What changed in this filing

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Item 9A. Controls and Procedures

2024-07-01 compared with 2023-06-29 · 121 added, 190 removed, 465 unchanged (40% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15I and 15d-15(e) of the Securities Exchange Act

of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed

or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s

maintain disclosure controls and procedures, as such term is defined in Rules 13a-15I and 15d-15(e) of the Securities Exchange Act of

1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed or

submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s

rules and forms.

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statements will not be prevented or detected on a timely basis.

Management determined that the following material weaknesses exited as

of March 31, 2023:

Management determined that the following material weaknesses existed

as of March 31, 2024:

The design and operating effectiveness of our control environment and risk assessment, control activities and monitoring

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the year ended March 31, 2024 the Company issued 281,900 warrants to the Chairman of the Board of Directors and 80,000 warrants to Radiant

Life, LLC in conjunction with monies borrowed during the period (see Note 8) 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 $365,502.

The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free between 3.62%

and 4.31%, volatility between 142.23% and 148.56% and a dividend rate of 0%.

Life, LLC in conjunction with monies borrowed during the period (see Note 8 to the financial statements included in this report) .

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 $316,756.

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 4.29%, volatility between 86.52% and 89.11% and a dividend rate of 0%.

the year ended March 31, 2024, the Company issued 1,106,000 warrants to Mr.

Dickman, 719,300 warrants to the Chairman of the Board of Directors,

and 649,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note 8) 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 $1,678,810.

The inputs used in this calculation included a fair value of the underlying

common stock of $1.049 per share, a risk-free between 3.49% and 3.95%, volatility between 142.92% and 145.49% and a dividend rate of

June 5, 2023, the related party note payable with Mr.

Dickman (see Note 8) was amended to extend the due date from July 31, 2023, to

August 31, 2024, or at the immediate time when alternative financing or other proceeds are received.

As per the provision outlined in

Note 8, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide Mr.

Dickman with warrants

for 543,000 shares of common stock vested immediately upon issuance, with an exercise price of $1.05 per share and a 5-year exercise

window from the date of the extension agreement.

June 6, 2023 we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by $290,000.

The gain will be

recorded as a gain on settlement of liabilities.

June 9, 2023 the unsecured promissory note with Satco International, Ltd.

(see Note 5) was amended 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.

This extension has no

bearing on the warrants that were issued in conjunction with the original promissory note.

Dickman, 772,275 warrants to the Chairman of the Board of

Directors, and 699,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note

8 to the financial statements included in this report) per the terms outlined above.

The exercise price of these warrants was between

$0.41 and $1.05.

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $964,277.

The inputs used in this calculation included a fair value of the underlying common stock between $0.409 and $1.049 per share, a risk-free

between 3.80% and 4.01%, volatility between 84.00% and 89.07% and a dividend rate of 0%.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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of Election or Designation

of Termination or Resignation

Executive Officer

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Company has no significant employees.

Family Relationships

There are no family relationships

between any of our directors, executive officers and proposed directors or executive officers.

Relationships

are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Directorships

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EXECUTIVE COMPENSATION

were no equity awards granted during fiscal year ended March 31, 2023.

The following table outlines information regarding equity awards

granted to our named executive officers or directors for the fiscal year ended March 31, 2022 :

Awards Granted during fiscal year ended March 31, 2022

Date of Grant

Quesenberry (3)

Higginson (4)

March 31, 2023, Mr.

were no equity awards granted during fiscal years ended March 31, 2024, nor 2023.

At March 31, 2024, Mr.

Pearson’s beneficial ownership totaled 1,191,432 shares.

March 31, 2023, Mr.

At March 31, 2024, Mr.

Dickman’s beneficial ownership totaled 5,964,213 shares, including 3,196,332 warrants.

March 31, 2023, Mr.

At March 31, 2024, Mr.

Quesenberry’s beneficial ownership totaled 970,206 shares.

March 31, 2023, Mr.

Higginson’s beneficial ownership totaled 12,704,050 shares, including 7,000,000 shares owned by Higginson

Family Inv, LLC;

At March 31, 2024, Mr.

Higginson’s beneficial ownership totaled 13,758,225 shares, including 7,000,000 shares owned by Higginson Family Inv, LLC;

750,000 shares owned by Eclipse Fund LLC;

320,000 shares owned by Radion Energy LLC;

370,000 shares owned by Ecosystems

Resources LLC;

370,000 shares owned by Ecosystems Resources LLC;

and 900,000 shares owned by KGPR, LLC.

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of the Board .

The Board has responsibility for establishing and monitoring our executive compensation programs and for making decisions

regarding the compensation of our Named Executive Officers.

The Board sets the compensation package of the Named Executive Officers.

Our President, Mr.

Randall Pearson, suggests items to be considered by the Board from time to time, including the compensation package

for the other Named Executive Officer;

and participates in meetings in which the compensation package of the other Named Executive Officer

is discussed.

The Board has responsibility for establishing and monitoring our executive compensation programs and for making

decisions regarding the compensation of Randall F.

Pearson, our Named Executive Officer.

The Board sets the compensation package of

the Named Executive Officers.

Board relies on its judgment in making compensation decisions after reviewing our performance and evaluating our executives’ leadership

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For Fiscal Year 2024,

the Board did not precisely define the parameters of a bonus program for the Named Executive Officers, and no bonuses were awarded to

the Named Executive Officers.

the Board did not precisely define the parameters of a bonus program for the Named Executive Officer, and no bonuses were awarded to

the Named Executive Officer.

Compensation .

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No stock-based compensation

was granted during the year ended March 31, 2023.

Our Named Executive Officers receive the same benefits that are available to all other full-time employees, including the

was granted during the years ended March 31, 2024.

Our Named Executive Officer receive the same benefits that are available to all other full-time employees, including the

payment of health, dental, life and disability insurance premiums.

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Compensation Table

following information presents the compensation paid to our executive officers in Fiscal Year 2023, and 2022.

We refer to these executive

officers as the Named Executive Officers.

following information presents the compensation paid to Randall F.

Pearson, our Named Executive Officer, in Fiscal Year 2024, and

Name and Principal Position

Option Awards ($)

Incentive Plan

Non-Equity Incentive Plan Compensation ($)

President, Principal Executive Officer and Principal Financial Officer

fair value of stock awards was calculated in accordance with FASB ASC Topic 718, using a

fair value stock price of $0.0616 and per share for 2022 (see Note 8 to the Consolidated

Financial Statements)

directors of the Company did not receive any additional compensation beyond the equity awards described above.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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or group of affiliated stockholders, that we know owns more than 10% of our outstanding common stock;

(b) each of our named executive

(b) our Named Executive

and (d) all of our current directors and executive officers as a group.

and (d) all of our current directors and executive officer as a group.

The table is based upon

information supplied by directors, executive officers and principal stockholders, and Schedules 13D and 13G filed with the Securities

and Exchange Commission.

ownership in the table below is based on 41,408,441 shares of common stock outstanding as of June 29, 2023.

information supplied by directors, executive officers and principal stockholders, and Schedules 13D and 13G filed with the Commission.

ownership in the table below is based on 42,438,441 shares of common stock outstanding as of July 1, 2024.

Beneficial ownership is determined

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Higginson (1)

Stephen E Quesenberry

All executive officers and directors as a group (4 persons)

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Consulting, Inc.

is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong Kong.

The address of Smartrade Consulting,

is 22G Tower 4, The Metropolis, 8 Mau Yip Road, Tsung Kwan Q, N.

is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong

The address of Smartrade Consulting, Inc.

is 22G Tower 4, The Metropolis, 8 Mau Yip

Road, Tsung Kwan Q, N.

T., Hong Kong.

Dickman’s ownership includes 3,196,332 warrants.

the heading “Business Development” of Part I, Item 1.

To the knowledge of management, there are no arrangements or understandings

that may result in a change in control of the Company.

Authorized for Issuance under Equity Compensation Plans

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and rights under all of our existing equity compensation plans (including individual arrangements):

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

compensation plans approved by security holders

compensation plans not approved by security holders

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

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except as stated below.

May 4, 2021, the Company issued 1,200,000 shares of the Company’s common stock to members of the Board of Directors in lieu of

cash compensation.

The stock awards vested 25% on the date of grant and the remainder of the shares vested equally over the three months

following the date granted.

Using a fair value stock price of $0.062 per share, the transaction resulted in a compensation expense of

of March 31, 2024, and 2023, the Company had borrowed $3,340,058 and $3,194,108, respectively, excluding accrued interest, from related

The interest associated with the Notes Payable, Related Party of $1,050,762 and $767,358 is recorded on the balance sheet as

an Accrued Expense obligation at March 31, 2023 and March 31, 2022, respectively.

The interest associated with the Notes Payable, Related Party of $1,369,662, and $1,050,762 is recorded on the balance sheet

as an Accrued Expense obligation at March 31, 2024 and March 31, 2023, respectively.

to Purchase Common Stock

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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.

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:

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 fiscal year ended March 31, 2023, the Company issued 339,749 warrants to Mr.

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

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.

the year ended March 31, 2024 the Company issued 281,900 warrants to the Chairman of the Board of Directors and 80,000 warrants to Radiant

Life, LLC in conjunction with monies borrowed during the period (see Note 8 to the financial statements included in this report) .

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 $316,756.

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 4.29%, volatility between 86.52% and 89.11% and a dividend rate of 0%.

the year ended March 31, 2024, the Company issued 1,106,000 warrants to Mr.

Dickman, 772,275 warrants to the Chairman of the Board of

Directors, and 699,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note

8 to the financial statements included in this report) per the terms outlined above.

The exercise price of these warrants was between

$0.41 and $1.05.

The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $964,277.

The inputs used in this calculation included a fair value of the underlying common stock between $0.409 and $1.049 per share, a risk-free

between 3.80% and 4.01%, volatility between 84.00% and 89.07% and a dividend rate of 0%.

the fiscal year ended March 31, 2023, the Company issued 339,749 warrants to Mr.

Dickman, 719,300 warrants to the Chairman of the Board

of Directors, and 649,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see

Note 8) per the terms outlined above.

of Directors, and 699,754 warrants to Radiant Life, LLC in conjunction with an extension of the maturity dates during the period (see Note 8 to the financial statements included in this report) per the terms outlined above.

The exercise price of these warrants was $1.05.

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the underlying common stock of $1.049 per share, a risk-free between 3.49% and 3.95%, volatility between 142.92% and 145.49% and a dividend

During the fiscal year ended March 31, 2023, the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants

the fiscal year ended March 31, 2023, the Company issued 264,600 warrants to the Chairman of the Board of Directors and 120,000 warrants

to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 8) per the terms outlined above.

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between 3.62% and 4.31%, volatility between 142.23% and 148.56% and a dividend rate of 0%.

February 5, 2022, the Company issued 649,754 warrants to Radiant Life, LLC, 653,150 warrants to the Chairman of the Board of Directors

and a stockholder and 488,583 warrants to Mr.

Dickman in conjunction with various extensions of maturity dates during the period (see

Note 8) per the terms outlined above.

The exercise price of these warrants was $0.05.

The value of the warrants on the date of grant,

as calculated by the Black-Scholes-Merton valuation model, was $1,840,149.

The inputs used in this calculation included a fair value

of $1.049 per share, a risk-free rate ranging from 1.43% to 1.76%, volatility ranging from 131.62% to 131.78% and a dividend rate of

During the year ended March 31, 2022, the exercise price was adjusted from $0.05 to $1.05, which was the fair market value of the common

stock on the date of the extensions.

January 5, 2022, the Company issued 200,000 warrants to Radiant Life, LLC in conjunction with monies borrowed (see Note 8) per the terms

outlined above.

The exercise price of these warrants was $0.05.

value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $205,393.

The inputs used

in this calculation included a fair value of $1.049 per share, a risk-free rate of 1.43%, volatility of 131.78% and a dividend rate of

The Company determined the cost of debt issuance to be $40,211, to originally be amortized quarterly through November 30, 2022 (the

due date of the lender’s line of credit at the time of the borrowing event).

As such, $10,389 of debt discount was amortized as

interest expense until February 7, 2022.

On February 7, 2022, the related party note payable, and line of credit agreement was amended

to extend the due date from November 30, 2022 to November 30, 2023, and on the date of the amendment the Company recorded the remaining

$29,822 of debt discount as a loss on extinguishment of debt.

During the fiscal year ended March 31, 2022, the exercise price was adjusted

from $0.05 to $1.05, which was the estimated fair market value of the common stock on the date of the lending event.

During the year ended March 31, 2022, the Company issued 200,000 warrants to Radiant Life, LLC and 20,000 warrants to the Chairman

of the Board of Directors and a stockholder in conjunction with monies borrowed during the period (see Note 8) per the terms outlined

The exercise price of these warrants was $0.05.

value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant.

used in this calculation included a fair value of $0.062 per share, a risk-free rate ranging from 0.81% to 0.84%, volatility ranging

from 41.97% to 42.01% and a dividend rate of 0%.

July 29, 2021, the Company borrowed an additional $50,000 from Radiant Life, LLC.

In conjunction with this specific loan event, a one-time

agreement specifies that the associated warrants issued totaled 50,000, vested immediately upon issuance, have an exercise price of $2.00,

and expire in 5 years.

The value of the warrants on the

date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant.

The inputs used in this calculation included

a fair value of $0.062 per share, a risk-free rate of 0.66% volatility of 42.14% and a dividend rate of 0%.

of March 31, 2024, and 2023, the Company held outstanding warrants to related parties totaling 10,843,573 and 7,903,644, respectively.

3,708,754 of these warrants have an exercise price of $0.05, 2,035,029 of these warrants have an exercise price of $0.41, 5,049,790 have

an exercise price of $1.05, 50,000 of these warrants have an exercise price of $2.00 per share, with the remainder having an exercise

price of $5.00 per share.

All warrants have a five-year life as of the date of grant and expire between November 2024 and February 2028.

shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the

an exercise price of $1.05, and 50,000 of these warrants have an exercise price of $2.00 per share.

All warrants have a five-year life

as of the date of grant and expire between November 2024 and February 2029.

shares of common stock issuable upon exercise of the warrants are not registered with the Commission and the

holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

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following is a summary of the fees billed to us by our principal accountants during fiscal years ended March 31, 2024, and 2023:

Audit-related

Audit-related Fees

All Other Fees

Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements

21 unchanged sentences

following exhibits are filed or incorporated by reference as part of this Form 10-K.

and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K

filed April 5, 2013, file no.

of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(a) to the Company’s

Current Report on Form 8-K filed April 5, 2013, file no.

of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(b) to the Company’s

Current Report on Form 8-KA-1 filed May 24, 2013, file no.

Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certificate of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(a) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certificate of Amendment to the Amended and Restated Articles of Incorporation(incorporated by reference to Exhibit 3(i)(b) to the Company’s Current Report on Form 8-KA-1 filed May 24, 2013, file no.

Amended Bylaws (incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Description of Securities Registered Under Section 12 of the Exchange Act

and Plan of Merger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2013,

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.

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.

to the notes payable and lines-of-credit agreements, dated February 4, 2016, between the Company, Kraig Higginson and Radiant Life,

LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file

to the Convertible Debenture Agreement, dated February 2, 2016, between the Company and Sactco International, Limited (incorporated

by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Agreement and Plan of Merger (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

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.

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.

Amendment to the notes payable and lines-of-credit agreements, dated February 4, 2016, between the Company, Kraig Higginson and Radiant Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Amendment to the Convertible Debenture Agreement, dated February 2, 2016, between the Company and Sactco International, Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed February 9, 2016, file no.

Promissory Note between Sundance Strategies, Inc.

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Extension to Promissory Notes between Sundance Strategies, Inc.

Dickman, dated June 5, 20 23

Dickman, dated June 5, 2023 (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

Higginson, dated F ebruary 2 , 202 3

Higginson, dated February 2, 2023 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension Agreement to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated February 2, 2023

and Radiant Life, dated February 2, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated February 2, 2023

and Satco International, Limited, dated February 2, 2023 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc.

and Satco International, Limited, dated February 9, 2023

and Satco International, Limited, dated February 9, 2023 (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension Agreement to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated June 12, 2023

and Radiant Life, dated June 12, 2023 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

and Satco International, Limited, dated June 9, 2023

of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no.

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)*

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)*

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

and Satco International, Limited, dated June 9, 2023 (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No.

Extension to Promissory Note between Sundance Strategies, Inc.

Higginson, dated January 26, 2024*

Extension to Promissory Notes between Sundance Strategies, Inc.

Dickman, dated January 26, 2024*

Extension to Promissory Note between Sundance Strategies, Inc.

and Radiant Life, dated February 1, 2024*

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.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a)*

Certification

of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350‡

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XBRL Calculation Linkbase Document**

XBRL Definition Linkbase Document**

XBRL Defindition Linkbase Document**

XBRL Labels Linkbase Document**

3 unchanged sentences

Filed herewith.

Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under

the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation

language contained in any such filing.

The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

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STRATEGIES, INC.

June 29, 2023

Principal Executive Officer and Principal Financial Officer

3 unchanged sentences

of the Board of Directors

June 29, 2023

(Principal Executive Officer),

June 29, 2023

and Principal Financial Officer

June 29, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures