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SUND > SEC Filings for SUND > Form 8-K/A on 12-Sep-2013All Recent SEC Filings

Show all filings for SUNDANCE STRATEGIES, INC.

Form 8-K/A for SUNDANCE STRATEGIES, INC.


12-Sep-2013

Entry into a Material Definitive Agreement, Changes in Registrant's C


Item 1.01 Entry into Material Definitive Agreement.

DESCRIPTION OF THE MERGER

Introduction

Java Express, Inc. was organized under the laws of the State of Nevada on December 14, 2001, for the purpose of selling coffee and other related items to the general public from retail coffee shop locations. These endeavors ceased in 2006, and it had no material business operations from 2006, until its acquisition of ANEW LIFE, INC. that is discussed below under the heading "Merger."

Merger Transaction Documents

The summaries of the Merger Transaction Documents and the other agreements, documents and instruments related to the Transaction Documents or otherwise described herein and filed as Exhibits to this Current Report and which are incorporated herein by reference are believed to be complete in every material respect; however, such referenced Transaction Documents, agreements, documents and instruments that are summarized may be read in their entirety as filed "Exhibits" to our initial Current Report filed with the Securities and Exchange Commission (the "SEC") on April 5, 2013. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Merger Agreement or other instrument referenced; and in some instances, for clarity, certain Exhibits to the Merger Agreement or other instruments that are filed herewith as Exhibits are named and defined otherwise than in the Transaction Documents or in those instruments. See Item 9.01

Merger

On March 29, 2013, Sundance Strategies, Inc., a Nevada corporation ("Sundance Strategies"), its newly formed and wholly-owned subsidiary, Anew Acquisition Corp., a Utah corporation ("Merger Subsidiary"), and ANEW LIFE, INC., a Utah corporation ("ANEW LIFE"), executed and delivered an Agreement and Plan of Merger (the "Merger Agreement") and all required or necessary documentation to complete the merger (collectively, the "Transaction Documents"), whereby Merger Subsidiary merged with and into ANEW LIFE, and ANEW LIFE was the surviving company under the merger and became a wholly-owned subsidiary of Sundance Strategies on the closing of the merger (the "Merger"). Effective March 29, 2013, the respective Boards of Directors of Sundance Strategies and ANEW LIFE, along with Sundance Strategies, as the sole stockholder of Merger Subsidiary, and ANEW LIFE's


founding stockholders owning 33,275,000 shares of the outstanding voting securities of ANEW LIFE or approximately 89.8% of ANEW LIFE's outstanding shares, approved the Merger by written consent, and the Articles of Merger were filed with the Department of Commerce of the State of Utah on such date, which was the effective date of the Merger (the "Effective Date"). Under the Merger Agreement, the holders of the remaining 3,762,369 shares of ANEW LIFE were provided with notice of their respective rights to exercise dissenters' rights under the Utah Revised Business Corporation Act (respectively, "Dissenters' Rights" and the "Utah General Corporations Act") on or about April 8, 2013. All executed and delivered written consents adopting the Merger and waiving dissenters' rights. Accordingly, Sundance Strategies will issue 37,037,369 shares of its common stock in exchange for all of the outstanding shares of common stock of ANEW LIFE, on a one share for one share basis. ANEW LIFE had no other outstanding stock options, warrants, preferred stock or securities on the closing of the Merger. There will then be 40,797,441 outstanding shares of Sundance Strategies common stock. Current Sundance Strategies stockholders will own 3,760,072 of these shares or approximately 9.2% of the outstanding voting securities of Sundance Strategies; and ANEW LIFE stockholders will own . . .


Item 4.01 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

(a)(1) Previous independent registered public accounting firm:

Madsen & Associates CPAs, Inc.:

(i) On October 15, 2012, we formally informed Madsen & Associates CPAs, Inc. ("Madsen & Associates") of their dismissal as our independent registered public accounting firm.

(ii) The reports of Madsen & Associates on our financial statements as of and for the fiscal years ended March 31, 2012, and 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.

(iii) Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

(iv) During the fiscal years ended March 31, 2012, and 2011, and through October 15, 2012, there were no disagreements with Madsen & Associates 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 Madsen & Associates, would have caused them to make reference to them in connection with their reports on our financial statements for such years.

(v) We requested that Madsen & Associates furnish us with a letter addressed to the SEC stating whether or not they agreed with the foregoing statements.


(a)(2) New (now former [see below]) independent registered public accounting firm:

Sadler, Gibb & Associates, L.L.C.

(1) On October 15, 2012, we engaged Sadler, Gibb & Associates, L.L.C. ("Sadler Gibb") as our new independent registered public accounting firm. During the fiscal years ended March 31, 2012, and 2011, and through October 15, 2012, we had not consulted with Sadler Gibb regarding any of the following:

(i) The application of accounting principles to a specific transaction, either completed or proposed;

(ii) The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Sadler Gibb concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or

(iii) Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

See our 8-K Current Report dated October 15, 2012, and filed with the SEC on October 17, 2012, which is incorporated herein by reference, for additional information regarding this change in our independent registered public accounting firm, and for a copy of the letter of Madsen & Associates addressed to the SEC regarding their dismissal and agreement with the information contained in such 8-K Current Report, which is also referenced above.

(a)(1) Previous independent registered public accounting firm:

Dismissal of Sadler Gibb:

(i) On March 29, 2013, we formally informed Sadler Gibb of their dismissal as our independent registered public accounting firm.

(ii) The review of Sadler Gibb of our financial statements as of and for the fiscal quarters ended September 30, 2012, and 2011, and December 31, 2012, and 2011, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

(iv) During the period commencing on the engagement of Sadler Gibb, or October 15, 2012, and through the date of their dismissal, March 29, 2013, there were no disagreements with Sadler Gibb 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 Sadler Gibb, would have caused them to make reference to them in connection with their review of our financial statements for such quarters or any subsequent report.

(v) We requested that Sadler Gibb furnish us with a letter addressed to the SEC stating whether or not they agreed with the foregoing statements, a copy of which is attached hereto as Exhibit 16.1 and incorporated herein by reference.
See Item 9.01

(a)(2) New independent registered public accounting firm:


Mantyla McReynolds, LLC: . . .


Item 5.01 Changes in Control of the Registrant

DOCUMENTS INCORPORATED HEREIN BY REFERENCE

See Item 9.01.

BUSINESS

Description of Our Business

We are in the business of purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts, often referred to as the "life settlements market." These interests are acquired in the secondary market, and we have no relationships with the insured or the insured's insurance company. It is our intent to acquire interests in life settlements in which the insured is 75 years or older. We established initial guidelines for purchasing such interests in early February, 2013, prior to our first acquisition of any such interests, which include d : (a) all interests relate to universal life insurance policies; (b) all policies have qualified for financing that will cover at least four years of premiums following the date we acquire our interest; (c) all policies have qualified for MPIC (defined below); and (d) based upon the life expectancy reports from at least two industry respected life expectancy companies, upon the death of the underlying insured, the projected proceeds, payable on the related life insurance policy, will exceed the cost and other amounts required to repay all creditors secured by such life insurance policy. Until such time as we have hired an in-house pricing and analytics team, we rely on a combination of (a) the servicing and policy approval processes of the financing entities and MPIC Provider (as defined below); (b) the services and diligence conducted by the policy service provider, which was NorthStar Life Services, LLC, of Irvine, California, in our initial purchase of life insurance based products (["Servicer"], as discussed in more detail below), on behalf of the financing entities, the MPIC Provider or Sundance; (c) the legal review by our general counsel , though this review was limited to non-insurance contractual issues related to the acquisition of our initial purchase of life insurance based products; (d) the due diligence of the parties from whom we acquire these interests; and (e) Europa Settlement Advisors, Ltd. ("Europa"), our structuring consultant, which is discussed below under the heading "Dependence on One or a Few Major Providers." Our objective is to acquire interests in life insurance policies and products that will produce returns in excess of the costs to purchase, finance, service and insure those policies to their maturity. While we intend to hold a variety of life insurance based products, during our first six to 12 months of operation, we will be primarily focused on purchasing net insurance benefits comprising the net beneficial ownership of such life insurance policies or "NIBs," as described below. It is our intention to hold these life insurance policies and products to maturity.
We are a development stage company and currently only own one insurance product, comprising 100% of the net beneficial ownership interest in a portfolio of life insurance policies, which is discussed below. When policy payments are received at maturity, the funds will be used to pay (1) outstanding Senior Loans associated with the policy; (2) repayments under the MPIC, if any; and (3) costs and expenses, before we receive any payment on our NIBs. The net insurance benefits will be paid to the policy owner, which will retain a small


percentage of the death benefits when a policy matures. The policy owner will pay such net insurance benefits to the Company, which, in accordance with the NIBs agreements, is paid to the policy owner from an escrow by a U.S. bank intermediary, leaving only a small fraction of such benefits with the policy owner, amounting to about 1% of the net proceeds. Upon a death, the insurance company is only involved with the registered owner/beneficiary of the policy. The U.S. bank is the intermediary for the registered owner/beneficiary of the policy under the NIBs agreements, and on the death of an insured, the insurance company pays the U.S. bank intermediary. Because we receive the majority of the net insurance benefits, we refer to the Company's NIBs as representing the net beneficial ownership of the life insurance policies (i.e. substantially all of the beneficial interest in the life insurance policies are paid to the Company after the repayment of outstanding obligations).

From our inception on January 31, 2013, and as of the period ended March 18, . . .



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See the heading "Changes in Control" of Item 1, and the caption "Directors and Executive Officers" of Item 5.01.



Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.


ANEW LIFE, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO AUDITED FINANCIAL STATEMENTS

FROM JANUARY 31, 2013 (INCEPTION) TO MARCH 18, 2013

Page(s)

Report of Independent Registered Public Accounting Firm

Balance Sheet as of March 18, 2013

Statement of Operations and Comprehensive Loss from

January 31, 2013 (Inception) to March 18, 2013

Statement of Changes in Stockholders' Equity from January

31, 2013 (Inception) to March 18, 2013

Statement of Cash Flows from January 31, 2013 (Inception)

to March 18, 2013

Notes to Financial Statements

57- 62


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the members of the Board of Directors and Shareholders

ANEW LIFE, INC.:

We have audited the accompanying balance sheet of ANEW LIFE, Inc. [a development stage company] as of March 18, 2013, and the related statements of operations, stockholders' equity, and cash flows for the period from inception [January 31, 2013] through March 18, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ANEW LIFE, INC. [a development stage company] as of March 18, 2013, and the results of its operations and cash flows for the period from inception [January 31, 2013] through March 18, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that ANEW LIFE, INC. will continue as a going concern. As discussed in Note 11 to the financial statements, the Company has accumulated losses from operations and has a working capital deficit as of March 18, 2013. Management's plans in regard to these matters are also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, Utah

April 4, 2013


                                ANEW LIFE, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                                                                 March 18,
                                                                    2013
                                    ASSETS

Current Assets
  Cash and Cash Equivalents                                  $          172,750

Total Current Assets                                                    172,750

Other Assets
  Investment in Net Insurance Benefits                                6,299,000

Total Other Assets                                                    6,299,000

Total Assets                                                 $        6,471,750

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Accrued Expenses                      $           20,518
  Related party payables                                                  3,441
  Notes Payable                                                       2,999,000

Total Current Liabilities                                             3,022,959


Total Liabilities                                                     3,022,959

Stockholders' Equity
  Common Stock, Authorized 50,000,000 Shares,
  Par Value $0.001; 37,037,369 Shares Issued and Outstanding             37,038
  Additional Paid In Capital                                          3,869,212
  Receivable for Common Stock Subscribed                              (433,275)
  Deficit Accumulated During Development Stage                         (24,184)

Total Stockholders' Equity                                            3,448,791

Total Liabilities and Stockholders' Equity                   $        6,471,750

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


                               ANEW LIFE, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF OPERATIONS
                                                           From Inception
                                                       [January 31, 2013] to
                                                             March 18,
                                                                2013

INCOME                                                   $                  -

OPERATING EXPENSES
General and Administrative Expenses                                     3,666
Professional Fees                                                      18,217

Total Operating Expenses                                               21,883

Loss from Operations                                                 (21,883)

Other Expense
Interest Expense                                                      (2,301)

Total Other Expense                                                   (2,301)

Loss Before Income Taxes                                             (24,184)
Income Tax Provision (Benefit)                                              -

NET LOSS                                                 $           (24,184)

Basic and Diluted Loss Per Share of Common Stock         $             (0.01)

Weighted Average Number of Shares Outstanding                      33,915,403

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


                                                          ANEW LIFE, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                 STATEMENT OF STOCKHOLDERS' EQUITY

                                                                                                    Deficit
                                                                                                  Accumulated
                                                                               Receivable for        During              Total
                                                         Additional
                            Common Stock                   Paid In              Common Stock       Development       Stockholders'
                      Shares          Amount               Capital               Subscribed          Stage              Equity
Balance, January
31, 2013                      -       $       -      $                  -   $                   $              -   $               -

Common Stock
issued to
founders             33,275,000            33,275                       -            (33,275)                  -                   -

Common Stock
issued for cash       3,373,793             3,374               3,469,601                   -                  -           3,472,975

Common Stock
issued for a
subscription
receivable              388,576               389                 399,611           (400,000)                  -                   -

Net loss for the
period ended
March 18, 2013                -                 -                       -                   -           (24,184)            (24,184)

Balance, March
18, 2013             37,037,369   $        37,038   $           3,869,212   $       (433,275)   $       (24,184)   $       3,448,791

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


                              ANEW LIFE, INC.
                       (A DEVELOPMENT STAGE COMPANY)
                          STATEMENT OF CASH FLOWS

                                                         From Inception to
                                                             March 18,
                                                                2013

OPERATING ACTIVITIES

   Net Loss                                              $         (24,184)
   Changes in Operating Assets and Liabilities:
       Accounts payable and accrued expenses                         23,959
       Investment in net insurance benefits                     (3,300,000)

          Net Cash Used in Operating Activities                 (3,300,225)

FINANCING ACTIVITIES

   Common Stock issued for cash                                   3,472,975

          Net Cash Provided by Financing Activities               3,472,975

NET DECREASE IN CASH                                                172,750
CASH AT BEGINNING OF PERIOD                                               -

CASH AT END OF PERIOD                                    $          172,750

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   NON CASH FINANCING ACTIVITIES:
       Cash paid for interest                            $                -
       Cash paid for income taxes                        $                -
       Common stock issued for subscription receivable   $          433,275
       Life insurance policies purchased with debt       $        2,999,000

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