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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the Quarterly Period Ended September 30, 2024
   
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the Transition Period From ___________ to ___________

 

Commission File Number 000-50547

 

SUNDANCE STRATEGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0515333

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

     
4626 North 300 West, Suite No. 365, Provo, Utah   84604
(Address of principal executive offices)   (Zip Code)

 

(801) 717-3935

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to section 12(b) of the Exchange Act:

None

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SUND   OTCQB

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer Smaller reporting company
    Emerging Growth Company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No

 

As of November 8, 2024, 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  
 
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and March 31, 2024 3
Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2024, and 2023 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Deficit for the six months ended September 30, 2024, and 2023 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024, and 2023 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements September 30, 2024 (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 16
   
Item 4. Controls and Procedures 16
   
PART II — OTHER INFORMATION 17
   
Item 1. Legal Proceedings 17
   
Item 1A. Risk Factors 17
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
   
Item 3. Defaults upon Senior Securities 17
   
Item 4. Mine Safety Disclosures 17
   
Item 5. Other Information 17
   
Item 6. Exhibits 18
   
Signatures 20

 

2

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

   September 30,    
   2024   March 31, 
   (UNAUDITED)   2024 
         
ASSETS          
Current Assets          
Cash and cash equivalents  $428,475   $329,860 
Prepaid expenses and other assets   17,564    9,075 
           
Total Current Assets   446,039    338,935 
           
Total Current Assets  $446,039   $338,935 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Accounts payable  $447,688   $447,862 
Accrued expenses   465,533    433,201 
Current portion of notes payable   300,000    300,000 
Current portion of notes payable, related parties   -    50,000 
Stock repurchase payable   400,000    400,000 
Total Current Liabilities   1,613,221    1,631,063 
           
Long-Term Liabilities          
Accrued expenses   1,382,517    1,357,739 
Notes payable, related parties, net of current portion, net of debt discount   3,290,058    3,290,058 
           
Total Long-Term Liabilities   4,672,575    4,647,797 
           
Total Liabilities   6,285,796    6,278,860 
           
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 September, 30 2024; and 42,258,441 shares issued and oustanding as of March, 31 2024   43,064    42,259 
Additional paid-in capital   31,718,877    30,914,682 
Accumulated deficit   (37,601,698)   (36,896,866)
           
Total Stockholders’ Deficit   (5,839,757)   (5,939,925)
           
Total Liabilities and Stockholders’ Deficit  $446,039   $338,935 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(UNAUDITED)

 

   2024   2023   2024   2023 
   Three Months Ended September 30,   Six Months Ended September 30, 
   2024   2023   2024   2023 
                 
Income from Investments  $-   $-   $-   $- 
                     
General and Administrative Expenses   166,837    92,698    359,944    223,997 
                     
Loss from Operations   (166,837)   (92,698)   (359,944)   (223,997)
                     
Other Income (Expense)                    
Loss on extinguishment of debt   -    -    -    (398,920)
Gain on settlement of liabilities   -    -    -    290,000 
Interest expense   (86,566)   (108,286)   (174,888)   (206,259)
Financing expense   (15,000)   -    (170,000)   - 
                     
Total Other Income (Expense)   (101,566)   (108,286)   (344,888)   (315,179)
                     
Loss Before Income Taxes   (268,403)   (200,984)   (704,832)   (539,176)
Income Tax Provision (Benefit)   -    -    -    - 
                     
Net Loss  $(268,403)  $(200,984)  $(704,832)  $(539,176)
                     
Earnings (loss) per share:                    
Loss per share - basic and diluted  $(0.01)  $(0.00)  $(0.02)  $(0.01)
                     
Weighted average shares outstanding - basic and diluted   43,043,604    41,432,354    42,665,135    41,420,463 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Deficit

For the Six Months Ended September 30, 2024 and 2023

(UNAUDITED)

 

   Shares   Amount   Capital   Deficit   Deficit 
           Additional       Total 
   Common Stock   Paid-In   Accumulated   Stockholders’ 
   Shares   Amount   Capital   Deficit   Deficit 
                     
Balance, March 31, 2023   41,408,441   $41,409   $28,986,558   $(35,061,875)  $   (6,033,908)
                          
Warrants issued in connection with debt issuances   -    -    73,712    -    73,712 
                          
Warrants issued in connection to extinguishment of debt   -    -    398,920    -    398,920 
                          
Net loss   -    -    -    (338,192)   (338,192)
                          
Balance, June 30, 2023   41,408,441   $41,409   $29,459,190   $(35,400,067)  $(5,899,468)
                          
Common stock and warrants issued for cash   200,000    200    199,800    -    200,000 
                          
Warrants issued in connection with debt issuances   -    -    40,985    -    40,985 
                          
Warrants issued in connection to extinguishment of debt   -    -    -    -    - 
                          
Net loss   -    -    -    (200,984)   (200,984)
                          
Balance, September 30, 2023   41,608,441   $41,609   $29,699,975   $(35,601,051)  $(5,859,467)

 

           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)
                          
Common stock and warrants issued for cash   625,000    625    624,375    -    625,000 
                          
Net loss   -    -    -    (268,403)   (268,403)
                          
Balance, September 30, 2024   43,063,441   $43,064   $31,718,877   $(37,601,698)  $(5,839,757)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

 

   2024   2023 
   Six Months Ended September 30, 
   2024   2023 
         
Operating Activities          
           
Net Loss  $(704,832)  $(539,176)
Adjustments to reconcile net loss to net cash used in operating activities:          
Loss on extinguishment of debt   -    398,920 
Gain on settlement of liabilities   -    (290,000)
Amortization of debt discount   -    38,304 
Changes in operating assets and liabilities          
Prepaid expenses and other assets   (8,489)   (7,890)
Accounts payable   (174)   - 
Accrued expenses   57,110    203,331 
           
Net Cash used in Operating Activities   (656,385)   (196,511)
           
Financing Activities          
           
Proceeds from issuance of common stock and warrants   805,000    200,000 
Proceeds from issuance of notes payable, related party   -    180,950 
Repayment of notes payable, related party   (50,000)   - 
           
Net Cash provided by Financing Activities   755,000    380,950 
           
Net Change in Cash and Cash Equivalents   98,615    184,439 
Cash and Cash Equivalents at Beginning of Period   329,860    553 
           
Cash and Cash Equivalents at End of Period  $428,475   $184,992 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $150,000   $- 
Cash paid for income taxes  $-   $- 
           
Non Cash Financing & Investing Activities, and Other Disclosures          
Issued warrants as debt issuance costs  $-   $114,697 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

September 30, 2024

 

(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, 2024, which was filed with the SEC on July 1, 2024. The results from operations for the three- and six-month period ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2025. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at September 30, 2024 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 and six months ended September 30, 2024, or 2023, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of September 30, 2024, and 2023, are comprised of warrants convertible into 14,653,573 and 10,708,544 shares of common stock, respectively.

 

New Accounting Pronouncements

 

Not Yet Adopted

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

 

(2) LIQUIDITY REQUIREMENTS

 

Since the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties, and the issuance of notes payable and convertible debentures. As of September 30, 2024, the Company had $428,475 of cash assets, compared to $329,860 as of March 31, 2024. As of September 30, 2024, 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 six months ended September 30, 2024, the Company’s average monthly operating expenses were approximately $63,000, which includes salaries of the Company’s employee, consulting agreements and contract labor, general and administrative expenses, and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $170,000 and $0 were incurred during the six months ended September 30, 2024, and 2023, respectively. As management continues to explore additional financing alternatives, beginning October 1, 2024, the Company is expected to spend up to an additional $300,000 on these efforts. Outstanding Accounts Payable as of September 30, 2024, totaled $447,688. 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 November 2025. 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.

 

8

 

 

The accompanying financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business.

 

(3) FAIR VALUE MEASUREMENTS

 

As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.

 

Those levels of input are summarized as follows:

 

Level 1: Quoted prices in active markets for identical assets and liabilities.
   
Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
   
Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the six months ended September 30, 2024, and 2023.

 

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, 2025, 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 September 30, 2024, accrued interest on the note totaled $83,704.

 

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(5) NOTES PAYABLE, RELATED PARTY

 

As of September 30, 2024, and March 31, 2024, 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 $0 and $11,925 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $1,382,517 and $1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively.

 

Related Party Promissory Notes

 

As of both September 30, 2024, and March 31, 2024, 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 six months ended September 30, 2024, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of September 30, 2024, accrued interest on the notes totaled $453,569. 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 3,196,332 as of September 30, 2024 (See Note 7 for further details on these warrants).

 

On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bore interest at a rate of 8% annually. After a series of amendments, on July 2, 2024 the company fully repaid the principal and interest due on this note, totaling $63,200.

 

Related Party Note Payable and Line of Credit Agreements

 

As of September 30, 2024, and March 31, 2024, 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 September 30, 2024, 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 November 30, 2025, 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 six months ended September 30, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of September 30, 2024, accrued interest on this note totaled $452,416. The total number of warrants issued to the related party lender was 4,418,225 as of September 30, 2024 (see Note 7 for further details on these warrants).

 

As of September 30, 2024, and March 31, 2024, 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, 2025, 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 six months ended September 30, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of September 30, 2024, accrued interest on this agreement totaled $476,532. The total number of warrants issued to the related party lender was 3,229,016 as of September 30, 2024 (see Note 7 for further details on these warrants).

 

As of September 30, 2024, there was no unamortized debt discount on related party notes payable.

 

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(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 November 30, 2024. As of September 30, 2024, and March 31, 2024, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024.

 

(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. On September 20, 2023, the Company received subscription agreements from an investor, for 200,000 shares of common stock in conjunction with a purchase of 400,000 warrants to purchase shares of common stock. The proceeds from this transaction were $400,000. On October 4, 2023, the Company received subscription agreements from three separate investors, for 650,000 shares of common stock in conjunction with a purchase of 1,300,000 warrants to purchase shares of common stock. The proceeds from this transaction were $650,000.

 

Between June 18, 2024, and July 10, 2024, the Company received subscription agreements from seven separate investors, for 805,000 shares of common stock in conjunction with a purchase of 1,610,000 warrants to purchase shares of common stock. The proceeds from these transactions were $805,000.

 

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). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.

 

During the six months ended September 30, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life, LLC or Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above.

 

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.

 

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During the six months ended September 30, 2024, 1,000,000 warrants that had been previously issued expired. These warrants 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.

   Number of Warrants   Weighted Average Exercise Price ($) 
Outstanding at March 31, 2024   14,043,573    0.75 
Granted to investors for cash   1,610,000    0.35 
Expired   (1,000,000)   1.00 
Outstanding at September 30, 2024   14,653,573    0.69 
Exercisable at September 30, 2024   14,653,573    0.69 

 

The following table summarizes the warrants issued and outstanding as of September 30, 2024:

 

Exercise Price ($)   Warrants Outstanding   Warrants Exercisable   Weighted Average Remaining Contractual Life (Years)   Proceeds to Company if Exercised 
                  
 0.05    3,708,754    3,708,754    0.70   $185,439 
 0.35    3,310,000    3,310,000    4.37    1,158,500 
 0.41    2,035,029    2,035,029    4.33    834,362 
 1.05    5,049,790    5,049,790    2.98    5,302,280 
 2.00    50,000    50,000    1.84    100,000 
 5.00    500,000    500,000    2.32    2,500,000 
      14,653,573    14,653,573        $10,080,581 

 

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 November 8, 2024, 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.

 

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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

 

Our historical business model has focused on purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the “life settlements market.”

 

We currently do not hold life settlement or life insurance policies but, rather, previously held a contractual right to receive the net insurance benefits, or “NIBs”, from a portfolio of life insurance policies held by a third party (“the Owners” or “the Holders”). These NIBs represented an indirect, residual ownership interest in a portfolio of individual life insurance policies, and they allowed us to receive a portion of the settlement proceeds from such policies, after expenses related to the acquisition, financing, insuring and servicing of the policies underlying our NIBs have been paid.

 

NIBs are generally sold by an entity that holds the underlying life settlement or life insurance policies, either directly or indirectly through a subsidiary, such an entity being referred to herein as a “Holder.” A Holder, either directly or through a wholly owned subsidiary, purchases life insurance policies either from the insured or on the secondary market and aggregates them into a portfolio of policies. At the time of purchase, the Holder also (i) contracts with a service provider to manage the servicing of the policies until maturity, (ii) consider purchasing mortality re-insurance (“MRI”) coverage under which payments will be made to the Holder in the event the insurance policies do not mature according to actuarial life expectancies, and (iii) arranges financing to cover the initial purchase of the insurance policies, the servicing of the life insurance policies until maturity and the payment of the MRI premiums. The financing obtained by the Holder for a portfolio of life settlement or life insurance policies is secured by the insurance policies for which the financing was obtained. After a Holder purchases policies, aggregates them into a portfolio and arranges for the servicing, MRI coverage and financing, the Holder contracts to sell NIBs related to the policies, which gives the holder of the NIBs the right to receive the proceeds from the settlement of the insurance policies after all of the expenses related to such policies have been paid. When an insurance policy underlying our NIBs comes to maturity, the insurance proceeds are first used to pay expenses associated with such policy. Once all of the expenses have been paid, the Holder will retain a small percentage of the proceeds and then will pay the remaining insurance proceeds to us.

 

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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.

 

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 September 30, 2024, Compared with Three-Months Ended September 30, 2023

 

Interest Income

 

Due to the Company not holding NIBs, no interest income was recorded for the three months ended September 30, 2024, or 2023.

 

General & Administrative Expenses

 

General and administrative expenses totaled $166,837, and $92,698 during the three months ended September 30, 2024, and 2023, respectively. A significant portion of these expenses were professional fees and payroll costs. The increase in general and administrative expenses is a result of increased professional fees.

 

Other Income and Expenses

 

During the three months ended September 30, 2024, and 2023, interest expense accrued in the amount of $86,566 and $108,286, respectively. The decrease in interest expense was a result of no amortized debt discounts recognized during the three months ended September 30, 2024, and a payment made on principal and interest.

 

During the three months ended September 30, 2024, other expenses related to pursuing potential financing alternatives were $15,000. These expenses are related to additional consultant fees in pursuit of bonds.

 

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Income Taxes

 

During the three months ended September 30, 2024, and 2023, the Company recorded net loss before income taxes of $268,403, and $200,984, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

 

Six-Months Ended September 30, 2024, Compared with Six-Months Ended September 30, 2023

 

Interest Income

 

Due to the Company not holding NIBs, no interest income was recorded for the six months ended June 30, 2024, or 2023.

 

General & Administrative Expenses

 

General and administrative expenses totaled $359,944, and $223,997 during the six months ended September 30, 2024, and 2023, respectively. A significant portion of these expenses were professional fees and payroll costs. The increase in general and administrative expenses is a result of increased professional fees.

 

Other Income and Expenses

 

During the six months ended September 30, 2023, we recognized $398,920, as a loss on extinguishment of debt in conjunction with related party debt.

 

During the six months ended September 30, 2023, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by $290,000. This gain was recorded as a gain on settlement of liabilities.

 

During the six months ended September 30, 2024, and 2023, interest expense accrued in the amount of $174,888 and $206,259, respectively. The decrease in interest expense was a result of no amortized debt discounts recognized during the six months ended September 30, 2024.

 

During the six months ended September 30, 2024, other expenses related to pursuing potential financing alternatives were $170,000. These expenses are related to additional consultant fees in pursuit of bonds.

 

Income Taxes

 

During the six months ended September 30, 2024, and 2023, the Company recorded net loss before income taxes of $704,832, and $539,176, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

 

Liquidity and Capital Resources

 

Since our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes payable from related parties and the issuance of convertible debentures. As of September 30, 2024, we had $428,475 of cash, compared to $329,860 as of March 31, 2024. As of September 30, 2024, 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 $63,000, which includes salaries of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of September 30, 2024, totaled $447,688, and other accrued liabilities totaled $1,848,050. We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements for at least the next 12 months, or through November 2025.

 

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Debt

 

At September 30, 2024, we owed $5,180,504, 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 September 30, 2024, a line-of-credit to a third party had a balance of $1,159,508 due on November 30, 2025, 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, 2025. As of September 30, 2024, 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 September 30, 2024, is open through November 30, 2024. As of November 8, 2024, 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, 2024, which was filed with the SEC on July 1, 2024.

 

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 10K filed on June 29, 2022.

 

Our principal executive and principal financial officer is in the process of performing a review of our processes and controls over complex accounting matters relating to the valuation of equity-based compensation instruments.

 

Changes in Internal Control

 

There 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.

 

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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, 2024, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended September 30, 2024, to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Purchases of Equity Securities by the Issuer

 

There were no repurchases of equity during the quarter ended September 30, 2024.

 

Item 3. Defaults upon Senior Securities.

 

None; not applicable.

 

Item 4. Mine Safety Disclosures.

 

None; not applicable.

 

Item 5. Other Information.

 

None; not applicable.

 

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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)
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)

 

18

 

 

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*
10.48   Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated January 26, 2024*
10.49   Extension to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated February 1, 2024*
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, 2024, filed with the Securities and Exchange Commission on July 1, 2024, 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.

 

19

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SUNDANCE STRATEGIES, INC.
     
Date: November 8, 2024 By: /s/ Randall F. Pearson
    Randall F. Pearson
    President and Principal Financial Officer

 

20

 

Exhibit 4.1

 

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Sundance Strategies, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock.

 

DESCRIPTION OF CAPITAL STOCK

 

The following summary of the terms of our capital stock is based upon our Restated Articles of Incorporation (the “Articles of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”). The summary is not complete and is qualified by reference to our Articles of Incorporation and our Bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of the Nevada Corporations Code for additional information.

 

Authorized Shares of Capital Stock

 

The aggregate number of shares which this Corporation shave have authority to issue is 510,000,000 shares, comprised of 500,000,000 shares of common stock of a par value of $0.001 per share, and 10,000,000 shares of preferred stock of a par value of $0.001 per share. The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred stock or any class or series thereof, by amendment hereto, without shareholder approval, as provided in the NRS. As of November 8, 2024, the registrant had 43,063,441 shares of common stock, par value $0.001, issued and outstanding.

 

Listing

 

Sundance Strategies common stock is currently listed on the “pink sheets” of the OTC markets under the symbol “SUND.”

 

Voting Rights

 

Each outstanding share of the corporation entitled to vote shall be entitled to one (1) vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one (1) vote per share in the manner provided by the Articles of Incorporation. Pursuant to our Articles of Incorporation, shareholders do not have the right to vote cumulatively.

 

Dividend Rights

 

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and Bylaws.

 

Rights upon Liquidation

 

The rights of the shares or a series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority of payment of a series is subject to determination by the Board of Directors.

 

Other Rights and Preferences

 

Our common stock has no sinking fund, redemption provision, or preemptive, conversion, or exchange rights. Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President or member of the Board of Directors or by written request of holders of not less than one-tenth (1/10th) of all the shares entitled to vote at the meeting.

 

Transfer Agent and Registrar

 

Action Stock Transfer Corporation, located in Utah, is the transfer agent and registrar for our common stock.

 

Certain Anti-Takeover Effects

 

Certain provisions of our Articles of Incorporation and Bylaws may be deemed to have an anti-takeover effect.

 

Additional Authorized Shares of Capital Stock. The additional shares of authorized common stock and preferred stock available for issuance under our Articles of Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.

 

Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult, or to discourage, an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

I, Randall F. Pearson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Sundance Strategies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 8, 2024 By: /s/ Randall F. Pearson
    Randall F. Pearson
    President and Principal Executive Officer

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

I, Randall F. Pearson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Sundance Strategies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 8, 2024 By: /s/ Randall F. Pearson
    Randall F. Pearson
    President and Principal Financial Officer

 

 

 

 

EXHIBIT 32

 

CERTIFICATION OF PRINCIPAL

EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this quarterly report on Form 10-Q of Sundance Strategies, Inc. (the “Company”) for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randall F. Pearson, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

  (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 8, 2024 By: /s/ Randall F. Pearson
    Randall F. Pearson
   

President, Principal Executive Officer and

Principal Financial Officer

 

 

v3.24.3
Cover - $ / shares
6 Months Ended
Sep. 30, 2024
Nov. 08, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --03-31  
Entity File Number 000-50547  
Entity Registrant Name SUNDANCE STRATEGIES, INC.  
Entity Central Index Key 0001171838  
Entity Tax Identification Number 88-0515333  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 4626 North 300 West  
Entity Address, Address Line Two Suite No. 365  
Entity Address, City or Town Provo  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84604  
City Area Code (801)  
Local Phone Number 717-3935  
Trading Symbol SUND  
Title of 12(g) Security Common Stock, $0.001 par value  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   43,063,441
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Current Assets    
Cash and cash equivalents $ 428,475 $ 329,860
Prepaid expenses and other assets 17,564 9,075
Total Current Assets 446,039 338,935
Current Liabilities    
Accounts payable 447,688 447,862
Accrued expenses 465,533 433,201
Stock repurchase payable 400,000 400,000
Total Current Liabilities 1,613,221 1,631,063
Long-Term Liabilities    
Accrued expenses 1,382,517 1,357,739
Total Long-Term Liabilities 4,672,575 4,647,797
Total Liabilities 6,285,796 6,278,860
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 September, 30 2024; and 42,258,441 shares issued and oustanding as of March, 31 2024 43,064 42,259
Additional paid-in capital 31,718,877 30,914,682
Accumulated deficit (37,601,698) (36,896,866)
Total Stockholders’ Deficit (5,839,757) (5,939,925)
Total Liabilities and Stockholders’ Deficit 446,039 338,935
Nonrelated Party [Member]    
Current Liabilities    
Current portion of notes payable, 300,000 300,000
Related Party [Member]    
Current Liabilities    
Current portion of notes payable, 50,000
Long-Term Liabilities    
Notes payable, net of current portion, net of debt discount $ 3,290,058 $ 3,290,058
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Mar. 31, 2024
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 500,000,000 500,000,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares issued 43,063,441 42,258,441
Common stock, shares outstanding 43,063,441 42,258,441
v3.24.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Income from Investments
General and Administrative Expenses 166,837 92,698 359,944 223,997
Loss from Operations (166,837) (92,698) (359,944) (223,997)
Other Income (Expense)        
Loss on extinguishment of debt (398,920)
Gain on settlement of liabilities 290,000
Interest expense (86,566) (108,286) (174,888) (206,259)
Financing expense (15,000) (170,000)
Total Other Income (Expense) (101,566) (108,286) (344,888) (315,179)
Loss Before Income Taxes (268,403) (200,984) (704,832) (539,176)
Income Tax Provision (Benefit)
Net Loss $ (268,403) $ (200,984) $ (704,832) $ (539,176)
Earnings (loss) per share:        
Loss per share - basic $ (0.01) $ (0.00) $ (0.02) $ (0.01)
Loss per share - diluted $ (0.01) $ (0.00) $ (0.02) $ (0.01)
Weighted average shares outstanding - basic 43,043,604 41,432,354 42,665,135 41,420,463
Weighted average shares outstanding - diluted 43,043,604 41,432,354 42,665,135 41,420,463
v3.24.3
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Mar. 31, 2023 $ 41,409 $ 28,986,558 $ (35,061,875) $ (6,033,908)
Balance, shares at Mar. 31, 2023 41,408,441      
Warrants issued in connection with debt issuances 73,712 73,712
Warrants issued in connection to extinguishment of debt 398,920 398,920
Net loss (338,192) (338,192)
Balance at Jun. 30, 2023 $ 41,409 29,459,190 (35,400,067) (5,899,468)
Balance, shares at Jun. 30, 2023 41,408,441      
Balance at Mar. 31, 2023 $ 41,409 28,986,558 (35,061,875) (6,033,908)
Balance, shares at Mar. 31, 2023 41,408,441      
Net loss       (539,176)
Balance at Sep. 30, 2023 $ 41,609 29,699,975 (35,601,051) (5,859,467)
Balance, shares at Sep. 30, 2023 41,608,441      
Balance at Jun. 30, 2023 $ 41,409 29,459,190 (35,400,067) (5,899,468)
Balance, shares at Jun. 30, 2023 41,408,441      
Warrants issued in connection with debt issuances 40,985 40,985
Warrants issued in connection to extinguishment of debt
Net loss (200,984) (200,984)
Common stock and warrants issued for cash $ 200 199,800 200,000
Common stock and warrants issued for cash, shares 200,000      
Balance at Sep. 30, 2023 $ 41,609 29,699,975 (35,601,051) (5,859,467)
Balance, shares at Sep. 30, 2023 41,608,441      
Balance at Mar. 31, 2024 $ 42,259 30,914,682 (36,896,866) (5,939,925)
Balance, shares at Mar. 31, 2024 42,258,441      
Net loss (436,429) (436,429)
Common stock and warrants issued for cash $ 180 179,820 180,000
Common stock and warrants issued for cash, shares 180,000      
Balance at Jun. 30, 2024 $ 42,439 31,094,502 (37,333,295) (6,196,354)
Balance, shares at Jun. 30, 2024 42,438,441      
Balance at Mar. 31, 2024 $ 42,259 30,914,682 (36,896,866) (5,939,925)
Balance, shares at Mar. 31, 2024 42,258,441      
Net loss       (704,832)
Balance at Sep. 30, 2024 $ 43,064 31,718,877 (37,601,698) (5,839,757)
Balance, shares at Sep. 30, 2024 43,063,441      
Balance at Jun. 30, 2024 $ 42,439 31,094,502 (37,333,295) (6,196,354)
Balance, shares at Jun. 30, 2024 42,438,441      
Net loss (268,403) (268,403)
Common stock and warrants issued for cash $ 625 624,375 625,000
Common stock and warrants issued for cash, shares 625,000      
Balance at Sep. 30, 2024 $ 43,064 $ 31,718,877 $ (37,601,698) $ (5,839,757)
Balance, shares at Sep. 30, 2024 43,063,441      
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating Activities        
Net Loss $ (268,403) $ (200,984) $ (704,832) $ (539,176)
Adjustments to reconcile net loss to net cash used in operating activities:        
Loss on extinguishment of debt 398,920
Gain on settlement of liabilities (290,000)
Amortization of debt discount     38,304
Changes in operating assets and liabilities        
Prepaid expenses and other assets     (8,489) (7,890)
Accounts payable     (174)
Accrued expenses     57,110 203,331
Net Cash used in Operating Activities     (656,385) (196,511)
Financing Activities        
Proceeds from issuance of common stock and warrants     805,000 200,000
Proceeds from issuance of notes payable, related party     180,950
Repayment of notes payable, related party     (50,000)
Net Cash provided by Financing Activities     755,000 380,950
Net Change in Cash and Cash Equivalents     98,615 184,439
Cash and Cash Equivalents at Beginning of Period     329,860 553
Cash and Cash Equivalents at End of Period $ 428,475 $ 184,992 428,475 184,992
Supplemental disclosure of cash flow information:        
Cash paid for interest     150,000
Cash paid for income taxes    
Non Cash Financing & Investing Activities, and Other Disclosures        
Issued warrants as debt issuance costs     $ 114,697
v3.24.3
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(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, 2024, which was filed with the SEC on July 1, 2024. The results from operations for the three- and six-month period ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2025. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at September 30, 2024 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.

 

 

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 and six months ended September 30, 2024, or 2023, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of September 30, 2024, and 2023, are comprised of warrants convertible into 14,653,573 and 10,708,544 shares of common stock, respectively.

 

New Accounting Pronouncements

 

Not Yet Adopted

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

 

v3.24.3
LIQUIDITY REQUIREMENTS
6 Months Ended
Sep. 30, 2024
Liquidity Requirements  
LIQUIDITY REQUIREMENTS

(2) LIQUIDITY REQUIREMENTS

 

Since the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties, and the issuance of notes payable and convertible debentures. As of September 30, 2024, the Company had $428,475 of cash assets, compared to $329,860 as of March 31, 2024. As of September 30, 2024, 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 six months ended September 30, 2024, the Company’s average monthly operating expenses were approximately $63,000, which includes salaries of the Company’s employee, consulting agreements and contract labor, general and administrative expenses, and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $170,000 and $0 were incurred during the six months ended September 30, 2024, and 2023, respectively. As management continues to explore additional financing alternatives, beginning October 1, 2024, the Company is expected to spend up to an additional $300,000 on these efforts. Outstanding Accounts Payable as of September 30, 2024, totaled $447,688. 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 November 2025. 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.

 

v3.24.3
FAIR VALUE MEASUREMENTS
6 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

(3) FAIR VALUE MEASUREMENTS

 

As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also requires the consideration of differing levels of inputs in the determination of fair values.

 

Those levels of input are summarized as follows:

 

Level 1: Quoted prices in active markets for identical assets and liabilities.
   
Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
   
Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the six months ended September 30, 2024, and 2023.

 

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.

 

v3.24.3
NOTES PAYABLE
6 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE

(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, 2025, 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 September 30, 2024, accrued interest on the note totaled $83,704.

 

 

v3.24.3
NOTES PAYABLE, RELATED PARTY
6 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
NOTES PAYABLE, RELATED PARTY

(5) NOTES PAYABLE, RELATED PARTY

 

As of September 30, 2024, and March 31, 2024, 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 $0 and $11,925 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $1,382,517 and $1,357,738 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024, respectively.

 

Related Party Promissory Notes

 

As of both September 30, 2024, and March 31, 2024, 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 six months ended September 30, 2024, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of September 30, 2024, accrued interest on the notes totaled $453,569. 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 3,196,332 as of September 30, 2024 (See Note 7 for further details on these warrants).

 

On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bore interest at a rate of 8% annually. After a series of amendments, on July 2, 2024 the company fully repaid the principal and interest due on this note, totaling $63,200.

 

Related Party Note Payable and Line of Credit Agreements

 

As of September 30, 2024, and March 31, 2024, 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 September 30, 2024, 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 November 30, 2025, 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 six months ended September 30, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of September 30, 2024, accrued interest on this note totaled $452,416. The total number of warrants issued to the related party lender was 4,418,225 as of September 30, 2024 (see Note 7 for further details on these warrants).

 

As of September 30, 2024, and March 31, 2024, 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, 2025, 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 six months ended September 30, 2024, the Company did not borrow and made no repayments of principal on this agreement. As of September 30, 2024, accrued interest on this agreement totaled $476,532. The total number of warrants issued to the related party lender was 3,229,016 as of September 30, 2024 (see Note 7 for further details on these warrants).

 

As of September 30, 2024, there was no unamortized debt discount on related party notes payable.

 

 

v3.24.3
CONVERTIBLE DEBENTURE AGREEMENT
6 Months Ended
Sep. 30, 2024
Convertible Debenture Agreement  
CONVERTIBLE DEBENTURE AGREEMENT

(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 November 30, 2024. As of September 30, 2024, and March 31, 2024, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at September 30, 2024, and March 31, 2024.

 

v3.24.3
STOCKHOLDERS’ EQUITY
6 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

(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. On September 20, 2023, the Company received subscription agreements from an investor, for 200,000 shares of common stock in conjunction with a purchase of 400,000 warrants to purchase shares of common stock. The proceeds from this transaction were $400,000. On October 4, 2023, the Company received subscription agreements from three separate investors, for 650,000 shares of common stock in conjunction with a purchase of 1,300,000 warrants to purchase shares of common stock. The proceeds from this transaction were $650,000.

 

Between June 18, 2024, and July 10, 2024, the Company received subscription agreements from seven separate investors, for 805,000 shares of common stock in conjunction with a purchase of 1,610,000 warrants to purchase shares of common stock. The proceeds from these transactions were $805,000.

 

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). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equivalent to the fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.

 

During the six months ended September 30, 2024, the Company issued no new warrants to the Chairman of the Board of Directors, Radiant Life, LLC or Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above.

 

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 six months ended September 30, 2024, 1,000,000 warrants that had been previously issued expired. These warrants 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.

   Number of Warrants   Weighted Average Exercise Price ($) 
Outstanding at March 31, 2024   14,043,573    0.75 
Granted to investors for cash   1,610,000    0.35 
Expired   (1,000,000)   1.00 
Outstanding at September 30, 2024   14,653,573    0.69 
Exercisable at September 30, 2024   14,653,573    0.69 

 

The following table summarizes the warrants issued and outstanding as of September 30, 2024:

 

Exercise Price ($)   Warrants Outstanding   Warrants Exercisable   Weighted Average Remaining Contractual Life (Years)   Proceeds to Company if Exercised 
                  
 0.05    3,708,754    3,708,754    0.70   $185,439 
 0.35    3,310,000    3,310,000    4.37    1,158,500 
 0.41    2,035,029    2,035,029    4.33    834,362 
 1.05    5,049,790    5,049,790    2.98    5,302,280 
 2.00    50,000    50,000    1.84    100,000 
 5.00    500,000    500,000    2.32    2,500,000 
      14,653,573    14,653,573        $10,080,581 

 

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.

 

v3.24.3
SUBSEQUENT EVENTS
6 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

(8) SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through November 8, 2024, 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.

v3.24.3
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

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, 2024, which was filed with the SEC on July 1, 2024. The results from operations for the three- and six-month period ended September 30, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2025. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at September 30, 2024 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

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.

 

 

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

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 and Diluted Net Income (Loss) Per Common Share

 

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three and six months ended September 30, 2024, or 2023, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of September 30, 2024, and 2023, are comprised of warrants convertible into 14,653,573 and 10,708,544 shares of common stock, respectively.

 

New Accounting Pronouncements

New Accounting Pronouncements

 

Not Yet Adopted

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards, in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

v3.24.3
STOCKHOLDERS’ EQUITY (Tables)
6 Months Ended
Sep. 30, 2024
Equity [Abstract]  
SCHEDULE OF WARRANT OUTSTANDING

   Number of Warrants   Weighted Average Exercise Price ($) 
Outstanding at March 31, 2024   14,043,573    0.75 
Granted to investors for cash   1,610,000    0.35 
Expired   (1,000,000)   1.00 
Outstanding at September 30, 2024   14,653,573    0.69 
Exercisable at September 30, 2024   14,653,573    0.69 
SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING

The following table summarizes the warrants issued and outstanding as of September 30, 2024:

 

Exercise Price ($)   Warrants Outstanding   Warrants Exercisable   Weighted Average Remaining Contractual Life (Years)   Proceeds to Company if Exercised 
                  
 0.05    3,708,754    3,708,754    0.70   $185,439 
 0.35    3,310,000    3,310,000    4.37    1,158,500 
 0.41    2,035,029    2,035,029    4.33    834,362 
 1.05    5,049,790    5,049,790    2.98    5,302,280 
 2.00    50,000    50,000    1.84    100,000 
 5.00    500,000    500,000    2.32    2,500,000 
      14,653,573    14,653,573        $10,080,581 
v3.24.3
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares
6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Accounting Policies [Abstract]    
Potentially dilutive securities outstanding 14,653,573 10,708,544
v3.24.3
LIQUIDITY REQUIREMENTS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Cash assets $ 428,475   $ 428,475   $ 329,860
Notes payable borrowing capacity 4,265,942   4,265,942    
Operating expenses     63,000    
Financing expenses 15,000 170,000  
Additional financing alternatives     300,000    
Accounts payable outstanding 447,688   447,688   $ 447,862
Convertible Debenture Agreement [Member]          
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]          
Debt borrowing amount $ 3,000,000   $ 3,000,000    
v3.24.3
NOTES PAYABLE (Details Narrative) - USD ($)
6 Months Ended
Apr. 06, 2021
Sep. 30, 2024
Short-Term Debt [Line Items]    
Debt instrument, interest rate, stated percentage 8.00%  
Interest payable   $ 453,569
Convertible Debenture Agreement [Member] | Satco International Ltd [Member]    
Short-Term Debt [Line Items]    
Debt instrument, interest rate, stated percentage   8.00%
Debt due date   Jun. 02, 2016
Debt instrument, maturity date, description April 6, 2023 to August 31, 2025  
Unsecured Promissory Note [Member]    
Short-Term Debt [Line Items]    
Notes payable $ 300,000  
Debt instrument, interest rate, stated percentage 8.00%  
Debt due date Apr. 06, 2023  
Issuance of warrants 1,000,000  
Warrant exercisable price per share $ 1.00  
Promissory note expiring 3 years  
Interest payable   $ 83,704
v3.24.3
NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($)
Jul. 02, 2024
Sep. 30, 2024
Mar. 31, 2024
Jan. 26, 2024
Jul. 29, 2021
Apr. 06, 2021
Short-Term Debt [Line Items]            
Accrued interest current   $ 124,225 $ 124,225      
Accrued interest   453,569        
Debt instrument interest rate           8.00%
Notes Payable and Lines of Credit Agreement [Member] | Maximum [Member]            
Short-Term Debt [Line Items]            
Note payable   4,600,000        
Common Stock [Member] | Mr. Dickman [Member]            
Short-Term Debt [Line Items]            
Number of warrants       563,000    
Unsecured Promissory Note [Member]            
Short-Term Debt [Line Items]            
Note payable           $ 300,000
Accrued interest   83,704        
Debt instrument interest rate           8.00%
Number of warrants issued           1,000,000
Related Party [Member]            
Short-Term Debt [Line Items]            
Note payable   3,290,058 3,340,058      
Accrued interest current   0 11,925      
Accrued interest   1,382,517 1,357,738      
Debt instrument, unamortized discount   0        
Related Party [Member] | Unsecured Promissory Note [Member] | Mr Glenn S Dickman [Member]            
Short-Term Debt [Line Items]            
Note payable   $ 826,000 826,000      
Mr Glenn S Dickman [Member] | Unsecured Promissory Note [Member]            
Short-Term Debt [Line Items]            
Debt instrument interest rate   8.00%        
Related Party Lender [Member]            
Short-Term Debt [Line Items]            
Number of warrants issued   3,196,332        
Radiant Life LLC [Member]            
Short-Term Debt [Line Items]            
Note payable   $ 1,159,508 1,159,508      
Accrued interest   $ 476,532        
Debt instrument interest rate   7.50%        
Radiant Life LLC [Member] | Maximum [Member]            
Short-Term Debt [Line Items]            
Note payable   $ 2,130,000        
Radiant Life LLC [Member] | Unsecured Promissory Note [Member]            
Short-Term Debt [Line Items]            
Note payable         $ 50,000  
Debt instrument interest rate         8.00%  
Repayments of long-term debt $ 63,200          
Kraig T. Higginson [Member]            
Short-Term Debt [Line Items]            
Note payable   1,304,550 $ 1,304,550      
Accrued interest   $ 452,416        
Debt instrument interest rate   7.50%        
Related Party Lender One [Member]            
Short-Term Debt [Line Items]            
Number of warrants issued   4,418,225        
Related Party Lender Two [Member]            
Short-Term Debt [Line Items]            
Number of warrants issued   3,229,016        
v3.24.3
CONVERTIBLE DEBENTURE AGREEMENT (Details Narrative) - USD ($)
6 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Apr. 06, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Interest rate     8.00%
Accrued interest expense $ 124,225 $ 124,225  
Related Party [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Accrued interest expense 0 11,925  
Convertible Debenture Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Debt borrowing amount 3,000,000    
Convertible Debenture Agreement [Member] | Related Party [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Amount payable $ 0 $ 0  
Convertible Debenture Agreement [Member] | Satco International Ltd [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Interest rate 8.00%    
Debt borrowing amount $ 3,000,000    
Description of convertible terms of conversion 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    
Debt convertible conversion price per share $ 1.00    
Debt maturity date Jun. 02, 2016    
Convertible Debenture Agreement [Member] | Satco International Ltd [Member] | Extended Maturity [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Debt maturity date Nov. 30, 2024    
v3.24.3
SCHEDULE OF WARRANT OUTSTANDING (Details)
6 Months Ended
Sep. 30, 2024
$ / shares
shares
Equity [Abstract]  
Number of Warrants Outstanding, Beginning Balance | shares 14,043,573
Weighted Average Exercise Price, Beginning Balance | $ / shares $ 0.75
Number of Warrants, Granted in Investors For Cash | shares 1,610,000
Weighted Average Exercise Price, Granted in Investors For Cash | $ / shares $ 0.35
Number of Warrants, Expired | shares (1,000,000)
Weighted Average Exercise Price, Expired | $ / shares $ 1.00
Number of Warrants Outstanding, Ending Balance | shares 14,653,573
Weighted Average Exercise Price, Ending Balance | $ / shares $ 0.69
Number of Warrants Exercisable | shares 14,653,573
Weighted Average Exercise Price, Exercisable | $ / shares $ 0.69
v3.24.3
SCHEDULE OF WARRANTS ISSUED AND OUTSTANDING (Details) - USD ($)
6 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Warrant Outstanding 14,653,573 14,043,573
Warrants Exercisable 14,653,573  
Proceeds to Company if Exercised $ 10,080,581  
Exercise Price One [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 0.05  
Warrant Outstanding 3,708,754  
Warrants Exercisable 3,708,754  
Weighted Average Remaining Contractual Life (Years) 8 months 12 days  
Proceeds to Company if Exercised $ 185,439  
Exercise Price Two [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 0.35  
Warrant Outstanding 3,310,000  
Warrants Exercisable 3,310,000  
Weighted Average Remaining Contractual Life (Years) 4 years 4 months 13 days  
Proceeds to Company if Exercised $ 1,158,500  
Exercise Price Three [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 0.41  
Warrant Outstanding 2,035,029  
Warrants Exercisable 2,035,029  
Weighted Average Remaining Contractual Life (Years) 4 years 3 months 29 days  
Proceeds to Company if Exercised $ 834,362  
Exercise Price Four [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 1.05  
Warrant Outstanding 5,049,790  
Warrants Exercisable 5,049,790  
Weighted Average Remaining Contractual Life (Years) 2 years 11 months 23 days  
Proceeds to Company if Exercised $ 5,302,280  
Exercise Price Five [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 2.00  
Warrant Outstanding 50,000  
Warrants Exercisable 50,000  
Weighted Average Remaining Contractual Life (Years) 1 year 10 months 2 days  
Proceeds to Company if Exercised $ 100,000  
Exercise Price Six [Member]    
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]    
Exercise Price $ 5.00  
Warrant Outstanding 500,000  
Warrants Exercisable 500,000  
Weighted Average Remaining Contractual Life (Years) 2 years 3 months 25 days  
Proceeds to Company if Exercised $ 2,500,000  
v3.24.3
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Oct. 04, 2023
Aug. 15, 2023
Dec. 06, 2018
Jul. 10, 2024
Sep. 30, 2024
Sep. 30, 2023
Mar. 31, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Repayment to related party         $ 50,000  
Proceeds from issuance of private placement   $ 1,500,000          
Common stock, par value   $ 0.001     $ 0.001   $ 0.001
Subscription receivable $ 650,000 $ 400,000          
Proceeds from issuance of common stock and warrants       $ 805,000 $ 805,000 $ 200,000  
Number of warrants expired         1,000,000    
Radiant Life LLC [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Warrant or right, reason for issuance, description         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).    
Warrants expire term         5 years    
Common Stock [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Number of subscription shares 650,000            
Common Stock [Member] | Subscription Agreement [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Purchase of Common stock, shares   200,000   805,000      
Number of warrants issued       1,610,000      
Warrant [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Number of warrants issued 1,300,000            
Warrant [Member] | Equity Investor [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Purchase of Common stock, shares       805,000      
Number of warrants issued       1,610,000      
Warrants expire term       5 years      
Warrant exercise price       $ 0.35      
Warrant [Member] | Subscription Agreement [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Purchase of Common stock, shares   400,000          
Warrant [Member] | Unsecured Promissory Note Agreement [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Warrant exercise price         $ 1.00    
Number of warrants expired         1,000,000    
Three Existing Shareholders [Member]              
Accumulated Other Comprehensive Income (Loss) [Line Items]              
Stock repurchase, price per share     $ 0.05        
Number of shares cancelled/retired     8,000,000        
Purchase of Common stock, shares     6,000,000        
Number of stock value repurchased     $ 400,000        
Repayment to related party     300,000        
Due to related party     $ 400,000        

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