Decentral Life, Inc 10-Q for FY2020 Q1

Decentral Life, Inc. (WDLF)

10-Q 2020-06-29 For: 2020-03-31

Added on April 09, 2026

About this 10-Q

Decentral Life, Inc filed this 10-Q on June 29, 2020, covering the quarter ended March 31, 2020 (FY2020 Q1).

Headline figures

Quarter ended March 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $71.56K; up 160.2% from $27.5K a year earlier
Net loss: $222.99K; compared with a net loss of $1.49M a year earlier

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		Page

	PART I — FINANCIAL INFORMATION	F-1
ITEM 1.	Consolidated Financial Statements	F-1
ITEM 1A.	Risk Factors	3
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	32
ITEM 4.	Controls and Procedures	32

	PART II — OTHER INFORMATION	34
ITEM 1.	Legal Proceedings	35
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
ITEM 3.	Defaults Upon Senior Securities	35
ITEM 4.	Mine Safety Disclosures	35
ITEM 5.	Other Information	35
ITEM 6.	Exhibits	35
	Signatures	36

Condensed Consolidated Balance Sheets		F-2

Condensed Consolidated Statements of Operations		F-3

Condensed Consolidated Statements of Stockholders’ Deficit		F-4

Condensed Consolidated Statements of Cash Flows		F-5

Notes to the Condensed Consolidated Financial Statements		F-6

	March 31, 2020 unaudited			December 31, 2019 unaudited
ASSETS
Current Assets:
Cash	$	6,367		$	6,057
Accounts receivable		47,500			20,500
Accounts receivable – related parties		212,500			257,500
Prepaid Expenses		7,303			20,933
Total Assets	$	273,670		$	304,990

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	35,067		$	15,724
Loans payable – related party		27,500			10,000
Other current liabilities		50,000			40,000
Deferred Revenue		20,333			29,396
Convertible debt plus accrued interest		475,422			616,179
Total Current Liabilities		608,322			711,299
Long Term Debt		-			-
Total Liabilities		608,322			711,299

Stockholders’ Equity (Deficit):
Common Stock A par value $0.001, 2,500,000,000 shares authorized, 556,248,107 and 125,358,319 shares issued and outstanding, respectively		556,263			140,791
Common Stock B, par value $0.00, 100,000,000 shares authorized, 25,000,000 and 0 shares issued and outstanding, respectively		-			-
Additional paid in capital		30,895,569			31,016,394
Common Stock to be issued		-			-
Common Stock Receivable		-			-
Preferred Stock par value $0.00, 5,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively		-			-
Accumulated deficit		(31,786,483	)		(31,563,493	)
Total Stockholders’ Equity (Deficit)		(334,652	)		(406,308	)
Total Liabilities and Stockholders’ Equity	$	273,670		$	304,990

	For the Three Months Ended March 31,
	2020			2019
Revenues:
Digital Subscriptions revenue		9,063			-
Licensing revenue		-			-
Licensing revenue – related parties	$	62,500		$	25,000
Advertising revenue		-			2,500
Digital marketing revenue		-			-
Sales returns		-			-
Total revenue		71,563			27,500
Costs of goods sold		2,064			1,531
Gross margin		69,497			25,969

Operating Expenses:
Compensation expense		166,478			300,678
Non-cash stock compensation - services		-			1,026,345
Stock based compensation - warrants		-			-
Sales and marketing		5,632			71,539
General and administrative		51,587			113,886
Total operating expenses		223,697			1,512,448

Income (Loss) from operations		(154,200	)		(1,486,479	)

Other Expenses:
Interest expense		28,500			1,010
Other expense		40,290			-
Total other expenses		68,790			1,010

Net Income (Loss)	$	(222,990	)	$	(1,487,489	)

Income (loss) per share, basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding, basic and diluted		(0.00	)		(0.01	)

	Preferred Stock				Common Stock B				Common Stock A				Additional Paid in			Common Stock to			Common Stock		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			be Issued			Receivable		Deficit			Total
Balance, December 31, 2018		-		-	-			-		117,817,319	$	117,817	$	27,763,019		$	25,000		$	-	$	(27,705,545	)	$	200,291
Common stock issued for services		-		-	-			-		3,750,000		3,750		1,207,595			-			-		-			1,211,345
Common stock issued for services to officers		-		-		-		-		500		49,500		-			-			-		-			50,000
Fair value of warrants issued		-		-		-		-		-		-		292,500			-			-		-			292,500
Common stock sold for cash		-		-		-		-	14.025,529			14,025		1,362,315			(25,000	)		-		-			1,350,340
Common stock from conversion of debt		-		-		-		-		284,373		284		9,716						-		-			10,000
Beneficial conversion feature		-		-		-		-		-		-		429,600						-		-			429,600
Common stock from warrant conversion		-		-		-		-		4,400		-		-			-			-		-			4,400
Net Loss for the year ended December 31, 2019		-		-		-		-		-		-		-			-			-		(3,857,948	)		(3,857,948	)
Balance, December 31, 2019		-		-		-		-		140,777,231	$	140,791	$	31,016,394			-			-		(31,563,493	)		(406,308	)
Common stock issued for service		-		-		-		-		-		-		-			-			-		-			-
Common stock issued to officers		-		-		25,000,000	$	-		-		-		-			-			-		-			-
Common stock issued to investors		-		-		-		-		415,470,876		415,471		(120,825	)		-			-		-			294,646
Common stock cancelled		-		-		-		-		-		-		-			-			-		-			-
Fair value of warrants issued		-		-		-		-		-		-		-			-			-		-			-
Net Loss for quarter ended March 31, 2020		-		-		-		-		-		-		-			-			-		(222,990	)		(222,990	)
Balance, March 31, 2020		-	$	-		25,000,000	$	-		556,248,107	$	566,263	$	30,895,559		$	-		$	-	$	(31,786,483	)	$	(334,652	)

	●	The Company cancelled all previously created preferred class of stock;

	●	The Company delivered newly issued, common stock shares equivalent to approximately 89.5% of its outstanding shares as a control block in exchange for 100% of the Buyer’s outstanding shares;

	●	The court appointed receiver sold its judgment to the Buyer and the Seller agreed to pay the receiver $30,000 and the equivalent of 9.99% of the outstanding stock (post-merger) of the newly issued unregistered exempt shares;

	●	The Company’s then officers and directors were terminated, and Kenneth Tapp and Andrew Rodosevich became its Chief Executive Officer/Director and Chief Financial Officer/Director, respectively;

	●	The Company effected a 5,000 to 1 reverse stock split effective April 11, 2016, with each shareholder retaining a minimum of 100 shares;

	●	The Company changed its name from Sew Cal Logo, Inc. to WeedLife, Inc, and then to Social Life Network, Inc. effective in Nevada on April 11, 2016;

	●	The Company changed its stock symbol from SEWC to WDLF;

	●	The Company decreased its authorized common stock shares from 2,000,000,000 shares to 500,000,000 shares, effective on March 17, 2016.

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:	Pricing inputs that are generally observable inputs and not corroborated by market data.

	(a)	any director or executive officer of our company;

	(b)	any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;

	(c)	any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and

	(d)	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

	Shares available to purchase with warrants		Weighted Average Price		Weighted Average Fair Value
			$	-
Exercisable, December 31, 2018		16,300,000	$	0.05	$	-
Issued		1,594,853		0.18	$	-
Exercised		8,800,020	$	0.00	$	-
Expired		-			$	-
Outstanding, December 31, 2019		9,904,853	$	.07	$	-

Exercisable, December 31, 2020		9,904,853	$	.07	$	-
Issued		1,594,853		-		-
Exercised		8,800,020		-		-
Expired		-		-		-
Outstanding, March 31, 2020		9,904,853	$	.07	$	-

Exercisable, March 31, 2020		9,904,853	$	.07	$	0.32

Note	Funding Date	Maturity Date	Interest Rate			Original Borrowing		Average Conversion Price		Number of Shares Converted		Balance at March 31, 2020
Note payable (A)	April 15, 2019	November 14, 2019		7	%	$	100,000		-		-	$	-
Note payable (B)	April 15, 2019	April 14, 2022		10	%	$	67,500		-		-		-
Note payable (C)	May 24, 2019	December 23, 2019		10	%	$	80,000	$	0.0002		68,472,728		69,484
Note payable (C)	July 3, 2019	February 2, 2020		10	%	$	80,000		-		-		80,000
Note payable (D)	June 12, 2019	June 11, 2020		12	%	$	110,000	$	0.0039		39,632,417		29,618
Note payable (E)	June 26, 2019	March 25, 2020		12	%	$	135,000	$	0.0016		147,250,000		53,649
Note payable (F)	August 7, 2019	August 6, 2020		10	%	$	100,000	$	0.0007		111,115,731		35,000
Note payable (G)	August 21, 2019	August 20, 2020		10	%	$	148,500	$	0.0002		49,000,000		44,582
Note payable (H)	January 28, 2020	January 27, 2021		10	%		63,000		-		-		63,000
Total								$	0.0014		415,479,876	$	375,333

Note	Funding Date	Maturity Date	Interest Rate			Original Borrowing		Average Conversion Price		Number of Shares Converted		Balance at March 31, 2020
Note payable (A)	April 15, 2019	November 14, 2019		7	%	$	100,000		-		-	$	-
Note payable (B)	April 15, 2019	April 14, 2022		10	%	$	67,500	$	0.0000		20,192,296		-
Note payable (C)	May 24, 2019	December 23, 2019		10	%	$	80,000	$	0.0002		250,709,092		59,461
Note payable (C)	July 3, 2019	February 2, 2020		10	%	$	80,000		-		-		80,000
Note payable (D)	June 12, 2019	June 11, 2020		12	%	$	110,000	$	0.0021		308,439,711		12,146
Note payable (E)	June 26, 2019	March 25, 2020		12	%	$	135,000	$	0.0005		174,250,000		50,139
Note payable (F)	August 7, 2019	August 6, 2020		10	%	$	100,000	$	0.0007		111,115,731		35,000
Note payable (G)	August 21, 2019	August 20, 2020		10	%	$	148,500	$	0.0001		151,300,000		41,001
Note payable (H)	January 28, 2020	January 27, 2021		10	%		63,000		-		-		63,000
Total								$	0.0007		1,016,006,830	$	340,747

	●	Emergence of competing websites and applications;

	●	Inability to convince potential users to join our network or that of our licensees;

	●	Technical issues related to mobile and desk top compatibility; and

	●	Rise in safety or privacy concerns.

	●	to elect or defeat the election of our directors;
	●	to amend or prevent amendment of our certificate of incorporation or by-laws;
	●	to effect or prevent a merger, sale of assets or other corporate transaction; and
	●	to control the outcome of any other matter submitted to our stockholders for a vote.

	●	May prevent the Board from being independent from management in its judgments and decisions and its ability to pursue the Board responsibilities without undue influence.

	●	May present us from providing a check on management, which can limit management taking unnecessary risks.

	●	Create potential for conflicts between management and the diligent independent decision-making process of the Board.

	●	Present the risk that our executive officers on the Board may have influence over their personal compensation and benefits levels that may not be commensurate with our financial performance.

	●	Deprive us of the benefits of various viewpoints and experience when confronting challenges that we face.

	●	The need for continued development of financial and information management systems;
	●	The need to manage strategic relationships and agreements with manufacturers, customers and partners; and
	●	Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage the business.

	March 31, 2020			December 31, 2019
	unaudited			unaudited
ASSETS
Current Assets:
Cash	$	5,500		$	5,500
Accounts receivable		10,500			10,500
Accounts receivable – related parties		32,500			32,500
Prepaid Expenses		3,261			4,658
Total Assets	$	51,761		$	53,158

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable	$	-		$	-
Accrued Expenses		-			-
Deferred Revenue		15,833			24,896
Intercompany due to parent		366,990			356,326
Total Current Liabilities		382,793			381,222
Long Term Debt		-			-
Total Liabilities	$	382,793		$	381,222

Stockholders’ Equity (Deficit):
Common Stock par value		15			15
Additional paid in capital		-			-
Common Stock to be issued		-			-
Common Stock Receivable		-			-
Preferred Stock par value		-			-
Total Stockholders’ Equity (Deficit)		(331,047	)		(328,078	)
Total Equity		(331,032	)		(328,063	)
Total Liabilities and Stockholders’ Equity	$	51,761		$	53,158

	Preferred Stock				Common Stock				Additional Paid		Common Stock to be		Common Stock		Accumulated
	Shares		Amount		Shares		Amount		in Capital		Issued		Receivable		Deficit			Total
Balance, December 31, 2019		-		-		1,500	$	15	$	-	$	-	$	-	$	(328,078	)		(328,078	)
Common stock issued for service		-		-		-		-		-		-		-		-			-
Common stock issued to officers		-		-		-		-		-		-		-		-			-
Common stock issued to investors						-		-		-		-				-			-
Common stock cancelled		-		-		-		-		-		-		-		-			-
Fair value of warrants issued		-		-		-		-		-		-		-		-			-
Fair value of beneficial conversion feature for convertible notes		-		-		-		-		-		-		-		-			-
Net Loss for three months ended Mar 31, 2020		-		-		-		-		-		-		-		(2,968	)		(2,968	)
Balance, March 31, 2020		-		-		1,500		15	$	-	$	-	$	-	$	(331,032	)	$	(331,032	)

	Consolidated			Social Life Network			MjLink.com
Revenue	$	71,563		$	62,500		$	9,063
Cost of Sales		2,065			1,283			783
Gross Margin		69,497			61,217			8,280
Operating Expenses		223,697			212,449			11,248
Loss from Operations		(154,200	)		(151,231	)		(2,968	)
Other Expenses		(68,790	)		(68,790	)		-
Net loss	$	(222,990	)	$	(220,022	)	$	(2,968	)

Exhibit Number		Description
31.1		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	SOCIAL LIFE NETWORK, INC.

Date: June 29, 2020	By:	/s/ Ken Tapp
		Ken Tapp
		Chief Executive Officer
		(Principal Executive Officer & Chief Executive Officer)

	By:	/s/ Ken Tapp
		Ken Tapp
		Chief Financial Officer
		(Chief Financial Officer/Chief Accounting Officer)

1.	I have reviewed this Quarterly Report on Form 10-Q of Social Life Network, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: June 29, 2020		/s/ Ken Tapp
		Ken Tapp, Chief Financial Officer/Chief Accounting Officer
		(Principal Financial Officer/Chief Financial Officer/Principal Accounting Officer)