PART II
EXPLANATORY NOTE
This Amendment to Form 1-A/A is being filed by Life Clips, Inc. solely for the purpose of amending and providing Exhibit 12.1. Accordingly, this Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the amended exhibit. The Offering Circular is unchanged and has therefore been omitted.
PART III — EXHIBITS
Exhibit Number | | Description |
| 2.1* | | Articles of Incorporation of Life Clips, Inc., as Amended |
| 2.2* | | Amended Bylaws of Life Clips, Inc. |
| 4.1* | | Form of Subscription Agreement for Common Stock |
| 6.1* | | Executive Employment Agreement, dated as of June 30, 2017, by and between Life Clips, Inc. and Victoria Rudman incorporated by reference to Form 10-K filed by Life Clips on July 11, 2-18 |
| 6.2* | | Amendment to Stock Purchase Agreement with Batterfly Energy Ltd. incorporated by reference to Form 8-K filed by Life Clips on July 7, 2016 |
| 6.3* | | Stock Purchase Agreement with Batterfly Energy Ltd., incorporated by reference to Form 8-K filed by Life Clips on June 14, 2016 |
| 6.4* | | Employment Agreement of William Singer incorporated by reference to Form 8-K filed by Life Clips on March 7, 201 |
| 11.1* | | Consent of Accell |
| 11.2** | | Consent of Jonathan D. Leinwand, P.A. as contained in Exhibit 12.1 |
| 12.1** | | Opinion of Jonathan D. Leinwand, P.A. |
**Filed herewith
*Incorporated herein by reference
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on July 19, 2021.
| | LIFE CLIPS, INC. |
| | |
| | By: | /s/ Robert Grinberg |
| | | Robert Grinberg |
| | | Chief Executive Officer |
This offering statement has been signed by the following persons in the capacities and on the dates indicated below:
| Signature | | Title | | Date |
| /s/ Robert Grinberg | | Director and Chief Executive Officer | | July 19, 2021 |
| Robert Grinberg | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Victoria Rudman | | Chief Financial Officer and Director | | July 19, 2021 |
| Victoria Rudman | | (Principal Financial and Principal Accounting Officer) | | |
| | | | | |
| /s/ William Singer | | Director | | July 19, 2021 |
| William Singer | | | | |
| | | | | |
| /s/ Dr. Charles Adelson | | Director | | July 19, 2021 |
| Dr. Charles Adelson | | | | |
