United States securities and exchange commission logo





                             May 14, 2021

       Robert Grinberg
       Chief Executive Officer
       Life Clips, Inc.
       18851 NE 29th Avenue
       Suite 700
       Aventura, FL 33180

                                                        Re: Life Clips, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed April 30,
2021
                                                            Amendment No. 1 to
Offering Statement on Form 1-A
                                                            Filed May 3, 2021
                                                            File No. 024-11514

       Dear Mr. Grinberg:

              We have reviewed your offering statement and have the following
comment. In our
       comment, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response. After reviewing any amendment to your offering statement and
the information you
       provide in response to the comment, we may have additional comments.

       Amendment No. 1 to Offering Statement on Form 1-A

       General

   1.                                                   Please amend your
offering circular to provide the financial statements required by Part
                                                        F/S of Form 1-A.
               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.

                                                        We remind you that the
company and its management are responsible for the accuracy
 Robert Grinberg
Life Clips, Inc.
May 14, 2021
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       Please contact Christine Westbrook at 202-551-5019 or Celeste Murphy at
202-551-3257
with any other questions.



                                                           Sincerely,
FirstName LastNameRobert Grinberg
                                                           Division of
Corporation Finance
Comapany NameLife Clips, Inc.
                                                           Office of Life
Sciences
May 14, 2021 Page 2
cc:       Jonathan Leinwand, Esq.
FirstName LastName