Life Clips Inc (fka LCLP)

[Dolly Llama]

But that's my point. Huey Long's resignation was reflected in the 10K, even though it occurred after the annual report was due. You'll see his resignation below on November 24th. All major events occurring after the end of the second quarter last year but before the 10K annual report was filed late in April of this year were covered in 10K under Note 13 on page F-15.

Excerpt from the 10-K Annual Report, due 90 days after the end of the second quarter last year, filed late on April 4, 2018




NOTE 13. SUBSEQUENT EVENTS

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The company will evaluate subsequent events through the date of the issuance of the financial statements.

Effective as of July 24, 2017, and as disclosed the Form 8-K filed by the Company on August 2, 2017, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) from 300,000,000 shares of Common Stock to 800,000,000 shares of Common Stock.

Effective as of August 7, 2017, the Company amended its Articles of Incorporation by amending the Certificate of Designation for the Series A Stock to increase the number of votes that each share of Series A Stock has to 400 votes.

On September 19, 2017, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $30,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is August 30, 2018.

Effective as of September 26, 2017, the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) from 800,000,000 shares of Common Stock to 5,000,000,000 shares of Common Stock.

Effective as of November 24, 2017, Huey Long, the Company’s Chief Executive Officer and a member of its board of directors, resigned his position as an officer and director of the Company pursuant to a resignation letter dated November 10, 2017 as previously disclosed by the Company. The Company has accrued $75,000 through November 24, 2017 to reflect unpaid amounts to Mr. Long provided for in the February 2, 2017 employment agreement it entered into with Mr. Long.

On November 27, 2017, Seller, Company HK, Company Samoa and Donald Ruan entered into a Rescission and Mutual Release Agreement (the “Rescission Agreement”) pursuant to which the parties thereto agreed to rescind, ab initio, the Company’s June 22, 2017 acquisition of Company HK and Company Samoa pursuant to the SPA described in Note 1. As a result of the Rescission Agreement, the Acquisition is deemed not to have occurred, and the Note issued by the Company as partial consideration for the acquisition was terminated and rescinded ab initio , and will be of no further force or effect. The 10,000,000 shares were cancelled and returned to the Company.

Pursuant to the terms of the Rescission Agreement, Mr. Ruan resigned from all positions he held as a director or officer of the Company and any of its subsidiaries. In addition, the Employment Agreement entered into between the Company and Mr. Ruan was terminated, and Mr. Ruan waived any rights to the 500,000 shares of common stock that were to be issued by the Company pursuant to the Employment Agreement.

On September 25, 2017, Huey Long, on behalf of the Company, without Board approval, entered into a Mutual Release Agreement and 12% Promissory Note with Scott Silverman. The note was in a principal amount of $26,500 and matured on March 1, 2018. The Company is currently in negotiations with Mr. Silverman.

On November 16, 2017, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $15,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is November 16, 2018.

On January 19, 2018, the Company entered into an 18% Convertible Promissory Note with Crest Ventures LLC, an unaffiliated third party. The note was in a principal amount of $10,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is January 19, 2019. This leads me to wonder if this is why Victoria checked the "Yes" box, and what that will mean about what must be filed next.

On March 22, 2018, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $15,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is March 1, 2019.


On March 23, 2018, the Company entered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $15,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the five trading day period prior to the date of conversion. The note maturity date is March 1, 2019.

After year ending June 30. 2017, there were a total of 1,071,965,073 common stock shares issued.