Sundance Strategies, Inc. 10-Q

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 June 30, 2025 ☐ 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 August 13, 2025, the registrant had 43,063,441 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 June 30, 2025 (Unaudited) and March 31, 2025 3 Condensed Consolidated Statements of Operations for the three months ended June 30, 2025, and 2024 (Unaudited) 4 Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended June 30, 2025, and 2024 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025, and 2024 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements June 30, 2025 (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 15 Item 4. Controls and Procedures 15 PART II — OTHER INFORMATION 16 Item 1. Legal Proceedings 16 Item 1A. Risk Factors 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3. Defaults upon Senior Securities 16 Item 4. Mine Safety Disclosures 16 Item 5. Other Information 16 Item 6. Exhibits 17 Signatures 19 2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Balance Sheets June 30, March 31, 2025 2025 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 55,266 $ 168,648 Prepaid expenses and other assets 5,460 9,555 Total Current Assets 60,726 178,203 Total Assets $ 60,726 $ 178,203 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable $ 448,988 $ 446,885 Accrued expenses 946,099 880,073 Current portion of notes payable - 300,000 Current portion of notes payable, related parties 826,000 826,000 Current portion of notes payable 826,000 826,000 Stock repurchase payable 400,000 400,000 Total Current Liabilities 2,621,087 2,852,958 Long-Term Liabilities Accrued expenses 1,198,172 1,164,295 Notes payable 300,000 - Notes payable, related parties, net of current portion 2,464,058 2,464,058 Notes payable 2,464,058 2,464,058 Total Long-Term Liabilities 3,962,230 3,628,353 Total Liabilities 6,583,317 6,481,311 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 2025; and March, 31 2025 43,064 43,064 Additional paid-in capital 32,542,587 32,154,076 Accumulated deficit ( 39,108,242 ) ( 38,500,248 ) Total Stockholders’ Deficit ( 6,522,591 ) ( 6,303,108 ) Total Liabilities and Stockholders’ Deficit $ 60,726 $ 178,203 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Operations (UNAUDITED) 2025 2024 Three Months Ended June 30, 2025 2024 Income from Investments $ - $ - General and Administrative Expenses 130,764 193,107 Loss from Operations ( 130,764 ) ( 193,107 ) Other Income (Expense) Loss on extinguishment of debt ( 388,511 ) - Interest expense ( 88,719 ) ( 88,322 ) Financing expense - ( 155,000 ) Total Other Income (Expense) ( 477,230 ) ( 243,322 ) Loss Before Income Taxes ( 607,994 ) ( 436,429 ) Income Tax Provision (Benefit) - - Net Loss $ ( 607,994 ) $ ( 436,429 ) Loss per share: Loss per share - basic and diluted $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding - basic and diluted 43,063,441 42,282,245 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Stockholders’ Deficit (UNAUDITED) Shares Amount Capital Deficit Deficit Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balance, March 31, 2024 42,258,441 $ 42,259 $ 30,914,682 $ ( 36,896,866 ) $ ( 5,939,925 ) Common stock and warrants issued for cash 180,000 180 179,820 - 180,000 Net loss - - - ( 436,429 ) ( 436,429 ) Balance, June 30, 2024 42,438,441 $ 42,439 $ 31,094,502 $ ( 37,333,295 ) $ ( 6,196,354 ) 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 ) Balance 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 ) Balance 43,063,441 $ 43,064 $ 32,542,587 $ ( 39,108,242 ) $ ( 6,522,591 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 SUNDANCE STRATEGIES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (UNAUDITED) 2025 2024 Three Months Ended June 30, 2025 2024 Operating Activities Net Loss $ ( 607,994 ) $ ( 436,429 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on extinguishment of debt 388,511 - Changes in operating assets and liabilities Prepaid expenses and other assets 4,095 3,555 Accounts payable 2,103 4,742 Accrued expenses 99,903 103,531 Net Cash used in Operating Activities ( 113,382 ) ( 324,601 ) Financing Activities Proceeds from issuance of notes payable, related party - 180,000 Net Cash provided by Financing Activities - 180,000 Net Change in Cash and Cash Equivalents ( 113,382 ) ( 144,601 ) Cash and Cash Equivalents at Beginning of Period 168,648 329,860 Cash and Cash Equivalents at End of Period $ 55,266 $ 185,259 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 to extinguishment of debt $ 388,511 $ - 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) June 30, 2025 (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, 2025, which was filed with the SEC on June 30, 2025. The results from operations for the three month period ended June 30, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2026. 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, 2025, 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 The Company has developed an additional business offering 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. 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, 2025, or 2024, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of June 30, 2025, and 2024, are comprised of warrants convertible into 15,645,631 and 12,008,544 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, 2025, the Company had $ 55,266 of cash assets, compared to $ 168,648 as of March 31, 2025. As of June 30, 2025, the Company had access to draw an additional $ 4,265,942 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, 2025, the Company’s average monthly operating expenses were approximately $ 45,000 , 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, in the Company’s pursuit of other debt and equity financing opportunities, $ 0 and $ 155,000 were incurred during the three months ended June 30, 2025, and 2024, respectively. As management continues to explore additional financing alternatives, beginning July 1, 2025, the Company is expected to spend up to an additional $ 300,000 on these efforts. Outstanding Accounts Payable as of June 30, 2025, totaled $ 448,988 . 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 2026. 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. 8 (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 three months ended June 30, 2025, and 2024. 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 expiring in 3 years from the date of the promissory note, which are now expired. 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 April 6, 2023, to August 31, 2026 (see note 8), 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, 2025, accrued interest on the note totaled $ 101,655 . (5) NOTES PAYABLE, RELATED PARTY As of June 30, 2025, and March 31, 2025, the Company had borrowed $ 3,290,058 , and $ 3,340,058 , respectively, excluding accrued interest, from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $ 530,898 and $ 504,608 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $ 1,096,516 and $ 1,040,070 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2025, and March 31, 2025, respectively. 9 Related Party Promissory Notes As of both June 30, 2025, and March 31, 2025 , 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. On January 26, 2024, as per the provision outlined in Note 7, Mr. Dickman agreed to extend the unsecured promissory note to November 30, 2025. The Company agreed to provide Mr. Dickman with warrants to purchase 563,000 shares of common stock (see Note 8). During the three months ended June 30, 2025 , the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of June 30, 2025 , accrued interest on the notes totaled $ 530,898 . 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 1,994,332 as of June 30, 2025 (See Note 7 for further details on these warrants). Related Party Note Payable and Line of Credit Agreements As of June 30, 2025, and March 31, 2025 , the Company owed $ 1,304,550 , 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, 2025 , the agreement allowed for borrowings of up to $ 4,600,000 . After an extension on the due date of this note payable subsequent to quarter end (see note 8) the note payable has a due date of the principal and interest on the note of November 30, 2026, 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, 2025, the Company did not borrow and made no repayments of principal on this agreement. As of June 30, 2025 , accrued interest on this note totaled $ 525,595 . The total number of warrants issued to the related party lender was 5,212,775 as of June 30, 2025 (see Note 7 for further details on these warrants). As of June 30, 2025, and March 31, 2025, the Company owed $ 1,159,508 , 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 November 30, 2026, 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, 2025, the Company did not borrow and made no repayments of principal on this agreement. As of June 30, 2025, accrued interest on this agreement totaled $ 570,921 . The total number of warrants issued to the related party lender was 4,628,524 as of June 30, 2025 (see Note 7 for further details on these warrants). As of June 30, 2025, there was no unamortized 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, 2026 . During the three months ending June 30, 2025, and 2024, the Company did not borrow and made no repayments of principal on this agreement. As of June 30, 2025, and March 31, 2025, 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, 2025, and March 31, 2025. 10 (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 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 due 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. Between September 20, 2023 and July 10, 2024, the Company received subscription agreements from ten separate investors, for 1,655,000 shares of common stock in conjunction with a purchase of 3,310,000 warrants to purchase shares of common stock. The proceeds from these transactions were $ 1,655,000 . 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), for extensions occurring after March 31, 2024, 20,000 warrants per month the due date is extended plus 1 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 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 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 of 3.81 %, volatility of 82.79 %, and a dividend rate of 0 %. Between June 18, 2024, and July 10, 2024, the Company issued 1,610,000 warrants to equity investors, which vested immediately and expire 5 years from the date of issuance, in conjunction with a purchase of 805,000 shares of the Company’s common stock. The exercise price of these warrants was $ 0.35 . During the three months ended June 30, 2025, 250,000 warrants expired. These warrants were issued in 2020 in association with monies loaned to the Company by the Chairman of the Board of Directors. These warrants had an exercise price of $ 0.05 . During the year ended March 31, 2025, 2,702,000 warrants that had been previously issued expired. Of these warrants, 1,000,000 had an exercise price of $ 1.00 and were issued in 2021 in association with the unsecured promissory note agreement that the Company has in place with Satco International, 450,000 had an exercise price of $ 0.05 and were issued in 2019 in association with the extension of notes payable to Mr. Dickman, 702,000 had an exercise price of $ 0.05 and were issued in 2020 in association with monies loaned to the Company by Mr. Dickman, and 500,000 had an exercise price of $ 0.05 and were issued in 2020 in association with the extension of notes payable to the Chairman of the Board of Directors. 11 SCHEDULE OF WARRANT OUTSTANDING Number of Warrants Weighted Average Exercise Price ($) Outstanding at March 31, 2024 14,043,573 0.75 Granted 3,154,550 0.38 Reductions ( 2,702,000 ) 0.40 Outstanding at March 31, 2025 14,496,123 0.73 Granted 1,399,508 0.41 Reductions ( 250,000 ) 0.05 Outstanding at June 30, 2025 15,645,631 0.72 The following table summarizes the warrants issued and outstanding as of June 30, 2025: SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING Exercise Price ($) Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised 0.05 1,756,754 1,756,754 0.39 $ 87,839 0.35 3,310,000 3,310,000 3.62 1,158,500 0.41 4,979,087 4,979,087 2.88 2,041,426 1.05 5,049,790 5,049,790 2.24 5,302,280 2.00 50,000 50,000 1.09 100,000 5.00 500,000 500,000 1.57 2,500,000 15,645,631 15,645,631 $ 11,190,045 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 The Company has evaluated subsequent events through August 13 , 2025, the date of these financial statements. Based on this evaluation, management has determined that there are no events or transactions that have occurred subsequent to the balance sheet date that would require disclosure in these financial statements. 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. Overview Legacy Business (Overview): Our historical business model focused on purchasing or acquiring life insurance policies and related residual interests, such as net insurance benefits (NIBs). These NIBs provided us with the right to receive a portion of settlement proceeds from third-party-held policy portfolios, after associated servicing and financing costs. As of the date of this report, we no longer directly hold NIBs or life insurance policies. Current Focus: 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. 13 The Company has developed an additional business offering 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 implement 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. Results of Operations Three-Months Ended June 30, 2025, Compared with Three-Months Ended June 30, 2024 Interest Income Due to the Company not holding NIBs, no interest income was recorded for the three months ended June 30, 2025, or 2024. General & Administrative Expenses General and administrative expenses totaled $130,764, and $193,107 during the three months ended June 30, 2025, and 2024, respectively. A significant portion of these expenses were professional fees and payroll costs. Other Income and Expenses During the three months ended June 30, 2025, we recognized $388,511, as a loss on extinguishment of debt in conjunction with related party debt. During the three months ended June 30, 2025, and 2024, interest expense accrued in the amount of $88,719 and $88,322, respectively. During the three months ended June 30, 2025, and 2024, other expenses related to pursuing potential financing alternatives were $0, and $155,000, respectively. These expenses are related to additional consultant fees in pursuit of bonds. Income Taxes During the three months ended June 30, 2025, and 2024, the Company recorded net loss before income taxes of $607,994, and $436,429, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset. The relative increase in net loss before income taxes is due to the loss on extinguishment of debt. 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 June 30, 2025, we had $55,266 of cash, compared to $168,648 as of March 31, 2025. As of June 30, 2025, the Company had access to draw an additional $4,265,942 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately $45,000, 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 June 30, 2025, totaled $448,988, and other accrued liabilities totaled $2,144,271. 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 August 2026. 14 Debt At June 30, 2025, we owed $5,443,352, including accrued interest, for debt obligations. We owed $3,290,058 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 June 30, 2025, a line-of-credit to a third party had a balance of $1,159,508 due on November 30, 2026, 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 $1,304,550 and is currently extended due on November 30, 2026. As of June 30, 2025, unsecured promissory notes had principal balances totaling $826,000 and are due on November 30, 2025. The convertible debenture agreement, which has no principal balance due as of June 30, 2025, is open through August 31, 2026. As of August 13, 2025, there was $4,265,942 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, 2025, which was filed with the SEC on June 30, 2025. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. 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 Form 10-K 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 first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 15 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, 2025, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended June 30, 2025, to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed June 30, 2025. 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. 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 June 30, 2025. Item 3. Defaults upon Senior Securities. None; not applicable. Item 4. Mine Safety Disclosures. None; not applicable. Item 5. Other Information. None; not applicable. 16 Item 6. Exhibits Exhibit No. Exhibit Description 3.1 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. 000-50547) 3.2 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. 000-50547) 3.3 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. 000-50547) 3.4 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. 000-50547) 4.1 Description of Securities Registered Under Section 12 of the Exchange Act 10.1 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. 000-50547) 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) 10.24 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. 000-50547) 10.25 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. 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). 10.28 Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated November 5, 2019 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.29 Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated February 4, 2020(incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.30 Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated January 8, 2020 (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.31 First Amendment to the Note Payable and Line of Credit Agreement between Sundance Strategies, Inc. and Kraig Higginson, dated April 3, 2020 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.32 Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated November 5, 2019 (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.33 Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated July 13, 2020 (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.34 Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated December 19, 2019 (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.35 Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated April 6, 2021 (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.36 Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated August 9, 2021 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.37 Promissory Note between Sundance Strategies, Inc. and Radiant Life, LLC, dated July 29, 2021 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547) 10.38 Private Placement Memorandum, effective November 5, 2022 (incorporated by reference to Exhibit 10.37 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 (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed June 29, 2023, File No. 000-50547) 17 10.41 Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. 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. 000-50547) 10.42 Extension Agreement to Promissory Note between Sundance Strategies, Inc. 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. 000-50547) 10.43 Extension to Promissory Note between Sundance Strategies, Inc. 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. 000-50547) 10.44 Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. 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. 000-50547) 10.45 Extension Agreement to Promissory Note between Sundance Strategies, Inc. 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. 000-50547) 10.46 Extension to Promissory Note between Sundance Strategies, Inc. 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. 000-50547) 10.47 Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated January 26, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed July 1, 2024, File No. 000-50547) 10.48 Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated January 26, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K filed July 1, 2024, File No. 000-50547) 10.49 Extension to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated February 1, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K filed July 1, 2024, File No. 000-50547) 10.50 Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated January 3, 2025* 10.51 Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated January 24, 2025* 10.52 Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated January 26, 2025* 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 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a)* 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350‡ 101 INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document** 101 SCH Inline XBRL Schema Document** 101 CAL Inline XBRL Calculation Linkbase Document** 101 DEF Inline XBRL Defindition Linkbase Document** 101 LAB Inline XBRL Labels Linkbase Document** 101 PRE Inline XBRL Presentation Linkbase Document** 104 Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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, 2025, filed with the Securities and Exchange Commission on June 30, 2025, and incorporated by reference herein. ‡ 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 Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. 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: August 13, 2025 By: /s/ Randall F. Pearson Randall F. Pearson President and Principal Financial Officer 19