Convertible
Debt
We
have the following convertible notes payable as of March 19, 2020:
Note
|
|
Funding Date
|
|
Maturity Date
|
|
Interest Rate
|
|
|
Original Borrowing
|
|
|
Average Conversion Price
|
|
|
Number of Shares Converted
|
|
|
Balance at
March 19, 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
|
|
|
|
-
|
|
|
|
-
|
|
|
|
80,000
|
|
Note payable (C)
|
|
July 3, 2019
|
|
February 2, 2020
|
|
|
10
|
%
|
|
$
|
160,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
80,000
|
|
Note payable (D)
|
|
June 12, 2019
|
|
June 11, 2020
|
|
|
12
|
%
|
|
$
|
110,000
|
|
|
$
|
0.0028
|
|
|
|
39,632,417
|
|
|
|
29,618
|
|
Note payable (E)
|
|
June 26, 2019
|
|
March 25, 2020
|
|
|
12
|
%
|
|
$
|
135,000
|
|
|
$
|
0.0017
|
|
|
|
15,250,000
|
|
|
|
96,455
|
|
Note payable (F)
|
|
August 7, 2019
|
|
August 6, 2020
|
|
|
10
|
%
|
|
$
|
100,000
|
|
|
$
|
0.0005
|
|
|
|
111,115,731
|
|
|
|
35,000
|
|
Note payable (G)
|
|
August 21, 2019
|
|
August 20, 2020
|
|
|
10
|
%
|
|
$
|
148,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
49,500
|
|
Note payable (H)
|
|
January 28, 2020
|
|
January 27, 2021
|
|
|
10
|
%
|
|
|
63,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
63,000
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.0011
|
|
|
|
165,998,148
|
|
|
$
|
433,573
|
|
The
total amount of outstanding convertible debt as of March 19, 2020 is $433,573. There is a range of discounts in the conversion
price from 45% to 35%. None of the Convertible Notes have floors to the conversion price.
Number
of Shares That May Be Converted
Number Conversion Shares Issuable With Closing
Price of $0.0002 (03/18/20)
|
|
Number of Conversion Shares Issuable with
Closing Price of 0.00025 (25% higher than $0.0002)
|
|
Number of Conversion Shares Issuable with
Closing Price of $0.00015 (25% lower than $0.0002)
|
|
|
|
|
|
2,167,865,000
|
|
1,734,292,000
|
|
2,890,486,666
|
Shares
Outstanding and Reserve Shares
Shares Outstanding per Class
|
|
Reserve Shares for Warrants
|
|
|
Reserve Shares for Convertible Notes
|
|
|
Authorized But Unreserved After Common Stock
Authorized Share Increase
|
|
Class A Common: 306,775,379
|
|
|
9,094,853
|
|
|
|
2,029,384,615
|
|
|
|
154,745,153
|
|
Class B Common: 25,000,000
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors may have an interest in the Amendments as a result of their ownership of shares
of our common stock. However, we do not believe that our officers or directors have interests in the Amendments that are different
from or greater than those of any other of our stockholders.
ACTION
2
AMENDMENT
TO OUR ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF SHARES OF AUTHORIZED preferred STOCK TO 300,000,000 SHARES FROM
100,000,000.
Our
Board and the holders of a majority of the voting securities have approved the amendment to our Articles of Incorporation
(the “Amendment”) increasing our authorized shares of Preferred Stock from 100,000,000 shares to 300,000,000 shares.
The increase in our authorized shares of Preferred Stock will become effective upon the filing of the Amendment with the
Secretary of State of the State of Nevada. We will file the Amendment approximately (but not less than) 20 days after the definitive
information statement is mailed to stockholders.
The
form of the Amendment to be filed with the Secretary of State of the State of Nevada is set forth as Appendix A to this information
statement.
Outstanding
Shares
Our Articles of Incorporation currently authorize
us to issue a maximum of 100,000,000 shares of Preferred Stock, $0.001 per share. As of the Record Date, we had 0 Shares of Preferred
Stock issued and outstanding. We have not yet set the rights and preferences of our Preferred Shares. There will be no change
to our authorized Class B Common Stock.
Purpose of the Amendment/No Present
Plans or Proposals
The reason for the increase in our authorized
Preferred Shares is to have additional Preferred Shares to raise capital for our operations. We have no present plans or proposals
to issue Preferred Shares.
Effects
of the Increase in Authorized Preferred Stock
We
have not yet established the classes of Preferred Stock or rights and preferences. It is possible that some of these additional
preferred shares could be used in the future for various other purposes without further stockholder approval, except as such approval
may be required in particular cases by our charter documents, applicable law or the rules of any stock exchange or other quotation
system on which our securities may then be listed. These purposes may include raising capital, settlement of debt, providing equity
incentives to employees, officers or directors, and advisors, or acquisitions.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors may have an interest in the Amendment as a result of their ownership of shares
of our common stock. However, we do not believe that our officers or directors have interests in the Amendment that are different
from or greater than those of any other of our stockholders.
ACTION
3
AMENDMENT
TO EFFECT A REVERSE STOCK SPLIT BY A RATIO OF NOT LESS THAN 1 FOR 5,000 AND NO MORE THAN 1 FOR 25,000 (THE “REVERSE STOCK
SPLIT RANGE”) AT ANY TIME PRIOR TO THE ONE YEAR ANNIVERSARY OF FILING THE DEFINITIVE INFORMATION STATEMENT ON SCHEDULE 14C
FOR THE REVERSE STOCK SPLIT, WITH THE COMPANY’S BOARD OF DIRECTORS HAVING THE SOLE DISCRETION AS TO WHETHER OR NOT
THE REVERSE STOCK SPLIT IS TO BE EFFECTED, AND WITH THE EXACT RATIO OF THE REVERSE STOCK SPLIT TO BE SET AT A WHOLE NUMBER WITHIN
THE REVERSE STOCK SPLIT RANGE AS DETERMINED BY THE BOARD IN ITS SOLE DISCRETION (THE “REVERSE STOCK SPLIT”).
Our
board of directors and the holders of a majority of the voting securities have approved to effect a reverse stock split of our
common stock by a ratio of not less than 1 for 5,000 and no more than 1 for 25,000 (the “Reverse Stock Split Range”)
at any time prior to the one year anniversary of filing the definitive Information Statement on Schedule 14C for the Reverse Stock
split, with the Company’s Board of Directors having the discretion as to whether or not the Reverse Stock Split is to be
effected, and with the exact ratio of the Reverse Stock Split to be set at a whole number within the Reverse Stock Split Range
as determined by the Board in its discretion. The form of the proposed amendment to the Company’s Articles to effect a Reverse
Stock Split of our issued and outstanding Common Stock will be substantially as set forth on Appendix A (subject to any
changes required by applicable law). The Reverse Stock Split proposal would permit (but not require) our Board to effect a Reverse
Stock Split of our issued and outstanding Common Stock within the Reverse Stock Split Range. We believe that enabling our Board
to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner
designed to maximize the anticipated benefits for our stockholders. In determining a ratio, if any, our Board may consider, among
other things, factors such as:
|
●
|
the
historical trading price and trading volume of our Common Stock;
|
|
●
|
the
number of shares of our Common Stock outstanding and held in reserve at our transfer agent;
|
|
●
|
the
then-prevailing trading price and trading volume of our Common Stock and the anticipated impact of the Reverse Stock Split
on the trading market for our Common Stock;
|
|
●
|
the
anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs; and
|
|
●
|
prevailing
general market and economic conditions.
|
Depending
on the ratio for the Reverse Stock Split determined by our Board, Stockholders, and contingent upon the specific Reverse Stock
Split Ratio that will ultimately be implemented, there will be a specified number shares of existing Common Stock Shares outstanding
that may be combined into one share of Common Stock. Any fractional shares will be rounded up to the next whole number. The Amendment
to effect the Reverse Stock Split, if any, will include only the Reverse Stock Split ratio determined by our Board to be in the
best interests of our Stockholders and all of the other proposed amendments at different ratios will be abandoned.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL NOT CHANGE YOUR PROPORTIONATE EQUITY INTERESTS IN THE COMPANY, EXCEPT AS MAY RESULT FROM
THE ISSUANCE OF SHARES PURSUANT TO THE FRACTIONAL SHARES.
PLEASE
NOTE THAT THE REVERSE STOCK SPLIT WILL HAVE THE EFFECT OF SUBSTANTIALLY INCREASING THE NUMBER OF SHARES THE COMPANY WILL BE ABLE
TO ISSUE TO NEW OR EXISTING SHAREHOLDERS BECAUSE THE NUMBER OF AUTHORIZED SHARES WILL BE INCREASED WHILE THE NUMBER OF SHARES
ISSUED AND OUTSTANDING WILL BE DECREASED.
Purpose
and Material Effects of the Reverse Stock Split
The
Board of Directors believes that the low stock price and the large number of outstanding shares of our Common Stock have reached
a difficult time for the Company’s investors and in connection with the Company’s operations and financial prospects
As a result, the Board of Directors has proposed the Reverse Stock Split to potentially expand our business on a going
forward basis, but we cannot guarantee whether we will achieve our goals for revenues and investors.
There
are no plans, arrangements, understandings for the newly authorized but unissued shares that will become available following
our Reverse Stock Split.
The
Company will substitute one share of stock for a predetermined amount of shares of stock during a Reverse Stock Split. This activity
will not change the market capitalization of the company nor will it change shareholder’s basis and valuation. An example
of a reverse split is the following: Assuming a company has 5,000,000 shares of common stock issued and outstanding, at market
price is $0.01 per share or $50,000 in stock value, and the company declares a 1 for 5 reverse stock split. After the reverse
split, that company’s treasury as well outstanding shareholders will have 1/5 the number of shares or there will be 1,000,000
shares issued and outstanding. Accordingly, the market capitalization and total shareholder value will remain unchanged but with
market price of $0.05 per share or $50,000. If an individual investor owned 5,000 shares of that company before the split
at $0.01 per share valued at $500, he or she will own 1,000 shares at $0.05 after the split with the exact same value of $500.
The investor ’s basis in the stock is neither better nor worse, except that such company hopes the higher stock price will attract
more investors to the benefit of the shareholders. There is no assurance that that company’s stock price will rise in value
after a reverse split or that suitable investors will emerge.
The
Board believes that the Reverse Stock Split may improve the price level of our Common Stock and that the higher share price could
help generate interest in the Company among investors and other business opportunities. However, the effect of the reverse split
upon the market price for our Common Stock cannot be predicted, and the history of similar stock split combinations for companies
in like circumstances is varied. There can be no assurance that the market price per share of our Common Stock after the reverse
split will rise in proportion to the increase in the number of shares of Common Stock outstanding resulting from the reverse split.
The market price of our Common Stock may also be based on our performance and other factors, some of which may be unrelated to
the number of shares outstanding.
The
reverse split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests
in the Company or proportionate voting power, except to the extent that the reverse split results in any of our stockholders owning
a fractional share. All stockholders holding a fractional share shall be issued an additional share. The principal effect of the
Reverse Stock Split will be that the number of shares of Common Stock issued and outstanding will be reduced from the shares of
Common Stock outstanding to a specified number of shares of Common Stock, pursuant to the specific Reverse Stock Split Ratio determined
by our Board. The Reverse Stock Split will affect the shares of common stock outstanding. The Reverse Stock Split will not affect
the par value of our Common Stock. As a result, on the effective date of the Reverse Stock Split, the stated capital on our balance
sheet attributable to our Common Stock will be reduced to less than the present amount, and the additional paid-in capital account
shall be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value
of our Common Stock will be increased because there will be fewer shares of our Common Stock outstanding.
The
Reverse Stock Split will not change the proportionate equity interests of our stockholders, nor will the respective voting rights
and other rights of stockholders be altered. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid
and non-assessable. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction”
covered by Rule 13e-3 under the Securities Exchange Act of 1934. We will continue to be subject to the periodic reporting requirements
of the Securities Exchange Act of 1934.
Stockholders
should recognize that they will own fewer numbers of shares than they presently own (a number equal to the number of shares owned
immediately prior to the filing of the Reverse Stock Split amendment divided by a number specific to the Stock Split Ratio). While
we expect that the Reverse Stock Split will result in an increase in the potential market price of our Common Stock, there can
be no assurance that the Reverse Stock Split will increase the potential market price of our Common Stock (which is dependent
upon many factors, including our performance and prospects). Also, should the market price of our Common Stock decline, the percentage
decline as an absolute number and as a percentage of our overall market capitalization may be greater than would pertain in the
absence of a reverse split. Furthermore, the possibility exists that potential liquidity in the market price of our Common Stock
could be adversely affected by the reduced number of shares that would be outstanding after the reverse split. In addition, the
Reverse Split will increase the number of stockholders of the Company who own odd lots (less than 100 shares). Stockholders who
hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty
in effecting such sales. Consequently, there can be no assurance that the reverse split will achieve the desired results that
have been outlined above.
Background
and Reasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split
The
Company currently does not have any plans, arrangements or understandings, written or oral, to issue any of the authorized but
unissued shares that would become available as a result of the Reverse Stock Split. In addition to increasing the market price
of our Common Stock, the Reverse Stock Split would also reduce certain of our costs, as discussed below. Accordingly, for these
and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the Company’s and our Stockholders’
best interests.
Reducing
the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our
Common Stock, although we cannot provide any assurance that the post reverse stock split price would remain following the Reverse
Stock Split.
Reducing
the number of outstanding shares of our Common Stock through the Reverse Stock Split is intended, absent other factors, to increase
the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the
market perception of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance
that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our
Common Stock will increase following the Reverse Stock Split or that the market price of our Common Stock will not decrease in
the future. Additionally, we cannot assure you that the market price per share of our Common Stock after a Reverse Stock Split
will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Stock
Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than the total
market capitalization before the Reverse Stock Split.
Procedure
for Implementing the Reverse Stock Split
The
Reverse Stock Split would become effective upon the filing of the Amendment with the Secretary of State of the State of Nevada,
which filing is contingent upon approval of the Reverse Stock Split by FINRA.
Effect
of the Reverse Stock Split on Holders of Outstanding Common Stock
As of March 19, 2020, there were 331,775,379
common shares outstanding. Depending on the ratio for the Reverse Stock Split determined by our board of directors, a number
of shares commensurate with the Reverse Stock Ratio of not less than 1 for 5,000 and no more than 1 for 25,000, of
existing Common Stock will be combined into one new share of Common Stock. The actual number of shares issued after giving effect
to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split ratio that is ultimately determined by our
Board.
The
actual number of shares issued after giving effect to the specific Reverse Stock Split, if implemented, will depend on
the Reverse Stock Split ratio that is ultimately determined by our Board.
The
Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any Stockholder’s percentage
ownership interest in the Company, except that as described below in “Fractional Shares,” record holders of Common
Stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will be rounded up to the next whole number.
In addition, the Reverse Stock Split will not affect any Stockholder’s proportionate voting power (subject to the treatment
of fractional shares).
The
implementation of the Reverse Stock Split will result in an increased number of available authorized shares of Common Stock. The
resulting increase in such availability in the authorized number of shares of Common Stock could have a number of effects on the
Company’s Stockholders depending upon the exact nature and circumstances of any actual issuances of authorized but unissued
shares. The increase in available authorized shares for issuance could have an anti-takeover effect, in that additional shares
could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control
or takeover of the Company more difficult. For example, additional shares could be issued by the Company so as to dilute the stock
ownership or voting rights of persons seeking to obtain control of the Company, even if the persons seeking to obtain control
of the Company offer an above-market premium that is favored by a majority of the independent stockholders. Similarly, the issuance
of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult
to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause
such removal. Apart from our Class B shares, the Company does not have any other provisions in its Articles of Incorporation,
Bylaws, employment agreements, credit agreements or any other documents that have material anti-takeover consequences. Additionally,
the Company has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover
consequences. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal
is not being presented with the intent that it be utilized as a type of anti- takeover device.
Additionally,
because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the
issuance of additional shares of authorized Common Stock that will become newly available as a result of the implementation of
the Reverse Stock Split will reduce the current Stockholders’ percentage ownership interest in the total outstanding shares
of Common Stock.
The
Company may issue the additional shares of authorized Common Stock that will become available as a result of the Reverse Stock
Split without the additional approval of its Stockholders.
The
Reverse Stock Split may result in some Stockholders owning “odd lots” of less than 100 shares of Common Stock. Odd
lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally
somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.
After
the Effective Time, our Common Stock will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers,
which is a number used to identify our equity securities, and stock certificates with the older CUSIP numbers will need to be
exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Stock
Split, we will continue to be subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934,
as amended. Our Common Stock will continue to be listed on the OTC Markets Pink under the symbol “WDLF.”
No Effect of Reverse Stock Split On
Number of Ten Billion Authorized Shares
After the Reverse Stock Split There will
be no proportional decrease in the number of authorized common stock shares of Ten Billion (10,000,000,000). Based on 310,128,893
Common Stock Shares outstanding and a Reverse Stock Split of 1 for 5 and 1 for 25,000, there would be 62,025,778 shares and 12,405,155
shares available for issuance, respectively.
Beneficial
Holders of Common Stock (i.e. Stockholders who hold in street name)
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by Stockholders through a bank, broker, custodian
or other nominee in the same manner as registered Stockholders whose shares are registered in their names. Banks, brokers, custodians
or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in
street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered Stockholders
for processing the Reverse Stock Split. Stockholders who hold shares of our Common Stock with a bank, broker, custodian or other
nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
Registered
“Book-Entry” Holders of Common Stock (i.e. Stockholders that are registered on the transfer agent’s books and
records but do not hold stock certificates)
Certain
of our registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with the transfer
agent. These Stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided
with a statement reflecting the number of shares registered in their accounts.
Stockholders
who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic)
to receive whole shares of post-Reverse Stock Split Common Stock, subject to adjustment for treatment of fractional shares.
Holders
of Certificated Shares of Common Stock
Until
surrendered, we will deem outstanding certificates representing shares of our Common Stock (the “Old Certificates”)
held by Stockholders to be cancelled and only to represent the number of whole shares of post-Reverse Stock Split Common Stock
to which these Stockholders are entitled, subject to the treatment of fractional shares. Any Old Certificates submitted for exchange,
whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for certificates representing
the appropriate number of whole shares of post-Reverse Stock Split Common Stock (the “New Certificates”). If an Old
Certificate has a restrictive legend on the back of the Old Certificate(s), the New Certificate will be issued with the same restrictive
legends that are on the back of the Old Certificate(s).
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
We
do not currently intend to issue fractional shares in connection with the Reverse Stock Split. Therefore, we will not issue certificates
representing fractional shares. In lieu of issuing fractions of shares, we will round up to the next whole number.
Effect
of the Reverse Stock Split on Employee Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable
Securities
Based
upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are generally required to be made to the
per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants,
convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, shares of Common Stock.
This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible
or exchangeable securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such
exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse
Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards will be similarly adjusted,
subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be
proportionately based upon the Reverse Stock Split ratio determined by the Board, subject to our treatment of fractional shares.
Accounting
Matters
The
proposed amendment to the Company’s Articles of Incorporation, as amended, will not affect the par value of our Common Stock
per share, which will remain $0.001 par value per share. As a result, as of the Effective Time, the stated capital attributable
to Common Stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split.
Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.
Certain
Federal Income Tax Consequences of the Reverse Stock Split
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our
Common Stock:
Unless
otherwise specifically indicated herein, this summary addresses the tax consequences only to a beneficial owner of our Common
Stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United
States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis
in respect of our Common Stock (a “U.S. holder”). A trust may also be a U.S. holder if (1) a U.S. court is able to
exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person. An estate whose income
is subject to U.S. federal income taxation regardless of its source may also be a U.S. holder. This summary does not address all
of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of
general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors.
This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal
income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment
trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that
elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Common Stock as part of a position
in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction
for federal income tax purposes, or (iii) persons that do not hold our Common Stock as “capital assets” (generally,
property held for investment).
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our
Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should
consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
This
summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative
rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal
income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material
effect on the U.S. federal income tax consequences of the Reverse Stock Split.
PLEASE
CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE
STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.
U.S.
Holders
The
Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, a Stockholder generally
will not recognize gain or loss on the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional
share interest in the post-Reverse Stock Split shares. The aggregate tax basis of the post-split shares received will be equal
to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated
to fractional shares), and the holding period of the post-split shares received will include the holding period of the pre-split
shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference
between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received.
Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less
and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Stock Split.
No
Appraisal Rights
Under
Florida law and our charter documents, holders of our Common Stock will not be entitled to dissenter’s rights or appraisal
rights with respect to the Reverse Stock Split.
BACKGROUND
– BUSINESS
We
license our Social Life Network SaaS (Software as a Service) Internet Platform (hereafter referred to as the “Platform”)
to niche industries for an annual license fee and/or a percentage of profits. Our Platform is a cloud-based social network and
E-Commerce system that can be accessed by a web browser or mobile application that allows end-users to socially connect with one
another and their customers to market and advertise their products and services. The Platform can be customized to suit virtually
any international niche industry or sub-culture, such as hunting and fishing, tennis, real estate professionals, health and fitness,
and charity causes. Our wholly owned subsidiary, MjLink.com, Inc. (“MjLink”) owns and operates cannabis and hemp industry
Platforms through MjLink from which we generate advertising and digital subscription revenue. MjLink also includes an event division
that will provide many industry tradeshows and conferences to its vast audience of platform members, the majority of which use
MjLink.com and WeedLife.com year-round.
We
have filed our Form 10-K for our fiscal year 2018 and our latest quarterly report for our quarter ending September 30, 2019, both
of which may be accessed at sec.gov.
INFORMATION
ON CONSENTING STOCKHOLDER
Pursuant to the Company’s Bylaws and
the Nevada Statutes, a vote by the holders of at least 51% of the outstanding voting capital of the Company entitled to vote (the
“Voting Shares”) is required to effect the action described herein. As of March 19, 2020, the Company
had 2,559,736,667 voting shares issued and outstanding (the “Voting Shares”) consisting of 331,775,379
common stock shares outstanding. The Consenting Shareholder is the record and beneficial owner of 25,000,000 Class B shares equal
to 2,500,000,000 votes common shares of the Company’s common stock, which represents over 51% of the Voting Shares. Pursuant
to the Company’s Bylaws and the Nevada Statutes, the Consenting Stockholder voted in favor of the Corporate Actions described
herein in a written stockholder consent dated March 9, 2020. No consideration was paid for the consent. The Consenting Stockholder’s
name, affiliation, with the Company and his beneficial holdings are as follows:
Name
|
|
Affiliation
|
|
Voting
Shares (2)
|
|
|
Percentage
|
|
Kenneth Tapp
|
|
Chairman/CEO/CTO/ Shareholder
|
|
|
2,500,000,000
|
|
|
|
over
51
|
%
|
DIRECTORS
AND EXECUTIVE OFFICERS
Directors
and Executive Officers
All
directors of our company hold office until the next annual meeting of our stockholders or until their successors have been elected
and qualified, or until their death, resignation or removal. The executive officers of our company are appointed by our board
of directors and hold office until their death, resignation or removal from office.
Our
directors and executive officers, their ages, positions held, and duration of such, are as follows:
Name
|
|
Position
Held with Our Company
|
|
Age
|
|
Date
First Elected or Appointed
|
Kenneth
S. Tapp
|
|
Chairman,
Chief Executive Officer & Chief Technology Officer
|
|
49
|
|
June
6, 2016
|
Mark
DiSiena
|
|
Chief
Financial Officer & Chief Accounting Officer
|
|
53
|
|
November
1, 2018
|
Britt
Glassburn
|
|
Director
|
|
52
|
|
January
21, 2020
|
Brian
Lazarus
|
|
Director
|
|
63
|
|
January
21, 2020
|
Todd
Markey
|
|
Director
|
|
34
|
|
January
21, 2020
|
Lynn
Murphy
|
|
Director
|
|
56
|
|
January
21, 2020
|
Business
Experience
The
following is a brief account of the education and business experience of directors and executive officers during at least the
past five years, indicating their principal occupation during the period, and the name and principal business of the organization
by which they were employed:
Kenneth
S. Tapp, Chairman of the Board, Chief Executive Officer, Chief Technology Officer
Ken
Tapp has served as our Chief Executive Officer/Chairman/Chief Technology Officer since our inception in June 2016 and prior to,
since January 2013, as the private company, Social Life Network (f/k/a Life Marketing, Inc.). Ken Tapp was the Vice President
of Engineering at HomeBuilder.com & Realtor.com from 1996 through their IPO in August of 1999. Ken Tapp went on to launch
one of the largest and most successful real estate industry SaaS platforms, that was used by as many as 1,300,000 real estate
offices and 57,000 home builders from 2001 through 2011 in the US, Australia, New Zealand, Canada and the United Kingdom. The
SaaS platform provided listing data access to companies like Trulia, Zillow, News Corp, Gannett, Clear Channel, Realtor.com, and
many other digital media outlets until Ken Tapp sold the company in late 2011.
Mark
DiSiena, Chief Financial Officer & Chief Accounting Officer
Mark
DiSiena joined the executive team on August 1, 2018 and effective November 1, 2018 was appointed as our Chief Financial Officer
and Chief Accounting Officer. Prior joining Social Life Network, Mr. DiSiena was a consultant at Cresset Advisors from January
2016 to October 2018. Previously, Mr. DiSiena served in related leadership roles, including: Chief Financial Officer of Cherokee,
Inc (NASDAQ: CHKE) from November 2010 to March 2013; and Chief Financial Officer at 4Medica, a privately held software company,
between March 2004 to November 2008. He was an Account Executive at Oracle-NetSuite from January 2014 to December 2015. Mr. DiSiena
has held senior management positions at LVMH from 1999 to 2000 and at Lucent Technologies from 1995 to 1999. Mr. DiSiena has consulted
at various companies, notably: Cetera Financial Group, Countrywide Bank, American Apparel, Dreamworks, Paramount Pictures, and
HauteLook. He began his career as an auditor at Coopers & Lybrand, from 1988 to 1990. Mr. DiSiena holds a B.S. in Accounting
with honors from New York University, a J.D. from Vanderbilt University, and an M.B.A. from Stanford University; and is both an
attorney and a CPA.
Britt
Glassburn, Director
Britt
Glassburn was appointed as our Director on January 21, 2020. Britt Glassburn has spent nearly 30 years in the residential real
estate industry, over the past six years focusing her attention to increasing the business acumen of real estate professionals
through best-in-class technology tools and industry specific coaching. As the Chief Executive Officer of Social Life Network’s
licensee, LikeRE.com, her focus is to ensure online success by real estate professionals through technology development.
Brian
Lazarus, Director
Brian
Lazarus was appointed as our Director on January 21, 2020. Brian Lazarus has spent over 40 years producing notable entertainment
and experiential events with specialized skills at professional audio, video and digital tech. He is the co-founder and Executive
Vice President of Media Star Promotions, one of the nation’s top branding, touring and strategic marketing agencies. His
expertise in the design and execution of consumer experiences for regulated products blends seamlessly with the goals of the burgeoning
cannabis space. Brian Lazarus is committed to increasing the depth of services provided by Social Life Network, MjLink, and its
affiliates.
Todd
Markey, Director
Todd
Markey was appointed as our Director on January 21, 2020. Since April 1, 2019, Todd Markey has been the president
of the MjMicro division of MjLink and directs the MjMicro events. Todd
Markey has more than 10 years of finance and capital markets experience and is a trusted expert for micro-cap to small cap companies
in expanding their investor and public relations. Additionally, he has assisted companies in the pre-IPO and up-listing process,
from the OTC markets onto Nasdaq and NYSE stock exchanges.
Lynn
Murphy, Director
Lynn
Murphy was appointed as our Director on January 21, 2020. Lynn Murphy has specialized in sales and marketing as the founder and
owner of several companies over the past 30 years. With an MBA and extensive C Suite level negotiations experience, he has grown
companies from start-up to multi-million-dollar revenue generators. As the CEO of our licensee, Sports Social Network, and as
our Director, Lynn Murphy combines his lifetime passion and involvement in hunting, fishing, and outdoorsmanship along with his
skill sets in directing the technology needed to bring Sports Social Network divisions to the public markets, and providing us
with a vital asset.
Changes
in Control
We
are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control
of our company.