Holders

As of October 14, 2016,February 10, 2020, there were 6466 record holders of our common stock, and there were 70,836,3341,259,831,337 shares of our common stock outstanding.

Penny Stock Rules

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Dividend Policy

We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

Recent Sales of Unregistered Securities

On December 7, 2015,September 19, 2017, the Company entered into a Securities Purchase Agreement and 10% Securedan 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party. The note was in a principal amount of $250,000,$30,000, and is convertible a price equal to seventy-five percent (75%) of the Volume Weighted Average Price (“VWAP”) for the five day period prior to the conversion date, with a minimum exercise price based on a $3,000,000 total market value of the Company and a maximum exercise price based on a $20,000,000 total market value of the Company.

On April 22, 2016, the Company entered into a 10% Convertible Promissory Note with an unaffiliated third party. The note was in a principal amount of $25,000, and is convertible a price equal to seventy-five percent (75%) of the VWAP for the five day period prior to the conversion date, with a minimum exercise price based on a $3,000,000 total market value of the Company and a maximum exercise price based on a $20,000,000 total market value of the Company.

On April 22, 2016, the Company entered into a 10% Convertible Promissory Note with an unaffiliated third party. The note was in a principal amount of $50,000, and is convertible a price equal to seventy-five percent (75%) of the VWAP for the five day period prior to the conversion date, with a minimum exercise price based on a $3,000,000 total market value of the Company and a maximum exercise price based on a $20,000,000 total market value of the Company.

On April 27, 2016, the Company entered into an Amended Securities Purchase Agreement and 10% Secured Convertible Promissory Note with an unaffiliated third party. The note was in a principal amount of $250,000, and is convertible a price equal to seventy-five percent (75%) of the Volume Weighted Average Price (“VWAP”) for the five day period prior to the conversion date, with a minimum exercise price based on a $3,000,000 total market value of the Company and a maximum exercise price based on a $20,000,000 total market value of the Company.

On May 13, 2016, the Company entered into a 10% Convertible Promissory Note with an unaffiliated third party. The note was in a principal amount of $700,000, and is convertibleat a price equal to fifty percent (50%) of the lowest trading price during the twenty tradingtwenty-trading day period prior to the date of conversion. The note maturity date is August 30, 2018.

On July 14, 2016November 16, 2017, the Company issued a promissory note toentered into an 18% Convertible Promissory Note with Long Side Ventures LLC, an unaffiliated third party,party. The note was in ana principal amount of $30,000. The note has a maturity date of October 14, 2016$15,000, and bears interest at 5% per annum.

On July 21, 2016 the Company issued a convertible promissory note to an unaffiliated third party, in an amount of $75,000. The note has a maturity date of March 30, 2017 and bears interest at 10% per annum. The outstanding and unpaid principal and interest under the note is convertible at any time into shares of common stocka price equal to fifty percent (50%) of the Company. The conversionlowest trading price isduring the amount equal to 75% of the volume weighted average price of the company’s common stock for a 5-daytwenty-trading day period prior to the conversion date.date of conversion. The note maturity date is November 16, 2018.

On September 22, 2016January 19, 2018, the Company issued a convertible promissory note toentered into an 18% Convertible Promissory Note with Crest Ventures LLC, an unaffiliated third party,party. The note was in ana principal amount of $225,000.$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 has a maturity date is January 19, 2019.

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 April 7, 2017$15,000, and bears interest at 10% per annum. The outstanding and unpaid principal and interest under this note is also convertible at any time into shares of common stocka price equal to fifty percent (50%) of the company.lowest trading price during the twenty-trading day period prior to the date of conversion. The conversionnote maturity date is March 22, 2019.

On March 23, 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 $0.35 per share, subjectMarch 23, 2019.

On April 18, 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 $20,000, and is convertible at a price equal to fifty percent (50%) of the lowest trading price during the twenty-trading day period prior to the date of conversion. The note maturity date is April 18, 2019.

On May 1, 2018, the Company entered into an 18% Convertible Promissory Note with Crest Ventures LLC, an unaffiliated third party. The note was in a minimum market capitalization provision.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 May 1, 2019.

These securities were issued in reliance on the exemption from registration provided by Sections 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled “Selected Financial Data” and our financial statements and related notes included elsewhere in this Information Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Information Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those described below. You should read the “Risk Factors” section of this Information Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Life Clips, Inc. (the “Company”) was incorporated under the laws ofin Wyoming on March 20, 2013 as Blue Sky Media Corporation. TheCorporation and its principal business was developing, financing, producing and distributing motion pictures and related entertainment products. Following the Company’s October 2, 2015 acquisition of Klear Kapture, Inc. (“Klear Kapture”), the Company was in thecontinued Klear Kapture’s business of developing productiona body camera and distributing motion pictures. On November 3, 2015, thean auditable software solution suitable for use by law enforcement. The Company changed its name to Life Clips, Inc. on November 3, 2015 in order to better reflect its business operations at the time.

On October 2, 2015,July 11, 2016, the Company completed a stock merger and exchange agreement with Klear Kapture, Inc. Pursuant to the termsits acquisition (the “Acquisition”) of all of the Share Exchange Agreement,outstanding equity securities of Batterfly Energy Ltd. (“Batterfly”), an Israel-based corporation that develops and distributes a single-use, cordless battery under the Company agreed to issue 38,037,120 shares of its unregistered common stock to the shareholders of Klear Kapture in exchangebrand name Mobeego for 10,000 shares of its common stock, representing 100% of its issueduse with cellular phones and outstanding common stock. As part of the Share Exchange, the Company purchased 107,261,000 shares of our common stock from its former executive officers and directors for a price of $345,000. Upon the effective date of the transaction, Klear Kapture becameother mobile devices. Batterfly is now a wholly owned subsidiary of Life Clips.

On June 10, 2016, we entered intothe Company. The Acquisition was completed pursuant to a Stock Purchase Agreement, withdated as of June 10, 2016 (the “Purchase Agreement”), among the Company, Batterfly Energy Ltd., and all of the shareholders of Batterfly. On July 11, 2016, the transaction closed.Batterfly, as amended.

On September 22, 2016, Life Clips, Inc. entered into a Trademark License Agreement with HP, Inc. PursuantFollowing the acquisition of Batterfly, we began to the Agreement, the Company has been granted a sublicense to use, reproduce and display the HP® trademarks in various territoriesfocus on HP® Branded Products, which are products that HP® has approved for sale and distribution.

On January 25, 2016, the Company effected a 11 for 1 forward stock split of its common stock.

Pursuant to our articles of incorporation, we are authorized to issue 320,000,000 shares of common stock, each having a par value of $0.001, with each share of common stock entitled to one vote for all matters on which a shareholder vote is required or requested. We are also authorized to issue 20,000,000 shares of Preferred Stock, of which no shares have been designated to any class, and no shares are currently issued or outstanding.

Limited Operating History; Need for Additional Capital

There is little historical financial information about us on which to base an evaluation of our performance. To date, we have generated minimal revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available we may be unable to continue operations.

Overview

The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:developing three synergistic businesses:

Plan of Operations

We planThe Company is currently pursuing alternative business opportunities. There has been limited activity due to manufacture and sell HP® branded products pursuanta delay in securing funding. The Company is working to our license agreement with HP®, as well asre-energize the newly acquired Mobeego products internationally usingbusiness within the current Mobeego distributors.next 12 months.

How We Generate Revenue

We expectIn May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 “Revenue Recognition.” ASU 2014-09 requires revenue recognition to recognize revenuesdepict the transfer of goods or services to customers in accordancean amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract, identifying the performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of the performance obligations. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and change in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 can be applied either retrospectively to each prior reporting period presented or retrospectively with the guidelinescumulative effect of initially applying the update recognized at the date of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

Under SAB 104, four conditions must be met beforeinitial application along with additional disclosures. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. The Company adopted the new revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurredguidance effective July 1, 2017. There was no material impact to the Company’s financial statements or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.financial statement disclosures.

General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping, customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

For the Years ended June 30, 20162018 and June 30, 20152017

The Company is reporting total revenue of $85,409 for the year ended June 30, 2018, of which only $871 was generated $534in the current year and the remaining was from revenue that was deferred at June 30, 2017. The Company generated $3,064 in revenue for the year ended June 30, 2016, which compares with revenue2017.

Cost of $2,783goods sold for the year ended June 30, 2015. Our revenues decreased during the year ended June 30, 2016 due to a decrease in the sales2018 was $0, which compares with cost of our products, which were limited to only online sales.

Costgoods sold of Goods Sold$109,289 for the year ended June 30, 2016 were $71,903, which compares with Cost of Goods Sold of $1,513 for the year ended June 30, 2015.2017. The increasedecrease in our cost of goods sold was related to expensesinsufficient funding for the development of our products.

Operating expenses, which consisted of finance costs,professional fees, licensing fees, management fees, payroll expenses, product development expenses, professional fees, consulting fees, marketing expenses, software fees and support, travelfinance costs, and general and administrative expenses, for the year ended June 30, 2016,2018, were $2,182,543.$403,885. This compares with operating expenses for the year ended June 30, 20152017 of $714,204.$1,492,703. The increasedecrease in operating expenses for the year ended June 30, 20162018 is related to a increasesinsufficient capital to continue operating activities, which resulted in all of our operating expenses, with the most notable increases being related to payroll, product development,decreases in professional fees, and softwarelicensing fees, management fees and support costs,payroll expense.

As a result of the foregoing, we had a net loss of $19,713,550$7,950,169 for the year ended June 30, 2016.2018. This compares with a net lossgain for the year ended June 30, 20152017 of $737,805.$4,579,151. The increase in our net lossdifference is primarily due to an increasea 2017 net gain in our expensesderivatives of $14,834,604 compared to a net loss of $6,324,518 for the year ended June 30, 2016 coupled with2018. This was also offset by a decrease in our gross profit.2017 loss of $6,223,500 on the acquisition of Batterfly Energy LTD and decreased amortization of debt discount.

In its audited financial statements as of June 30, 2016,2018, the Company was issued an opinion by its auditors that raised substantial doubt about the ability to continue as a going concern based on the Company’s current financial position. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop and market our products and our ability to generate revenues.

The Company anticipates introducing its new HP branded products in the first quarter of 2016. The new products are two compact action cameras targeted to retail audiences. The new cameras will have what we believe are unique features such as IR for night recording, live streaming, and two cameras that can film the same event simultaneously to get two perspectives of that event. The Company believes that multiple views and live streaming would be positive features of the camera based on trends in the Internet and video segments. The Company is focusing its efforts on these products for the success of continued operations. Non-acceptance by retailers would have a significant impact on continuing operations.

Liquidity and Capital Resources

As of June 30, 20162018, we had cash or cash equivalents of $469,233.$8,252. As of June 30, 20152017, we had cash or cash equivalents of $2,644.$91,672.

Net cash used infrom operating activities was $895,989$(193,420) for the year ended June 30, 2016.2018. This compares to net cash used infrom operating activities of $132,361$(985,095) for the year ended June 30, 2015.2017. The increasechange of $791,675 in our net cash used infrom operating activities for the year ended June 30, 20162018 was primarily due to a substantial increasechange in oura net loss from $737,805 to $19,713,550.of $7,950,169 vs. net income of $4,579,151, coupled with significant swings in derivative liabilities offset by the loss on Batterfly acquisition.

Cash flows used infrom investing activities was $240,000 for the year ended June 30, 2016, as compared to $0 for the year ended June 30, 2015. The increase in our cash used in investing activities was due2018, compared to our acquisitionthe Investment on Batterfly of Batterfly.

Cash flows provided by financing activities was $1,602,578$892,500 for the year ended June 30, 2016, which compares to cash2017.

Cash flows provided byfrom financing activities of $135,000was $110,000 for the year ended June 30, 2015.2018, which compares to cash flows from financing activities of $1,500,034 for the year ended June 30, 2017. The increasedecrease in our cash flows provided byfrom financing activities for the year ended June 30, 20162018 was due to an increasea decrease in proceeds from convertible notes.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Stock Transactions

On January 19, 2015, the Company received $50,000 cash from equity fund raising.

Pursuant to a consulting agreement with a non-related third party, we issued 3,190,000 shares on October 2, 2015 for a price of approximately $0.00318 per share (an aggregate of $10,150).

On October 2, 2015, the Company completed a stock merger and exchange agreement with Klear Kapture. Pursuant to the terms of the Share Exchange Agreement, the Company agreed to issue 38,037,120 shares of its unregistered common stock to the shareholders of Klear Kapture in exchange for 10,000 shares of its common stock, representing 100% of its issued and outstanding common stock. As part of the Share Exchange, the Company purchased 107,261,000 shares of our common stock from its former executive officers and directors for a price of $345,000. Upon the effective date of the transaction, Klear Kapture became a wholly owned subsidiary of Life Clips.

On June 10, 2016, we entered into a Stock Purchase Agreement with Batterfly, and all of the shareholders of Batterfly. On July 11, 2016, the transaction closed. As part of the transction the Company issued 10,000,000 shares to the Batterfly shareholders, with 5,000,000 shares being issued to the Batterfly shareholders at closing, and the remaining 5,000,000 shares being held in escrow, to be released 50% on the one year anniversary of the closing, and 50% on the date that the Company has sold an aggregate of 1,000,000 units of Batterfly’s products.

Stuart Posner, Wayne Thomas, and Charles Adelson were appointed as directors on August 29, 2016. Each of Mr. Posner, Mr. Thomas and Mr. Adelson shall receive a total of 1,000,000 stock options, with 250,000 of the options vesting as of August 29, 2016, and the remaining 750,000 options vesting equally over each subsequent 90 day period for three consecutive 90 day periods.

Stock Incentive Plan

On April 20, 2016,2017, the Company approved the Life Clips, Inc. 20162017 Stock and Incentive Plan (“the Plan”). The Plan provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock grants and units, performance units and awards, and cash. The Plan allows for an issuance of a maximum of 20,000,000 shares of common stock, with awards made at the discretion of the board of directors. No awards have been made to date. The Company plans to issue stock options in the future to executive officers and directors, including the Company’s sole officer and director, Robert Gruder.

Asset Purchase AgreementContractual Commitments

On October 2, 2015,For the year ending June 30, 2018, the Company completedhad several employment agreements with key officers that automatically renewed for a stock merger and exchange agreement with Klear Kapture, Inc. (“Klear Kapture”). Pursuant tosecond term (year 2), the following table summarizes the terms and related share grants: