Decentral Life, Inc 10-Q for FY2022 Q2
Decentral Life, Inc. (WDLF)
About this 10-Q
Decentral Life, Inc filed this 10-Q on August 12, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $140K
- up 55.6% from $90K a year earlier
- Net income
- $59.24K
- compared with a net loss of $97.66K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from ____ to ____.
Commission File Number
(Exact name of small business issuer as specified in its charter)
(State
or other jurisdiction of |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Company’s telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ||
| Emerging growth company |
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The Company has common stock shares outstanding as of August 12, 2022.
TABLE OF CONTENTS
| Page | ||
| PART I — FINANCIAL INFORMATION | F-1 | |
| ITEM 1. | Financial Statements | F-1 |
| ITEM 1A. | Risk Factors | |
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| ITEM 3. | Quantitative and Qualitative Disclosures about Market Risk | 6 |
| ITEM 4. | Controls and Procedures | 6 |
| PART II — OTHER INFORMATION | 7 | |
| ITEM 1. | Legal Proceedings | 7 |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 8 |
| ITEM 3. | Defaults Upon Senior Securities | 8 |
| ITEM 4. | Mine Safety Disclosures | 8 |
| ITEM 5. | Other Information | 8 |
| ITEM 6. | Exhibits | 8 |
| Signatures | 9 |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
SOCIAL LIFE NETWORK, INC.
INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| F-1 |
SOCIAL LIFE NETWORK, INC.
BALANCE SHEETS
(unaudited)
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable – related party | ||||||||
| Total current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Cash overdraft | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable – related party | ||||||||
| PPP Loan | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common Stock par value $ shares authorized, and shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-2 |
SOCIAL LIFE NETWORK, INC
STATEMENTS OF OPERATIONS
(unaudited)
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | ||||||||||||||||
| Licensing and software revenue – related party | $ | $ | $ | |||||||||||||
| Total revenue | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Loss on the extinguishment of debt | ( | ) | ||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) from continuing operations | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Net loss from discontinued operations | ( | ) | ||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net income (loss) per share from continuing operations | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Diluted | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Net income (loss) per share from discontinued operations | ||||||||||||||||
| Basic | $ | $ | $ | ( | ) | |||||||||||
| Diluted | $ | $ | $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-3 |
SOCIAL LIFE NETWORK, INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021
(unaudited)
| Shares | Amount | Shares | Amount | Capital | Deficit | Totals | ||||||||||||||||||||||
| Common Stock B | Common Stock A | Additional Paid In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Totals | ||||||||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss from discontinued operations | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss from continuing operations | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Issuance of common stock in connection with: | ||||||||||||||||||||||||||||
| Conversion of convertible notes | - | |||||||||||||||||||||||||||
| Private placement | - | |||||||||||||||||||||||||||
| MJLink spinoff adjustments | - | ( | ) | |||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Cancellation of shares issued in prior years | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Net loss from discontinued operations | - | |||||||||||||||||||||||||||
| Net loss from continuing operations | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Totals | ||||||||||||||||||||||
| Common Stock B | Common Stock A | Additional Paid In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Totals | ||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-4 |
SOCIAL LIFE NETWORK, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
| 2022 | 2021 | |||||||
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows used in operating activities | ||||||||
| Net profit (loss) from continuing operations | $ | $ | ( | ) | ||||
| Net loss from discontinued operations | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Loss on the extinguishment of convertible promissory notes | ||||||||
| Gain on sale of discontinued assets | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable -related party | ( | ) | ( | ) | ||||
| Prepaids | ( | ) | ||||||
| Cash overdraft | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows provided by financing activities | ||||||||
| Proceeds from the sale of common stock – private placement | ||||||||
| Proceeds from related party loans | ||||||||
| Payment for related party loans | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash information: | ||||||||
| Common stock issued in satisfaction of convertible notes payable | $ | $ | ||||||
| Cancellation of shares issued in prior years | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-5 |
SOCIAL LIFE NETWORK, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2022
(unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Social Life Network or Decentral Life is referred to in the following financial notes as the “Company.”
Organization
The Company is a Technology Business Incubator (TBI) that provides tech start-ups with seed technology development and executive leadership, making it easier for start-up founders to focus on raising capital, perfecting their business model, and growing their network usership. The Company’s seed technology is an artificial intelligence (AI) powered social network and Ecommerce platform that leverages blockchain technology to increase speed, security and accuracy on the niche social networks that it licenses to the companies in its TBI.
On or about August 16th, 2021, the Company formed a new division, Decentral Life, to focus entirely on developing a global decentralized social network and cryptocurrency project.
The decentralized social networking platform aims to replace the Company’s existing cloud-based SaaS that is licensed to the Company’s TBI Licensees. Decentral Life launched the first of many smart contracts on the Ethereum blockchain that work toward achieving the Company’s goal to build a decentralized global social networking platform. A smart contract is a computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contract.. Our first smart contract was launched on the Ethereum blockchain, thereby defining the Company’s WDLF utility token.
On or about December 1st, 2021, the Company began changing its company name from Social Life Network to Decentral Life and started doing business as Decentral Life while the name change was processed by the state of Nevada. On or about March 1, 2022, the state of Nevada completed the name change filing, from Social Life Network, Inc. to Decentral Life, Inc. The Company filed a Definitive Information Statement on June 25, 2022 ratifying the name change, which was approved by the Company’s Board of Directors and by a majority shareholder consent vote.
Corporate Changes
On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changed its name to Sew Cal Logo, Inc., and moved our domicile to Nevada, at which time our common stock became traded under the ticker symbol “SEWC”.
In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the “Receivership”).
On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the “Agreement”) with the buyer, Life Marketing, Inc., a Colorado corporation (the “Buyer”), its subsidiaries and holdings, and all of the Buyer’s securities holders. The Company acted through the court-appointed receiver and White Tiger Partners, LLC, its judgment creditor. The Agreement provided that the then current owners of the private company, Life Marketing, Inc., become the majority shareholders, pursuant to which an aggregate of common stock shares were issued to the Company’s officers.
| F-6 |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)
Corporate Changes (continued)
On
September 20, 2018, the Company incorporated MjLink.com, Inc. (“MjLink”), a Delaware Corporation. On February 1, 2020, MjLink. filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28,
2020. On January 1, 2021, the Company ceased operating MjLink as a division; MjLink continued operations as an independent company, in
return for MjLink issuing the Company
On
March 4, 2020, the Company’s Board of Directors (the “Board”) increased its number of authorized shares of Common Stock
from to Common Stock Shares
Effective March 4, 2020, the Board authorized the issuance of Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million () votes and have no equity, cash value or any other value.
On
May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (“Amended Articles”) in Nevada to increase
its authorized shares from to Shares and our Preferred Shares from to Shares.
On December 11th, 2020, the Company filed a Form 8-K stating that the Company would not be executing the Reverse Stock Split, which Reverse Stock Split expired on March 31st, 2021 pursuant to the May 8, 2020 Amended Articles described immediately above.
Effective
March 28, 2021, the Company’s Board the issuance of Class B Common Stock Shares to Ken Tapp, its Chief Executive Officer,
in return for his services as the Company’s Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal
to votes and have no equity, cash value or any other value.
The Company’s Business
The Company is a Technology Business Incubator (TBI) that, through individual licensing agreements, provides tech start-ups with seed technology development, legal and executive leadership, makes it easier for start-up founders to focus on raising capital, perfecting their business model, and growing their network usership. The Company’s seed technology is an artificial intelligence (“AI”) powered social network and Ecommerce platform that leverages blockchain technology to increase speed, security and accuracy on the niche social networks that the Company licenses to the companies in its TBI. Decentral Life is a division of Social Life Network, that is working on a Decentralized Social Networking project, and has launched a WDLF Token on the Ethereum blockchain.
| F-7 |
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)
The Company’s Business (continued)
From 2013 through the first half of 2021, the Company added niche social networking tech start-ups to its TBI that target consumers and business professionals in the Cannabis and Hemp, Residential Real Estate industry, Space industry, Hunting, Fishing, Camping and RV’ing industry, Racket Sports, Soccer, Golf, Cycling, and Motor Sports industries.
Each of the Company’s TBI licensees’ goal is to grow their network usership to a size enabling sale to an acquiring niche industry company or taking the TBI licensee public or helping them sell their company through a merger or acquisition.
Using the Company’s state-of-art AI and Blockchain technologies that are cloud-based, its licensees’ social networking platforms learn from the changing online social behavior of users to better connect the business professionals and consumers together. The Company also utilizes AI in the development and updating of its code, in order to identify and debug its platform faster, and be more cost effective.
On or about August 16th, 2021, the Company formed a new division to focus entirely on developing a global decentralized social network and cryptocurrency project, named Decentral Life.
The decentralized social networking platform aims to replace the Company’s existing cloud-based SaaS that is licensed to its TBI Licensees. Decentral Life launched the first of many smart contracts on the Ethereum blockchain that work toward achieving the Company’s goal to build a decentralized global social networking platform. A smart contract is a computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contract or an agreement. The Company’s first smart contract was launched on the Ethereum blockchain, defining its WDLF utility token.
On or about December 1t, 2021, the Company began the process of changing its company name from Social Life Network to Decentral Life and started doing business as Decentral Life while the name change was processed by the state of Nevada. On or about March 1st, 2022 the state of Nevada completed the name change filing, from Social Life Network, Inc. to Decentral Life, Inc. The Company filed a Definitive Information Statement on June 25, 2022 ratifying the name change.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.
| F-8 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash.
Cash and cash equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On June 30, 2022 and December 31, 2021, the Company’s cash equivalents totaled $-
Accounts Receivable
Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when considered necessary. Any allowance for uncollectible amounts is evaluated quarterly.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| 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. |
The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of June 30, 2022 and December 31, 2021.
| F-9 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition
The Company follows paragraph 605-15-25 of the FASB Accounting Standards Codification for revenue recognition when the right of return exists. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) The seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product. If the buyer does not pay at time of sale and the buyer’s obligation to pay is contractually or implicitly excused until the buyer resells the product, then this condition is not met., (iii) The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) The buyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of future returns can be reasonably estimated.
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
On
December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act
that among other things, reduced corporate tax rates to
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Stock-based Compensation
The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.
| F-10 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
Recently issued accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
The
Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets
and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of June 30, 2022 the Company
had $-
NOTE 4 – RELATED PARTY TRANSACTIONS
Other
than as disclosed below, there has been no transaction,
| (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 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. |
| F-11 |
NOTE 4 – RELATED PARTY TRANSACTIONS (continued)
The
Company’s related party revenue year-to-date for Fiscal Year 2021 was $
The
Company paid 1 of its Advisors, Vincent (Tripp) Keber, $
From
January 1, 2021 through December 31, 2021, Kenneth Tapp, from time-to-time, provided short-term interest free loans totaling $
As
noted in Note 8, the Company completed a December 31, 2020 Division Spin-Off Agreement (“Spin-Off Agreement) between MjLink.com,
Inc. (“MjLink”) and the Company s whereby the Parties agreed that the Company would cease our operating MjLink as our cannabis
division. and going forward MjLink would conduct its own operations (the “Spin-Off”). The Company recorded a loss from discontinued
operations of $-
NOTE 5 – SALES RETURNS
For the period ended June 30, 2022, the Company did not issue any credit memos.
NOTE 6 – STOCK WARRANTS
During
the six months years ended June 31, 2022 and the year ended December 31, 2021 the Company did not grant any warrants. Currently, the
Company has the remaining
SCHEDULE OF RANGE EXERCISE PRICES
| Range of Exercise Prices | Number Outstanding 6/30/2022 | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||
| $ | $ | |||||||||
| F-12 |
NOTE 7 – COMMON STOCK AND CONVERTIBLE DEBT
Common Stock
Class A
For the year ended December 31, 2021 the Company issued or cancelled the following shares:
| ● | Lenders
converted their debt into common shares at an average of $ | |
| ● | Canceled shares issued in prior years at par value, for a total value of $. | |
| ● | Issued shares upon the exercise of warrants | |
| ● | Issued
shares and raised $ |
As of June 30, 2022 and December 31, 2021 there were shares issued and outstanding.
Class B
Effective March 4, 2020, the Company’s board of directors authorized the issuance of Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as its Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million () votes and have no equity, cash value or any other value.
Effective March 28, 2021, the Company’s Board authorized the issuance of Class B Common Stock Shares to Ken Tapp, its Chief Executive Officer, in return for his services as the Company’s Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to votes and have no equity, cash value or any other value. As of the date of this filing, the Company’s our Chief Executive Officer controls approximately in excess of 98% of shareholder votes via its issuance of Class B Shares to Ken Tapp, thereby controlling over votes.
As of June 30, 2022 and December 31, 2021, there are shares of Class B shares outstanding.
Preferred Stock
As of June 30, 2022 and December 31, 2021, the Company had shares of preferred stock authorized with preferred shares outstanding.
Based on a unanimous vote of the Company’s r directors, the Company designated shares of Cumulative Convertible Preferred A shares. On July 6, 2021, the Certificate of Rights and Preferences for those shares was approved. Each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares if and only if, the Company become listed on the New York Stock Exchange (NYSE) or NASDAQ, and shall have liquidation rights over other series of Preferred Stock. As of March 31, 2022, no Preferred A shares have been issued.
| F-13 |
NOTE 7 – COMMON STOCK AND CONVERTIBLE DEBT (continued)
Convertible Debt and Other Obligations
Convertible Debt
As
of June 30, 2022 and December 31, 2021 the Company had $-
| (A) | On
May 24, 2019, the Company completed a | |
| (B) | On
June 12, 2019, the Company completed a | |
| (C) | On
June 26, 2019, the Company completed a | |
| (D) | On
August 21, 2019, the Company completed a |
Other Obligations
For
the six months ended June 30, 2022, Kenneth Tapp, from time-to-time provided short-term interest free loans of $
On
March 12, 2021, MjLink.com relieved all its $
| F-14 |
NOTE 8 -DISCONTINUED OPERATIONS
The
Company completed a December 31, 2020 Division Spin-Off Agreement (“Spin-Off Agreement) between MjLink.com, Inc. (“MjLink”)
and the Company whereby the Parties agreed that the Company would cease operating MjLink as its cannabis division. and going forward
MjLink would conduct its own operations (the “Spin-Off”). The Company recorded a loss from discontinued operations of $
SCHEDULE OF DISCONTINUED OPERATIONS
| Six months ended June 30, 2022 | Six months ended June 30, 2021 | |||||||
| Operating loss | $ | $ | ( | ) | ||||
| Income(loss) before provision for income taxes | $ | $ | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss | $ | $ | ( | ) | ||||
| F-15 |
COVID-19 RELATED RISKS
The outbreak of the coronavirus may negatively impact our business, results of operations and financial condition.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.
The outbreak of the COVID-19 may adversely affect our customers or subscribers and have an adverse effect on our results of operations.
Further, the risks described above could also adversely affect our potential licensee’s financial condition, resulting in reduced spending by our licensee to pay us our license fees. Risks related to an epidemic, pandemic, or other health crisis, such as COVID-19, could negatively impact the results of operations of one or more of our l licensees or potential licensee operations. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our licensees and our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.
Certain historical data regarding our business, results of operations, financial condition and liquidity does not reflect the impact of the COVID-19 pandemic and related containment measures and therefore does not purport to be representative of our future performance
The information included in this Annual report on Form 10-K and our other reports filed with the SEC includes information regarding our business, results of operations, financial condition and liquidity as of dates and for periods before and during the impact of the COVID-19 pandemic and related containment measures (including quarantines and governmental orders requiring the closure of certain businesses, limiting travel, requiring that individuals stay at home or shelter in place and closing borders). Therefore, certain historical information therefore does not reflect the adverse impacts of the COVID-19 pandemic and the related containment measures. Accordingly, investors are cautioned not to unduly rely on such historical information regarding our business, results of operations, financial condition or liquidity, as that data does not reflect the adverse impact of the COVID-19 pandemic and therefore does not purport to be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, or our business.
Since the onset of Covid-19 in March 2020 we have experienced material decreases in our revenues
Since March 2020 we have experienced material decreases in our revenues and results of operations due to Covid-19. Should this downward Covid-19 related trend continue, our revenues and results of operations will continue to be materially and negatively impacted.
THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED ABOVE AND BELOW.
| 3 |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
Overview
We are a Nevada corporation formed on August 30, 1985. Our headquarters are in Englewood, Colorado. We have been engaged in our current business model since June of 2016, as a result of our having been discharged from a receivership and acquiring Life Marketing, Inc., which was in a different industry as our previous business.
We have experienced recurring losses and negative cash flows from operations since inception, including in our current business model. We anticipate that our expenses will increase as we ramp up our expansion, which likely will lead to additional losses, until such time that we approach profitability, or which there are no assurances. We have relied on equity and debt financing to fund operations to-date. There can be no guarantee that we will ever become profitable, or that adequate additional financing will be realized in the future or otherwise may be available to us on acceptable terms, or at all. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our expansion efforts. We will need to generate significant revenues to achieve profitability, of which there are no assurances.
Trends and Uncertainties
Our business is subject to the trends and uncertainties associated with expansion of niche industry social networks and ecommerce solutions are increasing in popularity and availability. At some point, industry saturation of technology solutions that we provide to, and support for TBI participant tech startup companies will make it more difficult for our business model to expand. This will force us to innovate new technology solutions, which will undoubtedly cost more money to fund.
| 4 |
Going Concern
The Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of June 30, 2022 the Company had $-0- of cash on hand an accumulated deficit of $33,511,966 and used cash of $5,931. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its generating profitable operations in the future and/or to obtain the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next year with the public issuance of common stock and related party loans. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved or that it will succeed in its future operations. The Company’s financial statements do not include any adjustments that may result from the outcome of these uncertainties.
We will attempt to overcome the going concern opinion by increasing our TBI licensing to additional tech company startups, thereby increasing our revenues, but will increase our expenses and lead to possible net losses. There is no assurance that we will ever be profitable.
COMPARATIVE RESULTS
Results of Operations for the 3 and 6-month periods ended June 30, 2022 and 2021
Revenues
For the six-month period ended June 30, 2022, we recognized $140,000 in revenues, compared to $152,500 in revenue from licensing during the six month period ended June 30, 2021. The $12,500 decrease in revenue is primarily attributable to the new billing terms with our TBI program licensees that negatively impacted our licensing revenue in 2022, offset to a lesser extent to the sale of custom software to one client in 2022 during the three months ended June 30, 2022, compared to no sales of custom software in 2021 .
Cost of Revenue
Cost of revenue was zero for the six-month period ended June 30, 2022 and 2021.
Operating Expenses
For the six-month period ended June 30, 2022, we recorded $125,929 in operating expenses compared to $369,641 in operating expenses for the six month period ended June 30, 2021, a material decrease of $243,712. The decrease is attributable to a reduction in 2022 in all expense categories including a reduction of $52,681 in compensation expense, a reduction of $7,591 in sales and marketing expense, and a reduction of $183,411 in general and administrative expense.
| 5 |
Other income
During the six-month period ended June 30, 2022 and 2021, we generated $5,126 and $1,707,087 of other expense, respectively. The loss in the 2021 period is attributable to the loss of $1,551,768 on the extinguishment of debt, and other expense of $155,319
Net Loss
As a result of the foregoing we generated from continuing operation $8,946 in net income during the six month ended June 30, 2022, compared to a loss of $1,933,817 during the six months ended June 30, 2021.
For the six month period ended June 30, 2022 we had $-0- in net loss from discontinued operations compared to $27,706 during the six months ended June 30, 2022.
Liquidity and Capital Resources
Cash Flows from Operating Activities
Net cash used in operating activities was $5,931 for the six months ended June 30, 2022 compared to $141,405 in net cash used during the period ended June 30, 2021. The material decrease in net cash used during the 2022 period is primarily attributable to an improvement in profitability during the 2022 period.
Cash Flows from Financing Activities
Net cash provided by financing activities was $5,155 during the six month period ended June 30, 2022 compared to $156,750 during the six month period ended June 30, 2021. In 2021 the Company raised $100,000 from the sale of common stock compared to zero in the 2022 period. Additionally, in 2021 the Company’s CEO advanced $56,750 in related party loans to the Company compared to $5,155 during the 2022 period.
Off-Balance Sheet Arrangements
None.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
ITEM 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our report as of June 30, 2022. This is because we have not sufficiently developed our segregation of duties nor have we established an audit committee.
Changes in Internal Control over Financial Reporting
We had material changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter, or are reasonably likely to materially affect, our internal control over financial reporting. We rely on various information technology systems, including our newly licensed NetSuite enterprise resource planning (ERP) system, that was implemented this of first quarter of Fiscal 2019 to manage our operations, We will continue to evaluate the effectiveness of internal controls, procedures, and technology on an on-going basis to maximize efficiency and productivity. Our internal control procedures
| 6 |
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings.
Peak One Opportunity Fund, L.P.
On April 9, 2021, we commenced legal action in the United States District Court for the Southern District of Florida against Peak One Opportunity Fund, L.P. (“Peak One”) and Jason Goldstein (“Goldstein”), alleging, among other things, that Peak One is acting as an unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, therefore, certain debentures and warrants entered into by and between the Company and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to us pursuant to Section 29(b) of the Act.
On June 11, 2021, Peak One and Goldstein filed a motion to dismiss our complaint, which the Court subsequently granted on June 28, 2021, on procedural grounds, and without prejudice, and closing the action for administrative purposes.
On July 2, 2021, we filed an amended complaint against Peak One, Goldstein, Peak One Investments, LLC (“Peak Investments”, and together with Peak One and Goldstein, the “Peak Parties”) and J.H. Darbie & Co. (“Darbie”), along with a motion to reopen the action, alleging, among other things, that the Peak Parties are acting as unregistered dealers in violation of Section 15(a) of the Act.
On July 8, 2021, the Court denied our motion to reopen the action, without prejudice, as the amended complaint contravened the Eleventh Circuit’s prohibition against “shotgun” pleadings.
On July 22, 2021, the we filed a motion for clarification and/or for leave to file its second amended complaint.
On August 5, 2021, Peak One and Goldstein filed opposition to our motion for leave to file a second amended complaint and, further, moved for sanctions pursuant to 28 U.S.C. § 1927.
On August 12, 2021, we filed a reply in support of our motion for leave to amend and on August 19, 2021 we filed opposition to Peak One and Goldstein’s motion for sanctions pursuant to 28 U.S.C. § 1927.
On March 2, 2022, the Court granted our motion for leave to file a second amended complaint and Peak One and Goldstein’s motion for sanctions pursuant to 28 U.S.C. § 1927 was denied. We subsequently filed our second amended complaint on March 7, 2022.
On May 9, 2022, Peak One, Goldstein, and Darbie filed a joint motion to dismiss the second amended complaint.
On May 23, 2022, we filed opposition to Peak One, Goldstein, and Darbie’s joint motion to dismiss the second amended complaint. We are currently awaiting a decision of the joint motion to dismiss.
We intend to litigate the causes of action asserted in the second amended complaint against the Peak Parties and Darbie, including but not limited to that Peak One is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the debentures and warrants entered into by and between us and Peak One declared void ab initio and, further, that Peak One is liable to us for recessionary damages to the Company pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.
| 7 |
LGH Investments, LLC
On April 19, 2021, we commenced legal action in the United States District Court for the Southern District of California against LGH Investments, LLC (“LGH”) and Lucas Hoppel (“Hoppel”) alleging, among other things, that LGH is acting as unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, therefore, certain convertible promissory notes and share purchase agreements entered into by and between the Company and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to the Company pursuant to Section 29(b) of the Act.
On June 25, 2021, LGH and Hoppel filed a motion to dismiss our complaint.
On July 8, 2021, we filed a motion for extension of time to respond to LGH and Hoppel’s motion to dismiss our complaint. The Court granted our motion for an extension of time on July 13, 2021.
On July 16, 2021, we filed our first amended complaint against LGH, Hoppel, and J.H. Darbie (“Darbie”) alleging, among other things, that LGH is acting as unregistered dealers in violation of Section 15(a) of the Act.
In turn, on July 23, 2021, the Court denied LGH and Hoppel’s motion to dismiss as moot.
On October 25, 2021, LGH, Hoppel, and Darbie filed a motion to dismiss our first amended complaint. We subsequently filed opposition to the motion on November 15, 2021 to which LGH, Hoppel, and Darbie filed a reply on November 22, 2021.
On July 13, 2022 the Court granted the motion to dismiss with leave for us to amend our complaint. The Company is appealing the decision to the U.S. Court of Appeals for the Ninth Circuit.
We intend to litigate the causes of action asserted in the amended complaint against LGH, Hoppel, and Darbie, including but not limited to LGH is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the convertible promissory notes and share purchase agreements entered into by and between us and Peak One declared void and subject to rescission pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.
We know of no material pending legal proceedings to which we or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Mine Safety Disclosures.
None
ITEM 5. Other information
None.
ITEM 6. Exhibits.
EXHIBIT INDEX
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 |
| 8 |
SIGNATURES
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, thereunto duly authorized.
Date: August 12, 2022
| SOCIAL LIFE NETWORK, INC. | ||
| 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) |
| 9 |
EXHIBIT 31.1
CERTIFICATION
CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Ken Tapp, certify that:
| 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 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 |
| 5. | The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (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: August 12, 2022
| /s/ Ken Tapp | |
| Ken Tapp | |
| (Principal Executive Officer & Chief Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER
PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Ken Tapp, certify that:
| 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 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 |
| 5. | The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (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: August 12, 2022
| /s/ Ken Tapp | |
| Ken Tapp | |
| Chief Financial Officer/Chief Accounting Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Social Life Network, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
| Date: August 12, 2022 | /s/ Ken Tapp |
| Ken Tapp Principal Executive Officer/Chief Executive Officer | |
| (Principal Executive Officer and Chief Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Social Life Network, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
| Date: August 12, 2022 | |
| /s/ Ken Tapp | |
| Ken Tapp, Chief Financial Officer/Chief Accounting Officer | |
| (Principal Financial Officer/Chief Financial Officer/Principal Accounting Officer) |
The foregoing certifications are being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.