10-Q - SUND - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,DC 20549

FORM10-Q

[X]	QUARTERLY<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2020
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[ ]	TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period From ___________ to ___________
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Commission File Number 000-50547

SUNDANCESTRATEGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0515333
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
4626 North 300 West, Suite No. 365, Provo, Utah	84604
(Address<br> of principal executive offices)	(Zip<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> 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 [X]

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 [X]

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<br> accelerated filer [ ]	Accelerated<br> filer [ ]
Non-accelerated<br> filer [X]	Smaller<br> reporting company [X]
	Emerging<br> Growth Company [X]

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. [X]

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

As of February 12, 2021, the registrant had 40,108,441 shares of common stock, par value $0.001, issued and outstanding.

SUNDANCESTRATEGIES, INC.

FORM10-Q

TABLEOF CONTENTS

	Page
PART I — FINANCIAL INFORMATION	3
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of December 31, 2020 (Unaudited) and March 31, 2020	3
Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2020 and 2019 (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Deficit for the Quarters Ended June 30, September 30, and December 31, 2020 and 2019 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements December 31, 2020 (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	17
Item 4. Controls and Procedures	17
PART II — OTHER INFORMATION	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	18
Signatures	19

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PARTI — FINANCIAL INFORMATION

Item1. Financial Statements (Unaudited)

SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

			March 31,
			2020

ASSETS
Current Assets
Cash and cash equivalents	186,803		$	28,784
Prepaid expenses and other assets	12,268			2,205
Total Current Assets	199,071		$	30,989
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	675,512		$	481,716
Accrued expenses	123,273			-
Notes payable, related parties	826,000			-
Stock repurchase payable	400,000			400,000
Total Current Liabilities	2,024,785			881,716
Long-Term Liabilities
Accrued expenses	508,212			424,954
Notes payable, related parties	1,915,808			2,450,508
Total Long-Term Liabilities	2,424,020			2,875,462
Total Liabilities	4,448,805			3,757,178
Stockholders’ Deficit
Preferred stock, authorized 10,000,000 shares, par value 0.001; -0- shares issued and<br> outstanding	-			-
Common stock, authorized 500,000,000 shares, par value 0.001; 40,108,441<br> and 37,828,441 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively	40,109			37,829
Additional paid in capital	24,728,638			24,191,224
Accumulated deficit	(29,018,481	)		(27,955,242	)
Total Stockholders’ Deficit	(4,249,734	)		(3,726,189	)
Total Liabilities and Stockholders’ Deficit	199,071		$	30,989

All values are in US Dollars.

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

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SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended December 31,						Nine Months Ended December 31,
	2020			2019			2020			2019
Interest Income on Investment in Net Insurance Benefits	$	-		$	-		$	-		$	-
General and Administrative Expenses		277,298			282,363			637,557			894,196
Loss from Operations		(277,298	)		(282,363	)		(637,557	)		(894,196	)
Other Income (Expense)
Gain on Extinguishment of Debt		26,458			-			26,458			-
Interest expense		(58,720	)		(45,044	)		(166,910	)		(125,485	)
Financing expense		(170,000	)		(4,500	)		(285,230	)		(87,000	)
Total Other Expense		(202,262	)		(49,544	)		(425,682	)		(212,485	)
Loss Before Income Taxes		(479,560	)		(331,907	)		(1,063,239	)		(1,106,681	)
Income Tax Provision (Benefit)		-			-			-			-
Net Loss	$	(479,560	)	$	(331,907	)	$	(1,063,239	)	$	(1,106,681	)
Basic and Diluted:
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)
Basic and diluted weighted average number of shares outstanding		39,868,006			37,828,441			38,508,296			37,828,441

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

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SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Deficit

For the Quarters Ended June 30, September 30, and December 31, 2020 and 2019

(Unaudited)

					Additional					Total
	Common Stock				Paid In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, March 31, 2020		37,828,441	$	37,829	$	24,191,224	$	(27,955,242	)	$	(3,726,189	)
Net loss		-		-		-		(251,086	)		(251,086	)
Balance, June 30, 2020		37,828,441		37,829		24,191,224		(28,206,328	)		(3,977,275	)
Net loss		-		-		-		(332,593	)		(332,593	)
Balance, September 30, 2020		37,828,441		37,829		24,191,224		(28,538,921	)		(4,309,868	)
Common stock in exchange for consulting services performed		280,000		280		5,964		-			6,244
Common stock in exhange for director compensation		1,500,000		1,500		31,950		-			33,450
Common stock issued for cash		500,000		500		499,500		-			500,000
Net loss		-		-		-		(479,560	)		(479,560	)
Balance, December 31, 2020		40,108,441	$	40,109	$	24,728,638	$	(29,018,481	)	$	(4,249,734	)
Balance, March 31, 2019		37,828,441	$	37,829	$	24,191,224	$	(26,842,408	)	$	(2,613,355	)
Net Loss		-		-		-		(369,849	)		(369,849	)
Balance, June 30, 2019		37,828,441		37,829		24,191,224		(27,212,257	)		(2,983,204	)
Net loss		-		-		-		(404,925	)		(404,925	)
Balance, September 30, 2019		37,828,441		37,829		24,191,224		(27,617,182	)		(3,388,129	)
Net loss		-		-		-		(331,907	)		(331,907	)
Balance, December 31, 2019		37,828,441	$	37,829	$	24,191,224	$	(27,949,089	)	$	(3,720,036	)

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

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SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended December 31.
	2020			2019
Operating Activities
Net Loss	$	(1,063,239	)	$	(1,106,681	)
Adjustments to reconcile to net cash provided by (used in) operating activities:
Share based compensation - common stock		39,694			-
Expense paid on behalf of Company for Accounts Payable		7,000			-
Gain on Extinguishment of Debt		(26,458	)		-
Changes in operating assets and liabilities
Prepaid expenses and other assets		(10,063	)		927
Accounts payable		193,796			447,349
Accrued expenses		206,531			125,543
Net Cash used in Operating Activities		(652,739	)		(532,862	)
Financing Activities
Proceeds from issuance of notes payable, related party		284,300			548,500
Common Stock Issued for Cash		500,000			-
Proceeds from Paycheck Protection Program Loan		26,458			-
Net Cash provided by Financing Activities		810,758			548,500
Net Change in Cash and Cash Equivalents		158,019			15,638
Cash and Cash Equivalents at Beginning of Period		28,784			579
Cash and Cash Equivalents at End of Period	$	186,803		$	16,217
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

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SUNDANCESTRATEGIES, INC. AND SUBSIDIARY

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December31, 2020

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

Basisof 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, 2020, which was filed with the SEC on August 10, 2020. The results from operations for the nine-month period ended December 31, 2020, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, 2021.

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.

Organizationand 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”). The Company is engaged in the business of 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.” Since the Company’s inception its operations have been primarily financed through sales of equity, debt financing from related parties and the issuance of notes payable and convertible debentures. Currently, the Company is focused on the purchase of net insurance benefit contracts (“NIBs”) based on life settlements or life insurance policies.

SignificantAccounting 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.

Basicand Diluted Net Income (Loss) Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued subject to existing rights with dilutive potential, when applicable. Potential dilutive common stock equivalents are primarily comprised of potential dilutive shares resulting from convertible debt agreements and common stock warrants. Potentially dilutive shares resulting from convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of diluted net loss per share for the three and nine months ended December 31, 2020 and 2019, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of December 31, 2020 and 2019 are comprised of warrants convertible into 3,488,754 and 450,000 shares of common stock, respectively.

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SUNDANCESTRATEGIES, INC. AND SUBSIDIARY

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December31, 2020

NewAccounting Pronouncements

AdoptedDuring the Nine Months Ended December 31, 2020

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. The amendments became effective for the Company’s fiscal year beginning April 1, 2020. The adoption of this standard did not have an impact on the consolidated financial statements because the Company does not hold financial instruments subject to credit losses.

NotYet 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

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. Due to the fact that the Company is in the process of seeking NIB investments to acquire as mentioned above, the Company has no current source of operating revenues. In order to purchase NIBs, the Company will need to raise additional capital or secure alternative sources of debt financing.

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 December 31, 2020, the Company had $186,803 of cash assets, compared to $28,784 as of March 31, 2020. As of December 31, 2020, the Company had access to draw an additional $4,814,192 on the notes payable, related party (see Note 5) and $3,000,000 on the Convertible Debenture Agreement (See Note 6). For the three months ended December 31, 2020, the Company’s average monthly operating expenses were approximately $90,000, which includes salaries of our employees, 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, a financing expense of $170,000 was incurred during the three months ended December 31, 2020. As management continues to explore additional financing alternatives, the Company is expected to spend an additional $500,000 over the next 12 months related to these efforts. Outstanding Accounts Payable as of December 31, 2020 totaled $675,512, and other accrued liabilities totaled $631,485. As explained in Note 4, on November 10, 2020, the Company raised $500,000 through the issuance of 500,000 shares of common stock in a private placement offering. 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. 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.

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SUNDANCESTRATEGIES, INC. AND SUBSIDIARY

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December31, 2020

(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<br> 1: Quoted prices in active markets for identical assets and liabilities.
●	Level<br> 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted<br> prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which<br> all significant assumptions are observable in the market.
●	Level<br> 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial<br> instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well<br> 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 nine months ended December 31, 2020 and 2019.

OtherFinancial Instruments

The Company’s recorded values of cash and cash equivalents, prepaid expenses and other assets, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded values of the notes payable and convertible debenture approximate the fair values as the interest rate approximates market interest rates.

(4)STOCKHOLDERS’ EQUITY

CommonStock

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. The total liability related to the repurchase of these shares is $400,000, with repayment contingent on a major financing event.

During 2020 the Company awarded members of the Board of Directors a total of 1,500,000 shares of the Company’s common stock, in lieu of director cash compensation. The stock awards vested 25% on the date of grant and the remainder of the shares vested equally over the three months following the date grant. As of December 31, 2020, all grant shares were 100% vested. Using a fair value stock price of $0.0223 per share, the transaction resulted in a compensation expense of $33,450, which was fully recognized in the three months ended December 31, 2021.

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SUNDANCESTRATEGIES, INC. AND SUBSIDIARY

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December31, 2020

On October 5, 2020, the Company granted one of its consultants 280,000 shares of the Company’s common stock in exchange for services performed. The shares vested upon issuance, and the Company is under no obligation to register the restricted shares. Using a fair value stock price of $0.0223 per share, the transaction resulted in a consulting expense of $6,244, which was recognized in the three months ended December 31, 2020.

On November 10, 2020, the Company issued a private placement memorandum offering to raise up to $1,000,000 through the issuance of restricted shares of the Company’s common stock (par value $0.001) to qualified investors. As of December 31, 2020, the Company had received subscription agreements from related parties, which are family members and business associations of a stockholder for 500,000 common shares at a purchase price of $1 per share, with proceeds to the Company totaling $500,000.

Warrantsto Purchase Common Stock

Effective April 3, 2020, the related party, note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder (see Note 5) was amended to include a formal provision that 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. The number of warrants issued will be 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). Effective April 3, 2020, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned.

In addition, Mr. Dickman, the holder of the related party, unsecured promissory notes (see Note 5) has informed the Company that, at such time the Company requests either an extension or additional monies from the lender, in addition to interest, the lender will require 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.

On October 1, 2020, the related party, note payable and line of credit agreement with Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors (see Note 5) was amended to include a formal provision that 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. The number of warrants issued will be 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). In addition, the number of warrants to be issued upon the loaning of additional monies is 2 warrants for each dollar loaned. In this amendment, the due date was extended from August 31, 2021 to November 30, 2022 or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined above, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement.

As of December 31, 2020 and March 31, 2020, the Company held outstanding warrants to related parties totaling 3,488,754 and 1,702,000, respectively. All warrants have an exercise price of $0.05 per share, a five-year life as of the date of grant and expire between November 2024 and October 2025. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was not significant. The inputs used in this calculation included a fair value of $0.0223 per share, a risk-free rate of 0.23% to 1.67%, volatility of 20% to 123% and a dividend rate of 0%. The average remaining outstanding life of the warrants as of December 31, 2020, was 4.37 years. 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.

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SUNDANCE STRATEGIES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS (Unaudited)

December 31, 2020

(5)NOTES PAYABLE, RELATED PARTY

As of December 31, 2020, and March 31, 2020, the Company had borrowed $2,741,808 and $2,450,508 respectively, excluding accrued interest, from related parties. The interest associated with the Notes Payable, Related Party of $455,280 and $288,369 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2020 and March 31, 2020, respectively.

RelatedParty Promissory Notes

As of both December 31, 2020 and March 31, 2020, the Company owed $826,000 under the unsecured promissory notes from Mr. Glenn S. Dickman, a stockholder and member of the Board of Directors. The promissory notes bear interest at a rate of 8% annually. The notes are due on November 30, 2021, or at the immediate time when alternative financing or other proceeds are received. In addition, as mentioned in Note 4, prior to March 31, 2020, the Company had provided Mr. Dickman warrants for 1,202,000 shares of common stock. During the nine months ended December 31, 2020, the Company neither borrowed any additional funds under this agreement nor made any principal repayments. As of December 31, 2020, accrued interest on the notes totaled $123,273. In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that time.

RelatedParty Note Payable and Line of Credit Agreements

As of December 31, 2020 and March 31, 2020, the Company owed $1,056,300 and $795,000, respectively, exclusive of accrued interest, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder. On October 27, 2020, the Company agreed to amend the agreement to extend the due date on the agreement to extend the due date from August 31, 2021 to November 30, 2022 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 agreement, the Company also agreed to provide the Chairman with warrants for 679,400 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. As of December 31, 2020, the agreement allowed for borrowings of up to $4,600,000. During the nine months ended December 31, 2020 the Company borrowed $256,800 in cash, and another $7,000 of expense paid on behalf of the Company, totaling and additional $263,800 in principal borrowed under this agreement. During the nine months ending December 31, 2020, the company repaid $2,500 in principal on this agreement. As discussed in Note 4, effective April 3, 2020, 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. Under this provision, additional warrants for 527,600 shares of common stock were issued in conjunction with the $263,800 borrowed during the nine months ended December 31, 2020, bringing the total number of warrants issued to the related party lender to 1,707,000 as of December 31, 2020 (see Note 4 for further details on these warrants). The note payable and line of credit agreement incurs interest at 7.5% per annum and are collateralized by the Company’s NIBS, if any. As of December 31, 2020, accrued interest on this note totaled $122,977.

As of December 31, 2020 and March 31, 2020, the Company owed $859,508 and $829,508 in principal, respectively, 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. On October 1, 2020, the related party, note payable and line of credit agreement was amended to extend the due date from August 31, 2021 to November 30, 2022 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 agreement, the Company also agreed to provide the Radiant Life, LLC with warrants for 579,754 shares of common stock at an exercise price of $0.05 per share. The warrants have a 5-year exercise window from the date of the extension agreement. 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 nine months ended December 31, 2020 the Company borrowed $30,000 of principal under this agreement and made no repayments. As of December 31, 2020, accrued interest on this agreement totaled $209,030.

(6)CONVERTIBLE DEBENTURE AGREEMENT

The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90 day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to December 1, 2020. On July 13, 2020, the Company agreed to amend the convertible debenture agreement to extend the due date and conversion rights from December 1, 2020 to November 30, 2021. As of December 31, 2020 and March 31, 2020, 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 December 31, 2020 and March 31, 2020.

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SUNDANCESTRATEGIES, INC. AND SUBSIDIARY

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

December31, 2020

(7)OTHER DEBT

On April 20, 2020, the Company received funding under a Paycheck Protection Program (“PPP”) loan (the “PPP Loan”) from CCBank (the “Lender”). The principal amount of the PPP Loan was $26,458. The PPP was established under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration (the “SBA”). The PPP Loan has a two-year term, maturing on April 20, 2022. The interest rate on the PPP Loan is 1.0% per annum. Principal and interest are payable in monthly installments, beginning on November 20, 2020, until maturity with respect to any portion of the PPP Loan which is not forgiven as described below. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any facility charge to obtain the PPP Loan. The PPP Loan provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The PPP Loan could be partially or fully forgiven if the Company complied with the provisions of the CARES Act, including the use of PPP Loan proceeds for payroll costs, rent, utilities and other expenses, provided that such amounts are incurred during a 24-week period that commenced on April 20, 2020, and at least 60% of any forgiven amount had been used for covered payroll costs as defined by the CARES Act.

On December 9, 2020, the Company received notice that the full PPP Loan amount of $26,458 had been forgiven. As such, the Company recorded $26,458 of Gain on Extinguishment of Debt on its Statement of Operations for the three and nine months ended December 31, 2020.

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Item2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.

This discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources at and during the nine months ended December 31, 2020 and 2019. For a complete understanding, this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Financial Statements and Notes to the Financial Statements contained in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended March 31, 2020.

Forward-lookingStatements

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.

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Overview

We are currently focused on the business of purchasing residual economic interests in a portfolio of life settlements. A life settlement is the sale of an existing life insurance policy to a third party for more than the policy’s cash surrender value, but less than the face value of the policy benefit. After the sale, the new policy holder will pay the premiums due on the policy until maturity and then collect the settlement proceeds at maturity.

We currently do not purchase or 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 represent 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.

We were not responsible for maintaining premiums or other expenses related to maintaining the underlying life settlement or life insurance policies. Ownership of the underlying life settlement or life insurance policies, and the related obligation to maintain such policies, remains with the entity that holds such policies. However, in the event of default of the owner, the Company may choose to expend funds on premiums, interest and servicing costs to protect its interest in NIBs, though the Company has no legal responsibility nor adequate funds for these payments.

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.

We began purchasing NIBs during our fiscal year ended March 31, 2013.

Planof Operations

Life Settlements is not a market sector without competition and, at present, we are a minor competitor. We will need substantial additional funds to effectively compete in this industry and no assurance can be given that we will be able to adequately fund our current and intended operations through debt or equity financing. The Company has no current source of operating revenues. When we hold NIBs we may be required to expend funds on premiums, interest and servicing costs to protect our interest in NIBs, though we have no legal responsibility nor adequate funds for these payments. In the event that neither party fulfils the financial obligations pertaining to the premiums, interest and servicing costs, we would be required to evaluate our investment in NIBs for possible adverse impairment.

When we hold NIBs, we use an estimation methodology to project cash flows and returns as presented. The estimation model requires many assumptions, including, but not limited to the following: (i) an assumption that the distinct number of lives in our portfolio would exhibit similar experience to a statistically diverse portfolio from which mortality tables have been created; (ii) an assumption that the life expectancies (the “LE” or “LEs”) provided by LE providers represent the actuarial mean of the life expectancies of the insureds in our portfolio, (iii) the weighted average of the LEs provided by the LE providers represents an appropriate method for adjusting for discrepancies in the LEs; (iv) life expectancy tables and projections are accurate; (v) the minimum premiums calculated based on the in-force illustrations provided by life insurance carriers are accurate and will not change over the course of the lifetime of our portfolio; and (vi) the Holders’ Lender fees, MRI fees, and insurance, servicing and custodial fees will not change materially over time. While this method of modeling cash flows is helpful in providing a theoretical expectation of potential returns that might be produced from our NIBs portfolio, actual cash flows and returns inevitably will be different (possibly materially) due to the fact that predicting the exact date of death of any individual is virtually impossible. The provision of a theoretical cash flow model is by no means any guarantee of any results. The actual performance of these NIB interests (as well as our future expectations as to what such performance might be) may differ substantially from our expectations, especially if any of the assumptions change or differ from our initial assumptions.

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Resultsof Operations

Three-MonthsEnded December 31, 2020, Compared with Three-Months Ended December 31, 2019

InterestIncome

Due to the Company not holding NIBs, no interest income was recorded for the three months ended December 31, 2020 or 2019.

General& Administrative Expenses

General and administrative expenses totaled $277,298 and $282,363 during the three months ended December 31, 2020, and 2019, respectively. A significant portion of these expenses were professional fees and payroll costs.

OtherIncome and Expenses

During the three months ended December 31, 2020, we received notice that the full PPP Loan amount of $26,458 had been forgiven. As such, the Company recorded $26,458 of Gain on Extinguishment of Debt.

For the three months ended December 31, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $170,000 and $4,500, respectively. The increased expenses are due to additional costs incurred as progress advances toward additional financing.

During the three months ended December 31, 2020, and 2019, interest expense accrued in the amount of $58,720 and $45,044, respectively. The increased interest expense was due to higher principal balances during the three months ended December 31, 2020.

IncomeTaxes

During the three months ended December 31, 2020 and 2019, the Company recorded a net loss before income taxes of $479,560 and $331,907, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

Nine-MonthsEnded December 31, 2020, Compared with Nine-Months Ended December 31, 2019

InterestIncome

Due to the Company not holding NIBs, no interest income was recorded for the nine months ended December 31, 2020 or 2019.

General& Administrative Expenses

General and administrative expenses totaled $637,557 and $894,196 during the nine months ended December 31, 2020, and 2019, respectively. A significant portion of these expenses were professional fees and payroll costs. Reduced operational needs from the nine months ended December 31, 2019 to December 31, 2020 resulted in decreases in each of the areas previously mentioned.

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OtherIncome and Expenses

During the nine months ended December 31, 2020, we received notice that the full PPP Loan amount of $26,458 had been forgiven. As such, the Company recorded $26,458 of Gain on Extinguishment of Debt.

For the nine months ended December 31, 2020 and 2019, other expenses related to pursuing potential financing alternatives were $285,230 and $87,000, respectively. The increased expenses are due to additional costs incurred as progress advances toward additional financing.

During the nine months ended December 31, 2020, and 2019, interest expense accrued in the amount of $166,910 and $125,485, respectively. The increased interest expense was due to higher principal balances during the nine months ended December 31, 2020.

IncomeTaxes

During the nine months ended December 31, 2020 and 2019, the Company recorded a net loss before income taxes of $1,063,239 and $1,106,681, respectively, and had no income tax expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

Liquidityand 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 December 31, 2020, we had $186,803 of cash, compared to $28,784 as of March 31, 2020. As of December 31, 2020, the Company had access to draw an additional $4,814,192 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are anticipated to be approximately $90,000, which includes salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, estimated legal and accounting expenses. Outstanding Accounts Payable as of December 31, 2020 totaled $675,512, and other accrued liabilities totaled $631,485. 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 February 2021.

Debt

At December 31, 2020, we owed $3,321,313, including accrued interest, for debt obligations. We owed $2,741,808 in principal pursuant to notes payable and lines-of-credits from related parties and had fully paid off the principal owing on the 8% Convertible Debenture. As of December 31, 2020, one note payable and line-of-credit had a principal balance of $859,508 and is currently extended through November 30, 2022, 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 $1,056,300, and the line of credit is currently extended through November 30, 2022. At December 31, 2020, unsecured promissory notes had principal balances totaling $826,000 and are due November 30, 2021. The convertible debenture agreement, which has no principal balance due as of December 31, 2020 is open through November 30, 2021. As of the date of this filing, there was $4,814,192 available under the lines-of-credit we currently have with related parties and $3,000,000 available under the 8% convertible debenture agreement. During the nine months ended December 31, 2020, we received $26,458 funding under a Paycheck Protection Program loan which was subsequently fully forgiven on December 9, 2020 (see Note 7 of the Notes to the Condensed Consolidated Financial Statements for more detail).

CriticalAccounting 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, 2020, which was filed with the SEC on August 10, 2020.

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Off-BalanceSheet Arrangements

We have no off-balance sheet arrangements.

Item3. Quantitative and Qualitative Disclosure about Market Risk

Not Applicable.

Item4. Controls and Procedures

Limitationon 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.

Evaluationof 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 effective.

Changesin Internal Control

There were no changes in our internal control over financial reporting that occurred during the third quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PARTII - OTHER INFORMATION

Item1. 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.

Item1A. 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, 2020, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended December 31, 2020 to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 10, 2020, the Company issued a private placement memorandum offering, which relied upon exemption from registration provided by Regulation D, to raise up to $1,000,000 through the issuance of restricted shares of the Company’s common stock (par value $0.001) to qualified investors. As of December 31, 2020, the Company had received subscription agreements from family members and business associations of a stockholder for 500,000 common shares at a purchase price of $1 per share, with proceeds to the Company totaling $500,000. It is anticipated that the proceeds will be used to fund general operational activities and exploration of additional financing alternatives.

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Purchasesof Equity Securities by the Issuer

There were no repurchases of equity during the quarter ended December 31, 2020.

Item3. Defaults upon Senior Securities.

None; not applicable.

Item4. Mine Safety Disclosures.

None; not applicable.

Item5. Other Information.

None; not applicable.

Item6. Exhibits

Exhibits. The following exhibits are included as part of this report:

Exhibit<br> 10.33*	Amendment to $3,000,000 Convertible Debenture Agreement between Sundance Strategies, Inc. and Satco International, Limited, dated July 13, 2020.
Exhibit<br> 10.35*	Extension Agreement to Promissory Note between Sundance Strategies, Inc. and Radiant Life, dated October 1, 2020
Exhibit<br> 10.36*	Extension to Promissory Note between Sundance Strategies, Inc. and Kraig T. Higginson, dated October 27, 2020
Exhibit<br> 10.37**	Private Placement Memorandum
Exhibit<br> 31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, President and Director.
Exhibit<br> 31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, Principal Financial Officer.
Exhibit<br> 32	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Randall F. Pearson, President and Principal Financial Officer.
Exhibit<br> 101.INS	XBRL<br> Instance Document
Exhibit<br> 101.SCH	XBRL<br> Taxonomy Extension Schema Document
Exhibit<br> 101.CAL	XBRL<br> Taxonomy Extension Calculation Linkbase Document
Exhibit<br> 101.DEF	XBRL<br> Taxonomy Definition Linkbase Document
Exhibit<br> 101.LAB	XBRL<br> Taxonomy Extension Label Linkbase Document
Exhibit<br> 101.PRE	XBRL<br> Taxonomy Extension Presentation Linkbase Document

* Previously filed as an Exhibit to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange Commission on November 16, 2020, and incorporated by reference herein.

**Filed herewith.

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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:<br> February 12, 2021	By:	/s/ Randall F. Pearson
		Randall<br> F. Pearson
		President<br> and Principal Financial Officer

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SUNDANCESTRATEGIES, INC.

(aNevada corporation)

4626North 300 West, Suite 365

Provo,Utah 84604

Telephone:(801) 717-3935

$500,000.00-$1,000,000.00

500,000- 1,000,000 “Restricted” Shares of Common Stock at $1.00 per Share

PRIVATEOFFERING OF $0.001 PAR VALUE COMMON STOCK THAT ARE “RESTRICTED SECURITIES” FOR ACCREDITED INVESTORS ONLY

November 10, 2020

SUBSCRIPTION DOCUMENTS

__________________________________

OffereeName

Date:_____________. No._____________. __________________________________

RandyPearson, President

INDEXTO SUBSCRIPTION DOCUMENTS

	Page<br> <br><br> Number
Instructions	3
Subscription Agreement	6
Subscriber Information	8
Subscriber Signature	10
Company Representations<br> and Warranties	11-12
Suitability Letter	13
Subscriber Information	14-15
Subscriber Signature	16
Subscriber Representative Acknowledgment	17
Representative Information	17-18
Representative Signature	19
Certificate of Partnership, Corporation or Other<br> Entity	20
Agency Information	20
Agency Signature	21
Investment Letter	23
Subscriber Signature	24

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INSTRUCTIONSFOR COMPLETING SUBSCRIPTION DOCUMENTS

GENERAL

This packet contains the documents that are required to be completed by subscribers (the “Subscriber” or “Subscribers”) and maintained by Sundance Strategies, Inc., a Nevada corporation (the “Company”), in an effort to document the facts relied on by the Company for claiming one or more exemptions from registration under applicable federal and state securities laws, rules and regulations in connection with the Company’s private offer and sale of its Common Stock as defined and described in the Term Sheet that comprises the cover page of the Company’s offering materials, along with the Company’s Form 10-K Current Report (without Exhibits, which Exhibits can be viewed at www.sec.gov) dated March 29, 2020, and filed with the SEC on August 11, 2020 (the “10-K”), a copy of which is attached hereto (respectively, the “Term Sheet” and the “Subscription Documents,” and with these Subscription Documents and Term Sheet being collectively called the “Offering Documents”).

Completed and manually executed Subscription Documents with payment as provided below must be delivered to the Company, which will review the Subscription Documents and other information available to it to determine whether to accept the subscriptions. Only persons who are “accredited investors” may subscribe to purchase the Common Stock.

The following is a list of individual documents that must be furnished and may be used as a checklist to assure that all necessary documents have been completed and delivered to the Company:

[ ] 1. Subscription Agreement

[ ] 2. Suitability Letter (2 Copies)

[ ] 3. Investment Letter (2 Copies)

In addition, certain Subscribers may be required to complete and deliver the Subscriber Representative Acknowledgment and/or the Agency Representation Form, as discussed below.

TRANSMITTAL OF FUNDS

There is no minimum offering required to be achieved before the funds can be utilized by the Company as described in the Term Sheet; subscription payments are all for cash and must be by personal check, wire or bank check to:

SundanceStrategies, Inc.

Account#2911387955

WellsFargo Bank

ABA# 121000248

Ref:Sundance Strategies, Inc.

4626North 300 West, Suite 365

Provo,Utah 84604

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CORPORATIONS,PARTNERSHIPS, AND OTHER LEGAL ENTITIES

If the Subscriber is a corporation, partnership, trust or other legal entity, it must also furnish a certificate executed by the corporate secretary, partner, trustee or other appropriate officer to the effect that the person signing the subscription has been duly authorized to do so; that the subscription is being made in accordance with the articles of incorporation, bylaws, partnership agreement, trust agreement or other governing instrument as applicable under the circumstances; and that such entity was not formed for the principal purpose of making the investment. Advice regarding the form and content of such certificate, appropriate in specific circumstances, will be provided on request.

SPECIALINSTRUCTIONS

Persons subscribing jointly (example: husband and wife) must sign the Subscription Agreement. All blanks in the Subscription Agreement must be completed with respect to all persons purchasing.

Persons Subscribing Through an Attorney-in-Fact

A Subscriber may authorize another person (an attorney-in-fact) to subscribe for the Common Stock on the Subscriber’s behalf. To do so, a Subscriber must execute a power of attorney that appoints such other person as attorney-in-fact and authorizes him or her in that capacity to execute a Subscription Agreement. Any Subscription Agreement signed on behalf of a Subscriber by an attorney-in-fact must be accompanied by a copy of a power of attorney in proper form executed by such Subscriber.

Retain Copies

You should carefully read the Subscription Documents before subscribing for the purchase of the Common Stock. Once accepted by the Company, subscriptions may not be revoked. The duplicate copy of the Subscription Documents should be retained for your own files. The other copy of the Subscription Documents will be used by the Company in reviewing your subscription. After processing, a copy of the Subscription Agreement, signed by the Company, will be returned to Subscribers whose subscriptions are accepted and, if applicable, certificates and authenticated subscriptions will be issued immediately.

Questions

If you have any questions regarding the completion of the Subscription Documents in this packet, or for further information about the Company, contact Randy Pearson:

Randy Pearson, President

Sundance Strategies, Inc.

4626 North 300 West, Suite 365

Provo, Utah 84604

Telephone: (801) 717-3935

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You may also (and you are urged to) question Randy Pearson, President of the Company, by contacting him at the above address and/or telephone; and you can ask questions of any director or executive officer, accountant or lawyer for the Company, and the contact information for these persons will be provided by Mr. Pearson.

Due Diligence

Only “accredited investors” may subscribe to purchase the Common Stock. You are entitled to ask questions of and receive answers to such questions respecting information concerning the Company from directors and executive officers of the Company to the full satisfaction of each.

Very truly yours,

SundanceStrategies, Inc.

Randy Pearson, President

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SUBSCRIPTIONAGREEMENT

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is entered into by and between Sundance Strategies, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber to purchase securities of the Company pursuant hereto (the “Subscriber”).

The Company is offering for sale to “accredited investors” only certain shares of its Common Stock as described in the Offering Documents.

On the foregoing premises, the Subscriber hereby subscribes to purchase shares of the Company’s Common Stock on the following terms and conditions:

1. Subscription to Purchase Common Stock

1.1 Offer to Purchase. Subject to the terms and conditions of this Agreement, the Subscriber irrevocably subscribes to purchase at the Closing as defined herein, the number of Common Stock outlined on the Counterpart Signature Page hereto.

With this Agreement, the Subscriber is also tendering to the Company: (i) a Suitability Letter, (ii) an Investment Letter, (iii) payment of the full subscription amount, in cash, and (iii) a Purchaser Representative Disclosure and/or Certificate of Corporation, Partnership or other Entity, if applicable. The foregoing are sometimes hereinafter referred to as the “Subscription Documents.”

1.2 Acceptance or Rejection. The acceptance or rejection of the offer to purchase the Common Stock shall take place at such time and place within 30 days of the date hereof, as the Company may specify (which time and place are designated as the “Closing”). At the Closing, the Company shall either (i) accept this subscription (in whole or in part) and deliver to the Subscriber the Common Stock, all against delivery to the Company of the full purchase price of the Common Stock equal to the subscription amount; or (ii) reject this subscription and return to the Subscriber his/her/its subscription (or as much thereof as is not accepted).

2. Representations. The Subscriber, singly, or on behalf of an entity subscribing, hereby represents and warrants as follows:

2.1 Age. The Subscriber or signatory is over the age of majority.

2.2 No Governmental Approval. The Subscriber acknowledges that neither the Securities and Exchange Commission nor the securities commission of any state or any other federal agency has made any determination as to the merits of purchasing the Common Stock.

2.3 Information Provided by the Subscriber. All information which the Subscriber has provided or is providing the Company, or to its agents or representatives concerning the Subscriber’s suitability to invest in the Company is complete, accurate and correct as of the date of the signature on the last page of this Agreement. Such information includes, but is not limited to information concerning the Subscriber’s personal financial affairs, business position and the knowledge and experience of the Subscriber and the Subscriber’s advisors. The Company shall maintain such information regarding the Subscriber in strict confidence except as may be required to be disclosed to governmental agencies in support of an available exemption from the registration requirements of applicable securities laws, rules and regulations regarding the offer and sale of the Common Stock.

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2.4 Information Provided by the Company. The Subscriber has been provided with access to all material information about the Company requested by either the Subscriber, the Subscriber’s purchaser representative or others representing the Subscriber, including the reports filed by the Company with the SEC during the past twelve (12) months, along with the attached 10-K, and any information requested to verify any information furnished, and there has been direct communication between the Company and its representatives on the one hand and the Subscriber and the Subscriber’s representatives and advisors on the other in connection with information regarding the purchase made hereby. The Company has given the Subscriber the opportunity to ask questions of and receive answers from the Company and/or its directors, officers, employees or representatives concerning the terms and conditions of this Offering and to obtain any additional information (to the extent the Company possesses such information or can acquire it without unreasonable effort or expense) desired or necessary to verify the accuracy of the information provided. Any proprietary information disclosed or discovered by the Subscriber in reviewing information made available to the Subscriber by the Company in connection with the offer and sale of the Common Stock shall be maintained by the Subscriber in strict confidence.

2.5 Subscription Subject to Acceptance. The Subscriber acknowledges that this Agreement may be accepted or rejected by the Company with respect to all or part of the amount subscribed and that, to the extent the subscription may be rejected, the accompanying cash subscription payment will be refunded without payment of interest and without deduction of expenses.

2.6 Financial Condition of the Subscriber. The Subscriber has adequate means of providing for his/her/its current needs and possible personal contingencies and has no need now, and anticipates no need in the foreseeable future, to sell the Common Stock for which the undersigned hereby subscribes. The Subscriber represents that Subscriber is able to bear the economic risks of this investment and is able to hold the securities for an indefinite period of time and has a sufficient net worth to sustain a loss of the entire investment, in the event such loss should occur.

2.7 Purchase Entirely for Own Account. The Subscriber has no present intention of dividing the Common Stock with others or of reselling or otherwise disposing of any portion of the Common Stock unless registered pursuant to a registration statement filed with the Securities and Exchange Commission or there is an available exemption from such registration for any such disposition.

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2.8 No Reliance on Unauthorized Representations. The Subscriber has not specifically relied on any oral representations from the Company, or any broker or salesman or their partners, stockholders, directors, officers, employees or agents, except:

________________________________________________________________________

In making a decision to purchase the Common Stock, the Subscriber has had an opportunity to ask questions of and receive answers to such questions respecting information concerning the Company from directors and executive officers of the Company to the full satisfaction of each.

3. Indemnity. The Subscriber hereby agrees to indemnify the Company and any person participating in the Offering, and to hold them harmless, and to grant them a right of set-off from and against any and all liability, damages, cost or expense (including, but not limited to, reasonable attorneys’ fees), including the amount paid in settlement and whether or not suit is commenced, incurred on account of or arising out of any inaccuracy in the Subscriber’s declarations, representations and warranties set forth in any portion of the Subscription Documents executed and delivered by the Subscriber in connection with his/her/its subscription for the purchase of the Common Stock.

4. Setoff. Notwithstanding the provisions of the last preceding section or the enforceability thereof, the Subscriber hereby grants the Company the right of setoff against any amounts payable by the Company to the Subscriber for whatever reason, before any and all damages, costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred on account of or arising out of any of the items referred to in clauses (a) through (c) of the last preceding section.

5. Representations and Warranties of Company. The representations and warranties of the Company set forth on Exhibit A hereto are incorporated by reference into this Agreement and shall survive the Closing.

6. Partial Registration Rights. If, at any time after the date hereof the Company shall propose to file any registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering a public offering of the common stock of the Company (other than a registration on Form S-4 or Form S-8 (or their successor forms) or any registration form that does not permit secondary sales), it will notify the Subscriber at least 30 business days prior to each such filing and will include in each such registration statement (to the extent permitted by applicable regulation) up to 25% of the Common Stock subscribed to by Subscriber. The Company shall bear all costs, fees and expenses of any such registrations referred to in this Section 6, including, without limitation, the Company’s legal and accounting fees, printing expenses, fees and expenses imposed by the Financial Industry Regulatory Authority, Inc. (“FINRA”), and blue sky fees and expenses, excluding fees and expenses of counsel to Subscriber or any Common Stock sales cost or underwriting commissions payable by the Subscriber. The Company will take all necessary action, which may be required in qualifying or registering the Common Stock, included in the registration statement for offer and sale under the securities or blue sky laws of such states as are reasonably requested by the holders of such securities and in obtaining approval by FINRA for the resale of the Common Stock; however, the Subscriber understands and agrees that any Common Stock requested to be registered by the Subscriber and included in each such registration statement as a result of the registration rights outlined herein may be subject to cutback or reduction by any underwriter; or by the Securities and Exchange Commission, under SEC Rule 415 or otherwise; and the Subscriber agrees to such cutbacks, without qualification, so long as such cutbacks are pro rata (based upon the percentage of ownership of the Subscriber of Common Stock to the number of shares of common stock sought to be registered by the Company) with all other Subscribers, or other holders of common stock sought to be registered, provided, however, excluding from such pro rata computations, any common stock to be registered for an offering by the Company for cash. These registration rights shall cease once the Subscriber is entitled to make unlimited sales of the Common Stock subscribed under Rule 144(b)(1) of the Securities and Exchange Commission.

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7. Miscellaneous. The Subscriber further understands, acknowledges and agrees that:

(a) This Agreement is not transferable or assignable by the Subscriber.

(b) This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada.

(d) Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Subscriber, the Subscriber does not thereby or in any other manner waive any rights granted to the Subscriber under federal or state securities laws.

(e) This Agreement does not entitle the Subscriber to any rights as a stockholder of the Company’s securities with respect to any securities purchasable hereunder which have not been fully paid for.

(f) In the event of any breach of any of the terms and provisions hereof by the Company or the Subscriber, the prevailing party in any action brought to enforce the terms and provisions of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

(g) The Common Stock comprise “restricted securities” that must be held at least one year prior to public sale under Rule 144 of the Securities and Exchange Commission, among other resale conditions.

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COUNTERPARTSIGNATURE PAGE TO

SUBSCRIPTIONAGREEMENT

This Counterpart Signature Page for that certain Subscription Agreement between Sundance Strategies, Inc., a Nevada corporation (the “Company”), and the undersigned Subscriber to purchase securities of the Company pursuant thereto, is executed by the undersigned as of the date hereof. The undersigned, through execution and delivery of this Counterpart Signature page, intends to be legally bound by the terms of such Agreement.

	SUBSCRIBER
Date: ____________________________________
Tax I.D. Number or Social Security Number	Type or Print Name of Subscriber(s) in Exact<br> Form to be used on Records of the Company
Number and Street	Signature
City, State and Zip Code	Signature of Joint Subscriber, If Any
Number of Common Shares	Total Subscription Price

ACCEPTANCEBY THE COMPANY

The Company hereby accepts the foregoing subscription and agrees to be bound by the terms of this Agreement.

SundanceStrategies, Inc.

Dated:	By

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Exhibit A

Company Representations and Warranties

The Company hereby makes the following representations and warranties to the Subscriber as of the Closing.

1. Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Common Stock, to carry out the provisions of this Agreement and to carry on its business as presently conducted and as presently proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing in each jurisdiction in which the nature of its activities makes such qualification necessary, except to the extent that the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, conditions (financial or otherwise), assets or results of operations of the Company (a “Material Adverse Effect”).

2. Capitalization. The authorized, issued and outstanding capital stock of the Company is as has been set forth in writing to Subscriber and all issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable. Except as required by law, there are no restrictions upon voting or transfer of the shares of the capital stock of the Company pursuant to the Company’s Articles of Incorporation, Bylaws or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. When issued, the Common Stock will be duly authorized, validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Common Stock and the underlying Common Stock may be subject to restrictions on transfer as set forth in the Agreement or under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The issuance of the Common Stock contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person, which have not been waived in connection with the Offering.

3. Authorization; Binding Obligations. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization of this Agreement and the performance of all obligations of the Company hereunder and thereunder, including the authorization, sale, issuance and delivery of the Common Stock has been taken. This Agreement, when executed and delivered, will be a valid and binding obligation of the Company enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and according to general principles of equity that restrict the availability of equitable remedies.

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4. No Conflict; Governmental Consents.

(a) The Company’s execution and delivery of this Agreement, the issuance of the Common Stock, and the consummation by the Company of the other transactions contemplated hereby, do not, and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or other governmental authority to or by which the Company is bound, or any provision of the Articles of Incorporation or Bylaws, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with or without notice or lapse of time, or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company.

(b) No consent, approval, authorization or any other order of any governmental authority or other third party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Common Stock, except such filings as may be required to be made with the Securities and Exchange Commission and with any state or foreign blue sky or securities regulatory authority relating to an exemption from registration thereunder.

5. Licenses. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has all necessary licenses, permits and other governmental authorizations currently required for the conduct of its business or ownership of properties and is in all material respects complying therewith.

6. Litigation. The Company knows of no pending or threatened legal or governmental proceedings against the Company which (i) adversely questions the validity of this Agreement or any other agreements contemplated hereby or the right of the Company to enter into this Agreement or any of such agreements, or to consummate the transactions contemplated hereby or thereby or (ii) could, if there were an unfavorable decision, have a Material Adverse Effect. There is no action, suit, proceeding or investigation by the Company currently pending in any court or before any arbitrator or that the Company intends to initiate.

7. Financial Statements. Financial Statements are provided in the 10-K and are an integral part of this Subscription Agreement and the Offering Documents (the “Financial Information”). The Company files as a Smaller Reporting Company and an Emerging Growth Company with the SEC. Be advised that the financial and operational history of the company will be further outlined in the 10-K.

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SUITABILITYLETTER

TO: SundanceStrategies, Inc.

****4626 North 300 West, Suite 365

Provo, Utah 84604

Singly or on behalf of a subscribing entity, I make the following representations with the intent that they may be relied upon by SundanceStrategies, Inc., a Nevada corporation (the “Company”), in determining my suitability or that of my principal as a subscriber (the “Subscriber”) to purchase the Company’s Common Stock as described in the Offering Documents.

1. I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company, its proposed business activities and the risks and merits of this prospective investment, and am not utilizing a purchaser representative as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the evaluation of such risks and merits, except the following:

2. I shall provide a separate written statement from each purchaser representative on the Subscriber Representative Acknowledgment form available from the Company or its placement agents in which is disclosed (i) the relationship of the purchaser representative with the Company, if any, which has existed at any time during the previous two years, (ii) the compensation received or to be received as a result of such relationship, and (iii) the education, experience and knowledge in financial and business matters which enables the purchaser representative to evaluate the relative merits and risks of an investment in the Company.

3. The undersigned, or the undersigned and the purchaser representatives listed above together have such knowledge and experience in financial and business matters that they are capable of evaluating the Company and the proposed activities thereof and the merits and risks of this prospective investment.

4. I have adequate means of providing for my current needs and possible personal contingencies and have no need in the foreseeable future for liquidity of an investment in the Company.

5. I confirm that I am an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act as checked below:

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(a) Any bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

[ ] Yes [ ] No

(b) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

[ ] Yes [ ] No

(c) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

[ ] Yes [ ] No

(d) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

[ ] Yes [ ] No

(e) Any natural person whose individual net worth*, or joint net worth with the person’s spouse, at the time of this purchase exceeds $1,000,000;

[ ]* Yes [ ]* No

(f) Any natural person who had an individual net income in excess of $200,000 in each of the two most recent fiscal years or joint income with the person’s spouse in excess of $300,000 in each of those two years and has a reasonable expectation of reaching the same income level in the current fiscal year;

[ ] Yes [ ] No

(g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii); and

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[ ] Yes [ ] No

(h) Any entity in which all of the equity owners are accredited investors.

[ ] Yes [ ] No

If not an “accredited investor,” I am a “sophisticated investors,” who, by reason of business acumen, experience, employment or other factors, are fully capable of evaluating the risks and merits of an investment in the Company.

[ ] Yes [ ] No

6. I have previously been advised that I would have an opportunity to review all the pertinent facts concerning the Company, and to obtain any additional information which I might request, to the extent possible or obtainable, without unreasonable effort and expense, in order to verify the accuracy of the information provided me by the Company.

7. I have personally communicated or been offered the opportunity to communicate with the directors or executive officers of the Company, its attorneys and accountants to discuss the proposed business and financial affairs of the Company, its proposed activities and plans for the future. I acknowledge that if I would like to further avail myself of the opportunity to ask additional questions of the Company, the Company will make arrangements for such an opportunity on request.

8. I have been advised that no accountant or attorney engaged by the Company is acting as my representative, accountant or attorney.

9. I will hold title to my interest as follows:

[ ] Community Property [ ] Separate Property

[ ] Joint Tenants with Rights [ ] Tenants in Common

of Survivorship [ ] Other (Single Person, Trust, Etc. Please Indicate.)

10. I am a bona fide resident of the State of __________. The address below is my true and correct principal residence.

* The term “net worth” means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (e), the value of the Subscriber’s principal residence must be excluded from the calculation of total assets, and any mortgages and other indebtedness on such property can be excluded from the calculation of total liabilities (except to the extent the amount of such indebtedness exceeds the fair market value of the property, if the lender has recourse to the investor for deficiencies).

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DATED this _____ day of _____________________, 2013.

____________________________________	___________________________________
Name<br> (Please Print)	Name<br> of Joint Subscriber, If Any
____________________________________	____________________________________
Signature	Signature
_____________________________________	____________________________________
Street<br> Address	Street<br> Address (If Different)
_____________________________________	____________________________________
City,<br> State and Zip Code	City,<br> State and Zip Code (If Different)

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SUBSCRIBER REPRESENTATIVE ACKNOWLEDGMENT

Confirmationof Appointment by Subscriber

Name of Subscriber:_____________________________________________________________

The undersigned (the “Subscriber”) has appointed the person named below as the Subscriber’s representative in connection with the proposed purchase of Sundance Strategies, Inc., a Nevada corporation (the “Company”), Common Stock as described in the Offering Documents.

Signature of Subscriber: __________________________________________________________

Acknowledgmentby Subscriber Representative

Please complete the following questions fully, attaching additional sheets if necessary.

1. Name: _________________________________________________________________

Age: ___________

Business Address: ________________________________________________________

________________________________________________________________________

2. Present occupation or position, indicating period of such practice or employment and field or professional specialization, if any:____________________________________________

______________________________________________________________________________

3. List any business or professional education, including degrees received, if any: ______________________________________________________________________________

______________________________________________________________________________

4. Have you had prior experience in advising clients with respect to investments of this type:

[ ] Yes [ ] No

5. List any professional license or registrations, including bar admissions, accounting certifications, real estate brokerage licenses, and SEC or state broker-dealer registration that you hold: ______________________________________________________________________________

______________________________________________________________________________

6. Describe generally any business, financial or investment experience that would help you to evaluate the merits and risks of this investment: _____________________________________

______________________________________________________________________________

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7. State how long you have known the Subscriber and in what capacity: ________________

______________________________________________________________________________

8. Except as set forth in subparagraph (a) below, neither I nor any of my affiliates (as such term is defined in Rule 405 under the Securities Act of 1933, as amended) have any material relationship with the Company or any of its affiliates; no such material relationship has existed at any time during the previous two years; and no such material relationship is mutually understood to be contemplated:

(a) __________________________________________________________________

(b) If a material relationship is disclosed in subparagraph (a) above, indicate the amount of compensation received or to be received as a result of such relationship: ______________________________________________________________________________

9. In advising the Subscriber in connection with the Subscriber’s prospective investment in the Company, I will be relying in part on the Subscriber’s own expertise in certain areas.

[ ] Yes [ ] No

10. In advising the Subscriber in connection with the Subscriber’s prospective investment in the Company, I will be relying in part on the expertise of an additional purchaser representative or representatives.

[ ] Yes [ ] No

I understand that the Company will be relying on the accuracy and completeness of my responses to the foregoing questions, and I represent and warrant to the Company as follows:

(a) I am acting as Subscriber Representative for the Subscriber in connection with the Subscriber’s prospective investment in the Company;

(b) The answers to the above questions are complete and correct and may be relied on by the Company in determining whether the Offering with respect to which I have executed this Acknowledgment is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities statutes;

(c) I will notify the Company immediately of any material change in any statement made herein occurring prior to the closing of any purchase by the Subscriber of any interest in the proposed investment;

(d) I am not an affiliate, partner or employee of the Company or an affiliate, partner, officer, director or other employee of the Company’s affiliates, or a beneficial owner of 10% or more of any class of the equity securities of the Company or any of its affiliates;

(e) I have disclosed to the Subscriber in writing prior to the Subscriber’s acknowledgment of me as his/her/its Subscriber Representative, any material relationship with the Company or its affiliates disclosed in response to question 8 above; and

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(f) I personally (or, if I have checked “Yes” in question 9 or 10 above, together with the Subscriber or the Additional Subscriber Representative or Representatives indicated above) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the Subscriber’s prospective investment in the Company.

EXECUTED as of this _____ day of _______________, 2013.

____________________________________

Subscriber Representative Signature

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CERTIFICATEOF PARTNERSHIP, CORPORATION OR OTHER ENTITY

The undersigned, ___________________________________________________ (the “Subscriber”), a _______________________________ [insert type of entity, i.e., partnership, corporation, etc.] organized under the laws of the State of __________________ with its principal offices located at the address set forth below, hereby certifies as follows to induce **Sundance Strategies, Inc.,**a Nevada corporation (the “Company”), to accept the Subscriber’s offer to purchase the Company’s Common Stock as described in the Offering Documents.

1. Pursuant to valid and legally binding documents filed at the time and in the manner required by the laws of the state under which Subscriber was organized as stated above, Subscriber was formed on _______________________.

2. Subscriber was organized to engage in the business of ______________________

_____________________________. Since its organization, Subscriber’s business activities have included the following: ______________________________________________________

_____________________________________________________________________________.

Subscriber was not organized for the specific purpose of purchasing the Company’s securities.

3. The offer to purchase the Common Stock to be sold by the Company has been approved by the governing authority of Subscriber in accordance with the power vested in it by applicable law and the documents under which the Subscriber was organized and exists.

4. Subscriber has determined that the purchase of the Common Stock is consistent with its purposes and policies, is of benefit to it and involves risks that it can reasonably bear.

5. On request of the Company, Subscriber shall deliver a certified copy of resolutions duly adopted by the board of directors, general partners, trustees or other governing authority of Subscriber and provide further evidence of the authority and power of Subscriber to make the investment described herein.

The Subscriber has caused this document to be executed by the Subscriber’s representative or agent, hereunto duly authorized as of ________________________, 20____.

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FOR REQUIRED SIGNATURES, SEE NOTE BELOW.

__________________________________

Name of Subscriber

__________________________________

Address

__________________________________

Signature of Authorized Signatory

__________________________________

Title

NOTE: Corporations: must be signed by a president or vice-president

Partnerships: must be signed by all general partners

Trusts: must be signed by all managing trustees

Others: contact the issuer

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INVESTMENTLETTER

SundanceStrategies, Inc.

4626 North 300 West, Suite 365

Provo, Utah 84604

Re:	Acquisition<br> of Common Stock of Sundance Strategies, Inc., a Nevada corporation (the “Company”),<br> as described in the Offering Documents.

Dear Ladies and Gentlemen:

In connection with the acquisition of the Common Stock of the Company, I hereby acknowledge that singly, or on behalf of an entity subscribing to purchase the Common Stock, I represent and warrant that I have sufficient knowledge and experience to understand the nature of this acquisition and am fully capable of bearing the economic risk of the loss of my entire cost basis.

I acknowledge receipt of and access to information regarding the Company and understand that you will make all books and records of your Company available to me for my inspection in connection with the contemplated acquisition of the Common Stock, and that I have been encouraged to review the information given to me and ask any questions I may have concerning the information of any director or officer of the Company or of the legal and accounting firms for the Company.

I understand that I must bear the economic risk of ownership of the Common Stock for a long period of time, the minimum of which will be one (1) year, as these securities are “unregistered” securities and may not be sold unless any subsequent offer or sale is registered with the Securities and Exchange Commission or otherwise exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or other applicable laws, rules and regulations.

I intend that you rely on all of my representations made herein as they are made to induce you to issue me the Common Stock, and I further represent (of my personal knowledge or by virtue of my reliance on one or more personal representatives), and agree as follows:

1. That the shares of Common Stock are being received for investment purposes and not with a view toward further distribution;

2. That I have a full and complete understanding of the phrase “for investment purposes and not with a view toward further distribution”;

3. That I understand the meaning of “unregistered securities” and know that they are not freely tradable;

4. That any Common Stock issued by you to me or my principal in connection with the Common Stock shall be imprinted with a legend restricting their sale, assignment, hypothecation or other disposition unless it can be made in accordance with applicable laws, rules and regulations;

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5. I agree that the stock transfer records of your Company shall reflect that I have requested the Company not to effect any transfer of any certificate representing any of the securities being acquired unless I or my principal shall first have obtained an opinion of legal counsel to the effect that they may be sold in accordance with applicable laws, rules and regulations, and I understand that any opinion must be from legal counsel satisfactory to the Company and, regardless of any opinion, I understand that the exemption covered by any opinion must in fact be applicable to the securities;

6. That neither I nor my principal shall sell, offer to sell, transfer, assign, hypothecate or make any other disposition of any interest in the securities being acquired except as may be pursuant to any applicable laws, rules and regulations;

7. I fully understand that my investment or that of my principal for the acquisition of the Common Stock is “risk capital,” and that I and my principal are fully capable of bearing the economic risks attendant to this investment, without qualification; and

8. I also understand that without approval of counsel for the Company, all of the Common Stock to be issued and delivered to me or my principal shall be represented by one instrument only, and that such Common Stock shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof:

The securities represented by this certificate have not been registered under the Securities Act, and may not be sold or otherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or unless sold pursuant to Rule 144 under the Act.

Any request for more than one Common Stock certificate must be accompanied by a letter signed by the requesting stockholder setting forth all relevant facts relating to the request. The Company will attempt to accommodate any request where it believes the request is made for valid business or personal reasons so long as in its sole discretion, the granting of the request will not facilitate a “public” distribution of unregistered securities of the Company.

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Thank you very much.

Dated this ________ day of ______________________, 2013.

Very truly yours,

__________________________________

(title or capacity)

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EXHIBIT31.1

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER

Pursuantto 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<br> such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to<br> us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br> our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br> statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based<br> on such evaluation; and
d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially<br> 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<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and
b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 12, 2021	By:	/s/ Randall F. Pearson
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		Randall<br> F. Pearson
		President<br> and Principal Executive Officer

EXHIBIT31.2

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

Pursuantto 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.;

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

a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which<br> are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial<br> information; and
b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> February 12, 2021	By:	/s/ Randall F. Pearson
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		Randall<br> F. Pearson
		President<br> and Principal Financial Officer

EXHIBIT32

CERTIFICATIONOF PRINCIPAL

EXECUTIVEOFFICER PURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 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 December 31, 2020, 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<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
Date:<br> February 12, 2021	By:	/s/ Randall F. Pearson
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		Randall<br> F. Pearson
		President,<br> Principal Executive Officer and<br><br> <br>Principal<br> Financial Officer