Washington, D.C. 20549





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


Date of Report (Date of Earliest Event Reported): November 9, 2017


Life Clips, Inc.

(Exact Name of Registrant as Specified in its Charter)


Wyoming   000-55697   46-2378100

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


Harbour Centre, 18851 NE 29th Ave., Suite 700, Aventura, FL   33180
(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 (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))


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 [X]


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On November 9, 2017, Huey Long, the Chief Executive Officer of Life Clips, Inc. (the “Company”) and a member of the Company’s board of directors, notified the Company’s board of directors of his resignation as Chief Executive Officer and a director, effective November 24, 2017. Mr. Long sent a letter (the “Resignation Letter”), dated November 10, 2017, to the Company’s board of directors relating to his resignation in which he alleged that the Company’s “Miami-based convertible note holders continue to strengthen their grip on the Company” and indicated that he had not been paid by the Company since July 2017. In connection with his resignation, Mr. Long proposed that he and the Company enter into a mutual release agreement and that the Company execute a promissory note in Mr. Long’s favor. As of the date hereof, the Company has not entered into a mutual release agreement with Mr. Long and has not executed a promissory note in Mr. Long’s favor. A copy of the Resignation Letter is attached hereto as Exhibit 17.1.


The Company provided Mr. Long with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”), and provided Mr. Long with the opportunity to furnish the Company as promptly as possible with a letter addressed to the Commission stating whether or not he agrees with the statements herein and, if not, stating the respects in which he does not agree. If the Company receives such a letter from Mr. Long, the Company will attach a copy of the letter as an exhibit to an amendment to this Current Report on Form 8-K within two business days after receipt by the Company.


Item 9.01 Financial Statements and Exhibits.


  Description of Exhibit
17.1   Letter from Huey Long to the registrant dated November 10, 2017.







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.


Dated: November 15, 2017 /s/ Victoria Rudman
  Victoria Rudman, Chief Financial Officer






Exhibit 17.1


Huey Long

20W Nottingham Lane

Rogers, Arkansas 72758


Board Members

Life Clips Inc.

Via email


November 10, 2017


Dear Board Members


Please accept this letter as my two week notice of my formal resignation as CEO and as Director of Life Clips. My resignation will be effective on November 24, 2017, unless the board chooses to release me sooner, which I would welcome.


Since February, I have led the company in the best interest of all shareholders. Unfortunately, the Miami-based convertible note holders continue to strengthen their grip on the Company. As a result, I am no longer comfortable leading or certifying SEC documents on behalf of the Company. Also, I have not been compensated per my employment agreement since July, 2017.


Attached is a mutual release document and note for my compensation that is due to me. Please review and sign this release and note and return to me prior to November 17th or sooner as the Board may determine.




/s/ Huey Long  
Huey Long