UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~March~~April 316, 2022

Life Clips, Inc.

(Exact Name of Registrant as Specified in its Charter)

Wyoming

000-55697

46-2378100

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2875 Northeast 191 Street, Suite 500 - #218, Aventura, FL		33180
(Address of principal executive offices)		(Zip Code)

(800) 292-8991

(Registrant’s telephone number, including area code)

18851 NE 29th Ave., Suite 700 PMB 348, Aventura, FL 33180

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: N/A

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 78.01 ~~REGULATION~~Other ~~FD DISCLOSURE~~Events.

OnThe ~~March 29, 2022, Life Clips, Inc. (the “~~Company”) ~~held~~has apreviously ~~virtual~~entered ~~shareholders’~~into ~~update~~certain ~~webcast.~~convertible ~~Speakers~~promissory onnotes ~~the~~that ~~call include~~have ~~Robert~~been ~~Grinberg,~~reported ~~Life~~in ~~Clips’ CEO; Victoria Rudman,~~ the ~~Company’s~~aggregate ~~CFO;~~on ~~Praveen~~its ~~Kumar,~~financial ~~President of Belfrics and Board~~statements. ~~Member;~~The ~~and~~company ~~Manideep~~is ~~Gopishetty,~~hereby ~~President~~providing ~~Cognitive~~a ~~Apps~~breakdown ~~and Board Member. At the end~~ of ~~the~~those ~~call, members of Management answer questions submitted in advance by shareholders~~notes.

AEdgestone ~~copy~~Associates ofInc. (“Edgestone”) and Life Clips Inc. (the ~~conference~~“Company”) ~~call~~entered ~~transcript~~into isa ~~attached~~Convertible ~~hereto~~Promissory Note in the original principal amount of $700,000 dated May 13, 2016, as ~~Exhibit~~amended 99on August 11, 2017, and March 8, 2018, and a Convertible Promissory Note in the original principal amount of $250,000 dated February 17, 2017 (the “Edgestone Notes”).1 On November 30, 2018, Edgestone assigned $397,591.51 Anof ~~archived~~principal ~~version~~plus a pro-rata amount of accrued and unpaid interest to New Castle County Services Inc. (“New Castle”). On April 22,, 2021, Leviston Resources LLC acquired the ~~conference~~Edgestone ~~call~~Notes ~~webcast~~including isthat ~~available~~portion of the onNotes that had been assigned to New Castle. Leviston and the ~~Investor~~Company ~~Relations~~then ~~section~~entered into an amended and restated note in the principal amount of $2,298,976.14 (the “Leviston Note”) that was compromised of the Edgestone Notes, the amounts assigned to New Castle, and the accrued and unpaid interest thereon. On October 12, 2021, Leviston sold a portion of the Leviston note in the amount of $1,038,770.92 to Keystone Capital Partners LLC. Keystone and the Company’s ~~website~~then atentered ~~https://www~~into an amended and restated note for $1,038,770.~~lifeclips~~92.~~com/investors/events/~~ The Company and Keystone entered into the amended and restated note for the convenience of administration and no additional consideration was paid.

~~The~~On ~~information~~October ~~furnished under Item 7.01 and Item 9.01~~12, ~~including Exhibit 99.1 hereto~~2021, ofLeviston ~~this~~sold ~~Current~~a ~~Report~~portion ~~on Form 8-K shall not be deemed “filed” for purposes~~ of ~~Section~~the 18Leviston ofNote in the ~~Securities~~amount ~~Exchange Act~~ of ~~1934~~$794,354.24 ~~as amended, or otherwise subject~~ to ~~liabilities under~~Mastiff ~~that~~Group ~~Section,~~LLC. ~~nor~~The ~~shall~~Company itand beMastiff entered ~~deemed incorporated by reference~~ into ~~any~~the ~~registration~~amended ~~statement~~and orrestated ~~other~~note ~~filings~~in of the ~~Company made~~principal ~~under~~amount ~~the Securities Act~~ of ~~1933~~$794, ~~as amended, except as expressly set forth by specific reference in such filing~~354.24 ~~The~~for ~~furnishing of~~ the ~~transcript~~convenience isof ~~not~~administration ~~intended~~and tono ~~constitute a representation that such furnishing is required by Regulation FD or that the transcript~~additional ~~includes~~consideration ~~material~~was ~~investor information that is not otherwise publicly available~~paid.

~~Forward-Looking~~On ~~Statements~~July 1, 2021, Susannah Forest entered into a Convertible Promissory Note (the “July 2021 Note”) with the Company in the principal amount of $1,066,653.94, consolidating the following convertible promissory notes entered as of the dates indicated:

The accompanying conference call transcript contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements: (i) the initiation, timing, progress and results of the Company’s research, manufacturing and other development efforts; (ii) the Company’s ability to advance its products to successfully complete development and commercialization; (iii) the manufacturing, development, commercialization, and market acceptance of the Company’s products; (iv) the lack of sufficient funding to finance the product development and business operations; (v) competitive companies and technologies within the Company’s industry and introduction of competing products; (vi) the Company’s ability to establish and maintain corporate collaborations; (vii) loss of key management personnel; (viii) the scope of protection the Company is able to establish and maintain for intellectual property rights covering its products and its ability to operate its business without infringing the intellectual property rights of others; (ix) potential failure to comply with applicable health information privacy and security laws and other state and federal privacy and security laws; and (x) the difficulty of predicting actions of the government and its regulations. All forward-looking statements included in this press release are made only as of the date of this press release. The Company assumes no obligation to update any written or oral forward-looking statement unless required by law.

12/07/2015	$	250,000.00

04/27/2016	$	300,000.00

02/23/2017	$	50,000.00

03/17/2017	$	50,000.00

03/28/2017	$	50,000.00

~~ITEM~~The 9July 2021 Note included accrued interest and penalties.01 ~~FINANCIAL~~Forest ~~STATEMENTS~~subsequently ~~AND~~sold ~~EXHIBITS~~and assigned the July 2021 Note to Mastiff Group LLC on November 10, 2021. Mastiff then entered into an amended and restated convertible promissory note with the Company in the principal amount of $1,097,046.27 consisting of the principal plus accrued interest from the July 2021 Note. The Company and Mastiff entered into the amended and restated note for the convenience of administration and not additional consideration was paid.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Transcript of Life Clips, Inc. Virtual Shareholders’ Webcast held March 29, 2022 at 4:30 PM EST

The following exhibits are filed with this Current Report on Form 8-K.

Exhibit Number		Description

10.1		Convertible Promissory Note in the Principal Amount of $1,038,770.92 between Life Clips and Keystone Capital Partners LLC

10.2		Convertible Promissory Note in the Principal Amount of $1,097,046.27 between Life Clips and Mastiff Group LLC

10.3		Convertible Promissory Note in the Principal Amount of $794,354.24 between Life Clips and Mastiff Group LLC

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIFE CLIPS, INC.
Dated: March 31, 2022	/s/ Robert Grinberg
Dated: April 7, 2022	/s/ Robert Grinberg
	Robert Grinberg, Chief Executive Officer

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