Life
Clips, Inc. and Subsidiary (F/K/A Blue Sky Media Corporation)
Statement
of Cash Flows
For
the Six Months Ended
(Unaudited)
|
|
December
31, 2016
|
|
|
December
31, 2015
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
$
|
3,537,865
|
|
|
$
|
(5,044,180
|
)
|
Common Stock Compensation
|
|
|
1,634,758
|
|
|
|
10,150
|
|
Accounts Receivable
|
|
|
(5,486
|
)
|
|
|
|
|
Inventory
|
|
|
(29,705
|
)
|
|
|
(42,500
|
)
|
Deposit
|
|
|
240,000
|
|
|
|
|
|
Other Current Assets
|
|
|
(8,128
|
)
|
|
|
2,712
|
|
Changes in derivative
liabilities
|
|
|
(13,157,878
|
)
|
|
|
4,703,452
|
|
Amortization of
Debt discount
|
|
|
1,131,979
|
|
|
|
130,488
|
|
Loss on Batterfly
acquisition
|
|
|
6,191,000
|
|
|
|
|
|
Adjustments to reconcile
Net Income to Net Cash provided by operations:
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
63,604
|
|
|
|
|
|
Accrued expense
and interest payable
|
|
|
(516,555
|
)
|
|
|
913
|
|
Payroll
tax liabilities
|
|
|
10,155
|
|
|
|
9,042
|
|
Net cash (used in)
operating activities
|
|
|
(908,391
|
)
|
|
|
(229,923
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Investment - Batterfly
Energy Ltd
|
|
|
(32,500
|
)
|
|
|
|
|
Developed
software
|
|
|
(14,625
|
)
|
|
|
(88,957
|
)
|
Net cash (used in) provided by investing
activities
|
|
|
(47,125
|
)
|
|
|
(88,957
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Repurchase of common
stock
|
|
|
|
|
|
|
(345,000
|
)
|
|
|
|
|
|
|
|
|
|
Proceed
from convertible notes payables
|
|
|
500,000
|
|
|
|
867,577
|
|
Net cash provided by financing activities
|
|
|
500,000
|
|
|
|
522,577
|
|
|
|
|
|
|
|
|
|
|
Net cash increased
in cash
|
|
|
(455,516
|
)
|
|
|
203,697
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning
of period
|
|
|
469,233
|
|
|
|
2,644
|
|
|
|
|
|
|
|
|
|
|
Cash at end
of period
|
|
$
|
13,717
|
|
|
$
|
206,341
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of cash flow
information:
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH TRANSACTIONS AFFECTING OPERATING,
INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of common shares issued as payment of debt
|
|
$
|
366,112
|
|
|
$
|
65,000
|
|
Value of common shares issued for acquisition
of Batterfly Energy LTD
|
|
$
|
5,091,000
|
|
|
$
|
5,091,000
|
|
Issuance of Common Stock for Acquisition
of Batterfly Energy LTD
|
|
$
|
5,091,000
|
|
|
$
|
-
|
|
Issuance of Common Stock for Convertible
Note Payable
|
|
$
|
1,925,369
|
|
|
$
|
-
|
|
Notes Payable
|
|
$
|
500,000
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these condensed, consolidated financial statements.
Life
Clips, Inc.
(f/k/a
Blue Sky Media Corp)
Footnotes
to Financial Statements December 31, 2016
NOTE
1. ORGANIZATION AND OPERATIONS
Business
and basis of presentation
– Life Clips, Inc. (the “Company”) was incorporated under the laws of Wyoming
on March 20, 2013 as Blue Sky Media Corporation. On November 3, 2015, the Company changed its name to Life Clips, Inc. to more
accurately reflect its business after a merger set forth below.
The
Company was in the business of developing, production and distributing motion pictures. The Company entered into a merger and
exchange agreement on October 2
nd
, 2015. Klear Kapture was in the business of developing state-of-the-art body/action
cameras.
On
October 2, 2015, the Company completed a stock merger and exchange agreement with Klear Kapture, Inc. (“Klear Kapture”).
Pursuant to the terms of the Share Exchange Agreement, the Company agreed to issue 380,037,120 shares of its unregistered common
stock to the shareholders of Klear Kapture in exchange for 10,000 shares of its common stock, representing 100% of its issued
and outstanding common stock. As part of the Share Exchange, the Company purchased 107,261,000 shares of our common stock from
its former executive officers and directors for a price of $345,000. Upon the effective date of the transaction, Klear Kapture
became a wholly owned subsidiary of Life Clips.
The
Company acquired Batterfly Energy in July 2016. Batterfly manufactures the Mobeego® brand emergency cell phone battery. The
Mobeego provides an extra 20-40% shot of power to a cell phone without having to be tethered or charged. The batteries have a
10-year shelf life. The Company realized the packaging that was inherited did not convey the message properly and is in the process
of re-packaging the product.
On
September 22, 2016 the Company entered into a partnership license agreement with HP. The agreement allows Life Clips to design,
manufacture and sell HP branded action cameras, 360 cameras, dash cameras and still cameras. The agreement also calls for accessory
sales and the building of an online cloud repository to store, edit and share user created videos and pictures.
The
Agreement called for the Company to no longer sell the Life Clips branded cameras or accessories to eliminate channel conflict
or confusion. Therefore, the Company will focus its efforts on creating best in class HP branded products and accessories.
In
January 2017, Robert Gruder, CEO and Robert Finnigan, President resigned from Life Clips. In January 2017, Victoria Rudman took
on the role of CFO. In February 2017 Huey Long joined as CEO and in March 2017 William Singer was named the Executive Vice President
of Sales.
Life
Clips is restructuring to become a global consumer electronics company focused on developing hardware and accessories for mobility
through the Mobeego brand and Digital Imaging Products through the Hewlett Packard (HP) brand. We are developing the design, sourcing,
logistics and sales operations to quickly increase our sales of our existing products and put us in a position to launch new product
in 2017.
The
company will continue to focus on the development of mobile power and imaging products. We are immediately increasing our sales
efforts on our unique products that are already available such as the Mobeego one-time charger for mobile devices. This device
allows you to use your smartphone, tablet or any mobile device up to 4 hours on a single emergency charge. Once your done you
simply dispose of the recyclable battery.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of estimates
– The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Cash
and cash equivalents
– For financial statement presentation purposes, the Company considers all short term investments
with a maturity date of three months or less to be cash equivalents.
Income
Tax
– The Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109, “Accounting
for Income Taxes.” under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC
740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment
occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will
not realize tax assets through future operations.
Basic
and Diluted Net Income (Loss) Per Share
– The Company computes net income (loss) per share in accordance with ASC 260
“Earnings Per Share” which codified SFAS No. 128. “Earnings per Share.” ASC 260 requires presentation
of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted average number of shares of common stock outstanding
during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments
such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted
EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Intangible
Asset
– The Company is developing software. The development cost through December 31, 2016 has totaled $14,625. The
software has an infinite useful life and will be tested annually for impairment.
Fair
Value of Financial Instruments
The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance
on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation
techniques, are assigned a hierarchical level.
The
following are the hierarchical levels of inputs to measure fair value:
|
●
|
Level
1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
|
|
|
|
|
●
|
Level
2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for
similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities;
or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
|
|
●
|
Level
3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine
fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets,
accounts payable & accrued expenses, certain notes payable and notes payable – related party, approximate their fair
values because of the short maturity of these instruments.
The
Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 8.
Embedded
Conversion Features
The
Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to
determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative
at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment
under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration
of any beneficial conversion feature.
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the
fair value reported as charges or credits to income.
For
option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative
instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Debt
Issue Costs and Debt Discount
The
Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These
costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life
of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Stock
based compensation
– ASC 718 “Compensation Stock Compensation” codified SFAS No. 123 prescribes accounting
and reporting standards for all stock based compensation plans payments award to employees, including employee stock options,
restricted stock, employee stock purchase plans and stock appreciation rights, which may be classified as either equity or liabilities.
The Company should determine if a present obligation to settle the share based payment transaction in cash or other assets exists.
A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks
commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies.
If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be
recognized as equity.
The
Company accounts for stock based compensation issued to nonemployees and consultants in accordance with the provisions of ASC
50550 “Equity Based Payments to Non-Employees” which codified SFAS 123 and the Emerging Issues Task Force consensus
in Issue No. 9618, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction
with Selling, Goods or Services”. Measurement of share based payment transactions with nonemployees shall be based on the
fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued.
The fair value of the share based payment transaction should be determined at the earlier of performance commitment date or performance
completion date.
Common
Stock
– On December 15, 2015, the Company filed Articles of Amendment to authorize 320,000,000 shares of common stock,
to change the par value to $0.001 and to execute a 11:1 forward stock split. All common stock and per share data for the period
presented in this Quarterly Report on Form 10-K have been adjusted to give effect to the forward stock split.
Preferred
Stock
– On December 15, 2015, the Company filed Articles of Amendment to authorize 20,000,000 shares of preferred stock,
par value $0.001.
Recognition
of Revenues
– The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition
in Financial Statements”. This statement established that revenue can be recognized when persuasive evidence of an arrangement
exists, the services have been delivered, all significant contractual obligations have been satisfied, the fee is fixed or determinable
and collection is reasonably assured.
Subsequent
Events
– The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the
disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are
issued.
Pursuant
to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued
when they are widely distributed to users, such as through filing them on EDGAR.
Recent
Pronouncements
–
The Company reviewed all recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material
impact on the Company’s present or future financial statements.
NOTE
3. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and
the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements,
the Company has minimal revenues, net accumulated losses since inception and a shareholders’ deficit of $(16,916,471). These
factors raise doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on management funding operating costs and the successful production and sales release of the Life Clips camera. The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE
4. RELATED PARTY TRANSACTIONS
At
December 31, 2016 and June 30, 2016, there were no related party transactions.
NOTE
5. INTANGIBLE ASSETS
The
Company is developing software. The development cost for the period ended December 31 2016 is $14,625. The software has an infinite
useful life and will be tested annually for impairment.
|
|
December
31, 2016
|
|
|
June
30, 2016
|
|
|
|
|
|
|
|
|
Software
|
|
$
|
14,625
|
|
|
$
|
646,980
|
|
Less: Impairment Charges
|
|
|
|
|
|
|
(646,980
|
)
|
Less: Accumulated
Amortization
|
|
|
—
|
|
|
|
—
|
|
Software - net
|
|
$
|
-14,625-
|
|
|
$
|
-0-
|
|
NOTE
6. NOTES PAYABLE
On
July 14, 2016 the Company issued a $30,000 promissory note to NUWA Group, LLC. The promissory note is a standard, non-convertible
note. The effective interest rate is 5.00% per annum, calculated yearly not in advance. The note is to be repaid in full on October
14, 2016. Note proceeds are to be used for operating expenses.
Pursuant
to the Stock Purchase Agreement by and among Batterfly Energy, LTD and the Company, on July 11, 2016 the Company issued a $500,000
Promissory Note and Stock Pledge Agreement to the former shareholders of Batterfly Energy, LTD. The promissory note is a standard,
non-convertible note. The effective interest rate is 1.00% with a default interest rate of 10.00%. The note is to be repaid in
two (2) payments, $250,000 on October 11, 2016 and the balance due on February 13, 2017.
At
December 31, 2016 and June 30, 2016 the Company had notes payable in the amount of $530,000 and $0, respectively.
NOTE
7. CONVERTIBLE DEBT AND WARRANTS
The
Company has recorded derivative liabilities associated with convertible debt instruments and warrants, as more fully discussed
at Note 8.
(A)
Convertible Debt
On
October 2, 2015, the Company completed an offering of its 3.85% Convertible Promissory Notes (the “3.85% Notes”) in
the aggregate principal amount of $617,578 and on December 7, 2015 the Company completed an offering of its 10% Convertible Promissory
Notes (the “10% Notes”) in the aggregate principal amount of $250,000 (the “10% Notes”, and together with
the 3.85% Notes, each a “Note” and collectively, the “Notes”), as applicable, with certain “accredited
investors” (the “Investors”), as defined under Regulation D, Rule 501 of the Securities Act. The entire principal
amount of the Notes remaining outstanding at December 31, 2016 was $417,588, such amount being exclusive of securities converted
into the Notes separate from the offering of the Notes. Pursuant to the offering of the Notes, the Company received $617,578 and
$250,000 in net proceeds on October 2, 2015 and December 7, 2015, respectively.
In
addition to the terms customarily included in such instruments, the Notes began accruing interest on the date that each Investor
submitted the principal balance of such Investor’s Note, with the interest thereon becoming due and payable on the two-year
anniversary of said date. Upon a default of the Notes, the interest rate will increase to 18%. The principal balance of each Note
and all unpaid interest will become due and payable twenty-four (24) months after the date of issuance. The Notes may be prepaid
with or without a penalty depending on the date of the prepayment. The principal and interest under the 3.85% Notes are converted
at $ $0.026. The principal and interest under the 10% Notes are convertible into shares of the Company’s common stock at
75% times the Volume Weighted Average Price for a 5 days period prior to the conversion date as quoted on the OTC market and pursuant
to the terms of a Security Purchase Agreement, dated as of October 2, 2015 and December 7, 2015, as applicable, by and between
the Company and each Investor.
In
connection with the Notes Offering, the Company entered into Registration Rights Agreements, each dated as of October 2, 2015
and December 7, 2015 and each by and between us and each of the Investors.
The
company entered into convertible notes with eleven third party accredited investors from December 2015 to December 2016. In addition
to the terms customarily included in such instruments, the Notes began accruing interest on the date that each Investor submitted
the principal balance of such Investor’s Note, with the interest thereon becoming due and payable on terms specified in
said date (see below). Interest rates range from 5% to 10% and are due at various dates from August 2016 to March 2018. These
notes are convertible at any time by the investor, prior to the note principal and interest being repaid at rates ranging from
$0.006 to $0.033 per share, subject to change due to a ratchet feature contained in most of the notes.
Issue
Date
|
|
Maturity
Date
|
|
Interest
rate
|
|
|
Interest
rate (default)
|
|
|
Principal
|
|
10/2/2015
|
|
10/2/2017
|
|
|
3.85
|
%
|
|
|
18
|
%
|
|
|
617,578.00
|
|
12/7/2015
|
|
11/30/2017
|
|
|
10.00
|
%
|
|
|
10
|
%
|
|
|
250,000.00
|
|
2/4/2016
|
|
8/4/2016
|
|
|
5.00
|
%
|
|
|
na
|
|
|
|
15,000.00
|
|
4/26/2016
|
|
3/30/2018
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
25,000.00
|
|
4/26/2016
|
|
3/30/2018
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
50,000.00
|
|
4/27/2016
|
|
3/30/2018
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
300,000.00
|
|
5/13/2016
|
|
5/13/2017
|
|
|
10.00
|
%
|
|
|
22
|
%
|
|
|
700,000.00
|
|
6/14/2016
|
|
5/30/2017
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
75,000.00
|
|
7/21/2016
|
|
3/30/2017
|
|
|
10.00
|
%
|
|
|
10
|
%
|
|
|
75,000.00
|
|
8/23/2016
|
|
2/23/2017
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
15,000.00
|
|
9/22/2016
|
|
4/22/2017
|
|
|
10.00
|
%
|
|
|
22
|
%
|
|
|
225,000.00
|
|
10/18/2016
|
|
7/18/2017
|
|
|
10.00
|
%
|
|
|
18
|
%
|
|
|
150,000.00
|
|
Total Convertible
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
2,497,578.00
|
|
(B)
Terms of Debt
The
debt carries interest between 3.85% and 10%, and is due in October 2017 through March 2018.
All
convertible debt in connection with the Notes Offering are convertible at $0.026 and $0.033/share (on December 31, 2016), however,
the Notes include a “ratchet feature”, which allows for a lower offering price based on market prices.
(C)
Future Commitments
At
December 31, 2016, the Company has outstanding convertible debt of $1,920,088 which is payable within the next fifteen months.
(D)
Warrants
The
Company issued six warrants dated from February to July 2016. Four of the warrants are related to consulting agreements and two
are related to convertible note holders. All warrants issued through December 31, 2016 were accounted for as derivative liabilities,
as the warrants were not held on reserve at and therefore tainted. See Note 8. Two warrants issued were exercised during the period
ended September, 2016. The details are:
Purpose of
|
|
Issue
|
|
|
Number
Shares
|
|
|
Warrant
|
|
|
Period Warrants
|
Warrant
Issuance
|
|
Date
|
|
|
Common
Stock
|
|
|
Exercise
Price
|
|
|
Exercisable
|
Consulting
Services
|
|
|
2/22/2016
|
|
|
|
2,600,000
|
|
|
$
|
0.001
|
|
|
2/22/2016
to 2/22/2019
|
Exercised
|
|
|
9/9/2016
|
|
|
|
(2,600,000
|
)
|
|
|
|
|
|
|
Website design and
Digital
|
|
|
3/10/2016
|
|
|
|
1,916,500
|
|
|
$
|
0.001
|
|
|
3/10/2016 to 3/10/2019
|
Locker app development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
9/20/2016
|
|
|
|
(1,916,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investor Incentive
|
|
|
4/27/2016
|
|
|
|
625,000
|
|
|
$
|
0.400
|
|
|
4/27/2016 to (not
defined)
|
Investor Incentive
|
|
|
5/13/2016
|
|
|
|
350,000
|
|
|
$
|
0.400
|
|
|
5/13/2016 to 5/13/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting Services
|
|
|
7/29/2016
|
|
|
|
525,000
|
|
|
$
|
0.001
|
|
|
7/29/2016 to 7/29/2021
|
Consulting
Services
|
|
|
7/29/2016
|
|
|
|
225,000
|
|
|
$
|
0.001
|
|
|
7/29/2016
to 7/29/2021
|
Total
|
|
|
|
|
|
|
1,725,000
|
|
|
|
|
|
|
|
NOTE
8. DERIVATIVE LIABILITIES
The
Company identified conversion features embedded within convertible debt and warrants issued in the period ended December 31, 2016.
The Company has determined that the features associated with the embedded conversion option, in the form a ratchet provision,
should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares
would be available to settle all potential future conversion and warrant transactions.
As
a result of the application of ASC No. 815, the fair value of the ratchet feature related to convertible debt and warrants is
summarized as follow:
|
|
December
31, 2016
|
|
|
June
30, 2016
|
|
Carried forward from the
prior period ended
|
|
$
|
20,143,189
|
|
|
$
|
|
|
Fair value at the commitment date -
convertible debt
|
|
$
|
613,957
|
|
|
$
|
6,142,583
|
|
Fair value at the commitment date -
warrants
|
|
|
359,163
|
|
|
|
1,541,236
|
|
Fair value mark to market adjustment
- convertible debt
|
|
|
(14,405,830
|
)
|
|
|
10,641,842
|
|
Fair value mark to market adjustment
- warrants
|
|
|
(2,062,007
|
)
|
|
|
1,817,529
|
|
Reclassified
to additional paid in capital
|
|
|
(1,344,284
|
)
|
|
|
|
|
Totals
|
|
$
|
3,304,188
|
|
|
$
|
20,143,189
|
|
The
fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following
management assumptions as December 31, 2016:
|
|
Commitment
Date
|
|
|
Re-measurement
Date
|
|
Expected dividends
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility
|
|
|
220
|
%
|
|
|
243
|
%
|
Expected term
|
|
|
0.5
to 5 years
|
|
|
|
0.00-4.58
years
|
|
Risk free interest rate
|
|
|
0.39%-1.14
|
%
|
|
|
0.62%-
1.93
|
%
|
NOTE
9. CONVERTIBLE DEBT - NET
The
Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining fair value
of the derivative liability, as it exceeded the gross proceeds of the note.
The
Company recorded debt discount of $315,598 as of December 31, 2016 and $2,076,912 for the year ended June 30, 2016.
Accumulated
amortization of debt discount amounted to $1,619,379 as of December 31, 2016 and $487,399 for the year ended June 30, 2016. The
Company recorded amortization expense of the debt issuance cost of $1,131,979 as of December 31, 2016 and $487,399 for the year
ended June 30, 2016.
|
|
December
31, 2016
|
|
|
June
30, 2016
|
|
Balance Prior Year
|
|
|
443,065
|
|
|
|
85,000
|
|
Proceeds
|
|
$
|
465,000
|
|
|
|
2,032,578
|
|
Repayments
|
|
|
(581,112
|
)
|
|
|
(85,000
|
)
|
Less: gross Debt Discount recorded
|
|
|
(318,598
|
)
|
|
|
(2,076,912
|
)
|
Add: Amortization of Debt Discount
|
|
|
1,131,979
|
|
|
|
487,399
|
|
Less Current
portion
|
|
|
(195,067
|
)
|
|
|
(108,953
|
)
|
Long-Term Convertible
Debt
|
|
$
|
945,267
|
|
|
|
334,112
|
|
NOTE
10. EQUITY
For
the six-month period ended December 31, 2016 36,466,902 shares of common stock were issued bringing the total shares issued and
outstanding to 89,799,478.
On
October 2, 2015 (the “Effective Date”) the Company entered into and closed on a merger and exchange agreement (the
“Share Exchange Agreement”) with Klear Kapture in an effort to expand its current line of business. Klear Kapture
has developed a body camera and an auditable software solution suitable for use by law enforcement that it intends to produce,
market and sell. Following the closing of the Share Exchange Agreement, we intend to continue Klear Kapture’s historical
business and proposed business and have entered into a services agreement with our former executive officers and directors to
operate our film marketing, distribution and production video and APP development businesses pursuant to the terms of a Services
Agreement dated October 2, 2015 (the “Services Agreement”). However, we no longer intend to operate the pre-transaction
business of the Company.
Pursuant
to a consulting agreement with a non-related third party, we issued 3,190,000 shares on October 2, 2015 for a price of approximately
$0.00318 per share (an aggregate of $10,150), which was recorded as consulting services.
On
December 15, 2015, the Company filed Articles of Amendment to authorize 320,000,000 shares of common stock, par value $0.001 per
share, to authorize 20,000,000 share of preferred stock, par value $0.001 per share, and to execute a 11:1 forward stock split.
All common stock and per share date for the period presented in this Annual Report on Form 10-K has been adjusted to give effect
to the forward stock split.
Pursuant
to the terms of the Share Exchange Agreement, as of the Effective Date, we agreed to issue 38,037,120 shares of our unregistered
common stock to the shareholders of Klear Kapture in exchange for 10,000 shares of its common stock, representing 100% of its
issued and outstanding common stock in the Share Exchange. As part of the Share Exchange, we purchased 107,261,000 shares of our
common stock from our former executive officers and directors for a price of approximately $ 0.00318 per share (an aggregate of
$345,000). Upon the Effective Date, Klear Kapture became a wholly owned subsidiary of our company and our pro-forma shares of
common stock outstanding giving effect to the repurchase of shares from our former executive officers and directors is 53,343,620.
Robert Gruder who was appointed as our Chief Executive Officer and a Director in connection with the Share Exchange received 30,296,563
shares of our common stock in exchange for 7,965 shares of Klear Kapture’s common stock he previously owned. Mr. Gruder’s
ownership of our common stock at the exchange date represented approximately 56.8% of our issued and outstanding shares of common
stock. At September 30, 2016 Mr. Gruder’s ownership of our common stock represents approximately 30.8% of our issued and
outstanding shares.
On
April 20, 2016, the company adopted the Life Clips, Inc. 2016 Stock and Incentive Plan under which the Company may issue nonqualified
stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards
of cash. A maximum of 20,000,000 shares of common stock may be issued under the plan, representing in excess of 35% of the number
of the Company’s currently outstanding shares. Awards under the plan will be made at the discretion of the Board of Directors,
although no awards have been made to date. Accordingly, the Company cannot currently determine the amount of awards that will
be made under the plan.
The
Company has issued six warrants dated from February to July 2016. Four of the warrants are related to consulting agreements and
two are related to convertible note holders. See Note 7 (D) for details:
On
August 31, 2016, the company issued 2,593,247 shares of its common stock to NUWA Group LLC in a cashless warrant exchange pursuant
to the terms of a business consulting agreement dated February 22, 2016. The share price at the effective date was $0.365 and
the warrant for 2,600,000 shares was exercisable at $0.001 per share for total increase in Common Stock of $2,593.25 and in Additional
Paid In Capital of $943,941.91.
On
September 9, 2016, the company issued 2,500,000 shares of its common stock to Long Side Ventures LLC in exchange for $65,000.00
of the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2,
2015. The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $65,000.00.
On
September 20, 2016, the company issued 1,910,511 shares of its common stock to Binary Ventures, Inc. in a cashless warrant exchange
pursuant to the terms of a business consulting agreement dated March 10, 2016. The share price at the effective date was $0.221
and the warrant for 1,916,500 shares was exercisable at $0.001 per share for total increase in Common Stock of $1,910.51 and in
Additional Paid In Capital of $420,312.42.
On
October 24, 2016, the company issued 1,807,229 shares of its common stock to Susannah Forest 2011 Revocable Trust in exchange
for $150,000.00 of the purchaser’s convertible note payable. The original issuance date of the $ 250,000.00 note payable
was December 7, 2015. The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s
common stock for a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds
reduced Convertible Notes Payable $150,000.00.
On
October 26, 2016, the company issued 3,534,706 shares of its common stock to Bezalel Partners, LLC in exchange for $60,090.00
of the purchaser’s convertible note payable. The original issuance date of the $ 164,359.76 note payable was October 2,
2015. The exercise price of the note was stated at $0.017. The proceeds reduced Convertible Notes Payable $60,090.00.
On
November 29, 2016, the company issued 268,102 shares of its common stock to R&T Sports Marketing, Inc. in exchange for $25,000.00
of the purchaser’s convertible note payable. The original issuance date of the $ 25,000.00 note payable was April 26, 2016.
The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for
a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds reduced Convertible
Notes Payable $25,000.00.
On
December 6, 2016, the company issued 157,895 shares of its common stock to Atlanta Capital Partners, LLC in exchange for $15,000.00
of the purchaser’s convertible note payable. The original issuance date of the $ 15,000.00 note payable was August 23, 2016.
The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for
a 5-day period prior to the conversion date. The proceeds reduced Convertible Notes Payable $15,000.00.
On
December 7, 2016, the company issued 2,900,000 shares of its common stock to Taconic Group, LLC in exchange for $75,400.00 of
the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2, 2015.
The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $75,400.00.
On
December 7, 2016, the company issued 3,731,343 shares of its common stock to Edgestone Associates, Inc. in exchange for $37,500.00
of the purchaser’s convertible note payable. The original issuance date of the $ 700,000.00 note payable was May 13, 2016.
The exercise price of the note was stated at 50% multiplied by the Market Price, defined as the lowest Trading Price for the Common
Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. The proceeds
reduced Convertible Notes Payable $37,500.00.
On
December 8, 2016, the company issued 1,346,221 shares of its common stock to Summit Trading Partners, LLC in exchange for $50,000.00
of the purchaser’s convertible note payable. The original issuance date of the $ 50,000.00 note payable was April 26, 2016.
The exercise price of the note was stated at 75% of the volume weighted average price of the Company’s common stock for
a 5-day period prior to the conversion date, subject to certain minimum and maximum conversion prices. The proceeds reduced Convertible
Notes Payable $50,000.00.
On
December 15, 2016, the company issued 4,017,648 shares of its common stock to Bezalel Partners, LLC in exchange for $68,300.00
of the purchaser’s convertible note payable. The original issuance date of the $ 164,359.76 note payable was October 2,
2015. The exercise price of the note was stated at $0.017. The proceeds reduced Convertible Notes Payable $68,300.00.
On
December 26, 2016, the company issued 1,200,000 shares of its common stock to Taconic Group, LLC in exchange for $31,200.00 of
the purchaser’s convertible note payable. The original issuance date of the $ 151,072.71 note payable was October 2, 2015.
The exercise price of the note was stated at $0.026 per common share. The proceeds reduced Convertible Notes Payable $31,200.00.
NOTE
11. SUBSEQUENT EVENTS
The
Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent
events. The company will evaluate subsequent events through the date of the issuance of the financial statements.
On
January 11, 2017, the Company received a default notice related to the Company’s Batterfly acquisition. On July 11, 2016
the Company entered into a Stock Purchase Agreement (the “Agreement”) with the sellers of Batterfly Energy, Ltd. Pursuant
to the agreement, and the related Promissory Note (the “Note”), the Company was to make an initial payment of $500,000
to the Batterfly sellers, with $250,000 being due on October 6, 2016 and $250,000 being due on February 13, 2017. The default
letter states that the Company failed to pay the initial $250,000 payment on October 6, 2016, which began to accrue interest of
11% from October 6, 2016. In addition, the default notice states that the Company owes $20,000 in aggregate to two of the Batterfly
shareholders related to consulting fees associated with the Batterfly acquisition. Finally, the default notice states that a payment
of $250,000, as well as an additional payment of $20,000 must be paid by January 23, 2017. The Company is currently deciding how
to proceed and respond to the default notice.
On
February 9, 2017 2,553,104 shares were issued in a conversion of a convertible note payable.
On
February 9, 2017 4,480,000 shares were issued in a conversion of a convertible note payable.
On
February 2, 2017, in connection with Huey Long’s engagement as the Chief Executive Officer of the Company, the Company granted
to Mr. Long a total of 15,500,000 shares of the Company’s unregistered common stock, par value $0.001 per share (the “Common
Stock”) via two stock grants, one for 15,000,000 shares of unregistered Common Stock and one for 500,000 shares of unregistered
Common Stock. 3,750,000 shares of Common Stock in the first grant will vest on August 2, 2017 and 3,750,000 shares of Common Stock
in the first grant will vest on February 2, 2018. The balance of 7,500,000 shares of Common Stock will thereafter vest pro rata
over the following 12 months. The 500,000 shares in the second grant will vest shall vest on the Company achieving positive cash
flow and meeting such other goals as determined by the Board.
On various dates in February 2017, the Company
entered into agreements with five third parties to issue up to a total of $450,000 of convertible promissory notes (the “Notes”).
$15,000 in principal amount of Notes were issued to memorialize funds that had previously been provided to the Company,
and the balance were, or are to be, issued for new funds being loaned to the Company. $135,000 of principal amount of Notes were
issued at the initial closings in February, and $100,000 of principal amount of Notes were expected to be issued on March 1, 2017,
but were not in fact issued and are currently expected to be issued shortly. The balance of the Notes are expected
to be issued on April 3, 2017 ($100,000), May 1, 2017 ($50,000) and June 1, 2017 ($50,000). The Notes were issued pursuant
to an exemption available under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation
D thereunder.
The Notes carry interest of 10% per year, and
are due and payable 1 year from the issuance date. The Company may prepay any amount outstanding under the Notes at a 50% premium,
subject to the acceptance of the prepayment by the applicable noteholder.
Noteholders
:
Edgestone
Associates, Inc.
Longside
Ventures, LLC
Summit
Trading, Inc.
Susannah
Forest
Taconic
Group, LLC
Each noteholder has the right to convert the
principal and accrued interest under the applicable Note into shares of common stock of the Company, at a conversion price equal
to 50% multiplied by the lowest trading price for the common stock on the OTC Marketplace (or whichever market on which
the common stock is trading) during the 20 trading-day period ending on the last complete trading day prior to the date of conversion.
The Notes also provide that if the Company enters into any subsequent issuances of notes, etc., in which any third party has a
conversion right at a lower price, or has a longer look-back period, then the conversion price and/or look-back period, as applicable,
under the Notes will be adjusted to match those terms. The conversion is subject to a limitation that the holder may not covert
the Note if doing so would result in such holder having beneficial ownership of more than 4.99% of the outstanding shares of common
stock, provided that this limitation is waivable by the holder.
The conversion price subject to equitable
adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or
the securities of any subsidiary of the Company, combinations, recapitalizations, reclassifications, extraordinary distributions
and similar events.
As long as the Company has any obligations
under the Notes, the Company may not, without the consent of each of the noteholders, (i) pay, declare or set apart for
such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other
than dividends on shares of Common Stock solely in the form of additional shares of common stock; (ii) directly or indirectly
or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant
to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors; or (iii)
redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any warrants, rights or options to purchase
or acquire any such shares.
It is an event of default under each Note
if, among other items, if (i) the Company fails to pay principal or interest as due and such breach continues for a period of
5 days (ii) the Company fails to reserve a sufficient amount of shares of common stock as required under the terms of the Note
and such breach continues for a period of 5 days), fails to issue shares of common stock to the noteholder as required
by the Note; (iii) the Company breaches any material covenant or other material term or condition contained in the Note and any
collateral documents and such breach continues for a period of 10 days after written notice thereof to the Company from the noteholder;
(iv) any representation or warranty of the Company is false or misleading in any material respect when made and the breach of
which has (or with the passage of time will have) a material adverse effect on the rights of the noteholder with respect to the
Note; (v) the Company or any subsidiary of the Company makes an assignment for the benefit of creditors, or applies for or consents
to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or
trustee is otherwise appointed; (vi) any money judgment, writ or similar process is entered or filed against the Company or any
subsidiary of the Company or any of its property or other assets for more than $25,000, and remains unvacated, unbonded or unstayed
for a period of 20 days unless otherwise consented to by the noteholder; (vii) bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors are instituted by or
against the Company or any subsidiary of the Company; (viii) the Company fails to maintain the listing or quotation of the common
stock on the OTC Markets, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT;
(ix) the Company fails to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and/or the Company ceases to be subject to the reporting requirements of the Exchange Act; (x) there occurs
any dissolution, liquidation, or winding up of Company or any substantial portion of its business; (xi) the Company ceases operations
or admits it is otherwise generally unable to pay its debts as such debts become due; (xii) the Company restates any financial
statements filed by the Company with the SEC for any date or period from two years prior to the issuance date of the Note if the
result of such restatement would constitutes a material adverse effect on the rights of the noteholder; (xiii) the Company effectuates
a reverse split of its common stock without 20 days’ prior written notice to the noteholder; (xiv) the Company replaces
its transfer agent, and the Company fails to provide prior to the effective date of such replacement, fully executed Irrevocable
Transfer Agent Instructions signed by the successor transfer agent; (xv) the Company breaches or defaults with respect to any
covenant or other term or condition contained in any of the other financial instrument issued by the Company to the applicable
noteholder (after the passage of all applicable notice and cure or grace periods), provided that a default under this provision
is at the option of the noteholder; or (xvi) the lowest trading price of the common stock on the OTC Markets or other applicable
principal trading market for the common stock is equal to or less than $0.0001.
Upon any event of default, the Company is required
to repay all amounts then due under the Note, at a 50% premium.
On
March 1, 2017, in connection with William Singer’s engagement as Executive Vice President of Sales and Marketing of the
Company, the Company granted to Mr. Singer a total of 6,000,000 shares of the Company’s unregistered common stock.
1,500,000 shares of the common stock will vest on March 1, 2018 and thereafter 250,000 shares of the common stock
will vest each month thereafter.