Corrected amended filing
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Life
Clips,
Inc.
Request
to
Withdraw
Registration
Statement
on
Form
S-1
File
No.
333-213129
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “ Securities
Act
”), Life Clips, Inc. (the “ Company
”) hereby requests
that, effective as of the date hereof or at the earliest practicable date hereafter, the Securities and Exchange Commission consent to the withdrawal of the
Company’s Registration Statement on Form S-1 (File No. 333-213129), together with all exhibits thereto (collectively, the “ Registration
Statement
”). The
Registration Statement was originally filed on August 15, 2016 to register the resale of up to 73,139,663 shares of common stock (the “ Shares
”) by the company
and certain selling stockholders. The Shares are being removed from registration because they are no longer being offered or sold pursuant to the Registration
Statement. No securities were sold under the Registration Statement.
Thank you for your assistance with this matter. If you have any questions or comments concerning this request, please call our attorney, Jonathan Leinwand,
at (954) 903-7856.
Sincerely,
LIFE CLIPS, INC.
By: /s/ Victoria Rudman
Victoria Rudman
Chief Executive Officer
AI
