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. Yesx ☒ Noo ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files.)Yesx ☒ Noo ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o☐ Nox ☒

As of ~~November 9, 2016~~February 14, 2023, the registrant had ~~44,128,441~~41,408,441 shares of common stock, par value $0.001, issued and outstanding.

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

For the ~~Company required~~Three, Six and Nine Months Ended December 31, 2022 and 2021

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

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

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, 2022, which was filed with ~~this Quarterly Report were prepared by management and commence below, together with related notes. In~~ the opinion of management, the Condensed Consolidated Financial Statements fairly present the financial condition of the Company and include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s Condensed Consolidated Financial Statements.SEC on June 29, 2022. The results from operations for the three and ~~six month~~nine-month periods ended ~~September 30, 2016,~~December 31, 2022, are not necessarily indicative of the results that may be expected for the fiscal year ended March 31, ~~2017. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with~~2023. In the ~~March 31, 2016, Consolidated Financial Statements and footnotes thereto included in~~opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the ~~Company’s Annual Report on Form10-K for the fiscal year ended March 31, 2016, which was filed with the SEC on June 14, 2016.~~

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

The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, in accordance with the instructions to the Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a fair presentation of its consolidated financial position, results of operations, stockholders’ equity, and cash flows ~~in accordance with accounting principles generally accepted in the United States (“GAAP”).~~

~~In the opinion of management, the unaudited financial information~~at June 30, 2022 and for ~~the interim~~all periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the Company’s consolidated financial position, results of operations, and cash flows. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.herein have been made.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the Company’s financial statements and the accompanying notes. Actual results could materially differ from those estimates. ~~These condensed consolidated unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion~~

Organization and Nature of ~~management, are necessary to present fairly the operations and cash flows for the periods presented.~~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”~~Strategies”, “the Company”, “we” or ~~“we”~~“our”). ~~The Company is engaged in the~~

Our historical business ofmodel has focused on purchasing or acquiring ~~and selling~~ 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 of 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.” ~~Currently,~~

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

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

During the year ended March 31, 2022, the Company and ~~sale~~US Capital Global Securities LLC, an affiliate of ~~net insurance benefit contracts (“NIBs”) based on life settlements or~~US Capital Global, entered into an arrangement wherein the Company is the lead advisor and lead originator of tailored life insurance ~~policies.~~portfolios to be used in a life insurance-linked bond offering (“bond offering”) of between $250 million to $500 million. US Capital Global Securities LLC is the lead placement agent and is marketing the bond offering on behalf of the issuer on a best-efforts basis to qualified investors. The Company ~~does not take possession or control~~has worked with Egan Jones rating agency to obtain a minimum of BBB plus to an A minus rating on the bond offering. This initial rating is based upon a sample portfolio of life settlement assets similar to those expected to be utilized in the bond offering. Once a percentage of the ~~policies.~~bond offering is in escrow, then the actual life settlement portfolios will be purchased and held until the bond offering closes. Once the final group of assets are assembled, then a final rating will be obtained. The ~~Holder~~Company has engaged a licensed asset manager, whose projected returns will be approved by the rating agency. Important for the success of the ~~life settlements or life insurance policies acquire such policies at~~bond is the treatment of the various cash accounts that will support the bond. The two primary accounts will be the Investment account and the Cash Reserve account. These accounts will represent approximately 40% of the total cash raised from the bond offering. The Investment and Cash Reserve accounts are projected to produce sufficient annual returns to support the cost associated to maintain the bonds. A nationally recognized trust manager has been engaged to insure all the workings of the bond are handled properly and timely. An actuarial company has also been engaged to provide the modeling needed for the rating agency, asset manager and bond issuer. For services provided, the Company will receive a ~~discount to their face value. The Holder has available credit to pay forecasted premiums and expenses~~fee upon the closing on the ~~underlying policies until settlement.~~ bond offering and will also hold a residual monetary right to cash flows from the life settlement assets once the bond is retired.

On ~~settlement,~~January 1, 2022, the Company ~~receives~~entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires the ~~net insurance benefit after all borrowings, interest~~Company to make an initial $100,000 payment and ~~expenses~~up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and the Company successfully reaching certain milestones. Further, the agreement requires the Company to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into the Company’s common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and the Company successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which the Company will be an advisor. As of December 31, 2022, none of the milestones related to the potential issuance of equity have been ~~paid~~met; and no assurance can be given that these anticipated milestones will be reached.

In addition to the arrangements described above, management of the Company is actively seeking additional bonding and financing opportunities that would allow the Company to leverage its unique position within the life-settlements market, and lead to future revenue opportunities. To be able to quickly pivot to any of these additional opportunities, the Company has been actively seeking to secure additional bond ratings from other bond rating agencies to expand its attractiveness within the marketplace.

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

Basic net loss per common share is computed by dividing net loss by the ~~Holder out~~weighted average number of common shares outstanding during the ~~settlement proceeds.~~

~~The Financial Accounting Standards Board (“FASB”)~~periods presented using the treasury stock method. Diluted net loss per common share is computed by including common shares that may be issued ~~Accounting Standard Update (“ASU”) 2014-09, 2015-14~~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 ~~2016-8, 10,11 and 12 – Revenue~~common stock warrants. Potentially dilutive shares resulting from ~~Contracts with Customers, which provides a single, comprehensive revenue recognition model for all contracts with customers. The core principal~~convertible debt agreements are evaluated using the if-converted method. Potentially dilutive securities are not included in the calculation of the ASUs is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASUs also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB deferred the effective date of this standard. As a result, the standard and related amendments will be effectivediluted net loss per share for the ~~Company for its fiscal year beginning April 1, 2018, including interim periods within that fiscal year. Early application is permitted, but not before~~three and nine months ended December 31, 2022 and 2021, because to do so would be anti-dilutive. Potentially dilutive securities outstanding as of December 31, 2022 and 2021 are comprised of warrants convertible into 7,873,990 and 4,958,754 shares of common stock, respectively.

Adopted During the original effective date of April 1, 2017. Entities are allowed to transition to the new standard by either retrospective application or recognizing the cumulative effect. The Company is currently evaluating the guidance, including which transition approach will be applied and the estimated impact it will have on our consolidated financial statements. The Company does not believe adoption of the ASUs will have a material impact on the consolidated financial statements.

In ~~August 2014,~~May 2021, the FASB issued ASU ~~2014-15 Presentation~~2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of ~~Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about~~Freestanding Equity Classified Written Call Options. This ASU clarifies an Entity’s Ability to Continue as a Going Concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s financial statements.

In January 2016, the FASB issued ASU 2016-01 regarding Financial Instruments, which amended guidance on the classification and measurement of financial instruments. Under the new guidance, entities will be required to measure equity investments that are not consolidated or accounted for under the equity method at fair value with any changes in fair value recorded in net income, unless the entity has elected the new practicability exception. For financial liabilities measured using the fair value option, entities will be required to separately present in other comprehensive income the portion of the changes in fair value attributable to instrument-specific credit risk. Additionally, the guidance amends certain disclosure requirements associated with the fair value of financial instruments. The standard will be effective for the Company’s fiscal year beginning April 1, 2018, including interim reporting periods within that fiscal year. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

~~In February 2016, the FASB issued ASU 2016-02 related to the~~issuer’s accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain ~~aspects~~modifications or exchanges of ~~lessor accounting. Under the new guidance, lease classification as either~~freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. Specifically, it provides a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06 related to the embedded derivative analysis for debt instruments with contingent call or put options. This pronouncement clarifies that an exercise contingency does not need to be evaluatedprinciples-based framework to determine whether ~~it relates only~~an issuer should recognize the modification or exchange as an adjustment to ~~interest rates~~equity or credit risk. Instead, the contingent put or call option should be evaluated for possible bifurcation as a derivative in accordance with the four-step decision sequence detailed in FASB ASC 815-15, without regard to the nature of the exercise contingency.an expense. The ~~pronouncement~~amendment is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. The Company does not believe the adoption of this guidance will have a material effect on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The new standard is designed to simplify the areas of share based payments relating to income tax consequences. ASU 2016-09 is effective for the Company for its fiscal year beginning April 1, 2017. The Company is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.

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 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements and results of operations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. Historically, there has been a diversity in practice in how certain cash receipts/payments are presented and classified in the statement of cash flows. To reduce the existing diversity in

~~practice, this update addresses the eight cash flow issues as listed in the pronouncement. The amendments in this update are effective for fiscal years beginning April 1, 2018,~~2021, and interim periods ~~within that fiscal year. Early adoption is permitted.~~therein. The Company ~~is currently evaluating the effect of the adoption of this guidance on the consolidated financial statements.~~

In October 2016, the FASB issued ASU 2016-17, Consolidation - Interests held through Related Parties that are under Common Control, which alters how a decision maker needs to consider indirect interests in a variable interest entity (VIE) held through an entity under common control. Underadopted the new ~~ASU, if a decision maker is required to evaluate whether it is the primary beneficiary~~guidance as of ~~a VIE, it will need to consider only its proportionate indirect interest in the VIE held through a common control party. The amendments in this Update are effective for fiscal years beginning~~ April 1, ~~2017, including interim periods within that fiscal year. The Company is currently evaluating~~2022 and used the ~~effect~~framework to record modification to the exercise price of equity classified warrants during the ~~adoption of this guidance on the consolidated financial statements.~~nine months ended December 31, 2022.

The Company has reviewed all ~~other~~ 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.

~~(3) ADVANCE FOR INVESTMENT IN NET INSURANCE BENEFITS~~(2) LIQUIDITY REQUIREMENTS AND GOING CONCERN

On June 7, 2013, the Company entered into an Asset Transfer Agreement (the “Del Mar ATA”) with Del Mar Financial, S.a.r.l. (“Del Mar”). As part of the Del Mar ATA, the Company entered into a Structuring and Consulting Agreement with Europa Settlement Advisors Ltd. (respectively, the “Europa Agreement” and “Europa”).

The Del Mar ATA involved the purchase of certain life settlement assets consisting of the legal and net beneficial ownership interest in a portfolio of life insurance policies (the “NIBs”), among other assets that are consideration and collateral for certain cash advances and expense payments made by the Company. According to the Del Mar ATA, Del Mar, with the assistance of Europa, was obligated to convert the NIBs and other newly acquired NIBs into “Qualified NIBS.” As soon as Del Mar met its obligation to provide Qualified NIBs to the Company, any remaining NIBs and any other consideration and collateral would be returned or released to Del Mar. The original due date for the conversion was December 31, 2013, which date was subsequently extended several times. On April 30, 2015, the Company finalized an amendment to the Del Mar ATA and the related Europa Agreement to extend the deadline until August 31, 2015.

The remaining consideration and collateral under the Del Mar ATA, as of September 1, 2015, primarily consisted of approximately 72.2% of the NIBs associated with a portfolio of life settlement policies having a face value that originally totaled $94,000,000. The remaining 27.8% interested in the NIBs were held by other parties. During June 2015, one of the life settlement policies matured for $10,000,000 (the “Matured Policy”), lowering the remaining face value of such life settlement policies to $84,000,000. The premiums and expenses related to the maintenance of these life insurance policies are financed by a loan from a lender.

As Del Mar was unable to provide the required amount of Qualified NIBs by the extended due date of August 31, 2015, effective September 1, 2015, the agreements with Del Mar and Europa were cancelled and the Company obtained full ownership and control of the collateral, which included the above mentioned approximately 72.2% of the NIBs associated with the $84,000,000 face value of life settlement policies and certain rights to net proceeds relating to the Matured Policy.

On September 30, 2015, the Company transferred to Investment in NIBs the remaining balance of advances and expense payments to Del Mar, totaling $3,368,380, which approximates fair value. This amount was residing in advance for investment in NIBs before being transferred to investment in NIBs (see Note 4).

The bulk of the $10,000,000 proceeds paid in connection with the Matured Policy were used to repay loans secured by such Matured Policy. However, on September 10, 2015, the Company received $1,094,335 as a result of the rights associated with the Matured Policy. These proceeds were allocated $239,415 to pay off a note receivable (including interest), $547,308 to reimburse the Company for expense payments made to or on behalf of Del Mar and $307,612 as a refund of advance payments previously made to or on behalf of Del Mar as part of the Del Mar ATA.

~~The $547,308 and $307,612 proceeds, which together total $854,920, were applied to reduce Advance for Investment in NIBs.~~

In addition to obtaining full and unrestricted rights to the NIBs upon termination of the Del Mar ATA and Europa Agreement, the Company also is entitled to receive liquidated damages from Del Mar in an amount equal to 100% of any cash advances made under the Del Mar ATA. The Company is currently determining the extent of the liquidated damages claim and Del Mar’s ability to pay any such liquidated damages. The liquidated damages are computed pro rata, based upon the percentage of Qualified NIBs delivered by Del Mar under the Del Mar ATA. The Company received $90,600,000 in Qualified NIBs or approximately 22.65% of the $400,000,000 in Qualified NIBs due under the Del Mar ATA. Accordingly, once 22.65% of its costs and expenses are deducted, the Company would be entitled to receive the remaining amount of its costs and expenses, times two, as liquidated damages. As a result of the termination, the Company has no further payment obligations to Del Mar or fee obligations to Europa.

~~Investment in NIBs for the six months ended September 30, 2016, and the fiscal year ended March 31, 2016 were as follows:~~

~~As explained in Note 3, the Company transferred $3,368,380 from advance for investment in NIBs into investment in NIBs on September 30, 2015.~~

The estimated fair value of the Company’s investment in NIBs approximated carrying value at September 30, 2016, with fair value calculated using level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.

During April 2016, the Company received $1,417,870 in cash proceeds associated with the $10,000,000 maturity explained in Note 3 and miscellaneous adjustments to other underlying policies. The cash proceeds had the effect of reducing accrued interest on NIBs.

The investment in NIBs is a residual economic beneficial interest in a portfolio of life insurance policies that have been financed by an independent third party via a loan from a senior lender and insured via a mortality risk insurance product or mortality re-insurance (“MRI”). Future expected cash flow is defined as the net insurance proceeds from death benefits after senior debt repayment, mortality risk repayment and service provider or other third-party payments. The Company is not responsible for maintaining premiums or other expenses related to maintaining the underlying life insurance contracts. Therefore, the investment in NIBs balance on the Company’s balance sheet does not increase when premiums or other expenses are paid. The Company held a 100% interest in the NIBs relating to the underlying life insurance policies as of March 31, 2015. During the year ended March 31, 2016 we acquired NIBs in which the holders of the underlying policies only owned 72%. Therefore, as of September 30, 2016 the Company holds between 72% and 100% in the NIBs relating to the underlying life insurance policies.

The Company accounts for its investment in NIBs at the initial investment value increased for interest income and decreased for cash receipts received by the Company. At the time of transfer or purchase of an investment in NIBs, the Company estimates the future expected cash flows and determines the effective interest rate based on these estimated cash flows and our initial investment. Based on this effective interest rate, the Company calculates accretable income, which is recorded as interest income on investment in NIBs in the statement of

operations. Our current projections are based off of various assumptions including, but not limited to, the amount and timing of projected net cash receipts, expected maturity events, changes in discount rates, life expectancy estimates and their relation to premiums, interest, and other costs incurred, among other items. These uncertainties and contingencies are difficult to predict and are subject to future events that may impact our estimates and interest income. As a result, actual results could differ significantly from these projections. Therefore, subsequent to the purchase and on a regular basis, these future estimated cash flows are evaluated for changes. If the determination is made that the future estimated cash flows should be significantly adjusted, a revised effective yield is calculated prospectively based on the current amortized cost of the investment, including accrued accretion. Any positive or adverse change in cash flows that does not result in the recognition of an “other-than-temporary impairment” (“OTTI”) results in a prospective increase or decrease in the effective interest rate used to recognize interest income.

During July 2015 a group of persons located in the United States (the “Purchasers”) acquired the entities that owned all of the portfolios of life insurance policies underlying the Company’s NIBs. In connection with this purchase, the Purchasers and the respective owners of these portfolios entered into a settlement agreement releasing such owners and their managers from liability related to their ownership and management of the entities that owned the respective portfolios of life insurance contracts. The Company and Purchasers agreed to indemnify the prior owners of such portfolios against future claims in connection with the issuance of the NIBs or their ownership or management of the entities sold, based on actions that occurred prior to this sale to the Purchasers. The Company and Purchasers further agreed to maintain certain liquidity requirements of the entities underlying the NIBs for a period of 15 months following the acquisition by the Purchasers, which 15 month period expired in October 2016. If such liquidity was not provided, the Company and Purchasers were obligated to indemnify the prior owners and managers of the entities against third party claims for unpaid expenses. Neither the purchase of these entities nor the Settlement Agreement resulted in any material change in the Company’s NIBs ownership interest. The Company was supportive of the Purchasers acquiring the entities that owned the portfolios of life insurance contracts underlying the Company’s NIBs and was willing to provide the indemnification because it believed this ownership change would result in a reduction of costs and expenses associated with ownership of the NIBs, which would increase their intrinsic value. The Company was made aware by the Purchasers that credit was presently no longer available to pay certain costs to maintain the structure of the underlying life insurance policies. The Company’s obligations to provide liquidity under the Settlement Agreement have now expired and the Company is not legally obligated for costs incurred by the entities underlying the NIBs. However, if credit does not become available, whether it be by proceeds from a future maturity or other negotiations, the Company may provide such liquidity to protect its investment in the NIBs. The total historical unpaid costs incurred prior to the ownership transition and potential unpaid cost incurred after the ownership transition approximates $370,000 and $580,000, respectively, for an estimated total of $950,000. The Company believes the probable amount it will ultimately pay is approximately $316,667. Therefore, the Company has accrued $316,667 during the three months ended September 30, 2016, to account for this uncertainty. The Company anticipates that the total $316,667 will be paid by March 31, 2017, and therefore this amount has been recorded as current accrued expense. The Company will assess this uncertainty throughout the year ended March 31, 2017, and will adjust the amount accrued as more information becomes available.

As of September 30, 2016, the Company had borrowed $4,438,753, excluding accrued interest, from related parties under notes payable and lines-of-credit agreements that allow for borrowings of up to $5,230,000. Of the $4,438,753 of notes payable and lines-of-credit currently owed as of September 30, 2016, $1,500,000 is due November 30, 2017. The remaining $2,938,753 is due August 31, 2018. In the event the Company completes a successful equity raise, principal and interest on both notes payable are due in full at that time. The notes payable and lines-of-credit incur interest at 7.5%, allow for origination fees and are collateralized by Investment in NIBs. During the six months ended September 30, 2016, the Company borrowed an additional $768,575 under these agreements and repaid $150,000. As of November 9, 2016 the Company can still borrow up to $1,125,247 on these lines-of-credit. The associated interest is recorded on the balance sheet as a Long Term Accrued Expense obligation. The related parties include a person who is the Chairman of the Board of Directors and a stockholder, and Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

At March 31, 2014, the Company owed $1,455,904, including accrued interest, for notes payable. During the year ended March 31, 2015, the Company had accrued an additional $37,350 in interest. The note incurred interest at 4%, was collateralized by NIBs and was due in April 2015. During June 2015, the note payable and related accrued interest were converted to equity through the issuance of 187,500 shares of common stock and the holder was granted the right to require the Company to redeem the common stock for $8.00 per share. On June 9, 2015, the holder exercised a portion of the redemption right relating to 93,750 shares and, as a result, the Company paid the holder $750,000 to redeem the shares. On March 25, 2016, the holder exercised the redemption right in relation to the remaining shares and on April 12, 2016, the Company paid the holder an additional $750,000 to redeem the remaining shares. At March 31, 2016, the $750,000 associated with the redemption had been classified on the balance sheet as Mandatorily Redeemable Common Stock.

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 to August 31, 2017. On October 25, 2016, the Company agreed to amend the 8% Convertible Debenture Agreement that extended the due date and conversion rights to February 28, 2018. As of September 30, 2016, the Company owed $700,000 under the agreement, excluding accrued interest. The associated interest is recorded on the balance sheet as a Long Term Accrued Expense obligation. As of November 9, 2016, the Company is still able to borrow up to $2,300,000 on this agreement.

Since the Company’s inception on January 31, 2013, ~~its~~ operations have been primarily financed through sales of equity, debt financing ~~lines of credit~~ from related parties and the issuance of notes payable and convertible debentures. As of ~~September 30, 2016,~~December 31, 2022, the Company had ~~$34,348~~$3,158 of cash assets, compared to ~~$24,717~~$267,966 as of March 31, ~~2016.~~2022. As of ~~November 9, 2016,~~December 31, 2022, the Company ~~has~~had access to draw an additional ~~$1,125,247~~$4,492,192 on the notes payable, ~~and lines-of-credit,~~ related party (see Note 5)6) and ~~$2,300,000~~$3,000,000 on the Convertible Debenture Agreement (See Note 7). ~~The~~For the nine months ended December 31, 2022, the Company’s average monthly operating expenses ~~are expected to be~~were approximately ~~$262,000,~~$58,500, which includes salaries of our employees, consulting agreements and contract labor, general and administrative expenses and ~~estimated~~ legal and accounting expenses. ~~The~~In addition to the monthly operating expenses, the Company ~~believes~~continues to pursue other debt and equity financing opportunities, and as a result, financing expenses of $13,500 were incurred during the three months ended December 31, 2022. As management continues to explore additional financing alternatives, beginning January 1, 2023, the Company is expected to spend up to an additional $385,000 on these efforts. Outstanding Accounts Payable as of December 31, 2022 totaled $698,797. Management has concluded that its existing capital resources ~~together with the issuance of additional notes payable and convertible debentures~~ and availability under its existing ~~lines of credit~~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, or through ~~November 15, 2017. It is to~~February 2024. Related parties have given assurance that their continued support, by way of either extensions of due dates, or increases in lines-of-credit, can be ~~noted that $1,500,000 of notes payable and lines-of-credit currently owed as of September 30, 2016 is due November 30, 2017 (see Notes 5 and 7 for debt maturity dates). The~~relied on. As mentioned above, the Company also continues to evaluate other debt and equity financing ~~opportunities~~opportunities.

The outbreak of COVID-19 originated in Wuhan, China, in December 2019 and ~~in August 2016 paid~~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 ~~financing advance~~pandemic. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of ~~$100,000 to a group for a potential line-of-credit offering.~~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 ~~believes it has sufficient~~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, ~~and~~ capital resources, ~~to fund its projected operating requirements through November 15, 2017, it does not anticipate having adequate cash flows from~~ operations ~~for three to four years,~~ and ~~until a revenue stream has been established, it will require debt or equity financing to fund its current and intended~~ business and ~~any future purchases~~those of ~~NIBs.~~the third parties on which we rely.

If the Company is unable to raise sufficient capital through the planned securities and debt offerings or other alternative sources of financing, management will curtail NIB purchases. Under this plan, expenditures for NIBs will be curtailed.

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. ~~To continue~~

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.

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, 2022 and 2021.

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.

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. Of the 8,000,000 shares, 6,000,000 were owned by a related party to the Company. The total liability related to the repurchase of these shares is $400,000, with repayment to the related party stockholders contingent on a major financing event. Of the $400,000 liability, $300,000 is to a related party.

The Company’s related party lenders consist of: the Chairman of the Board of Directors and a stockholder, Radiant Life, LLC and Mr. Dickman, a board member and stockholder. These holders of the related party unsecured promissory notes, hold agreements that provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning of additional monies. The number of warrants issued for an extension is based on the following formula: 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will also require 2 warrants for each dollar loaned. All warrants issued under these terms vested immediately upon issuance, have an exercise price approximately equal to the fair value of the Company’s common stock on the date of grant, and expire 5 years from the date of issuance.

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

During the three months ended December 31, 2022, and per the provisions outlined above, the Company agreed to provide Mr. Dickman with warrants for 399,749 shares of common stock in conjunction with the extension of the due date of the outstanding promissory notes and agreed to provide the Chairman of the Board of Directors and a stockholder with warrants for 224,000 shares of common stock in conjunction with the Company borrowing $112,000under the respective note payable and line of credit agreement (see note 6). The exercise price of the warrants issued during the three months ended December 31, 2022 was $1.05. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model, was $589,858. The inputs used in these calculations included a fair value of the underlying common stock of $1.049 per share, a risk-free of between 3.84% and 4.31%, volatility of between 142.23% and 143.97% and a dividend rate of 0%. The Company determined the cost of debt issuance to be $211,922, to be amortized quarterly through November 30, 2022 (the due date of the lender’s line of credit at the time of the borrowing event). As such, $52,980 of debt discount was amortized as interest expense during the quarter ended December 31, 2022. The remaining $377,936 of expense, related to Mr. Dickman’s warrants, was recorded as a ~~going concern beyond~~loss on extinguishment of debt.

The following table summarizes the ~~period ended September 30, 2017,~~warrants issued and ~~in order~~outstanding as of December 31, 2022:

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 ~~continue to purchase NIBs,~~the warrants or the underlying shares of common stock.

On April 6, 2021, the Company ~~will need to raise additional capital to fund operations~~borrowed $300,000 under an unsecured promissory note with Satco International, Ltd. This promissory note bears interest at a rate of 8% annually and ~~purchase NIBs. Absent additional financing,~~was due January 6, 2023. In conjunction with this note, the Company ~~will not have~~issued warrants for 1,000,000 shares of common stock, exercisable at $1.00 per share and expiring in 3 years from the ~~resources~~date of the promissory note. On February 2, 2023, the unsecured promissory note with Satco International, Ltd. was amended to ~~execute its current business plan and continue operations.~~

~~As explained in Note 1,~~extend the ~~Company is focused~~due date from January 6, 2023 to April 6, 2023, or at the immediate time when alternative financing or other proceeds are received. This extension has no bearing on the ~~purchase and sale of NIB’s based on life settlements or life insurance policies. The Company does not take possession or control of~~warrants that were issued in conjunction with the ~~policies. The Holder of~~original promissory note. This note is separate from the life settlements or life insurance policies acquires such policies at a discount to their face value. The Holder has available credit to pay forecasted premiums and expenses on the underlying policies until settlement. On settlement, the Company receives the net insurance benefit after all borrowings, interest and expenses have been paid by the Holder out of the settlement proceeds. However, in the event of default of the Holder, the Company may be required to expend funds on premiums, interest and servicing costs over the next five years to protect its interest in NIBs, though8% convertible debenture agreement that the Company has ~~no legal responsibility~~in place with Satco International, Ltd. (see note 7). As of December 31, 2022 accrued interest on the note totaled $41,688.

As of December 31, 2022, and March 31, 2022, the Company had borrowed $3,113,808 and $3,001,808 respectively, excluding accrued interest and net of the debt discount, from related parties. The interest associated with the Notes Payable, Related Party of $977,598 and $767,358 is recorded on the balance sheet as an Accrued Expense obligation at December 31, 2022 and March 31, 2021, respectively.

As of both December 31, 2022 and March 31, 2022, the Company owed $826,000 under the unsecured promissory notes from Mr. Dickman. The promissory notes bear interest at a rate of 8% annually. On November 10, 2022, the notes were amended to extend the due date from October 31, 2022 to July 31, 2023, or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the promissory notes, the Company also agreed to provide Mr. Dickman with warrants for 399,749 shares of common stock. The total number of warrants issued to the related party lender was 2,090,332 as of December 31, 2022 (see Note 4 for further details on these warrants). During the nine months ended December 31, 2022, the Company neither borrowed any additional funds under this agreement nor ~~adequate funds for these payments.~~made any principal repayments. As of December 31, 2022, accrued interest on the notes totaled $287,962. In the event the Company completes a successful equity raise all principal and interest on the notes are due in full at that ~~neither~~time.

On July 29, 2021, the Company entered into an unsecured promissory note agreement with Radiant Life, LLC. This agreement was in conjunction with the Company borrowing $50,000 of Notes Payable, Related Party on the date of the agreement, and is not part of the existing note payable and lines of credit agreement the Company has with Radiant Life, LLC that is outlined below in this Note 6. The $50,000 promissory note bears interest at a rate of 8% annually and was due on July 29, 2022. On August 3, 2022, the promissory note was amended to extend the due date from July 29, 2022 to July 29, 2023, or at the immediate time when alternative financing or other proceeds are received. As of December 31, 2022, accrued interest on the note totaled $6,035.

As of December 31, 2022, and March 31, 2022, the Company, the Company owed $1,178,300 and $1,066,300 respectively, exclusive of accrued interest and net of the debt discount, under the note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder. The note was due November 30, 2023 or at the immediate time when alternative financing or other proceeds are received (see Note 8). On February 2, 2022, the related party ~~fulfils~~note payable and line of credit agreement was amended to extend the ~~financial obligations pertaining~~due date from November 30, 2023 to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received (see Note 8). On As of December 31, 2022, the agreement allowed for borrowings of up to $4,600,000. During the nine months ended December 31, 2022, the Company borrowed $112,000 under this agreement and no principal repayments were made. 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, 2022, accrued interest on this note totaled $283,826. As discussed in Note 4, a provision to the ~~premiums, interest~~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. As per this provision and ~~servicing costs,~~in conjunction with the extension of the due date of the promissory notes, the Company ~~would be required~~also agreed to ~~evaluate its investment in NIBs~~provide the Chairman of the Board of Directors and a stockholder with warrants for ~~possible adverse impairment. In addition,~~ 224,000 shares of common stock during the nine months ended December 31, 2022. The total number of warrants issued to the related party lender was 2,604,150 as of December 31, 2022 (see Note 4 ~~relating to associated commitments and contingencies affiliated with life settlements or life insurance policies.~~for further details on these warrants).

~~Management has considered subsequent events through November 9, 2016,~~December 31, 2022

As of December 31, 2022 and March 31, 2021, the ~~date these financial statements were issued. No events have occurred subsequent~~Company owed $1,059,508 in principle under the note payable and lines of credit agreement with Radiant Life, LLC. The agreement allows for borrowings of up to ~~September 30, 2016 which would have a material effect~~$2,130,000. The principal and interest on the ~~financial statements~~note were due November 30, 2024 or at the immediate time when alternative financing or other proceeds are received. On February 2, 2023, the agreement was amended to extend the due date from November 30, 2023 to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received (see Note 8). The note payable and line of credit agreement incurs interest at 7.5% per annum and is collateralized by the ~~Company.~~Company’s NIBS, if any. During the nine months ended December 31, 2022 the Company neither borrowed nor repaid any principal under this agreement. As of December 31, 2022, accrued interest on this agreement totaled $399,775. As discussed in Note 4, a provision to the lending agreement provides the related party lender with common stock warrants upon the lenders extension of a maturity due date or upon the loaning of additional monies. No new warrants were issued during the nine months ended December 31, 2022. The total number of warrants issued to the related party lender was 1,679,508 as of December 31, 2022 (see Note 4 for further details on these warrants).

The Company has entered into an 8% convertible debenture agreement with Satco International, Ltd., that allows for borrowings of up to $3,000,000. The holder originally had the option to convert the outstanding principal and accrued interest to unregistered, restricted common stock of the Company on June 2, 2016. Per the agreement, the number of shares issuable at conversion shall be determined by the quotient obtained by dividing the outstanding principal and accrued and unpaid interest by 90% of the 90-day average closing price of the Company’s common stock from the date the notice of conversion is received; and the price at which the Debenture may be converted will be no lower than $1.00 per share. The original maturity date was June 2, 2016, but was later extended, through a series of extensions, to November 30, 2023. On February 9, 2023, the note was amended to extend the due date from November 30, 2023 to November 30, 2024 , or at the immediate time when alternative financing or other proceeds are received. This extension has no bearing on the warrants that were issued in conjunction with the original promissory note.

As of December 31, 2022 and March 31, 2022, 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, 2022 and March 31, 2022.

On February 2, 2023, the unsecured promissory note with Satco International, Ltd. was amended to extend the due date from January 6, 2023 to April 6, 2023, or at the immediate time when alternative financing or other proceeds are received. This extension has no bearing on the warrants that were issued in conjunction with the original promissory note.

On February 2, 2023, the related party note payable and line of credit agreement with Radiant Life, LLC (see Note 6) was amended to extend the due date from November 30, 2023 to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide Radiant Life, LLC with warrants for 649,754 shares of common stock vested immediately upon issuance, with an exercise price of $1.05 per share and a 5-year exercise window from the date of the extension agreement.

On February 2, 2023, the related party note payable and line of credit agreement with the Chairman of the Board of Directors and a stockholder (see Note 6) was amended to extend the due date from November 30, 2023 to November 30, 2024, or at the immediate time when alternative financing or other proceeds are received. As per the provision outlined in Note 4, and in conjunction with the extension of the due date of the agreement, the Company also agreed to provide the Chairman of the Board of Directors and a stockholder, with warrants for 719,300 shares of common stock, vested immediately upon issuance, with an exercise price of $1.05 per share and a 5-year exercise window from the date of the extension agreement

On February 9, 2023, the Company agreed to amend the 8% convertible debenture agreement with Satco International, Ltd. (see Note 7) to extend the due date and conversion rights from November 30, 2023 to November 30, 2024.

Item 2. 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 ~~three~~nine months ended December 31, 2022 and ~~six month periods ended September 30, 2016 and 2015.~~2021. 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, ~~2016.~~2022.

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.

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

We currently do not ~~purchase or~~ hold life settlement or life insurance policies but, rather, ~~hold~~previously held a contractual right to receive the net insurance benefits, or ~~NIBs,~~“NIBs”, from a portfolio of life insurance policies held by a third ~~party.~~party (“the Owners” or “the Holders”). These NIBs ~~represent~~represented an indirect, residual ownership interest in a portfolio of individual life insurance policies, and they ~~allow~~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 are 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.

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) ~~purchases~~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 in satisfaction~~us.

~~We began purchasing NIBs during our~~the fiscal year ended March 31, ~~2013.~~2021, we began developing an additional business offering, providing professional services to specialty structured finance groups, bond issuers and life settlement aggregators. We have assembled an experienced team from the life settlement marketplace, as well as from other areas such as financial services and public financial markets. As a professional services provider, we apply industry best practices to advise on the selection of specific portfolios of life insurance policies that are tailored to meet the needs of its clients. Our clients may include bond issuers, bond investors, or other structured finance product issuers. We have developed strategies and methodologies which include the acquisition of life insurance portfolios, then use common structured finance techniques and proprietary analytics to structure bonds for issuances, including principal protected bonds. Our goal is to deliver long-term value and profitability to shareholders by growing our professional services business and asset base, resulting in the ability to pay dividends to its shareholders.

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

During the year ended March 31, 2022, we and US Capital Global Securities LLC, an affiliate of US Capital Global, entered into an arrangement wherein we are the lead advisor and lead originator of tailored life insurance portfolios to be used in a life insurance-linked bond offering (“bond offering”) of between $250 million to $500 million. US Capital Global Securities LLC is the lead placement agent and is marketing the bond offering on behalf of the issuer on a best-efforts basis to qualified investors. We have worked with Egan Jones rating agency to obtain a minimum of BBB plus to an A minus rating on the bond offering. This initial rating projection is based upon a sample portfolio of life settlement assets similar to those expected to be utilized in the bond offering. Once a percentage of the bond offering is in escrow, then the actual life settlement portfolios will be purchased and held until the bond offering closes. Once the final group of assets are assembled, then a final rating will be obtained. We have engaged a licensed asset manager, whose projected returns will be approved by the rating agency. Important for the success of the bond is the treatment of the various cash accounts that will support the bond. The two primary accounts will be the Investment account and the Cash Reserve account. These accounts will represent approximately 40% of the total cash raised from the bond offering. The Investment and Cash Reserve accounts are projected to produce sufficient annual returns to support the cost associated to maintain the bonds. A nationally recognized trust manager has been engaged to insure all the workings of the bond are handled properly and timely. An actuarial company has also been engaged to provide the modeling needed for the rating agency, asset manager and bond issuer. For services provided, we will receive a fee upon the closing on the bond offering and will also hold a residual monetary right to cash flows from the life settlement assets once the bond is retired.

On January 1, 2022, we entered into a marketing and consulting agreement with Tradability, LLC (“Consultant”) that requires us to make an initial $100,000 payment and up to an additional $400,000 in the future (which will be financed by the Consultant via a promissory note). The $400,000 obligation is contingent upon the Consultant and us successfully reaching certain milestones. Further, the agreement requires us to issue between 1,000,000 and 10,000,000 stock options (which are exercisable into our common stock at prices between $1.00 to $2.50 per share) contingent upon the Consultant and us successfully reaching certain milestones. The milestones primarily relate to the Consultant finalizing the tokenization of 500 million non-fungible tokens (“NFTs”) and the successful placement of NFTs with proceeds of between $100 million and $500 million. The proceeds will be used to purchase Life Settlements for which we will be an advisor. As of June 30, 2022 none of the milestones related to the potential issuance of equity have been metand no assurance can be given that these anticipated milestones will be reached.

In addition to the arrangements described above, we are actively seeking additional bonding and financing opportunities that would allow us to leverage our unique position within the life-settlements market, and lead to future revenue opportunities. To be able to quickly pivot to any of these additional opportunities, we have been actively seeking to secure an additional bond rating from another industry recognized rating agencies to expand our potential within the marketplace.

Our active board of directors continues to provide valuable industry expertise to the Company, including providing strategic insights and direction, leveraging their relationships within the financial community to provide potential financing opportunities, and extending valuable operational support through frequent and informal planning sessions.

~~Our plan of operation for the next 12 months is to continue the acquisition and possible sale of NIBs. This~~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 ~~whether through revenues generated from our current interest in our NIBs or~~ through debt or equity financing. WeThe 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 ~~over the next five years~~ 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. ~~These payments are currently being made through an unrelated senior lending facility.~~

When we hold NIBs, we owned as of September 30, 2016, and acquired from PCH Financial S.a.r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg (“PCH”), Del Mar Financial S.a.r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Del Mar”), and HFII Assets Solutions, LLC, a Delaware limited liability company (“HFII”). This amount is based on the estimated proceeds from polices of $402.5 million in face value, which includes estimated return of premiums; less the senior loan debt and MRI repayments outstanding of approximately $121.6 million, expected premium payments of $104.6 million over the life expectancies of the insured persons in these portfolios and estimated expenses and interest of approximately $69.7 million over the term of the senior loans.

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. These portfolios currently contain only 130 fractionalized policies on 71 individual insureds, though insurance rating agencies have stated that at least 1,000 lives are required to achieve actuarial stability. Many risk factors beyond these assumptions may result in our expectations being incorrect; therefore, no assurance can be given that these estimated results will occur.

At the time of transfer or purchase of an investment in NIBs, we estimate the future expected cash flows from such NIBs and determine the effective interest rate that, when applied to our initial investment in such NIBs, would yield these estimated cash flows. We accrue income on a monthly basis by applying this interest rate to our investment in the related NIBs, and such income is recorded as interest income on investment in NIBs in the statement of operations. This accretable income is based on the effective yield method and effectively represents the total amount of cash flows we expect to receive over the life of each pool of NIBs less the amount of our initial investment in such NIBs. Subsequent to the purchase of a given pool of NIBs and on a regular basis, these future estimated cash flows are evaluated for changes. If we determine that the future estimated cash flows should be significantly adjusted, a revised effective yield is calculated and applied prospectively. Any positive or adverse change in cash flows that does not result in the recognition of an “other-than-temporary impairment” (“OTTI”) results in a prospective increase or decrease in the effective interest rate used to recognize interest income.

Three-Months Ended ~~September 30, 2016~~December 31, 2022, Compared with Three-Months Ended ~~September 30, 2015~~December 31, 2021

~~Interest~~Due to the Company not holding NIBs, no interest income ~~on investment in NIBs totaled $1,419,427 and $863,439~~was recorded for the three months ended September 30, 2016, and 2015 respectively. The increase is primarily due to the acquisition of additional NIBs during September 2015, and adjustments to the cash flow models during the quarter ended June 30, 2016, which resulted in an increase to the effective interest rate used to recognize income on the NIBs.December 31, 2022 or 2021.

General and administrative expenses totaled ~~$885,493~~$149,158 and ~~$897,637~~$149,086 during the three months ended ~~September 30, 2016,~~December 31, 2022, and ~~2015,~~2021, respectively. A significant portion of these expenses were professional fees and payroll ~~travel expenses,~~costs.

Other Income and policy servicing expenses. We were made aware that credit was presently no longer available to pay certain costs to maintain the structure of the underlying life insurance policies. Although we are not legally obligated for costs incurred by the entities underlying the NIBs, if credit does not become available, whether it be by proceeds from a future maturity or other negotiations, we may opt to pay certain fees to protect our investment in the NIBs. We believe the probable amount of fees we will pay will approximate $316,667. Therefore, we have accrued $316,667 duringExpenses

For the three months ended ~~September 30, 2016,~~December 31, 2022 and 2021, other expenses related to ~~account for this uncertainty. We will assess this uncertainty throughout the year ended March 31, 2017,~~pursuing potential financing alternatives were $13,500 and ~~will adjust the amount accrued as more information becomes available.~~ $10,200, respectively.

~~Other income and expenses primarily consist of interest on the note payable related-party and convertible debenture, as well as interest income.~~ During the three months ended ~~September 30, 2016,~~December 31, 2022, and ~~2015,~~2021, interest expense ~~has~~ accrued in the amount of ~~$92,946~~$131,257 and ~~$51,390~~$71,245, respectively. The ~~increase is attributable~~increased interest expense was due to higher principal balances on ~~the~~our notes payable, ~~related-party.~~ as well as recognizing an additional $52,980 in amortized debt discount.

During three months ended December 31, 2022, we recognized $377,936 as loss on extinguishment of debt in conjunction with related party debt.

During the three months ended ~~September 30, 2016, we recorded net income before income taxes of $440,988 and also recorded an income tax expense of $261,862. During~~December 31, 2022, the ~~three months ended September 30, 2015, we~~Company recorded a net loss before income taxes of $671,851, and had no income tax ~~expense.~~expense or benefit as a result of a full valuation allowance on the net deferred tax asset.

~~Six-Months~~Nine-Months Ended ~~September 30, 2016~~December 31, 2022, Compared with ~~Six-Months~~Nine-Months Ended ~~September 30, 2015~~December 31, 2021

~~Interest~~Due to the Company not holding NIBs, no interest income ~~on investment in NIBs totaled $2,873,298 and $1,687,469~~was recorded for the ~~six~~nine months ended September 30, 2016, and 2015 respectively. The increase is primarily due to the acquisition of additional NIBs in September 2015, and adjustments to the cash flow models during the quarter ended June 30, 2016, which resulted in an increase to the effective interest rate used to recognize income on the NIBs.December 31, 2022 or 2021.

General and administrative expenses totaled ~~$1,612,935~~$524,649 and ~~$1,493,591~~$564,691 during the ~~six~~nine months ended ~~September 30, 2016,~~December 31, 2022, and ~~2015,~~2021, respectively. A significant portion of these expenses were professional fees and payroll ~~travel~~costs. The decrease in expenses ~~and policy servicing expenses. We were made aware that credit~~ was ~~presently no longer available~~primarily due to pay certain costs to maintain the structure of the underlying life insurance policies. Although we are not legally obligated for costs incurred by the entities underlying the NIBs, if credit does not become available, whether it be by proceeds from a ~~future maturity or other negotiations, we may opt to pay certain fees to protect our investment~~decrease in the NIBs. We believe the probable amount of fees we will pay will approximate $316,667. Therefore, we have accrued $316,667 during the six months ended September 30, 2016, to account for this uncertainty. We will assess this uncertainty throughout the year ended March 31, 2017, and will adjust the amount accrued as more information becomes available.professional fees.

~~Other income and expenses primarily consist of interest on the note payable related-party and convertible debenture, as well as interest income.~~ During the ~~six~~nine months ended ~~September 30, 2016,~~December 31, 2021, we negotiated a settlement to reduce our outstanding accounts payable to one of our vendors by $285,192. The gain was recorded as a gain on settlement of liabilities.

For the nine months ended December 31, 2022 and ~~2015,~~2021, other expenses related to pursuing potential financing alternatives were $40,500 and $97,761, respectively.

During nine months ended December 31, 2022, we recognized $377,936 as loss on extinguishment of debt in conjunction with related party debt.

~~has~~ accrued in the amount of ~~$178,828~~$281,303 and ~~$90,592~~$204,982, respectively. The ~~increase is attributable~~increased interest expense was due to higher principal balances on ~~the~~our notes payable, ~~related-party.~~ as well as recognizing an additional $52,980 in amortized debt discount.

During the ~~six~~nine months ended ~~September 30, 2016, we~~December 31, 2022, the Company recorded a net ~~income~~loss before income taxes of ~~$1,081,535,~~$1,224,388, and ~~also recorded an income tax expense of $261,862. During the six months ended September 30, 2015, we recorded a net income before income taxes of $108,527, but~~ had no income tax expense ~~due to~~or benefit as a result of a full valuation allowance on the ~~existence of~~ net ~~operating loss carryforwards which are fully reserved with a valuation allowance.~~deferred tax asset.

Since our inception our operations have been primarily financed through sales of equity instruments, debt financing, lines of credit and notes payable from related and unrelated parties and the issuance of convertible debentures. As of ~~September 30, 2016,~~December 31, 2022, we had ~~$34,348~~$3,158 of cash, compared to ~~$24,717~~$267,966 as of March 31, ~~2016.~~2022. As of December 31, 2022, the Company had access to draw an additional $4,492,192 on the notes payable, related party and $3,000,000 on the Convertible Debenture Agreement. Our monthly expenses are ~~between~~anticipated to be approximately ~~$215,000 and $309,000,~~$70,000, which includes salaries of our employees, policy servicing expenses, consulting agreements and contract labor, general and administrative expenses, and estimated legal and accounting ~~expenses,~~expenses. Outstanding Accounts Payable as of December 31, 2022 totaled $698,797, short term notes payable totaled $300,000, short term notes payable to related parties totaled $717,058, net of debt discounts, and ~~accruals for certain costs associated with the underlying life insurance policies, mentioned above.~~other accrued short term liabilities totaled $514,916. 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 ~~and availability under our existing lines of credit with related parties~~ will be sufficient to fund our operating working capital requirements for at least the next 12 months, or through November 15, 2017. While we believe we have sufficient liquidity and capital resources to fund our projected operating requirements through November 15, 2017, we do not anticipate having adequate cash flows from operations for three to four years, and until a cash flow stream from NIBs has been established. We will require debt or equity financing to fund our current and intended business and any future purchases of NIBs.February 2024.

As a result, we believe that we will need to raise approximately $45 million in additional funds through equity or debt financing to fully expand on our business model during 2017 and beyond. Although we are actively pursuing opportunities to raise additional equity and debt capital, funding may not be available to us on acceptable terms, or at all. Also, market conditions may prevent us from accessing the debt and equity capital markets. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences or other terms that adversely affect our stockholders’ rights or further complicate raising additional capital in the future. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable, for any reason, to raise needed capital, we may need to reduce, or discontinue, operations.

We raised $11,942,500 (gross) in our private placement that commenced in April 2013. During the six months ended September 30, 2016, we used $231,425 in financing activities compared to $582,000 net cash provided by financing activities during the six months ended September 30, 2015. During the six months ended September 30, 2016, we borrowed an additional $768,575 under the Notes Payable and Lines of Credit, Related Party agreements. We also repaid $150,000 during the six months ended September 30, 2016. In addition, during the six months ended September 30, 2016, we paid out the $750,000 Mandatorily Redeemable Common Stock Payable recorded on the balance sheet as of March

During March 2015, we agreed to pay $150,000 in cash, issue 1,130,000 shares of common stock and forgive a note receivable with an outstanding amount of $150,000 in exchange for relief of a $1,493,254 note payable and the receipt of NIBs. The net consideration given for the relief of the note payable and receipt of NIBs totaled $1,493,254 and $7,846,746 respectively, for a total of $9,340,000. The holder of the shares issued pursuant to the transaction was given the right to require us to redeem 187,500 shares for $8.00 per share ($1,500,000 in total). On June 9, 2015, the holder exercised a portion of the redemption right relating to 93,750 shares and, as a result, we paid the holder $750,000 to redeem the shares. On March 25, 2016, the holder exercised the redemption right in relation to the remaining shares and on April 12, 2016, we paid the holder an additional $750,000 to redeem the remaining shares. At March 31, 2016, the $750,000 associated with the redemption had been classified on the balance sheet as Mandatorily Redeemable Common Stock.

For the six months ended September 30, 2016 we recorded net cash provided by operating activities of $241,056, compared to $1,036,133 used in operating activities during the six months ended September 30, 2015. The increase in operating cash flows was primarily due to the receipt of approximately $1,400,000, which was an approved distribution from the policy holders as a return on our interest in NIBs. During the six month period ended September 30, 2016, we had an unusual net inflow of cash from operating activities. However, because we are in the early stages of our accretion model, we typically expect to use cash from operating activities during most reporting periods.

The accompanying financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business. To continue as a going concern beyond the period ending November 15, 2017, and to continue to acquire NIBs we will need to complete securities and debt offerings or obtain alternative sources of financing. Absent additional financing, we will not have the necessary resources to execute our business plan.

~~At September 30, 2016,~~2022, we owed ~~$5,364,068,~~$4,557,319, including accrued interest and exclusive of debt discounts, for debt ~~obligations, including $4,438,753, excluding accrued interest,~~obligations. We owed $3,113,808 in principal pursuant to notes payable and lines-of-credits from related parties, $300,000 in other notes payable, and ~~$700,000, excluding accrued interest, pursuant to an~~had fully paid off the principal owing on the 8% Convertible Debenture. ~~Of the $4,438,753~~As of ~~notes~~December 31, 2022, one note payable and ~~lines-of-credit currently owed as~~line-of-credit had a principal balance of ~~September 30, 2016, $1,500,000~~$1,059,508 and is due on November 30, ~~2017. The remaining $2,938,753 is due August 31, 2018. In~~2024, or when the ~~event we complete~~Company completes a successful equity raise, at which time principal and interest ~~on both~~is due in full. The second note payable and line-of-credit had a principal balance of $1,178,300, and the line of credit is currently extended through November 30, 2024. At December 31, 2022, promissory notes ~~payable~~with related parties had principal balances totaling $826,000, and are due ~~in full at that time.~~July 31, 2023. The convertible debenture agreement, which has no principal balance due as of December 31, 2022 is ~~due February 28, 2018.~~open through November 30, 2024. As of ~~November 9, 2016,~~February 14, 2023, there was ~~$1,125,247~~$4,492,192 available under the ~~notes payable and~~ lines-of-credit we currently have with related parties and ~~$2,300,000~~$3,000,000 available under the 8% convertible debenture agreement. We may borrow money in the future to finance our operations, but can make no guarantees that such credit will be made available to us. Any such borrowing will increase the risk of loss to the debt holder in the event we are unsuccessful in repaying such loans.

The notes payable and lines-of-credit incur interest at 7.5 percent and are collateralized by Investment in NIBs. During the six months ended September 30, 2016, we borrowed an additional $768,576 under these agreements. We also repaid $150,000 during the six months ended September 30, 2016. The related parties include a person who is the Chairman of the Board of Directors and a stockholder, and Radiant Life, LLC, an entity partially owned by the Chairman of the Board of Directors.

~~The preparation of our financial statements requires that we make estimates~~See Consolidated Financial Statements and ~~judgments. We base these~~footnotes thereto included in the Company’s Annual Report on ~~historical experience and~~Form 10-K for the fiscal year ended March 31, 2022, which was filed with the SEC on ~~other assumptions that we believe to be reasonable.~~June 29, 2022.

Our exposure to market risk for changes in interest rates relates primarily to the valuation of investment in NIBs and related income recognition. Increases in general interest rates would similarly increase the interest rates used in our financial models. Such increases would result in decreases in the present value of expected future cash flows from our NIBs and, as a result, decrease income accrued on our investment in NIBs. The Company’s assessment of market risk as of September 30, 2016 indicates there have been no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended March 31, 2016 filed with the SEC.Not Applicable.

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.

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 ~~President who is also deemed to be our acting CFO,~~principal executive and principal financial officer has concluded that our disclosure controls and procedures as of the end of the period covered by the Quarterly Report were not effective due to the lack of design and ~~that~~operating effectiveness of our control environment and risk assessment, control activities and monitoring activities relating to complex accounting matters relating to the ~~information required to be~~valuation of equity-based compensation instruments as disclosed ~~by us~~ in ~~reports~~Item 9A of our 10K filed ~~under the Exchange Act~~on June 29, 2022.

Our principal executive and principal financial officer is ~~(i) recorded, processed, summarized and reported within the time periods specified~~ in the ~~SEC’s rules~~process of performing a review of our processes and ~~forms and (ii) accumulated and communicated~~controls over complex accounting matters relating to ~~our management, including our President and our acting CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that~~ the ~~objectives~~valuation of ~~the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.~~equity-based compensation instruments.

~~We made~~There were no changes in our internal control over financial reporting ~~(as defined in Rule 13a-15(f) under the Exchange Act)~~that occurred during the ~~fiscal~~third quarter ~~ended September 30, 2016~~of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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, ~~2016,~~2022, which risks could materially affect our business, financial condition or future results. There were no material changes during the quarter ended ~~September 30, 2016~~December 31, 2022 to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, ~~2016.~~2022. These risks are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

~~There were no sales by us of unregistered securities during the quarter ended September 30, 2016.~~None.

There were no repurchases of equity during the quarter ended ~~September 30, 2016.~~December 31, 2022.

On October 25, 2016, the Company agreed to amend its 8% Convertible Debenture Agreement with Satco International, Ltd. to extend the due date and conversion rights to February 28, 2018 from its amended maturity date of August 31, 2017. As of September 30, 2016, the Company owed $700,000 under the agreement, excluding accrued interest. As of November 9, 2016, the Company is still able to borrow up to $2,300,000 on this agreement.None; not applicable.

* Previously filed as an Exhibit to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2022, filed with the Securities and Exchange Commission on June 29, 2022, and incorporated herein by reference.

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.


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

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

	Large accelerated filer o☐	Accelerated filerx ☐
	Non-accelerated filero ☒	Smaller reporting companyo☒
~~(Do not check if a smaller reporting company)~~		Emerging Growth Company ☒

	Page

PART I — FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of ~~September 30, 2016~~December 31, 2022 (Unaudited) and March 31, ~~2016~~2022	43
	Condensed Consolidated Statements of Operations for the three and ~~six month periods~~nine months ended ~~September 30, 2016~~December 31, 2022 and ~~2015~~2021 (Unaudited)	54
Condensed Consolidated Statements of Stockholders’ Deficit for the three, six and nine months ended December 31, 2022 and 2021 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the ~~six month periods~~nine months ended ~~September 30, 2016~~December 31, 2022 and ~~2015~~2021 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements December 31, 2022 (Unaudited)	~~7-13~~7

Item 2. Management’s Discussion and Analysis of Financial Condition And Results of Operations	~~14-18~~14

Item 3. Quantitative and Qualitative Disclosure about Market Risk	1819

Item 4. Controls and Procedures	19

PART II — OTHER INFORMATION	19

Item 1. Legal Proceedings	1920

Item 1A. Risk Factors	1920

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1920

Item 3. Defaults upon Senior Securities	1920

Item 4. Mine Safety Disclosures	1920

Item 5. Other Information	20

Item 6. Exhibits	20

~~Signatures~~		21

Signatures	22

	December 31,
	2022			March 31,
	(Unaudited)			2022

ASSETS

Current Assets
Cash and cash equivalents	$	3,158		$	267,966
Prepaid expenses and other assets		11,850			8,167

Total Current Assets	$	15,008		$	276,133

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	698,797		$	580,972
Accrued expenses		514,916			354,205
Notes payable		300,000			300,000
Current portion of notes payable, related parties, net of debt discount		717,058			876,000
Stock repurchase payable		400,000			400,000
Total Current Liabilities		2,630,771			2,511,177

Long-Term Liabilities
Accrued expenses		807,826			666,015
Notes payable, related parties, net of current portion, net of debt discount		2,237,808			2,125,808
		-			-

Total Long-Term Liabilities		3,045,634			2,791,823

Total Liabilities		5,676,405			5,303,000

Stockholders’ Deficit
Preferred stock, authorized 10,000,000 shares, par value $0.001; -0- shares issued and outstanding		-			-
Common stock, authorized 500,000,000 shares, par value $0.001; 41,408,441 shares issued and outstanding as of December 31, and March 31, 2022		41,409			41,409
Additional paid-in capital		27,771,476			27,181,618
Accumulated deficit		(33,474,282	)		(32,249,894	)

Total Stockholders’ Deficit		(5,661,397	)		(5,026,867	)

Total Liabilities and Stockholders’ Deficit	$	15,008		$	276,133

	2022			2021			2022			2021
	Three Months Ended December 31,						Nine Months Ended December 31,
	2022			2021			2022			2021

Income from Investments	$	-		$	-		$	-		$	-

General and Administrative Expenses		149,158			149,086			524,649			564,691


Loss from Operations		(149,158	)		(149,086	)		(524,649	)		(564,691	)

Other Income (Expense)
Loss on extinguishment of debt		(377,936	)		-			(377,936	)		-
Gain on settlement of liabilities		-			-			-			285,192
Interest expense		(131,257	)		(71,245	)		(281,303	)		(204,982	)
Financing expense		(13,500	)		(10,200	)		(40,500	)		(97,761	)

Total Other Income (Expense)		(522,693	)		(81,445	)		(699,739	)		(17,551	)

Loss Before Income Taxes		(671,851	)		(230,531	)		(1,224,388	)		(582,242	)
Income Tax Provision (Benefit)		-			-			-			4,149

Net Loss	$	(671,851	)	$	(230,531	)	$	(1,224,388	)	$	(586,391	)

Loss per share - basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.01	)

Weighted average shares outstanding - basic and diluted		41,408,441			41,333,224			41,408,441			41,168,876

	Shares		Amount		Capital		Deficit			Deficit
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance, March 31, 2022		41,408,441	$	41,409	$	27,181,618	$	(32,249,894	)	$	(5,026,867	)

Net loss		-		-		-		(301,596	)		(301,596	)

Balance, June 30, 2022		41,408,441		41,409		27,181,618		(32,551,490	)		(5,328,463	)

Net loss		-		-		-		(250,941	)		(250,941	)

Balance, September 30, 2022		41,408,441		41,409		27,181,618		(32,802,431	)		(5,579,404	)

Warrants issued in connection with debt issuances						211,922					211,922

Warrants issued in connection to extinguishment of debt		-		-		377,936		-			377,936

Net loss		-		-		-		(671,851	)		(671,851	)

Balance, December 31, 2022		41,408,441	$	41,409	$	27,771,476	$	(33,474,282	)	$	(5,661,397	)

Balance, March 31, 2021		40,108,441	$	40,109	$	24,728,638	$	(29,484,809	)	$	(4,716,062	)

Common stock issued for director compensation		1,200,000		1,200		54,240		-			55,440

Net loss		-		-		-		(101,215	)		(101,215	)

Balance, June 30, 2021		41,308,441		41,309		24,782,878		(29,586,024	)		(4,761,837	)

Stock-based compensation - director shares		-		-		18,480		-			18,480

Net loss		-		-		-		(254,645	)		(254,645	)

Balance, September 30, 2021		41,308,441		41,309		24,801,358		(29,840,669	)		(4,998,002	)

Common stock and warrants issued for cash		40,000		40		199,960		-			200,000

Net loss		-		-		-		(230,531	)		(230,531	)

Balance, December 31, 2021		41,348,441	$	41,349	$	25,001,318	$	(30,071,200	)	$	(5,028,533	)

	September 30,		March 31,
	2016		2016

ASSETS

Current Assets
Cash and Cash Equivalents	$	34,348	$	24,717
Prepaid Expenses		7,500		1,875

Total Current Assets		41,848		26,592

Long-Term Assets
Investment in Net Insurance Benefits		31,277,614		29,822,186
Financing Advance		100,000		—
Other		2,205		—

Total Long-term Assets		31,379,819		29,822,186

Total Assets	$	31,421,667	$	29,848,778

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	442,053	$	351,671
Accrued Expenses		316,667		—
Mandatorily Redeemable Common Stock		—		750,000

Total Current Liabilities		758,720		1,101,671

Long-Term Liabilities
Deferred Income Taxes		261,862		—
Note Payable-Related Party		4,438,753		3,820,178
Convertible Debenture		700,000		700,000
Accrued Expenses		225,315		192,157

Total Long-Term Liabilities		5,625,930		4,712,335

Total Liabilities		6,384,650		5,814,006

Commitments and Contingencies

Stockholders' Equity
Preferred Stock, authorized 10,000,000 shares,
par value $0.001; -0- shares issued and outstanding		—		—
Common Stock, authorized 500,000,000 shares,
par value $0.001; 44,128,441 and 44,128,441 shares issued and outstanding, respectively		44,129		44,129
Additional Paid In Capital		24,547,014		24,364,442
Retained Earnings (Accumulated Deficit)		445,874		(373,799	)

Total Stockholders' Equity		25,037,017		24,034,772

Total Liabilities and Stockholders' Equity	$	31,421,667	$	29,848,778

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	September 30,			September 30,			September 30,			September 30,
	2016			2015			2016			2015

Interest Income on Investment in Net Insurance Benefits	$	1,419,427		$	863,439		$	2,873,298		$	1,687,469

General and Administrative Expenses		885,493			897,637			1,612,935			1,493,591

Income (Loss) from Operations		533,934			(34,198	)		1,260,363			193,878

Other Income (Expense)
Interest Income		—			539			—			5,241
Interest Expense		(92,946	)		(51,390	)		(178,828	)		(90,592	)

Total Other Expense		(92,946	)		(50,851	)		(178,828	)		(85,351	)

Income (Loss) Before Income Taxes		440,988			(85,049	)		1,081,535			108,527
Income Tax Provision		261,862			—			261,862			—

Net Income (Loss)	$	179,126		$	(85,049	)	$	819,673		$	108,527

Basic and Diluted:
Basic Earnings Per Share	$	—		$	(0.01	)	$	0.02		$	—
Fully Diluted Earnings Per Share	$	—		$	(0.01	)	$	0.02		$	—

Basic Weighted Average Number of Shares Outstanding		44,128,441			44,315,941			44,134,555			43,886,050
Fully Diluted Weighted Average Number of Shares Outstanding		45,563,821			44,315,941			45,476,185			45,231,174

~~SUNDANCE STRATEGIES, INC. AND SUBSIDIARY~~
~~Condensed Consolidated Statements of Cash Flows~~
~~For the Six Months Ended September 30, 2016 and 2015~~
~~(Unaudited)~~

	September 30, 2016			March 31, 2016
Beginning Balance	$	29,822,186		$	22,544,635
Transfers from Advance for Investment in NIBs		—			3,368,380
Accretion of interest income		2,873,298			3,909,171
Cash received on accrued interest income		(1,417,870	)		—
Additional purchases		—			—
Distributions of investments		—			—
Impairment of investments		—			—
Total	$	31,277,614		$	29,822,186

●	Level 1: Quoted prices in active markets for identical assets and liabilities.

●	Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

●	Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Exercise Price ($)		Warrants Outstanding		Warrants Exercisable		Weighted Average Remaining Contractual Life (Years)		Proceeds to Company if Exercised

	0.05		3,708,754		3,708,754		2.45	$	185,439
	1.00		1,000,000		1,000,000		1.27		1,000,000
	1.05		2,615,236		2,615,236		4.27		2,745,998
	2.00		50,000		50,000		3.59		100,000
	5.00		500,000		500,000		4.07		2,500,000
			7,873,990		7,873,990			$	6,531,437

	Exhibit ~~10.1~~10.37*		~~Amendment to 8% Convertible Debenture Agreement, dated October 25, 2016, between the Company and Satco International, Ltd.~~Private Placement Memorandum, effective November 5, 2022

	Exhibit 10.38*		Agreement between Sundance Strategies, Inc. and Tradability, LLC, dated January 1, 2022

	Exhibit 31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, President and Director.

	Exhibit 31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Randall F. Pearson, ~~acting CFO.~~Principal Financial Officer.

	Exhibit 32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~proved~~provided by Randall F. Pearson, President and ~~acting CFO.~~Principal Financial Officer.

	Exhibit 101.INS		Inline XBRL Instance Document

	Exhibit 101.SCH		Inline XBRL Taxonomy Extension Schema Document

	Exhibit 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

	Exhibit 101.DEF		Inline XBRL Taxonomy Definition Linkbase Document

	Exhibit 101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

	Exhibit 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

	Exhibit 104		Cover Page Interactive Data File

SUNDANCE STRATEGIES, INC.

Date: February 14, 2023

~~November 9,2016~~By:

/s/ Randall F. Pearson

Randall F. Pearson

President and ~~Chief~~Principal Financial Officer