February 7, 2022
United States Securities
and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
Attn: Michael Davis, Celeste Murphy
Washington, D.C. 20549
Re: | LIFE CLIPS, INC. |
Regulation A Offering Statement on Form 1-A
File No. 024-11514
Filed February 1, 2022
Dear Mr. Davis and Ms. Murphy:
Pursuant to Rule 252(e) promulgated under the Securities Act of 1933, as amended (the “Act”), Life Clips, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the above referenced Offering Statement on Form 1A, so that it may be qualified by 4:00 pm., Eastern Time on Wednesday, February 9, 2022, or as soon thereafter as is practicable.
We understand that the Commission has completed its review and has no further comments.
The Company is aware of its responsibilities under the Act, as they relate to this offering of securities. As requested, the Company further acknowledges that:
● | Should the Commission or the staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing; | |
● | The action of the Commission or the staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its responsibility for the adequacy and accuracy of the disclosures in the filing; and | |
● | The Company may not assert staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
If you have any questions, please contact our counsel, Jonathan Leinwand (954) 903-7856.
Thank you in advance for your assistance.
Very Truly Yours,
LIFE CLIPS INC. | ||
By: | /s/ Robert Grinberg | |
Robert Grinberg, Director and CEO |