Washington, D.C. 20549










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


Date of Report (Date of earliest event reported): January 11, 2017


Life Clips, Inc.


(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)


333-198828   46-2378100
File Number)
  (IRS Employer
Identification No.)


233 S. Sharon Amity Road, Suite 201, Charlotte, NC 28211
 (Address of principal executive offices)                   (Zip Code)


(800) 292-8991


(Registrant’s telephone number, including area code)




(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:


[  ] 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))







Forward-Looking Statements


This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.


Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.


Item 8.01 Other Events.


On January 11, 2017, the Company received a default notice related to the Company’s Batterfly acquisition. On July 11, 2016, the Company entered into a Stock Purchase Agreement (the “Agreement”) with the sellers of Batterfly Energy, Ltd. Pursuant to the Agreement, and the related Promissory Note (the “Note”), the Company was to make an initial payment of $500,000 to the Batterfly sellers, with $250,000 being due on October 6, 2016 and $250,000 being due on February 13, 2017. The default letter states that the Company failed to pay the initial $250,000 payment on October 6, 2016, which began to accrue interest of 11% from October 6, 2016. In addition, the default notice states that the Company owes $20,000 in aggregate to two of the Batterfly shareholders related to consulting fees associated with the Batterfly acquisition. Finally, the default notice states that a payment of $250,000, as well as an additional payment of $20,000 must be paid by January 23, 2017. The Company is currently deciding how to proceed and respond to the default notice.


Item 9.01 Financial Statements and Exhibits.











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.


Date: January 13, 2017 By: /s/ Robert Finigan
    Robert Finigan, President