UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-K/A

(Amendment
No.1)



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended March 31, 2020



or



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



For
the transition period from ________ to ________



For
the fiscal year ended March 31, 2020



Commission
file number: 000-50547



SUNDANCE
STRATEGIES, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                                                                 |  | 88-0515333                                                  
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)



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



(801)
717-3935

(Registrant’s
telephone number, including area code)



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

None



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



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



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
[  ] No [X]



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



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



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



| | Large
    accelerated filer [  ] | Accelerated
    filer [  ]       
| | -------------------------------- | ---------------------------------
| | Non-accelerated
    filer [X]    | Smaller
    reporting company [X]
| |                                  | Emerging
    Growth Company [X]  



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



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



As
of August 10, 2020 the registrant had 37,828,441 shares of common stock, par value $0.001, issued and outstanding. The aggregate
market value of common shares held by non-affiliates as of September 30, 2019 (the most recent second quarter) was $21,962,883.



Documents
incorporated by reference.



None.


















EXPLANATORY
NOTE



The
purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as filed with the
Securities and Exchange Commission on August 11, 2020, is to explain that due to the outbreak of, and local, state and
federal governmental responses to, the COVID-19 coronavirus pandemic, Sundance Strategies, Inc. (the “Company”) availed
itself of an extension (see Form 8-K filed on June 29, 2020) to file its Annual Report on Form 10-K for the year ended
March 31, 2020 (the “Annual Report”), originally due on June 29, 2020. Specifically, the Company is relying on an
order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (which extended and superseded
a prior order issued on March 4, 2020), pursuant to Section 36 of the Securities Exchange Act of 1934, as amended (Release No.
34-88465) (the “Order”), regarding exemptions granted to certain public companies. The Order allows a registrant up
to an additional 45 days after the original due date of certain reports required to be filed with the SEC if a registrant’s
ability to file such report timely is affected due to COVID-19.



The
Company has experienced disruptions due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout
the United States and the world. These disruptions include but are not limited to limited availability of key Company personnel
and professional advisors who are needed to prepare the Annual Report due in part to social quarantining. This has, in turn, delayed
the Company’s ability to complete its audit and prepare the Annual Report. As a result, the Company relied on the grace-period
provided by the SEC’s Order to extend the filing deadline within which the Company is required to file its Annual Report.





In
accordance with Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, the Company has also amended Part
IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s
principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment,
and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3,
4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment,
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.



Except
as described above, no other changes have been made to the Original Form 10-K. This Amendment does not reflect events occurring
after the date of the Original Form 10-K nor does it modify or update the disclosures contained in the Original Form 10-K that
may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and
our other filings made with the SEC subsequent to the filing of the Original Form 10-K.



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



Part IV of the
Original Form 10-K is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment:



(a)(3) The following exhibits are filed
with this Amendment:





|Exhibit
    Number |  | Description                                                              
|------------------ |  | -------------------------------------------------------------------------
|31.1               |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 
|31.2               |  | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*



*
Filed herewith











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed by the undersigned, thereunto duly authorized.



|                            | SUNDANCE
    STRATEGIES, INC.
|--------------------------- | -----------------------------
|                            |                              
|Date:
    September 1, 2020 | By:                          
|                            |                              
|                            |                              
|                            |