The disclaimed letter to shareholders and recent events:
Here is a general recap of events over the last year. Below that are re-posts of the disclaimed "Letter to Shareholders" of 8/9/2018 and the Form 8-K filed with the SEC by Interim CEO Victoria Rudman disclaiming the letter.
The company had gone delinquent last year following the resignation of the CEO. In April of this year the company filed a delinquent annual report for last year, sparking speculation that the company intended to go current again.
More general filings followed earlier this year, further fueling that same speculation.
Recently rumors spread that Interim CEO Victoria Rudman intended to bring the company current again, and a great deal of DD was posted to the board supporting rumors of a possible merger, possibly with other companies with which she is or has been involved.
Then on 8/9/2018 a letter was posted on the EIN newswire site which appeared to be from Victoria Rudman, saying that the company would soon go current again, and was looking for a merger candidate. In fact the letter seemed to imply that a merger candidate had been selected. The letter did not appear on other major newswire sites, and was not signed by Victoria Rudman.
Sure enough, four days later the company filed three delinquent quarterly reports with the SEC, and went current again. The stock price soared.
But within days the aforementioned letter disappeared from the EIN website where it had originally been posted, and Victoria Rudman issued a Form 8-K with the SEC disclaiming the contents of the letter, saying that it had been posted by "an unknown party" and had not been authorized by the company. The stock price quickly crashed.
So while the letter and it's talk of finding a merger candidate have been disclaimed by the company, nevertheless the company did go current again on 8/13,2018, just four days after the letter appeared.
There has been some speculation on the board that Victoria Rudman or another company insider may have been directly involved in posting the aforementioned letter. Also it has been suggested that she should have acted sooner to disclaim the letter, while others have suggested that she has been extremely busy and may have been out of the country at the time on business. In her 8-K she states that she took action as soon as she was made aware of the letter.
There also has been speculation and some DD suggesting that the letter was posted by an outside party not involved with Life Clips who has done this sort of thing before to other companies. In my opinion a closer examination of the letter in question (copied below) reveals that it would be possible for an outside party uninvolved with the company to create and post such a letter based on publicly available information about Victoria Rudman and Life Clips, and by gleaning investor hopes, expectations and sentiments from reading public investor message boards such as this one where many investors had expressed expectations that the company would go current soon, and expressed hopes or expectations of a merger with a marijuana-based company. But that is just my opinion. Hopefully we will soon know more about where the disclaimed letter to shareholders originated.
As of today, 8/22/2018, speculation continues about a possible merger, as the company did not specifically say that it is not looking for a merger candidate. It simply disavowed the letter. Questions remain as to why the company has gone current again, and what is next. The company is current in its SEC filings. The next 10-K annual report will be due on 9/28/2108 which is 90 calendar days after the end of the second quarter.
Here is the Form 8-K filed by Victoria Rudman on 8/16/2018 disclaiming the news release: https://www.otcmarkets.com/filing/html?id=12922358&guid=__BEUnK33Xg1k3h
Item 8.01. Other Events
An unauthorized news release making statements about Life Clips was released by an unknown party on August 9, 2018. Life Clips did not authorize the news release and disclaims any statements made in the news release. The Company learned of the release on August 15, 2018 based upon an inquiry from a shareholder.
The news release was distributed through a news release distribution service that has since removed it from their site. It does not appear that the news release was widely disseminated or picked up by search engines or other news distributors.
And below is the purported "letter to shareholders" in question that was released on the EIN Presswire site, and later removed from the site and disclaimed by Life Clips:
AVENTURA, FLORIDA, UNITED STATES, August 9, 2018
/EINPresswire.com/ -- Life Clips, Inc. (OTC PINK:LCLP) (the “Company”) wishes to update shareholders as to recent events and to prepare them for several exciting activities that will transform Life Clips into a revenue producing, profitable company in the cannabis business. Life Clips is in discussions with a private company in the cannabis industry regarding an acquisition that will transform Life Clips into a quick growing cannabis company that investors will be proud to be a part of and to grow with.
Since becoming part of Life Clips, Inc. Management in January 2017, I have worked to execute the Company’s defined plan to expand into the cannabis businesses.
We believe cannabis is the most important medicinal plant on Earth and has the power to transform human health and wellness. With medical research and clinical data validating cannabis’ medicinal value, coupled with patients seeking safe alternatives for addictive prescription opioids and the American public wanting legal access, the future for Life Clips looks bright.
I want to take this opportunity to thank everyone at Life Clips, Inc. who has worked on identifying and selecting the new acquisition candidate that will bring exponential growth and value. And thank our shareholders for your patience and continued support during this process. Your time is now.
Aside from that, we have been working diligently with our accountants and legal representation to update our filing information on OTC Markets Pink to return the company to a "current" filing status and provide full transparency to our shareholders. A process that will be complete in the near future.
Again, the above "letter to shareholders" has been taken down from the EIN Presswire site and disclaimed by Life Clips.