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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 June 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the Transition Period From ___________ to ___________

 

Commission File Number 000-50547

 

SUNDANCE STRATEGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0515333

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

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

 

(801) 717-3935

(Registrant’s telephone number, including area code)

 

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

None

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

As of August 14, 2023, the registrant had 41,408,441 shares of common stock, par value $0.001, issued and outstanding.

 

 

 

 
 

 

SUNDANCE STRATEGIES, INC.

FORM 10-Q

TABLE OF CONTENTS

 

  Page
   
PART I — FINANCIAL INFORMATION 3
   
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and March 31, 2023 3
Condensed Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended June 30, 2023 and 2022 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2023 and 2022 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements June 30, 2023 (Unaudited) 7
   
Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations 13
   
Item 3. Quantitative and Qualitative Disclosure about Market Risk 16
   
Item 4. Controls and Procedures 16
   
PART II — OTHER INFORMATION 16
   
Item 1. Legal Proceedings 16
   
Item 1A. Risk Factors 16
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
   
Item 3. Defaults upon Senior Securities 16
   
Item 4. Mine Safety Disclosures 16
   
Item 5. Other Information 16
   
Item 6. Exhibits 17
   
Signatures 18

 

2
 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited) 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

   June 30, 2023   March 31, 2023 
   (UNAUDITED)     
ASSETS          
Current Assets           
Cash and cash equivalents  $6,071   $553 
Prepaid expenses and other assets   4,740    8,295 
           
Total Current Assets   $10,811   $8,848 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts payable  $464,389   $753,050 
Accrued expenses   229,622    574,558 
Current portion of notes payable   -    300,000 
Current portion of notes payable, related parties   -    876,000 
Stock repurchase payable   400,000    400,000 
Total Current Liabilities    1,094,011    2,903,608 
           
Long-Term Liabilities          
Accrued expenses   1,304,802    857,685 
Notes payable, net of current portion   300,000    - 
Notes payable, related parties, net of current portion, net of debt discount   3,211,466    2,281,463 
           
Total Long-Term Liabilities    4,816,268    3,139,148 
           
Total Liabilities    5,910,279    6,042,756 
           
Stockholders’ Deficit          
Preferred stock, authorized 10,000,000 shares, par value $0.001; -0- shares issued and outstanding   -    - 
Common stock, authorized 500,000,000 shares, par value $0.001; 41,408,441 shares issued and outstanding as of June 30, 2023 and March 31, 2023   41,409    41,409 
Additional paid-in capital   29,459,190    28,986,558 
Accumulated deficit   (35,400,067)   (35,061,875)
           
Total Stockholders’ Deficit    (5,899,468)   (6,033,908)
           
Total Liabilities and Stockholders’ Deficit   $10,811   $8,848 

 

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

 

3
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(UNAUDITED)

 

   2023   2022 
   Three Months Ended June 30, 
   2023   2022 
         
Income from Investments  $-   $- 
           
General and Administrative Expenses   131,299    213,957 
           
Loss from Operations   (131,299)   (213,957)
           
Other Income (Expense)          
Loss on extinguishment of debt   (398,920)   - 
Gain on settlement of liabilities   290,000    - 
Interest expense   (97,973)   (74,139)
Financing expense   -    (13,500)
           
Total Other Income (Expense)   (206,893)   (87,639)
           
Loss Before Income Taxes   (338,192)   (301,596)
Income Tax Provision (Benefit)   -    - 
           
Net Loss  $(338,192)  $(301,596)
           
Loss per share - basic and diluted  $(0.01)  $(0.01)
           
Weighted average shares outstanding - basic and diluted   41,408,441    41,408,441 

 

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

 

4
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three Months Ended June 30, 2023 and 2022

(UNAUDITED)

 

   Shares   Amount   Capital   Deficit   Deficit 
       Additional       Total 
   Common Stock   Paid-In   Accumulated   Stockholders’ 
   Shares   Amount   Capital   Deficit   Deficit 
                     
Balance, March 31, 2022   41,408,441   $41,409   $27,181,618   $(32,249,894)  $(5,026,867)
                          
Net loss   -    -    -    (301,596)   (301,596)
                          
Balance, June 30, 2022   41,408,441    41,409    27,181,618    (32,551,490)   (5,328,463)
                          
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)

 

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

 

5
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

 

   2023   2022 
   Three Months Ended June 30, 
   2023   2022 
         
Operating Activities          
           
Net Loss  $(338,192)  $(301,596)
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   15,765    - 
Changes in operating assets and liabilities          
Prepaid expenses and other assets   3,555    3,500 
Accounts payable   1,339    3,988 
Accrued expenses   102,181    93,128 
           
Net Cash used in Operating Activities   (106,432)   (200,980)
           
Financing Activities          
           
Proceeds from issuance of notes payable, related party   111,950    - 
           
Net Cash provided by Financing Activities   111,950    - 
           
Net Change in Cash and Cash Equivalents   5,518    (200,980)
Cash and Cash Equivalents at Beginning of Period   553    267,966 
           
Cash and Cash Equivalents at End of Period  $6,071   $66,986 
           
Supplemental disclosure of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 
           
Non Cash Financing & Investing Activities, and Other Disclosures          
Issued warrants as debt issuance costs  $73,712   $- 

 

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

 

6
 

 

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2023

 

(1) BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect the financial position, results of operations and cash flows of the Company. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, which was filed with the SEC on June 29, 2023. The results from operations for the three-month period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2024. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at June 30, 2023 and for all periods presented herein have been made.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.

 

Organization and Nature of Operations

 

Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”).

 

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

 

During the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. The Company has now assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, the Company applies industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. The Company’s clients may include bond issuers, bond investors, or other structured finance product issuers. The Company develops strategies and methodologies which include the acquisition of life insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

 

7
 

 

During the latter part of the year ended March 31, 2021, the Company began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment grade bond offering. In this arrangement, the Company participates as the sole originator in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics. The Company provides current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In its advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

 

On January 1, 2022, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain milestones. Further, the agreement requires the Company to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and the Company successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which the Company will be an advisor. As of August 14, 2023, none of the milestones related to the potential issuance of equity have been met.

 

Significant Accounting Policies

 

There have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Company’s most recent Form 10-K, except as discussed below.

 

Basic and Diluted Net Income (Loss) Per Common Share

 

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three months ended June 30, 2023, or 2022, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of June 30, 2023, and 2022, are comprised of warrants convertible into 10,170,544 and 7,250,241 shares of common stock, respectively.

 

New Accounting Pronouncements

 

Not Yet Adopted

 

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

 

(2) LIQUIDITY REQUIREMENTS

 

Since the Company’s inception on January 31, 2013, its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. As of June 30, 2023, the Company had $6,071 of cash assets, compared to $553 as of March 31, 2023. As of June 30, 2023, the Company had access to draw an additional $4,299,942 on the notes payable, related party (see Note 6) and $3,000,000 on the Convertible Debenture Agreement (See Note 7). For the three months ended June 30, 2023, the Company’s average monthly operating expenses were approximately $44,000, which includes salaries of the Company’s employee, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $0 and $13,500 were incurred during the three months ended June 30, 2023, and 2022, respectively. As management continues to explore additional financing alternatives, beginning July 1, 2023, the Company is expected to spend up to an additional $300,000 on these efforts. Outstanding Accounts Payable as of June 30, 2023, totaled $464,389. Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months from the issuance of these financial statements, or through August 2024. Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

 

8
 

 

The recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

 

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

 

(3) FAIR VALUE MEASUREMENTS

 

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

 

Those levels of input are summarized as follows:

 

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

 

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

 

The Company did not have any transfers of assets and liabilities between Levels 1, 2 and 3 of the fair value measurement hierarchy during the three months ended June 30, 2023 and 2022.

 

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.

 

9
 

 

(4) STOCKHOLDERS’ EQUITY

 

Common Stock

 

Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the books of the Company. The total number of common shares canceled/retired was 8,000,000. 6,000,000 of the 8,000,000 shares were owned by a related party to the Company. The total liability related to the repurchase of these shares is $400,000, with repayment to the related party stockholders contingent on a major financing event. $300,000 of the $400,000 liability is to a related party.

 

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 fiscal quarter ended June 30, 2023, the Company issued 223,900 warrants to the Chairman of the Board of Directors in conjunction with monies borrowed during the period per the terms outlined above. The exercise price of these warrants was $1.05. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $166,001. The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free between 3.36% and 4.06%, volatility between 86.52% and 89.11% and a dividend rate of 0%.

 

On June 5, 2023, the Company issued 543,000 warrants to Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above. The exercise price of these warrants was $1.05. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $398,920. The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free rate of 3.82%, volatility of 89.07% and a dividend rate of 0%.

 

   Number of Warrants 
Outstanding at March 31, 2023   9,403,644 
Granted in conjunction with monies borrowed   223,900 
Granted in conjunction with extension   543,000 
Outstanding at June 30, 2023   10,170,544 
Exercisable at June 30, 2023   10,170,544 

 

There was no change in the number of warrants outstanding during the three months ended June 30, 2022.

 

The following table summarizes the warrants issued and outstanding as of June 30, 2023

 

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    2.21   $185,439 
 1.00    1,000,000    1,000,000    1.02    1,000,000 
 1.05    4,911,790    4,911,790    4.46    5,157,380 
 2.00    50,000    50,000    3.34    100,000 
 5.00    500,000    500,000    3.82    2,500,000 
      10,170,544    10,170,544        $8,942,819 

 

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On June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants issued in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties from January 5, 2022, to February 5, 2022. The original agreements stated that the exercise price of the warrants issued was $0.05. The amended agreements adjust the exercise price from $0.05 to $1.05, which is the estimated fair market value of the common stock on the grant dates of the warrants. The original agreements inadvertently stated an exercise price of $0.05, when the Company had intended to grant warrants with an exercise price of $1.05. This modification was evaluated, and it was determined that the increase in exercise price resulted in a decrease in the fair value of the warrants issued from January 5, 2022, to February 5, 2022, and therefore no additional warrant expense was required.

 

The shares of common stock issuable upon exercise of the warrants are not registered with the Securities and Exchange Commission and the holders of the warrants do not have registration rights with respect to the warrants or the underlying shares of common stock.

 

(5) NOTES PAYABLE

 

On April 6, 2021, the Company borrowed $300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears interest at a rate of 8% annually and was due April 6, 2023. In conjunction with this note, the Company issued warrants for 1,000,000 shares of common stock, exercisable at $1.00 per share and expiring in 3 years from the date of the promissory note. Since that date, the unsecured promissory note with Satco International, Ltd. has been amended through a series of amendments to extend the due date from April 6, 2023 to August 31, 2024, or at the immediate time when alternative financing or other proceeds are received. These extensions have no bearing on the warrants that were issued in conjunction with the original promissory note. This note is separate from the 8% convertible debenture agreement that the Company has in place with Satco International, Ltd. (see note 7). As of June 30, 2023, accrued interest on the note totaled $53,589.

 

(6) NOTES PAYABLE, RELATED PARTY

 

As of June 30, 2023, and March 31, 2023, the Company had borrowed $3,306,058 and $3,194,108 respectively, excluding accrued interest, from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $0 and $364,908 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $1,127,121 and $857,685 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively.

 

Related Party Promissory Notes

 

As of both June 30, 2023, and March 31, 2023, the Company owed $826,000 under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8% annually. On June 5, 2023, the notes were amended to have a due date of August 31, 2024, or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the promissory notes on June 5, 2023, the Company agreed to provide Mr. Dickman with warrants for 543,000 shares of common stock (see Note 4). During the year ended March 31, 2023, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of June 30, 2023, accrued interest on the notes totaled $332,947. In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that time. The total number of warrants issued to the related party lender was 2,633,332 as of June 30, 2023 (See Note 4 for further details on these warrants).

 

On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bears interest at a rate of 8% annually and was amended on June 12, 2023 to be due on July 29, 2024. As of June 30, 2023, accrued interest on the note totaled $8,303.

 

11
 

 

Related Party Note Payable and Line of Credit Agreements

 

As of June 30, 2023, and March 31, 2023, the Company owed $1,310,550 and $1,198,600, respectively, exclusive of accrued interest, under the note payable and line of credit agreement with Kraig T. Higginson, Chairman of the Board of Directors and a stockholder. As of June 30, 2023, the agreement allowed for borrowings of up to $4,600,000. During the three months ended June 30, 2023, the Company borrowed $111,950 in principal and made no repayments of principal on this agreement. The note payable and line of credit agreement incurs interest at 7.5% per annum. As of June 30, 2023, accrued interest on this note totaled $329,094. As per the provision outlined in Note 4, and in conjunction with the $111,950 borrowed during the three months ended June 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and a stockholder, with warrants for 223,900 shares of common stock, vested immediately upon issuance, having an exercise price of $1.05 per share, and a 5-year exercise window from the dates of issuance. During the three months ended June 30, 2023, the company amortized $10,530 of debt discount, leaving a remaining debt discount balance of $63,181 in association with these warrants. The total number of warrants issued to the related party lender was 3,587,950 as of June 30, 2023 (see Note 4 for further details on these warrants).

 

As of June 30, 2023, and March 31, 2023, the Company owed $1,119,508 in principle under the note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors. The agreement allows for borrowings of up to $2,130,000. The note payable has a due date of the principal and interest on the note to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received. The note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS, if any. During the three months ended June 30, 2023, the Company neither borrowed nor repaid any principal under this agreement. As of June 30, 2023, accrued interest on this agreement totaled $456,777. As discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies. No new warrants were issued during the three months ended June 30, 2023. During the three months ended June 30, 2023, the company amortized $5,235 of debt discount, leaving a remaining debt discount balance of $31,410 in association with existing warrants. The total number of warrants issued to the related party lender was 2,449,262 as of June 30, 2023 (see Note 4 for further details on these warrants).

 

As of June 30, 2023, the unamortized debt discount on related party notes payable is $94,591.

 

(7) CONVERTIBLE DEBENTURE AGREEMENT

 

The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to November 30, 2024. As of June 30, 2023, and March 31, 2023, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023.

 

(8) GAIN ON SETTLEMENT OF LIABILITIES

 

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

 

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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.”

 

13
 

 

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

 

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

 

During the latter part of the fiscal year ended March 31, 2021, we began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. We have assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, we apply industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. Our clients may include bond issuers, bond investors, or other structured finance product issuers. We develop strategies and methodologies which include the acquisition of life insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. Our goal is to deliver long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

 

During the latter part of the year ended March 31, 2021, we began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment grade bond offering. In this arrangement, we participate as the sole originator in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, we use proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics. We provide current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In our advisory role, we are reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

 

On January 1, 2022, we entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and us successfully reaching certain milestones. Further, the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which we will be an advisor. As of June 30, 2023, none of the milestones related to the potential issuance of equity have been met.

 

Results of Operations

 

Three-Months Ended June 30, 2023, Compared with Three-Months Ended June 30, 2022

 

Interest Income

 

Due to the Company not holding NIBs, no interest income was recorded for the three months ended June 30, 2023, or 2022.

 

General & Administrative Expenses

 

General and administrative expenses totaled $131,299, and $213,957 during the three months ended June 30, 2023, and 2022, respectively. A significant portion of these expenses were professional fees and payroll costs. The reduction in these expenses was primarily attributable to lower monthly fees from our contractors.

 

14
 

 

Other Income and Expenses

 

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

 

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

 

During the three months ended June 30, 2023, and 2022, interest expense accrued in the amount of $97,973 and $74,139, respectively. The increase in interest expense was a result of higher loan balances, as well as an additional $15,765 of debt discount recognized during the three months.

 

For the three months ended June 30, 2023, and June 30, 2022, other expenses related to pursuing potential financing alternatives were $0 and $13,500, respectively.

 

Income Taxes

 

During the three months ended June 30, 2023, and 2022, the Company recorded net loss before income taxes of $338,192, and $301,596, 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 June 30, 2023, we had $6,071 of cash, compared to $553 as of March 31, 2023. As of June 30, 2023, the Company had access to draw an additional $4,299,942 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately $44,000, which includes salaries of our employee, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of June 30, 2023, totaled $464,389, and other accrued liabilities totaled $1,534,424. We believe that our availability under our existing lines of credit with related parties, our existing capital resources, together with the issuance of additional notes payable and convertible debentures will be sufficient to fund our operating working capital requirements for at least the next 12 months, or through August 2024.

 

Debt

 

At June 30, 2023, we owed $4,910,857, including accrued interest, for debt obligations. We owed $3,306,058 in principal pursuant to notes payable and lines-of-credits from related parties, $300,000 in other notes payable, and had fully paid off the principal owing on the 8% Convertible Debenture. As of June 30, 2023, one note payable and line-of-credit had a principal balance of $50,000 due on July 29, 2024, and $1,119,508 due on November 30, 2024, or when the Company completes a successful equity raise, at which time principal and interest is due in full. The second note payable and line-of-credit had a principal balance of $1,310,550, and the line of credit is currently extended through November 30, 2024. At June 30, 2023, unsecured promissory notes had principal balances totaling $826,000 and are due August 31, 2024. The convertible debenture agreement, which has no principal balance due as of June 30, 2023, is open through November 30, 2024. As of August 14, 2023, there was $4,299,942 available under the lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement.

 

Critical Accounting Policies and Estimates

 

See Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023, which was filed with the SEC on June 29, 2023.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

15
 

 

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 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

To the best of our knowledge, there are no legal proceedings pending or threatened against us; and there are no actions pending or threatened against any of our directors or officers that are adverse to us.

 

Item 1A. Risk Factors

 

In addition to the other information set forth in this quarterly report on Form10-Q, you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended March 31, 2023, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended June 30, 2023, to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

 

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

 

None.

 

Purchases of Equity Securities by the Issuer

 

There were no repurchases of equity during the quarter ended June 30, 2023.

 

Item 3. Defaults upon Senior Securities.

 

None; not applicable.

 

Item 4. Mine Safety Disclosures.

 

None; not applicable.

 

Item 5. Other Information.

 

None; not applicable.

 

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Item 6. Exhibits

 

Exhibit No.   Exhibit Description
10.2 *   Form of Lock-Up/Leak-Out Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no. 000-50547)
10.22 *   8% Convertible Debenture (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed August 10, 2015, file no. 000-50547)
10.27 *   Promissory Note between Sundance Strategies, Inc. and Glenn S. Dickman, dated April 10, 2019. (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547).
10.39 *   Agreement between Sundance Strategies, Inc. and Tradability, LLC, dated January 1, 2022 (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed June 29, 2022, File No. 000-50547)
10.40 **   Extension to Promissory Notes between Sundance Strategies, Inc. and Glenn S. Dickman, dated June 5, 2023
10.41 *   Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated February 2, 2023
10.42 *   Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated February 2, 2023
10.43 *   Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated February 2, 2023
10.44 *   Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated February 9, 2023
10.45 **   Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated June 12, 2023
10.46 **   Extension to Promissory Note between Sundance Strategies, Inc. and Satco International, Limited, dated June 9, 2023
14.1 *   Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Current Report on Form 8-K filed April 5, 2013, file no. 000-50547)
31.1 *   Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)
31.2 *   Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)
32 *   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
101 INS   Inline XBRL Instance Document
101 SCH   Inline XBRL Taxonomy Extension Schema Document
101 CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF   Inline XBRL Taxonomy Definition Linkbase Document
101 LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101 PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Previously filed as an Exhibit to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission on June 29, 2023, and incorporated by reference herein.

 

**Filed herewith.

 

17
 

 

SIGNATURES

 

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

 

  SUNDANCE STRATEGIES, INC.
     
Date: August 14, 2023 By:  /s/ Randall F. Pearson
    Randall F. Pearson
    President and Principal Financial Officer

 

18

 

Exhibit 10.40

 

 

 

 

Exhibit 10.45

 

 

 

 

Exhibit 10.46

 

 

 

 

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:August 14, 2023 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: August 14, 2023 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 June 30, 2023, 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: August 14, 2023 By:  /s/ Randall F. Pearson
    Randall F. Pearson
   

President, Principal Executive Officer and

Principal Financial Officer

 

 
v3.23.2
Cover - shares
3 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
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  
Title of 12(b) Security Common Stock, $0.001 par value  
Trading Symbol SUND  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   41,408,441
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Mar. 31, 2023
Current Assets    
Cash and cash equivalents $ 6,071 $ 553
Prepaid expenses and other assets 4,740 8,295
Total Current Assets 10,811 8,848
Current Liabilities    
Accounts payable 464,389 753,050
Accrued expenses 229,622 574,558
Stock repurchase payable 400,000 400,000
Total Current Liabilities 1,094,011 2,903,608
Long-Term Liabilities    
Accrued expenses 1,304,802 857,685
Total Long-Term Liabilities 4,816,268 3,139,148
Total Liabilities 5,910,279 6,042,756
Stockholders’ Deficit    
Preferred stock, authorized 10,000,000 shares, par value $0.001; -0- shares issued and outstanding
Common stock, authorized 500,000,000 shares, par value $0.001; 41,408,441 shares issued and outstanding as of June 30, 2023 and March 31, 2023 41,409 41,409
Additional paid-in capital 29,459,190 28,986,558
Accumulated deficit (35,400,067) (35,061,875)
Total Stockholders’ Deficit (5,899,468) (6,033,908)
Total Liabilities and Stockholders’ Deficit 10,811 8,848
Nonrelated Party [Member]    
Current Liabilities    
Current portion of notes payable, related parties 300,000
Long-Term Liabilities    
Notes payable, related parties, net of current portion, net of debt discount 300,000
Related Party [Member]    
Current Liabilities    
Current portion of notes payable, related parties 876,000
Long-Term Liabilities    
Notes payable, related parties, net of current portion, net of debt discount $ 3,211,466 $ 2,281,463
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2023
Mar. 31, 2023
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 41,408,441 41,408,441
Common stock, shares outstanding 41,408,441 41,408,441
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]    
Income from Investments
General and Administrative Expenses 131,299 213,957
Loss from Operations (131,299) (213,957)
Other Income (Expense)    
Loss on extinguishment of debt (398,920)
Gain on settlement of liabilities 290,000
Interest expense (97,973) (74,139)
Financing expense (13,500)
Total Other Income (Expense) (206,893) (87,639)
Loss Before Income Taxes (338,192) (301,596)
Income Tax Provision (Benefit)
Net Loss $ (338,192) $ (301,596)
Loss per share - basic $ (0.01) $ (0.01)
Loss per share - diluted $ (0.01) $ (0.01)
Weighted average shares outstanding - basic 41,408,441 41,408,441
Weighted average shares outstanding - diluted 41,408,441 41,408,441
v3.23.2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Mar. 31, 2022 $ 41,409 $ 27,181,618 $ (32,249,894) $ (5,026,867)
Balance, shares at Mar. 31, 2022 41,408,441      
Net loss (301,596) (301,596)
Balance at Jun. 30, 2022 $ 41,409 27,181,618 (32,551,490) (5,328,463)
Balance, shares at Jun. 30, 2022 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 (338,192) (338,192)
Warrants issued in connection with debt issuances 73,712 73,712
Warrants issued in connection to extinguishment of debt 398,920 398,920
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      
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating Activities    
Net Loss $ (338,192) $ (301,596)
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 15,765
Changes in operating assets and liabilities    
Prepaid expenses and other assets 3,555 3,500
Accounts payable 1,339 3,988
Accrued expenses 102,181 93,128
Net Cash used in Operating Activities (106,432) (200,980)
Financing Activities    
Proceeds from issuance of notes payable, related party 111,950
Net Cash provided by Financing Activities 111,950
Net Change in Cash and Cash Equivalents 5,518 (200,980)
Cash and Cash Equivalents at Beginning of Period 553 267,966
Cash and Cash Equivalents at End of Period 6,071 66,986
Supplemental disclosure of cash flow information:    
Cash paid for interest
Cash paid for income taxes
Non Cash Financing & Investing Activities, and Other Disclosures    
Issued warrants as debt issuance costs $ 73,712
v3.23.2
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Jun. 30, 2023
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, 2023, which was filed with the SEC on June 29, 2023. The results from operations for the three-month period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2024. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at June 30, 2023 and for all periods presented herein have been made.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.

 

Organization and Nature of Operations

 

Sundance Strategies, Inc. (formerly known as Java Express, Inc.) was organized under the laws of the State of Nevada on December 14, 2001, and engaged in the retail selling of beverage products to the general public until these endeavors ceased in 2006; it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. (“ANEW LIFE”), a subsidiary of Sundance Strategies, Inc. (“Sundance Strategies”, “the Company”, “we” or “our”).

 

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

 

During the latter part of the fiscal year ended March 31, 2021, the Company began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. The Company has now assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, the Company applies industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. The Company’s clients may include bond issuers, bond investors, or other structured finance product issuers. The Company develops strategies and methodologies which include the acquisition of life insurance portfolios, then uses common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. The Company’s goal is to deliver long-term value and profitability to shareholders by growing the Company’s professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

 

 

During the latter part of the year ended March 31, 2021, the Company began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment grade bond offering. In this arrangement, the Company participates as the sole originator in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics. The Company provides current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In its advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

 

On January 1, 2022, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain milestones. Further, the agreement requires the Company to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and the Company successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which the Company will be an advisor. As of August 14, 2023, none of the milestones related to the potential issuance of equity have been met.

 

Significant Accounting Policies

 

There have been no changes to the significant accounting policies of the Company from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Company’s most recent Form 10-K, except as discussed below.

 

Basic and Diluted Net Income (Loss) Per Common Share

 

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three months ended June 30, 2023, or 2022, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of June 30, 2023, and 2022, are comprised of warrants convertible into 10,170,544 and 7,250,241 shares of common stock, respectively.

 

New Accounting Pronouncements

 

Not Yet Adopted

 

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

 

v3.23.2
LIQUIDITY REQUIREMENTS
3 Months Ended
Jun. 30, 2023
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 June 30, 2023, the Company had $6,071 of cash assets, compared to $553 as of March 31, 2023. As of June 30, 2023, the Company had access to draw an additional $4,299,942 on the notes payable, related party (see Note 6) and $3,000,000 on the Convertible Debenture Agreement (See Note 7). For the three months ended June 30, 2023, the Company’s average monthly operating expenses were approximately $44,000, which includes salaries of the Company’s employee, consulting agreements and contract labor, general and administrative expenses and legal and accounting expenses. In addition to the monthly operating expenses, the Company continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $0 and $13,500 were incurred during the three months ended June 30, 2023, and 2022, respectively. As management continues to explore additional financing alternatives, beginning July 1, 2023, the Company is expected to spend up to an additional $300,000 on these efforts. Outstanding Accounts Payable as of June 30, 2023, totaled $464,389. Management has concluded that its existing capital resources and availability under its existing convertible debentures and debt agreements with related parties will be sufficient to fund its operating working capital requirements for at least the next 12 months from the issuance of these financial statements, or through August 2024. Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be relied on. As mentioned above, the Company also continues to evaluate other debt and equity financing opportunities.

 

 

The recent outbreak of COVID-19 originated in Wuhan, China, in December 2019 and has since spread to multiple countries, including the United States and several European countries. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing or other activities or on healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which we rely.

 

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

 

v3.23.2
FAIR VALUE MEASUREMENTS
3 Months Ended
Jun. 30, 2023
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 three months ended June 30, 2023 and 2022.

 

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.

 

 

v3.23.2
STOCKHOLDERS’ EQUITY
3 Months Ended
Jun. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

(4) STOCKHOLDERS’ EQUITY

 

Common Stock

 

Effective December 6, 2018, three existing stockholders have contributed to the Company a portion of their common shares held at a repurchase price to the Company of $0.05 per share. The Company has cancelled the acquired shares, which decreased the outstanding common shares on the books of the Company. The total number of common shares canceled/retired was 8,000,000. 6,000,000 of the 8,000,000 shares were owned by a related party to the Company. The total liability related to the repurchase of these shares is $400,000, with repayment to the related party stockholders contingent on a major financing event. $300,000 of the $400,000 liability is to a related party.

 

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 fiscal quarter ended June 30, 2023, the Company issued 223,900 warrants to the Chairman of the Board of Directors in conjunction with monies borrowed during the period per the terms outlined above. The exercise price of these warrants was $1.05. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $166,001. The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free between 3.36% and 4.06%, volatility between 86.52% and 89.11% and a dividend rate of 0%.

 

On June 5, 2023, the Company issued 543,000 warrants to Mr. Dickman in conjunction with an extension of the maturity dates during the period per the terms outlined above. The exercise price of these warrants was $1.05. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $398,920. The inputs used in this calculation included a fair value of the underlying common stock of $1.049 per share, a risk-free rate of 3.82%, volatility of 89.07% and a dividend rate of 0%.

 

   Number of Warrants 
Outstanding at March 31, 2023   9,403,644 
Granted in conjunction with monies borrowed   223,900 
Granted in conjunction with extension   543,000 
Outstanding at June 30, 2023   10,170,544 
Exercisable at June 30, 2023   10,170,544 

 

There was no change in the number of warrants outstanding during the three months ended June 30, 2022.

 

The following table summarizes the warrants issued and outstanding as of June 30, 2023

 

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    2.21   $185,439 
 1.00    1,000,000    1,000,000    1.02    1,000,000 
 1.05    4,911,790    4,911,790    4.46    5,157,380 
 2.00    50,000    50,000    3.34    100,000 
 5.00    500,000    500,000    3.82    2,500,000 
      10,170,544    10,170,544        $8,942,819 

 

 

On June 20, 2022, the Company amended the agreements with the related party lenders to adjust the exercise price of the warrants issued in conjunction with extensions of due dates and new monies lent on the outstanding notes payable, related parties from January 5, 2022, to February 5, 2022. The original agreements stated that the exercise price of the warrants issued was $0.05. The amended agreements adjust the exercise price from $0.05 to $1.05, which is the estimated fair market value of the common stock on the grant dates of the warrants. The original agreements inadvertently stated an exercise price of $0.05, when the Company had intended to grant warrants with an exercise price of $1.05. This modification was evaluated, and it was determined that the increase in exercise price resulted in a decrease in the fair value of the warrants issued from January 5, 2022, to February 5, 2022, and therefore no additional warrant expense was required.

 

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.

 

v3.23.2
NOTES PAYABLE
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE

(5) NOTES PAYABLE

 

On April 6, 2021, the Company borrowed $300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears interest at a rate of 8% annually and was due April 6, 2023. In conjunction with this note, the Company issued warrants for 1,000,000 shares of common stock, exercisable at $1.00 per share and expiring in 3 years from the date of the promissory note. Since that date, the unsecured promissory note with Satco International, Ltd. has been amended through a series of amendments to extend the due date from April 6, 2023 to August 31, 2024, or at the immediate time when alternative financing or other proceeds are received. These extensions have no bearing on the warrants that were issued in conjunction with the original promissory note. This note is separate from the 8% convertible debenture agreement that the Company has in place with Satco International, Ltd. (see note 7). As of June 30, 2023, accrued interest on the note totaled $53,589.

 

v3.23.2
NOTES PAYABLE, RELATED PARTY
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE, RELATED PARTY

(6) NOTES PAYABLE, RELATED PARTY

 

As of June 30, 2023, and March 31, 2023, the Company had borrowed $3,306,058 and $3,194,108 respectively, excluding accrued interest, from related parties. Short-term accrued interest associated with the Notes Payable, Related Parties and Promissory Notes, Related Parties, of $0 and $364,908 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively. Long-term accrued interest associated with the Notes Payable, Related Parties, and Promissory Notes, Related Parties, of $1,127,121 and $857,685 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023, respectively.

 

Related Party Promissory Notes

 

As of both June 30, 2023, and March 31, 2023, the Company owed $826,000 under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8% annually. On June 5, 2023, the notes were amended to have a due date of August 31, 2024, or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the promissory notes on June 5, 2023, the Company agreed to provide Mr. Dickman with warrants for 543,000 shares of common stock (see Note 4). During the year ended March 31, 2023, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of June 30, 2023, accrued interest on the notes totaled $332,947. In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that time. The total number of warrants issued to the related party lender was 2,633,332 as of June 30, 2023 (See Note 4 for further details on these warrants).

 

On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $50,000 of Notes Payable, Related Party, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC. The promissory note bears interest at a rate of 8% annually and was amended on June 12, 2023 to be due on July 29, 2024. As of June 30, 2023, accrued interest on the note totaled $8,303.

 

 

Related Party Note Payable and Line of Credit Agreements

 

As of June 30, 2023, and March 31, 2023, the Company owed $1,310,550 and $1,198,600, respectively, exclusive of accrued interest, under the note payable and line of credit agreement with Kraig T. Higginson, Chairman of the Board of Directors and a stockholder. As of June 30, 2023, the agreement allowed for borrowings of up to $4,600,000. During the three months ended June 30, 2023, the Company borrowed $111,950 in principal and made no repayments of principal on this agreement. The note payable and line of credit agreement incurs interest at 7.5% per annum. As of June 30, 2023, accrued interest on this note totaled $329,094. As per the provision outlined in Note 4, and in conjunction with the $111,950 borrowed during the three months ended June 30, 2023, the Company also agreed to provide the Chairman of the Board of Directors and a stockholder, with warrants for 223,900 shares of common stock, vested immediately upon issuance, having an exercise price of $1.05 per share, and a 5-year exercise window from the dates of issuance. During the three months ended June 30, 2023, the company amortized $10,530 of debt discount, leaving a remaining debt discount balance of $63,181 in association with these warrants. The total number of warrants issued to the related party lender was 3,587,950 as of June 30, 2023 (see Note 4 for further details on these warrants).

 

As of June 30, 2023, and March 31, 2023, the Company owed $1,119,508 in principle under the note payable and lines of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors. The agreement allows for borrowings of up to $2,130,000. The note payable has a due date of the principal and interest on the note to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received. The note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the Company’s NIBS, if any. During the three months ended June 30, 2023, the Company neither borrowed nor repaid any principal under this agreement. As of June 30, 2023, accrued interest on this agreement totaled $456,777. As discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies. No new warrants were issued during the three months ended June 30, 2023. During the three months ended June 30, 2023, the company amortized $5,235 of debt discount, leaving a remaining debt discount balance of $31,410 in association with existing warrants. The total number of warrants issued to the related party lender was 2,449,262 as of June 30, 2023 (see Note 4 for further details on these warrants).

 

As of June 30, 2023, the unamortized debt discount on related party notes payable is $94,591.

 

v3.23.2
CONVERTIBLE DEBENTURE AGREEMENT
3 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
CONVERTIBLE DEBENTURE AGREEMENT

(7) CONVERTIBLE DEBENTURE AGREEMENT

 

The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to November 30, 2024. As of June 30, 2023, and March 31, 2023, the Company owed $0 under the agreement, excluding accrued interest. The associated interest of $124,225 is recorded on the balance sheet as an Accrued Expense obligation at June 30, 2023, and March 31, 2023.

 

v3.23.2
GAIN ON SETTLEMENT OF LIABILITIES
3 Months Ended
Jun. 30, 2023
Other Liabilities Disclosure [Abstract]  
GAIN ON SETTLEMENT OF LIABILITIES

(8) GAIN ON SETTLEMENT OF LIABILITIES

 

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

v3.23.2
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Jun. 30, 2023
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, 2023, which was filed with the SEC on June 29, 2023. The results from operations for the three-month period ended June 30, 2023, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2024. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, stockholders’ equity, and cash flows at June 30, 2023 and for all periods presented herein have been made.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates.

 

Organization and Nature of Operations

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.

 

 

During the latter part of the year ended March 31, 2021, the Company began working closely with bond placement agents and aggregators to establish various aspects of a proprietary, investment grade bond offering. In this arrangement, the Company participates as the sole originator in the role of structuring and advising on the structure of the proprietary bond instrument. Included in the role of structuring financial assets, the Company uses proprietary analytics to establish the makeup of the rated instrument, including but not limited to, life settlement assets (life insurance policies) and managed cash, and implements a process of selective assembly of the underlying assets and cash management that will meet the policy requirements and analytics. The Company provides current and ongoing resources for all analytics, as well as advisement support for the investment and non-investment grade ratings for the managed asset pool and the managed cash accounts. In its advisory role, the Company is reimbursed for all expenses associated with the structuring and preparation of any bond offering, will receive an advisory payment upon the closing of any bond offering, and then will hold residual rights on the balance of assets once the bond is retired.

 

On January 1, 2022, the Company entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain milestones. Further, the agreement requires the Company to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and the Company successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which the Company will be an advisor. As of August 14, 2023, none of the milestones related to the potential issuance of equity have been met.

 

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 months ended June 30, 2023, or 2022, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of June 30, 2023, and 2022, are comprised of warrants convertible into 10,170,544 and 7,250,241 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.

v3.23.2
STOCKHOLDERS’ EQUITY (Tables)
3 Months Ended
Jun. 30, 2023
Equity [Abstract]  
SCHEDULE OF WARRANT OUTSTANDING

   Number of Warrants 
Outstanding at March 31, 2023   9,403,644 
Granted in conjunction with monies borrowed   223,900 
Granted in conjunction with extension   543,000 
Outstanding at June 30, 2023   10,170,544 
Exercisable at June 30, 2023   10,170,544 

v3.23.2
BASIS OF PRESENTATION, ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
$ / shares in Units, Integer in Millions
3 Months Ended
Jan. 02, 2022
USD ($)
Integer
$ / shares
shares
Jun. 30, 2023
shares
Jun. 30, 2022
shares
Property, Plant and Equipment [Line Items]      
Antidilutive securities excluded from computation of earnings per share, amount | shares   10,170,544 7,250,241
Consulting Agreement [Member]      
Property, Plant and Equipment [Line Items]      
Payments to acquire loans held-for-investment $ 100,000    
Proceeds from issuance of upon contingent milestones $ 400,000    
Number of milestone non fungible | Integer 500    
Consulting Agreement [Member] | Maximum [Member]      
Property, Plant and Equipment [Line Items]      
Repayment of related party debt $ 400,000    
Stock option granted | shares 10,000,000    
Share based compensation exercise price per share | $ / shares $ 2.50    
Proceeds from non fungible token $ 500,000,000    
Consulting Agreement [Member] | Minimum [Member]      
Property, Plant and Equipment [Line Items]      
Stock option granted | shares 1,000,000    
Share based compensation exercise price per share | $ / shares $ 1.00    
Proceeds from non fungible token $ 100,000,000    
v3.23.2
LIQUIDITY REQUIREMENTS (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Cash $ 6,071   $ 553
Notes payable 4,299,942    
Operating Expenses 44,000    
Financing Interest Expense $ 13,500  
Additional financing alternatives 300,000    
Accounts payable 464,389   $ 753,050
Convertible Debenture Agreement [Member]      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Debt borrowing amount $ 3,000,000    
v3.23.2
SCHEDULE OF WARRANT OUTSTANDING (Details) - Warrant [Member]
3 Months Ended
Jun. 30, 2023
shares
Accumulated Other Comprehensive Income (Loss) [Line Items]  
Number of Warrants Outstanding, Beginning Balance 9,403,644
Number of Warrants, Granted in conjunction with monies borrowed 223,900
Number of Warrants, Granted in conjunction with extension 543,000
Number of Warrants Outstanding, Ending Balance 10,170,544
Number of Warrants Exercisable 10,170,544
v3.23.2
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
3 Months Ended
Jun. 05, 2023
Jun. 20, 2022
Dec. 06, 2018
Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Number of shares cancelled/retired     8,000,000  
Number of stock value repurchased     $ 300,000  
Number of warrants issued       2,633,332
Exercise price of warrants   $ 0.05    
Increase in warrants exercise price   1.05    
Lenders [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Exercise price of warrants   $ 0.05    
Unsecured Debt [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Debt instrument, maturity date description   January 5, 2022, to February 5, 2022    
Minimum [Member] | Lenders [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Exercise price of warrants   $ 0.05    
Maximum [Member] | Lenders [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Increase in warrants exercise price   $ 1.05    
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)
Radian Life LLC [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Warrant term       5 years
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  
Number of shares owned by the related party     6,000,000  
Number of stock value repurchased     $ 400,000  
Repayment to related party     $ 400,000  
Board of Directors [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Exercise price of warrants       $ 1.05
Share price       $ 1.049
Dividend rate       0.00%
Board of Directors [Member] | Minimum [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Risk free interest rate       3.36%
Volatility rate       86.52%
Board of Directors [Member] | Maximum [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Risk free interest rate       4.06%
Volatility rate       89.11%
Board of Directors [Member] | Valuation Technique, Option Pricing Model [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Warrants and rights outstanding       $ 166,001
Board of Directors [Member] | Warrant [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Number of warrants issued       223,900
Mr. Dickman [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Exercise price of warrants $ 1.05      
Share price $ 1.049      
Risk free interest rate 3.82%      
Volatility rate 89.07%      
Dividend rate 0.00%      
Mr. Dickman [Member] | Valuation Technique, Option Pricing Model [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Warrants and rights outstanding $ 398,920      
Mr. Dickman [Member] | Warrant [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Number of warrants issued 543,000      
v3.23.2
NOTES PAYABLE (Details Narrative) - USD ($)
Jan. 06, 2022
Jun. 30, 2023
Jun. 20, 2022
Jul. 29, 2021
Apr. 06, 2021
Short-Term Debt [Line Items]          
Notes payable   $ 4,299,942      
Debt instrument, interest rate, stated percentage         8.00%
Issuance of warrants   2,633,332      
Warrant exercisable price per share     $ 0.05    
Interest payable   $ 332,947      
Unsecured Promissory Note [Member]          
Short-Term Debt [Line Items]          
Notes payable       $ 50,000 $ 300,000
Debt instrument, interest rate, stated percentage       8.00% 8.00%
Issuance of warrants         1,000,000
Warrant exercisable price per share         $ 1.00
Expriation term 3 years        
Interest payable   $ 53,589      
v3.23.2
NOTES PAYABLE, RELATED PARTY (Details Narrative) - USD ($)
3 Months Ended
Jun. 05, 2023
Jul. 29, 2021
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Jun. 20, 2022
Apr. 06, 2021
Short-Term Debt [Line Items]              
Borrowings     $ 4,299,942        
Accrued interest payable     124,225   $ 124,225    
Accrued interest     $ 332,947        
Interest rate             8.00%
Number of warrants issued     2,633,332        
Warrant exercise price per share           $ 0.05  
Amortization of Debt Discount (Premium)     $ 15,765      
Radian Life LLC [Member]              
Short-Term Debt [Line Items]              
Warrant term     5 years        
Notes Payable and Lines of Credit Agreement [Member] | Radiant Life LLC [Member]              
Short-Term Debt [Line Items]              
Interest rate     7.50%        
Notes Payable and Lines of Credit Agreement [Member] | Radiant Life LLC [Member] | The Company's NIBS [Member]              
Short-Term Debt [Line Items]              
Interest rate     7.50%        
Notes Payable and Lines of Credit Agreement [Member] | Radian Life LLC [Member]              
Short-Term Debt [Line Items]              
Accrued interest     $ 329,094        
Notes Payable and Lines of Credit Agreement [Member] | The Company's NIBS [Member]              
Short-Term Debt [Line Items]              
Accrued interest payable     456,777        
Notes Payable and Lines of Credit Agreement [Member] | Maximum [Member]              
Short-Term Debt [Line Items]              
Borrowings     4,600,000        
Notes Payable and Lines of Credit Agreement [Member] | Maximum [Member] | Radiant Life LLC [Member]              
Short-Term Debt [Line Items]              
Borrowings     $ 2,130,000        
Line of Credit Agreement [Member]              
Short-Term Debt [Line Items]              
Number of warrants issued     3,587,950        
Repayments of related party debt     $ 111,950        
Warrant exercise price per share     $ 1.05        
Warrant term     5 years        
Amortization of Debt Discount (Premium)     $ 10,530        
Unamortized debt discount     63,181        
Line of Credit [Member]              
Short-Term Debt [Line Items]              
Borrowings     111,950        
Mr. Dickman [Member]              
Short-Term Debt [Line Items]              
Warrant exercise price per share $ 1.05            
Common Stock [Member] | Mr. Dickman [Member]              
Short-Term Debt [Line Items]              
Number of warrants 543,000            
Unsecured Promissory Note [Member]              
Short-Term Debt [Line Items]              
Borrowings   $ 50,000         $ 300,000
Accrued interest     53,589        
Interest rate   8.00%         8.00%
Number of warrants issued             1,000,000
Debt Instrument, Maturity Date   Jul. 29, 2024          
Warrant exercise price per share             $ 1.00
Unsecured Note Payable [Member]              
Short-Term Debt [Line Items]              
Accrued interest     8,303        
Related Party [Member]              
Short-Term Debt [Line Items]              
Borrowings     3,306,058   3,194,108    
Accrued interest payable     0   364,908    
Accrued interest     1,127,121   857,685    
Unamortized debt discount     94,591        
Related Party [Member] | Notes Payable and Lines of Credit Agreement [Member]              
Short-Term Debt [Line Items]              
Borrowings     1,310,550   1,198,600    
Related Party [Member] | Notes Payable and Lines of Credit Agreement [Member] | Radiant Life LLC [Member]              
Short-Term Debt [Line Items]              
Borrowings     1,119,508   1,119,508    
Amortization of Debt Discount (Premium)     5,235        
Unamortized debt discount     31,410        
Related Party [Member] | Unsecured Promissory Note [Member] | MrGlenn SDickman [Member]              
Short-Term Debt [Line Items]              
Borrowings     $ 826,000   $ 826,000    
MrGlenn SDickman [Member] | Unsecured Promissory Note [Member]              
Short-Term Debt [Line Items]              
Interest rate     8.00%   8.00%    
Debt maturity date description August 31, 2024            
Related Party Lender [Member] | Notes Payable and Lines of Credit Agreement [Member]              
Short-Term Debt [Line Items]              
Number of warrants issued     223,900        
Lender [Member]              
Short-Term Debt [Line Items]              
Number of warrants issued     2,449,262        
v3.23.2
CONVERTIBLE DEBENTURE AGREEMENT (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Accrued interest $ 124,225 $ 124,225
Related Party [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Amount payable 0 0
Accrued interest 0 $ 364,908
8% Convertible Debenture Agreement [Member] | Satco International, Ltd., [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
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  
8% 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  
v3.23.2
GAIN ON SETTLEMENT OF LIABILITIES (Details Narrative) - USD ($)
3 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Other Liabilities Disclosure [Abstract]    
Gain (Loss) Related to Litigation Settlement $ 290,000

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