SEC – ‘UPLOAD’ from 8/17/22 re: Life Clips, Inc. – ‘TEXT-EXTRACT’

On:  Wednesday, 8/17/22, at 4:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-22-8812

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     39K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     8K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

August 17, 2022         

Robert Grinberg                                                   
Chief Executive Officer                                           
Life Clips, Inc.                                                  
2875 Northeast 191 Street, Suite 500 - #218                       
Aventura, FL 33180                                                

                                                    Re: Life Clips, Inc.
                                                          Offering Statement
on Form 1-A                                                                     
                                                          Post Qualification
Amendment No. 2                                                                 
                                                        Filed August 16,
2022                                                                            
                                                          File No. 024-11514

Dear Mr. Grinberg:                                                

            We have reviewed your amendment 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 this comment, we may have additional comments.

  Post Qualification Amendment No. 2 to Offering Statement on Form 1-A
filed August 16, 2022                                                           

General                                                           

1.                                                   We note your response
to comment 3 and reissue in part. Your audit report on page F-2                 
                                                     appears to only cover
the period ending June 30, 2021. Please amend the filing to have                
                                                       your auditor include an
audit report that covers both periods presented in the audited                  
                                                     financial statements.
Refer to Rule 2-02 of Regulation S-X.                                           
         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                                                                
      and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of                                                            
Robert Grinberg                                                               
Life Clips, Inc.                                                                
August 17, 2022                                                                 
Page 2                                                                          

action by the staff.                                                            

Please contact Jason Drory at 202-551-8342 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
August 17, 2022 Page 2                                                          
cc:       Jonathan D. Leinwand, P.A.                                            
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		8/17/22		UPLOAD
		8/16/22		1-A POS,  UPLOAD
		6/30/21		10-K,  NT 10-K,  UPLOAD
				List all Filings