UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarterly Period Ended September 30, 2023
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Transition Period From ___________ to ___________
Commission
File Number 000-50547
SUNDANCE
STRATEGIES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
88-0515333
(State
or other jurisdiction
of
incorporation or organization)
(I.R.S.
Employer
Identification
No.)
4626
North 300 West , Suite No. 365 , Provo , Utah
84604
(Address
of principal executive offices)
(Zip
Code)
(801)
717-3935
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.001 par value
SUND
OTCQB
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files.) Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “ large accelerated filer ,” “ accelerated filer ” “ smaller
reporting company ” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
As
of November 14 , 2023, the registrant had 42,258,441 shares of common stock, par value $0.001, issued and outstanding.
SUNDANCE
STRATEGIES, INC.
FORM
10-Q
TABLE
OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
3
Item 1. Financial Statements (Unaudited)
3
Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and March 31, 2023
3
Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2023, and 2022 (Unaudited)
4
Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended Steptember 30, 2023, and 2022 (Unaudited)
5
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2023, and 2022 (Unaudited)
6
Notes to Condensed Consolidated Financial Statements September 30, 2023 (Unaudited)
7
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations
13
Item 3. Quantitative and Qualitative Disclosure about Market Risk
17
Item 4. Controls and Procedures
17
PART II — OTHER INFORMATION
17
Item 1. Legal Proceedings
17
Item 1A. Risk Factors
17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
18
Item 3. Defaults upon Senior Securities
18
Item 4. Mine Safety Disclosures
18
Item 5. Other Information
18
Item 6. Exhibits
18
Signatures
19
2
PART
I — FINANCIAL INFORMATION
Item
1. Financial Statements (Unaudited)
SUNDANCE
STRATEGIES, INC. AND SUBSIDIARY
Condensed
Consolidated Balance Sheets
September
30,
March
31,
2023
2023
(UNAUDITED)
ASSETS
Current Assets
Cash and cash
equivalents
$ 184,992
$ 553
Prepaid
expenses and other assets
16,185
8,295
Total Current Assets
201,177
8,848
Total Current Assets
$ 201,177
$ 8,848
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable
$ 463,050
$ 753,050
Accrued expenses
670,579
574,558
Current portion of notes
payable
300,000
300,000
Current portion of notes
payable, related parties
876,000
876,000
Current portion of notes
payable
876,000
876,000
Stock
repurchase payable
400,000
400,000
Total Current Liabilities
2,709,629
2,903,608
Long-Term Liabilities
Accrued expenses
964,995
857,685
Notes
payable, related parties, net of current portion, net of debt discount
2,386,020
2,281,463
Total Long-Term Liabilities
3,351,015
3,139,148
Total Liabilities
6,060,644
6,042,756
Stockholders’ Deficit
Preferred stock, authorized 10,000,000
shares, par value $ 0.001 ; - 0 - shares issued and outstanding
-
-
Common stock, authorized 500,000,000 shares,
par value $ 0.001 ; 41,608,441 shares issued and outstanding as of September 30, 2023; and 41,408,441 shares issued and oustanding as of March 31, 2023
41,609
41,409
Additional paid-in capital
29,699,975
28,986,558
Accumulated
deficit
( 35,601,051 )
( 35,061,875 )
Total Stockholders’
Deficit
( 5,859,467 )
( 6,033,908 )
Total Liabilities and
Stockholders’ Deficit
$ 201,177
$ 8,848
The
accompanying notes are an integral part of these condensed consolidated financial statements.
3
SUNDANCE
STRATEGIES, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Operations
(UNAUDITED)
2023
2022
2023
2022
Three
Months Ended
September
30,
Six
Months Ended
September
30,
2023
2022
2023
2022
Income from Investments
$ -
$ -
$ -
$ -
General and
Administrative Expenses
92,698
161,534
223,997
375,491
Loss from Operations
( 92,698 )
( 161,534 )
( 223,997 )
( 375,491 )
Other Income (Expense)
Loss on extinguishment
of debt
-
-
( 398,920 )
-
Gain on settlement of liabilities
-
-
290,000
-
Interest expense
( 108,286 )
( 75,907 )
( 206,259 )
( 150,046 )
Financing expense
-
( 13,500 )
-
( 27,000 )
Total Other Income (Expense)
( 108,286 )
( 89,407 )
( 315,179 )
( 177,046 )
Loss Before Income Taxes
( 200,984 )
( 250,941 )
( 539,176 )
( 552,537 )
Income Tax Provision (Benefit)
-
-
-
-
Net Loss
$ ( 200,984 )
$ ( 250,941 )
$ ( 539,176 )
$ ( 552,537 )
Loss per share - basic
and diluted
$ ( 0.00 )
$ ( 0.01 )
$ ( 0.01 )
$ ( 0.01 )
Weighted average shares outstanding - basic
and diluted
41,432,354
41,408,441
41,420,463
41,408,441
The
accompanying notes are an integral part of these condensed consolidated financial statements.
4
SUNDANCE
STRATEGIES, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Stockholders’ Deficit
For
the Six Months Ended September 30, 2023 and 2022
(UNAUDITED)
Shares
Amount
Capital
Deficit
Deficit
Additional
Total
Common
Stock
Paid-In
Accumulated
Stockholders’
Shares
Amount
Capital
Deficit
Deficit
Balance, March 31, 2022
41,408,441
$ 41,409
$ 27,181,618
$ ( 32,249,894 )
$ ( 5,026,867 )
Net loss
-
-
-
( 301,596 )
( 301,596 )
Balance, June 30, 2022
41,408,441
41,409
27,181,618
( 32,551,490 )
( 5,328,463 )
Net loss
-
-
-
( 250,941 )
( 250,941 )
Balance, September 30, 2022
41,408,441
$ 41,409
$ 27,181,618
$ ( 32,802,431 )
$ ( 5,579,404 )
Common
Stock
Additional
Paid-In
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Deficit
Deficit
Balance, March 31, 2023
41,408,441
$ 41,409
$ 28,986,558
$ ( 35,061,875 )
$ ( 6,033,908 )
Warrants issued in connection with debt issuances
-
-
73,712
-
73,712
Warrants issued in connection to extinguishment
of debt
-
-
398,920
-
398,920
Net loss
-
-
-
( 338,192 )
( 338,192 )
Balance, June 30, 2023
41,408,441
41,409
29,459,190
( 35,400,067 )
( 5,899,468 )
Beginning balance
41,408,441
41,409
29,459,190
( 35,400,067 )
( 5,899,468 )
Common stock and warrants issued for cash
200,000
200
199,800
-
200,000
Warrants issued in connection with debt issuances
-
-
40,985
-
40,985
Net loss
-
-
-
( 200,984 )
( 200,984 )
Balance, September 30, 2023
41,608,441
$ 41,609
$ 29,699,975
$ ( 35,601,051 )
$ ( 5,859,467 )
Ending balance
41,608,441
41,609
29,699,975
( 35,601,051 )
( 5,859,467 )
The
accompanying notes are an integral part of these condensed consolidated financial statements.
5
SUNDANCE
STRATEGIES, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Cash Flows
(UNAUDITED)
2023
2022
Six
Months Ended September 30,
2023
2022
Operating Activities
Net Loss
$ ( 539,176 )
$ ( 552,537 )
Adjustments to reconcile
net loss to net cash used in operating activities:
Loss on extinguishment
of debt
398,920
-
Gain on settlement of liabilities
( 290,000 )
-
Amortization of debt discount
38,304
-
Changes in operating assets
and liabilities
Prepaid expenses and other
assets
( 7,890 )
7,000
Accounts payable
-
84,298
Accrued
expenses
203,331
193,771
Net
Cash used in Operating Activities
( 196,511 )
( 267,468 )
Financing Activities
Proceeds from issuance
of common stock and warrants – net of issuance costs
200,000
-
Proceeds
from issuance of notes payable, related party
180,950
-
Net
Cash provided by Financing Activities
380,950
-
Net Change in Cash and Cash
Equivalents
184,439
( 267,468 )
Cash
and Cash Equivalents at Beginning of Period
553
267,966
Cash
and Cash Equivalents at End of Period
$ 184,992
$ 498
Supplemental disclosure
of cash flow information:
Cash paid for interest
$ -
$ -
Cash paid for income taxes
$ -
$ -
Non Cash Financing &
Investing Activities, and Other Disclosures
Issued warrants as debt
issuance costs
$ 114,697
$ -
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
SUNDANCE
STRATEGIES, INC. AND SUBSIDIARY
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September
30, 2023
(1)
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”)
regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain
information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or
omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in
conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for
the fiscal year ended March 31, 2023, which was filed with the SEC on June 29, 2023. The results from operations for the three- and six-month
period ended September 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31,
2024. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, stockholders’ equity, and cash flows at September 30, 2023 and for all periods presented
herein have been made.
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results
could materially differ from those estimates.
Organization
and Nature of Operations
Sundance
Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and
engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business
operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance
Strategies”, “the Company”, “we” or “our”).
Our
historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products
tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part
or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often
referred to as the “life settlements market.”
During
the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional
services to specialty structured finance groups, bond issuers and life settlement aggregators. The Company has now assembled an experienced
team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a
professional services provider, the Company applies industry best practices to advise on the selection of specific portfolios of life
insurance policies that are tailored to meet the needs of its clients. The Company’s clients may include bond issuers, bond investors,
or other structured finance product issuers. The Company develops strategies and methodologies which include the acquisition of life
insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including
principal protected bonds. The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s
professional services business and asset base, resulting in the ability to pay dividends to its shareholders.
7
During
the latter part of the year ended March 31, 2021, the Company began working closely with bond placement agents and aggregators to establish
various aspects of a proprietary, investment grade bond offering. In this arrangement, the Company participates as the sole originator
in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial
assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement
assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management
that will meet the policy requirements and analytics. The Company provides current and ongoing resources for all analytics, as well as
advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In its
advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will
receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the
bond is retired.
On
January 1, 2022, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that
requires an initial $ 100,000 payment
and up to an additional $ 400,000 in
the future (which will be financed by the Consultant via a promissory note). The $ 400,000 obligation
is contingent upon the Consultant and the Company successfully reaching certain milestones. Further, the agreement requires the
Company to issue between 1,000,000 and 10,000,000 stock
options (which are exercisable into our common stock at prices between $ 1.00 to
$ 2.50 per
share) contingent upon the Consultant and the Company successfully reaching certain milestones. The milestones primarily relate to
the Consultant finalizing the tokenization of 500 million
non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $ 100 million
and $ 500 million.
The proceeds will be used to purchase Life Settlements for which the Company will be an advisor. As of November 14, 2023, none of
the milestones related to the potential issuance of equity have been met. Management
does not expect any of these milestones to be met in the next 12 months.
Significant
Accounting Policies
There
have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated
Financial Statements in the Company’s most recent Form 10-K, except as discussed below.
Basic
and Diluted Net Income (Loss) Per Common Share
Basic
net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods
presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued
subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised
of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting
from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the
calculation of diluted net loss per share for the three and six months ended September 30, 2023, or 2022, because to do so would be anti-dilutive.
Potentially dilutive securities outstanding as of September 30, 2023, and 2022, are comprised of warrants convertible into 10,708,544
and 7,250,241 shares of common stock, respectively.
New
Accounting Pronouncements
Not
Yet Adopted
The
Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on
its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements
will have a significant effect on its financial statements.
8
(2)
LIQUIDITY REQUIREMENTS
Since
the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing
from related parties and the issuance of notes payable and convertible debentures. As of September 30, 2023, the Company had $ 184,992
of cash assets, compared to $ 553 as of March 31, 2023. As of September 30, 2023, the Company had access to draw an additional $ 4,230,942
on the notes payable, related party (see Note 6) and $ 3,000,000 on the Convertible Debenture Agreement (See Note 7). For the six months
ended September 30, 2023, the Company’s average monthly operating expenses were approximately $ 41,000 , which includes salaries
of the Company’s employee, consulting agreements and contract labor, general and administrative expenses and legal and accounting
expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities,
and as a result, financing expenses of $ 0 and $ 27,000 were incurred during the six months ended September 30, 2023, and 2022, respectively.
As management continues to explore additional financing alternatives, beginning October 1, 2023, the Company is expected to spend up
to an additional $ 300,000 on these efforts. Outstanding Accounts Payable as of September 30, 2023, totaled $ 463,050 .
Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements
with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months from the issuance
of these financial statements, or through November 2024. Related parties have given assurance that their continued support, by way of
either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues to
evaluate other debt and equity financing opportunities.
The
recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United
States and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19
pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties
on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult
to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access
capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic
is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business,
financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material
impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.
The
accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize
its assets and satisfy its liabilities in the normal course of business.
(3)
FAIR VALUE MEASUREMENTS
As
defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.
Those
levels of input are summarized as follows:
●
Level
1: Quoted prices in active markets for identical assets and liabilities.
●
Level
2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices
for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant
assumptions are observable in the market.
●
Level
3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments
whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments
for which the determination of fair value requires significant management judgment or estimation.
The
level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that
is significant to the fair value measurement in its entirety.
The
Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during
the six months ended September 30, 2023, and 2022.
9
Other
Financial Instruments
The
Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities
approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate
the fair values as the interest rate approximates market interest rates.
(4)
STOCKHOLDERS’ EQUITY
Common
Stock
Effective
December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price
to the Company of $ 0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the
books of the Company. The total number of common shares canceled/retired was 8,000,000 , of which 6,000,000 shares were owned by a related
party to the Company. The total liability related to the repurchase of these shares is $ 400,000 , with repayment to the related party
stockholders contingent on a major financing event. $ 300,000 of the $ 400,000 liability is to a related party.
On August
15, 2023, the Company issued a private placement memorandum offering to raise up to $ 1,500,000 through the issuance of restricted shares
of the Company’s common stock (par value $ 0.001 ) to qualified investors. On September 20, 2023, the Company received subscription
agreements from an investor, for 200,000 shares of common stock in conjunction with a purchase of 400,000 warrants to purchase shares
of common stock. The proceeds from this transaction were $ 200,000 . Subscription agreements from additional investors were received subsequent
to September 30, 2023 (see note 8).
Warrants
to Purchase Common Stock
The
Company’s related party lenders consist of: Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant
Life, LLC and Mr. Dickman, a board member and stockholder. These holders of the related party unsecured promissory notes hold agreements
that provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning
of additional monies. The number of warrants issued for an extension is based on the following formula: 10,000 warrants per month the
due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension
(rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar
loaned. All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the
fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.
During
the six months ended September 30, 2023, the Company issued 281,900
warrants to the Chairman of the Board of Directors in conjunction with monies borrowed during the period per the terms outlined
above. The exercise price of these warrants was $ 1.05 .
The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 208,545 .
The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049
per share, a risk-free between 3.36 %
and 4.19 %,
volatility between 86.04 %
and 89.11 %
and a dividend rate of 0 %.
During
the six months ended September 30, 2023, the Company issued 281,900 warrants to Radiant Life, LLC in conjunction with monies borrowed
during the period per the terms outlined above. The exercise price of these warrants was $ 1.05 . The value of the warrants on the date
of grant, as calculated by the Black-Scholes-Merton valuation model was $ 58,402 . The inputs used in this calculation included a fair
value of the underlying common stock of $ 1.049 per share, a risk-free between 4.04 % and 4.29 %, volatility between 85.03 % and 86.44 % and
a dividend rate of 0 %.
On June 5, 2023, the
Company issued 543,000 warrants to Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms
outlined above. The exercise price of these warrants was $ 1.05 . The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton
valuation model was $ 398,920 . The inputs used in this calculation included a fair value of the underlying common stock of $ 1.049 per share,
a risk-free rate of 3.82 %, volatility of 89.07 % and a dividend rate of 0 %.
On September 20, 2023, the
Company issued 400,000 warrants to an equity investor, which vested immediately, in conjunction with a purchase of 200,000 shares of the
Company’s common stock. The exercise price of these warrants was $ 0.35 .
10
SCHEDULE OF WARRANT OUTSTANDING
Number
of Warrants
Outstanding at March 31, 2023
9,403,644
Granted in conjunction with monies borrowed
361,900
Granted in conjunction with extension
543,000
Granted to investors
for cash
400,000
Outstanding at September 30, 2023
10,708,544
Exercisable at September 30, 2023
10,708,544
The
following table summarizes the warrants issued and outstanding as of September 30, 2023:
SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING
Exercise
Price ($)
Warrants
Outstanding
Warrants
Exercisable
Weighted
Average Remaining Contractual
Life
(Years)
Proceeds
to Company if Exercised
0.05
3,708,754
3,708,754
1.70
$ 185,439
0.35
400,000
400,000
4.98
$ 140,000
1.00
1,000,000
1,000,000
0.52
$ 1,000,000
1.05
5,049,790
5,049,790
3.99
$ 5,302,280
2.00
50,000
50,000
2.84
$ 100,000
5.00
500,000
500,000
3.32
$ 2,500,000
10,708,544
10,708,544
$ 9,227,719
The
shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the
holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.
(5)
NOTES PAYABLE
On
April 6, 2021, the Company borrowed $ 300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears
interest at a rate of 8 % annually and was due April 6, 2023. In conjunction with this note, the Company issued warrants for 1,000,000
shares of common stock, exercisable at $ 1.00 per share and expiring in 3 years from the date of the promissory note. Since that date,
the unsecured promissory note with Satco International, Ltd. has been amended through a series of amendments to extend the due date from
April 6, 2023 to August 31, 2024 ,
or at the immediate time when alternative financing or other proceeds are received .
These extensions have no bearing on the warrants that were issued in conjunction with the original promissory note. This note is separate
from the 8 % convertible debenture agreement that the Company has in place with Satco International, Ltd. (see note 7). As of September
30, 2023, accrued interest on the note totaled $ 59,638 .
(6)
NOTES PAYABLE, RELATED PARTY
As
of September 30, 2023, and March 31, 2023, the Company had borrowed $ 3,375,058 and $ 3,194,108 respectively, excluding accrued interest,
from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties,
of $ 365,914 and $ 364,908 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March 31, 2023,
respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of
$ 840,770 and $ 857,684 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March
31, 2023, respectively.
11
Related
Party Promissory Notes
As
of both September 30, 2023, and March 31, 2023 ,
the Company owed $ 826,000
under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8 %
annually. On June 5, 2023, the notes were amended to have a due date of August 31, 2024, or at
the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in
conjunction with the extension of the due date of the promissory notes on June 5, 2023, the Company agreed to provide Mr. Dickman
with warrants for 543,000 shares of common stock (see Note 4). During the year ended March 31, 2023 ,
the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of September 30,
2023 , accrued interest on the notes totaled $ 356,423 .
In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that
time . The total number of warrants issued to the related party lender was 2,633,332
as of September 30, 2023 (See Note 4 for further details on these warrants).
On
July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction
with the Company borrowing $ 50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit
agreement the Company has with Radiant Life, LLC. The promissory note bears interest at a rate of 8 % annually and was amended on June
12, 2023, to be due on July 29, 2024 .
As of September 30, 2023 , accrued interest on the note totaled $ 9,490 .
Related
Party Note Payable and Line of Credit Agreements
As
of September 30, 2023, and March 31, 2023, the Company owed $ 1,339,550 and
$ 1,198,600 ,
respectively, exclusive of accrued interest, under the note payable and line of credit agreement with Kraig T. Higginson, Chairman
of the Board of Directors and a stockholder. As of September 30, 2023 , the agreement
allowed for borrowings of up to $ 4,600,000 .
During the six months ended September 30, 2023, the Company borrowed $ 140,950 in
principal and made no repayments
of principal on this agreement. The note payable and line of credit agreement incurs interest at 7.5 %
per annum. As of September 30, 2023 , accrued interest on this note totaled $ 354,270 .
As per the provision outlined in Note 4, and in conjunction with the $ 140,950 borrowed
during the six months ended September 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and a
stockholder, with warrants for 281,900 shares
of common stock, vested immediately upon issuance, having an exercise price of $ 1.05 per
share, and a 5 -year
exercise window from the dates of issuance. During the six months ended September 30, 2023,
the company amortized $ 23,878 of
debt discount, leaving a remaining debt discount balance of $ 67,079 in
association with these warrants. The total number
of warrants issued to the related party lender was 3,645,950 as
of September 30, 2023 (see Note 4 for further details on these warrants).
As
of September 30, 2023, and March 31, 2023, the Company owed $ 1,159,508 and $ 1,119,508 , respectively, in principle under the note payable
and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors. The agreement
allows for borrowings of up to $ 2,130,000 . The note payable has a due date of the principal and interest on the note to November 30,
2024, or at the immediate time when alternative financing or other proceeds are received. The note payable and line of credit
agreement incurs interest at 7.5 % per annum and is collateralized by the Company’s NIBS, if any. During the three months and six
ended September 30, 2023, the Company borrowed $ 40,000 , and made no repayments of principal on this agreement. As of September 30, 2023,
accrued interest on this agreement totaled $ 487,197 . As per the provision outlined in Note 4, and in conjunction with the $ 40,000 borrowed
during the six months ended September 30, 2023, the Company also agreed to provide Radiant Life, LLC, with warrants for 80,000 shares
of common stock, vested immediately upon issuance, having an exercise price of $ 1.05 per share, and a 5 -year exercise window from the
date’s issuance. During the six months ended September 30, 2023, the company amortized $ 14,426
of debt discount, leaving a remaining debt discount balance of $ 45,959 in association with existing warrants. The total number
of warrants issued to the related party lender was 2,529,262 as of September 30, 2023 (see
Note 4 for further details on these warrants).
As
of September 30, 2023, the unamortized debt discount on related party notes payable is $ 113,038 .
(7)
CONVERTIBLE DEBENTURE AGREEMENT
The
Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $ 3,000,000 .
The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock
of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained
by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s
common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower
than $ 1.00 per share. The original maturity date was June 2, 2016 , but was later extended, through a series of extensions, to November
30, 2024 . As of September 30, 2023, and March 31, 2023, the Company owed $ 0 under the agreement, excluding accrued interest. The associated
interest of $ 124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2023, and March 31, 2023.
(8)
SUBSEQUENT EVENTS
On
October 4, 2023, the Company issued an additional 650,000 shares of common stock and 1,300,000 warrants to equity investors.
12
Item
2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.
Forward-looking
Statements
This
quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are based on management’s
beliefs and assumptions and on information currently available to management. For this purpose any statement contained in this report
that is not a statement of historical fact may be deemed to be forward-looking, including, but not limited to, statements relating to
our future actions, intentions, plans, strategies, objectives, results of operations, cash flows and the adequacy of or need to seek
additional capital resources and liquidity. Without limiting the foregoing, words such as “ may ”, “ should ”,
“ expect ”, “ project ”, “ plan ”, “ anticipate ”, “ believe ”,
“ estimate ”, “ intend ”, “ budget ”, “ forecast ”, “ predict ”,
“ potential ”, “ continue ”, “ should ”, “ could ”, “ will ”
or comparable terminology or the negative of such terms are intended to identify forward-looking statements, however, the absence of
these words does not necessarily mean that a statement is not forward-looking. These statements by their nature involve known and unknown
risks and uncertainties and other factors that may cause actual results and outcomes to differ materially depending on a variety of factors,
many of which are not within our control. Such factors include, but are not limited to, economic conditions generally and in the industry
in which we and our customers participate; competition within our industry; legislative requirements or changes which could render our
products or services less competitive or obsolete; our failure to successfully develop new products and/or services or to anticipate
current or prospective customers’ needs; price increases; employee limitations; or delays, reductions, or cancellations of contracts
we have previously entered into; sufficiency of working capital, capital resources and liquidity and other factors detailed herein and
in our other filings with the United States Securities and Exchange Commission (the “SEC” or “Commission”). Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially
from those indicated.
Forward-looking
statements are predictions and not guarantees of future performance or events. Forward-looking statements are based on current industry,
financial and economic information which we have assessed but which by its nature is dynamic and subject to rapid and possibly abrupt
changes. Our actual results could differ materially from those stated or implied by such forward-looking statements due to risks and
uncertainties associated with our business. Although we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of these forward-looking statements and we hereby qualify all our forward-looking
statements by these cautionary statements.
These
forward-looking statements speak only as of their dates and should not be unduly relied upon. We undertake no obligation to amend this
report or revise publicly these forward-looking statements (other than pursuant to reporting obligations imposed on registrants pursuant
to the Exchange Act) to reflect subsequent events or circumstances, whether as the result of new information, future events or otherwise.
The
following discussion should be read in conjunction with our financial statements and the related notes contained elsewhere in this report
and in our other filings with the Commission.
13
Overview
Our
historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products
tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part
or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often
referred to as the “life settlements market.”
We
currently do not hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net
insurance benefits, or “NIBs”, from a portfolio of life insurance policies held by a third party (“the Owners”
or “the Holders”). These NIBs represented an indirect, residual ownership interest in a portfolio of individual life insurance
policies, and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition,
financing, insuring and servicing of the policies underlying our NIBs have been paid.
NIBs
are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through
a subsidiary, such an entity being referred to herein as a “Holder.” A Holder, either directly or through a wholly owned
subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio
of policies. At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until
maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder
in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the
initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums.
The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies
for which the financing was obtained. After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing,
MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to
receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid.
When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with
such policy. Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the
remaining insurance proceeds to us.
During
the latter part of the fiscal year ended March 31, 2021, we began developing an additional business offering, providing professional
services to specialty structured finance groups, bond issuers and life settlement aggregators. We have assembled an experienced team
from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional
services provider, we apply industry best practices to advise on the selection of specific portfolios of life insurance policies that
are tailored to meet the needs of its clients. Our clients may include bond issuers, bond investors, or other structured finance product
issuers. We develop strategies and methodologies which include the acquisition of life insurance portfolios, then uses common structured
finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. Our goal is to deliver
long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability
to pay dividends to its shareholders.
During
the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various
aspects of a proprietary, investment grade bond offering. In this arrangement, we participate as the sole originator in the role of structuring
and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, we use proprietary
analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies)
and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy
requirements and analytics. We provide current and ongoing resources for all analytics, as well as advisement support for the investment
and non-investment grade ratings for the managed asset pool and the managed cash accounts. In our advisory role, we are reimbursed for
all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing
of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.
14
On
January 1, 2022, we entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires
us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a
promissory note). The $400,000 obligation is contingent upon the Consultant and us successfully reaching certain milestones. Further,
the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices
between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain milestones. The milestones primarily
relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement
of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which we will
be an advisor. As of September 30, 2023, none of the milestones related to the potential issuance of equity have been met.
Results
of Operations
Three-Months
Ended September 30, 2023, Compared with Three-Months Ended September 30, 2022
Interest
Income
Due
to the Company not holding NIBs, no interest income was recorded for the three months ended September 30, 2023, or 2022.
General
& Administrative Expenses
General
and administrative expenses totaled $92,698, and $161,534 during the three months ended September 30, 2023, and 2022, respectively. A
significant portion of these expenses were professional fees and payroll costs. The reduction in these expenses was primarily attributable
to lower monthly fees from our contractors.
Other
Income and Expenses
During
the three months ended September 30, 2023, and 2022, interest expense accrued in the amount of $108,286 and $75,907, respectively. The
increase in interest expense was a result of higher loan balances, as well as an additional $22,539 of debt discount recognized during
the three months.
For
the three months ended September 30, 2023, and 2022, other expenses related to pursuing potential financing alternatives were $0 and
$13,500, respectively.
Income
Taxes
During
the three months ended September 30, 2023, and 2022, the Company recorded net loss before income taxes of $200,984, and $250,941, respectively,
and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.
Six-Months
Ended September 30, 2023, Compared with Six-Months Ended September 30, 2022
Interest
Income
Due
to the Company not holding NIBs, no interest income was recorded for the six months ended September 30, 2023, or 2022.
General
& Administrative Expenses
General
and administrative expenses totaled $223,997, and $375,491 during the six months ended September 30, 2023, and 2022, respectively. A
significant portion of these expenses were professional fees and payroll costs. The reduction in these expenses was primarily attributable
to lower monthly fees from our contractors.
Other
Income and Expenses
During
the six months ended September 30, 2023, we recognized $398,920 as loss on extinguishment of debt in conjunction with related party debt.
15
During
the six months ended September 30, 2023, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors
by $290,000. The gain was recorded as a gain on settlement of liabilities.
During
the six months ended September 30, 2023, and 2022, interest expense accrued in the amount of $206,259 and $150,046, respectively. The
increase in interest expense was a result of higher loan balances, as well as an additional $38,304 of debt discount recognized during
the six months.
For
the six months ended September 30, 2023, 2022, other expenses related to pursuing potential financing alternatives were $0 and $27,000,
respectively.
Income
Taxes
During
the six months ended June 30, 2023, and 2022, the Company recorded net loss before income taxes of $539,176, and $552,537, respectively,
and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.
Liquidity
and Capital Resources
Since
our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes
payable from related parties and the issuance of convertible debentures. As of September 30, 2023, we had $184,992 of cash, compared
to $553 as of March 31, 2023. As of September 30, 2023, the Company had access to draw an additional $4,230,942 on the notes
payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately
$41,000, which includes salaries of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative
expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of September 30, 2023, totaled $463,050, and other
accrued liabilities totaled $1,635,574. We believe that our availability under our existing lines of credit with related parties, our
existing capital resources, together with the issuance of additional notes payable and convertible debentures will be sufficient to fund
our operating working capital requirements for at least the next 12 months, or through November 2024.
Debt
At
September 30, 2023, we owed $5,066,605, including accrued interest, for debt obligations. We owed $3,375,058 in principal
pursuant to notes payable and lines-of-credits from related parties, $300,000 in other notes payable, and had fully paid off the principal
owing on the 8% Convertible Debenture. As of September 30, 2023, one note payable had a principal balance of $50,000 due on July 29,
2024, and a line-of-credit to that same third party had a balance of $1,159,508 due on November 30, 2024, or when the Company
completes a successful equity raise, at which time principal and interest is due in full. A line-of-credit to a second third
party had a principal balance of $1,339,550 and is currently extended through November 30, 2024. At September 30, 2023, unsecured promissory
notes had principal balances totaling $826,000 and are due August 31, 2024. The convertible debenture agreement, which has no principal
balance due as of September 30, 2023, is open through November 30, 2024. As of November 14, 2023, there was $4,230,942 available under
the lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement.
Critical
Accounting Policies and Estimates
See
Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2023, which was filed with the SEC on June 29, 2023.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
16
Item
3. Quantitative and Qualitative Disclosure about Market Risk
Not
Applicable.
Item
4. Controls and Procedures
Limitation
on the Effectiveness of Controls
The
Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required
to be disclosed timely, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls
and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls
and procedures.
Evaluation
of Controls and Procedures
Our
management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s
rules and forms, and that such information is accumulated and communicated to the issuer’s management, including its Principal
Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure. Based on that evaluation, our principal executive and principal financial officer has concluded that our
disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective due to the lack of
design and operating effectiveness of our control environment and risk assessment, control activities and monitoring activities relating
to complex accounting matters relating to the valuation of equity-based compensation instruments as disclosed in Item 9A of our 10K filed
on June 29, 2022.
Our
principal executive and principal financial officer is in the process of performing a review of our processes and controls over complex
accounting matters relating to the valuation of equity-based compensation instruments.
Changes
in Internal Control
T here
were no changes in our internal control over financial reporting that occurred during the second quarter of 2024 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
To
the best of our knowledge, there are no legal proceedings pending or threatened against us; and there are no actions pending or threatened
against any of our directors or officers that are adverse to us.
Item
1A. Risk Factors
In
addition to the other information set forth in this quarterly report on Form10-Q, you should carefully consider the risks discussed in
our Annual Report on Form 10-K for the year ended March 31, 2023, which risks could materially affect our business, financial condition
or future results. There were no material changes during the quarter ended September 30, 2023, to the risk factors disclosed in the Company’s
Annual Report on Form 10-K for the year ended March 31, 2022. These risks are not the only risks facing our Company. Additional risks
and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business,
financial condition or future results.
17
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases
of Equity Securities by the Issuer
There
were no repurchases of equity during the quarter ended September 30, 2023.
Item
3. Defaults upon Senior Securities.
None;
not applicable.
Item
4. Mine Safety Disclosures.
None;
not applicable.
Item
5. Other Information.
None;
not applicable.
Item
6. Exhibits
Exhibit
No.
Exhibit
Description
10.2
*
Form
of Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
April 5, 2013, file no. 000-50547)
10.22
*
8%
Convertible Debenture (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August
10, 2015, file no. 000-50547)
10.27
*
Promissory
Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated April 10, 2019. (incorporated by reference to Exhibit 10.27 to
the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547).
10.39
*
Agreement
between Sundance Strategies, Inc. and Tradability, LLC, dated January 1, 2022 (incorporated by reference to Exhibit 10.38 to the
Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547)
10.40
**
Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated June 5, 2023
10.41
*
Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated February 2, 2023
10.42
*
Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated February 2, 2023
10.43
*
Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated February 2, 2023
10.44
*
Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated February 9, 2023
10.45
**
Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated June 12, 2023
10.46
**
Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated June 9, 2023
14.1
*
Code
of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.
000-50547)
31.1
*
Certification
of Principal Executive Officer Pursuant to Rule 13a-14(a)
31.2
*
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a)
32
*
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
101
INS
Inline
XBRL Instance Document
101
SCH
Inline
XBRL Taxonomy Extension Schema Document
101
CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document
101
DEF
Inline
XBRL Taxonomy Definition Linkbase Document
101
LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document
101
PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Previously filed as an Exhibit to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2023, filed with the
Securities and Exchange Commission on June 29, 2023, and incorporated by reference herein.
**
Previously filed as an Exhibit to the registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2023, filed with
the Securities and Exchange Commission on August 14, 2023, and incorporated by reference herein.
***
Filed herewith.
18
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SUNDANCE
STRATEGIES, INC.
Date:
November 14, 2023
By:
/s/
Randall F. Pearson
Randall
F. Pearson
President
and Principal Financial Officer
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.