Sundance Strategies, Inc. 10-Q

Item 1. Financial Statements (Unaudited) SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Balance Sheets June 30, March 31, 2026 2026 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 16,933 $ 32,035 Prepaid expenses and other assets 5,399 9,449 Total Current Assets 22,332 41,484 Total Assets $ 22,332 $ 41,484 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 452,818 $ 451,372 Accrued expenses 1,706,523 342,518 Current portion of notes payable 245,000 245,000 Current portion of notes payable, related parties 2,019,373 - Current portion of notes payable 2,019,373 - Stock repurchase payable 400,000 400,000 Total Current Liabilities 4,823,714 1,438,890 Long-Term Liabilities Accrued expenses 873,615 2,127,869 Notes payable 300,000 300,000 Notes payable, related parties, net of current portion 1,345,053 3,298,747 Notes payable, net of current portion 1,345,053 3,298,747 Total Long-Term Liabilities 2,518,668 5,726,616 Total Liabilities 7,342,382 7,165,506 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 ; 43,063,441 shares issued and outstanding as of June 30, 2026; and March 31, 2026 43,064 43,064 Additional paid-in capital 33,164,243 33,147,126 Accumulated deficit ( 40,527,357 ) ( 40,314,212 ) Total Stockholders’ Deficit ( 7,320,050 ) ( 7,124,022 ) Total Liabilities and Stockholders’ Deficit $ 22,332 $ 41,484 The accompanying notes are an integral part of these consolidated financial statements. 3 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Operations (UNAUDITED) Three Months Ended June 30, 2026 2025 Revenue $ - $ - General and Administrative Expenses 111,832 130,764 Loss from Operations ( 111,832 ) ( 130,764 ) Other Expenses Loss on extinguishment of debt - ( 388,511 ) Interest expense ( 101,313 ) ( 88,719 ) Total Other Expenses ( 101,313 ) ( 477,230 ) Loss Before Income Taxes ( 213,145 ) ( 607,994 ) Net Loss $ ( 213,145 ) $ ( 607,994 ) Loss per share: Loss per share - basic and diluted $ ( 0.00 ) $ ( 0.01 ) Weighted average shares outstanding - basic and diluted 43,063,441 43,063,441 The accompanying notes are an integral part of these consolidated financial statements. 4 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Stockholders’ Deficit (UNAUDITED) Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2025 43,063,441 $ 43,064 $ 32,154,076 $ ( 38,500,248 ) $ ( 6,303,108 ) Warrants issued in connection to extinguishment of debt - - 388,511 - 388,511 Net loss - - - ( 607,994 ) ( 607,994 ) Balance, June 30, 2025 43,063,441 $ 43,064 $ 32,542,587 $ ( 39,108,242 ) $ ( 6,522,591 ) Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2026 43,063,441 $ 43,064 $ 33,147,126 $ ( 40,314,212 ) $ ( 7,124,022 ) Warrants issued in connection with debt issuances - - 17,117 - 17,117 Net loss - - - ( 213,145 ) ( 213,145 ) Balance, June 30, 2026 43,063,441 $ 43,064 $ 33,164,243 $ ( 40,527,357 ) $ ( 7,320,050 ) The accompanying notes are an integral part of these consolidated financial statements. 5 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (UNAUDITED) 2026 2025 Three Months Ended June 30, 2026 2025 Operating Activities Net Loss $ ( 213,145 ) $ ( 607,994 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt - 388,511 Amortization of debt discount 2,796 - Changes in operating assets and liabilities Prepaid expenses and other assets 4,049 4,095 Accounts payable 1,446 2,103 Accrued expenses 109,752 99,903 Net Cash used in Operating Activities ( 95,102 ) ( 113,382 ) Financing Activities Proceeds from issuance of notes payable, related party 80,000 - Net Cash provided by Financing Activities 80,000 - Net Change in Cash and Cash Equivalents ( 15,102 ) ( 113,382 ) Cash and Cash Equivalents at Beginning of Period 32,035 168,648 Cash and Cash Equivalents at End of Period $ 16,933 $ 55,266 Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Non Cash Financing & Investing Activities, and Other Disclosures Warrants issued in connection with debt issuances $ 17,117 $ - Warrants issued in connection to extinguishment of debt $ - $ 388,511 The accompanying notes are an integral part of these consolidated financial statements. 6 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) June 30, 2026 (1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited 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 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, 2026, which was filed with the SEC on June 29, 2026. The results from operations for the three month period ended June 30, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2027. 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 June 30, 2026, 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 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 months ended June 30, 2026, or 2025, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of June 30, 2026, or 2025, are comprised of warrants convertible into 18,405,002 and 15,645,631 shares of common stock, respectively. New Accounting Pronouncements 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. (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 June 30, 2026, the Company had $ 16,933 of cash assets, compared to $ 32,035 as of March 31, 2026. As of June 30, 2026, the Company had access to draw an additional $ 55,000 on notes payable (see Note 4); $ 4,177,252 on the notes payable, related party (see Note 5); and $ 3,000,000 on the Convertible Debenture Agreement (see Note 6). For the three months ended June 30, 2026, the Company’s average monthly operating expenses were approximately $ 37,000 , which includes salaries of the Company’s employee, consulting agreements and contract labor, general and administrative expenses, and legal and accounting expenses. As management continues to explore additional financing alternatives, beginning July 1, 2026, the Company is expected to spend up to an additional $ 300,000 on these efforts. Outstanding Accounts Payable as of June 30, 2026, totaled $ 452,818 . Management has concluded that its existing capital resources and availability under its existing 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 August 2027. 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 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. 8 ● 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 three months ended June 30, 2026, and 2025. The Company issues warrants from time to time (see Note 7), which fair value is calculated using Level 3 inputs. 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) 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 expired 3 years from the date of the promissory note. Since the original note date, the unsecured promissory note with Satco International, Ltd. has been amended through a series of amendments to extend the due date from August 31 2026 , to August 31, 2027 , 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 6). As of June 30, 2026, and March 31, 2026, accrued interest on the note totaled $ 125,656 , and $ 119,671 respectively. On September 30, 2025, the Company executed a secured promissory note with a shareholder. This promissory note bears interest at a rate of 7.5 % annually, is due September 30, 2026 , functions as a line of credit, and has a credit limit of $ 300,000 . As of June 30, 2026, the company has borrowed $ 245,000 and accrued interest on the note totaled $ 11,093 , and as of March 31, 2026, the company had borrowed $ 245,000 and accrued interest on the note totaled $ 6,512 . (5) NOTES PAYABLE, RELATED PARTY As of June 30, 2026 and March 31, 2026, the Company had borrowed $ 3,378,747 , and $ 3,298,747 , respectively, excluding accrued interest, from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 1,348,189 and $ 0 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2026 and March 31, 2026, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 623,735 and $ 1,883,971 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2026 and March 31, 2026, respectively. 9 Related Party Promissory Notes As of both June 30, 2026, and March 31, 2026, the Company owed $ 826,000 , exclusive of accrued interest, under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8 % annually. The unsecured promissory has a due date of the principal and interest on the note of April 30, 2027 , or at the immediate time when alternative financing or other proceeds are received. During the three months ended June 30, 2026, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of June 30, 2026, accrued interest on the notes totaled $ 642,116 . The total number of warrants issued to the related party lender was 3,160,332 as of June 30, 2026 (See Note 7 for further details on these warrants). Related Party Note Payable and Line of Credit Agreements As of June 30, 2026, and March 31, 2026, the Company owed $ 1,354,550 and $ 1,304,550 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 June 30, 2026, the agreement allowed for borrowings of up to $ 4,600,000 . The note payable has a due date of the principal and interest on the note of May 31, 2028, 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. During the three months ended June 30, 2026, the Company borrowed $ 50,000 and made no repayments of principal on this agreement. As of June 30, 2026, accrued interest on this note totaled $ 623,735 . The total number of warrants issued to the related party lender was 6,020,325 as of June 30, 2026 (see Note 7 for further details on these warrants). As of June 30, 2026, and March 31, 2026, the Company owed $ 1,198,197 and $ 1,168,197 respectfully, exclusive of accrued interest, 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 of May 31, 2027, 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 ended June 30, 2026, the Company borrowed $ 30,000 and made no repayments of principal on this agreement. As of June 30, 2026, accrued interest on this agreement totaled $ 706,074 . The total number of warrants issued to the related party lender was 5,414,345 as of June 30, 2026 (see Note 7 for further details on these warrants). As of June 30, 2026, there was $ 14,321 debt discount on related party notes payable. (6) 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 August 31, 2027 . During the three months ending June 30, 2026, and 2025, the Company did not borrow and made no repayments of principal on this agreement. As of June 30, 2026, and March 31, 2026, 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 June 30, 2026, and March 31, 2026. (7) 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 common shares outstanding. The total number of common shares cancelled/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 due to a related party. 10 Warrants to Purchase Common Stock The Company’s related party lenders consist of: 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 for borrowings occurring on or before March 31, 2024: 10,000 warrants per month the due date is extended plus one warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). For borrowings occurring after March 31, 2024, the formula has been adjusted to the following: 20,000 warrants per month the due date is extended plus one warrant for every $1 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 lenders 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 three months ended June 30, 2026, the Company issued Radiant Life, LLC 60,000 warrants related to a draw on the line of credit. The exercise price of these warrants was $ 0.20 . The value of the warrants on the date of grant related to the draw on the line of credit, as calculated by the Black-Scholes-Merton valuation model was $ 8,188 . The inputs used in this calculation included an expected term of five years , fair value of the underlying common stock of $ 0.20 per share, a risk-free rate of 4.12 %, volatility of 83.03 %, and a dividend rate of 0 %. The fair value of these warrants was allocated on a relative fair value basis under ASC 470 to arrive at a debt discount, the unamortized debt discount relating to these warrants is $ 4,824 as of June 30, 2026. During the three months ended June 30, 2026, the Company issued Kraig Higginson 100,000 warrants related to a draw on the line of credit. The exercise price of these warrants was $ 0.20 . The value of the warrants on the date of grant related to the draw on the line of credit, as calculated by the Black-Scholes-Merton valuation model was $ 13,588 . The inputs used in this calculation included an expected term of five years , fair value of the underlying common stock of $ 0.20 per share, a risk-free rate of 4.18 %, volatility of 82.37 %, and a dividend rate of 0 % . The fair value of these warrants was allocated on a relative fair value basis under ASC 470 to arrive at a debt discount, the unamortized debt discount relating to these warrants is $ 9,497 as of June 30, 2026. During the three months ended June 30, 2025, the Company issued Radiant Life, LLC 1,399,508 warrants in conjunction with an extension of the maturity dates of notes payable. The exercise price of these warrants was $ 0.41 . The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $ 388,511 . The inputs used in this calculation included a fair value of the underlying common stock of $ 0.409 per share, a risk-free rate of 3.81 %, volatility of 82.79 %, and a dividend rate of 0 %. SCHEDULE OF WARRANT OUTSTANDING Number of Warrants Weighted Average Exercise Price ($) Outstanding at March 31, 2025 14,496,123 0.73 Granted 5,535,633 0.41 Reductions ( 1,786,754 ) 0.05 Outstanding at March 31, 2026 18,245,002 0.70 Granted 160,000 0.20 Reductions - - Outstanding at June 30, 2026 18,405,002 0.70 During the year ended March 31, 2026, 5,535,633 warrants were issued. These warrants were issued in association with monies loaned to the company by a related party, and when the Chairman of the Board of Directors and related party investors extended notes payable. These warrants had an exercise price of $ 0.41 . During the year ended March 31, 2026, 1,786,754 warrants expired. These warrants were issued in 2020 in association with monies loaned to the Company by the Chairman of the Board of Directors, and when the Chairman of the Board of Directors and a related party investor extended notes payable. These warrants had an exercise price of $ 0.05 . 11 The following table summarizes the warrants issued and outstanding as of June 30, 2026: SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING Exercise Price ($) Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised 0.05 220,000 220,000 0.21 $ 11,000 0.20 160,000 160,000 4.95 32,000 0.35 3,310,000 3,310,000 2.62 1,158,500 0.41 9,115,212 9,115,212 3.83 3,737,237 1.05 5,049,790 5,049,790 1.23 5,302,280 2.00 50,000 50,000 0.09 100,000 5.00 500,000 500,000 0.57 2,500,000 18,405,002 18,405,002 $ 12,841,017 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. (8) SUBSEQUENT EVENTS Between August 2 and 12, 2026, subsequent to quarter end, 60,000 of the company’s warrants to purchase shares of common stock expired without being exercised. These warrants were issued in 2021 in association with monies loaned to the Company by the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC. These warrants had an exercise price of between $ 0.05 and $ 2.00 . 12