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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2021

 

Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ________________ to ________________

 

Commission file number 000-55697

 

Life Clips, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Wyoming   3861   46-2378100

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

18851 NE 29th Ave.

Suite 700 PMB# 348

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

 

Registrant’s telephone number including area code: (800) 292-8991

 

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

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
         

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer Smaller reporting company
    Emerging growth company

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at November 24, 2021
Common Stock, $0.001 par value per share     1,742,171,460  

 

Indicate by check mark whether 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 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act.

 

 

 

 

 

 

LIFE CLIPS, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

 

    Page
PART I — FINANCIAL INFORMATION 3
     
Item 1. Consolidated Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
     
PART II — OTHER INFORMATION 19
     
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Properties 19
Item 3. Mining Safety Disclosures 19
Item 4. Other Information 19
Item 5. Exhibits 20
Signatures 21

 

2

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

 

 

Life Clips, Inc.

Consolidated Balance Sheets

 

    September 30, 2021     June 30, 2021  
    (Unaudited)     (Audited)  
ASSETS                
Current assets                
Cash   2,072,090     230,685  
Accounts Receivable     378,796       -  
Due from Related Party     -       34,271  
Other Current Assets     1,625,451       -  
Total Current Assets     4,076,337       264,956  
                 
Right-of-Use Asset     92,028       -  
Investments - Ehave Inc     19,211       38,422  
Property and Equipment, net     1,410,869       -  
Intangible Assets     43,752,524       -  
Total Assets   $ 49,350,969     $ 303,378  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                
Current Liabilities                
Accounts Payable     1,078,687       399,670  
Accrued Expenses and Interest Payable     91,028       521,521  
Deferred Revenue     25,000       50,000  
Due to Related Party     5,504,287       1,155,550  
Convertible Note Payable, less discount of $80,369 at June 30, 2021     -       3,582,872  
Convertible Note Payable - In Default     -       541,051  
Derivative Liability - Convertible Notes Payable     -       1,577,001  
Lease Liability    

56,968

      -  
Total Current Liabilities     6,775,970       7,827,665  
                 
Non-Current liabilities:                
Lease Liability, Long-Term    

35,060

       
Convertible Note Payable     4,369,895       -  
Contingent Liability, Long-Term     15,788,699       -  
Total Liabilities     26,949,624       7,827,665  
                 
Commitments and Contingencies (Note 10)     -       -  
                 
Shareholders’ Equity (Deficit)                
Preferred Stock - Series A ($0.001 par value; 5,000,000 shares authorized, 4,000,000 shares issued and outstanding)     4,000       4,000  
Preferred Stock - Series B ($0.001 par value; 5,760,000 shares authorized, 5,760,000 shares issued and outstanding)     5,760       5,760  
Preferred Stock - Series C ($0.001 par value; 3,500,000 shares authorized, 2,000,000 and zero shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively)     2,000       -  
Common Stock, ($0.001 par value; 5,000,000,000 shares authorized, 1,617,727,059 and 1,322,822,904 shares issued and outstanding, respectively)     1,617,727       1,322,823  

Common Stock To Be Issued

    44,332       125,032  

Additional Paid-In Capital

    54,115,388       23,866,298  

Accumulated Other Comprehensive Loss

    (93,354 )     (67,965 )

Accumulated Deficit

    (33,294,508 )     (32,780,235 )

Total Shareholders’ Equity (Deficit)

    22,401,345     (7,524,287 )
                 

Total Liabilities and Shareholders’ Equity (Deficit)

  $ 49,350,969     $ 303,378  

 

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

 

3

 

 

Life Clips, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMREHENSIVE INCOME/(LOSS)

For the Three Months ended September 31, 2021 and 2020

(Unaudited)

 

    For the three month     For the three month  
    period ended     period ended  
    September 30, 2021     September 30, 2020  
Revenues                
License Income   $ 25,000     $ -  
Other Revenues     20,574       -  
Total Revenues     45,574       -  
Cost of Goods Sold     -       -  
Gross Profit     45,574       -  
                 
Operating Costs:                
Professional Fees     237,679       81,655  
Payroll Expense     115,795       -  
Marketing Expense     50,000       -  
Travel and Meal Expenditures     25,846       -  
Other General and Administrative Expenses     33,129       971  
Total Operating Costs     462,449       82,626  
                 
Loss from Operations     (416,875 )     (82,626 )
                 
Other Income/(Expense):                
Interest Expense     (86,958 )     (93,603 )
Change in Fair Value of Derivative     1,577,001       7,103,673  
Forgiveness of Debt     15,525       -  
Loss on Impairment of Intangibles     (1,522,597 )     -  
Debt Discount Amortization     (80,369 )     -  
Total Other Income (Expense)     (97,398 )     7,010,070  
Income/(Loss) Before Income Taxes     (514,273 )     6,927,444  
Provision for Income Taxes     -       -  
Net Income/(Loss)   $ (514,273 )   $ 6,927,444  
                 
Other Comprehensive Loss:                
Foreign Currency Translation Adjustment     5,400       -  
Change in Fair Value of Investment     (30,789 )     -  
Comprehensive Loss   $ (539,662 )   $ 6,927,444  
                 
Earnings/(Loss) Per Share: Basic and Diluted   $ (0.0003)   $ 0.0055  
Weighted Average Number of Common Shares Outstanding: Basic and Diluted     1,472,824,710       1,259,831,337  

 

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

 

4

 

 

LIFE CLIPS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the three months ending September 30, 2021 and 2020

 

                                                                                                         
    Preferred - Series A     Preferred - Series B     Preferred - Series C     Common Stock    

Common Stock

To Be

   

Additional

Paid-In

   

Accumulated

Other

Comprehensive

    Accumulated    

Total

 Shareholders’ Equity

 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Issued     Capital     Loss     Deficit     (Deficit)  
Balances as of June 30, 2021     40,000,000     $ 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 )
Stock issued for Cash     -     -       -     -       -     -       208,333,333     208,333       -     2,916,667     -     -     3,125,000  
Stock Issued for Services     -     -       -     -       -     -       2,692,489     2,693       -     9,800     -     -     12,493  
Accrued Expenses Converted to Stock     -     -       -     -       -     -       46,045,000     46,045     -   907,530     -     -     953,575  
Common Stock Issued from Prior Periods     -       -       -       -       -       -       13,500,000       13,500       (80,700 )     67,200       -       -       -  
Debt Converted to Stock     -     -       -     -       -     -       24,333,333     24,333       -     335,667     -     -     360,000  
Belfrics Acquisition Shares     -     -       -     -       2,000,000     2,000       -     -     -     26,012,226     -     -      26,014,226  
Foreign Currency Translation Adjustment     -     -       -     -       -     -       -     -     -     -     5,400     -     5,400  
Change in Fair Value of Investment     -       -       -       -       -       -       -       -       -     -       (30,789 )     -       (30,789 )
Net Income     -       -       -       -       -       -       -       -       -     -       -       (514,273 )      (514,273 ) 
Balances as of September 30, 2021     40,000,000     $ 4,000       5,760,000     $ 5,760       2,000,000     $ 2,000       1,617,727,059     $ 1,617,727     $ 44,332     $ 54,115,388     $ (93,354 )   $ (33,294,508 )   $

22,401,345

 

    Preferred - Series A     Preferred - Series B     Preferred - Series C     Common Stock    

Common Stock

To Be

   

Additional

Paid-In

   

Accumulated

Other

Comprehensive

    Accumulated    

Total

 Shareholders’

 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Issued     Capital     Loss     Deficit     (Deficit)  
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 )
Net Income     -       -       -       -       -       -       -       -       -       -       -       6,927,444       6,927,444  
Balances as of September 30, 2020     1,000,000     $ 1,000       -     $ -       -     $ -       1,259,831,337     $ 1,259,831     $ 125,032     $ 9,218,935     $ -     $ (22,373,754 )   $ (11,768,956 )

 

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

 

5

 

 

Life Clips, Inc.

Consolidated Statement of Cash Flows

For the Three Months Ended

(Unaudited)

 

    September 30, 2021     September 30, 2020  
Cash Flows From Operating Activities:                
Net Income/(Loss)   $ (514,273 )   $ 6,927,444  
                 
Adjustments to Reconcile Net Income/(Loss) to Net Cash From Operating Activities:                
Changes in Fair Value of Derivative Liabilities     (1,577,001 )     (7,103,673 )
Stock Issued for Services     12,493       -  
Change in Fair Value of Investments     30,789       -  
Loss on Impairment of Intangibles     1,522,597       -  
Amortization of Debt Discount     80,369       178  
Gain on Forgiveness     (15,525 )     -  
Depreciation     17,019     -  
                 
Changes in Assets and Liabilities:                
Accounts Receivable     (10,000 )     -  
Accounts Payable     8,135       (3,781 )
Accrued Expenses and Interest Payable     (266,499 )     93,425  
Advance to Employees     (37,500 )     -  
Deferred Revenue     25,000       -  
Due to Related Parties     (295,424 )     75,000  
Due from Related Parties     34,271       -  
Net Cash From Operating Activities     (985,549 )     (11,407 )
                 
Cash Flows From Investing Activities:                
Purchases of Property and Equipment    

(377,823

)     -  
Net Cash Acquired on Acquisitions    

74,377

      -  
Net Cash From Investing Activities    

(303,446

)     -  
                 
Cash Flows From Financing Activities:                
Proceeds From Issuance of Stock     3,125,000       -  
Proceeds From Convertible Notes Payables     -       5,000  
Net Cash From Financing Activities     3,125,000       5,000  
                 
Effect of Exchange Rate on Cash     5,400       -  
                 
Net Change in Cash     1,841,405       (6,407 )
                 
Cash at Beginning of Period     230,685       12,160  
                 
Cash at End of Period   $ 2,072,090     $ 5,753  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid for:                
Interest   $ -     $ -  
Income Taxes   $ -     $ -  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash Paid for:                
Interest   $ -     $ -  
Income Taxes   $ -     $ -  
                 
Non-cash Investing and Financing Activities                
Accrued Interest Converted to Convertible Notes Payable   $ 525,602     $ -  
Convertible Notes Payable Converted to Common Shares   $

360,000

    $ -  
                 
Accrued Expenses Converted to Common Shares   $ 953,575       -  

 

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

 

6

 

 

Life Clips, Inc.

Footnotes to Consolidated Financial Statements

September 30, 2021

 

NOTE 1. ORGANIZATION AND OPERATIONS

 

Life Clips, Inc. (the “Company”) was incorporated in Wyoming on March 20, 2013.

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia, Canada 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 the Company, becoming a 100% wholly owned subsidiary.

 

On August 25, 2021, the Company closed its acquisition of Belfrics Holdings Limited and its related entities (collectively “Belfrics”). The new business of operating cryptocurrency exchanges and blockchain development services in Asia and Africa. Belfrics sold all of its issued and outstanding capital stock to the Company, becoming a 100% wholly owned subsidiary.

 

The Belfrics 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

 

Founded in 2014, Belfrics Belfrics internally developed a cryptocurrency digital exchange platform. 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.

 

7

 

 

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.

 

Foreign Currency Translation – The Companies’ subsidiaries have 7 different functional currencies in addition to U.S. Dollar, but its reporting currency is in U.S. Dollar. The currencies are Canadian Dollars, Euro, Indian Rupee, Kenyan Shilling, Malaysian Ringgit, Nigerian Naira, and Tanzanian Shilling. The balance sheet accounts are translated at exchange rates in effect at the end of the period and income statement accounts are translated at average exchange rates for the period. Translation gains and losses are included as a separate component of stockholders’ deficit.

 

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 $80,789 was recognized, decreasing the asset value to $19,211 at June 30, 2021.

 

Intangible Assets – The Company had no intangibles at June 30, 2021. At September 30, 2021, the Company’s intangible assets consisted of approximately $43.7 million of cryptocurrency that is recorded at historical cost and not amortized due to its indefinite life. In addition, the Company had an immaterial amount of other intangibles which are recorded at cost based on third party expenditures. The Company will begin amortizing the other intangibles over their estimated remaining useful life when it begins revenue-producing applications. Useful lives of intangible assets are determined after considering the specific facts and circumstances related to each intangible asset. Factors that will be considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the asset, the historical performance of the asset, the long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Indefinite life intangibles are reviewed for impairment when circumstances suggest there could be an impairment, but at least annually.

 

Property and Equipment – Belfrics property and equipment includes computers and software, furniture and fittings, and office equipment. Depreciation is provided based on the estimated useful life of assets on straight line basis which ranges from three years to five years.

 

Leases - The Company accounts for leases in accordance with ASU 2016-02, “Leases” (Topic 842). Based on this standard, the Company determines if an agreement is a lease at inception. Leases are included – right to use, current portion of lease liability, and operating lease liability, less current portion in the Company’s consolidated balance sheets. Finance leases are included in right-of-use assets, lease liability and lease liability, long-term in the Company’s consolidated balance sheets. 

 

As permitted under Topic 842, the Company has made an accounting policy election not to apply the recognition provisions to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short-term leases on a straight-line basis over the lease term.

 

Impairment of Long-Lived Assets – When facts and circumstances indicate that the carving value of long-lived assets may not be recoverable. management recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those Belfrics uses in its internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, it recognizes an impairment loss. The impairment loss recognized, if any, is the amount by interest charges) is less than the carrying amount, it recognizes an impairment loss. The impairment loss recognized, if any, is the amount by which the carving amount of the asset (or asset group) exceeds the fair value. Belfrics may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumption’s management believes hypothetical fair value of these assets, including discounted cash flow models, which are consistent with the assumption’s management believes hypothetical marketplace participants would use. The Company has not recorded any impairment expense on its long-lived assets as of September 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.

 

8

 

 

Fair Value of Financial Instruments – The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels of inputs to measure fair value:

 

  Level 1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
     
  Level 2 – Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – related party, approximate their fair values because of the short maturity of these instruments.

 

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 8). 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.

 

9

 

 

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 revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09 “Revenue from Contracts with Customers” (“Topic 606”). Revenue is recognized when a customer obtains control of promised goods or services.  In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.  Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

Commission revenue is recorded on a trade-date basis when the Company satisfies its performance obligation.  The Company receives commissions on cryptocurrency transaction initiated on its platform. Fees, investment advisory and administrative services revenue is recognized as the services related to the underlying assignment are completed.

 

Recently Issued Accounting Pronouncements – Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on the Company’s consolidated financial statements and related disclosures.

 

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 financial statements are issued. Pursuant to ASU 2010-09 of the FASB ASC, the Company, as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

10

 

 

NOTE 3. LEASES

 

In connection with the acquisition of Belfrics, Inc. on August 25, 2021, the Company acquired four facilities’ leases.

 

The properties’ location, square footage, lease commencement date, expiration date, terms and payments are as follows:

    Belfrics Holding Ltd     Belfrics International Ltd     Belfrics BT SDN BHD     Belfrics Kenya Ltd  
                         
Location     Suite B, Lot 3, Level 1, Lazenda Phase 3, OKK Abudllah, Labuan       Suite C, Lot 3, Level 1, Lazenda Phase 3, OKK Abudllah, Labuan       Suite E, Lot 3, Level 1, Lazenda Phase 3, OKK Abudllah, Labuan       11th Floor Unit 2, Mirage Tower 1, Westlands, Chiromo Road. Nairobi.  
Square Footage     300 sq ft       700 sq ft       300 sq ft       974 sq ft  
Lease commencement date     January 1, 2020       January 1, 2020       January 1, 2020       January 1, 2018  
Lease expiration date     December 31, 2022       December 31, 2022       December 31, 2022       April 1, 2023  
Lease terms     3 years       3 years       3 years       8 years  
Monthly lease payments   $ 840     $ 720     $ 720     $ 709  

 

Right-of-use asset is summarized below:

 

   

Belfrics

Holding Ltd

    Belfrics International Ltd     Belfrics BT SDN BHD     Belfrics Kenya Ltd     Total  
Office Lease   $ 11,225     $ 13,096     $ 11,225     $ 61,643     $ 97,189  
Less accumulated amortization     (685 )     (799 )     (685 )     (2,992 )     (5,161 )
Right-of-use, net   $ 10,540     $ 12,297     $ 10,540     $ 58,651     $ 92,028  
                                         

 

Operating lease liability is summarized below:

 

      Belfrics Holding Ltd       Belfrics International Ltd       Belfrics BT SDN BHD       Belfrics Kenya Ltd       Total  
Office Lease   $ 10,540     $ 12,296     $ 10,540     $ 58,652     $ 92,028  
Less: current portion     (2,148 )     (9,791 )     (8,392 )     (36,637 )     (56,968 )
Long term portion   $ 8,392     $ 2,505     $ 2,148     $ 22,015     $ 35,060  

 

Maturity of lease liabilities are as follows:   Belfrics Holding Ltd     Belfrics International Ltd     Belfrics BT SDN BHD     Belfrics Kenya Ltd     Total  
                               
Year ending June 30, 2022   $ 6,483     $ 7,564     $ 6,483     $ 28,659     $ 49,189  
Year ending June 30, 2023     4,322       5,042       4,322       31,843       45,529  
Total future minimum lease payments     10,805       12,606       10,805       60,502       94,718  
Less imputed interest     (265 )     (310 )     (265 )     (1,850 )     (2,690 )

Present Value of Payments

  $ 10,540     $ 12,296     $ 10,540     $ 58,652     $ 92,028  

 

NOTE 4. PROPERY AND EQUIPMENT

 

As of June 30, 2021, the Company had no property and equipment. Property and equipment as of September 30, 2021 consisted of the following:

 

    September 30, 2021  
Software Development Fees   $ 1,311,684  
Plant and Machinery     60,098  
Furniture and Fittings     36,210  
Computers and Software     19,896  
Accumulated Depreciation     (17,019 )
Total   $ 1,410,869  

 

NOTE 5. ACQUISITION OF SUBSIDIARIES

 

BELFRICS

 

On August 25, 2021, the Company acquired 100% of Belfrics in consideration of the issuance of 2,000,000 shares of the Company’s Series C preferred stock, with the opportunity to earn an additional 1,500,000 shares of the Company’s Series C preferred stock. The consideration paid for Belfrics had a face value of $20,000,000, with the opportunity to acquire an additional $15,000,000 face value of the preferred stock. Giving effect to the formula converting the preferred stock to common stock, the value of the consideration paid at the time of closing was $41,802,925.

 

Voting Rights. Majority voting control of the Company lies in the Series A Preferred (“Series A”). The 5,000,000 shares of Series A have voting power equal to 2 billion common shares. These shares are held by Robert Grinberg, the Company’s CEO and Victoria Rudman, the Company’s CFO. Therefore, even if all preferred shares and other dilutive instruments were converted to common shares, the Series holders would still have majority voting rights.

 

Board Composition. The Board of the Company consists of three people: Robert Grinberg, Victoria Rudman, and Charles Adelson. The principal of the Belfrics Entities has the right to be appointed to the Board. However, as of the date of filing, the original board of directors remains in place post-acquisition.

 

Executives/Senior Management. There was no change in senior management after the acquisition. Mr. Grinberg remains CEO and Ms. Rudman remains CFO. None of the Belfrics’ principals became an executive officer of the parent company.

 

Based on the forgoing management has determined that Life Clips, Inc. is both the legal and accounting acquirer as there was no change in control or management.

 

      1  
Consideration      
Series C Preferred Stock   $ 26,014,226  
Contingent Liability     15,788,699  
Preferred Shares   $ 41,802,925  
         
Fair value of net identifiable assets (liabilities) acquired:        
Cash   $ 74,377  
Other Current Assets     1,626,712  
Intangibles     45,447,674  
Property and Equipment     1,050,065  

Right-of-Use Asset

    97,189  
Total fair value of net identifiable assets   $ 48,296,017  
         
Accounts payable and accrued expenses   $ 335,452  
Due to Related Party     6,060,451  
Lease Liability     97,189  
Total fair value of net identifiable liabilities   $ 6,493,092  
         
         
Fair value of net identifiable assets (liabilities) acquired   $ 41,802,925  
         
Goodwill   $ -  

 

COGNITIVE APPS

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia, Canada 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 the Company, becoming a 100% wholly owned subsidiary.

 

In exchange for the acquisition, Cognitive Apps received the following consideration:

 

(a) Preferred Shares. Exchange each issued and outstanding share of Cognitive Apps common stock for 5,760,000 shares of Series B Preferred (“Series B”). The Series B 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 Series B shares, the previous Cognitive Apps 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.

 

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.

 

Pro Forma Disclosures

 

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Belfrics and Cogntive Apps for the three months ended September 30, 2021 and the year ended June 30, 2021 (Note the Company acquired Belfrics on August 25, 2021). The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on July 1, 2020. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

 

The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the three months ended September 30, 2021 and for the year ending June 30, 2021:

 

    September 30, 2021     June 30, 2021  
Revenues   $ 45,574     $ 170,897  
Net Loss     (535,324 )     (3,698,228 )
                 
Net loss per share- basic and diluted   $ (0.0004 )   $ (0.0029 )
                 
Weighted average number of shares of common stock outstanding- basic and diluted     1,472,824,710       1,259,831,337  

 

The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from July 1, 2020 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property and equipment and identifiable intangible assets acquired and the related estimated useful lives.

 

11

 

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

At June 30, 2021, $1,155,550 was due to related parties. As of September 30, 2021, $5,504,287 was due to related parties for Belfrics only and is primarily comprised of loans from the entities’ shareholders.

 

At June 30, 2021, the Company reported $34,271 due from related party, a Cog Apps shareholder. As of September 30, 2021 the amount has been repaid in full.

 

NOTE 7. CONVERTIBLE NOTES PAYABLE

 

Convertible Notes

 

As of September 30, 2021, the amount of the Company’s convertible notes in-default was reduced to $0, when compared to June 30, 2021 amount of $541,051, as follows:

 

Balance at September 30, 2021    

Balance at

June 30, 2021

    Due Date   Interest Rate at September 30, 2021    
$ -     $ 541,051     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 - at September 30, 2021, convertible into 0 shares not including interest.
  4,369,895       3,288,241     Range from 06/15/2023 to 07/01/23   8%   Conversion price equal to $0.01. At September 30, 2021, convertible into 434.5 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. At September 30, 2021, convertible into 0 shares not including interest.
$ 4,369,895     $ 4,204,292              

 

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. See Note 6 for further discussion.

 

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 $80,369 and $178 for the three months ended September 30, 2021 and 2020, respectively.

 

The debt discount was $0 and $80,369 at September 30, 2021 and June 30, 2021, respectively.

 

12

 

 

Future Commitments

 

At September 30, 2021 the Company has outstanding convertible debt of $4,344,896, which is due within the next 21 months.

 

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

 

As of September 30, 2021, the Company no longer has any derivatives.

 

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 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

 

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 three months ended September 30, 2020:

 

The financings giving rise to derivative financial instruments and the gain (loss) effects:   June 30, 2021  
Embedded derivatives   $ 7,103,673  
Total   $ 7,103,673  

 

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.

 

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  
Quoted market price on valuation date   $ 0.0046  
Range of effective contractual conversion rates   $ 0.0018  
Contractual term to maturity     NA  
Market volatility:        
Volatility     NA  
Risk-adjusted interest rate     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 year ended June 30, 2021 and as of September 30, 2021.

 

    -     Year Ended  
    September 30, 2021     June 30, 2021  
Balances at beginning of period   $ 1,577,001     $ 13,249,507  
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     (1,577,001 )     (7,274,230 )
                 
Balances at end of period   $ -     $

1,577,001

 

 

13

 

 

NOTE 9. EQUITY

 

Authorized Capital

 

On September 28, 2017, the Company filed Articles of Amendment authorizing 5,000,000,000 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.

 

Preferred Stock

 

Effective May 19, 2017, the Company amended its Articles of Incorporation to designate 1,000,000 shares, which increased to 5,000,000 on June 16, 2021, of preferred stock as Series A Preferred Stock, with a par value of $0.001 per share. Each share of Series A 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 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 has 400 votes on any matter submitted to the shareholders of the Company, and the Series A 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 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 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 held by that holder will be automatically cancelled and will revert to being authorized and unissued shares of Series A. The Series A is not convertible into any other class of shares of the Company.

 

Additionally, the Board authorized 5,760,000 shares of the Company’s Preferred Stock (“Series B”) pursuant to the acquisition of Cognitive Apps.

 

Each share of Series B 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 and shall be subject to adjustment as provided below. fair market value shall mean, as of any date of determination, 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.

 

In conjunction with the acquisition of Belfrics, the Company filed a designation authorizing and designating 3,500,000 shares of Series C Convertible Preferred Stock (“Series C”).

 

Each share of Series C 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 non-assessable shares of common stock (whether whole or fractional) that have a fair market value, in the aggregate, equal to the Series C conversion price.

 

The Series C conversion price shall initially be equal to $10.00 and shall be subject to adjustment as provided below. fair market value shall mean, as of any date of determination, 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.

 

14

 

 

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.

 

NOTE 10. COMMITMENTS 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.

 

NOTE 11. SUBSEQUENT EVENTS

 

On October 22, 2021, the Company entered into an intellectual property license agreement with Software Research Labs LLC, (“SRL”). In consideration of the mutual promises and covenants contained in the agreement, the parties agreed to the following:

 

  1. The Company is granted a license to use SRL technology in block chain technology for the crypto-currency industries. The Company shall have the right to enter into agreements with third parties to sub-license the technology, subject to SRL approval.
     
  2. Consideration was 8,333,333 shares of Company common stock.
     
  3. Term of agreement is for three years, beginning on January 8, 2022. There is a renewal option for successive 3-year terms at a cost of $250,000 payable in the common stock of the Company at a 25% discount to the market price, unless either party gives written notice of non-renewal to the other, at least 30 days before the end of the then-current term.

 

15

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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.

 

General Information about Our Company

 

Life Clips, Inc. (the “Company”) was incorporated in Wyoming on March 20, 2013.

 

On April 5, 2021, the Company closed its acquisition of Cognitive Apps Software Solutions, Inc. (“Cognitive Apps”, a developer of artificial intelligence (AI) applications for the healthcare industry and psychedelic research. Cognitive Apps was incorporated in British Columbia, Canada 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 the Company, becoming a 100% wholly owned subsidiary.

 

On August 25, 2021, the Company closed its acquisition of Belfrics Holdings Limited and its related entities (collectively “Belfrics”). The new business of operating cryptocurrency exchanges and blockchain development services in Asia and Africa. Belfrics sold all of its issued and outstanding capital stock to the Company, becoming a 100% wholly owned subsidiary.

 

The Belfrics 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

 

Founded in 2014, Belfrics Belfrics internally developed a cryptocurrency digital exchange platform. 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.

 

Recent Developments

 

On August 25, 2021, Belfrics sold all of its issued and outstanding capital stock to the Company, becoming a 100% wholly owned subsidiary

 

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

 

16

 

 

  (a) Preferred Shares. Exchange each issued and outstanding share of The Belfrics Entities common stock for $20,000,000 shares of Series C Preferred Shares, pursuant to the Designation set forth as Exhibit B.
     
  (c) Earn Out. Upon obtaining the milestones set forth on Schedule 2.1(c) the Sellers shall be entitled to up to an additional $15,000,000 of Series C Preferred Stock on a pro rata basis.

 

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.

 

Results of Operations for the Three Months Ended September 30, 2021 and 2020

 

For the three months ended September 30, 2021 and 2020, the Company had gross profit of $45,574 and $0, respectively.

 

Total operating costs were $462,449 compared with $82,626 for the three months ended September 30, 2021 and 2020 respectively. The decrease is directly related to higher professional fees, offset by lower general and administrative expenses.

 

Other Income (Expense) was $(97,398) when compared with $7,010,070 for the three months ended September 30, 2021 and 2020 respectively. This change is primarily due to a change in fair value of derivatives.

 

Net loss for the three months ended September 30, 2021 was $514,273 as compared to net income of $6,927,444 for the three months ended September 30, 2020.

 

The net income (loss) was primarily due to calculations of SFAS 123R, which requires that companies use a fair value method to value stock options and other forms of share-based payments and recognize the related compensation expense in calculating net earnings. SFAS 123R applies to all companies that have issued stock options and other stock-based compensation, whether the firm is a large public company with actively traded, liquid stock, a public company whose stock is thinly traded, or a private company.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2021 the Company had cash on hand of $2,072,090, total assets of $49,350,969, total liabilities of $26,949,624 and total shareholder’s deficit of $22,401,345.

 

The Company’s cash was generated from a series convertible notes issued to non-related third parties as well as Regulation A fund raising. The Company plans to raise additional working capital via additional notes or equity sales to ensure that it will have enough cash to fund its primary operation for the next twelve (12) months.

 

The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company’s September 30, 2021 period ended. The Company has not negotiated nor has available to it any other third party sources of liquidity.

 

17

 

 

Cash flows from operating activities for the three-month periods ended September 30, 2021 and 2020 were $(980,149) and $11,407, respectively. The change was primarily due to net loss being offset by changes in fair value of derivative liabilities.

 

Cash flows from investing activities totaled $(303,446) and $0 for the three-month periods ended September 30, 2021 and 2020, respectively. The increase was directly related to Belfrics purchases of property and equipment $(377,823), offset by net cash acquired on acquisitions of $74,377.

 

Cash flows from financing activities totaled $3,125,000 and $5,000 for the three-month periods ended September 30, 2021 and 2020, respectively. The $5,000 were proceeds from a convertible note payable.

 

Off-Balance Sheet Arrangements

 

The Company has no current off-balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2021. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were not effective.

 

Changes in internal controls

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

18

 

 

PART II - OTHER INFORMATION

 

Item 1. 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 1 A. Risk Factors

 

Not required for a Smaller Reporting Company.

 

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 Cognitive Apps 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 Belfrics Entities subsidiary’s main corporate operations are currently being conducted out of the Belfrics Holding Limited offices at Suite C, Lot 3, Level 1, Lazenda Phase 3, OKK Abudllah, Labuan. Belfrics holds seven leases in various locations for a price of $8,724 per month.

 

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

 

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 3. Mining Safety Disclosures

 

Not Applicable.

 

Item 4. Other Information

 

Not Applicable.

 

19

 

 

Item 5. Exhibits

 

Number   Exhibit
     
31.1*   Certification of Chief Executive Officer pursuant to Section 302
     
32.1*   Certification of Chief Executive Officer pursuant to Section 906
     
101.INS*   Inline XBRL Instance Document
     
101.SCH*   Inline XBRL Taxonomy Schema
     
101.CAL*   Inline XBRL Taxonomy Calculation Linkbase
     
101.DEF*   Inline XBRL Taxonomy Definition Linkbase
     
101.LAB*   Inline XBRL Taxonomy Label Linkbase
     
101.PRE*   Inline XBRL Taxonomy Presentation Linkbase
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

+ Management contract or compensatory plan

 

20

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

  Life Clips, Inc.
   
Date: November 24, 2021 By: /s/ Victoria Rudman
    Victoria Rudman
    Interim Chief Financial Officer (Principal Financial and Accounting Officer)

 

21

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