UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant [X]


x

Filed by a partyParty other than the Registrant [  ]


¨

Check the appropriate box:


[ ] Preliminary Proxy Statement


[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


[X] Definitive Proxy Statement


[ ] Definitive Additional Materials


[ ] Soliciting Material under Section 240.14a-12


JAVA EXPRESS

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only  (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Under Rule 14a-12
SUNDANCE STRATEGIES, INC.

(Name of Registrant as Specified in itsIn Its Charter)


N/A

_______________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

xNo fee required.
¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
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(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
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¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

[X] No fee required



[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1) Title of each class of securities to which transaction applies: N/A.


(2) Aggregate number of securities to which transaction applies: N/A.


(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 21, 2016
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the amount on which the filing fee is calculated and state how it was determined): N/A.


(4) Proposed maximum aggregate value of transaction: N/A.


(5) Total fee paid: N/A.


[ ] Fee paid previously with preliminary materials.


[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.


(1) Amount Previously Paid: $0.


(2) Form, Schedule or Registration Statement No.: N/A


(3) Filing Party: N/A



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(4) Date Filed: N/A


Contact Person:

Leonard W. Burningham, Esq.

Suite 205, 455 East 500 South Street

Salt Lake City, Utah 84111

Tel: 801-363-7411; Fax: 801-355-7126





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JAVA EXPRESS, INC.

4626 North 300 West, Suite 375

Provo, Utah 84604

(801) 705-8968


October 30, 2012


Dear Stockholder:

You are cordially invited to attend the Special2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Java Express, Inc., a Nevada corporation (the “Company”), which will be held on Monday, November 12, 2012, starting at 10:00 a.m., Mountain Standard Time, at the offices of the Company, 4626 North 300 West, Suite 375, Provo, Utah.  In addition to the matters to be acted upon at the meeting, which are described in the attached Notice of Special Meeting of Stockholders and the Proxy Statement, there will be an opportunity for you to ask questions.

Whether you plan to attend the meeting, the prompt execution of your Proxy card will both assure that your shares are represented at the meeting and minimize the cost of proxy solicitation.

The Proxy Statement contains a more extensive discussion of the only proposal (the “Proposal”) being presented at the meeting, and therefore, you should read the Proxy Statement carefully.  The Board of Directors unanimously recommends that you approve the Proposal, which relates to an increase in the authorized shares of common stock that the Company can issue.

Only stockholders of record at the close of business on October 16, 2012, are entitled to notice of and to vote at the meeting. You are cordially invited to attend the meeting in person.

If you have any questions after reading the Proxy Statement and other materials we have sent, please call Jonathan Craig Moffitt, our Chief Executive Officer, at (801) 705-8968.


Four non-management stockholders own in excess of a majority of our outstanding voting securities and could adopt the Proposal being presented without any other votes, though none has consented to or executed a Proxy card in favor of the Proposal being presented; however, Mark Burdge, who resigned from our Board of Directors and as an executive officer of the Company on October 16, 2012, is the Managing Member of Globe Energy Technologies, LLC (“Globe”), which owns 5,505,700 shares of our common stock or approximately 49.70% of our outstanding voting securities.  Mr. Burdge executed the unanimous written consent of our Board of Directors authorizing this increase in our authorized capital just prior to his resignation, and it is therefore assumed that Globe will vote in favor of the Proposal through Mr. Burdge as the Managing Member.

Sincerely,

/s/ Jonathan Craig Moffitt

Jonathan Craig Moffitt

President



The Board encourages stockholders to attend the meeting in person. Whether you plan to attend the meeting, you are urged to execute your Proxy card.  The Proxy may be revoked at any time before the shares are voted at the meeting.  Stockholders who attend the meeting may vote their shares personally even though they have sent their Proxy card.



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JAVA EXPRESS, INC.

4626 North 300 West, Suite 375

Provo, Utah 84604

(801) 705-8968


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 12, 2012




To the Stockholders of Java Express, Inc.:


A Special Meeting of Stockholders of Java Express,Sundance Strategies, Inc., a Nevada corporation (the “Company”), will be held on Monday, November 12, 2012, startingWednesday, September 21, 2016, at 10:3:00 a.m.,p.m. Mountain StandardDaylight Time at the offices of the Company, 4626 North 300 West, Suite 375, Provo, Utah 84604,84604. The Annual Meeting will be held for the following purpose:


purposes, as more fully described in the proxy statement accompanying this notice:
1.
ELECTION OF DIRECTORS.  To elect the three (3) directors named in the attached proxy statement;

1.

To increase our authorized shares from 60,000,000 shares with a par value of one mill ($0.001) per share, comprised of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 510,000,000 shares divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share, with the preferred stock continuing to have such rights and preferences as the Board of Directors shall determine in accordance with the Articles of Incorporation of the Company and the Nevada General Corporation Law (the “Nevada Act”).


2.

RATIFICATION OF AUDITORS.  To transact such other businessratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending March 31, 2017; and
3.
ANY OTHER BUSINESS that may properly come before the special meeting andAnnual Meeting or any and all adjournments or postponements thereof.


Our Board of Directors has chosen the close

The foregoing items of business on October 16, 2012, asare more fully described in the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting.  Only stockholders of record as of the record date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof.  A copy of our Proxy Statement accompanying this notice.
We recommend that stockholders vote “FOR” Proposals No. 1 and a Proxy card accompany this Notice. These materials will first be mailed to stockholders on or about October 30, 2012.


By Order of the Board of Directors,

/s/ Jonathan Craig Moffitt

Jonathan Craig Moffitt

President


October 30, 2012




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JAVA EXPRESS, INC.

4626 North 300 West, Suite 375

Provo, Utah 84604

(801) 705-8968

PROXY STATEMENT

Special Meeting of Stockholders

To be Held on November 12, 2012



INTRODUCTION


This Proxy Statement and the accompanying Form of Proxy (the “Proxy card”) are being sent to the stockholders of Java Express, Inc., a Nevada corporation (the “Company,“ “Java,” “we,” “our” or “us” or words of similar import) in connection with the solicitation of proxies on behalf of the Company’s Board of Directors for use at the Company’s special meeting of stockholders and any and all adjournments or continuations of the special meeting, to be held on Monday, November 12, 2012, starting at 10:00 a.m., Mountain Standard Time, at the offices of the Company, 4626 North 300 West, Suite 375, Provo, Utah, 84604 (the “Special Meeting”). These materials will first be mailed to stockholders on or about October 30, 2012.


This Proxy Statement relates to a proposal to amend the Company’s Articles of Incorporation to increase our authorized number of shares from 60,000,000 shares with a par value of one mill ($0.001) per share, comprised of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 510,000,000 shares divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share, with the preferred stock continuing to have such rights and preferences as the Board of Directors shall determine in accordance with the Articles of Incorporation of the Company and the Nevada General Corporation Law (the “Nevada Act”) (the Proposal”). The Proposal was unanimously adopted by written consent of our Board of Directors on October 16, 2012.


QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING


What is the purpose of the Special Meeting?


At the Special Meeting, our stockholders will act upon the Proposal as defined above.  We may also transact any other business that may properly come before the Special Meeting and any and all adjournments or postponements thereof, though we do not anticipate any other matters will be presented to the Special Meeting.


Who can attend the Special Meeting?


All stockholders of record at the close of business on October 16, 2012 (the “Record Date”), or their duly appointed proxies, may attend and vote at the Special Meeting.


What proposal will be voted on at the Special Meeting?


Stockholders will vote on the Proposal to amend the Company’s Articles of Incorporation to increase the authorized number of shares from 60,000,000 with a par value of one mill ($0.001) per share, comprised of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 510,000,000 shares divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share, with the preferred stock continuing to have such rights and preferences as the Board of Directors shall determine in accordance with the Articles of Incorporation of the Company and the Nevada Act.





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What are the Board’s recommendations?


Our Board recommends that you vote FOR the adoption of the Proposal.


Will there be any other business on the agenda?


The Board knows of no other matters that are likely to be brought before the Special Meeting. If any other matters properly come before the Special Meeting, however, the person named in the enclosed Proxy, or their duly appointed substitute acting at the Special Meeting, will be authorized to vote or otherwise act on those matters in accordance with his judgment.


Who is entitled to vote?


2. Only stockholders of record at the close of business on October 16, 2012, which we refer to as the Record Date,July 27, 2016 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting. AsAnnual Meeting and any adjournments or postponements thereof.

All stockholders are cordially invited to attend the Annual Meeting in person. However, to assure your representation at the Annual Meeting, you are urged to mark, sign, date and return the enclosed proxy card promptly in the postage-paid envelope enclosed for that purpose. Should you receive more than one proxy card because your shares are registered in different names and addresses, each proxy card should be signed and returned to assure that all your shares will be voted. Stockholders may have a choice of voting their shares over the Internet. If Internet voting is available to you, voting instructions are printed on the proxy card(s) sent to you.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on September 21, 2016: This notice of annual meeting of stockholders, the proxy statement, and our annual report on Form 10-K for 2016 are available at www.proxyvote.com.
Sincerely,
Randall F. Pearson
President, Chief Financial Officer and Director
Provo, Utah
July 29, 2016



TABLE OF CONTENTS
Page
ANNUAL MEETING OF STOCKHOLDERS
1
VOTING AND RELATED MATTERS
1
EXECUTIVE OFFICERS AND DIRECTORS
3
BOARD OF DIRECTORS
5
EXECUTIVE COMPENSATION
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
12
CERTAIN TRANSACTIONS
13
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
13
REPORT OF THE BOARD OF DIRECTORS
13
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
15
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF BDO USA LLP
16
OTHER BUSINESS
18
ANNUAL REPORT ON FORM 10-K
18
STOCKHOLDER PROPOSALS
18


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ANNUAL MEETING OF STOCKHOLDERS
We have sent you this Proxy Statement and the enclosed Proxy Card because our Board is soliciting your proxy to vote at our 2016 Annual Meeting of Stockholders to be held on Wednesday, September 21, 2016 (the “Annual Meeting”), at our offices at 4626 North 300 West, Provo, Utah 84604, at 3:00 p.m., Mountain Daylight Time, and at any adjournments or postponements thereof.  Directions to the Annual Meeting may be obtained by emailing randy@sundancestrategies.com.
·
This Proxy Statement summarizes information about the proposals to be considered at the Meeting and other information you may find useful in determining how to vote.
·The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews.  Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
We are mailing the Notice of Annual Meeting of Stockholders, this Proxy Statement and Proxy Card to the holders of the Company’s common stock of record as of July 27, 2016 (the “Record Date”) for the first time on or about July 29, 2016. On the Record Date, there were 11,280,14044,128,441 shares of our common stock outstanding.  Holders

In this mailing, we are also including our Form 10-K for the fiscal year ended March 31, 2016 (“Fiscal 2016”), which Form 10-K, together with the additional cover materials attached thereto, constitutes our 2016 Annual Report to Stockholders (“2016 Annual Report”). In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the 2016 Annual Report so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date.

Questions regarding the Annual Meeting, submission of a proxy, voting of shares or obtaining additional copies of the Proxy Statement or the enclosed proxy card should be directed to Randall F. Pearson at randy@sundancestrategies.com. If your broker, dealer, commercial bank, trust company or other nominee holds your shares, you should also call your broker, dealer, commercial bank, trust company or other nominee for additional information
VOTING AND RELATED MATTERS
Voting Procedures
As a stockholder of Sundance, you have a right to vote on certain business matters affecting us. The proposals that will be presented at the Annual Meeting and upon which you are being asked to vote are discussed below in the “Proposals” section. Each share of Sundance common stock you owned as of the Record Date are entitledentitles you to one vote on each proposal presented at the Annual Meeting.
Methods of Voting
You may vote over the Internet, by phone, by mail or in person at the Annual Meeting. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for each share held.


Whatwhich you will be responsible.

Voting over the Internet.  You can vote via the Internet.  The website address for Internet voting is provided on your proxy card. You will need to use the difference between holding shares ascontrol number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on  September 20, 2016. Internet voting is available 24 hours a stockholderday.  If you vote via the Internet, you do not need to return a proxy card.

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Voting by Mail.  If you received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of recordthe polls at the Annual Meeting.
Voting in Person at the Meeting. If you attend the Annual Meeting and asplan to vote in person, we will provide you with a beneficial owner?


Stockholder of Record.ballot at the Annual Meeting. If your shares are registered directly in your name, with our transfer agent, Action Stock Transfer Corp., you are considered with respectthe stockholder of record and you have the right to those shares,vote in person at the “stockholder of record.” We have sent the Proxy Statement and Proxy card directly to you.


Beneficial Owner.Annual Meeting. If your shares are held in a stock brokerage account or by a bankthe name of your broker or other nominee, you are considered the “beneficial owner”beneficial owner of shares held in street name. The Proxy Statement has been forwardedAs a beneficial owner, if you wish to vote at the Annual Meeting, you bywill need to bring to the Annual Meeting a legal proxy from your broker bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner,authorizing you have the right to direct your broker, bank or nominee how to vote those shares.

Revoking Your Proxy
You may revoke your proxy at any time before it is voted at the Annual Meeting. To do this, you must:
·enter a new vote over the Internet or by signing and returning a replacement proxy card;

·provide written notice of the revocation to Randall F. Pearson at our principal executive office, 4626 North 300 West, Suite No. 365, Provo, Utah 84604; or

·attend the Annual Meeting and vote in person.
Quorum and Voting Requirements
Stockholders of record at the close of business on the Record Date, are entitled to receive notice and vote at the meeting. On the Record Date, there were 44,128,441 issued and outstanding shares of our common stock. Each holder of common stock voting at the meeting, either in person or by usingproxy, may cast one vote per share of common stock held on the voting instruction form includedRecord Date on all matters to be voted on at the meeting. Stockholders may not cumulate votes in the mailing.


How do I vote my shares?


All stockholders who receive proxy materials will receive instructions for voting.  Also, see the Proxy card for additional instructions, assuming you do not plan on attending the Special Meeting.


What constitutes a quorum?


A quorum is theelection of directors.

The presence, in person or by proxy, of the holders of a majority of ourthe outstanding shares of outstanding common stock entitled to vote. Undervote constitutes a quorum for the Nevada Act, an abstainingtransaction of business at the meeting. Assuming that a quorum is present:
(1)a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors will be required to elect Board nominees;

(2)the ratification of the appointment of BDO USA, LLP as our independent registered accounting firm for the year ending March 31, 2017 will be approved if a majority of the shares of common stock outstanding as of the Record Date that are present and represented and entitled to vote at the Annual Meeting vote in favor of the proposal.
Votes cast by proxy or in person at the meeting will be tabulated by the election inspectors appointed for the meeting and a broker “non-vote” is not counted as present and are, therefore, not included for purposes of determiningwho will determine whether a quorum ofis present. The election inspectors will treat abstentions and broker non-votes (i.e., shares is presentheld by a broker or nominee that are represented at the Special Meeting.


WhatAnnual Meeting, but with respect to which such broker or nominee is a broker “non-vote” and what is its effect on voting?


A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not instructed to vote on a particular proposal because the nomineeand does not have the discretionary voting authority with respect topower) as shares that item and has not received instructions from the beneficial owner. Generally, shares held by brokers who do not have discretionary authority to vote on a particular matter and have not received voting instructions from their customers are not counted or deemed to be present or represented for purposes of determining whether stockholders have approved that matter. More specifically, broker “non-votes” are not included in the tabulation of the voting results



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on issues requiring approvalpresence of a majorityquorum. With regard to Proposals No. 1 and 2, broker non-votes and votes marked “withheld” will not be counted towards the tabulations of votes cast on such proposal presented to the shares present or represented by Proxy and entitled to vote at the Special Meeting and, therefore, dostockholders, will not have anthe effect onof negative votes and will not affect the outcome of the voting on the Proposal.


What is required to approve the Proposal?


In order to approve the Proposal, the affirmative voteelection of the holdersdirectors or independent registered accounting firm.


If your shares are held by a bank or broker in street name, it is important that you cast your vote if you want it to count in the election of at leastdirectors and independent registered accounting firm.

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Voting of Proxies
When a majority ofproxy is properly executed and returned, the outstanding common stock of the Company (50.1% of the 11,280,140 shares outstanding or at least 5,640,071 shares) present in person or by Proxyit represents will be voted at the Special Meeting and entitled to vote,meeting as directed. If no specification is required.  Forindicated, the purpose of determining whether the stockholders have approved the Proposal, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote.  If stockholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may not have authority to vote the shares.


How will shares of common stock represented by properly executed proxies be voted?


All shares of common stock represented by properly executed proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendation to vote for the approvalBoard of the Proposal.  In addition, if any other matters properly come before the Special Meeting, the person named in the enclosed Proxy, or his duly appointed substitute actingDirectors’ recommendations, as follow:

(1)“for” the election of each Board nominee set forth in this proxy statement unless the authority to vote for such directors is withheld;

(2)“for” the ratification of the Board of Directors’ appointment of BDO USA, LLP as our independent registered accounting firm for the year ending March 31, 2017; and
(3)at the discretion of your proxy holder, on any other matter that may be properly brought before the meeting.
Voting Results
Voting results will be announced at the SpecialAnnual Meeting and published in a Current Report on Form 8-K that will be authorized to vote or otherwise act on those matters in accordance with their judgment.


Can I change my vote or revoke my Proxy?


Any stockholder executing a Proxy has the power to revoke such Proxy at any time prior to its exercise. You may revoke your Proxy prior to exercise by:

filing with us a written notice of revocation of your Proxy;

submitting a properly signed Proxy card bearing a later date; and

voting in person at the Special Meeting.


What does it mean if I receive more than one Proxy card?


If your shares are registered under different names or are in more than one account, you will receive more than one Proxy card. To ensure that all of your shares are voted, please sign and return all Proxy cards. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Action Stock Transfer Corp at 7069 South Highland Drive, Suite 300, Salt Lake City, Utah 84121.


Who paid for this proxy solicitation?


This proxy solicitation is made by the Company.  The cost of preparing, printing, assembling and mailing this Proxy Statement and other material furnished to stockholders in connection with the solicitation of proxies will be borne by us.


How are proxies solicited?


In addition to the mail solicitation of proxies, our officers, directors, employees and agents may solicit proxies by written communication, telephone or personal call. These persons will receive no special compensation for any solicitation activities. We will reimburse banks, brokers and other persons holding common stock for their expenses in forwarding proxy solicitation materials to beneficial owners of our common stock.



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Am I entitled to dissenter’s rights?


There are no dissenters’ rights applicable with respect to the amendment to our Articles of Incorporation that will result if the Proposal is approved.


What are the interests of the Company’s directors and officers in the Proposal to be acted upon?


Except as indicated below, none of our directors or executive officers, or any of their associates, has any substantial interest, direct or indirect, by security holdings or otherwise, in the Proposal to be acted upon that is not shared by all other stockholders.


Whom may I contact for further assistance?


If you have any questions about giving your Proxy or require any assistance, please contact Jonathan Craig Moffitt, our Chief Executive Officer:

By mail, to:

Jonathan Craig Moffitt, Chief Executive Officer

Java Express, Inc.

4626 North 300 West, Suite 375

Provo, Utah 84604

By telephone, at (801) 691-5955

By facsimile, at (801) 426-4578


As disclosed in its periodic reports on filefiled with the Securities and Exchange Commission (the “SEC”)within four business days after the Annual Meeting. 

Proxy Solicitation
We will bear the cost of this solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred in forwarding solicitation materials to such beneficial owners. Proxies also may be solicited by our directors, officers or employees, personally, by telephone, facsimile, Internet or other means, without additional compensation. Except as described above, we do not presently intend to solicit proxies other than by mail.
EXECUTIVE OFFICERS AND DIRECTORS
Our executive officers and directors and their ages as of March 31, 2016, are as follows:
NameAgePosition(s)
Kraig T. Higginson*
61Chairman of the Board of Directors
Randall F. Pearson*
62President, Chief Financial Officer and Director
Matthew G. Pearson49
Chief Operating Officer
Ty Mattingly*53
Director
*Nominee for election to Board
Executive Officers

Randall F. Pearson, 62, is our President and Chief Financial Officer and serves as a member of our Board of Directors. Mr. Pearson’s biographical information can be found under “Directors” below.
Matthew G. Pearson, 49, has served as our Chief Operating Officer since 2013. There are no family relationships between Mr. Pearson and any director or executive officer of the Company.  Mr. Pearson has 25 years of experience in corporate finance, real estate brokerage and development.  He was a cofounding partner with EHI, LLC,

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which was established in August of 2009.  EHI, LLC is a Life Settlement Securitization Company, which worked through an almost $1,000,000,000 securitization of a pool of life settlement policies.  During his tenure at the company, Mr. Pearson managed every aspect of the company’s business since inception, including transaction design and implementation, policy selection, ownership structure for the corporate entities to ensure appropriate tax treatment, to creation and consummation of agreements with 20 vendors required to structure and complete the bond offering tied to the securitization.   From July 2011 until he was hired as COO with the Company, ishe was also a “shell company” andpartner in Evolution Capital Partners, a company in the business of providing loans to small cap publicly-traded companies.

Directors
Kraig T. Higginson, 61, has incurred net operating losses forserved as the past several fiscal years, and management is seeking potential mergers or acquisitions that may have a positive effect on profitability.  Our management andChairman of our Board of Directors believesince January 2015. Prior to that increasing our authorized shares may increasetime, he served as Chief Executive Officer of VIA Motors, Inc. (“Via Motors”), a hybrid electric vehicle company (PHEV), from November 2010 to January 2014, where he was responsible for overseeing the likelihoodmanagement and business of such a transaction because it will provide the Company with available shares for various corporate purposes, including the sale of common stock,Via Motors and its employees.  From October 2003 until November 2010, he served as well as acquisitions, stock dividends and options.  Our Board of Directors believes that it may be necessary to seek additional debt and/or equity financing in the Company’s 2012 fiscal year, although we have not entered into any definitive discussions with any third parties in this regard.


VOTE REQUIRED FOR APPROVAL AND EFFECTIVE DATE


Vote Required for Approval


Nevada Law


Section 390 of the Nevada Act provides that every amendment to the Articles of Incorporation of a corporation like an increase in the authorized capital shall first be adopted by the resolutionChairman of the Board of Directors of Raser Technologies, Inc. (“Raser Technologies”), which was an NYSE listed company at that time.  Mr. Higginson resigned as a director of Raser Technologies on February 11, 2011.  Raser Technologies filed bankruptcy proceedings on April 29, 2011, and then be subjectwas subsequently delisted from NYSE.  Mr. Higginson also founded American Telemedia Network, Inc. (“American Telemedia”), a publicly-traded NASDAQ company that developed a nationwide satellite network broadcasting data, video programming and advertising to the approvalshopping centers and malls, and he served as President and Chief Executive Officer of persons owning a majority of the securities entitledAmerican Telemedia from 1984 through 1988.


Mr. Higginson brings to vote on any such amendment. Sections 315 and 320, respectively, provide that the Board of Directors by unanimous written consent,leadership experience and persons owningbusiness management expertise that includes serving as CEO of two public companies, one trading on the required majority of voting securities necessary to adopt any action that would otherwise be required to be submitted toNYSE and the other on NASDAQ.  Mr. Higginson also has experience serving on other boards and has been involved in many other business ventures.

Ty Mattingly, 53, has served as a meeting of shareholders, may adopt such action without a meeting by written consent.


Resolutions to effect these amendments were unanimously adopted by our Board of Directors on October 16, 2010.  Four non-management stockholders own in excess of a majority of the outstanding voting securities of the Company and could adopt the Proposal being presented without any other votes, though none has consented to or



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executed a Proxy card in favor of the Proposal being presented; however, Mark Burdge, who resigned from our Board of Directors and as an executive officer of the Company on October 16, 2012, is the Managing Member of Globe Energy Technologies, LLC (“Globe”), which owns 5,505,700 shares of our common stock or approximately 49.70% of our outstanding voting securities.  Mr. Burdge executed the unanimous written consentmember of our Board of Directors authorizing this increasesince 2013. Since 2004 Mr. Mattingly has been a successful and active private equity and angel investor.  He co-founded SBI-Razorfish in our authorized capital just prior1998, and led its growth to become a major independent interactive marketing firm in the country.  This was accomplished by acquiring many of the largest publicly and privately held interactive marketing firms in the world.  He sold the firm to Aquantive, which was later acquired by Microsoft.  Prior to co-founding SBI-Razorfish, Mr. Mattingly was the co-founder and Senior Vice President of Sales and Business Development for Novonyx, a joint venture between Novell and Netscape, which was later acquired by Novell.  Prior to his resignation,accomplishments at Novonyx, he worked at Novell and IBM in a variety of senior executive, management and marketing roles.  Mr. Mattingly graduated from the College of Engineering at Brigham Young University, where he was a member of the 1984 NCAA National Championship Football Team and an Academic All-American.


Mr. Mattingly provides the Board of Directors with expertise in corporate finance and marketing.  Having co-founded one of the largest interactive marketing firms, Mr. Mattingly’s experience with marketing and global finance is extremely essential to the complex business model operated by Sundance Strategies, Inc.

Randall F. Pearson, 62, has served as our President and Chief Financial Officer and as a member of our Board of Directors since 2013. Mr. Pearson was employed by JWD Management Corp., dba, Video II for 26 years, resigning in May, 2011.  He became the President of ANEW LIFE in February, 2013.  While working at JWD, he served in various positions, including National Sales Manager, Vice President of Operations, Vice President, President and CEO.  Video II has provided movie and DVD rental and other related services for grocery chains nationwide.  Mr. Pearson managed the video rental program in 900 different grocery store locations.  He has also fully managed the program that included videos and DVDs for sale, as well as other products in over 1,400 locations.  He oversaw a full service merchandising program with representatives that serviced the products Video II supplied to the grocery stores, supervising over 70 employees at Video II’s corporate offices and over 450 employees in 33 states.  Video II was one of the larger video “rackers” in the U.S.  During this same time frame, Mr. Pearson also owned and managed his own residential and commercial investment properties, and has focused on those activities since leaving JWD in 2011.  Mr. Pearson attended Brigham Young University from 1972 to 1977, studying Business Management, obtained a real estate broker’s license in 1977 and received a Series 7 Securities License in 1978.

4


Mr. Pearson brings to the Board of Directors experience in executive roles and a background of leading a nationwide organization through a sustained growth pattern and managing financial oversight.  His experience in product development, strategic growth and financial oversight add much needed experience to our management team.

Significant Employees

Lisa L. Fuller, Esq., 49, has served as our general legal counsel since 2013.  She is licensed in California, Texas and Oklahoma, with 12 years of law firm experience and seven years of in house counsel experience, in the areas of tax, contracts, corporations and partnerships, estate planning, insurance and exempt organizations.  From 2009 to the beginning of April 2013, she was general legal counsel for NorthStar Life Services, LLC, of Irvine, California, the Servicer of the current portfolio of policies underlying the Company’s NIBs, where she managed a four person legal department; Structured international and domestic companies and transactions, reviewed and negotiated contracts; Managed all company litigation; tax planning (U.S. and internationally, with a focus in Luxembourg, Germany and the Cayman Islands); and oversaw the purchase of a European financial institution and assisted with obtaining various approvals from regulators related to business plans and deposits.  She also served as general legal counsel for Pacifica Group, LLC, of Irvine, California, a predecessor of NorthStar, from 2006 until 2009, where, in addition to other services similar to those performed for NorthStar, she lobbied for the passage of regulations related to life settlements. She graduated from New York University, New York, NY, with an LL.M. Degree in Taxation, 1993; the University of Oklahoma, Norman, OK, receiving a J.D. Degree, 1992; and Trinity University, San Antonio, TX, receiving a B.A. Degree in Finance, 1988. Lisa is a member of the Bar Associations of Oklahoma and Texas.

Currently, our directors are elected on an annual basis. The term of each director’s service expires at our next annual meeting of stockholders and at such time as his or her successor is duly elected and qualified. We do not have employment agreements with our officers.
There are no family relationships between any of our director nominees or executive officers and any other of our director nominees or executive officers.
BOARD OF DIRECTORS
Overview
Our Bylaws provide that the size of our Board is to be determined by resolution of the Board. Our Board has fixed the exact number of directors at three. Our Board currently consists of three members.
The Board has nominated Mr. Kraig T. Higginson, Mr. Randall F. Pearson and Mr. Ty Mattingly for election at the Annual Meeting. The nominees have agreed to serve if elected, and management has no reason to believe that the nominees will be unavailable for service. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting or any adjournment or postponement thereof, the proxies will be voted for such other nominees as may be designated by the present Board.
We are subject to a number of technological, regulatory, product, legal and other types of risks. The Board is responsible for overseeing these risks, and we employ a number of procedures to help them carry out that duty. For example, Board members regularly consult with executive management about pending issues and expected challenges, and at each Board meeting directors receive updates from, and have an opportunity to interview and ask questions of, key personnel and management. Furthermore, because our Chief Executive Officer serves as a member of our Board, we believe that the Board has a direct channel and better access to insights into our performance, business and challenges.
Board Leadership Structure
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is presumed that Globe will vote in favorthe best interests of the Proposal.

Effective DateCompany to make that determination based upon the position and direction of the Proposal

Company and the membership of the Board.  The Board has determined at this time that the Company’s Chairman should not be its Chief Executive Officer.


Subject to approval

5

The Board believes that of the current directors or nominees, Messrs. Higginson and Mattingly would qualify as independent directors as that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market. Such independence definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company.  As Mr. Pearson is also employed by the Company, the Board has determined that Mr. Pearson is not currently independent.  Although the Company’s common stockholders instock is not listed on The NASDAQ Capital Market, the manner discussed above, the Proposal will be effective upon filing of Articles of AmendmentCompany has applied The NASDAQ Capital Market independence rules to our Articles of Incorporation with the Secretary of State of Nevada, which we intend to file as soon as possible after the conclusionmake its independence determinations.
Committees of the Special Meeting on November 12, 2012 (the “Effective Date”).


DISSENTERS’ RIGHTS OF APPRAISAL


ThereBoard of Directors

The Board has not established an Audit Committee, a Compensation Committee or a Nominating Committee.  Therefore, the Board has not adopted written charters for any of these committees.  Because we have only three directors and two executive officers, we believe that we are no dissenters’ rights applicable with respectable to effectively manage the Proposalissues normally considered by such committees.   The Board also does not have an audit committee financial expert.  We believe we are currently able to increasemanage our authorized sharesaudit and financial reporting obligations without an audit committee financial expert.  However, as we grow, we will consider adding an audit committee financial expert.
In evaluating a director candidate, our Board of common stock.


THE PROPOSAL AND REASONS FOR THE ADOPTION OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED SHARES


With the exceptionDirectors will review his or her qualifications including capability, availability to serve, conflicts of interest, general understanding of business, understanding of the following, our Articles of Incorporation remain substantially unchanged:


Increase in Authorized Shares


The Company is currently authorized to issue 60,000,000 shares having a par value of one mill ($0.001) per share, which are comprised of 50,000,000 shares of common stockCompany’s business and 10.000,000 shares of preferred stock. 11,280,140 shares of our common stock are issuedtechnology, educational and outstanding; no shares of preferred stock have been designated as a classprofessional background, personal accomplishment and none is issued or outstanding.  The Company’sother relevant factors. Our Board of Directors has unanimously adoptednot established any specific qualification standards for director nominees and we do not have a resolutionformal diversity policy relating to amend our Articlesthe identification and evaluation of Incorporationnominees for director, although from time to increase the number of authorized shares to 510,000,000 shares divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share, with the preferred stock continuing to have such rights and preferences astime the Board of Directors shall determine in accordance with our Articles of Incorporation and the Nevada Act.  There will be no change in any of the rights associated with the common stock. Themay identify certain skills or attributes as being particularly desirable to help meet specific needs that have arisen. Our Board of Directors believes that the proposed increasemay also interview prospective nominees in the number of authorized shares of common stock is in the best interest of the Company in that it will provide the Company with available shares that could be issued for various corporate purposes, including acquisitions, stock dividends, options, convertible debt and equity financings, asperson or by telephone. After completing this evaluation, the Board of Directors determineswill determine the nominees.

The Board has not adopted a formal process for considering director candidates who may be recommended by stockholders.  However, our policy is to give due consideration to any and all such candidates.  A stockholder may submit a recommendation for director candidates to us at our corporate offices, to the attention of Randall F. Pearson.  We do not pay fees to any third parties to assist us in its discretion.  There is presently no plan, agreement or understanding to issue anyidentifying potential nominees.
Number of Meetings
The Board held a total of two (2) meetings during 2016. Each incumbent director attended all of the present or increased authorized sharesBoard meetings. Although we do not have a formal policy regarding attendance by directors at our annual meeting, we encourage directors to attend.
Director Compensation
The following table provides information regarding compensation of non-employee directors who served during the fiscal year 2016.
Director Compensation for the Fiscal Year 2016
Name
Fees Earned
or��Paid in Cash
($)
Option
Awards
($)(3)
Total
($)
Kraig T. Higginson(1)
-
-
-
Ty Mattingly(2) - - -
(1)As of March 31, 2016, Mr. Higginson has no option awards outstanding and has not been granted options.
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(2)During March 31, 2013, Mr. Mattingly had 500,000 option awards granted
(3)The amounts in this column do not reflect compensation actually received by our non-employee directors nor do they reflect the actual value that will be recognized by the non-employee directors. Instead, the amounts reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 718 of awards of stock options made to non-employee directors for the fiscal year ended March 31, 2016 but excludes an estimate for forfeitures. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Additional information about the assumptions used in the calculation of these amounts is included in footnote 13 to our audited financial statements for the fiscal year ended March 31, 2016 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 14, 2016.

 Director Stock Option Awards

Name Date of Grant  Exercise Price  Term  Amount Vested 
Randall F. Pearson 4/5/2013  $0.77  Five Years   437,500 
Ty Mattingly 4/5/2013  $0.77  Five Years   437,500 
Kraig T. Higginson(1) N/A   N/A  N/A   N/A 
(1)As of March 31, 2016, Mr. Higginson has no option awards outstanding and has not been granted options.

At this time, the Company does not compensate its non-employee directors.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee.  Therefore, our entire Board makes all compensation decisions relating to our executive officers.  Mr. Randall F. Pearson, our chief financial officer, is a member of the Company; however, seeBoard.
Codes of Ethics and Business Conduct
We have adopted a corporate Code of Ethics and Business Conduct, which was included with our Form 8-K filed with the heading “Changes in Control”Securities and Exchange Commission on April 5, 2013, which is incorporated herein by reference, and which is available on our website at www.sundancestrategies.com. The Code of Ethics and Business Conduct applies to all our officers, directors and employees, including our principal executive officer, principal financial and accounting officer and controller, or persons performing similar functions. If we effect an amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct, we intend to satisfy our disclosure requirements by posting a description of such amendment or waiver on our website at www.sundancestrategies.com.
Stockholder Communications with Directors
Stockholders wishing to communicate with the Board or with a particular member or committee of the caption “VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF,” below, for additional informationBoard should address communications to the Board, or to an individual member or committee as follows: c/o Sundance Strategies, Inc., Attention: Randall F. Pearson, Sundance Strategies, Inc., 4626 North 300 West, Suite No. 365, Provo, Utah 84604. All communications will be relayed to the addressee. From time to time, the Board may change the process through which stockholders communicate with the Board or its members or committees. There were no changes in this respect.


process during the fiscal year ended March 31, 2016. Please refer to our website at www.sundancestrategies.com for any future changes in this process. The issuanceBoard or the particular director or committee of the Board to which a communication is addressed will, if it deems appropriate, promptly refer the matter either to management or to the full Board depending on the nature of the communication. The inclusion of our web site address in this proxy statement does not include or incorporate by reference the information on our web site into this proxy statement.


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EXECUTIVE COMPENSATION
Executive Compensation Discussion and Analysis

The following discussion and analysis provides information regarding our executive compensation objectives and principles, procedures, practices and decisions, and is provided to help give perspective to the numbers and narratives that follow in the tables in this section.  This discussion will focus on our objectives, principles, practices and decisions with regards to the compensation of Randall Pearson and Matthew Pearson, our named executive officers (“Named Executive Officers”) for Fiscal Year 2016.

Executive Compensation Objectives and Principles

The overall objective of our executive compensation program is to help create long-term value for our stockholders by attracting and retaining talented executives, rewarding superior operating and financial performance, and aligning the long-term interests of our executives with those of our stockholders.  Accordingly, our executive compensation program incorporates the following principles:

·Compensation should be based upon individual job responsibility, demonstrated leadership ability, management experience, individual performance, and Company performance.

·Compensation should reflect the fair market value of the services received.  We believe that a fair and competitive pay package is essential to attract and retain talented executives in key positions.

·Compensation should reward executives for long-term strategic management and enhancement of stockholder value.

·Compensation should reward performance and promote a performance oriented environment.

Executive Compensation Procedures

We believe that compensation paid to our executive officers should be closely aligned with our performance and the performance of each individual executive officer on both a short-term and a long-term basis, should be based upon the value each executive officer provides to us, and should be designed to assist us in attracting and retaining the best possible executive talent, which we believe is critical to our long-term success.  To attain our executive compensation objectives and implement the underlying compensation principles, we follow the procedures described below.

Role of the Board. The Board has responsibility for establishing and monitoring our executive compensation programs and for making decisions regarding the compensation of our Named Executive Officers. The Board sets the compensation package of the Named Executive Officers.  Our President, Mr. Randall Pearson, suggests items to be considered by the Company of any additional shares of common stock would dilute bothBoard from time to time, including the equity interestscompensation package for the other Named Executive Officer; and participates in meetings in which the earnings per share (if any ever occur) of existing holderscompensation package of the common stock.  Such dilutionother Named Executive Officer is discussed.

The Board relies on its judgment in making compensation decisions after reviewing our performance and evaluating our executives’ leadership abilities and responsibilities with our Company and their current compensation arrangements.  The Board’s assessment process is designed to be flexible so as to better respond to the evolving business environment and individual circumstances.

Role of Compensation Consultant.  We have not engaged a compensation consultant.

Elements of Compensation

Our executive compensation objectives and principles are implemented through the use of the following elements of compensation, each discussed more fully below:


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·Base Salary

·Annual Incentive Bonuses

·Stock-Based Compensation

·Other Benefits


Base Salary.  The Board approved the salaries of all our executive officers for Fiscal Year 2016.  Base salaries are offered to ensure that our executive officers receive an ongoing level of compensation.  Salary decisions concerning these officers were based upon a variety of considerations consistent with the compensation philosophy stated above.  First, salaries were competitively set relative to both other companies in our industry and other comparable companies.  The Board considered each officer’s level of responsibility and individual performance, including an assessment of the person’s overall value to the Company.  In addition, internal equity among employees was factored into the decision.  Finally, the Board considered our financial performance and our ability to absorb any increases in salaries.

Annual Incentive Bonuses.  Annual incentive bonuses are designed to reward extraordinary performance by our executives.  For Fiscal Year 2016, the Board did not precisely define the parameters of a bonus program for the Named Executive Officers, and no bonuses were awarded to the Named Executive Officers.

Stock-Based Compensation.  Each Named Executive Officer is eligible to receive stock-based compensation.  Stock-based compensation is designed to more closely align the interests of management with those of our stockholders.   We do not have any securities authorized for issuance under an equity compensation plan, or any policies for allocating compensation between long-term and currently paid out compensation or between cash and non-cash compensation or among different forms of non-cash compensation.  No stock-based compensation was awarded to the Named Executive Officers in Fiscal Year 2016.

Other Benefits.  Our Named Executive Officers receive the same benefits that are available to all other full time employees, including the payment of health, dental, life and disability insurance premiums.

Deductibility of Executive Compensation

Internal Revenue Service (“IRS”) Code Section 162(m) limits the amount that we may deduct for compensation paid to our principal executive officer and to each of our three most highly compensated officers (other than our principal financial officer) to $1.0 million per person, unless certain exemption requirements are met.  Exemptions to this deductibility limit may be substantial, dependingmade for various forms of performance-based compensation.  In the past, annual salary and bonus compensation to our executive officers has not exceeded $1.0 million per person, so the compensation has been deductible.  In addition to salary and bonus compensation, upon the amountexercise of shares issued.  The newly authorized shares of common stock will have voting and other rights identical to thoseoptions that are not treated as incentive stock options, the excess of the currently authorizedcurrent market price over the option price, or option spread, is treated as compensation and outstanding sharesaccordingly, in any year, such exercise may cause an officer’s total compensation to exceed $1.0 million.  Under certain regulations, option spread compensation from options that meet certain requirements will not be subject to the $1.0 million cap on deductibility.  The Board cannot predict how the deductibility limit may impact our compensation program in future years.

The Board reviews and considers the deductibility of common stock.


The increase inexecutive compensation under Section 162(m) of the Company’s authorized sharesIRS Code.  In certain situations, the Board may approve compensation that will not meet the requirements of common stock may have the effect of preventing or delaying the acquisition by third parties of a controlling interest in the Company.  Our ability to issue a vastly increased number of voting securities may lead to an increase in the number of votes requiredIRS Code Section 162(m) in order to approve a changeensure competitive levels of total compensation for its executive officers.



BOARD REPORT

The Board has reviewed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and discussed the Compensation Discussion and Analysis with the Company’s management.  Based on such review and discussions with management, the Board concluded that the foregoing Compensation Discussion and Analysis be included in control ofthis Proxy Statement.
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BOARD OF DIRECTORS
Kraig T. Higginson
Randall F. Pearson
Ty Mattingly

10

Summary Compensation Table
The following information presents the Company and may make it substantially more difficult for third parties to gain control of the Company through a tender offer, proxy contest, merger or other transaction.  The ability to prevent a change in control may deprive our stockholders of any benefits that may result from such a change in control, including the



9




potential realization of a premium over the market price for our common stock that such a transaction may cause. Furthermore, the issuance of a large block of additional shares to parties who may be deemed “friendly”compensation paid to our Boardprincipal executive officers in Fiscal Year 2016 and 2015. We refer to these executive officers as the Named Executive Officers.


Name and
Principal Position
 
Year
Salary
($)
 
Bonus
($)
 
Stock Awards
($)
 
Option Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
All Other
Compensation
($)
  
Total
($)
 
                 
Randall F. Pearson2016 120,000             120,000 
 Chief Financial Officer2015 120,000              120,000 
                        
Matthew G. Pearson2016 210,000             210,000 
Chief Operating Officer2015 210,000  2,500           212,500 

Outstanding Equity Awards at Fiscal Year End
The following table presents for each named executive officer, information regarding outstanding stock options and stock awards held as of Directors may make it more difficult to remove incumbent directors from office, even if such removal would benefit our common stockholders.  Despite these potential anti-takeover effects, however, the Board of Directors believes that the financial flexibility afforded by an increase in our authorized common stock outweighs any potential disadvantages.  The Board of Directors has adopted the resolution with a view to such flexibility, and not with a view to its potential anti-takeover effects.  Our management and our Board of Directors have no present intention to use the increased number of authorized common stock for any anti-takeover purpose.

March 31, 2016.

  Option Awards  Stock Awards 
 Named Executive Officer 
Number of
securities
underlying
unexercised
options
exercisable(1)
  
 
Number of
securities
underlying
unexercised
options
unexercisable(2)
  
 
 
Option
exercise
price ($)
  
 
Option
expiration
date
  
Numbers
of shares
or units
of stock
that
have not
vested
  
Market
value of
shares or
units of
stock that
have not
vested ($)
 
Randall F. Pearson
  
437,500
   
62,500
   
0.77
   
04/05/2018
   
   
 
                   
   
 
Matthew G. Pearson
  
333,334
   
66,666
   
5.00
   
10/11/2018
   
   
 
                   
   
 
(1)The options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the shares of common stock on the date of exercise.
(2)The remainder of Mr. Randall Pearson’s unvested options will vest on 3/31/2017. Mr. Matthew Pearson’s unvested options will vest at a rate of 11,111 options per month, and will be fully vested by 9/11/2016.
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INTEREST

SECURITY OWNERSHIP OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON


No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the Proposal that is not shared by all stockholders.  There is no agreement or understanding, whether written or unwritten, between any executive officer of the Company with respect to any type of compensation, whether present, deferred, or contingent, that is based on or otherwise relates to an acquisition, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company.


VOTING SECURITIESBENEFICIAL OWNERS AND PRINCIPAL HOLDERS THEREOF


Voting Securities


The number of outstanding shares of our common stock at the close of business on October 16, 2012, the Record Date for determining our stockholders who would have been entitled to notice of and to vote on the amendment to our Articles of Incorporation, was 11,280,140 shares.


Security Ownership of Certain Beneficial Owners.


MANAGEMENT

The following tables set forthtable shows information regarding the shareholdings of our directors and executive officers and those persons who own more than five percentbeneficial ownership of our common stock as of June 30, 2016 by (a) each stockholder, or group of affiliated stockholders, that we know owns more than 5% of our outstanding common stock; (b) each of our named executive officers; (c) each of our directors; and (d) all of our current directors and executive officers as a group. The table is based upon information supplied by directors, executive officers and principal stockholders, and Schedules 13D and 13G filed with the Record DateSecurities and Exchange Commission.
Percentage ownership in the table below is based on 44,128,441 shares of common stock outstanding as of the date of this Proxy Statement:


FIVE PERCENT STOCKHOLDERS


Name and Address of

StockholderCommon Stock (1)Percentage


Globe Energy Technologies LLC(2)                    5,606,700                      49.70%

5055 N. Edgewood Dr.

Provo, Utah 84604


Mark Sansom                                                          1,010,000                        8.95%

4061 Power Circle

Salt Lake City, Utah 84124


Kelly Trimble                                                           1,912,400                      16.95%

4685 S. Highland Drive, #207

Salt Lake City, Utah 84117


David West                                                                 918,975                        8.15%

5005 Edgewood Dr. #110

Provo, Utah 84604


(1)  All shareJune 30, 2016. Beneficial ownership is direct.



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(2)  Mark Burdge, who resigned as a director and executive officerdetermined in accordance with the rules of the Company on October 16, 2012, isSecurities and Exchange Commission, and generally includes voting power and/or investment power with respect to the Managing Membersecurities held. Any securities not outstanding but which are subject to options or warrants exercisable within 60 days of Globe Energy Technologies LLC (“Globe”).


DIRECTORS AND EXECUTIVE OFFICERS


NameJune 30, 2016 are deemed outstanding and TitleCommon StockPercentage


Jonathan Craig Moffitt                                            -0-                          -0-

4626 North 300 West, Suite 375

Provo, Utah 84604

Director, CEO, President


Del Higginson                                                           -0-                          -0-

11148 No. Sunflower Drive

Highland, Utah 84003

Director, CFO, Secretary, Treasurer


beneficially owned for the purpose of computing the percentage of outstanding common stock beneficially owned by the stockholder holding such options or warrants, but are not deemed outstanding for the purpose of computing the percentage of common stock beneficially owned by any other stockholder.

Unless otherwise noted above,indicated, each of the Company believes that all persons named in the tables havestockholders listed below has sole voting and investment power with respect to the shares beneficially owned. The address for each director or named executive officer is c/o Sundance Strategies, Inc., Attention: Randall F. Pearson, 4626 North 300 West, Suite No. 365, Provo, Utah 84604.

Name and Address of Beneficial Owner Shares Beneficially Owned  
  Number  Percent  
Directors and Named Executive Officers
         
Kraig T. Higginson (1)
  
1,440,000
   
3.3
%
 
Ty Mattingly (2)
  
5,937,500
   
 13.3
%
 
Randall F. Pearson (3)
  
728,932
   
 1.6
%
 
Matthew G. Pearson (4)*
  
377,778
   
 0.8
%
 
All executive officers and directors as a group (4 persons)
  
8,484,210
   
18.7
%
 
5% Stockholders Not Listed Above
         
ZOE, LLC (5)
  
16,100,000
   
36.5
%
 
Primary Colors, LLC (6)
  
4,000,000
   
9.1
%
 
Radiant Life, LLC (5)
  
3,952,000
   
9.0
%
 
Smartrade Consulting, Inc. (7)
  
4,000,000
   
9.1
%
 
Glenn S. Dickman (8)
  
2,302,255
   
5.2
%
 
* Less than 1.0%.
(1)
Mr. Higginson’s ownership includes 750,000 shares owned by Eclipse Fund LLC; 320,000 shares owned by Radion Energy LLC; and 370,000 shares owned by Ecosystems Resources LLC.
(2)
Mr. Mattingly’s ownership includes 4,000,000 shares owned in the name of Primary Colors, LLC; 1,500,000 shares owned in the name of North Shore Foundation, LLP.  Mr. Mattingly is the beneficial owner of Primary Colors, LLC and North Shore Foundation, LLP.  It also includes 437,500 shares underlying vested stock options.
(3)Mr. Randy Pearson’s ownership includes 437,500 shares underlying stock options that have vested, or will vest within 60 days of June 30, 2016.
(4)Mr. Matthew Pearson’s ownership consists of 377,778 shares underlying stock options that vested, or will vest within 60 days of June 30, 2016.
(5)ZOE, LLC and Radiant Life, LLC are beneficially owned by Mitchell D. Burton, for an aggregate percentage of ownership of approximately 45%. The address of ZOE, LLC is 4626 N. 300 W., Provo, Utah 84604. The address of Radiant Life, LLC is 4626 N. 300 W., Provo, Utah 84604.
(6)Primary Colors, LLC is beneficially owned by Ty Mattingly, a director of the Company. The address of Primary Colors, LLC is 22 West 620 South, Orem, Utah 84058.
(7)Smartrade Consulting, Inc. is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong Kong. The address of Smartrade Consulting, Inc. is 22G Tower 4, The Metropolis, 8 Mau Yip Road, Tsung Kwan Q, N.T., Hong Kong
(8)Mr. Dickman’s ownership includes 421,875 shares underlying vested stock options.  Mr. Dickman’s address is 13559 Tuscalee Way, Draper, Utah 84020
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Person Transactions
Before engaging in a related person transaction, the transaction is presented to non-interested board members for approval.  In considering related person transactions, the non-interested board members are guided by their fiduciary duty to our stockholders. The Board of Directors does not have any written or oral policies or procedures regarding the review, approval and ratification of transactions with related person. Additionally, each of our directors and executive officers are required to annually complete a directors’ and officers’ questionnaire that elicits information about related person transactions.  Approval of a related person transaction is provided either verbally or in writing.

Related Person Transactions

Other than as described below, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest, except as stated below.

As of March 31, 2016, the Company had borrowed $3,820,178 from related persons under notes payable and lines-of-credit agreements that were entered into in February 2015 (the “February 2015 Agreements”) and July 2015 (the “July 2015 Agreements”), that allow for borrowings of up to $3,100,000 and $2,130,000, respectively, through the earlier of June 30, 2017, or when the Company completes a successful equity raise, at which time principal and interest is due in full. Each of the February 2015 Agreements and the July 2015 Agreements incur interest at 7.5 percent, allow for origination fees and are collateralized by Investment in NIBs. The Company borrowed $1,500,000 under the February 2015 Agreement during the year ended March 31, 2015, and borrowed $2,570,178 under the July 2015 Agreement during the year ended March 31, 2016. The Company also repaid $200,000 of principal owed under the July 2015 Agreement during the year ended March 31, 2016 and, as of June 30, 2016, the Company has $1,500,000 outstanding under the February 2015 Agreement and $2,375,178 outstanding under the July 2015 Agreement. The February 2015 Agreement is with Radiant Life, LLC, an entity partially owned by Mr. Higginson, the Chairman of the Board of Directors and a stockholder, and the July 2015 Agreement is with Mr. Higginson, the Chairman of the Board of Directors and a stockholder.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who beneficially own more than 10% of our Class A Common Stock ("Reporting Persons") to file reports with the Securities and Exchange Commission regarding their ownership of our Class A Common Stock and changes in that ownership. As a practical matter, the company assists its directors and executive officers by monitoring transactions and completing and filing Section 16(a) reports on their behalf. Based solely on a review of the reports filed for Fiscal Year 2016and on written representations from our directors and executive officers, we believe that all required reports under Section 16(a) were filed on a timely basis.
REPORT OF THE BOARD OF DIRECTORS

Because we do not have an audit committee, the Board is responsible for monitoring our financial auditing, accounting, and financial reporting processes and our system of internal controls. Our management has primary responsibility for our internal controls and reporting process. Our independent registered public accounting firm, Mantyla McReynolds, LLC (“Mantyla”), was responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB") and issuing an opinion thereon. The Board’s responsibility is to monitor these processes. In this context, the Board met and held discussions with management and Mantyla. Management represented to the Board Committee that the consolidated financial statements for the Fiscal Year 2016 were prepared in accordance with generally accepted accounting principles.

The Board hereby reports as follows:

·The Board has reviewed and discussed the audited consolidated financial statements and accompanying management's discussion and analysis of financial condition and results of operations with our management and Mantyla. This discussion included Mantyla's judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

·The Board also discussed with Mantyla the matters required to be discussed under generally accepted auditing standards and Auditing Standard No. 16, as amended (Communications with Audit Committees), as adopted by the PCAOB, and under applicable SEC and PCAOB requirements.

·Mantyla also provided to the Board the written disclosures and the letter required by applicable requirements of the PCAOB regarding Mantyla's communications with the Board concerning

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independence, and the Board has discussed with Mantyla the accounting firm's independence. The Board also considered whether non-audit services provided by Mantyla during the last fiscal year were compatible with maintaining the accounting firm's independence.

·Based on the review and discussions referred to above, we included the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended March 31, 2016, for filing with the Securities and Exchange Commission


THE BOARD OF DIRECTORS

Kraig T. Higginson
Randall F. Pearson
Ty Mattingly


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PROPOSALS
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
Overview
There are currently three members of our Board. Historically, the Board has consisted of only three members. The terms of all of our directors are scheduled to expire at the 2016 Annual Meeting of Stockholders, at which time all three of the incumbents will stand for re-election. 

Nominees
The Board has nominated the following individuals to serve on the Board of Directors.
NameAgePositions HeldDirector SinceOfficer Since
Kraig T. Higginson61Chairman of the Board of DirectorsJanuary 2015N/A
Randall F. Pearson62President, Chief Financial Officer and DirectorApril 2013March 2013
Ty Mattingly53DirectorMarch 2013N/A
Business background and biographical information on Kraig T. Higginson, Randall F. Pearson and Ty Mattingly is set forth above under “Executive Officers and Directors—Directors.”

Vote Required
A plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors will be required to elect Board nominees. The three nominees receiving the highest number of affirmative votes cast at the Annual Meeting will be elected as our directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.
Recommendation
The Board recommends that stockholders vote “FOR” the election of each of the above-listed nominees.
Unless marked otherwise, proxies received will be voted “FOR” the election of each of these director nominees.

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 PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF BDO USA, LLP
The Board of Directors has engaged the registered public accounting firm of BDO USA, LLP as our independent registered public accounting firm to audit our financial statements for the year ending March 31, 2017. Mantyla McReynolds, LLC audited our financial statements for the year ended March 31, 2016. Mantyla McReynolds, LLC merged with BDO USA, LLP on July 1, 2016.  As a result of this transaction, the Board opted to appoint BDO USA, LLP as the Company’s independent registered public accounting firm.  Stockholder ratification of such selection is not required by our Bylaws or other applicable legal requirement. However, our Board is submitting the selection of BDO USA, LLP to stockholders for ratification as a matter of good corporate practice. In the event that stockholders fail to ratify the selection, our Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our Board of Directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our Board of Directors believes that such a change would be in our and our stockholders’ best interests.

Mantyla McReynolds, LLC’s reports on the Company’s financial statements as of and for the fiscal years ended March 31, 2016 and 2015, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.  During the Company’s fiscal years ended March 31, 2016 and 2015, and through July 21, 2016, there were no disagreements between the Company and Mantyla on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Mantyla, would have caused Mantyla to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements.  During the Company’s past fiscal years ended March 31, 2016 and 2015 and the interim period through July 21, 2016, Mantyla did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.
During the Company’s two most recently completed fiscal years and through the date of engagement of BDO, neither the Company nor anyone on behalf of the Company consulted with BDO  regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Principal Accountant Fees and Services
The following table presents approximate fees for professional services rendered by Mantyla McReynolds, LLC for the audit of our annual financial statements for the fiscal years ending March 31, 2016 and March 31, 2015 and approximate fees billed for other services rendered by Mantyla McReynolds, LLC during those periods.:
  2016 2015
     
Audit Fees
 
$
122,379
 
$
107,206
Audit-Related Fees
  
-
  
 -
Tax Fees
  
1,050
  
7,675
All Other Fees
  
-
  
-
       
Total audit and tax fees
 
$
123,429
 
$
114,881
Audit fees consist of Mantyla McReynolds, LLC's fees for services related to their audits of our annual financial statements, their review of financial statements included in our quarterly reports on SEC Form 10-Q, their review of SEC filed registration statements, and fees for services that are normally incurred in connection with statutory and regulatory filings or engagements, such as the issuance of consents and comfort letters.
Audit-related fees consist of fees for assurance related services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not considered "audit fees."
Tax fees consist of fees rendered for services on tax compliance matters including tax return preparation, assistance with tax audits of previously filed tax returns, and tax consulting and advisory services.
All other fees consist of fees for professional services rendered by our independent registered public accounting firm for permissible non-audit services, if any. We did not incur any fees under this category in 2016 or 2015.


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Audit Committee Pre-Approval Policies and Procedures
Our Board has determined to pre-approve all audit and permissible non-audit services and so does not feel a pre-approval policy is necessary at this time.  Our Board pre-approved all audit and permissible non-audit services. These services may have included audit services, audit-related services, tax services and other services. Our Board approved these services on a case-by-case basis.
Attendance at Annual Meeting
Representatives from BDO USA, LLP are expected to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
Vote Sought
The proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm to audit our financial statements for the year ending March 31, 2017 will be approved if a majority of the shares of common stock beneficially owned by them.  For purposes hereof, a person is deemedoutstanding as of the Record Date that are present and represented and entitled to vote at the Annual Meeting vote in favor of the proposal.
Recommendation
The Board recommends that stockholders vote “FOR” the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm to audit our financial statements for the year ending March 31, 2017.
Unless marked otherwise, proxies received will be voted “FOR” Proposal No. 2.

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OTHER BUSINESS
We know of no other matters to be submitted to the beneficial ownerstockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, the persons named on the enclosed proxy card intend to vote the shares they represent as the Board may recommend.
ANNUAL REPORT ON FORM 10-K
This proxy statement is being furnished to you with a copy of securitiesour annual report on Form 10-K for the year ended March 31, 2016. We will provide, without charge, additional copies of our annual report on Form 10-K to each stockholder of record as of the Record Date that canrequests a copy in writing. Any exhibits listed in the annual report on Form 10-K report also will be acquiredfurnished upon request at the actual expense we incur in furnishing such exhibit. Any such requests should be directed to Randall F. Pearson at our executive offices set forth above.
STOCKHOLDER PROPOSALS
Stockholders may present proposals for action at a future meeting if they comply with SEC rules, state law and our Bylaws.
Pursuant to Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion in the proxy statement for our 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). These stockholder proposals, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), must be received by us not later than March 31, 2017, which is 120 calendar days prior to the anniversary date of the mailing of this proxy statement. Stockholders are also advised to review our Bylaws which contain additional advance notice requirements, including requirements with respect to advance notice of stockholder proposals (other than non-binding proposals presented under Rule 14a-8) and director nominations.
The proxies to be solicited by us through our Board for our 2017 Annual Meeting will confer discretionary authority on the proxy holders to vote on any stockholder proposal presented at that meeting, unless we receive notice of such person within 60stockholder’s proposal not later than June 14, 2017, which is 45 calendar days prior to the anniversary date of the mailing of this proxy statement.
Stockholder proposals must be in writing and should be addressed to c/o Sundance Strategies, Inc., Attention: Randall F. Pearson, 4626 North 300 West, Suite No. 365, Provo, Utah 84604. It is recommended that stockholders submitting proposals utilize certified mail, return receipt requested in order to provide proof of timely receipt. The Chairman of the Annual Meeting reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements, including conditions set forth in our Bylaws and conditions established by the SEC.
We have not been notified by any stockholder of his or her intent to present a stockholder proposal from the date hereof uponfloor at this year’s Annual Meeting. The enclosed proxy grants the exercise of warrants or options or the conversion of convertible securities.  Each beneficial owner’s percentage ownership is determined by assuming thatproxy holders discretionary authority to vote on any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.


Changes in Control.


There are no present contractual arrangements or pledges of our securities that may result in a change in control of our Company; however, we have been advised of a potential acquisition of assets or a merger, which, if completed, would result in a change in control and a new business direction for us.  No discussions with any member of our management have taken place to date, and no agreements have been executed. We expect to open a dialogue withmatter properly brought before this potential acquisition or merger candidate and to discuss potential terms of this transaction in the near future. Preliminary advice of this potential acquisition have placed the terms of any exchange of shares that would be required to be exchanged in any acquisition or merger with this entity within our present number of authorized shares of common stock; however, no assurance can be given that if this acquisition or merger is completed, that shares that may be authorized to be issued under the Proposal and resultant amendment to our Articles of Incorporation outlined in this Proxy Statement will not be utilized for this purpose and may be so utilized without consent of our stockholders.


YOUR VOTE IS IMPORTANT. WE URGE YOU TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED FORM OF PROXY, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, WILL AID US IN AVOIDING THE EXPENSE OF ADDITIONAL PROXY SOLICITATIONS. GIVING YOUR PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON AT THE MEETING OR YOUR RIGHT TO RESUBMIT LATER DATED PROXIES.



year’s Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS



October 30, 2012

     JONATHAN CRAIG MOFFITT, PRESIDENT

Randall F. Pearson
President,
Chief Financial Officer and Director
July 29, 2016
Provo, Utah


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JAVA EXPRESS,

SUNDANCE STRATEGIES, INC.

Annual Meeting of Stockholders
September 21, 2016 3:00 PM (MDT)
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Randall F. Pearson as proxy, with the power to appoint his substitute(s), and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of SUNDANCE STRATEGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 03:00 PM, MDT on 9/21/2016, at 4626 North 300 West, Suite 375

Provo, Utah 84604,


SPECIAL MEETING OF STOCKHOLDERS — TO BE HELD

NOVEMBER 12, 2012


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned, revoking all prior proxies, hereby appoints JONATHAN CRAIG MOFFITT, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein.  If no such direction is made, this proxy will be voted in accordance with full power of substitution, as proxy for the undersigned, to represent the undersigned and to vote all the shares of common stock of Java Express, Inc., a Nevada corporation (the “Company”), which the undersigned would be entitled to vote, as fully as the undersigned could vote and act if personally present, at the Special Meeting of Stockholders of the Company to be held on Monday, November 12, 2012, at 10:00 a.m., Mountain Standard Time, or at any adjournments or postponements thereof, by:


·

marking, signing and dating this form of Proxy promptly as possible and returning it via U.S. mail to:  Java Express, Inc., 4626 North 300 West, Suite 375, Attn:  Jonathan Craig Moffitt;

·

marking, signing and dating this form of Proxy as promptly as possible and returning it via facsimile to (801) 426-8968; or

·

marking, signing and dating this form of Proxy as promptly as possible and returning it via electronic mail to jmoffitt@moffittlaw-utah.com


You may vote in person at the Special Meeting, even if you use one of the three options listed above.


Should the undersigned be present and elect to vote at the Special Meeting or at any adjournments or postponements thereof, and after notification to Mr. Moffitt at the Special Meeting of the stockholder’s decision to terminate this Proxy, then the power of such attorneys or proxies shall be deemed terminated and of no further force and effect. This Proxy may also be revoked by filing a written notice of revocation with Mr. Moffitt or by duly executing a Proxy bearing a later date.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE PROPOSAL SET FORTH BELOW


Proposal:   To amend the Company’s Articles of Incorporation to increase our authorized shares from 60,000,000 shares with a par value of one mill ($0.001) per share, which are comprised of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 510,000,000 shares, divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share, with the preferred stock continuing to have such rights and preferences as the Board of Directors shall determineDirectors’ recommendations.

Continued and to be signed on reverse side



VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in accordance withhand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our Articles of Incorporationcompany in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Nevada Act.


FORo

AGAINSTo

ABSTAINo


The shares represented by this Proxy will be voted as directed byInternet.  To sign up for electronic delivery, please follow the stockholder, but if no instructions are specified, this Proxy will be voted forabove to vote using the Proposal. IfInternet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any other business is presented attouch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the Special Meeting, this Proxy will be voted by those namedday before the cut-off date or meeting date.  Have your proxy card in this Proxyhand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in their best judgment. At the present time, thepostage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:   x
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors knowsrecommends you vote FOR the following:
1.           Election of noDirectors
Nominees
ForAgainstAbstain
1.           Kraig T. Higginson
2.           Randall F. Pearson
3.           Ty Mattingly

The Board of Directors recommends you vote FOR the following proposal:
ForAgainstAbstain
2.    To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending March 31, 2017.



NOTE:  Such other business to be presented atas may properly come before the Special Meeting.



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The undersigned acknowledges receipt from the Company, prior to the execution of this Proxy, of the Notice of Annual Meeting and accompanying Proxy Statement relating to the Special Meeting.


meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon.  When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.  Joint owners should each sign personally.  All holders must sign.  If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:  The Notice & Proxy Statement and Annual Report on Form 10K are available at www.proxyvote.com




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