UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2021

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 000-55697

 

LIFE CLIPS, INC.

(Exact Name of Issuer as specified in its charter)

 

Wyoming   46-2378100
(State or other jurisdiction   (IRS Employer
of incorporation)   File Number)

 

18851 NE 29th Ave.

Suite 700 PMB# 348

   
Aventura, FL   33180
(Address of principal executive offices)   (zip code)

 

(800) 292-8991

(Registrant’s telephone number, including area code)

 

Securities to be Registered Pursuant to Section 12(b) of the Act: None

 

Securities to be Registered Pursuant to Section 12(g) of the Act:

 

Common Stock, $0.001 per share par value

 

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

 

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

 

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: ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes ☒ No ☐

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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. (Check one):

 

Large accelerated filer ☐   Accelerated filer ☐
     
Non-accelerated filer ☐ (Do not check if a smaller reporting company)   Smaller reporting company ☒
     
Emerging growth company ☐    

 

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

 

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

 

The market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $311,052.

 

As of October 12, 2021, registrant had outstanding 1,617,727,059 shares of common stock.

 

 

 

 
 

 

FORM 10-K

LIFE CLIPS, INC.

INDEX

 

PART I  
   
Item 1. Description of Business 4
   
Item 1A. Risk Factors 6
   
Item 1B. Unresolved Staff Comments 6
   
Item 2. Properties 6
   
Item 3. Legal Proceedings 7
   
Item 4. Mine Safety Disclosures 7
   
PART II  
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
   
Item 6. Selected Financial Data 8
   
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
   
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 14
   
Item 8. Consolidated Financial Statements and Supplementary Data 14
   
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15
   
Item 9A. Controls and Procedures 15
   
PART III  
   
Item 10. Directors, Executive Officers and Corporate Governance 16
   
Item 11. Executive Compensation 22
   
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23
   
Item 13. Certain Relationships and Related Transactions, and Director Independence 25
   
Item 14. Principal Accountant Fees and Services 25
   
PART IV  
   
Item 15. Exhibits and Consolidated Financial Statement Schedules 25
   
Signatures 26

 

- 2 -
 

 

Forward-Looking Statements

 

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

 

When used in this discussion, words such as “believes”, “anticipates”, “expects”, “intends” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

 

- 3 -
 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

General Information about Our Company

 

Life Clips, Inc. (“Life Clips”, “LCLP”, “we,” “us,” “our,” and the “Company”) was incorporated in Wyoming on March 20, 2013 as Blue Sky Media Corporation and its principal business was developing, financing, producing and distributing motion pictures and related entertainment products. Following the Company’s October 2, 2015 acquisition of Klear Kapture, Inc. (“Klear Kapture”), the Company continued Klear Kapture’s business of developing a body camera and an auditable software solution suitable for use by law enforcement. The Company changed its name to Life Clips, Inc. on November 3, 2015 in order to better reflect its business operations at the time.

 

On July 11, 2016, the Company completed its acquisition (the “Acquisition”) of all of the outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the brand name Mobeego for use with cellular phones and other mobile devices. Batterfly is now a wholly owned subsidiary of the Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, dated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly and all of the shareholders of Batterfly, as amended.

 

Recent Developments

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (“AI”) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector.

 

Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP.

 

Cognitive Apps provides an AI powered mental health analytics platform empowering businesses to measure, understand, and improve the mental well-being of their employees, patients or customers. The Cognitive Apps solution is driven to achieve the Three Pillars: improved diagnostic outcomes, better and more personalized care for individuals, and to decrease the overall costs and time for the care. An individual only needs to record their voice on a handset, iPad, or tablet. The Cognitive Apps assessment is designed to be administered as often as daily, in order to provide a more granular picture of changes in mental health over time. As a result, the Cognitive apps assessment can be routinely completed to monitor mental health and track variables that might be impacted by treatment.

 

Cognitive Apps delivers a comprehensive approach to well-being, supporting the whole person. Cognitive apps currently has partnerships with Ehave (OTC: EHVVF), Mycotopia (OTC: TWGL), Welmind EMR, Betterhelp, Belshare, and Movefit.

 

- 4 -
 

 

Licensing Agreements

 

On January 6, 2021, Cognitive Apps (Licensor) entered into its first License Agreement with Ehave, Inc. (OTCBB: EHVVF), an Ontario corporation. The Licensor is contracted to provide access to its software and systems for a fee of $100,000. Payment for the License of $25,000 is payable upon signing. The remaining subsequent payments for the first year of the License in the aggregate of $75,000 will be made in accordance with an agreed upon schedule. All payment will be in shares of Ehave, Inc. common stock. The shares shall be priced based upon the average closing price of the EHVVF common stock as quoted on its principal trading market for the 20 trading days immediately prior to the date upon which the payment is due.

 

Products

 

In April 2021, Cognitive Apps launched its Yuru 3-in-1 tool for understanding and managing your mental health. Yuru is an innovative application in the field of psychological assistance that has been developed by a team of licensed psychotherapists. Yuru is a personal mental health monitor that screens early signs of mental health conditions, such as stress and depression. In just 10 seconds, it makes use of vocal biomarkers to recognize your real current emotional state and mood, while tracking your mental health. Yuru also provides you with extensive knowledge about human development and the psychology of everyday life. Yuru involves tracking of your emotions and mood, analysis of your mental state, and treatment for improving your mental well-being.

 

Sales

 

The initial results on Apple’s App Store showed a weekly download conversion rate of 5.6% on more than 189,000 impressions and 19,900 product page views. App Units were 8,500 with average sales per paying user of $28.10. App Units are the number of first-time paid and free app purchases made on the App Store using iOS 8 and tvOS 9 or later. App updates and downloads from the same Apple ID onto other devices, and redownloads to the same device are not counted.

 

Competition, competitive position in the industry and methods of competition

 

The AI and mental health apps industry is highly competitive. The Company faces intense competition from very large, international corporations, as well as from local and national companies. In addition, the Company faces competition from well-known companies that have large market share.

 

The intensity of competition in the future is expected to increase and no assurance can be provided that the Company can sustain its market position or expand its business.

 

Many of the Company’s current and potential competitors are well established and have longer operating histories, significantly greater financial and operational resources, and name recognition, which the Company does not have.

 

Status of any publicly announced new product or service

 

The Aiki mobile app product was launched on the Apple App Store the 1st week of August 2021. The new AI-based intuitive mental health ChatBot was announced in a press release on August 12th. It was also available to Android users as of September. Aiki is an interactive assistant that makes it easy to measure, understand, and improve the mental health of employees. The product aims to capitalize on the trend towards artificial intelligence platforms utilized by employers to raise awareness of employees’ mental health.

 

Aiki uses proprietary voice tone analysis and context analysis, which is processed by Cognitive Apps’ AI. It is a next generation ChatBot for understanding and managing individual mental health that includes:

 

  Tracking of emotions and mood
  Analysis of mental state
  Treatment for improving mental well-being

 

Aiki will target corporate users who want to use Cognitive Apps voice biomarkers to target improved employee mental health. According to a recent article on BenefitsPro.comi, research by Gallup shows mental health and emotional well-being have plunged to their lowest levels since 2001. Another study charted a 50% rise in depression and a 60% drop in focus among all ages in the workplace at the start of the year. Mental health at work was called one of the most far-reaching workplace issues of 2019 - well before COVID, which creates a tremendous opportunity for Aiki.

 

Employees

 

As of June 30, 2021, the Company had two contracted employees and our subsidiary had 20.

 

Patents and Trademarks

 

The Company currently has a United States trademark, Serial Number 86888487, for Life Clips. The Company, pursuant to the Batterfly acquisition, now also holds a United States trademark, Serial Number 79172000 for Mobeego, a patent in China, number 201730018307.4, as well as two patents in Israel, numbers 002743724-0001 and 002743724-0002. Any encroachment upon the Company’s proprietary information, including the unauthorized use of its brand name, the use of a similar name by a competing company or a lawsuit initiated either by our Company or against our Company for infringement upon proprietary information or improper use of a trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on its business due to the cost of defending any potential litigation related to infringement. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and/or to determine the validity and scope of the proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs and diversion of resources that could seriously harm our business operations and/or results of operations.

 

- 5 -
 

 

Government Approval

 

The battery and global sourcing industries may be regulated at the federal levels, both in terms of health and safety concerns, as well as product quality. Operation of the Company’s business requires various licenses, permits and approvals. The Company currently holds all applicable licenses and permits to operate its business, and will continue to hold all applicable permits and licenses to continue operating its business and running its marketplace. In addition, the Company will also ensure compliance with any additional licensing requirements that are required on an ongoing basis.

 

Government and Industry Regulation

 

The Company will be subject to local and international laws and regulations that relate directly or indirectly to its operations, such as the Securities Act of 1933, the Securities and Exchange Act of 1934, and Wyoming Corporation Law. It will also be subject to common business and tax rules and regulations pertaining to the operation of its business, such as the United States Internal Revenue Tax Code and the Wyoming State Tax Code, as well as international tax codes and shipping tariffs. The Company will also be subject to proprietary regulations such as United States Trademark and Patent Law as it applies to the intellectual property of third parties. The Company believes that the effects of existing or probable governmental regulations will be additional responsibilities of the management of the Company to ensure that the Company is in compliance with securities regulations as they apply to the Company’s products as well as ensuring that the Company does not infringe on any proprietary rights of others with respect to its products. The Company will also need to maintain accurate financial records in order to remain compliant with securities regulations as well as any corporate tax liability it incurs.

 

Research and Development

 

During the year ended June 30, 2021, the Company spent $0 on the development of its products.

 

Environmental Compliance

 

We believe that we are not subject to any material costs for compliance with any environmental laws.

 

How to Obtain our SEC Filings

 

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, are available on our website at www.lifeclips.com, as soon as reasonably practicable after we file these reports electronically with, or furnish them to, the Securities and Exchange Commission (“SEC”). Except as otherwise stated in these reports, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC.

 

Our investor relations department can be contacted via email at info@lifeclips.com or at our principal executive office located at 18851 NE 29th Ave., Suite 700 PMB# 348, Aventura, FL 33180. Our telephone number is (800)-292-8991.

 

ITEM 1A. RISK FACTORS.

 

Not required for a Smaller Reporting Company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTIES.

 

The Company’s operations are currently being conducted out of the Company’s office located at 18851 NE 29th Ave., Suite 700 PMB# 348, Aventura, FL 33180. The Company’s office space is being rented for a price of $135 per month.

 

The subsidiary’s operations are currently being conducted out of offices located at 263 W, 49th Avenue, Vancouver, BC, V5Y2Z8, Canada. Cognitive Apps does not pay any rent for this space.

 

The Company considers the current spaces to be adequate and will reassess its needs based upon the future growth of the Company.

 

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ITEM 3. LEGAL PROCEEDINGS.

 

On January 11, 2017, the Company received a default notice related to a $500,000 promissory note (the “Batterfly Acquisition Note”) issued to the sellers of Batterfly Energy, Ltd. (“Batterfly”) as partial consideration for the Company’s July 11, 2017 acquisition of Batterfly. The Batterfly Acquisition Note required the Company to make a payment of $250,000 on October 6, 2017 and $250,000 on February 13, 2017. The default letter states that the Company failed to pay the $250,000 payment due on October 6, 2017, which began to accrue interest of 11% from October 6, 2017. 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 filed a claim against the sellers of Batterfly with the London Court of International Arbitration (LCIA Arbitration No: 173692) and on September 7, 2017 the parties entered into a Stipulation for Stay of Arbitration in the matter as they seek to negotiate a settlement of their claim. The claim was settled in August 2019 for which the Company agreed to issue 62,991,567 shares of common stock to the sellers of Batterfly.

 

All shares were issued on June 16, 2021 and as per the agreement, fully releasing the Company of any and all liens, including but not limited to, the Batterfly promissory note of $500,000, which was removed from our liabilities.

 

Other than as set forth above, we are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our common stock is quoted on the OTC PINK Tier of the OTC Markets Group, under the symbol “LCLP”.

 

The following table sets forth the range of high and low bid prices of our common stock as reported and summarized on the OTC PINK, as applicable, for the periods indicated. These prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

 

Calendar Quarter   High     Low  
Year Ended December 31, 2020                
2020 First Quarter   $ 0.0002     $ 0.0001  
2020 Second Quarter   $ 0.0003     $ 0.0003  
2020 Third Quarter   $ 0.0004     $ 0.0004  
2020 Fourth Quarter   $ 0.0008     $ 0.0006  
                 
Year Ended December 31, 2021                
2021 First Quarter   $ 0.0184     $ 0.0005  
2021 Second Quarter   $ 0.0117     $ 0.0031  

 

Holders

 

As of October 12, 2021, there were 69 record holders of our common stock, and there were 1,617,727,059 shares of our common stock outstanding.

 

Dividend Policy

 

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

 

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ITEM 6. SELECTED FINANCIAL DATA.

 

A smaller reporting company is not required to provide the information in this Item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled “Selected Financial Data” and our consolidated financial statements and related notes included elsewhere in this Information Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Information Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those described below. You should read the “Risk Factors” section of this Information Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Overview

 

Life Clips, Inc. (the “Company”) was incorporated in Wyoming on March 20, 2013 as Blue Sky Media Corporation and its principal business was developing, financing, producing and distributing motion pictures and related entertainment products. Following the Company’s October 2, 2015 acquisition of Klear Kapture, Inc. (“Klear Kapture”), the Company continued Klear Kapture’s business of developing a body camera and an auditable software solution suitable for use by law enforcement. The Company changed its name to Life Clips, Inc. on November 3, 2015 in order to better reflect its business operations at the time.

 

- 8 -
 

 

On July 11, 2016, the Company completed its acquisition (the “Acquisition”) of all of the outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the brand name Mobeego for use with cellular phones and other mobile devices. Batterfly is now a wholly owned subsidiary of the Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, dated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly and all of the shareholders of Batterfly, as amended. The Company has decided to retire its core product, Mobeego batteries, and continue pursuing alternative business opportunities that will re-energize the business within the next 12 months.

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector.

 

Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP.

 

Cognitive Apps provides an AI powered mental health analytics platform empowering businesses to measure, understand, and improve the mental well-being of their employees, patients or customers. The Cognitive Apps solution is driven to achieve the Three Pillars: improved diagnostic outcomes, better and more personalized care for individuals, and to decrease the overall costs and time for the care. An individual only needs to record their voice on a handset, iPad, or tablet. The Cognitive Apps assessment is designed to be administered as often as daily, in order to provide a more granular picture of changes in mental health over time. As a result, the Cognitive apps assessment can be routinely completed to monitor mental health and track variables that might be impacted by treatment.

 

Cognitive Apps delivers a comprehensive approach to well-being, supporting the whole person. Cognitive apps currently has partnerships with Ehave (OTC: EHVVF), Mycotopia (OTC: TWGL), Welmind EMR, Betterhelp, Belshare, and Movefit.

 

How We Generate Revenue

 

Our Subsidiary, Cognitive Apps Software Solutions, Inc., generates income through Licensing Agreements.

 

On January 6, 2021, Cognitive Apps (Licensor) entered into its first License Agreement with Ehave, Inc. (OTCBB: EHVVF), an Ontario corporation. The Licensor is contracted to provide access to its software and systems for a fee of $100,000. Payment for the License of $25,000 is payable upon signing. The remaining subsequent payments for the first year of the License in the aggregate of $75,000 will be made in accordance with an agreed upon schedule. All payment will be in shares of Ehave, Inc. common stock. The shares shall be priced based upon the average closing price of the EHVVF common stock as quoted on its principal trading market for the 20 trading days immediately prior to the date upon which the payment is due.

 

General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred.

 

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping, customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

 

Results of Operations

 

For the Years ended June 30, 2021 and June 30, 2020

 

The Company has revenue totaling $50,000 and $0 for the years ended June 30, 2021 and June 30, 2020, respectively. This new revenue is being generated by our subsidiary, Cognitive Apps.

 

Cost of goods sold for the years ended June 30, 2021 and June 30, 2020 was $0.

 

Operating expenses, which consisted of professional fees and general and administrative expenses, for the year ended June 30, 2021, were $599,590. This compares with operating expenses for the year ended June 30, 2020, of $326,614. The increase of $272,976 in operating expenses for the year ended June 30, 2021 is related to increases in contractual executive salaries and subsidiary payroll expenses.

 

Other Income/(Expense) increased to ($2,929,447) for the year ended June 30, 2021 vs. ($10,413,713) for the year ended June 30, 2020. The increase was directly related to the swings in derivative fair values from $(10,018,665) in 2020 to $7,274,230 in 2021. Additionally, there was a $10,036,200 loss on impairment of intangibles and a $468,505 gain on Batterfly settlement for the year ended June 30, 2021. This was offset by an increase in interest expense of $173,120 when compared to the year ended June 30, 2020.

 

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As a result of the foregoing, we had a net loss of $3,479,037 for the year ended June 30, 2021. This compares with a net loss for the year ended June 30, 2020 of $10,740,327. The difference is primarily due to a 2021 net gain in derivatives of $7,274,230, compared to a net loss in derivatives of $10,018,665 for the year ended June 30, 2020. Additionally, there was a $10,036,200 loss on impairment of intangibles for the year ended June 30, 2021.

 

In its audited consolidated financial statements as of June 30, 2021, the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the Company’s current financial position. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our products and our ability to generate revenues.

 

Liquidity and Capital Resources

 

As of June 30, 2021, we had cash and cash equivalents of $230,685. As of June 30, 2020, we had cash and cash equivalents of $12,160.

 

Net cash from operating activities was $(175,088) for the year ended June 30, 2021. This compares to net cash from operating activities of $(21,614) for the year ended June 30, 2020. The change of ($153,474) in our net cash from operating activities for the year ended June 30, 2021 was primarily due to a change in net income /(loss) of $7,261,290, plus a change in the fair value of the derivative of $7,274,230, offset by a loss on impairment of intangibles of $10,036,200.

 

Cash flows from investing activities was $0 for the years ended June 30, 2021 and June 30, 2020.

 

Cash flows from financing activities was $400,000 for the year ended June 30, 2021, which compares to cash flows from financing activities of $0 for the year ended June 30, 2020. The increase in our cash flows from financing activities for the year ended June 30, 2021 was due to an increase in proceeds from convertible notes payable.

 

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

 

Stock Incentive Plan

 

On April 20, 2017, the Company approved the Life Clips, Inc. 2017 Stock and Incentive Plan (“the Plan”). The Plan provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards. The Plan allows for an issuance of a maximum of 20,000,000 shares of common stock, with awards made at the discretion of the board of directors. No awards have been made to date.

 

Contractual Commitments

 

For the year ending June 30, 2021, the Company held two executive employment agreements with key officers as described in detail in Item 11.

 

- 10 -
 

 

Material Agreements

 

None

 

Financings

 

The following summary table is a listing of all outstanding convertible debt as of June 30, 2021. For additional information, please refer to Note 7 in Notes to Consolidated Financial Statements.

 

Issue Date   Maturity Date  

Original

Interest Rate

    Current Interest Rate (default)     June 30, 2021     June 30, 2020  
10/02/2015   10/02/2017     3.85 %                18.00 %   $ -     $ 170,416  
12/07/2015   12/06/2016     10.00 %     22.00 %     91,051       91,051  
04/27/2016   04/27/2017     10.00 %     18.00 %     300,000       300,000  
05/13/2016   05/13/2017     10.00 %     22.00 %     -       1,075,305  
06/09/2016   06/09/2017     10.00 %     18.00 %     -       32,154  
07/21/2016   07/21/2017     10.00 %     10.00 %     -       75,000  
01/27/2017   01/27/2018     10.00 %     22.00 %     -       5,000  
01/27/2017   01/27/2018     10.00 %     22.00 %     -       5,000  
02/02/2017   02/02/2018     10.00 %     22.00 %     -       5,000  
02/10/2017   02/10/2018     10.00 %     22.00 %     -       11,666  
02/10/2017   02/10/2018     10.00 %     18.00 %     -       11,668  
02/14/2017   02/14/2018     10.00 %     22.00 %     -       11,700  
02/17/2017   02/17/2018     10.00 %     22.00 %     -       50,000  
02/23/2017   02/23/2018     10.00 %     22.00 %     50,000       50,000  
03/14/2017   03/14/2018     10.00 %     22.00 %     -       50,000  
03/15/2017   03/15/2018     10.00 %     22.00 %     -       50,000  
03/17/2017   03/17/2018     10.00 %     22.00 %     50,000       50,000  
03/28/2017   03/28/2018     10.00 %     22.00 %     50,000       50,000  
04/03/2017   04/03/2018     10.00 %     22.00 %     -       50,000  
05/01/2017   05/01/2018     10.00 %     22.00 %     -       50,000  
06/01/2017   06/01/2018     10.00 %     22.00 %     -       50,000  
09/19/2017   08/30/2018     18.00 %     18.00 %     -       30,000  
11/16/2017   11/16/2018     18.00 %     18.00 %     -       15,000  
01/19/2018   01/19/2019     18.00 %     18.00 %     -       10,000  
03/22/2018   03/22/2019     18.00 %     18.00 %     -       15,000  
03/23/2018   03/23/2019     18.00 %     18.00 %     -       10,000  
04/18/2018   04/18/2019     18.00 %     18.00 %     -       20,000  
05/01/2018   05/01/2019     18.00 %     18.00 %     -       10,000  
07/31/2018   07/31/2019     18.00 %     18.00 %     -       10,000  
08/08/2018   08/08/2019     18.00 %     18.00 %     -       5,000  
09/24/2018   09/24/2019     18.00 %     18.00 %     -       5,000  
09/26/2018   09/26/2019     18.00 %     18.00 %     -       5,000  
11/15/2018   11/15/2019     18.00 %     18.00 %     -       50,000  
06/15/2021   06/15/2023     8.00 %     8.00 %     3,288,241       -  
04/22/2021   04/22/2023     10.00 %     10.00 %     275,000       -  
06/29/2021   12/23/2022     4.00 %     4.00 %     100,000       -  
Total Convertible Notes                   $ 4,204,292     $ 2,428,960  

 

Capital Expenditures

 

Other Capital Expenditures

 

We expect to incur research and development costs, as well as marketing expenses in connection with the expansion of our business.

 

Fiscal year end

 

Our fiscal year end is June 30.

 

- 11 -
 

 

Going Concern

 

We believe that the actions presently being taken to further implement the Company’s business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.

 

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

Future Financings

 

We will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing particularly, if the volatile conditions of the stock and financial markets, and more particularly the market for early development stage company stocks persist. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to further delay or further scale down some or all of our activities or perhaps even cease the operations of the business.

 

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

 

Critical Accounting Policies

 

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of our financial condition and results of operations and which require us to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results.

 

The following are deemed to be the most significant accounting policies affecting us.

 

Use of Estimates

 

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements. The more significant estimates and assumptions by management include among others: derivatives, estimated useful lives of property and equipment, foreign currency transactions and translations, and common stock valuation. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

 

Income Taxes

 

We account for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on our consolidated balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. We must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Changes in our valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

 

- 12 -
 

 

From the date of our inception we adopted ASC 740-10-30. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s consolidated financial statements and prescribes a recognition threshold and measurement attributes for consolidated financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, we recognized no material adjustment in the liability for unrecognized income tax benefits.

 

Non-Cash Equity Transactions

 

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

 

Fair Value of Financial Instruments

 

We apply the provisions of accounting guidance, FASB Topic ASC 825, that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the consolidated balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of June 30, 2021 and 2020, the fair value of accounts payable approximated the carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

 

Recent Accounting Pronouncements

 

There were no Recently Adopted Standards.

 

- 13 -
 

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. In November 2018, ASU 2016-13 was amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses. ASU 2018-19 changes the effective date of the credit loss standards (ASU 2016-13) to fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Further, the ASU clarifies that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842. The Company does not believe that the impact of this ASU will have a material impact on its consolidated financial statements and related disclosures.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this ASU, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this ASU on July 1, 2020 and it had no material impact on its consolidated financial statements and related disclosures.

 

Off-Balance Sheet Arrangements

 

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of June 30, 2021, we have no off-balance sheet arrangements.

 

Inflation

 

We do not believe that inflation has had a material effect on our results of operations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

A smaller reporting company is not required to provide the information in this Item.

 

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

- 14 -
 

 

Life Clips, Inc.

 

Index to Consolidated Financial Statements

 

CONTENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheets as of June 30, 2021 and 2020 F-4
   
Consolidated Statements of Operations And Comprehensive Income/(Loss) for the years ended June 30, 2021 and 2020 F-5
   
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended June 30, 2021 and 2020 F-6
   
Consolidated Statements of Cash Flows for the years ended June 30, 2021 and 2020 F-7
   
Notes to Consolidated Financial Statements F-8

 

F- 1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Life Clips, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Life Clips, Inc. (the Company) as of June 30, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Derivatives

 

As described in Note 2 to the Company’s consolidated financial statements, the Company evaluates all of its financial instruments to determine if such instruments are derivative instruments 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 then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.

 

We identified the Company’s application of the accounting for convertible notes as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

 

 

F- 2

 

 

The primary procedures we performed to address this critical audit matters included the following:

 

  We obtained debt related agreements and performed the following procedures:
         
      - Reviewed agreements for all relevant terms.
         
      - Tested management’s identification and treatment of agreement terms.
         
      - Recalculated management’s fair value of each conversion feature based on the terms in the agreements.
         
      - Assessed the terms and evaluated the appropriateness of management’s application of their accounting policies, along with their use of estimates, in the determination of the amortization of the debt discount.
         
      - Reviewed the work of the Company’s specialist to calculate the fair value of the derivative liability using the Monte Carlo method to determine whether the derivative liability recorded by the Company was reasonable.

 

Acquisition of Subsidiary

 

As described in Note 4 to the Company’s consolidated financial statements, the Company acquired Cognitive Apps Software Solutions, Inc. during the year. The Company accounted for the acquisition in accordance with ASC 805, Business Combinations.

 

We identified the Company’s accounting for the acquisition as a critical audit matter. The principal considerations for our determination of this critical audit matter related to the high degree of subjectivity in the Company’s judgments in determining the qualitative factors. Auditing these judgments and assumptions by the Company involves auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

 

The primary procedures we performed to address these critical audit matters included the following:

 

  We obtained the acquisition agreements and performed the following procedures:
         
      - Reviewed agreements for all relevant terms, consideration and other relevant information.
         
      - Tested supporting documentation related to the acquired company in determining the identifiable assets and liabilities.
         
      - Reviewed the guidance related to ASC 805 to determine the acquisitions were appropriately accounted for by the Company.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company has incurred net accumulated losses and has minimal revenues. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

 

/s/ Accell Audit & Compliance, P.A.  
   
We have served as the Company’s auditor since 2019.  
   
Tampa, Florida  
   
October 13, 2021  

 

F- 3

 

 

LIFE CLIPS, INC.

CONSOLIDATED BALANCE SHEETS

 

    June 30, 2021     June 30, 2020  
             
ASSETS                
Current assets                
Cash   $ 230,685     $ 12,160  
Due from Related Party     34,271       -  
Total Current Assets     264,956       12,160  
               
Investments - Ehave Inc     38,422       -  
                 
Total Assets   $ 303,378     $ 12,160  
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT                
Liabilities                
Current liabilities                
Accounts Payable   $ 399,670     $ 357,388  
Accrued Expenses and Interest Payable     521,521       1,379,655  
Due to Related Party     1,155,550       763,050  
Deferred Revenue     50,000       -  
Convertible Note Payable, less discount of $80,369 at June 30, 2021     3,582,872       -  
Convertible Note Payable - In Default     541,051       2,428,960  
Notes Payable - In Default     -       530,000  
Derivative Liability - Convertible Notes Payable     1,577,001       13,249,507  
Total Liabilities     7,827,665       18,708,560  
                 
Commitments and Contingencies (Note 11)                
                 
Shareholders’ deficit                
Preferred Stock - Series A ($0.001 par value; 5,000,000 shares authorized, 4,000,000 and 1,000,000 shares issued and outstanding, respectively)     4,000       1,000  
Preferred Stock - Series B ($0.001 par value; 5,760,000 shares authorized, 5,760,000 and 0 shares issued and outstanding, respectively)     5,760       -  
Common Stock, ($0.001 par value; 5,000,000,000 shares authorized, 1,322,822,904 and 1,259,831,337 shares issued and outstanding, respectively)     1,322,823       1,259,831  
Common stock to be issued     125,032       125,032  
Additional paid in capital     23,866,298       9,218,935  
Accumulated other comprehensive loss     (67,965 )     -  
Accumulated deficit     (32,780,235 )     (29,301,198 )
Total shareholders’ deficit     (7,524,287 )     (18,696,400 )
                 
Total liabilities and shareholders’ deficit   $ 303,378     $ 12,160  

 

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

 

F- 4

 

 

LIFE CLIPS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMREHENSIVE INCOME/(LOSS)

For the Years Ended

 

    June 30, 2021     June 30, 2020  
             
Revenues                
License Income   $ 50,000     $ -  
Cost of Goods Sold     -       -  
Gross Profit     50,000       -  
                 
Operating Costs                
Professional Fees     527,604       317,790  
Payroll Expense     68,588       -  
General and Administrative Expenses    

3,398

      8,824  
Total Operating Costs    

599,590

      326,614  
                 
Loss from Operations     (549,590 )     (326,614 )
                 
Other Income/(Expense)                
Gain on Batterfly Settlement     468,505       -  
Loss on Extinguishment of Debt     (67,814 )     -  
Loss on Impairment of Intangibles    

(10,036,200

)    

-

 
Interest Expense     (568,168 )     (395,048 )
Change in Fair Value of Derivative     7,274,230       (10,018,665 )
Total Other Income (Expense)     (2,929,447 )     (10,413,713 )
Income/(Loss) Before Income Taxes     (3,479,037 )     (10,740,327 )
Provision for Income Taxes     -       -  
Net Income/(Loss)   $

(3,479,037

)   $ (10,740,327 )
                 
Other Comprehensive Income/(Loss):                
Foreign Currency Translation Adjustment     (6,387 )     -  
Change in Fair Value of Investment     (61,578 )     -  
Comprehensive Income/(Loss )   $ (3,547,002 )   $ (10,740,327 )
                 
Earnings/(Loss) Per Share: Basic and Diluted   $ (0.00 )   $ (0.01 )

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

    1,262,254,090       1,259,831,337  

 

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

 

F- 5

 

 

LIFE CLIPS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

 

                      Common Stock     Additional     Accumulated Other           Total  
    Preferred - Series A     Preferred - Series B     Common Stock     To Be     Paid-In     Comprehensive     Accumulated     Shareholders’  
    Shares     Amount     Shares     Amount     Shares     Amount     Issued     Capital     Loss     Deficit     Deficit  
Balances as of June 30, 2019     1,000,000     $ 1,000       -     $ -       1,259,831,337     $ 1,259,831     $ 125,032     $ 9,218,935     $ -     $ (18,560,871 )   $ (7,956,073 )
Net Loss     -       -       -       -       -       -       -       -       -       (10,740,327 )     (10,740,327 )
Balances as of June 30, 2020     1,000,000       1,000       -       -       1,259,831,337       1,259,831       125,032       9,218,935       -       (29,301,198 )     (18,696,400 )
Series A Preferred Shares     3,000,000       3,000       -       -       -       -       -       (3,000 )     -       -       -  
Cognitive Apps Acquisition Shares     -       -       5,760,000       5,760       -       -       -       10,010,329       -       -       10,016,089  
Mobeego Settlement Shares Issued     -       -       -       -       62,991,567       62,992       -       (31,497 )     -       -       31,495  
Cognitive Apps Acquisition Warrants    

-

     

-

     

-

     

-

     

-

     

-

     

-

      20,111      

-

     

-

      20,111  
Derivatives Debt Extinguishment     -       -       -       -       -       -       -       4,546,090       -       -       4,546,090  
Warrants issued with Convertible Notes Payable    

-

     

-

     

-

     

-

     

-

     

-

     

-

     

105,330

     

-

     

-

     

105,330 

 
Foreign Currency Translation Adjustment     -       -       -       -       -       -       -       -       (6,387 )     -       (6,387 )
Change in Value of Investment     -       -       -       -       -       -       -       -       (61,578 )     -       (61,578 )
Net Income     -       -       -       -       -       -       -       -             (3,479,037)       (3,479,037
Balances as of June 30, 2021     4,000,000     $ 4,000       5,760,000     $ 5,760       1,322,822,904     $ 1,322,823     $ 125,032     $ 23,866,298     $ (67,965 )   $ (32,780,235 )   $ (7,524,287)

 

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

 

F- 6

 

 

LIFE CLIPS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS)

For the Years Ended

 

    June 30, 2021     June 30, 2020  
Cash Flows From Operating Activities:                
Net Income/(Loss)   $ (3,479,037 )   $ (10,740,327 )
                 
Adjustments to Reconcile Net Income/(Loss) to Net Cash From Operating Activities:                
Changes in Fair Value of Derivative Liabilities     (7,274,230 )     10,018,665  
Amortization of Debt Discount     99,960       22,890  
Loss on Extinguishment of Debt    

67,814

     

-

 
Gain on Batterfly Settlement    

(468,505

)    

-

 
Loss on Impairment of Intangibles    

10,036,200

     

-

 
                 
Changes in Assets and Liabilities:                
Accounts Receivable    

(100,000

)     -  
Accounts Payable     42,282       5,001  
Accrued Expenses and Interest Payable     492,199     372,157  
Deferred Revenue     50,000       -  
Due to Related Party     392,500       300,000  
Due from Related Parties     (34,271 )     -  
Net Cash From Operating Activities     (175,088 )     (21,614 )
                 
Cash Flows From Financing Activities:            
Proceeds From Convertible Notes Payables    

400,000

      -  

Proceeds From Notes Payable

   

35,000

      -  
Payments on Notes Payable     (35,000 )     -  
Net Cash From Financing Activities    

400,000

      -  
                 
Effect of Exchange Rate on Cash     (6,387 )     -  
Net Change in Cash     218,525       (21,614 )
                 
Cash at Beginning of Period     12,160       33,774  
                 
Cash at End of Period   $ 230,685     $ 12,160  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid for:                
Interest   $ -     $ -  
Income Taxes   $ -     $ -  
                 
Non-cash Investing and Financing Activities            
Accounts Receivable Settled in Investments   $ 100,000       -  
Accrued Interest Converted to Convertible Notes Payable   $

1,350,333

     

-

 

 

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

 

F- 7

 

 

Life Clips, Inc.

Notes to Consolidated Financial Statements

June 30, 2021 and 2020

 

NOTE 1. ORGANIZATION AND OPERATIONS

 

Life Clips, Inc. (the “Company”) was incorporated in Wyoming on March 20, 2013 as Blue Sky Media Corporation and its principal business was developing, financing, producing and distributing motion pictures and related entertainment products. Following the Company’s October 2, 2015 acquisition of Klear Kapture, Inc. (“Klear Kapture”), the Company continued Klear Kapture’s business of developing a body camera and an auditable software solution suitable for use by law enforcement. The Company changed its name to Life Clips, Inc. on November 3, 2015 in order to better reflect its business operations at the time.

 

On July 11, 2016, the Company completed its acquisition (the “Acquisition”) of all of the outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the brand name Mobeego for use with cellular phones and other mobile devices. Batterfly is now a wholly owned subsidiary of the Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, dated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly and all of the shareholders of Batterfly, as amended. The Company has decided to retire its core product, Mobeego batteries, and continue pursuing alternative business opportunities that will re-energize the business within the next 12 months.

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector.

 

Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation – The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company consolidates the financial statements of its wholly-owned subsidiary and all intercompany transactions and account balances have been eliminated in consolidation.

 

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP 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 consolidated 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.

 

Investments – The Company’s investments in marketable securities are measured at fair value with unrealized gains and losses recognized in other comprehensive income/(loss). The Company received a total of 960,559 shares of Ehave, Inc.’s common stock as payment for a licensing agreement. These shares had a total value of $100,000 upon issuance. Subsequent to issuance, the stock price of the shares decreased and an unrealized loss on the investment of $61,578 was recognized, decreasing the asset value to $38,422 at June 30, 2021.

 

Income Tax – The Company accounts for income taxes under Accounting Standards Certifications (“ASC”) 740 “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement 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” (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share “EPS’ on the face of the consolidated statements of operations. 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.

 

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.

 

F- 8

 

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, 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 7). The Company accounts for its investments, at fair value, on a recurring basis under Level 1 (See Note 5)

 

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 Monte Carlo 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” prescribes accounting and reporting standards for all stock-based compensation plan payments awarded 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 505-50 “Equity-Based Payments to Non-Employees”. 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.

 

Recognition of Licensing Revenues – The Company recognizes licensing revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers”. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied, or as it is satisfied. The Company primarily sells disposable and recyclable cell phone batteries. The Company’s performance obligation is satisfied when the goods have been delivered, which is at a point in time. The Company applies the following five steps in order to determine the appropriate amount of revenue recognized as it fulfills its obligations under each of its agreements:

 

  identify the contract with a customer;
  identify the performance obligations in the contract;
  determine the transaction price;
  allocate the transaction price to performance obligations in the contract; and
  recognize revenue as the performance obligation is satisfied.

 

Specifically for licensing arrangements, the Company determines the nature of its Subsidiary’s promise in granting a license is either to provide a right to access intellectual property, which is satisfied over time and for which revenue is recognized over time, or to provide a right to use our intellectual property, which is satisfied at a point in time and for which revenue is recognized at a point in time. The scope and applicability of the guidance about when to recognize revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property and whether restrictions of time, geographical region, or use on a license of intellectual property do not affect the identification of performance obligations.

 

Recently Issued Accounting PronouncementsFinancial Accounting Standards Board, or FASB ASU 2016-02 “Leases (Topic 842)”- In February 2016, the FASB issued ASU 2016-02, which will require lessees to recognize almost all leases on their consolidated balance sheet as a right-of-use asset and a lease liability. For consolidated income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this in Fiscal Year 2020.

 

Subsequent Events – The Company follows the guidance in ASC 855 “Subsequent Events” for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the consolidated financial statements are issued. Pursuant to ASU 2010-09 of the FASB ASC, the Company as an SEC filer considers its consolidated financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

F- 9

 

 

NOTE 3. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

 

The accompanying consolidated 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 consolidated financial statements, the Company has minimal revenues, net accumulated losses since inception and an accumulated deficit of $32,780,235. 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. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The impact of the COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business and our financial results. The COVID-19 pandemic has negatively affected global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The pandemic had and will continue to have an adverse effect on our business and financial performance. The extent of the impact of the COVID-19, including our ability to execute our business strategies as planned, will depend on future developments, including the duration and severity of the pandemic, which are uncertain and cannot be predicted. The COVID-19 pandemic could also adversely affect our liquidity and ability to access the capital markets. Uncertainty regarding the duration of the COVID-19 pandemic may adversely impact our ability to raise additional capital, or require additional capital.

 

NOTE 4. ACQUISITION OF SUBSIDIARY

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, “Subsidiary”), a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia on November 25, 2020. Its principal business is developing, financing, producing and distributing AI based technological solutions to the mental health and healthcare sector.

 

Cognitive Apps sold all of its issued and outstanding capital stock to LCLP, such that, becoming a 100% wholly-owned subsidiary of LCLP.

 

In exchange for the acquisition, the subsidiary received the following consideration:

 

(a) Preferred Shares. Exchange each issued and outstanding share of Cognitive Apps common stock for 5,760,000 shares of LCLP Series B Preferred Shares. The Series B Preferred Shares are convertible based on 80% of average of the 5 lowest closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Notwithstanding the foregoing, in no case shall the fair market value multiplied by the total number of shares issued and outstanding be less than $5,000,000. The fair value on the date of acquisition was calculated at $10,016,089.

 

(b) Warrants. In addition to the Acquisition Preferred Shares, the Shareholders, on a pro-rata basis, will receive warrants to purchase a total of 3,500,000 shares of the common shares of the Company at an exercise price of $0.10. The fair value of the warrants on the date of acquisition was calculated at $20,111.

 

(c) Financing. The Company shall use its best efforts after Closing to provide Cognitive Apps, as a wholly owned subsidiary, up to $1,000,000 in the form of an equity investment by Corporation into the subsidiary.

 

Cognitive Apps had no operations and no significant assets recorded at the acquisition date. Based on the calculated purchase price of $10,036,200, the entire amount was allocated to intangible assets. Due the lack of historical operations and uncertainty regarding future operations, the Company impaired the full value of the intangible asset acquired. Also, as there were no previous operations, there are no pro forma disclosures to present.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

At June 30, 2021 and 2020, due to related parties was $1,155,550 and $763,050, respectively. At June 30, 2021, this was comprised of unpaid compensation of $776,050 to Victoria Rudman, $164,500 to William Singer, $90,000 to Charles Adelson, and $125,000 to Robert Grinberg.

 

As of June 30, 2021, the board approved to pay these and any other amounts due by converting them to common stock.

 

F- 10

 

 

At June 30, 2021 and 2020, due from related party was $34,271 and $0, respectively. This amount is due from a Subsidiary shareholder.

 

NOTE 6. NOTES PAYABLE – IN DEFAULT

 

At June 30, 2020, the Company had two notes payable in the amount of $530,000, with the following terms:

 

  1. The Batterfly Acquisition Note required the Company to make two payments of $250,000 on October 6, 2017 and February 13, 2017. Upon failure to pay the payment due, the balance began to accrue at 11% interest per annum.
  2. On July 14, 2016, the Company issued a new promissory note to NUWA Group, LLC (“NUWA”), from which the Company received $30,000 in gross proceeds, has a maturity date of October 14, 2016, and bears interest at 5% per annum. This promissory note does not have a conversion feature.

 

As of June 30, 2021, all of the above Notes Payable were settled with shares of the Company’s Common Stock.

 

NOTE 7. CONVERTIBLE NOTES PAYABLE

 

On June 15, 2021, the Company entered into six Note Exchange Agreements to amend and restate 35 variable conversion notes, most of which were in default, with interest rates ranging from 3.85% to 22% to a fixed conversion rate of $0.01 with an interest rate of 8%. A total of $3,288,241 in principal and interest was converted from the variable to fixed conversion price, reducing the need for derivative calculations to the 5 remaining notes that one holder declined to exchange.

 

As of June 30, 2021, the Company entered into two new notes payable with Leviston Resources LLC in the amount of $375,000, with the following terms:

 

  1. On April 22, 2021, the Company entered into a Future Advance Convertible Promissory Note for $275,000, with a maturity date of April 22, 2023 and an interest rate of 10%. The note also allows for a second draw of up to $250,000.
  2. On June 29, 2021, the Company entered into a Promissory Note for $100,000, with a maturity date of December 23, 2022 and an interest rate of 4%.

 

F- 11

 

 

Convertible Notes

 

As of June 30, 2021, the amount of the Company’s convertible notes in-default decreased to $541,051 when compared to June 30, 2020 amount of $2,428,960, as follows:

 

Balance at

June 30, 2021

   

Balance at

June 30, 2020

    Due Date  

Interest Rate at

June 31, 2021

   
$ 541,051     $ 1,931,806     Range from
05/13/2017 to 01/20/2022
  Range from 3.85% to 22%   Conversion price equal to fifty percent (50%) of the lowest trading price during the twenty (20) trading day period prior to the date of conversion - $0.0018 and at June 30, 2021, convertible into 133.9 million shares not including interest.
  -       332,154     06/09/2017   18%   Conversion price equal to seventy five percent (75%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.0046 and at June 30, 2021, convertible into 65.9 million shares not including interest.
  -       165,000     Range from 01/27/2018 to 11/15/2019   Range from 18% to 22%   Conversion price equal to fifty percent (50%) of the lowest trading price during the five (5) trading day period prior to the date of conversion - $0.0024 and at June 30, 2021, convertible into zero shares not including interest.
  3,288,241       -     06/15/2023   8%   Conversion price equal to $0.01 and at June 30, 2021, convertible into 328.8 million shares not including interest.
  375,000       -     Range from 04/22/2023 to 12/23/2022   Range from 4% to 10%   Conversion price equal to $0.015 (the Qualified Regulation A Offering Subscription Price), and at June 30, 2021, convertible into 23.33 million shares not including interest.
$ 4,204,292     $ 2,428,960              

 

The Company evaluated the convertible promissory notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative consists of the embedded conversion feature. The conversion option bears risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation.

 

Debt Discount

 

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.

 

Total amortization of debt discount amounted to $99,960 and $22,890 for the years ended June 30, 2021 and 2020, respectively.

 

As of June 30, 2021 and 2020, the debt discounts were $80,369 and $0, respectively.

 

F- 12

 

 

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company’s convertible promissory notes and detachable warrants gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Additionally, the detachable warrants contained terms and features that gave rise to derivative liability classification. As of June 30, 2021, the Company does not have enough authorized shares to settle all potential conversion and warrant transactions.

 

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of June 30, 2021 and 2020 and the amounts that were reflected in income related to derivatives for the period ended:

 

    June 30, 2021  
The financings giving rise to derivative financial instruments   Indexed
Shares*
(in millions)
    Fair
Values
 
Embedded derivatives     563     $ 1,577,001  
Total     563     $ 1,577,001  

 

*including principal and interest

 

    June 30, 2020  
The financings giving rise to derivative financial instruments   Indexed
Shares*
(in millions)
    Fair
Values
 
Embedded derivatives     68,617     $ 13,249,507  
Total     68,617     $ 13,249,507  

 

*including principal and interest

 

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended June 30, 2021 and 2020:

 

  For the Years Ended  
The financings giving rise to derivative financial instruments and the gain (loss) effects:   June 30, 2021     June 30, 2020  
Embedded derivatives   $ 7,274,230     $ (10,018,665 )
Total   $ 7,274,230     $ (10,018,665 )

 

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Binomial Lattice Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

 

F- 13

 

 

Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

 

    June 30, 2021     June 30, 2020  
Quoted market price on valuation date   $ 0.0046     $ 0.0003  
Range of effective contractual conversion rates   $ 0.0018     $ 0.00005 - $0.00029  
Contractual term to maturity     NA       NA  
Market volatility:                
Volatility     NA       NA  
Risk-adjusted interest rate     NA       NA  

 

The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives and detachable warrants during the years ended June 30, 2021 and 2020.

 

    Year Ended     Year Ended  
    June 30, 2021     June 30, 2020  
Balances at beginning of period   $ 13,249,507     $ 3,230,842  
Issuances:                
Embedded derivatives     50,000       -  
Conversions:                
Embedded derivatives     -       -  
Reclassifications to equity:                
Embedded derivatives     (4,448,276 )     -  
Changes in fair value inputs and assumptions reflected in income     (7,274,230 )     10,018,665  
                 
Balances at end of period   $ 1,577,001     $ 13,249,507  

 

NOTE 9. EQUITY

 

Authorized Capital

 

On September 28, 2017, the Company filed Articles of Amendment authorizing 5,000,000, shares of common stock, par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of Preferred Stock, par value $0.001 (the “Preferred Stock”). The Board may issue shares of Preferred Stock in one or more series and fix the rights, preferences and privileges thereof, including voting rights, terms of redemption, redemption prices, liquidation preferences, number of shares constituting any series or the designation of such series, without further vote or action by the stockholders.

 

F- 14

 

 

Preferred Stock

 

Effective May 19, 2017, the Company amended its Articles of Incorporation to designate 1,000,000 shares of preferred stock as Series A Preferred Stock, with a par value of $0.001 per share (the “Series A Stock”). Each share of Series A Stock ranks, with respect to dividend rights and rights upon liquidation, winding up or dissolution of the Company, the same as the common stock of the Company, par value $0.001 per share (the “Common Stock”) and is not entitled to any specific dividends or other distributions, other than those declared by the Board of Directors. Each share of Series A Stock has 400 votes on any matter submitted to the shareholders of the Company, and the Series A Stock votes together with the holders of the outstanding shares of all other capital stock of the Company (including the Common Stock and any other series of preferred stock then outstanding), and not as a separate class, series or voting group on any such matter. The Series A Preferred Stock is not transferrable by the holder, and may be redeemed by the Company at any time for the par value. In the event that the holder of Series A Preferred Stock who is an employee or officer of the Company leaves their position as an employee or officer of the Company for any reason, the Series A Preferred Stock held by that holder will be automatically cancelled and will revert to being authorized and unissued shares of Series A Preferred Stock. The Series A Stock is not convertible into any other class of shares of the Company.

 

On June 16, 2021, the Board determined that it would be in the best interest of the Company to increase the Company’s authorized Series A Preferred stock to 5,000,000 (Five Million) shares.

 

Additionally, the Board authorized 5,760,000 (Five Million Seven Hundred and Sixty Thousand) shares of the Company’s Series B preferred pursuant to the acquisition of its Subsidiary. In exchange for the acquisition, the subsidiary received as consideration these Preferred Shares in exchange for each issued and outstanding share of Cognitive Apps common stock at $1.00 per share.

 

Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, beginning 12 months from the date of issuance, and thereafter at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $1.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, the 80% of average of the 5 lowest closing prices for a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date. Notwithstanding the foregoing, in no case shall the Fair Market Value multiplied by the total number of shares issued and outstanding be less than $5,000,000.

 

Stock and Incentive Plan

 

On April 20, 2017, the Company adopted the Life Clips, Inc. 2017 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.

 

Warrants

 

The Company did not issue any warrants during the year ended June 30, 2020.

 

On April 5, 2021, as part of its acquisition of Cognitive Apps, the Company issued the shareholders of the subsidiary warrants to purchase a total of 3,500,000 shares of the Company’s common stock.

 

Additionally, on April 22, 2021, the Company issued the holder of a convertible note payable, warrants to purchase a total of 30,000,000 shares of the Company’s common stock.

 

The following table shows the warrants outstanding at June 30, 2021:

 

    Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Life (Years)     Average Intrinsic Value  
Outstanding, June 30, 2020     -     $ -       -     $ -  
Granted     33,500,000       0.10       5.00       -  
                                 
Outstanding, June 30, 2021     33,500,000       0.10       4.75       -  
Exercisable, June 30, 2021     33,500,000     $ 0.10       4.75     $            -  

 

NOTE 10. INCOME TAX PROVISION

 

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled.

 

The Company accounts for income taxes in accordance with the provisions of ASC 740, Accounting for Uncertainty in Income Taxes. The Company accounts for income taxes using an asset and liability approach to calculate deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

 

F- 15

 

 

At June 30, 2021, the Company has a net operating loss carry-forward of $(22,694,075) available to offset future taxable income expiring through 2035. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2021.

 

The effects of temporary differences that gave rise to significant portions of deferred tax assets at June 30, 2021 and 2020 are approximately as follows:

 

    June 30, 2021     June 30, 2020  
Net Operating Loss Carryforward   $ 32,780,235   $ 29,301,198  
Above multiplied by tax rate of     21 %     21 %
Gross Deferred Tax Assets     6,883,849       6,153,251  
Less Valuation Allowance     (6,883,849 )     (6,153,251 )
Total Deferred Tax Assets – Net   $ -     $ -  

 

A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:

 

    Year ended June 30  
    2021     2020  
Income tax expense (benefit) at statutory rate   $ (730,598 )   $ (2,255,469 )
Tax Cuts and Job Act Impact     -       -  
Decrease in valuation allowance     730,598     2,255,469  
Income tax expense   $ -     $ -  

 

The Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. It has not accrued any interest or penalties associated with income taxes. The Company files income tax returns in the United States federal jurisdiction. With few exceptions, it is no longer subject to U.S. federal, state or non-U.S. income tax authorities on tax returns filed before January 31, 2012. No tax returns are currently under examination by tax authorities.

 

NOTE 11. COMMITTMENTS AND CONTINGENCIES

 

From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these matters will not have a material adverse effect on consolidated results of operations, financial position, or cash flow.

 

F- 16

 

 

NOTE 12. SUBSEQUENT EVENTS

 

On July 1, 2021, the Company entered into a Note Exchange Agreement to amend and restate the remaining 5 variable conversion notes, all of which were in default, with interest rates ranging from 18% to 22% to a fixed rate $0.01 with an interest rate of 8%. A total of $1,085,824 in principal and interest was converted from the variable to fixed conversion price, reducing the need for future derivative calculations.

 

On July 20, 2021 a Form 1-A Regulation A Offering Circular dated June 9, 2021 and its exhibits were filed with and qualified by the Securities and Exchange Commission (the “SEC”). During the months of July and August 2021, the Company entered into Subscription Agreements with Investors to offer shares of its common stock at a purchase price of $0.015 per share for total gross proceeds of up to $5,000,000. Proceeds to date are $3,125,000 with a total of 208,333,333 shares.

 

On August 26, 2021, the Company filed a Form 8-K announcing that it closed its acquisition of Belfrics Holdings Limited and its related entities (collectively “Belfrics”) operating cryptocurrency exchanges and blockchain development services in Asia and Africa. The entities acquired are:

 

Belfrics Global PTE Ltd., a Singapore corporation

Belfrics BT Pvt Ltd, an India corporation

Belfrics Cryptex Pvt Ltd, an India corporation

Belfrics Tanzania Ltd, a Tanzania corporation

Belfrics Nigeria Pvt Ltd, a Nigeria corporation

Belfrics BT SDN BHD, a Malaysia corporation

Belfrics Holding Limited, a Malaysia corporation

Belfrics Academy SDN BHD, a Malaysia corporation

Belfrics International Ltd, a Malaysia corporation

Belfrics Europe SL, a Spain corporation

Belfrics Kenya Pvt. Ltd, a Kenya corporation

Incrypts SDN BHD, a Malaysia corporation

Belfrics Malaysia SDN BHD

 

Pursuant to the definitive agreement previously executed between Belfrics and the Company, the Company issuing the Belfrics shareholders a new class of preferred stock with an initial issuance price of $20,000,000 (Twenty Million Dollars) in the aggregate. The Belfrics shareholders can earn up to an additional $15,000,000 (Fifteen Million Dollars) by reaching certain milestones. This description of the terms of the agreement is qualified in its entirety to the Acquisition Agreement between the parties filed as an exhibit on Form 8-K filed on July 15, 2021.

 

Founded in 2014, the Belfrics digital exchange platform, which was fully developed in-house, is one of the most compliant platforms in the cryptocurrency industry. Supported by the proprietary technology of Belrium Blockchain KYC solution, the KYC (“Know Your Customer”) and AML (“Anti-Money Laundering”) process of Belfrics Exchange is a well accepted compliance solution. With 10 operational offices in 8 countries, Belfrics provides localized and personalized support to digital currency traders. Through its Blockchain Academy, Belfrics provides continuous training to traders, developers and blockchain enthusiasts in more than 20 countries. Belfrics is licensed and regulated by the Labuan Financial Services Authority (LFSA) in Malaysia.

 

On September 26, 2021, the Company entered into a 1.75% Secured Promissory Note with Belfrics Global Pte Ltd, its wholly-owned subsidiary. The note was for a principal amount of $1,000,000, and due and payable on June 30, 2022. As collateral security for the obligations to make full and timely payment of the Principal, and all accrued interest and other amounts payable under the Note, Belfrics deposited 250,000 (two hundred and fifty thousand) Belrium tokens in the wallet of the Escrow Agent, Jonathan D. Leinwand, P.A. Upon payment of the amount due, the Belrium tokens shall be released and returned to Belfrics.

 

F- 17

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Management’s annual report on internal control over financial reporting

 

Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2021. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of June 30, 2021, our internal control over financial reporting was not effective.

 

The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses which we identified in our internal control over financial reporting: (1) the lack of multiples levels of management review on complex accounting and financial reporting issues, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems.

 

We expect to be materially dependent upon third parties to provide us with accounting consulting services related to accounting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated financial statements which could lead to a restatement of those consolidated financial statements.

 

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

 

Limitations on Effectiveness of Controls

 

Our principal executive officer and principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

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Changes in Internal Control Over Financial Reporting.

 

We have made no change in our internal control over financial reporting during the fourth quarter of our fiscal year ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which he/she has served as such, and the business experience during at least the last five years:

 

Name and Address   Age   Date Appointed to Office   Position(s)
Robert Grinberg   50   January 13, 2021   Chairman and Chief Executive Officer
Victoria Rudman   53   January 16, 2017   Director and Chief Financial Officer
Dr. Charles Adelson   45   August 29, 2017   Director

 

The above listed officers and directors are not involved, and have not been involved in the past five years, in any legal proceedings that are material to an evaluation of their ability or integrity.

 

DESCRIPTION

 

Background Information about Our Officers and Directors

 

Robert Grinberg – Director, Chief Executive Officer

 

Robert Grinberg has more than 30 years of experience in the financial services industry. In 1997, Mr. Grinberg opened his own independent broker dealer, Program Trading Corp. Later he sold the Company to further the evolution of his business model by becoming a private investor and placing millions of dollars to work in various industries, ranging from oil and gas, healthcare, logistics, biotechnology, digital therapeutics to cannabis. Mr. Grinberg has been privately financing companies for almost 20 years and has extensive knowledge of securities trading, private placements, mergers and acquisitions, and public financing. Robert Grinberg was appointed CEO of Life Clips, Inc. on January 13, 2021 and is making monumental strides in advancing the Company’s strategic future plans.

 

In connection with his engagement as the Chief Executive Officer of the Company, the Company entered into an Executive Employment Agreement with Mr. Grinberg (the “Agreement”) on June 23, 2021. The Agreement is for a five-year term, beginning on the Effective Date and concluding automatically after five (5) years or upon the earlier termination of this Agreement. The Agreement provides that Mr. Grinberg will serve as the Company’s Chief Executive Officer and as a member of the Board.

 

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Pursuant to the Agreement, the Company will pay Mr. Grinberg an annual salary of $300,000 retroactive to February 1, 2021. Additionally, the Company shall promptly reimburse Employee for the following expenses: (a) An executive assistant at $3,000 per month starting July 1, 2021 (b) Rent reimbursement of $2,500 per month starting July 1, 2021 and (c) all other reasonably-documented business expenses that are incurred by Employee in the performance of his duties under this Agreement, including but not limited to travel expenses.

 

Employee shall also be entitled to annual and/or periodic bonuses, as determined by the Board of Directors of the Company acting in its sole and absolute discretion and those specific bonuses set forth as follows:

 

1. Yearly Bonus Upon the Execution hereof, the Employee shall be granted the following options:

 

a. options to purchase 5% of the issued and outstanding shares of the Company at the time of exercise. The option shall have a 5-year term and shall vest and be priced on the date hereof.

 

b. options to purchase 5% of the issued and outstanding shares of the Company at the time of exercise. The option shall have a 5-year term, shall be priced on the date hereof and shall vest upon the first anniversary of the Execution hereof.

 

c. options to purchase 5% of the issued and outstanding shares of the Company at the time of exercise. The option shall have a 5-year term, shall be priced on the date hereof and shall vest upon the second anniversary of the Execution hereof. Should the Employee be terminated for any reason other than Cause, then the above referenced Yearly Bonuses shall automatically vest on such termination date.

 

2. Bonus Compensation Milestones.

 

a. For each calendar year during the Term, in which the Company achieves the adjusted EBITDA

 

(1) targets set forth in the table below (each a “Milestone”), the Company shall pay to the Employee in restricted stock or restricted stock units of the Company, the corresponding value shares of the Company set forth in “Bonus” below:

 

Bonus     Milestone
$ 100,000     1st 1,000,000
$ 100,000     2nd 1,000,000
$ 100,000     3rd 1,000,000
$ 100,000     4th 1,000,000
$ 100,000     5th 1,000,000

 

b. Upon the Company meeting the Market Cap Milestones listed below and maintaining such market cap for a period of 22 consecutive trading days, the Consultant will be awarded that number of shares set forth in the column marked “Bonus.” Market Cap shall be based upon the value of all shares issued and outstanding during the period as used in the “Basic” earnings per share calculation.

 

Bonus (Shares)   Market Cap Milestone  
25,000,000   $ 10,000,000  
25,000,000   $ 15,000,000  
25,000,000   $ 20,000,000  
25,000,000   $ 30,000,000  
25,000,000   $ 50,000,000  

 

3. Stock Grant – Significant Transactions.

 

c. Upon the Company closing a Significant Transaction, as defined below, the Employee shall be granted that number of shares of common stock or a new series of preferred shares of the Company that is convertible into common stock of the Company equal to 10% of the of the value of all of the consideration, including any stock, cash or debt, of such completed transaction. The Employee can earn this grant of stock for each Significant Transaction closed by the Company during the Term of this Agreement.

 

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d. A “Significant Transaction” shall mean a licensing transaction, merger with or acquisition of an operating company in a strategic or synergistic line of business with that of the Company as determined by Consultant in his sole discretion, a financing or direct or indirect share issuance transaction involving the Company, which as a whole, provides cash flow or equivalent value to the Company in excess of $250,000 or the listing of shares of the Company on the NASDAQ Market, the NYSE American, CSE or other National or International Market.

 

e. Employee understands and acknowledges that shares earned in respect of a “Significant Transaction” as defined hereby will constitute restricted stock of the Company subject to the limitations on transfer and resale under U.S. securities law and regulation and the Company’s Equity Incentive Plan. Upon confirmation of the achievement of the milestone by the Board, the Consultant shall be delegated by the Board any and all authority necessary to direct the Company’s transfer agent to make the foregoing issuances without requiring further Board or approval or corporate action.

 

The background information presented above regarding Mr. Grinberg’s specific experience, qualifications, attributes and skills in addition to his reputation for integrity, honesty and adherence to high ethical standards are expected to benefit the Company as a member of its Board of Directors.

 

Victoria Rudman – Director, Chief Financial Officer

 

Ms. Victoria Rudman has been the Company’s Chief Financial Officer, Secretary, Treasurer and a Director since January 16, 2017, and its Interim Chief Executive Officer from April 3, 2018 through January 13, 2021. Ms. Rudman has over 25 years of professional experience in multiple aspects of leadership, operations, accounting, finance, taxation and fiscal management.

 

Ms. Rudman has spent most of her career in Fortune 50 global investment bank and retail brokerage firms as well as small cap public companies and startup ventures. She served as Chairman and CEO of Intelligent Living Inc. from 2011-2014. Previously, Victoria held various technology controllership positions at Morgan Stanley and acted as a Vice President at Bear Stearns and Director of Business Planning & Strategy at Visual Networks, where she was the lead project manager for the entire technology business enterprise, including IPO and strategic M&A. Victoria holds a Bachelor of Business Administration in Public Accounting from Pace University, Lubin School of Business.

 

In connection with her engagement as the Chief Financial Officer of the Company, the Company entered into an Executive Employment Agreement with Ms. Rudman (the “Agreement”) on June 23, 2021. The Agreement is for a nonrenewable three-year term. The Agreement provides that Ms. Rudman will serve as the Company’s Chief Financial Officer and as a member of the Board.

 

Pursuant to the Agreement, the Company will pay Ms. Rudman an annual salary of $150,000 retroactive to February 1, 2021. Employee shall also be entitled to annual and/or periodic bonuses, as determined by the Board of Directors of the Company acting in its sole and absolute discretion and those specific bonuses set forth as follows:

 

1. Yearly Bonus

 

a. Upon the Execution hereof, the Employee shall be granted a warrant to purchase 2% of the issued and outstanding shares of the Company at the time of exercise. The warrant shall have a 5-year term.

 

b. Upon the first anniversary of the Execution hereof the Employee shall be granted a warrant to purchase 2% of the issued and outstanding shares of the Company at the time of exercise. The warrant shall have a 5-year term.

 

c. Upon the first anniversary of the Execution hereof the Employee shall be granted a warrant to purchase 2% of the issued and outstanding shares of the Company at the time of exercise. The warrant shall have a 5-year term. Should the Employee be terminated for any reason other than Cause, then the above referenced Yearly Bonuses shall automatically vest on such termination date.

 

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2. Performance Bonus

 

a. As the Company relies on the Employee to perform due diligence on acquisitions thereby providing a valuable service to the Company outside the scope of her employment, upon the Company making an acquisition Employee shall be entitled to a bonus equal to 2% of the value of the acquisition. The value shall be equal to the amount paid by the Company in cash, stock or other consideration plus the value of any debt assumed.

 

b. The Board of Directors in its sole and absolute discretion may grant Employee additional bonuses not otherwise contemplated hereby.

 

Pursuant to the June 30, 2021 board resolution, Ms. Rudman received (i) $15,000 in cash and (ii) 33,995,000 common stock shares in book entry for settlement of all outstanding employee stock vesting, accrued salary and board fees since 2017.

 

The background information presented above regarding Ms. Rudman’s specific experience, qualifications, attributes and skills in addition to her reputation for integrity, honesty and adherence to high ethical standards are expected to benefit the Company as a member of its Board of Directors.

 

William Singer – Former Director resigned July 28, 2021

 

On July 28, 2021, William Singer submitted a letter of resignation from the Company’s Board of Directors, dated and effective as of July 15, 2021. The resignation was not the result of any disagreements with the Company. A copy of Mr. Singer’s resignation was filed as Exhibit 99.1 to the Form 8-K.

 

Pursuant to the June 30, 2021 board resolution, Mr. Singer was issued 8,050,000 common stock shares in book entry for settlement of all outstanding employee stock vesting, accrued salary and board fees since 2017.

 

Dr. Charles Adelson – Director

 

Dr. Charles Adelson graduated from the University of Central Florida in Orlando, where he received a B.S. in Micro and Molecular Biology. Dr. Charles Adelson went on to receive his Doctor of Medical Dentistry at Nova Southeastern University’s School of Dental Medicine. He continued his studies there after completing a three-year postdoctoral surgical residency with extensive training in implant placement, periodontal surgery, and regenerative bone therapy. Dr. Charles Adelson has participated in several medical missions sponsored by the Women of Hope. He traveled to both the inner cities and the rural areas of Jamaica, providing dental care to orphan children. In addition to dentistry and philanthropy, Dr. Adelson is as well an experienced businessman owning several commercial properties throughout South Florida.

 

Pursuant to the June 30, 2021 board resolution, Mr. Adelson was issued 3,000,000 common stock shares in book entry for settlement of all outstanding share issuances and board fees since 2016.

 

The background information presented above regarding Dr. Adelson’s specific experience, qualifications, attributes and skills in addition to his reputation for integrity, honesty and adherence to high ethical standards are expected to benefit the Company as a member of its Board of Directors.

 

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Family Relationships

 

Mr. Robert Grinberg is married to a sibling of Ms. Victoria Rudman. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

 

Committees of the Board of Directors

 

There are no committees of the Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons we believe that during the year ended June 30, 2021 all filing requirements applicable to our executive officers and directors, and persons who own more than 10% of our common stock were complied with except Ms. Rudman, Mr. Singer and Dr. Adelson failed to file a Form 3 or Form 4 as required under the 34 Act.

 

Code of Ethics

 

Our board of directors has not adopted a code of ethics but plans to do so in the future.

 

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Corporate Governance

 

Term of Office

 

Each director of our company is to serve for a term of one year ending on the date of subsequent annual meeting of stockholders following the annual meeting at which such director was elected. Notwithstanding the foregoing, each director is to serve until his successor is elected and qualified or until his death, resignation or removal. Our board of directors is to elect our officers and each officer is to serve until his successor is elected and qualified or until his death, resignation or removal.

 

Committees of the Board

 

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of Wyoming and our By-laws, as valid and effective as if they had been passed at a meeting of our directors duly called and held.

 

We currently do not have nominating or compensation committees or committees performing similar functions, nor do we have a written nominating or compensation committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our board of directors.

 

We do not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report.

 

Options/SAR Grants and Fiscal Year End Option Exercises and Values

 

On April 20, 2017, the Company approved the Life Clips, Inc. 2017 Stock and Incentive Plan (“the Plan”). The Plan provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards, and cash. The Plan allows for an issuance of a maximum of 20,000,000 shares of common stock, with awards made at the discretion of the board of directors. No awards have been made to date. The current management does not have any plans to issue stock options in the future to executive officers and directors.

 

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ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth information concerning the compensation of our named executive officers during Fiscal 2021 and 2020:

 

Name and Principal Position   Year   Salary ($)     Bonus ($)     Stock Awards ($)     Option Awards     Non-Equity Incentive Compensation ($)     Non-Qualified Deferred Compensation Earnings ($)     All Other Compensation ($)     Totals ($)  
Robert Grinberg, CEO(1)   2021   $ 300,000       -       -       -       -       -       -     $ 300,000  
Victoria Rudman, CFO(2)   2021   $ 150,000       -       -       -       -       -       -     $ 150,000  
Victoria Rudman, CFO and Interim CEO(3)   2020   $ 180,000       -       -       -       -       -       -     $ 180,000  

 

(1) In connection with his engagement as the Chief Executive Officer of the Company, the Company entered into an Executive Employment Agreement with Mr. Grinberg (the “Agreement”) on June 23, 2021. The Agreement is for a five-year term, beginning on the Effective Date and concluding automatically after five (5) years or upon the earlier termination of this Agreement. The Agreement provides that Mr. Grinberg will serve as the Company’s Chief Executive Officer and as a member of the Board.

 

Pursuant to the Agreement, the Company will pay Mr. Grinberg an annual salary of $300,000 retroactive to February 1, 2021. Additional information can be found under Item 10.

 

(2) In connection with her engagement as the Chief Financial Officer of the Company, the Company entered into an Executive Employment Agreement with Ms. Rudman (the “Agreement”) on July 1, 2021. The Agreement is for a nonrenewable three-year term, The Agreement provides that Ms. Rudman will serve as the Company’s Chief Executive Officer and as a member of the Board.

 

Pursuant to the Agreement, the Company will pay Ms. Rudman an annual salary of $150,000 retroactive to February 1, 2021. Additional information can be found under Item 10.

 

Compensation of Management. See Item 10 above under Background Information about Our Officers and Directors.

 

Option Grants. No option grants have been exercised by the executive officers named in the Summary Compensation Table.

 

Aggregated Option Exercises and Fiscal Year-End Option Value. There have been no stock options exercised by the executive officers named in the Summary Compensation Table.

 

Long-Term Incentive Plan (“LTIP”) Awards. There have been no awards made to named executive officers in the last completed fiscal year under any LTIP.

 

Compensation of Directors

 

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors.

 

As of July 1, 2021, the Company is no longer paying or accruing monthly fees to its directors.

 

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The following previously accrued fees from July 1, 2019 through June 30, 2021 were paid in stock on July 21, 2021:

 

Name  

Monthly

Amount

   

Total

Accrued

 
Victoria Rudman   $ 4,000     $ 96,000  
William Singer   $ 2,500     $ 60,000  
Charles Adelson   $ 2,500     $ 60,000  
                 
TOTALS   $ 9,000     $ 216,000  

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of June 30, 2021, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 1,322,822,904 common shares were issued and outstanding as of June 30, 2021.

 

Name and Address of Beneficial Owner(1)   Common Stock Beneficial Ownership     Percent of Class(2)     Outstanding Series A Preferred Stock (3)     Percent of Class  
Named Executive Officers and Directors:                                
Robert Grinberg(5)     -       -       3,000,000       60 %
Victoria Rudman(6)     33,995,000       2.57 %     1,000,000       20 %
William Singer(7)     11,050,000       0.84 %     -       -  
Dr. Charles Adelson(8)     3,000,000       0.23 %     -       -  
                                 
All executive officers and directors as a group (five people)     48,045,000       3.64 %     4,000,000       80 %
                                 
Other 5% Stockholders     None                          

 

Only included above are shares issued through June 30, 2021.

 

(1) All ownership is beneficial and of record, unless indicated otherwise.

 

(2) The Beneficial owner has sole voting and investment power with respect to the shares shown

 

(3) Each share of Series A Preferred Stock entitles the holder to 400 votes on all matters submitted to a vote of the Company’s stockholders.

 

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(4) Each share of Series B Preferred Stock entitles the holder to convert to common stock, following a one year holding period, at $1.00 per share or 80% of the average of the 5 lowest closing prices over the last 20 trading days.

 

(5) Robert Grinberg was issued Preferred Series A shares in accordance with Certificate of Action Without Meeting dated June 18, 2021.

 

(6) Victoria Rudman was granted 7,500,000 shares of restricted common stock on June 30, 2017; all of which have vested. Ms. Rudman’s employment contract ended on June 30, 2019. For settlement of this and all open and outstanding salary and board fee accruals, the Board consented on June 30, 2021 to (i) pay $15,000 in cash and (ii) issue 33,995,000 shares of the Company’s common stock.

 

Ms. Rudman’s Preferred Series A shares were issued in accordance with Certificate of Action Without Meeting dated June 18, 2021.

 

(7) William Singer was re-issued 3,000,000 shares on July 28, 2017 for prior year services. He was also granted 6,000,000 on August 31, 2017; all of which have vested. Mr. Singer’s employment contract ended on March 1, 2019. For settlement of this and all open and outstanding salary and board fee accruals, the Board consented on June 30, 2021 to issue 8,050,000 shares of the Company’s common stock.

 

Mr. Singer resigned from the Board of Directors on July 15, 2021.

 

(8) Dr. Charles Adelson was appointed as a director on August 29, 2017. Mr. Adelson was awarded a total of 1,000,000 stock options; all of which have vested. For settlement of this and all open and outstanding board fee accruals, the Board consented on June 30, 2021 to issue 3,000,000 shares of the Company’s common stock.

 

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Except for compensation arrangements discussed elsewhere in this Annual Report on Form 10-K below, since July 1, 2020, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds 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 of the following persons had or will have a direct or indirect material interest:

 

  (i) Any director or executive officer of our company;
     
  (ii) Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
     
  (iii) Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Our independent auditor, Accell Audit and Compliance, P.A. billed an aggregate of $22,500 for the years ended June 30, 2021 and 2020, for professional services rendered for the audit of the Company’s quarterly and annual consolidated financial statements.

 

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

 

PART IV

 

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

 

The following financial information is filed as part of this report:

 

(a) (1) CONSOLIDATED FINANCIAL STATEMENTS

 

(2) SCHEDULES

 

(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

   

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SIGNATURES

 

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 13.

 

  Life Clips, Inc.
     
  By: /s/ Victoria Rudman
    Victoria Rudman, Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

 

Signature   Title   Date
         
/s/ Victoria Rudman       October 13, 2021
Victoria Rudman   Chief Financial Officer and Director (Principal Financial and Accounting Officer)    
         
/s/ Robert Grinberg       October 13, 2021
Robert Grinberg   Chief Executive Officer and Chairman (Principal Executive Officer)    

 

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