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I'm still pretty impressed that 222,500,000 shares of this stock traded on 12/27/16. It was the largest volume day in seven years. I wonder what that was about.
Yes, I agree with you.
So the original paragraph was not actually deleted. The eight new paragraphs were simply inserted ahead of it.
Also about this:
Yesterday the company filed it's 10-Q quarterly report. Today the company filed a 10-Q/A amended quarterly report, amending yesterday's report. I ran a document comparison on the two reports and found the changes. Most were minor, such as paragraph numbering and date changes to reflect the new filing date. None of the dollar figures, share counts, etc. were changed. But I did find these changes to page 18 of yesterday's 10-Q in Note 11, Subsequent Events. The first paragraph below which appeared in yesterday's 10-Q was removed from today's 10-Q/A and was replaced with the paragraphs that follow below it.
Original:
On March 1, 2017, in connection with William Singer’s engagement as Executive Vice President of Sales and Marketing of the Company, the Company granted to Mr. Singer a total of 6,000,000 shares of the Company’s unregistered Common Stock. 1,500,000 shares of the Common Stock will vest on March 1, 2018 and thereafter 250,000 shares of the Common Stock will vest each month thereafter.
Replaced with:
On various dates in February 2017, the Company entered into agreements with five third parties to issue up to a total of $450,000 of convertible promissory notes (the “Notes”). $15,000 in principal amount of Notes were issued to memorialize funds that had previously been provided to the Company, and the balance were, or are to be, issued for new funds being loaned to the Company. $135,000 of principal amount of Notes were issued at the initial closings in February, and $100,000 of principal amount of Notes were expected to be issued on March 1, 2017, but were not in fact issued and are currently expected to be issued shortly. The balance of the Notes are expected to be issued on April 3, 2017 ($100,000), May 1, 2017 ($50,000) and June 1, 2017 ($50,000). The Notes were issued pursuant to an exemption available under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.
The Notes carry interest of 10% per year, and are due and payable 1 year from the issuance date. The Company may prepay any amount outstanding under the Notes at a 50% premium, subject to the acceptance of the prepayment by the applicable noteholder.
Noteholders :
Edgestone Associates, Inc.
Longside Ventures, LLC
Summit Trading, Inc.
Susannah Forest
Taconic Group, LLC
Each noteholder has the right to convert the principal and accrued interest under the applicable Note into shares of common stock of the Company, at a conversion price equal to 50% multiplied by the lowest trading price for the common stock on the OTC Marketplace (or whichever market on which the common stock is trading) during the 20 trading-day period ending on the last complete trading day prior to the date of conversion. The Notes also provide that if the Company enters into any subsequent issuances of notes, etc., in which any third party has a conversion right at a lower price, or has a longer look-back period, then the conversion price and/or look-back period, as applicable, under the Notes will be adjusted to match those terms. The conversion is subject to a limitation that the holder may not covert the Note if doing so would result in such holder having beneficial ownership of more than 4.99% of the outstanding shares of common stock, provided that this limitation is waivable by the holder.
14
The conversion price subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalizations, reclassifications, extraordinary distributions and similar events.
As long as the Company has any obligations under the Notes, the Company may not, without the consent of each of the noteholders, (i) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of common stock; (ii) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors; or (iii) redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares.
It is an event of default under each Note if, among other items, if (i) the Company fails to pay principal or interest as due and such breach continues for a period of 5 days (ii) the Company fails to reserve a sufficient amount of shares of common stock as required under the terms of the Note and such breach continues for a period of 5 days), fails to issue shares of common stock to the noteholder as required by the Note; (iii) the Company breaches any material covenant or other material term or condition contained in the Note and any collateral documents and such breach continues for a period of 10 days after written notice thereof to the Company from the noteholder; (iv) any representation or warranty of the Company is false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the noteholder with respect to the Note; (v) the Company or any subsidiary of the Company makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee is otherwise appointed; (vi) any money judgment, writ or similar process is entered or filed against the Company or any subsidiary of the Company or any of its property or other assets for more than $25,000, and remains unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the noteholder; (vii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors are instituted by or against the Company or any subsidiary of the Company; (viii) the Company fails to maintain the listing or quotation of the common stock on the OTC Markets, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT; (ix) the Company fails to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and/or the Company ceases to be subject to the reporting requirements of the Exchange Act; (x) there occurs any dissolution, liquidation, or winding up of Company or any substantial portion of its business; (xi) the Company ceases operations or admits it is otherwise generally unable to pay its debts as such debts become due; (xii) the Company restates any financial statements filed by the Company with the SEC for any date or period from two years prior to the issuance date of the Note if the result of such restatement would constitutes a material adverse effect on the rights of the noteholder; (xiii) the Company effectuates a reverse split of its common stock without 20 days’ prior written notice to the noteholder; (xiv) the Company replaces its transfer agent, and the Company fails to provide prior to the effective date of such replacement, fully executed Irrevocable Transfer Agent Instructions signed by the successor transfer agent; (xv) the Company breaches or defaults with respect to any covenant or other term or condition contained in any of the other financial instrument issued by the Company to the applicable noteholder (after the passage of all applicable notice and cure or grace periods), provided that a default under this provision is at the option of the noteholder; or (xvi) the lowest trading price of the common stock on the OTC Markets or other applicable principal trading market for the common stock is equal to or less than $0.0001.
Upon any event of default, the Company is required to repay all amounts then due under the Note, at a 50% premium.
On March 1, 2017, in connection with William Singer’s engagement as Executive Vice President of Sales and Marketing of the Company, the Company granted to Mr. Singer a total of 6,000,000 shares of the Company’s unregistered common stock. 1,500,000 shares of the common stock will vest on March 1, 2018 and thereafter 250,000 shares of the common stock will vest each month thereafter.
Yesterday's 10-Q quarterly report
Today's 10-Q/A amended quarterly report
We've regained our "Current" status on OTC Markets, and our Morningstar rating is back to three stars.
OTC Markets
You're welcome. Seems to me that there is both reason for concern and reason for hope. I agree with Shift66 that the company may well be in reset mode. I'm encouraged that they are still at it despite recent difficulties. More information is needed. Fingers crossed.
Thanks, Bishop123. I rely on the public statements released by the company.
This is from page 6 of today's 10-Q:
Really glad to see it!
Lol. And you managed to beat me to it, even though I've been watching every day for weeks. :0\
Okay, so this was the hiring of William Singer as Executive Vice President of Sales and Marketing. I notice however that he has been with the company since April, 2016 in the position of "Senior Vice President of Sales", so this is actually a promotion of sorts. We still of course need the company to file its 10-Q quarterly report in order to become current again.
From today's 8-K:
"On March 1, 2017, Life Clips, Inc., a Wyoming corporation (the “Company”) named William Singer, age 45, as Executive Vice President of Sales and Marketing of the Company, and Mr. Singer was also named as a Director of the Company on the same date, following a resolution of the Board of Directors (the “Board”) of the Company to expand the size of the Board from 3 persons to 4 persons, and to name Mr. Singer to the newly created vacancy, in each case in accordance with the Bylaws of the Company.
"Mr. Singer is a Multi-Channel Retail Expert, an entrepreneur and investor, and has launched several successful businesses and products in retail, transportation, eCommerce, mobility, and services. Mr. Singer’s first startup was when he was 19 in 1991, which he ran for 20 years. It was a bus business called Bill’s Bus with a route from the university town in Santa Barbara to the downtown so that students didn’t drink and drive. He sold the business in 2011. Mr. Singer also worked with legendary investor, Louis Navellier. In his career, William has raised over $50 million.
"In 2012, Mr. Singer was President of Tru Connect LLC, a national provider of wireless voice, messaging, and data services. Mr. Singer’s sole position in the prior 5 years, other than with True Connect LLC (or with the Company), has been as the Managing Member of Summerland Advisors, LLC, a registered investment advisor in California, from 2012 to the present. He became involved with the Company in October 2015 as an advisor, and served as the Company’s vice president of sales from April 2016 through January 2017.
Mr. Singer has successfully launched products into major retailers including RadioShack, Best Buy, Target, Wal-Mart, QVC and Amazon.com. Mr. Singer has global contacts and significant experience in multi-channel retail, business, sales and marketing. The Board believes that Mr. Singer’s extensive experience in executive management and the other factors discussed herein make him uniquely suited and qualified to serve as a member of the Board and as the Company’s Executive Vice President of Sales and Marketing."
You're right, Intheknow1.
8-K filed today
The CEO's wife managed to get re-elected. They never seem to pay a penalty.
I had no idea Monarch Staffing Inc. had a subsidiary called Drug Consultants, Inc.. But apparently they did. Found it about midway down in this old Mimi Walters community property document from 2011. Looks like three subsidiaries, actually.
https://www.scribd.com/document/49985967/R-Walters-Mimi
These things usually do eventually.
New Somatic teacher training class in new location. Now in Wisconsin.
New training class
Me, too, Tripledog. Over time I averaged down, and am still holding quite a few.
You're welcome. Fingers crossed.
I feel the same way, and I agree with you that the new management team has the opportunity to turn things around. Frankly I suspect the 10-Q will be out soon. I wish the best for the company and its investors.
The extension was only a five-day extension. Extensions for 10-Q's are only for five days. The NT 10-Q form is a little confusing because it lists the extensions for several different forms, some of which are for fifteen days, and some of which are only for five days. 10-Q quarterly report extensions are only for five days. So we went delinquent after Feb 20th.
The original prescribed due date was Feb 15th. Here's the operative quote from the NT 10-Q that was filed on Feb 14th:
"The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;"
As I said earlier, I consider it a good sign that the company filed for an extension, rather than just letting the stock go delinquent. To me that indicates an intention on their part to try to stay current. But obviously it isn't a good sign that they failed to meet the extended due date of Feb 20th. This happened before last November as well. They went delinquent for nine days, but ultimately filed, and current status was restored.
Here is the NT 10-Q that was filed on Feb 14th requesting the extension.
They were nine days delinquent in November of last year. It wasn't good, but it wasn't the end of the world either. Once they filed they regained current status.
Thank you for that!
Sorry to disagree. Life Clips is already delinquent. See OTC Markets which now lists Life Clips as "delinquent".
The only part under the checked box that applies is the part about the Form 10-Q. It says that the 10-Q must be submitted within five days. The parts about the other forms 10-K, etc., do not apply to the 10-Q. The important word is "or".
"The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; OR the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;"
However, like you I expect that the 10-Q will be filed shortly. And that will restore us to current status.
I wish that were so, Powerbattles, but I'm afraid it is not. The checked box indicates that Form 10-Q quarterly reports must be filed on or before the fifth calendar day following the original due date. So we are delinquent.
[X]
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
And OTC Markets now lists us as delinquent. They have also dropped our Morningstar rating to one star.
[url][/url][tag]http://www.otcmarkets.com/stock/LCLP/filings[/tag]
But if it is any consolation, we missed the extension date and were delinquent once before for a few days, and then the form was filed late, restoring our status to current. And I suppose it is better that Life Clips at least filed for the extension. That would indicate that they intend to file the quarterly report, which is certainly better than not even bothering to get an extension. I hope and expect to see the 10-Q shortly. But it is definitely not good that the company can't seem to file on time.
Also of concern to me is the fact that the new CEO has not bothered to communicate with the shareholders in any way, not even to introduce himself. Reforms are clearly needed.
I hope that this ship is about to right itself. I want to see Life Clips succeed.
It's due five calendar days after the original due date. So it's due no later than today.
It's not late. It doesn't have to be filed now until the 20th.
A five-day extension has been filed for the 10-Q quarterly report which was due tomorrow. It is now due on Feb 20.
[X]
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;"
"Life Clips, Inc. requires additional time in order to fully compile the necessary financial information and adequately complete its financial statements required to prepare its Quarterly Report on Form 10-Q for the period ended December 31, 2016, and to ensure that complete, thorough and accurate disclosure of all material information is made in its Quarterly Report. The Registrant anticipates the filing of the Quarterly Report within the extension period provided."
Monday, February 20th is a market holiday, but the 10-Q will still be due that day.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11851676
The website has a good look, but they need to update the contact and management information which is still showing Gruder as CEO, and the old N. Carolina address.
There's no mention of Mobeego. The Mobeego site still shows the old N. Carolina address in its contact info, so it hasn't been updated either.
Aside from just the website the more urgent matter is updating shareholders. The new CEO needs to introduce himself, and disclose his goals and plans. We need to hear about what is happening with Mobeego, and a full update on Life Clips.
And the 10-Q quarterly report for the last quarter of 2016 is due in two days.
So fingers crossed.
I'm sure we're all hoping for the best for Life Clips investors.
OTC Markets has updated the company profile to reflect the new CEO, and the company website is working again. The company website needs some updating, however.
http://www.otcmarkets.com/stock/LCLP/profile
https://lifeclips.com/
Let's hope this is a new direction, Powerbattles. Best of luck to all.
I'm with you on that, Kano. And welcome aboard as new mod!
Form 8-K filed today. New CEO.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11829393
Excerpt:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2017, Stuart Posner resigned from his position as a Director of Life Clips, Inc., a Wyoming corporatin (the “Company”). The resignation was not the result of any disagreements with the Company.
On February 2, 2017, the Company named Huey Long as the Chief Executive Officer of the Company, and Mr. Long was also named as a Director of the Company to fill the seat on the Board of Directors (the “Board”) vacated by Mr. Posner.
Mr. Long, aged 48, received his Bachelor’s degree in from the University of Tennessee in 1995 where he majored in Psychology and Business and is a veteran of the United States Navy. He has spent over 25 years as an executive leader developing a global network with deep relationships at the world’s largest retailers and suppliers, and is known for his expertise in executive business management, merchandising, strategy, marketing and operations.
From May 2010 to August 2012, Mr. Long served as a Senior Vice President at Walmart Stores, Inc., a global retailer, where he was responsible for general merchandise operations and a General Merchandise Manager at Walmart’s Sam’s Club. From December 2012 to December 2013, Mr. Long was an Executive Vice President of Radioshack Corp., a retailer of electronics and related goods, where he was responsible for mobility merchandising, marketing, strategy and e-commerce operations. From May 2013 to December 2013, Mr. Long also served as a Director of Radioshack China. From April 2014 prior to joining the Company, Mr. Long was Chief Executive Officer of Panam.com, which is a company in the online travel business, and Memley Aviation Inc., which is in the aviation industry. None of these entities are a parent, subsidiary or affiliate of the Company, and Mr. Long does not currently serve on the Board, or any committees thereof, of any other publicly traded company. Mr. Long is not immediately related to any individual who has been employed by the Company or its affiliates as an executive officer or Director during the current or any of the past three years.
The Board believes that Mr. Long’s extensive experience in executive management and the other factors discussed below make Mr. Long uniquely suited and qualified to serve as a member of the Board and as the Company’s Chief Executive Officer. Specifically, Mr. Long Huey is known for his integrity, energy, passion for consumers, loyalty to associates, and relentless focus on results, and has extensive experience in building strong executive teams, with a laser focus on the customer. Mr. Long has significant experience in managing merchandising, operations, logistics and marketing complexities with incisive integration and analysis of information, and has a clear vision of emerging trends and of how value will be created now and in the future. Mr. Long’s financial acumen, while maintaining focus on overall financial outputs through key performance metrics, will be a material benefit to the Company and we grow our operations.
Mr. Long is active in numerous industry, trade and other groups, including the eCommerce On Line Marketing Experts Circle, Social Executive Council, Big Box Retail Professionals, Consumer Electronics Association, Consumer Electronics Independent Dealer Association, National Business Aviation Association, Aircraft Owners and Pilots Association and The Society of Experimental Test Pilots.
In connection with his engagement as the Chief Executive Officer of the Company, the Company entered into an Executive Employment Agreement with Mr. Long (the “Agreement”) on February 2, 2017. The Agreement is for a one year term, which automatically renews for successive additional one-year terms unless either Mr. Long or the Company notifies the other party that they do not wish the Agreement to so renew. The Agreement provides that Mr. Long 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. Long a salary of $300,000 annually, payable on a monthly basis with the first payment due on February 7, 2017. In addition, the Company granted to Mr. Long, effective as of February 2, 2017, a total of 15,500,000 shares of the Company’s unregistered common stock, par value $0.001 per share (the “Common Stock”) via two stock grants, one for 15,000,000 shares of unregistered Common Stock and one for 500,000 shares of unregistered Common Stock. 3,750,000 shares of Common Stock in the first grant will vest on August 2, 2017 and 3,750,000 shares of Common Stock in the first grant will vest on February 2, 2018. The balance of 7,500,000 shares of Common Stock will thereafter vest pro rata over the following 12 months.
The 500,000 shares in the second grant will vest shall vest on the Company achieving positive cash flow and meeting such other goals as determined by the Board.
The Agreement also provides that Mr. Long will be granted (i) 500,000 additional shares of stock (provided that the Board may increase this number) on each anniversary of the commencement of the agreement, with such shares to vest 50% on the first anniversary of such grant and 50% to vest on the second anniversary of such grant and (ii) each, year, in the event that Mr. Long does not at that time own 10% of the number of shares of Common Stock outstanding (counting all prior stock grants as vested), a number of shares of Common Stock sufficient to bring Mr. Long up to such 10% ownership.
If Mr. Long’s engagement is terminated by the Company without “Cause,” or by Mr. Long for “Good Reason,” (in each case as defined below) then a portion of the stock grants described above equal to a pro rata portion of the grants based on the time from February 2, 2017 to the date of termination, and assuming a 24-month vesting period, shall be deemed vested, and all other amounts shall be forfeited. If Mr. Long’s engagement is terminated by the Company with “Cause” or by Mr. Long without “Good Reason,” then all unvested portions of the stock grants described above as of the date of termination shall be forfeited.
“Cause” is defined as (i) a material violation of any material written rule or policy of the Company, a copy of which has been provided to Mr. Long for which violation any employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, and which Mr. Ling fails to correct within 10 days after he receives written notice from the Board of such violation; (ii) misconduct by Mr. Long to the material and demonstrable detriment of the Company; (iii) Mr. Long’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony; (iv) Mr. Long’s continued and ongoing gross negligence in the performance of his duties and responsibilities to the Company as described in the Agreement; or (v) Mr. Long’s material failure to perform his duties and responsibilities to the Company as described in the Agreement (other than any such failure resulting from the Mr. Long’s incapacity due to physical or mental illness or any such failure subsequent to Mr. Long being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either case after written notice from the Board to Mr. Long of the specific nature of such material failure and Mr. Long failure to cure such material failure within 10 days following receipt of such notice.
“Good Reason” is defined as (i) a significant diminution by the Company of Mr. Long’s role with the Company or a significant detrimental change in the nature and/or scope of Mr. Long’s status with the Company (including a diminution in title); (i) a reduction in Mr. Long’s base salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel (including all vice presidents and positions above) of less than 20%; (iii) at any time following a Change of Control (as defined in the Agreement), a material diminution by the Company of compensation and benefits (taken as a whole) provided to Mr. Long as compared to immediately prior to a Change of Control; (iv) the relocation of Mr. Long’s principal executive office to a location more than 50 miles further from Mr. Long principal executive office immediately prior to such relocation; or (v) any other material breach by the Company of any of the terms and conditions of the Agreement which the Company fails to correct within 10 days after the Company receives written notice from Mr. Long of such violation.
The Agreement also provides that in the event that the Company does not complete certain financing transactions to the approval of the Company’s Board of Directors within 180 days of the Effective Date, Mr. Long’s compensation may be reviewed and may be adjusted by the Board until suitable financing transactions have been completed.
The Agreement provides Mr. Long with customary additional benefits, and contains customary provisions related to confidentiality of Company information and ownership of Company intellectual property.
The description of the Agreement as set forth above is qualified in its entirety by reference to the full Agreement, which is attached hereto as Exhibit 10.1.
Thank you for that very honest assessment.
According to the 8-K filed two weeks ago, "As of this filing, the Board of Directors has not appointed a replacement for the position of Chief Executive Officer of the Company, but plans to do so as soon as is practical."
They need to update us.
It reports that the certificate has expired.
Yes, now I too am getting an error message when I try to get into the Life Clips website. "Certificate error". Apparently the certificate needs to be updated. I was able to get in five days ago, but not today. The Mobeego site still works, however.
Probably.
Don't know, Kano. They need to update us.
Mobeego website works as well.
Https://mobeego.com