As filed with the Securities and Exchange Commission on January 25, 2018

  

 

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  

  

Social Life Network, Inc.

(Exact name of Registrant as specified in its charter)

 

Nevada   7370   46-0495298
(State or other jurisdiction   (Primary Standard Industrial   (I.R.S. Employer
Incorporation or organization)   Classification Code Number)   Identification Number)

 

Incorp Services, Inc.

3773 Howard Hughes Parkway

Suite 5008

Las Vegas, Nevada 89169

(702) 866-2500

(Name, address, telephone number of agent for service)

 

8100 East Union Ave. Suite 1809

Denver, Colorado 80237

(855) 933-3277

(Address and Telephone Number of Registrant’s Principal
 Executive Offices and Principal Place of Business) 

   

Communication Copies to

Frederick M. Lehrer, P.A.

Frederick M. Lehrer, Esq.

Attorney and Counselor at Law

600 River Birch Court, 1015

Clermont, Florida 34711

flehrer@securitiesattorney1.com

(561) 706-7646

 

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

 

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a 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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each
Class of
Securities to be
Registered
  Amount to be
Registered (1)
    Proposed
Maximum
Offering Price
Per Share
    Proposed
Maximum
Aggregate
Offering Price
    Registration
Fee (2)(3)
 
Shares of Common Stock, par value $0.001     8,060,001     $ 0.12     $ 967,200     $ 120.42  

 

  (1) Represents an aggregate of (i) 8,080,001 shares of common stock being registered for resale on behalf of the Selling Security Holders of such securities comprised of 8,080,001 shares owned by the Selling Security Holders; and (ii) pursuant to Rule 416 under the Securities Act, an indeterminate number of shares of common stock that are issuable upon stock splits, stock dividends, recapitalizations or other similar transactions affecting the shares of the selling stockholder.

 

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, using the average of the high and low prices as reported on the OTC Markets on January 24, 2018.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

 

 

 

The information in this prospectus is not complete and may be changed without notice. The Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither the Registrant nor the Selling Security Holders are soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

 

PRELIMINARY PROSPECTUS SUBEJCT TO COMPLETION DATED JANUARY 25, 2018

 

Social Life Network, Inc.

(A Nevada Corporation)

8,060,001 COMMON STOCK SHARES

 

This prospectus relates to the sale by the Selling Security Holders identified in this prospectus of up to 8,060,001 shares of our common stock, par value $0.001 per share (the “Common Stock”), consisting of 8,080,001 Common Stock currently issued and outstanding. These shares of our Common Stock are being offered for resale by the Selling Security Holders (the “Selling Security Holders”).

 

The shares of common stock being offered by the Selling Security Holders pursuant to this prospectus are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”), before their sale under this prospectus. This prospectus has been prepared for the purpose of registering these shares of common stock under the Securities Act to allow for a sale by the Selling Security Holders to the public without restriction. The Selling Security Holders have not engaged any underwriter in connection with the sale of their common stock shares.

 

The Selling Security Holders may sell some or all of their shares of Common Stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. We will not receive any proceeds from the sale of these shares by the Selling Security Holders. We will bear all costs relating to the registration of these shares of our Common Stock. All selling and other expenses incurred by the Selling Security Holders will be borne by the Selling Security Holders.

 

Our Common Stock is quoted on the OTC Pink Tier of the OTC Markets under the symbol “WDLF.” On January 24, 2018, the last reported sale of our Common Stock was $0.12. As of the date of this prospectus, our Common Stock is quoted on the OTC Pink, and it is not otherwise regularly quoted on any other over-the-counter market. Until such time as our Common Stock is quoted on the OTCQB, the shares of Common Stock covered by this prospectus will be sold by the Selling Security Holders from time to time at a fixed price of $0.12 per share, representing the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets on January 24, 2018. If and when our Common Stock is regularly quoted on the OTCQB, the Selling Security Holders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated transactions.

 

We do not consider ourselves a shell company or a blank check company. We are committed to pursuing our business plan described in this Prospectus on a long-term basis. We and our management have no plans or intentions to be acquired by or to merge with an operating company, nor do we, our management or any of our shareholders, have plans to enter into a change of control or similar transaction or to change our management.

 

We have made no written communications as defined under Rule 405 of the Securities Act to prospective investors or investors.

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus.

 

Investing in our Common Stock is highly speculative and involves a high degree of risk.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus before making a decision to purchase our Common Stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

This Prospectus is dated _________, 2018

 

 

 

 

TABLE OF CONTENTS

 

  PAGE
Prospectus Summary 1
The Offering 4
Risk Factors 5
Cautionary Statement Regarding Forward-Looking Statements 15
Use of Proceeds 17
Determination of Offering Price 17
Dilution 17
Expenses of Registration 17
Dividend Policy 17
Selling Security Holders 18
Plan of Distribution 19
Description of Securities 20
Interest of Named Experts 22
Description of Business 22
Description of Property 26
Legal Proceedings 26
Market for Common Equity and Related Stockholder Matters 26
Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Comparative Results for Fiscal Years ending December 31, 2016 and 2015 29
Comparative Results for the 9-month period ending September 30, 2016 and 2015 30
Directors, Executive Officers, Promoters and Corporate Governance 32
Corporate Governance 34
Summary Compensation Table 35
Transactions with Related Persons, Promoters and Certain Control Persons 37
Disclosure of Commission Position on Indemnification of Securities Act Liabilities
Legal Matters 38
Where You Can Find More Information 38
Reports to Shareholders 38
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 38
Financial Statements F-1
Information Not Required in Prospectus II-1
Signatures II-4

 

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

 

You should rely only on the information that we have provided in this prospectus. We have not authorized anyone to provide you with different information and you must not rely on any unauthorized information or representation. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since the date on the front of this prospectus. We urge you to carefully read this prospectus before deciding whether to invest in any of the common stock being offered.

 

i

Table of Contents

 

PROSPECTUS SUMMARY

 

This summary highlights material information appearing elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. This summary may not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

None of our officers or directors agreed to serve as our officer or director about any written or verbal plan, agreement or understanding that they would solicit, participate in, or facilitate the sale of us (or a business combination with) to a third party looking to obtain or become a public reporting entity, and the officers and directors also confirm that they have no such intentions.

 

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire Prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision.

 

Our management has determined that it is in our best interests to become a reporting company under the Securities and Exchange Act of 1934 as amended (“Exchange Act”), and endeavor to establish a public trading market for our common stock on the OTCQB. Our management believes that establishing a public market: (i) will increase our profile as an active company in the licensing of our social networking platform, giving us greater identity and recognition: and (ii) will make it easier for us to attract additional equity capital, which we need to expand our business. There is no assurance that we will accomplish any of the foregoing goals and prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision.

 

Abbreviations

 

Unless the context otherwise requires, we use the terms “we”, “us” and “our” in this prospectus to refer to Social Life Network, Inc., Inc., a Nevada incorporated entity.

 

Our Chief Executive Officer, Ken Shawn Tapp is referred to herein as “Ken Tapp”.

 

Software applications are referred to herein as “apps”.

 

1

Table of Contents

 

Definition of a Social Media Platform

 

A platform used in social media leverages algorithms generated via artificial intelligence to better connect 2 users together.

 

Overview

 

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 eCommerce 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.

 

We also own cannabis/hemp related websites as detailed on page 23 from which we generate advertising revenue.

 

Our mission is to: (a) give entrepreneurs in niche industries the power to build their business and community connections online through our branded Platform for business professionals that wish to maintain, improve and expand their connections and to learn, share, market and sell their products and services online; and (b) operate and sell advertising on our Cannabis/Hemp related websites.

 

Business Strategy

 

Our business strategy is to combine traditional social networking with traditional e-commerce systems to provide the ability to use social media efforts with merchant services as income opportunities for users, including selling goods and services, auctioning items, giving and receiving product and digital services referrals, and affiliate marketing.

 

Recent Developments

 

Over the past 1 year, our significant developments are:

 

On January 1, 2017, we completed a Software License Agreement with Real Estate Social Network, Inc., the terms of which are detailed on page 26 of this Prospectus; and
On January 1, 2017, we completed a Software License Agreement with Sports Social Network, Inc., the terms of which are detailed on page 26 of this Prospectus.

 

Corporate Background

 

We were incorporated in California on August 30, 1985 as C J Industries.  On February 24, 2004, we merged with Calvert Corporation, a Nevada Corporation, our name was changed to Sew Cal Logo, Inc., and our domicile changed to Nevada.  

 

Receivership Action

 

In June 2014, we were 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). 

 

On January 29, 2016, we, as the seller (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.  We acted through Robert Stevens, the court-appointed receiver and White Tiger Partners, LLC, our judgment creditor.  In accordance with the terms of the Agreement:

 

1) The then current owners of the private company, Life Marketing, Inc., become our majority shareholders pursuant to which an aggregate of 119,473,334 restricted common stock shares were issued to our officers, composed of 59,73 6 ,667 shares each to our Chief Executive Officer, Ken Tapp, and Andrew Rodosevich, our Chief Financial Office
2) We cancelled all previously created preferred class of stock;
3) We delivered our newly issued, restricted common stock shares equivalent to approximately 89.5% of our outstanding shares as a control block in exchange for 100% of the Buyer’s outstanding shares;

 

2

Table of Contents

 

4) The court appointed receiver, Robert Stevens, sold to the Buyer its judgment and the Seller agreed to pay him $30,000 and the equivalent of 9.99% of the outstanding stock post-merger of the newly issued unregistered exempt shares.
5) Our then officers and directors were terminated and Ken Shawn Tapp and Andrew Rodosevich become our Chief Executive Officer/Director and Chief Financial Officer/Director, respectively;
6) We effected a 5,000 to 1 reverse stock split effective as of April 11, 2016, with each shareholder retaining a minimum of 100 shares;
7) We changed our name from Sew Cal Logo, Inc. to Social Life Network, Inc., which change was processed with the state of Nevada effective as of April 11, 2016;
8) We changed our stock symbol being changed from SEWC to WDLF; and
9) We decreased our authorized common stock shares of the company from 2,000,000,000 shares to 500,000,000 shares, effective in Nevada on March 17, 2016.

 

On June 6, 2016, the Court in the receivership matter issued an order pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended ratifying the above actions. The Court discharged the receiver on June 7, 2016.

 

Increase of Authorized Shares

 

On December 19, 2017, we increased our authorized shares to 700,000,000, par value $0.001, consisting of 500,000,000 common stock shares, 100,000,000 preferred shares and 100,000,000 Class B Common Shares. Our Board of Directors may establish the rights associated with the Preferred Shares and Class B Common Shares, which have not yet been established.

 

Private Placement Financing

 

From September 1, 2017 to December 15, 2017, we entered into a subscription agreement with 30 accredited investors. We offered common stock shares to the accredited investors at $0.15 per share. We issued a total of 1,730,001 Shares for total gross proceeds of $259,500.

 

Where You Can Find Us

 

Our principal executive office and mailing address is 8100 East Union Ave. Suite 1809, Denver, Colorado 80237. Our telephone number is (855) 933-3277.

 

Our Website

 

Our website is located at social-life-network.com We have other cannabis related websites that are located at various addresses described on page 23 of this Prospectus. No information included in our websites are included in this prospectus.

 

Risk Factors

 

Our business is subject to numerous risks described in the section entitled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include:

 

Our independent registered public accounting firm has issued a going concern opinion; there is substantial uncertainty that we will continue operations in which case you could lose your investment.
A decline in spending for platforms such as ours may result in a decrease in our revenues or lower our growth rate.
Our Social Networking Platform technology may become obsolete which could materially adversely affect our ability to license our Platform and generate revenue from it.
Our business strategy is dependent on our ability on behalf of our licensees to develop and maintain networks, online marketplaces, and application platforms and features to attract new users and retain existing ones.
If we lose key management, our business may materially suffer.
We expect to incur substantial expenses to meet our reporting obligations as a public company.
We generate a substantial majority of our revenue from our licensed Platform agreements; the loss of such agreements or our inability to grow sales of our Platform, will seriously harm our business.
We face significant competition with respect to both our Cannabis/Hemp websites and the sale of our Platform license, including MassRoots.com, which offers a social network platform to cannabis users and online advertising offerings.
If we are unable to compete effectively, our user base and level of user engagement may decrease, we may become less attractive to developers and marketers, and our revenue and results of operations may be materially and adversely affected.
Because our Chief Executive Officer and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded this could adversely impact our ability to comply with the reporting requirements of US securities laws.
Our Chief Executive Officer and Chief Financial Officer have potential conflicts of interest because of their interests in entities with which we have license agreements.
Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
Our management controls a large block of our common stock that will allow them to control us.
Our cannabis/hemp websites with respect to cannabis are dependent on state laws pertaining to the cannabis industry.
The market price of our Common Stock may fluctuate significantly in the future.
Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock in this offering.
We have 16,200,020 Warrants outstanding, which upon exercise may cause substantial dilution of your shares.

 

3

Table of Contents

 

THE OFFERING

 

Common Stock offered by selling security holders   8,060,001 Common Stock Shares
     
Common Stock outstanding before the offering   143,143,976 Common Stock Shares
     
Terms of the Offering   Until our shares are quoted on the OTCQB, the prices at which the selling security holders may sell their shares is $0.12, which was determined by the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets on January 24, 2018, which is $0.12.   The selling security holders have not engaged any underwriter regarding the sale of their shares of Common Stock.  If our common stock becomes traded on the OTCQB, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.
     

Termination of the Offering

 

  The offering will conclude upon the earliest of (i) such time as all the common stock has been sold pursuant to the registration statement or (ii) such time as all the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act (iii) or we decide at any time to terminate the registration of the shares at our sole discretion.
     
Trading Market   Our common stock is currently quoted on the OTC Markets’ OTCPink and there is an uneven and limited trading market for our securities.  We intend to apply for quotation on the OTCQB. We will require the assistance of a market maker to apply for quotation and there is no guarantee that a market maker will agree to assist us or be successful in obtaining approval for a quotation.
     
Use of proceeds   We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.
     
Expenses   We will pay all expenses associated with this registration statement
     
Reasons for Conducting this Offering and Filing an S-1 Registration Statement   We are filing an S-1 Registration Statement to become an SEC reporting company and have our common stock shares publicly traded on the OTCQB.
     
Risk Factors   The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 5.

 

4

Table of Contents

 

RISK FACTORS

 

The shares of our common stock being issued in the offering are highly speculative and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks occur, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of our investment. You should carefully consider the risks described below and the other information in this prospectus before in investing in our common stock.

 

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

 

Our independent registered public accounting firm has issued a going concern opinion; there is substantial uncertainty that we will continue operations in which case you could lose your investment.

 

In their report dated January 25, 2018, our independent registered public accounting firm, B F Borgers CPA PC, stated that our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. We have an accumulated deficit of $20,591,133 at December 31, 2016, had a net loss of $20,567,008, and used net cash of $113,999 in operating activities for the year ended December 31, 2016 ((the net loss and accumulated deficit consist of $20,344,344 of non-cash stock-based compensation expense.) These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.

 

If our Social Networking Platform technology becomes obsolete, our ability to license our Platform and generate revenue from it will be negatively impacted.

 

If our Platform technology becomes obsolete, our results of operations will be adversely affected. The market in which we compete is characterized by rapid technological change, evolving industry standards, introductions of new products, and changes in customer demands that can render existing products obsolete and unmarketable. Our Platform will require continuous upgrading, or our technology will become obsolete, and our business operations will be curtailed or terminate.

 

Our quarterly revenues and operating results are difficult to predict and may fall below analyst or investor expectations, which could cause the price of our common stock to fall.

 

If our operating results do not meet the expectations of securities analysts or investors, our stock price may decline. Fluctuations in our operating results may be due to several factors, including the following:

 

The gain or loss of customers;
Our ability to maintain or increase gross margins;
Our ability to anticipate market needs; and
Effect of new and emerging technologies.

 

Any one or a combination of the above factors may negatively impact our results of operations.

 

New social network, online marketplace or application platform features or changes to existing features could fail to attract new users, retain existing users or generate revenue.

 

Our business strategy is dependent on our ability on behalf of our licensees to develop and maintain networks, online marketplaces, and application platforms and features to attract new users and retain existing ones. Any of the following events may cause decreased use of our properties:

 

Emergence of competing websites and applications;
Inability to convince potential users to join our network or that of our licensees;
Technical issues related to mobile and desk top compatibility; and
Rise in safety or privacy concerns.

 

Should any of the above factors or a combination of such factors have a material effect on our business, our revenues and results of operations will be negatively affected.

 

If we lose key management, our business may materially suffer.

 

We are highly dependent on our management team, Ken Tapp, our Chief Executive Officer/Chief Technology Officer, Andrew Rodosevich, our Chief Financial Officer and D. Scott Karnedy, our Chief Operating Officer. We do not carry “key-man” life insurance on our officers. If we lose the services of one or more of our officers and are unable to replace them with equally competent officers, our business may be negatively impacted

 

5

Table of Contents

 

We expect to incur substantial expenses to meet our reporting obligations as a public company.

 

We estimate that it will cost approximately $150,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company, funds that would otherwise be spent for our business operations. Our public reporting costs may increase over time, which will increase our expenses and may decrease our potential profitability.

 

We have generated a majority of our revenue in 2015, 2016 and for the 9 months ending September 30, 2017 from advertising revenue, digital subscription services and licensing revenues, respectively; the loss of the majority of our revenues in future periods will negatively affect our results of operations.

 

The largest source of our revenue during Fiscal Year 2015 was $595,000 in display advertising revenues, which constituted 70% our total revenues.  During Fiscal Year 2016, the largest source of our revenues was $210,000 in digital subscription services revenues, constituting 86% of our total revenues. For the 9 months ended September 30, 2017, our largest source of our revenues was $90,000 in social network platform licensing revenues, which constituted 69% of our total revenues. T he loss of the majority of our revenues in future periods will negatively affect our results of operations.

 

Our business is highly competitive; competition presents an ongoing threat to the success of our business.

 

We face significant competition with respect to both our Cannabis/Hemp Social Networks and licensing of our eCommerce Social Network Platforms, including MassRoots.com, Leafly.com, Zillow.com, HOUZZ.com, TennisChannel.com and Cabelas.com which offer a variety of online advertising and eCommerce offerings. These competitors and other competitors have greater financial, operational, and personnel resources than we do. Should we fail to develop strategies to overcome our competition, our revenues will be negatively impacted.

 

We believe that our ability to compete effectively depends upon many factors both within and beyond our control.

 

Factors that may affect our ability to compete include:

 

the popularity, usefulness, ease of use, performance, and reliability of our services compared to our competitors’ services;
the size and composition of our user base;
marketing and selling efforts of our services and advertising;
our ability to cost-effectively manage and grow our operations; and
our reputation and brand strength relative to those of our competitors.

 

If we are unable to compete effectively, our user base and level of user engagement may decrease, we may become less attractive to developers and marketers, and our revenue and results of operations may be materially and adversely affected.

 

Because our Chief Executive Officer and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded this could adversely impact our ability to comply with the reporting requirements of US securities laws.

 

Our Chief Executive Officer and Chief Financial Officer have no experience managing an SEC Reporting Company that is publicly traded, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such reporting deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with Exchange Act reporting requirements. If we were to fail to fulfill those obligations, our ability to continue as a public company would be in jeopardy and you could lose your entire investment.

 

Our Chief Executive Officer and Chief Financial Officer have potential conflicts of interest because of their interests in entities with which we have license agreements.

 

Our Chief Executive Officer is also the Chief Technology Officer of our licensees, Real Estate Social Network and Sports Social Network, and owns approximately 39% of each such entity through a limited liability company of which he is the sole member. Our Chief Financial Officer is also a member of a limited liability company of which he is the sole member, which owns approximately 39% of each such entity. We have a license agreement with Real Estate Social Network providing that our licensees will pay us 20% of the net profits from all monthly subscriptions and online ad sales from licensee, paid annually, on the 31st day of January for the preceding year. We also have a license agreement with Sports Social Network. will receive $125,000 annually for the first two years of this agreement, and thereafter will receive 20% of the net profits from all monthly subscriptions and online ad sales from licensee, paid annually, on the 31 st day of January for the preceding year. Our Chief Executive Officer and Chief Financial Officer own 59.6% and 14.7% of our outstanding shares, respectively. Accordingly, our Chief Executive Officer and Chief Financial Officer have potential conflicts of interest between their interests in Real Estate Social Network and Sports Social Network and our interests, which may result in them favoring the interests of those networks over our interests and that of our shareholders.

 

6

Table of Contents

 

Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.

 

Our business and operations may consume resources faster than we anticipate and we will require additional funds to pursue our expansion opportunities. We will require substantial funds to expand our business through our marketing plan and in the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may be unavailable on favorable terms or at all. If adequate funds are un available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution. Our board is authorized to issue preferred stock, which could have rights and preferences senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock, diluting their interest or being subject to rights and preferences senior to their own.

 

Our financial statements may not be comparable to those of other companies.

 

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of The JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates, and our stockholders and potential investors may have difficulty in analyzing our operating results if comparing us to such companies.

 

We do not have an independent board of directors which could create a conflict of interests and pose a risk from a corporate governance perspective.

 

Our Board of Directors consists solely of current executive officers, which means that we do not have any outside or independent directors. The lack of independent directors:

 

May prevent the Board from being independent from management in its judgments and decisions and its ability to pursue the Board responsibilities without undue influence.
May present us from providing a check on management, which can limit management taking unnecessary risks.
Create potential for conflicts between management and the diligent independent decision-making process of the Board.
Present the risk that our executive officers on the Board may have influence over their personal compensation and benefits levels that may not be commensurate with our financial performance.
Deprive us of the benefits of various viewpoints and experience when confronting challenges that we face.

 

Because only our officers serve on our Board of Directors, it will be difficult for the Board to fulfill its traditional role as overseeing management.

 

Because we do not have a nominating, audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions.

 

We do not have a nominating, audit or compensation committee or any such committee comprised of independent directors. The board of directors performs these functions. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

Our Chief Executive Officer/Director and Chief Financial Officer/Director own a significant percentage of our outstanding voting securities, which could reduce the ability of minority shareholders to effect, certain corporate actions.

 

Our Chief Executive Officer/Director, Ken Tapp and our Chief Financial Officer/Director own 59.6% and 14.7% of our outstanding voting securities, respectively. As a result, currently, and after the offering, our officers will possess a significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

 

7

Table of Contents

 

RISKS RELATED TO GOVERNMENT REGULATION OF OUR BUSINESS

 

Our cannabis/hemp websites with respect to cannabis are dependent on state laws pertaining to the cannabis industry.

 

We have several websites in the cannabis/hemp area as detailed on page 23 of this Prospectus. As of the date of this registration statement, there are 29 states and the District of Columbia allow their citizens to use medical cannabis. Additionally, Colorado, Washington, Alaska, Oregon and Washington DC have legalized cannabis for adult use at the state (or district) level. Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state level. Any number of factors pertaining to lack of public or legislative support could slow or halt progress in this area. Further, progress in the cannabis industry is not assured.

 

Our cannabis/hemp websites are open to all Internet users, which may result in legal consequences; in such event, our results of operations will be negatively affected.

 

Our Terms and Conditions contained in our cannabis sites clearly state that our network and services pertaining to our cannabis/hemp related sites are only to be used by users who are over 21 years old and located where the use of cannabis/hemp is permissible under state law and only in a manner which would be permissible under the applicable state law. However, it is impractical to independently verify that all activity occurring on our network fits into this description. If we become subject to federal and state law enforcement, our brand name and results of operations will be negatively impacted.

 

Cannabis remains illegal under Federal law.

 

Despite the development of a legal cannabis industry under the laws of certain states, these state laws legalizing medical and adult cannabis use conflict with the Federal Controlled Substances Act, which classifies cannabis as a Schedule-I controlled substance and makes cannabis use and possession illegal on a national level. The United States Supreme Court has ruled that it is the Federal government that has the right to regulate and criminalize cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that legalize its use.

 

As the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services that we provide to users and advertisers. As a result, we may be subject to enforcement actions by law enforcement authorities, which would materially and adversely affect our business.

 

Under Federal law, and more specifically the Federal Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Our business provides services to customers that were engaged in the business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). Because of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on sale of our services.

 

Federal enforcement practices could change with respect to services providers to participants in the cannabis industry, which could adversely impact us. If the Federal government were to change its practices or were to expend its resources attacking providers in the cannabis industry, such action could have a materially adverse effect on our operations, our customers, or the sales of our products.

 

It is possible that additional Federal or state legislation could be enacted in the future that would prohibit our advertisers from selling cannabis, and, if such legislation were enacted, such advertisers may discontinue the use of our services, our potential source of customers would be reduced, causing revenues could decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant use and advertise on our products, which would be detrimental to the Company. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

 

We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, including user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation, and online payment services.

 

Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject to significant change. In addition, the application and Interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative and regulatory bodies that could significantly affect our business. Similarly, there have been recent legislative proposals in the United States, at both the federal and state level, that would impose new obligations in areas such as privacy and liability for copyright infringement by third parties. These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices.

 

8

Table of Contents

 

RISKS RELATED TO OUR STATUS AS AN EMERGING GROWTH COMPANY AND IF THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE, AN SEC REPORTING ISSUER

 

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.

 

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

 

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

 

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone could be several hundred thousand dollars per year. In addition, when we retain independent directors and/or add senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

 

In addition, being a public company could make it more difficult or costlier for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board, our Board committees or as executive officers.

 

The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

 

We are an “emerging growth company ,” and any decision on our part to comply only with certain reduced disclosure requirements applicable to “emerging growth companies” could make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

 

9

Table of Contents

 

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

 

We previously have not been required to maintain internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404(a)”). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are not currently in compliance with, and we cannot be certain when we will be able to implement the requirements of Section 404(a). We may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the price of our common stock could decline.

 

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements causing us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

 

We will be exempt from evaluating and disclosing the effectiveness of our internal controls over financial reporting for a period.

 

We will not be required to evaluate the effectiveness of our internal controls over procedures for financial reporting nor will we be required to disclose the results of such evaluation, until the filing of our second annual report. The lack of such evaluations may lead to an extended period of inadequate internal controls which could jeopardize the accuracy of our financial reporting, the result of which would be that investors would not be aware of any inaccurate reporting of our financial affairs.

 

If we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934 in the future, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A, our common shares (if listed or quoted) would no longer be eligible for quotation, which could reduce the value of your investment.

 

Because of this offering as required under Section 15(d) of the Exchange Act, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d).  However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Markets OTC Link, which could reduce the value of your investment.  There is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective.  Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC.  In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. 

 

Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies.

 

Pursuant to the JOBS Act of 2012, as an emerging growth company we can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the application date for private companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. As of present, there are no new or revised accounting standards that have been issued by the PCAOB or the SEC applicable to us for which we have adopted the application date for private companies.

 

10

Table of Contents

 

The JOBS Act will also allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC. The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Registrant meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

 

  be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
  be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;
  be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and
  be exempt from any rules that may be adopted by the Public Registrant Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

 

We intend to take advantage of some or all the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that the Registrant’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Registrant. As a result, investor confidence and the market price of our common stock may be adversely affected.

 

If our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC and meet other obligations, the failure of which could result in removal from the OTCQB quotation service.

 

If our shares are quoted on the OTCQB, we will be required to remain current in our filings with the SEC and, for eligibility on the OTCQB, we must maintain a stock price above $0.01 per share and pay annual dues. If we become delinquent in these requirements, we may be relegated to an inferior quotation service or quotation of our common stock could be terminated. If our shares are not eligible for quotation on the OTCQB, investors in our common stock may find it difficult to sell their shares.

 

If we fail to adhere to corporate governance and public disclosure requirements under the federal securities laws, the SEC may file litigation against us, which would adversely affect our business and financial results.

 

Because of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

 

Additionally, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business as well as our financial results may be adversely affected.

 

We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers .

 

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage or financially be unable to obtain such coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

 

11

Table of Contents

 

RISKS RELATED TO OUR SECURITIES

 

An investment in our shares is highly speculative. 

 

The shares of our common stock are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the risk factors contained herein relating to our business and prospects. If any of the risks presented herein actually occur, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

 

The market price of our Common Stock may fluctuate significantly in the future.

 

If our application to trade our Common Stock on the OTCQB is approved, we expect that the market price of our Common Stock may fluctuate in response to one or more of the following factors, many of which are beyond our control:

 

  competitive pricing pressures;
  our ability to market our services on a cost-effective and timely basis;
  changing conditions in the market;
  changes in market valuations of similar companies;
  stock market price and volume fluctuations generally;
  regulatory developments;
  fluctuations in our quarterly or annual operating results;
  additions or departures of key personnel; and
  future sales of our Common Stock or other securities.

 

The price at which you purchase shares of our Common Stock may not be indicative of the price that will prevail in the trading market. Shareholders may experience wide fluctuations in the market price of our securities. These fluctuations may have a negative effect on the market price of our securities and may prevent a shareholder from obtaining a market price equal to the purchase price such shareholder paid when the shareholder attempts to sell our securities in the open market. In these situations, the shareholder may be required either to sell our securities at a market price, which is lower than the purchase price the shareholder paid, or to hold our securities for a longer period than planned. An inactive or low trading market may also impair our ability to raise capital by selling shares of capital stock. You may be unable to sell your shares of Common Stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment. Any of the risks described above could adversely affect our sales and profitability and the price of our Common Stock.

 

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock in this offering.

 

We do not currently anticipate declaring and paying dividends to our stockholders in the foreseeable future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no material revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of shares of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, which currently do not intend to pay any dividends on shares of our common stock for the foreseeable future.

 

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

 

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy shares of our common stock.

 

12

Table of Contents

 

There is no active public trading market for our common stock and an active market may never develop.

 

The public trading market for our common stock on the OTCMarkets tier, OTC Pink, has reflected an uneven and inactive market. We may be unable to establish an active market on the OTCQB and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may be unable to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result, holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, only investors having no need for liquidity in their investment should purchase our securities and who can hold our securities for an indefinite period.

 

The market for penny stock has suffered in recent years from patterns of fraud and abuse.

 

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

 

We have authorized 100,000,000 Preferred Shares and 100,000,000 Class B Common Shares that may result in our officers having the ability to influence stockholder decisions.

 

We have not yet set the preferences for our Preferred Shares or Class B Common Shares. The board of directors has the power to establish the dividend rates, liquidation preferences, and voting rights of any series of preferred stock, and these rights may be superior to the rights of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock; as such, if we establish such terms and privileges to our preferred shares and we sell or issue preferred shares in future transactions to new investors such investors in subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of the Registrant. Our Board of Directors has not yet established the rights to Class B Common Shares, but such rights may include additional voting power to our officers giving them control over a majority of our outstanding voting power, they would then have the power to control future stock-based acquisition transactions, to fund employee equity incentive programs, and give them the ability to elect certain directors and to determine the outcome of all matters submitted to a vote of our stockholders. This concentrated control eliminates other stockholders’ ability to influence corporate matters

 

Future sales and issuances of our capital stock, exercise of warrants outstanding or rights to purchase capital stock could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

 

We may issue additional securities following the completion of this offering. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. Additionally, because we have 16,200,020 Warrants outstanding, which are exercisable for five cents per share with a warrant exercise period of 5 years, any material exercise of the Warrants will because substantial dilution to your shares.

 

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible .

 

The trading of our securities, if any, will be in the over-the-counter market, which is commonly referred to as the OTCQB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

 

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

 

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

13

Table of Contents

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

 

  the basis on which the broker or dealer made the suitability determination, and

  that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Disclosure also must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, probably, will be subject to such penny stock rules for the foreseeable future and our shareholders will, likely, find it difficult to sell their securities.

 

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws; these restrictions may make it difficult or impossible to sell shares in those states.

 

Apart from our being quoted on OTCPink, there is currently no established public market for our common stock, and there can be no assurance that any established public market would develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution-State Securities-Blue Sky Laws.”

 

The forward-looking statements contained in this Prospectus report may prove incorrect.

 

This Prospectus contains certain forward-looking statements, including among others: (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding our business through regional centers; and (iii) our ability to distinguish ourselves from our current and future competitors. These forward-looking statements are based largely on our current expectations and are subject risks and uncertainties. Actual results could differ materially from these forward-looking statements. In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the environmental cleanup industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace. Considering these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Prospectus will, in fact, transpire.

 

14

Table of Contents

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding us and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on our financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on us. There can be no assurance that future developments affecting us will be those anticipated. These forward-looking statements involve risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. The following factors, among others, could cause our actual results and performance to differ materially from the results and performance projected in, or implied by, the forward-looking statements:

 

the success of our licensed Platform;
our ability to successfully develop and expand our operations;
changes in economic conditions;
economic and other trends and developments;
increasing competition in the industry in general;
changes in attitudes or negative publicity regarding the use of cannabis and health concerns;
the success of our marketing programs;
potential fluctuations in our quarterly operating results due to new products and other factors;
the loss of key members of our management team;
the impact of federal, state or local government regulations relating to the industry;
our ability to raise capital in the future;
increased costs and obligations because of being a public company;
concentration of ownership among our existing executives, directors and principal shareholders may prevent new investors from influencing significant corporate decisions; and
other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

 

ABOUT THIS PROSPECTUS

 

In making your investment decision, you should only rely on the information contained in this prospectus. We have not authorized anyone to provide you with any other or different information. If anyone provides you with information that is different from, or inconsistent with, the information in this prospectus, you should not rely on it. We believe the information in this prospectus is materially complete and correct as of the date on the front cover. We cannot, however, guarantee that the information will remain correct after that date. For that reason, you should assume that the information in this prospectus is accurate only as of the date on the front cover and that it may not still be accurate on a later date. This document may only be used where it is legal to sell these securities. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sales of our shares of common stock.

 

You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

 

This prospectus does not offer to sell, or ask for offers to buy, any shares of our common stock in any state or other jurisdiction in which such offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

 

No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” and the “Company” refer to Social Life Network, Inc.

 

15

Table of Contents

 

S UMMARY

 

The following summary highlights material information in this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including “Risk Factors” the financial statements and the notes to the financial statements.

 

Business Overview

 

We license our Platform to niche businesses for an annual license fee and/or a percentage of profits. Additionally, we own cannabis/hemp related websites as detailed on page 23 from which we generate advertising revenue

 

Emerging Growth Company Status

 

As a company with less than $1 billion in revenue in our last fiscal year, we are defined as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act. We will retain “emerging growth company” status until the earliest of:

 

The last day of the fiscal year during which our annual revenues are equal to or exceed $1 billion;
The last day of the fiscal year following the fifth anniversary of our first sale of common stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, which we refer to in this document as the Securities Act;
The date on which we have issued more than $1 billion in nonconvertible debt in a previous three-year period; or
The date on which we qualify as a large accelerated filer under Rule 12b-2 adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., an issuer with a public float of $700 million that has been filing reports with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act for at least 12 months).

 

As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to SEC reporting companies. For so long as we remain an emerging growth company we will not be required to:

 

have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Wall Street Reform and Consumer Protection Act of 2002;
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
submit certain executive compensation matters to stockholder non-binding advisory votes;
submit for stockholder approval golden parachute payments not previously approved;
disclose certain executive compensation related items, as we will be subject to the scaled disclosure requirements of a smaller reporting company with respect to executive compensation disclosure; and
present more than two years of audited financial statements and two years of selected financial data in this registration statement and future filings, instead of the customary three years for audited financial statements and five years for selected financial data.

 

Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of The JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates. Section 107 of the JOBS Act provides that our decision to opt into the extended transition period for complying with new or revised accounting standards is irrevocable.

  

16

Table of Contents

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of Common Stock by the selling security holders. All net proceeds from the sale of our Common Stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” We have agreed to bear the expenses relating to the registration of the Common Stock for the selling security holders.

 

DETERMINATION OF OFFERING PRICE

 

The offering price of the shares of Common Stock was determined by the average of the high and low prices as reported on the OTC Pink Tier of the OTC Markets on January 24, 2018, which is $0.12.

 

The prices at which the shares or common stock covered by this prospectus may be sold will be determined by the prevailing public market price for shares of common stock, by negotiations between the selling security holders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution.”

 

The offering price of the shares of our common stock does not necessarily bear any relationship to market value, our book value, assets, past operating results, financial condition or any other established criteria of value.

 

Our common stock is currently quoted on OTCPink. We will be filing with otcmarkets.com to obtain a quotation on the OTCQB. There is no assurance that our common stock will trade at any certain market price, as prices for the common stock in any public market, which may develop, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

 

DILUTION

 

The Common Stock to be sold by the Selling Security Holders as provided in the “Selling Security Holders” section is currently issued Common Stock. Accordingly, there will be no dilution to our existing stockholders. 

 

EXPENSES OF REGISTRATION

 

 We are bearing all costs relating to the registration of the shares of common stock offered hereby. These expenses are estimated to be $46,620.42

 

DIVIDEND POLICY

 

We have never declared dividends or paid cash dividends on our common stock and our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

 

17

Table of Contents

 

SELLING SECURITY HOLDERS

 

The selling security holders named in this prospectus are offering 8,080,001 common stock shares. We will not receive any proceeds from the sale of shares being sold by Selling Security Holders. 30 of the selling security holders acquired their shares through a cash purchase of shares in a private placement, 4 of the Selling Security Holders acquired their shares by converting receiver certificates and 5 of the selling security holders received their shares pursuant to agreements in which we granted shares in return for services.

 

The following table sets forth the names of the selling security holders and the number of shares of Common Stock beneficially owned by each of the Selling Security Holders as of January 25, 2018. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holders may offer all or part of the shares for resale from time to time. However, the Selling Security Holders are under no obligation to sell all or any portion of such shares nor are the selling security holders obligated to sell any shares immediately upon effectiveness of this prospectus. The Selling Security Holders have furnished all information with respect to share ownership.

 

Name   Shares Beneficially Owned Prior to Offering     Shares to be Offered (1)     %Amount Beneficially Owned After Offering (2)  
                   
ANNE MARY SHIRER     66,667       66,667       0  
BEAU LAPOINT     133,333       133,333       0  
BRIAN BROOKS     66,667       66,667       0  
BRITT GLASSBURN     200,000       200,000       0  
DEBBIE AVRIN     66,667       66,667       0  
JENNIFER LEANNE WHITE     33,333       33,333       0  
LYNN S. MURPHY     333,000       333,333       0  
MICHAEL HALL     20,000       20,000       0  
ROBERT LAPOINT     66,667       66,667       0  
RYAN MANSHOLT     100,000       100,000       0  
SCOTT SANG S TER     66,667       66,667       0  
TRINITY CLAYCOMB     66,667       66,667       0  
VLADIMIR BOGOMOLOV     133,333       133,333       0  
DENISE CHERYL LAPOINT     46,667       46,667       0  
JON CLINTON WRIGHT     6,667       6,667       0  
SANDRA MIXON WRIGHT     6,667       6,667       0  
JOSE NOLASCO     13,000       13,333       0  
BARBARA EMMA PERRUCCIO     20,000       20,000       0  
SHERRY LEE RENEE SERNA     6,667       6,667       0  
MARK EUGENE MAHAFFEY     16,667       16,667       0  
JOSHUA KEVIN LYLE     13,333       13,333       0  
KARLA HERNANDEZ-FERNANDEZ     13,333       13,333       0  
IRENE GLAZER     33,333       33,333       0  
MICHELLE HALL     6,667       6,667       0  
ERIN PRICE     33,333       33,333       0  
AMBER HUDSON     33,333       33,333       0  
PETER BUNTING     33,333       33,333       0  
ERIK LIND     6,667       6,667       0  
RANDALL E. NAPIER     20,000       20,000       0  
DONALD STEPHENSON     66,667       66,667       0  
ROBERT P. JACOBSEN     266,000       266,000       0  
FOXY CONSULTING, LLC (3)     532,000       532,000       0  
JUSTIN DINKEL     266,000       266,000       0  
KEVIN LARSON PRESENTS, LLC (4)     266,000       266,000       0  
EMERGING MARKETS                        
CONSULTING, LLC (5)     4,750,000       1,500,000       3.2  
LONNIE KLAESS     1,000,000       1,000,000       0  
MIKE FULLER     1,000,000       1,000,000       0  
BRUCE KENNEDY     500,000       500,000       0  
TRANG PHAM     1,000,000       1,000,000       0  
                         
      8,060,001                  

 

( 1) This Registration Statement covers the resale by selling security holders of a maximum of 8,060,001 common stock shares.
(2) Assuming the sale of all shares registered hereunder.
(3) Foxy Consulting, LLC is a Colorado registered Limited Liability Company; Kurt Tribelhorn has sole dispositive and transfer power over the shares.
(4) Kevin Larson Presents, LLC is a Colorado Limited Liability Company; Kevin Larson has sole dispositive and transfer power over the shares.
(5) Emerging Markets Consulting, LLC is a Florida Limited Liability Company; James S. Painter III has sole dispositive and transfer power over the shares.

 

18

Table of Contents

 

Except as otherwise defined above, none of the selling shareholders or their beneficial owners:

 

  has had a material relationship with us other than as a shareholder at any time within the past three years; or

  has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

  are broker-dealers or affiliated with broker-dealers.

 

There are no agreements between us and any selling shareholder and us pursuant to which the shares subject to this registration statement were issued.

 

PLAN OF DISTRIBUTION

Shares Offered by the Selling Security Holders

 

This prospectus relates to the resale of an aggregate of 8,080,001 shares of our common stock, par value $0.001 per share.

 

The Selling Security Holders may, from time to time, sell any or all of the shares of our common stock covered by this prospectus at a fixed price of $ 0.12 per share, representing the average of the high and low prices as reported on the OTC Markets on January 24, 2018. If and when our common stock is regularly quoted on the OTCQB, the Selling Security Holders may sell all or a portion of their respective shares of common stock covered by this prospectus from time to time at prevailing market prices at the time of sale, at varying prices or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security;
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
a combination of any such methods of sale; or
any other method permitted pursuant to applicable law.

 

The Selling Security Holders may also sell securities under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus.

 

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as may be set forth in a supplement to this prospectus, in the case of an agency transaction, not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the securities or interests therein, the Selling Security Holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Security Holders may also sell securities short and deliver these securities to close out such short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Security Holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities that require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (however, in such case, we must file a prospectus supplement or an amendment to this registration statement under applicable provisions of the Securities Act amending it to include such successors in interest as Selling Security Holders under this prospectus).

 

The Selling Security Holders might not sell any, or all, of the shares of our common stock offered pursuant to this prospectus. In addition, we cannot assure you that the Selling Security Holders will not transfer the shares of our common stock by other means not described in this prospectus.

 

The Selling Security Holders and any brokers, dealers, agents or underwriters that participate with the Selling Security Holders in the distribution of our common stock pursuant to this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In this case, any commissions received by these broker-dealers, agents or underwriters and any profit on the resale of our common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. In addition, any profits realized by the Selling Security Holders may be deemed to be underwriting commissions. If the Selling Security Holders and any brokers, dealers, agents or underwriters that participate with the Selling Security Holders in the distribution of our common stock pursuant to this prospectus are deemed to be an underwriter, the Selling Security Holders and such other participants in the distribution may be subject to certain statutory liabilities and would be subject to the prospectus delivery requirements of the Securities Act in connection with sales of shares of our common stock.

 

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

19

Table of Contents

 

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the Selling Security Holders or any other person. We will make copies of this prospectus available to the Selling Security Holders and will inform them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

DESCRIPTION OF SECURITIES

 

Authorized Capital Stock

 

We are authorized to issue 700,000,000 shares of capital Stock in the denominations set forth below, $0.001 par value per share.

 

Common Stock

 

We are authorized to issue 500,000,000 shares of common stock, 100,203,335 shares of which are outstanding.

 

Holders of our Common Stock Shares

 

As of January 25, 2018, there were 44 holders of record of our common stock.

 

Preferred Stock

 

We are authorized to issue 100,000,000 preferred shares, no shares of which are outstanding. We have not yet set the rights and preferences of our preferred shares.

 

Class B Common Shares

 

We are authorized to issue 100,000,000 Class B shares, no shares of which are outstanding. We have not yet set the rights and preferences of our preferred shares.

 

Common Stock Rights

 

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there is no redemption or sinking fund provisions or rights. Our Common Stock holders are not entitled to cumulative voting for election of Board members. Each share of our Common Stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders. Holders of our Common Stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors.

 

Dividend Rights

 

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

1. We would not be able to pay our debts as they become due in the usual course of business; or
2 Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

20

Table of Contents

 

Stock Option Grants

 

We do not have a stock option plan in place and have not granted any stock options.

 

Warrants

 

We have 16,200,020 warrants outstanding. Each Warrant entitles the holder to one common stock share at an exercise price of five cents. The term of the Warrants is 5 years.

 

Sales Pursuant to Rule 144

 

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

 

Rule 144

 

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for 90 days, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for a least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

 

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for 90 days, our affiliates or persons selling shares on behalf of our affiliates who own shares that were acquired from us or an affiliate of ours at least six months prior to the proposed sale are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

 

1% of the number of shares of common stock then outstanding, which will equal 1,002,033 shares as of the date of this Prospectus; or
the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

 

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

 

Transfer Agent and Registrar

 

Our transfer agent is First American Stock Transfer, Inc., 4747 N. 7th Street, Suite 170, Phoenix, AZ 85014 and their telephone number is 602-485-1346.

 

Penny Stock Considerations

 

Our shares will be “penny stocks”, as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

 

21

Table of Contents

 

In addition, under the penny stock regulations, the broker-dealer is required to:

 

  Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
  Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
  Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and
  Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares will be subject to such penny stock rules and our shareholders will, likely, find it difficult to sell their securities.

 

INTEREST OF NAMED EXPERTS

 

Frederick M. Lehrer, P. A. is passing upon the legality of the shares offered under this registration statement. Frederick M. Lehrer owns 500,000 restricted shares of our common stock.

 

Our financial statements for the fiscal years ended December 31, 2015 and December 31, 2016 included in this prospectus and the registration statement have been audited by BF Borgers, CPA, PC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

DESCRIPTION OF BUSINESS

Industry Background

 

Users

 

The number of worldwide users is expected to reach some 2.95 billion by 2020, around a third of Earth’s entire population. The region with the highest penetration rate of social networks is North America, where around 60 percent of the population has at least one social account. As of 2016, 78 percent of the United States population had a social networking profile. Leading social networks usually boast a high number of user accounts or strong user engagement metrics. For example, Facebook is the first social network having surpassed the 1 billion monthly active user marks and as of the first quarter of 2017, has more than 1.94 billion MAU worldwide. The market potential of social networks is still increasing, as not only user figures but also user engagement continues to grow. As of the 4th quarter of 2015, the average daily time spent on social networks by users in the United States clocked in at almost 1.7 hours per day. On average, global internet users spend some 109 minutes per day surfing social networks. This prompts worldwide brands and their marketers to use that time and screen space to promote various products and services via social media marketing or social advertising.

 

Source of above data: https://www.statista.com/topics/1164/social-networks/

 

Online Retail Sales

 

Online retail sales are estimated to reach 4.47 Trillion dollar a year World-Wide by 2021.

Source of above data: eMarketer - https://www.emarketer.com/Report/Global-Ecommerce-Platforms-2017-Country-by-Country-Review-of-Top-Retail-Ecommerce-Sites/2002047 ).

 

Advertising and Sales – Cannabis/Hemp Websites

 

Online advertising and monthly digital subscription sales for cannabis/hemp related websites and mobile apps is estimated to be a 40 billion dollar a year industry in the United State by 2021.

 

Source of above data: ArchView Group; https://globenewswire.com/news-release/2018/01/02/1277236/0/en/NEW-REPORT-Legal-Marijuana-Industry-to-Generate-40-billion-in-Economic-Impact-by-2021.html )

 

Strategy

 

Our strategy is to give entrepreneurs the power to build their business and community connections online through our branded Social Life Network Platform (the “Platform”).

 

22

Table of Contents

 

Mission

 

Our mission is to: (a) give entrepreneurs in niche industries the power to build their business and community connections online through our branded Platform, which is geared to business professionals that wish to maintain, improve and expand their connections and to learn, share, market and sell their products and services online; and (b) operate and sell advertising on our Cannabis related websites.

 

Our Social Marketing Platform

 

We license our Social Life Network SaaS (Software as a service) Internet Platform (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 an eCommerce 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 subculture, such as hunting and fishing, tennis, real estate professionals, health and fitness, charity causes, and more.

 

Our Platform licensing agreements are for a minimum of two years. Our fee structure includes a combination of annual fees and/or a minimum of 20% of the net profits that are generated by the licensee from monthly subscriptions services and online advertising sales from their platform users.

 

We developed our social networking and eCommerce Platform specifically for industries that we believe have a passionate consumer base, that communicate in non-public channels, and their commerce activity is highly based on referral and “copy-cat” consumption. As an example, we license our Platform to the residential real estate industry and niche sports verticals like hunting and fishing. Our platform uses machine learning (A.I.) that interpolates the user behavior data through their online social activity to better connect the right people and businesses together, at the right time when online in our social network. Contrary to other social networks and eCommerce systems like Facebook and Amazon where everyone is grouped together and forced to listen to the white-noise, our Platform increases online user connectivity and stronger relationships between businesses, and their customers.

 

To date, our Platform is accessed by subculture industries in over 120 countries and is translated in multiple languages. Our language translation files for the Platform include 80% or more of the following languages: English, German, Hungarian, Portuguese, Turkish, Polish, Russian, Swedish, Slovenian, French, Dutch, Portuguese, Czech, Persian, Ukrainian, Vietnamese, Romanian, Spanish, Italian and Japanese. The foregoing will position international use of our Platform immediately following our launch through individual licensing agreements.

 

Cannabis and Hemp Industry Platforms

 

We also own and operate cannabis and hemp industry Platforms from which we generate advertising revenue.

 

Our Platforms in the emerging cannabis and hemp industry world-wide are used to provide a social network for communicating between businesses and consumers so they can learn about the cannabis and hemp industry, and the use of thc and cbd products. The platforms are only a social network and does not include any type of eCommerce functions for businesses to sell their goods. We generate revenue from the following cannabis sites from advertising only.

 

WeedLife.com – A cannabis/hemp social network
Weed Circles .com – A cannabis/hemp business social network.
WeedWorthy.com – A cannabis/hemp news network.
WeedPons.com – A cannabis/hemp discount and deals site.
WeedVoice.com – A cannabis/hemp video network.
WeedLife.com – A cannabis/hemp business search engine.
WeedSite.biz- A website builder for cannabis related businesses.
The DispensaryMap.com – Consists of map sites for locating local dispensaries.
The WeedAppp.com – A mobile application builder for businesses in the cannabis industry.

 

Our cannabis and hemp Platforms are characterized by:  

 

Viewed by more than 150 million online users across a total of 80+ websites & mobile apps;
Boosts online organic Search Engine Optimization (SEO) results through our ProListings direct business listing connection to major search engines;
Through Desktop and Laptop users, reaches 53% in Local Searches, and 60% of all mobile users of local searches;
Reaches more than 110 million connected mobile devices across the United States; and
Enhances online business branding and map location presence throughout websites and mobile apps

 

23

Table of Contents

 

How we Generate Revenue

 

We generate revenues through:

 

License Agreements – We generate revenue through licensing agreements from which we receive an annual license fee or a percentage of net profits (see page _ for more details on licensing agreements).
Online Advertising – Priced based on the CPC (cost per click) and CPM (cost per 1000 ad impressions).
Premium Monthly Subscriptions - Provides business director and online review management for monthly subscriptions.

 

Target Markets

 

We have targeted niche industries through our various platforms, including the following:

 

Cannabis and hemp
Hunting and fishing
Racket sports
Residential real estate.

 

We will continue to target niche industries based on sub-culture behavior.

 

Competition

 

We face competition in the social networking sector for the hemp and cannabis community, including WeedLife.com social network, which competes with one of the other social networks in the cannabis space, Massroots.com has 1 million members. Collectively with our licensees, we compete on a larger scale with Facebook, LinkedIn, eBay, and other social networks and eCommerce sites for users’ engagement, all of which have substantially more financial resources, and a significantly larger user-base than we do.

 

Competitive Advantages

 

Our competitive advantage is that we are solely dedicated to niche industries that business and consumer users that do not feel comfortable sharing content and information on other social networks like Facebook, LinkedIn and Twitter, as it may either jeopardize their personal and professional reputations or be completely lost in the white-noise of billions of other posts. Additionally, we have developed specialized features for these niche industries that incorporates eCommerce directly in to a users’ social networking account. This integration of eCommerce directly in to social networking sets our Platform apart from our current competitors.

 

Competitive Disadvantages

 

Our competitive disadvantages are that we do not have the operational and financial resources that our competitors have, which results in our having fewer resources to market our social network brands, advertise our digital services, acquire new users on our social networks, and sell our advertising and digital services to business customers, as compared to our competitors.

 

Marketing

 

Our marketing consists of:

 

Trade shows
Print advertising
Digital press advertising
Online videos
Social media
Blogging
Advertising networks

 

24

Table of Contents

 

Seasonality

 

We do not have a seasonal business cycle.

 

Raw Materials

 

We do not use raw materials in our business.

 

Reliance Upon Revenue Source


The largest source of our revenue during Fiscal Year 2015 was $595,000 in display advertising revenues, which constituted 70% our total revenues.  During Fiscal Year 2016, the largest source of our revenues was $210,000 in digital subscription services revenues, constituting 86% of our total revenues. For the 9 months ended September 30, 2017, our largest source of our revenues was $90,000 in social network platform licensing revenues, which constituted 68% of our total revenues.

 

Reliance Upon One or a Few Customers

 

During the 9 months ending September 30, 2017, $90,000 constituting 68% of our revenues was derived from license fees we received from Real Estate Social Network and Sports Social Network, which revenues are related party revenues as detailed on pages 37 and 38 of this Prospectus.

 

Our Expansion Plans

 

We intend to expand our business, as follows:

 

Hiring our sales and marketing team for our cannabis/hemp sites.
Expansion of our customer service team.
Expansion of our production department for fulfillment of sales.

 

Employees

 

We have 1 full-time employee, Mike Fuller, who is our Information Content Director for our Platforms. As our Content Director, he monitors the content posted to our social networks to make sure it coincides with our End User License Agreement (EULA), supports customer service requests, optimizes the content posted in our social networks to be easily indexed by search engines, and stays engages with end user requests for new features added to each network.

 

Independent Contractors

 

During 2016 and 2017, we had 22 and 28 independent contractors, respectively, that wrote and managed our social network and e-commerce code, and to keep our platform updated and secured each month.

 

To be Hired Employees

 

By our year end 2018, we plan to hire 16 full-time sales representatives and 8 full time production staff for our cannabis/hemp sites contingent upon adequate revenues and/or financing.

 

Research and Development

 

None.

 

Compliance with Environmental Laws

 

Our operations are not subject to federal, state or local environmental regulations.

 

Patents and Intellectual Property/Trademarks/Licenses/Franchises

 

We do not currently own any patents and have no intention of applying for patents. We have no franchise or royalty agreements. We have license agreements, which are described on page 26 of this Prospectus. The US Patent and Trademark Office published our trademark “Weed Life” on May 5, 2015.

 

25

Table of Contents

 

Material Agreements

 

Software License Agreement with Real Estate Social Network, Inc.

 

We have a January 1, 2017 Software License Agreement with Real Estate Social Network, Inc., a Colorado corporation, whereby we, as the licensor, licensed our software to Real Estate Social Network as the licensee. This agreement provides that we will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee, paid annually, on the 31st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed. We are required to provide acceptance testing to establish whether the licensed software operates properly. If the testing does not yield expected results, we, as the licensor are required to correct errors at our own cost. If later acceptance testing fails to yield the expected results, the licensee may terminate the agreement upon written notice. We provide a 180-day limited warranty that the licensed software will conform in all material respect of the documentation specifications.

 

Software License Agreement with Sports Social Network, Inc.

 

We have a January 1, 2017 Software License Agreement with Sports Social Network, Inc., a Colorado corporation, whereby we, as the licensor, licensed our software to Sports Social Network, Inc. as the licensee. This agreement provides that we will receive $125,000 USD annually for the first two years of this agreement, and thereafter will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee, paid annually, on the 31 st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed. We are required to provide acceptance testing to establish whether the licensed software operates properly. If the testing does not yield expected results, we, as the licensor are required to correct errors at our own cost. If later acceptance testing fails to yield the expected results, the licensee may terminate the agreement upon written notice. We provide a 180-day limited warranty that the licensed software will conform in all material respect of the documentation specifications.

 

DESCRIPTION OF PROPERTY

 

Our executive and administrative office is located at 8100 East Union Ave. Suite 1809, Denver, Colorado 80237. Our office consists of 4 offices and a conference room. Our lease was renewed on December 1st, 2017 for a 1-year term. Our administrative office is 2,500 square feet and we pay $4,500 per month rent. The space is adequate for our needs.

 

LEGAL PROCEEDINGS

 

We are not a party to any legal proceedings. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

 

Our Common Stock trades on the OTC Pink Tier of the OTC Markets, Inc. under the symbol “WDLF”. The following table sets forth the high and low sale prices for our Common Stock for each quarterly period within the two most recent fiscal years. There has been minimal reported trading to date in the Company’s common stock.

 

The following table sets forth the high and low closing bid prices for our Common Stock for the fiscal quarter indicated as reported on the OTC. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

Quarter ended   High     Low  
January 31, 2018*            
December 31, 2017   $ 0.15     $ 0.12  
September 30, 2017   $ 0.33     $ 0.12  
June 30, 2017   $ 0.46     $ 0.12  
March 31, 2017   $ 1.00     $ 0.25  
December 31, 2016   $ 0.38     $ 0.10  
September 30, 2016   $ 0.15     $ 0.07  
June 30, 2016   $ 1.00     $ 0.07  
March 31, 2016   $ 2.50     $ 0.50  
December 31, 2015   $ 0.50     $ 0.55  
September 30, 2015   $ 1.00     $ 0.50  
June 30, 2015   $ 2.50     $ 0.50  
March 31, 2015   $ 2.50     $ 0.50  

 

* The high and low prices during January 2018 up to January 24, 2018 are $0.12 and $0.12, respectively

 

26

Table of Contents

 

DESCRIPTION OF PROPERTY

 

Our executive and administrative office is located at 8100 East Union Ave. Suite 1809, Denver, Colorado 80237. Our office consists of 4 offices and a conference room. Our lease was renewed on December 1st, 2017 for a 1-year term. Our administrative office is 2,500 square feet and we pay $4,500 per month rent. The space is adequate for our needs.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

 

Critical Accounting Policies and Estimates

 

Revenue recognition

 

We follow 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.

 

Stock-based Compensation

 

We account 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, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

 

We account 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.

 

27

Table of Contents

 

Net income (loss) per common share

 

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. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. Our diluted loss per share is the same as the basic loss per share for the years ended December 31, 2016 and 2015, as the inclusion of any potential shares would have had an anti-dilutive effect due to our generating a loss.

 

Recently Issued Accounting Pronouncements

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect this standard will have on our financial statements.

 

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated cash flows.

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

Trends and Uncertainties

 

Our business is subject to the following trends and uncertainties:

 

Expansion of live streaming on Facebook could sway our users to spend more time away from our Networks.
Social video is reaching saturation across social networks in general.
Social platforms embrace strong governance policies, i.e. when content is inappropriate or violates end user agreement, which could affect how much content is posted on our Networks.
Brands fatigue from new tools and tactics on social networks could result in fewer users embracing some of our new business and eCommerce tools on our Networks.

 

Going Concern

 

Our financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business for the foreseeable future. We have an accumulated deficit of $20,591,133 at December 31, 2016, had a net loss of $20,567,008, and used net cash of $113,999 in operating activities for the year ended December 31, 2016 ((the net loss and accumulated deficit consist of $20,344,344 of non-cash stock-based compensation expense.) These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. While we believe that we will be successful in obtaining the necessary financing and generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved and that we will succeed in our future operations.

 

28

Table of Contents

 

We will attempt to overcome the going concern opinion by increasing our revenues, as follows:

 

By licensing additional Social Network and eCommerce Platforms;
By increasing our marketing staff to enhance our “WeedLife” brand to cannabis/hemp related consumers and businesses located throughout the world;
By increasing our social media staff in our attempt to increase our monthly network traffic from our current 30 million-page views, to support the sales staff growth in online advertising sales on our cannabis/hemp related websites and mobile apps;
By increasing our sales staff for online advertising and monthly digital subscription sales on our cannabis/hemp related websites and mobile apps;
By increasing our licensee tech and R&D support to Sports Social Network, Inc. for the increase of membership acquisition, page view traffic, online advertising sales and eCommerce transactions on all of our sports social network websites and mobile apps; and
By increasing our licensee tech and R&D support to Real Estate Social Network, Inc. for the sales of online advertising and monthly digital subscription services to real estate professionals on our social network in the international real estate community.

 

The foregoing goals will increase expenses and possible net losses. There is no assurance we will be successful in any of these goals.

 

COMPARATIVE RESULTS FOR FISCAL YEARS

 

Results of Operations for the years ended December 31, 2016 and 2015

 

Revenues

 

For the year ended December 31, 2016, we recognized revenue of $244,895 compared to $838,606 of revenue for the year ended December 31, 2015, representing a decrease of $593,711 or 70.7%. The $593,711 decrease is primarily attributable to eliminating our sales and marketing staff.

 

Cost of Revenue

 

Cost of revenue was $22,471 for the year ended December 31, 2016 compared to $301,104 for the year ended December 31, 2015, representing a decrease of $278,633 or 92.5%. The $278,633 decrease is primarily attributable to terminating our advertising sales during FY 2016.

 

Operating Expenses

 

Compensation expense decreased $34,384, or 22.3% to $119,122 for year ended December 31, 2016 from $153,506 for the year ended December 31, 2015. The $153,506 decrease is primarily attributable to eliminating our sales and marketing staff and expenses related thereto.

 

Consulting expense increased by $162,630, or 148.6%, to $272,000 for the year ended December 31, 2016 from $109,370 for the year ended December 31, 2015. During the current period, we granted 3,000,000 shares of common stock for consulting services for total non-cash expense of $240,000.

 

Professional fees increased $48,985 to $52,246 for the year ended December 31, 2016 from $3,261 for the year ended December 31, 2015. During the current period, we granted 1,000,000 shares of common stock for accounting services for total non-cash expense of $160,000, $48,667 of which was recognized in 2016 with the remaining debited to prepaid expense. Professional fees consist mostly of costs for accounting, audit and legal services. The $48,985 increase is attributable to increased legal fees associated with SEC filings and increased audit and additional consulting services.

 

During the year ended December 31, 2016, we issued 132,893,334 shares of common stock regarding: (a) termination of the receivership; and (b) the reverse merger ( See Note 1 to the 2016 year-end financial statements). The shares were valued on the date of grant for total non-cash expense of $19,934,000.

 

General and administrative expense increased by $6,798, or 2.2% to $310,984 for the year ended December 31, 2016 from $304,186 for the year ended December 31, 2015. During the current period, we granted 2,500,000 shares of common stock for total non-cash expense of $400,000, $121,667 of which was recognized in 2016 with the remaining debited to prepaid expense.

 

29

Table of Contents

 

Net Loss

 

Our net loss for the for the year ended December 31, 2016 was $20,567,008 compared to $32,821 for the year ended December 31, 2015. The increase in net loss is a direct result of the stock issued for services as well as a loss on conversion of debt of $101,080.

 

Liquidity and Capital Resources

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the year ended December 31, 2016, net cash flows used in operating activities was $113,999 compared to $4,821 for the year ended December 31, 2015.

 

Cash Flows from Financing Activities

 

For the year ended December 31, 2016, cash flows from financing activities was $106,929, which included $81,926 from related party loans and $25,000 from the sale of common stock. For the year ended December 31, 2015, we used $1,843 of cash in financing activities.

 

COMPARATIVE RESULTS FOR FISCAL YEARS

 

Results of Operations for the 3-month periods ended September 30, 2017 and 2016

 

Revenues

 

For the 3-month period ending September 30, 2017, we recognized revenue of $11,064 compared to $42,380 of revenue for the 3-month period ending September 30, 2016, representing a decrease of $31,316 or 73.8%. The $11,064 decrease is primarily attributable to eliminating our sales and marketing staff.

 

Cost of Revenue

 

Cost of revenue was $1,433 for the 3-month period ending September 30, 2017 compared to $1,661 for the 3-month period ending September 30, 2016, representing a decrease of $228 or 13.7%. The $228 decrease is primarily attributable to terminating our advertising sales during FY 2016.

 

Operating Expenses

 

Compensation expense decreased $11,158 or 44.7% to $13,754 for the 3-month period ending September 30, 2017 from $24,912 for the 3-month period decrease is primarily attributable ending September 30, 2016. The $24,912 decrease is primarily attributable to eliminating our sales and marketing staff and expenses related thereto.

 

Consulting expense increased by $200,000 to $210,000 for the 3-month period ending September 30, 2017 from $10,000 for the 3-month period ending September 30, 2016. During the current period, we granted 1,750,000 shares of common stock for consulting services for total non-cash expense of $210,000.

 

Professional fees decreased by $66,528 to $67,178 for the 3-month period ending September 30, 2017 from $650 for the 3-month period ending September 30, 2016. During the current period, we granted 500,000 shares of common stock for legal services for total non-cash expense of $66,500. Professional fees consist mostly of costs for accounting, audit and legal services.

 

30

Table of Contents

 

During the 3-month period ending September 30, 2017, we recognized $155,000 of non-cash stock-based compensation expense for warrants that became exercisable during the period. There was no such expense in the prior period.

 

General and administrative expense decreased by $34,209, or 79.7% to $8,669 for the 3-month period ending September 30, 2017 from $42,878 for the 3-month period ending September 30, 2016. The decrease is primarily attributable to a decrease in computer and internet expense and other general expense.

 

Net Loss

 

Our net loss for the for the 3-month period ending September 30, 2017 was $444,970 compared to $37,721 for the 3-month period ending September 30, 2016. The increase in net loss is a direct result of the stock and warrants issued for services.

 

Results of Operations for the 9-month periods ended September 30, 2017 and 2016

 

Revenues

 

For the 9-month period ending September 30, 2017, we recognized revenue of $131,292 compared to $218,786 of revenue for the 9-month period ending September 30, 2016, representing a decrease of $87,494 or 39.9%. The $87,494 decrease is primarily attributable to eliminating our sales and marketing staff.

 

Cost of Revenue

 

Cost of revenue was $6,560 for the 9-month period ending September 30, 2017 compared to $20,317 for the 9-month period ending September 30, 2016, representing a decrease of $13,757 or 67.7%. The $13,757 decrease is primarily attributable to terminating our advertising sales during FY 2016.

 

Operating Expenses

 

Compensation expense decreased $48,736 or 48.6% to $51,517 for the 9-month period ending September 30, 2017 from $100,253 for the 9-month period ending September 30, 2016. $51,517 decrease is primarily attributable to eliminating our sales and marketing staff and expenses related thereto.

 

Consulting expense increased by $50,000, or 31.2%, to $210,000 for the 9-month period ending September 30, 2017 from $160,000 for the 9-month period ending September 30, 2016. During the current period, we granted 1,750,000 shares of common stock for consulting services for total non-cash expense of $210,000.

 

Professional fees decreased by $93,547, or 57.5% to $68,913 for the 9-month period ending September 30, 2017 from $162,460 for the 9-month period ending September 30, 2016. During the current period, we granted 500,000 shares of common stock for legal services for total non-cash expense of $66,500. Professional fees consist mostly of costs for accounting, audit and legal services. The $93,547 decrease is attributable to lower non-cash expense associated with stock for services.

 

During the 9-month period ending September 30, 2017, we recognized $863,000 of non-cash stock-based compensation expense for warrants that became exercisable during the period. There was no such expense in the prior period.

 

During the 9-month period ending September 30, 2016, we issued 132,893,334 shares of common stock regarding: (a) termination of the receivership; and (b) the reverse merger ( See Note 1 to the 2016 year-end financial statements). The shares were valued on the date of grant for total non-cash expense of $19,934,000. There were no such stock issuances during the 9-month period ending September 30, 2017.

 

31

Table of Contents

 

General and administrative expense decreased by $582,662, or 88.1% to $78,012 for the 9-month period ending September 30, 2017 from $660,674 for the 9-month period ending September 30, 2016. The $582,662 decrease is primarily attributable to stock issued for services in the prior period. For the 9-months ended September 30, 2016, we granted 2,500,000 shares of common stock for total non-cash expense of $400,000.

 

Net Loss

 

Our net loss for the for the 9-month period ending September 30, 2017 was $1,146,710 compared to $20,919,998 for the 9-month period ending September 30, 2016. The decrease in net loss is a direct result of the stock issued for services as well as a loss on conversion of debt of $101,080 in the prior period.

 

Liquidity and Capital Resources

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. For the 9-month period ending September 30, 2017, net cash flows used in operating activities was $7,289 compared to $80,142 for the 9-month period ending September 30, 2016.

 

Cash Flows from Financing Activities

 

For the 9-month period ending September 30, 2017, cash flows from financing activities was $0. For the 9-month period ending September 30, 2017, we received $71,926 of cash in financing activities which included $46,926 from related party loans and $25,000 from the sale of common stock.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

 

Board of Directors

 

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified. We reimburse all directors for their expenses in connection with their activities as our directors.

 

Board Leadership Structure and Role in Risk Oversight

 

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in our best interests and its shareholders to combine these roles. Due to the small size and our early development stage, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

 

Our board of directors is primarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. The board of directors focuses on the most significant risks facing our general risk management strategy, and us and ensures that risks undertaken by us are consistent with the board’s appetite for risk. While the board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us and that our board leadership structure supports this approach.

 

32

Table of Contents

 

Directors and Executive Officers and Corporate Governance.

 

The following information sets forth the names of our officers and directors, their present positions, and some brief information about their background.

 

Name   Age   Position(s)   Director Since
Ken Tapp   47   Chief Executive Officer/Chief Technology Officer/Director   June 2016
Andrew Rodosevich   31   Chief Financial Officer/Director   June 2016
D. Scott Karnedy   56   Chief Operating Officer   N/A

 

Background of Officers and Directors

 

Ken Shawn Tapp has served as our Chief Executive Officer/Chief Technology Officer/Director since June 6, 2016. In addition to his responsibilities as our Chief Executive Officer, Ken Tapp oversees the ongoing development, data architecture and cloud security of our social networks through the use of Independent Contractors. Ken Tapp has served as an officer of Internet companies since 1999, including as: (a) from January 2013 to June 2016, as the Chief Operating Officer of Life Marketing, Inc., the forerunner of the then private company, Social Life Network, Inc; (b) the Chief Executive Officer/Chief Technology Officer of Cherry Creek Internet Group, an Internet marketing company; (c) as the Chief Executive Officer/Chief Technology Officer of CCMG, an advertising company from September of 1999 to August of 2009; (d) as the Chief Technology Officer of CCMG from January of 2003 to December of 2007; and (d) as the Chief Technology Officer of BRIMS-RES Australia, Pty Ltd., a SaaS company, from September of 2009 to August of 2011. Ken Tapp was the Vice President of Move.com, the parent company of Realtor.com, from January 1996 through their IPO in August 1999.

 

Andrew Rodosevich has served as our Chief Financial Officer/Director since June 6, 2016. From January 2013 to June 2016, he was the Chief Financial Officer of Life Marketing, Inc., the forerunner of the then private company, Social Life Network, Inc. Andrew Rodosevich was the Chief Executive Officer and founder of Elevated Medical, a licensed medical cannabis dispensary company in Colorado, from October 2009 to January of 2011.

 

D. Scott Karnedy has served as our Chief Operating Officer since October 12, 2016. D. Scott Karnedy has served as an officer or Vice President of sales and marketing for digital media and Internet companies since 1998, including: (a) as Vice President of Sales of AOL from June of 2001 to December of 2003; (b), as Senior Vice President of Sales and Marketing of SiriusXM, from September of 2003 to October of 2008; (c) as Chief Revenue Officer of Technicolor, a Digital Film company from November of 2008 to February of 2012; (c) as Chief Revenue Officer of Indiewire Snag Films, a film production company, from February of 2012 to August of 2014; and (d), as Senior Vice President of Global Sales of Myspace from January of 2014 to August of 2014. D. Scott Karnedy has served as the founder and Chief Executive Officer of Valhalla Advisors, a Revenue Acceleration Company consultant for digital media companies from October of 2014 to October of 2017.

 

Code of Ethics

 

Our Code of Ethics is filed as Exhibit 14 hereto and is posted on our website at: social-life-network.com.

 

Family Relationships

 

There are no family relationships among our directors and/or our officers.

 

Meetings of our Board of Directors

  

We have had 1 meeting of our Board of Directors during 2017. Other corporate actions were taken by unanimous Board consent.

 

Terms of Office

 

Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our Board of Directors or terminated pursuant to their employment agreements.

 

Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Equity Compensation Plans

 

We have issued stock to our Chief Operating Officer and Chief Financial Officer and for services rendered to us. Additionally, we have issued warrants to independent consultants. We may grant stock options to executive employees and directors and certain vendors in lieu of cash payment after the registration of shares is effective. However, such plans have not yet been established. There are no other securities authorized for issuance under equity compensation plans at this time.

 

33

Table of Contents

 

CORPORATE GOVERNANCE

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Director Independence

 

Our Board of Directors is currently composed of two members, Ken Tapp and Andrew R Rodosevich, none of which qualify as independent directors. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

 

Audit, Nominating and Compensation Committee

 

We currently do not have audit, nominating or compensation committees nor do we have a written nominating, compensation or audit committee charter. Our Board of Directors will review audit, nominating and compensation matters.

 

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a) (14) of the FINRA Rules.

 

We believe that our Director(s) can analyze and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our Directors do not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted at this time.

 

Policy Regarding Transactions with Related Persons

 

We do not have a formal, written policy for the review, approval or ratification of transactions between us and any director or executive officer, nominee for director, 5% stockholder or member of the immediate family of any such person that are required to be disclosed under Item 404(a) of Regulation S-K. However, our policy is that any activities, investments or associations of a director or officer that create, or would appear to create, a conflict between the personal interests of such person and our interests must be assessed by our Chief Executive Officer and must be at arms’ length.

 

Involvement in Certain Legal Proceedings

 

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

 

  1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
  2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
  3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

34

Table of Contents

 

  4. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

  5. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

  6. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or Shareholder Proposals

 

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our corporate governance develops to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

Summary Compensation Table

   

The following table sets forth information regarding each element of compensation that we pay or award to our named executive officers for the fiscal year of 2016 and 2014. No other executive officers or directors received annual compensation in excess of $100,000 during the last two fiscal years.

 

Name and Principal Position   Year   Salary  ($)     Bonus  ($)     Stock  Awards ($)     Option  Awards ($)     Non-  Equity Incentive Plan Compensation ($)     Non-  Qualified Deferred Compensation Earnings ($)     All  Other Compensation ($)     Totals  ($)  
Ken Tapp   2016 (1)   $ 0       0       0       0       0       0       0       0  
CEO   2015*   $ 0       0       0       0       0       0       0       0  
                                                                     
Andrew
Rodosevich
  2016 (1)   $ 0       0       0       0       0       0       0       0  
CFO   2015*   $ 0       0       0       0       0       0       0       0  
                                                                     
D. Scott
Karnedy,
  2016                   $ 25,000                                     $ 25,000  
COO (1) (2)   2015*                                                                

 

* Ken Tapp, Andrew Rodosevich and D. Scott Karnedy were not officers, directors or employees during 2015.
(1) None of our officers have received a monetary salary.
(2) We granted D. Scott Karnedy 500,000 shares for his services as our Chief Operating Officer.

 

Employment Contracts, Termination of Employment

 

We have no employment contracts with our Chief Executive Officer or Chief Financial Officer. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

 

Compensation of Directors

 

We have not compensated our Directors.  

 

35

Table of Contents

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth certain information as of January 25, 2018, with respect to the beneficial ownership of the Company’s Common Stock by: (i) all persons known by the Company to be beneficial owners of more than 5% of the Company’s Common Stock, (ii) each director and Named Executive Officer, and (iii) by all executive officers and directors as a group.

 

Name   No. of Shares of
Common Stock
  Percent of Class
(1)(2)
Beneficial Owners over 5%        
Somerset Private Fund, Ltd (4)     13,320,000       13. 35   
                 
Executive Officers/Directors (3)                
Ken Tapp, CEO (5)     59,736,667       59.91  
Andrew Rodosevich, CFO (6)     14,736,667       14.78  
D. Scott Karnedy, COO     500,000       0.005  
                 
Total - All 5% owners and Executive Officers     88,293,334       88.55  

  

1. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  
2. Based on 99,703,335 issued and outstanding shares of common stock.
3.

The address for our Executive Officers/Directors is 8100 East Union Ave., Suite 1809, Denver, Colorado 80237 and the telephone number is (855) 933-3277.

4. Somerset Private Fund, Ltd. (“Somerset”) is registered in the state of Colorado. There are 6 limited partners of Somerset. Robert Stevens is the President of Somerset and holds a 90% interest in Somerset. Somerset’s Board of Directors has sole dispositive and transfer power over the shares.
5. Ken Tapp has indirect beneficial ownership of 59,736,667 shares through LBC Consulting, LLC, a Colorado Limited Liability Company, of which he is the sole member and Managing Member. Ken Tapp has sole dispositive and transfer power over the shares.
6. Andrew Rodosevich has direct beneficial ownership interest of 5,000,000 shares and indirect beneficial ownership of 9,736,667 through Rodosevich Investments, LLC, a Colorado Limited Liability Company, of which he is the sole member and Managing Member. Andrew Rodosevich has sole dispositive and transfer power over the shares.

 

Outstanding Equity Awards at Fiscal Year-End December 31, 2016 And December 31, 2015

 

    Number of Securities Underlying Unexercised Options
(#)
Exercisable
    Number of Securities Underlying Unexercised Options
(#)
Unexercisable
    Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
    Option Exercise Price
($)
    Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested
(#)
    Market Value of Shares or Units of Stock That
Have Not Vested
($)
    Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
    Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
 
                                                       
Ken Tapp     0       0       0       0       0       0       0       0       0  
                                                                         
Andrew Rodosevich     0       0       0       0       0       0       0       0       0  
                                                                     
D. Scott Karnedy     0       0       0       0       0       0       0       0       0  

 

36

Table of Contents

 

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

 

Related Parties

 

We have software license agreements with Real Estate Social Network, Inc. and Sports Social Network, which provides that we pay a license fee of $125,000 for a period of two years and thereafter receive a 20% percentage of profits. Our Chief Executive Office, Ken Tapp owns 59.6% of our outstanding shares and is also the Chief Technology Officer of Real Estate Social Network and Sports Social Network and owns approximately 40% each of those entities through LBC Consulting, LLC, of which he is the only member. Our Chief Financial Officer, Andrew Rodosevich, owns 14.7% of our outstanding shares and is a Managing Member of Real Estate Social Network and Sports Social Network and owns approximately 39% of those entities through Rodosevich Investments, LLC, of which Andrew Rodosevich is the sole member. During the 9 months ending September 30, 2017, $90,000 constituting 68% of our revenues was derived from license fees we received from Real Estate Social Network and Sports Social Network, which revenues are related party revenues.

 

Our related party revenue for the 9 months ending September 30, 2017 was $90,000.

 

On February 16, 2016, we executed a Note Payable with an employee for $5,000. The note is unsecured, non-interest bearing and due February 1, 2018.

 

On June 6, 2016, we issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of LVC Consulting is our Chief Executive Officer, Ken Tapp.

 

On June 6, 2016, we issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of Rodosevich Investments is our Chief Financial Officer, Andrew Rodosevich.

 

On July 18, 2016, we executed a Note Payable with Andy Rodosevich, the Company’s CFO, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019.

 

On September 1, 2016, we executed a Note Payable with Like RE, Inc. for $53,000. Ken Tapp, our Chief Executive Officer also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018.

 

37

Table of Contents

 

Apart from the above transactions, none of our Officers or Directors has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which we are proposed to be a party. Additionally, apart from the above transactions in so far as our Chief Executive Officer founding and organizing our business and therefore deemed a promoter, there are no other promoters.

 

Given our small size, we have not adopted formal policies and procedures for the review, approval or ratification of related party transactions with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

 

LEGAL MATTERS

 

The validity of the issuance of the common stock hereby will be passed upon for us by Frederick M. Lehrer, P. A. Frederick M. Lehrer, principal of the firm, owns 500,000 shares of our common stock, none of which are being registered on this S-1.

 

AVAILABLE INFORMATION

 

We have filed with the SEC a Registration Statement on Form S-1 under the Securities Act in connection with this offering of our Common Stock by our Selling Security Holders. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to our Common Stock, and us we refer you to the Registration Statement, including the exhibits and the financial statements and notes filed as a part of the Registration Statement. We have included herein the material terms of material agreements and documents attached hereto as exhibits. Nonetheless, statements contained in this Prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, please see the copy of the contract or document that has been filed. Each statement in this Prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the Registration Statement should be referenced for the complete contents of these contracts and documents. A copy of the Registration Statement and the exhibits filed therewith may be inspected without charge at the public reference room of the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov .

 

REPORTS TO SHAREHOLDERS

 

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our securities can no longer be quoted on the OTCQB. There is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC, even though we are no longer required to do so under Section 15(d), and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus, the filing of a Form 8-A in such event makes our securities continue to be able to be quoted on the OTCQB. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million; however, we voluntarily intend to do so if we are no longer obligated to file reports under Section 15(d). For further information, pertaining to our common stock, and us we refer you to our registration statement and the exhibits thereto, copies of which may be inspected without charge at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Information concerning the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. Copies of all or any part of the registration statement may be obtained at prescribed rates from the SEC. The SEC also makes our filings available to the public on its Internet site ( http://www.sec.gov ).

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

We have had no changes in or disagreements with our independent registered public accountant.

 

38

Table of Contents

 

SOCIAL LIFE NETWORK, INC.

INDEX TO FINANCIAL STATEMENTS

   

Condensed Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016 F-2
   
Condensed Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited) F-3
   
Condensed Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited) F-4
   
Notes to the unaudited Condensed Financial Statements F-5
   
Report of Independent Registered Public Accounting Firm F-10
   
Balance Sheets as of December 31, 2016 and 2015 F-11
   
Statements of Operations for the years ended December 31, 2016 and 2015 F-12
   
Statements of Stockholders’ Equity for the years ended December 31, 2016 and 2015 F-13
   
Statements of Cash Flows for the years ended December 31, 2016 and 2015 F-14
   
Notes to the Financial Statements F-15

 

  F- 1  

Table of Contents  

  

SOCIAL LIFE NETWORK, INC.

CONDENSED BALANCE SHEETS

 

 

    September 30,
2017
    December 31,
2016
 
ASSETS   (unaudited)        
Current Assets:            
Cash   $ 22     $ 7,311  
Accounts receivable     4,179       9,274  
                 
Total Assets   $ 4,201     $ 16,585  
                 
LIABILITIES AND STOCKHOLERS’ EQUITY (DEFICIT)                
Current Liabilities:                
Other payables and accruals   $ 47,730     $ 52,904  
Total Current Liabilities     47,730       52,904  
Loans payable – related party     84,400       84,400  
Total Liabilities     132,130       137,304  
                 
Stockholders’ Equity (Deficit):                
Common Stock par value $0.001 500,000,000 shares authorized, 139,893,976 and 420,642 shares issued, respectively     139,894       137,644  
Additional paid in capital     21,855,686       20,718,436  
Common stock to be issued     4,000       4,000  
Accumulated deficit     (22,127,509 )     (20,980,799 )
Total Stockholders’ Equity (Deficit)     (127,929 )     (120,719 )
Total Liabilities and Stockholders’ Equity (Deficit)   $ 4,201     $ 16,585  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

  F- 2  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

 

 

    For the Three Months
Ended
September 30,
  For the Nine Months
Ended
September 30,
    2017   2016   2017   2016
Revenues:                
Digital Marketing   $ 11,064     $ 42,042     $ 48,892     $ 160,228  
Advertising     -       338       -       58,558  
Licensing revenue – related party     -       -       82,400       -  
Total revenue     11,064       42,380       131,292       218,786  
Costs of goods sold     1,433       1,661       6,560       20,317  
Gross margin     9,631       40,719       124,732       198,469  
                                 
Operating Expenses:                                
Compensation expense     13,754       24,912       51,517       100,253  
Consulting – related party     210,000       10,000       210,000       160,000  
Professional fees     67,178       650       68,913       162,460  
Stock based compensation - warrants     155,000       -       863,000       -  
Stock compensation - receivership     -               -       2,013,000  
Stock compensation – receivership – related party     -               -       17,921,000  
General and administrative     8,669       42,878       78,012       660,674  
Total operating expenses     454,601       78,440       1,271,442       21,017,387  
                                 
Loss from operations     (444,970 )     (37,721 )     (1,146,710 )     (20,818,918 )
                                 
Other expense                                
Loss on conversion of debt     -       -       -       (101,080 )
Total other expense     -       -       -       (101,080 )
                                 
Net Loss   $ (444,970 )   $ (37,721 )   $ (1,146,710 )   $ (20,919,998 )
                                 
Loss per Share, Basic & Diluted   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.36 )
Weighted Average Shares Outstanding     139,021,693       137,643,976       138,108,262       58,008,081  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

  F- 3  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

    For the Nine Months
Ended
September 30,
 
    2017     2016  
Cash flow from operating activities:                
Net Loss for the Year   $ (1,146,710 )   $ (20,919,998 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock based compensation     1,139,500       20,734,000  
Loss on conversion of debt     -       101,080  
Changes in operating assets and liabilities:                
Accounts receivable     5,095       26,518  
Accrued expenses     (5,174 )     (21,742 )
Net cash used operating activities     (7,289 )     (80,142 )
                 
Cash flows used in investing activities:     -       -  
                 
Cash flows from (used in) financing activities:                
Loans from related parties     -       46,926  
Proceeds from the sale of common stock     -       25,000  
Net cash provided by financing activities     -       71,926  
                 
Net decrease in cash     (7,289 )     (8,216 )
Cash at beginning of period     7,311       14,384  
Cash at end of period   $ 22     $ 6,168  
Supplemental Disclosures:                
Cash paid during the year for:                
Interest   $ -     $ -  
Franchise and income taxes   $ -     $ -  

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

  F- 4  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Social Life Network, Inc. (the “Company”) was incorporated in the State of California on August 30, 1985. as C J Industries. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, and its name was changed to Sew Cal Logo, Inc., and the domicile changed to Nevada.  

 

The Company licenses its 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. The Platform is a cloud-based social network and eCommerce 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.

 

The Company also owns cannabis/hemp related websites from which it generates advertising revenue.

 

In June 2014, the Company 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). 

 

On January 29, 2016, the Company, as the seller (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.  We acted through Robert Stevens, the court-appointed receiver and White Tiger Partners, LLC, our 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 119,473,334 restricted common stock shares were issued to our officers, composed of 59,736,667 shares each to our Chief Executive Officer, Ken Tapp and Andrew Rodosevich, our Chief Financial Officer. The agreement further provides that:

 

1) The Company cancelled all previously created preferred class of stock;

 

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

 

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

 

4) The Company’s then officers and directors were terminated and Ken Tapp and Andrew Rodosevich become the Company’s Chief Executive Officer/Director and Chief Financial Officer/Director, respectively;

 

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

 

6) The Company changed its name from Sew Cal Logo, Inc. to WeedLife, Inc., and later to Social Life Network, Inc. effective in Nevada as of April 11, 2016;

 

7) The Company changed its stock symbol from SEWC to WDLF;

 

8) The Company decreased its authorized common stock shares from 2,000,000,000 shares to 500,000,000 shares, which was effective with the Nevada Secretary of State on March 17, 2016.

 

On June 6, 2016, the Court in the receivership matter issued an order pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Securities Act”), ratifying the above actions. The receiver was discharged on June 7, 2016.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s audited financial statements for the year ended December 31, 2016.

 

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.

 

  F- 5  

Table of Contents  

 

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.

 

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 the 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.

 

The Company generates revenues through three primary sources: 1) licensing agreements from which the Company receives an annual license fee or a percentage of net profits; 2) online advertising with priced based on the CPC (cost per click) and CPM (cost per 1000 ad impressions); and 3) premium monthly digital marketing subscriptions which provide business director and online review management for monthly subscriptions.

 

Recently issued accounting pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting 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 unaudited financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has an accumulated deficit of ($22,127,509) at September 30, 2017, had a net loss of ($1,146,710), and used net cash of $7,289 in operating activities for the nine months ended September 30, 2017. The net loss consists of $1,139,500 of non-cash stock based compensation expense. 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 it generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. 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 and that the Company will succeed in its future operations.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

The Company has software license agreements with Real Estate Social Network, Inc. and Sports Social Network. With the Real Estate Social Work license agreement, the Company will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee (Real Estate Social Network), paid annually, on the 31st day of January for the preceding year. Due to the related party nature of this agreement, revenue will only be recognized when received. The Company received $25,000 and $0 for the nine months ended September 30, 2016 and 2015, respectively from Real Estate Social Network, Inc. With the Sports Social Life Network license agreement, the Company will receive $125,000 annually for the first two years of this agreement, and thereafter will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee, paid annually, on the 31 st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed for both license agreements. Due to the related party nature of this agreement revenue will only be recognized when received. The Company received $57,400 and $0 for the nine months ended September 30, 2016 and 2015, respectively from Sports Social Network. The Company’s Chief Executive Office, Ken Tapp owns 59.6%  of the Company’s outstanding shares and is also the Chief Technology Officer of Real Estate Social Network and Sports Social Network and owns approximately 40% each of those entities through LBC Consulting, LLC, of which he is the only member. The Company’s Chief Financial Officer, Andrew Rodosevich, owns 14.7%  of our outstanding shares and is a Managing Member of Real Estate Social Network and Sports Social Network and owns approximately 39% of those entities through Rodosevich Investments, LLC, of which Andrew Rodosevich is the sole member.

 

  F- 6  

Table of Contents  

 

On February 16, 2016, the Company executed a Note Payable with an employee for $5,000. The note is unsecured, non-interest bearing and due February 1, 2018.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of LVC Consulting is the Company’s Chief Executive Officer, Ken Tapp.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of Rodosevich Investments is the Company’s Chief Financial Officer, Andrew Rodosevich.

 

On July 18, 2016, the Company executed a Note Payable with Andy Rodosevich, the Company’s CFO, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019.

 

On September 1, 2016, the Company executed a Note Payable with Like RE, Inc. for $53,000. Ken Tapp, our Chief Executive Officer is also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018.

 

NOTE 5 – STOCK WARRANTS

 

During the nine months ended September 30, 2017, and the year ended December 31, 2016, the Company granted 9,900,020 and 6,400,000 warrants, respectively to various third parties for services. Each warrant entitles the holder to one common stock share at an exercise price of five cents. The term of the warrants is 5 years from the initial exercise date. The warrants will be expensed as they become exercisable beginning January 1, 2017 through September 1, 2019. During the nine months ended September 30, 2017, 4,300,000 of the warrants vested. The aggregate fair value of the warrants totaled $863,000 based on the Black-Scholes-Merton pricing model using the following estimates: exercise price of $0.05, stock prices ranging from $0.07 to $0.38, risk free rates ranging from 1.15% - 2.06%, volatility ranging from 481% to 502%, and expected life of the warrants of five years.

 

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

 

    Shares
available to
purchase with
warrants
    Weighted
Average
Price
    Weighted
Average
Fair Value
 
                   
Outstanding, December 31, 2016     6,400,000     $ .05     $ 0.17  
                         
Issued     9,900,020     $ .05     $ -  
Exercised     -     $ -     $ -  
Forfeited     -     $ -     $ -  
Expired     -     $ -     $ -  
Outstanding, September 30, 2017     16,300,020     $ 0.05     $ -  
                         
Exercisable, September 30, 2017     4,300,000     $ -     $ 0.02  

 

Range of Exercise Prices     Number Outstanding
9/30/2017
    Weighted Average Remaining
Contractual Life
    Weighted
Average Exercise
Price
 
$ 0.05       16,300,020       4.80 years     $ 0.05  

 

  F- 7  

Table of Contents  

 

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company effected a 5,000 to 1 reverse stock split effective as of April 11, 2016, with each shareholder retaining a minimum of 100 shares. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse.

 

On June 6, 2016, the Company issued 13,420,000 restricted common stock shares to Somerset Private Fund, Ltd. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $2,013,000.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of LVC Consulting is the Company’s Chief Executive Officer, Ken Tapp.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of Rodosevich Investments is the Company’s Chief Financial Officer, Andrew Rodosevich.

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Michael Fuller in connection with his Search Optimization and Content Monitoring Services as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of September 30, 2017, the shares have not yet been issued by the transfer agent so the shares have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 500,000 restricted common stock shares to Bruce Kennedy in connection with his News Monitoring and Article Publishing Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $80,000. As of September 30, 2017, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Trang Pham in connection with her Accounting Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of September 30, 2017, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Lonnie Klaess in connection with his Secretarial and Office Management Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of September 30, 2017, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 24, 2016, the Company issued 532,000 restricted common stock shares to Foxy Consulting, LLC, resulting from Foxy Consulting converting a receivership certificate in the amount of $26,600. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $31,920.

 

On June 24, 2016, the Company issued 266,000 restricted common stock shares to Justin Pinkel resulting from Justin Pinkel converting a receivership certificate in the amount of $13,300. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $15,960.

 

On June 24, 2016, the Company issued 266,000 restricted common stock shares to Robert P. Jacobsen resulting from Robert P. Jacobsen converting a receivership certificate in the amount of $13,300. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $37,240.

 

On June 30, 2016, the Company issued 266,000 restricted common stock shares to Kevin Larson Presents, LLC, resulting from Kevin Larson Presents converting a receivership certificate in the amount of $13,300. The shares are valued at $0.19, the closing stock price on the date of grant, for a loss on conversion of debt of $15,960.

 

  F- 8  

Table of Contents  

 

On August 1, 2016, the Company issued 3,000,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares are valued at $0.08, the closing stock price on the date of grant, for total non-cash expense of $240,000.

 

On August 2, 2017, the Company issued 1,750,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares are valued at $0.12, the closing stock price on the date of grant, for total non-cash expense of $210,000.

 

On August 14, 2017, the Company issued 500,000 restricted common stock shares to Frederick M. Lehrer in connection with his services as the Company’s corporate/securities counsel. The shares are valued at $0.13, the closing stock price on the date of grant, for total non-cash expense of $66,500.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued, and has determined that no material subsequent events exist other than the following:

 

On October 1, 2017, the Company issued 500,000 restricted common stock shares to D. Scott Karnedy in connection with his services as our Chief Operating Officer. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $75,000.

 

From October 11 to December 13, 2017, the Company entered into subscription agreements with 30 accredited investors. We offered common stock shares to the accredited investors at $0.15 per share. The Company issued a total of 1,730,001 shares for total gross proceeds of $259,500.

 

On December 7, 2017, the Company cancelled 50,000,000 shares held by Rodosevich Investments, LLC, and returned said shares to our treasury.

 

On December 20, 2017, the Company increased its authorized capital to 700,000,000 shares, par value, $0.001, consisting of 500,000,000 Common shares, 100,000,000 Preferred Shares, and 100,000,000 Class B Common Shares. The rights of the Preferred Shares and Class B Common Shares have not yet been established.

 

NOTE 8 – CONCENTRATION OF REVENUE

 

During the 9 months ending September 30, 2017, $90,000 constituting 68% of the Company’s revenues was derived from license fees we received from Real Estate Social Network and Sports Social Network, which revenues are related party revenues (See Note 4)

   

  F- 9  

Table of Contents  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Social Life Network, Inc.:

 

We have audited the accompanying balance sheets of Social Life Network, Inc. (“the Company”) as of December 31, 2016 and 2015 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit. 

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinions. 

 

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Social Life Network, Inc., as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

 

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ BF Borgers CPA PC  
BF Borgers CPA PC
Lakewood, CO
January 25, 2018
 

  

  F- 10  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

BALANCE SHEETS

 

 

    December 31,
2016
    December 31,
2015
 
ASSETS            
Current Assets:                
Cash   $ 7,311     $ 14,384  
Accounts receivable     9,274       37,702  
Total Assets   $ 16,585     $ 52,086  
                 
LIABILITIES AND STOCKHOLERS’ EQUITY (DEFICIT)                
Current Liabilities:                
Other payables and accruals   $ 52,904     $ 73,737  
Total Current Liabilities     52,904       73,737  
Loans payable – related party     84,400       2,475  
Total Liabilities     137,304       76,211  
                 
Stockholders’ Equity (Deficit):                
Preferred Stock par value $0.001; 0 and 12,000,000 shares authorized, 0 and 12,000,000 shares issued, respectively     -       12,000  
Common Stock par value $0.001 500,000,000 shares authorized, 137,643,976 and 420,642 shares issued, respectively     137,644       421  
Additional paid in capital     20,718,436       7,351,257  
Common stock to be issued     4,000       -  
Accumulated deficit     (20,980,799 )     (7,387,803 )
Total Stockholders’ Equity (Deficit)     (120,719 )     (24,125 )
Total Liabilities and Stockholders’ Equity (Deficit)   $ 16,585     $ 52,086  

 

The accompanying notes are an integral part of these financial statements.

 

  F- 11  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

STATEMENTS OF OPERATIONS

 

           

    For the Years Ended
December 31,
    2016   2015
Revenues:        
Digital Marketing   $ 182,737     $ 230,690  
Advertising     62,158       607,916  
Total revenue     244,895       838,606  
Costs of goods sold     22,471       301,104  
Gross margin     222,424       537,502  
                 
Operating Expenses:                
Compensation expense     119,122       153,506  
Consulting - related party     272,000       109,370  
Professional fees     163,579       3,261  
Stock compensation - receivership     2,013,000       -  
Stock compensation – receivership - related party     17,921,000       -  
General and administrative     589,317       304,186  
Total operating expenses     21,078,018       570,323  
                 
Loss from operations     (20,855,594 )     (32,821 )
                 
Other expense                
Loss on conversion of debt     (101,080 )     -  
Total other expense     (101,080 )     -  
                 
Net Loss   $ (20,956,674 )   $ (32,821 )
                 
Loss per Share, Basic & Diluted   $ (0.27 )   $ (0.08 )
Weighted Average Shares Outstanding     78,080,690       420,642  

 

The accompanying notes are an integral part of these financial statements.

 

  F- 12  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

 

 

    Preferred Stock     Common Stock     Additional
Paid in
    Common
Stock to be
    Accumulated        
    Shares     Amount     Shares     Amount     Capital     Issued     Deficit     Total  
Balance, December 31, 2014     12,000,000     $ 12,000       420,642     $ 421     $ 7,351,257       -     $ (7,354,982 )   $ 8,696  
Net Loss for the year ended December 31, 2015     -       -       -       -       -       -       (32,821 )     (32,821 )
Balance, December 31, 2015     12,000,000       12,000       420,642       421       7,351,257       -       (7,387,803 )     (24,125 )
Reverse Merger     (12,000,000 )     (12,000 )     -       -       (7,418,178 )     -       7,363,678       (66,500 )
Common stock issued for receivership     -       -       132,893,334       132,893       19,801,107       -       -       19,934,000  
Common stock issued for debt     -       -       1,330,000       1,330       166,250       -       -       167,580  
Common stock issued for services     -       -       3,000,000       3,000       237,000       560,000       -       800,000  
Common stock sold for cash     -       -       -       -       -       25,000       -       25,000  
Net Loss for the year ended December 31, 2016     -       -       -       -       -       -       (20,956,674 )     (20,956,674)  
Balance, December 31, 2016     -     $ -       137,643,976     $ 137,644     $ 20,137,436       585,000     $ (20,980,799 )   $ (120,719 )

 

The accompanying notes are an integral part of these financial statements.

 

  F- 13  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

STATEMENTS OF CASH FLOWS

 

 

    For the Years Ended
December 31,
 
    2016     2015  
Cash flow from operating activities:            
Net Loss for the Year   $ (20,956,674 )   $ (32,821 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Stock based compensation     20,734,000       -  
Loss on conversion of debt     101,080       -  
Changes in operating assets and liabilities:                
Accounts receivable     28,428       (7,223 )
Accrued expenses     (20,833 )     35,223  
Net cash used operating activities     (113,999 )     (4,821 )
                 
Cash flows used in investing activities:     -       -  
                 
Cash flows from (used in) financing activities:                
Loans from related parties     81,926       (1,843 )
Proceeds from the sale of common stock     25,000       -  
Net cash provided (used) by financing activities     106,926       (1,843 )
                 
Net decrease in cash     (7,073 )     (6,664 )
Cash at beginning of year     14,384       21,048  
Cash at end of year   $ 7,311     $ 14,384  
Supplemental Disclosures:                
Cash paid during the year for:                
 Interest   $ -     $ -  
 Franchise and income taxes   $ -     $ -  

 

The accompanying notes are an integral part of these financial statements. 

 

  F- 14  

Table of Contents  

 

SOCIAL LIFE NETWORK, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Social Life Network, Inc. (the “Company”) was incorporated in the State of California on August 30, 1985. as C J Industries.  On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, and its name was changed to Sew Cal Logo, Inc., and the domicile changed to Nevada.  

 

The Company licenses its 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. The Platform is a cloud-based social network and eCommerce 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.

 

The Company also owns cannabis/hemp related websites from which it generates advertising revenue.

 

In June 2014, the Company 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). 

 

On January 29, 2016, the Company, as the seller (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.  We acted through Robert Stevens, the court-appointed receiver and White Tiger Partners, LLC, our 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 119,473,334 restricted common stock shares were issued to our officers, composed of 59,736,667 shares each to our Chief Executive Officer, Ken Tapp, and Andrew Rodosevich, our Chief Financial Officer. The agreement further provides that: 

 

1)       The Company cancelled all previously created preferred class of stock;

 

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

 

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

 

4)       The Company’s then officers and directors were terminated and Ken Tapp and Andrew Rodosevich become the Company’s Chief Executive Officer/Director and Chief Financial Officer/Director, respectively;

 

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

 

6)       The Company changed its name from Sew Cal Logo, Inc. to WeedLife, Inc, and later to Social Life Network, Inc. effective in Nevada as of April 11, 2016;

 

7)       The Company changed its stock symbol from SEWC to WDLF;

 

8) The Company decreased its authorized common stock shares from 2,000,000,000 shares to 500,000,000 shares, which was effective with the Nevada Secretary of State on March 17, 2016.

 

On June 6, 2016, the Court in the receivership matter issued an order pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Securities Act”), ratifying the above actions. The receiver was discharged on June 7, 2016.

 

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.

  F- 15  

Table of Contents  

 

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 monitor our banking relationships and consequently have not experienced any losses in our accounts. The Company believes it is not exposed to any significant credit risk on cash.

 

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the year ended December 31, 2016 or 2015.

 

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 the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2016.

  

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2016 and 2015.

 

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.

 

The Company generates revenues through three primary sources: 1) licensing agreements from which the Company receives an annual license fee or a percentage of net profits; 2) online advertising with priced based on the CPC (cost per click) and CPM (cost per 1000 ad impressions); and 3) premium monthly digital marketing subscriptions which provide business director and online review management for monthly subscriptions.

 

  F- 16  

Table of Contents  

 

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.

 

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, we recognize 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.

 

Net income (loss) per common share

 

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.  The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

 

The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2016 and 2015, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

 

Recently issued accounting pronouncements

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

 

  F- 17  

Table of Contents  

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC 840, Leases (FAS 13) . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on our financial statements.

 

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s cash flows.

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting 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 the Company will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $20,980,799 at December 31, 2016, had a net loss of $20,956,674, and used net cash of $113,999 in operating activities for the year ended December 31, 2016. (the net loss and accumulated deficit consists of $20,734,000 of non-cash stock-based compensation expense.) 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 it generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s management intends to finance operating costs over the next twelve months with existing cash on hand and public issuance of common stock. 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 and that the Company will succeed in its future operations.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

The Company has software license agreements with Real Estate Social Network, Inc. and Sports Social Network. With the Real Estate Social Work license agreement, the Company will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee (Real Estate Social Network), paid annually, on the 31st day of January for the preceding year. Due to the related party nature of this agreement revenue will only be recognized when received. No revenue was recognized from Real Estate Social Network, Inc. for the years ended December 31, 2016 or 2015. With the Sports Social Life Network license agreement, the Company will receive $125,000 annually for the first two years of this agreement, and thereafter will receive 20% of the net profits from all monthly subscriptions and online ad sales from the licensee, paid annually, on the 31 st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed for both license agreements. Due to the related party nature of this agreement revenue will only be recognized when received. No revenue was recognized from Sports Social Network for the years ended December 31, 2016 or 2015. The Company’s Chief Executive Officer, Ken Tapp owns 59.6% of the Company’s outstanding shares and is also the Chief Technology Officer of Real Estate Social Network and Sports Social Network and owns approximately 40% each of those entities through LBC Consulting, LLC, of which he is the only member. The Company’s Chief Financial Officer, Andrew Rodosevich, owns 14.7% of the Company’s outstanding shares and is a Managing Member of Real Estate Social Network and Sports Social Network and owns approximately 39% of those entities through Rodosevich Investments, LLC, of which Andrew Rodosevich is the sole member.

 

On February 16, 2016, the Company executed a Note Payable with an employee for $5,000. The note is unsecured, non-interest bearing and due February 1, 2018.

 

  F- 18  

Table of Contents  

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of LVC Consulting is the Company’s Chief Executive Officer, Ken Tapp.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of Rodosevich Investments is the Company’s Chief Financial Officer, Andrew Rodosevich.

 

On July 18, 2016, the Company executed a Note Payable with Andy Rodosevich, the Company’s CFO, for $26,400 to pay for public company expenses. The note is unsecured, non-interest bearing and due December 31, 2019.

 

On September 1, 2016, the Company executed a Note Payable with Like RE, Inc. for $53,000. Ken Tapp, our Chief Executive Officer also an officer with Like RE, Inc. The note is unsecured, non-interest bearing and due December 31, 2018.

 

NOTE 5 – STOCK WARRANTS

 

During the year ended December 31, 2016. The Company granted a total of 6,400,000 warrants to various third parties for services. Each warrant entitles the holder to one common stock share at an exercise price of five cents. The term of the warrants is 5 years from the initial exercise date. The warrants will be expensed as they become exercisable beginning January 1, 2017 through September 1, 2019.

 

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

 

    Shares available to purchase with warrants     Weighted
Average
Price
    Weighted
Average
Fair Value
 
                   
Outstanding, December 31, 2015     -     $ -     $ -  
                         
Issued     6,400,000     $ .05     $ 0.17  
Exercised     -     $ -     $ -  
Forfeited     -     $ -     $ -  
Expired     -     $ -     $ -  
Outstanding, December 31, 2016     6,400,000     $ 0.05     $ 0.17  
                         
Exercisable, December 31, 2016     -     $ -     $ -  

 

Range of
Exercise Prices
  Number
Outstanding
12/31/2016
  Weighted
Average
Remaining
Contractual Life
  Weighted
Average
Exercise Price
$0.05   6,400,000   5 years   $0.05

 

  F- 19  

Table of Contents  

 

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company effected a 5,000 to 1 reverse stock split effective as of April 11, 2016, with each shareholder retaining a minimum of 100 shares. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse.

 

On June 6, 2016, the Company issued 13,420,000 restricted common stock shares to Somerset Private Fund, Ltd. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $2,013,000.

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of LVC Consulting is the Company’s Chief Executive Officer, Ken Tapp.  

 

On June 6, 2016, the Company issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $8,960,500. The Managing Member of Rodosevich Investments is the Company’s Chief Financial Officer, Andrew Rodosevich .

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Michael Fuller in connection with his Search Optimization and Content Monitoring Services as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of December 31, 2016, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 500,000 restricted common stock shares to Bruce Kennedy in connection with his News Monitoring and Article Publishing Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $80,000. As of December 31, 2016, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Trang Pham in connection with her Accounting Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of December 31, 2016, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 10, 2016, the Company issued 1,000,000 restricted common stock shares to Lonnie Klaess in connection with his Secretarial and Office Management Services to us as an independent contractor. The shares are valued at $0.16, the closing stock price on the date of grant, for total non-cash expense of $160,000. As of December 31, 2016, the shares have not yet been issued by the transfer agent so have been credited to the common stock to be issued account.

 

On June 24, 2016, the Company issued 532,000 restricted common stock shares to Foxy Consulting, LLC, resulting from Foxy Consulting converting a receivership certificate in the amount of $26,600. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $31,920.

 

On June 24, 2016, the Company issued 266,000 restricted common stock shares to Justin Pinkel resulting from Justin Pinkel converting a receivership certificate in the amount of $13,300. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $15,960.

 

On June 24, 2016, the Company issued 266,000 restricted common stock shares to Robert P. Jacobsen resulting from Robert P. Jacobsen converting a receivership certificate in the amount of $13,300. The shares are valued at $0.11, the closing stock price on the date of grant, for a loss on conversion of debt of $37,240.

 

On June 30, 2016, the Company issued 266,000 restricted common stock shares to Kevin Larson Presents, LLC, resulting from Kevin Larson Presents converting a receivership certificate in the amount of $13,300. The shares are valued at $0.19, the closing stock price on the date of grant, for a loss on conversion of debt of $15,960.

 

On June 30, 2016, the Company sold 300,000 restricted common stock shares to Ryan Falbo at five cents per share for an aggregate purchase price of $15,000.

 

On June 30, 2016, the Company sold 200,000 restricted common stock shares to Justin Dinkel at five cents per share for an aggregate purchase price of $10,000.

 

On August 1, 2016, the Company issued 3,000,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares are valued at $0.08, the closing stock price on the date of grant, for total non-cash expense of $240,000.

 

  F- 20  

Table of Contents  

  

NOTE 7 – INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 

 

Net deferred tax assets consist of the following components as of December 31:

 

    2016     2015  
Deferred Tax Assets:            
NOL Carryover   $ 89,800     $ 9,400  
Deferred tax liabilities:                
Less valuation allowance     (89,800 )     (9,400 )
Net deferred tax assets   $ -     $ -  

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, due to the following:

 

    2016     2015  
Book loss   $ (8,173,100 )   $ (12,800 )
Meals and entertainment     400       -  
Stock based compensation     8,086,300          
Valuation allowance     86,400       12,800  
    $ -     $ -  

 

At December 31, 2016, the Company had net operating loss carry forwards of approximately $230,000 that may be offset against future taxable income from the year 2016 to 2036. No tax benefit has been reported in the December 31, 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2012.

 

NOTE 8 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statement was available to be issued on January 12, 2018 and has determined that no material subsequent events exist other than the following.

 

On August 2, 2017, the Company issued 1,750,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares are valued at $0.12, the closing stock price on the date of grant, for total non-cash expense of $210,000.

 

On August 14, 2017, the Company issued 500,000 restricted common stock shares to Frederick M. Lehrer, Esquire in connection with his services as our corporate/securities counsel. The shares are valued at $0.13, the closing stock price on the date of grant, for total non-cash expense of $66,500.

 

On October 1, 2017, the Company issued 500,000 restricted common stock shares to D. Scott Karnedy in connection with his services as our Chief Operating Officer. The shares are valued at $0.15, the closing stock price on the date of grant, for total non-cash expense of $75,000.

 

  F- 21  

Table of Contents  

 

From October 11 to December 13, 2017, the Company entered into subscription agreements with 30 accredited investors. The Company offered common stock shares to the accredited investors at $0.15 per share. The Company issued a total of 1,730,001 Shares for total gross proceeds of $259,500.

 

On December 7, 2017, the Company cancelled 50,000,000 shares held by Rodosevich Investments, LLC. and returned said shares to our treasury.

 

On December 20, 2017, the Company increased its authorized capital to 700,000,000 shares, par value, $0.001, consisting of 500,000,000 Common shares, 100,000.000 Preferred Shares and 100,000,000 Class B Common Shares. The rights of the Preferred Shares and Class B Common Shares have not yet been established.

 

NOTE 9 – CONCENTRATION OF REVENUE

 

The largest source of the Company’s revenue during Fiscal Year 2015 was $595,000 in display advertising revenues, which constituted 70% our total revenues. During Fiscal Year 2016, the largest source of our revenues was $210,000 in digital subscription services revenues, constituting 86% of the Company’s total revenues

 

  F- 22  

Table of Contents  

  

PROSPECTUS

 

SOCIAL LIFE NETWORKS, INC.

8100 East Union Ave. Suite 1809

Denver, Colorado 80237

(855) 933-3277

 

8,060,001 shares of Common Stock

 

January__, 2018

 

DEALER PROSPECTUS DELIVERY OBLIGATION

 

Until _______________, 2018, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

Table of Contents

 

Part II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuances and Distribution. Other Expenses of Issuance and Distribution

 

The following is an estimate of the expenses that will be incurred by us in connection with the issuance and distribution of the securities being registered.

  

SEC Registration Fee   $ 120.42  
Accounting Fees and Expenses   $ 34,500  
Legal Fees and Expenses   $ 12,000  
Blue Sky Expenses        
         
Total Estimated Expenses   $ 46,620.42  

 

Item 14. Indemnification of Directors and Officers

 

Nevada Revised Statutes (“NRS”) Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful. Under NRS Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards. We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the NRS would permit indemnification.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

Item 15. Recent Sales of Unregistered Securities

 

On June 6, 2016, we issued 13,420,000 restricted common stock shares to Somerset Private Fund, Ltd. The shares are valued at $0.05 per share for an aggregate value of $671,000.

 

On June 6, 2016, we issued 59,736,667 restricted common stock shares to LVC Consulting, LLC. The shares are valued at $0.05 per share for an aggregate value of $2,986,833. The Managing Member of LVC Consulting is our Chief Executive Officer, Ken Tapp.

 

On June 6, 2016, we issued 59,736,667 restricted common stock shares to Rodosevich Investments, LLC. The shares are valued at $0.05 per share for an aggregate value of $2.986,833. The Managing Member of Rodosevich Investments is our Chief Financial Officer, Andrew Rodosevich.

 

On June 10, 2016, we granted 1,000,000 restricted common stock shares to Michael Fuller in connection with his Search Optimization and Content Monitoring Services as an independent contractor. The shares were valued at $0.05 for an aggregate value $50,000.

 

II- 1

Table of Contents

 

On June 10, 2016, we granted 500,000 restricted common stock shares to Bruce Kennedy in connection with his News Monitoring and Article Publishing Services to us as an independent contractor. The shares were valued at $0.05 for an aggregate value of $25,000.

 

On June 10, 2016, we granted 1,000,000 restricted common stock shares to Trang Pham in connection with her Accounting Services to us as an independent contractor. The shares were valued at $0.05 for an aggregate value of $50,000.

 

On June 10, 2016, we granted 1,000,000 restricted common stock shares to Lonnie Klaess in connection with his Secretarial and Office Management Services to us as an independent contractor. The shares were valued at $0.05 for an aggregate value of $50,000.

 

On June 24, 2016, we issued 266,000 restricted common stock shares to Robert P. Jacobsen resulting from Robert P. Jacobsen converting a receivership certificate in the amount of $13,300 at five cents per share.

 

On June 24, 2016, we issued 532,000 restricted common stock shares to Foxy Consulting, LLC, a Colorado Limited Liability Company, resulting from Foxy Consulting converting a receivership certificate in the amount of $26,600 at five cents per share.

 

On June 24, 2016, we issued 266,000 restricted common stock shares to Justin Dinkel resulting from Justin Dinkel converting a receivership certificate in the amount of $13,300 at five cents per share.

 

On June 24, 2016, we issued 266,000 restricted common stock shares to Kevin Larson Presents, LLC, a Colorado Limited Liability Company, resulting from Kevin Larson Presents converting a receivership certificate in the amount of $13,300 at five cents per share.

 

On June 30, 2016, we sold 300,000 restricted common stock shares to Ryan Falbo at five cents per share for an aggregate purchase price of $15,000.

 

On June 30, 2016, we sold 200,000 restricted common stock shares to Justin Dinkel at five cents per share for an aggregate purchase price of $10,000.

 

On August 1, 2016, we issued 3,000,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares were valued at $0.05 for an aggregate value of $150,000.

 

On October 1, 2017, we issued 500,000 restricted common stock shares to D. Scott Karnedy in connection with his services as our Chief Operating Officer. The shares were valued at $0.05 for an aggregate value of $25,000

 

On August 14, 2017, we granted 500,000 restricted common stock shares to Frederick M. Lehrer, Esquire in connection with his services as our corporate/securities counsel. The shares were valued at $0.05 for an aggregate value of $25,000.

 

On August 2, 2017, we issued 1,750,000 restricted common stock shares to Emerging Markets Consulting, LLC in connection with Emerging Markets’ corporate information services. The shares were valued at $0.05 for an aggregate value of $87,500.

 

Between June 6, 2016 and August 1, 2017, we issued 16,200,020 warrants to 50 investors at an exercise price of $0.05 per warrant. No warrant holders have exercised any warrants.

 

Between September 1, 2017 and December 15, 2017, we sold 1,730,001 restricted common stock shares to 30 Accredited Investors at a per share price of $0.15 for aggregate proceeds of $259,500. The securities were offered and sold in a private placement offering in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506(b) of Regulation D promulgated under the Securities Act.

 

On December 7, 2017, we cancelled 50,000,000 common stock shares held by Rodosevich Investments, LLC. and returned said shares to our treasury.

 

On December 14, 2017, we granted 5,000,0000 common stock shares to Andy Rodosevich in connection with his services as our Chief Financial Officer.

 

The foregoing transactions pursuant to which the restricted shares were issued did not involve a public offering of our securities and, therefore, were exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to the provisions of Section 4(2) of that Act. In connection with the offer and sale of the restricted shares, no general solicitation or advertising were used, and no commissions were paid in connection with the offer or sale of the shares.

 

II- 2

Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit Description
     
3.1   Articles of Incorporation and December 20, 2017 Amendment to Articles of Incorporation
3.2   By-Laws
4.1   Form of Subscription Agreement
4.2   Form of Warrant Agreement
5   Opinion of Frederick M. Lehrer, P. A.
10.1   Stock Purchase Agreement Among Sew Cal Logo, Inc. and Buyer
10.2   License Agreement with Real Estate Social Network
10.3   License Agreement with Sports Social Network
23.1   Consent of Frederick M. Lehrer, P. A.
14   Code of Ethics
23.2   Consent of BF Borgers, CPA
99.1   Order of Court in Receivership - 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).  

 

Item 17. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.     To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii.     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

iii.     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

   

(4)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(5)     Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

II- 3

Table of Contents

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registrant statement to be duly signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, Colorado on January 25, 2018.

  

By: /s/ Ken Shawn Tapp  
 

Ken Shawn Tapp

Chief Executive Officer/Director

 
  (Principle Executive Officer)  
     
By: /s/ Andrew Rodosevich  
 

Andrew Rodosevich,

Chief Financial Officer/Chief Accounting Officer/Director

(Principle Financial Officer)

 

 

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

By: /s/ Ken Shawn Tapp  
 

Ken Shawn Tapp

Chief Executive Officer/Director

 
  (Principle Executive Officer)  
     

Date: January 25, 2018

 
     
By: /s/ Andrew Rodosevich  
 

Andrew Rodosevich,

Chief Financial Officer/Chief Accounting Officer/Director

(Principle Financial Officer)

 
     
Date: January 25, 2018  

 

 

II-4

 

 

 

Exhibit 3.1

 

 

BARBARA K. CEGAVSKE    

Secretary of State      
202 North Carson Street      
Carson City, Nevada 89701-4201   Filed in the office of Document Number

(775) 684-5708

Website: www.nvsos.gov

  /s/ Barbara K. Cegavske 20170534762-97
  Barbara K. Cegavske Filing Date and Time
Certificate to Accompany   Secretary of State 12/19/2017 4:36 PM
Restated Articles or   State of Nevada Entity Number

Amended and Restated Articles

    C15445-2002
(PURSUANT TO NRS)      

 

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation
(Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

(This form is also to be used to accompany Restated Articles or Amended Restated Articles for Limited-Liability
Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)

 

1.  Name of Nevada entity as last recorded in this office:

 

Social Life Network, Inc.

 

2. The articles are: (mark only one box)     ☐ Restated       ☒ Amended and Restated

 

Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.

 

3. Indicate what changes have been made by checking the appropriate box:*

 

  No amendments: articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:
     
  The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
     
  The entity name has been amended.
     
  The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
     
  The purpose of the entity has been amended.
     
  The authorized shares have been amended.
     
  The directors, managers or general partners have been amended.
     
  IRS tax language has been added.
     
  Articles have been added.
     
  Articles have been deleted.
     
  Other. The articles or certificate have been amended as follows: (provide article numbers, if available)

 

ARTICLE IV. Maximum number of shares authorized to have outstanding at any one time is 700,000,000 (Seven Hundred Million), at a par value $0.001. Shares will be designated as: 500,000,000 Common Shares. 100,000,000 Preferred Shares. 100,000,000 Class B Common Shares. (SEE DETAILED ATTACHMENT & EXPEDITE PLEASE)

 

4. Effective date and time of filing: (optional) Date: 12/19/2017   Time:   12:00 pm
  (must not be later than 90 days after the certificate is filed)

  

* This form is to accompany Restated Articles or Amended and Restated Articles which contain newly altered or amended articles. The Restated Articles must contain all of the requirements as set fort in the statues for amending or altering the articles for certificates.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

Nevada Secretary of State Restated Articles

   

Revised: 1-5-15

 

 

 

ARTICLES OF INCORPORATION

OF

CALVERT CORPORATION

 

The undersigned natural persons acting as incorporators of a corporation (the “Corporation”) under the provisions of Chapter 78 of the Nevada Revised Statutes, adopts the following Articles of Incorporation.

 

 

ARTICLE 1

NAME

 

The name of the Corporation is CALVERT CORPORATION

 

ARTICLE 2

PURPOSE

 

The Corporation shall have the purpose of engaging in any lawful business activity.

 

ARTICLE 3

INITIAL RESIDENT AGENT AND RESIDENT OFFICE

 

The name and address of the initial resident agent of the Corporation is Ralph Kinkade, 1233 Spartan Avenue, Carson City, Nevada 89701.

 

ARTICLE 4

AUTHORIZED SHARES

 

The aggregate number of shares that the Corporation shall have the authority to issue is twenty-five million (25,000,000) shares of common stock with a par value of $0.001 per share.

 

ARTICLE 5

DIRECTORS

 

Section 5.1 Style of Governing Board. The members of the governing board of the Corporation shall be styled as Directors.

 

Section 5.2 Initial Board of Directors. The initial Board of Directors shall consist of one (1) Director.

 

Section 5.3 Names and Addresses. The names and addresses of the persons who are to serve as Directors until the first annual meeting of the shareholders, or until their successors shall have been elected and qualified, are as follows:

 

William D. O'Neal

4213 N. Tabor St.

Mesa, Arizona 85215

 

Section 5.4 Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time as shall be provided in the Bylaws of the Corporation.

 

ARTICLE 6

DISTRIBUTIONS

 

The Corporation shall be entitled to make distributions to the fullest extent permitted by law.

 

ARTICLE 7

RELEASE AND INDEMNIFICATION

 

To the fullest extent permitted by Nevada law, the Directors and officers of the Corporation shall be released from personal liability for damages to the Corporation or its stockholders. To the fullest extent permitted by Nevada law, the Corporation shall advance expenses to its Directors and officers to defend claims made against them because they were or are Directors or officers and shall indemnify its Directors and officers from liability for expenses incurred because of such claims. The Corporation may provide in its Bylaws that indemnification is conditioned on receiving prompt notice of the claim and the opportunity to settle or defend the claim.

 

  2  

 

 

ARTICLE 8

INCORPORATOR

 

The name and address of the incorporator of the Corporation is as follows:

 

William D. O'Neal

4213 N. Tabor St.

Mesa, AZ 85215

 

EXECUTED this 13th day of June 2002.

 

/s/ William D. O'Neal, Incorporator  
William D. O'Neal  

 

  3  

 

 

ARTICLE IV

 

The maximum number of shares of capital stock that this Corporation is authorized to have outstanding at any one time is 700,000,000 (Seven Hundred Million) shares, par value $0.001. The 700,000,000 shares of $0.001 par value capital stock of the Corporation shall be designated as follows:

 

500,000,000 Common Shares
100,000,000 Preferred Shares
100,000,000 Class B Common Shares

 

The Corporation’s Board of Directors is hereby authorized, by resolution or resolutions thereof, to provide, out of unissued shares of Preferred Stock, a series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series, and the designation of such series, the voting and other powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights and series of Preferred Stock, and the qualifications, limitations or restrictions thereof, may differ from those of any and all other series of Preferred Stock at any time outstanding.

 

The Corporation’s Board of Directors is hereby authorized, by resolution or resolutions thereof, to provide, out of unissued shares of Class B Common Shares, a series of Class B Common Shares and, with respect to each such series, to fix the number of shares constituting such series, and the designation of such series, the voting and other powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights and series of Class B Common Shares, and the qualifications, limitations or restrictions thereof, may differ from those of any and all other series of Class B Common Shares at any time outstanding.

 

Except as amended above, the remainder of the Corporation’s Articles of Incorporation shall remain unchanged.

 

 

4

 

 

Exhibit 3.2

 

RESTATED BYLAWS

OF SOCIAL LIFE NETWORK, INC.

(a Nevada corporation)

 

ARTICLE I.

 

STOCKHOLDERS

 

Section 1.01 Annual Meeting. An annual meeting of the stockholders of the corporation shall be held on the date and at the time and place as shall be designated from time to time by the board of directors (the “Board of Directors”) and stated in the notice of the meeting, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

 

Section 1.02 Special Meetings.

 

(a) Special meetings of the stockholders may be called by the Chairman of the Board at the written request of the holders of not less than fifty percent (50%) of the voting power of any class of the corporation’s stock entitled to vote.

 

(b) No business shall be acted upon at a special meeting except as set forth in the notice calling the meeting, unless one of the conditions for the holding of a meeting without notice set forth in Section 1.05 shall be satisfied, in which case any business may be transacted, and the meeting shall be valid for all purposes.

 

Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its registered office in Nevada or at such other place in or out of the United States as the Board of Directors may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting.

 

Section 1.04 Notice of Meetings.

 

(a) The Chief Executive Officer or Chief Financial Officer shall sign and deliver written notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called.

 

(b) In the case of an annual meeting, any proper business may be presented for action, except that action on any of the following items shall be taken only if the general nature of the proposal is stated in the notice:

 

(1) Action with respect to any contract or transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, firm or association in which one or more of the corporation’s directors or officers is a director or officer or is financially interested;

 

 

 

 

(2) Adoption of amendments to the Articles of Incorporation; or

 

(3) Action with respect to a merger, share exchange, reorganization, partial or complete liquidation, or dissolution of the corporation.

 

(c) A copy of the notice shall be delivered, either personally, by electronic means, by mail or by other methods of delivery, by or at the direction of the president, the vice president, the secretary or the officer or persons designated by the Board of Directors to each stockholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be mailed by a class of United States mail other than first class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at her, his or its address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

 

(d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.

 

(e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting.

 

Section 1.05 Meeting Without Notice.

 

(a) Whenever all persons entitled to vote at any meeting consent, either by:

 

(1) A writing on the records of the meeting or filed with the secretary; or

 

(2) Presence at such meeting and oral consent entered on the minutes; or

 

(3) Taking part in the deliberations at such meeting without objection;

 

The doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

 

(b) At such meeting any business may be transacted that is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

 

(c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

 

(d) Such consent or approval may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

 

Section 1.06 Determination of Stockholders of Record.

 

(a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

 

  2  

 

 

(b) If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (ii) entitled to express consent to corporate action in writing without a meeting shall be the day on which the first written consent is signed; and (iii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 1.07 Quorum; Adjourned Meetings.

 

(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the corporation’s stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes is required by the laws of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power within each such class is necessary to constitute a quorum of each such class.

 

(b) If a quorum is not represented, a majority of the voting power so represented may adjourn the meeting from time to time until holders of the voting power required to constitute a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum of the voting power.

 

Section 1.08 Voting.

 

(a) Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the record date.

 

(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (including pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting trust. With respect to shares held by a representative of the estate of a deceased stockholder, or by a guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written proof of such appointment.

 

  3  

 

 

(c) With respect to shares standing in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast:

 

(i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the chairman of the Board of Directors, president or any vice-president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the corporation of satisfactory evidence of his authority to do so.

 

(d) Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

 

(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

 

(f) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

 

(1) If only one-person votes, the vote of such person binds all.

 

(2) If more than one-person casts votes, the act of the majority so voting binds all.

 

(3) If more than one-person casts votes, but the vote is evenly split on a matter, the votes shall be deemed cast proportionately, as split.

 

(g) If a quorum is present, unless the Articles of Incorporation or an agreement among the shareholders (“Shareholders’ Agreement”) provides for a different proportion, the affirmative vote of holders of at least a majority of the voting power represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless voting by classes is required for any action of the stockholders by the laws of Nevada, the Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of at least a majority of the voting power of each such class shall be required.

 

Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of Nevada, another person or persons to act as a proxy or proxies. No proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of Nevada.

 

  4  

 

 

Section 1.10 Order of Business. At the annual stockholders meeting, the regular order of business shall be as follows:

 

1. Determination of stockholders present and existence of quorum, in person or by proxy;

 

2. Reading and approval of the minutes of the previous meeting or meetings;

 

3. Reports of the Board of Directors, and, if any, of the president, treasurer and secretary of the corporation;

 

4. Reports of committees;

 

5. Election of directors;

 

6. Unfinished business;

 

7. New business;

 

8. Adjournment.

 

Section 1.11 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in Section 1.04(a) and (b) of these Bylaws.

 

Section 1.12 Telephonic Meetings. Stockholders may participate in a meeting of the stockholders by means of a telephone conference or similar method of communication by which all individuals participating in the meet can hear each other. Participation in a meeting pursuant to this Section 1.12 constitutes presence in person at the meeting.

 

Section 1.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by the holders of two-thirds of the voting power of the issued and outstanding stock entitled to vote. Whenever action is taken by written consent, a meeting of stockholders need not be called or notice given. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the stockholders.

 

  5  

 

 

ARTICLE II

 

DIRECTORS

 

Section 2.01 Number, Tenure, and Qualifications. Unless a larger number is required by the laws of Nevada or the Articles of Incorporation or until changed in the manner provided herein, the Board of Directors of the corporation shall consist of at least one (1) individual who shall be elected at the annual meeting of the stockholders of the corporation and who shall hold office for one (1) year or until his or her successor or successors are elected and qualify. A director need not be a stockholder of the corporation.

 

Section 2.02 Change In Number. Subject to any limitations in the laws of Nevada, the Articles of Incorporation or these Bylaws, the number of directors may be changed from time to time by resolution adopted by the Board of Directors or the stockholders.

 

Section 2.03 Reduction In Number. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

Section 2.04 Resignation. Any director may resign effective upon giving written notice to the chairman of the Board of Directors, the president, the secretary, or in the absence of all of them, any other officer, unless the notice specifies a later time for effectiveness of such resignation.

 

Section 2.05 Removal.

 

(a) The Board of Directors of the corporation, by majority vote, may declare vacant the office of a director who has been convicted of a felony or who has been declared incompetent by an order of a court of competent jurisdiction.

 

(b) Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.

 

Section 2.06 Vacancies.

 

(a) Unless otherwise provided in the Articles of Incorporation or in a Shareholders’ Agreement, all vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum unless it is otherwise provided in the Articles of Incorporation or in a Shareholders’ Agreement unless, in the case of removal of a director, the stockholders by a majority of voting power shall have appointed a successor to the removed director. Subject to the provisions of Subsection (b) below, (i) in the case of the replacement of a director, the appointed director shall hold office during the remainder of the term of office of the replaced director, and (ii) in the case of an increase in the number of directors, the appointed director shall hold office until the next meeting of stockholders at which directors are elected.

 

  6  

 

 

(b) If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders constitute less than a majority of the directors then in office, any holder or holders of an aggregate of at least fifteen percent (15%) of the total voting power entitled to vote may call a special meeting of the stockholders to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor.

 

Section 2.07 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected other than pursuant to Section 2.06 of this Article, the Board of Directors, including newly elected directors, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

 

Section 2.08 Special Meetings. Special meetings of the Board of Directors may be called by the chairman, or if there is no chairman, by the president or secretary, and shall be called by the chairman, the president or the secretary upon the request of any two (2) directors. If the chairman refuses or, if there is no chairman, if both the president and secretary refuse or neglect to call such special meeting, a special meeting may be called by notice signed by any two (2) directors.

 

Section 2.09 Place of Meetings. Any regular or special meeting of the directors of the corporation may be held at such place as the Board of Directors may designate or, in the absence of such designation, at the place designated in the notice calling the meeting. A waiver of notice signed by directors may designate any place for the holding of such meeting.

 

Section 2.10 Notice of Meetings. Except as otherwise provided in Section 2.07, there shall be delivered to all directors, at least forty-eight (48) hours before the time of a meeting, a copy of a written notice of the meeting, by delivery of such notice personally, by mailing such notice postage prepaid, or by telegram. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the Minutes of the meeting or taking part in deliberations of the meeting without objection shall constitute a waiver of notice of such meeting. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened shall not constitute presence nor a waiver of notice for purposes hereof.

 

Section 2.11 Quorum; Adjourned Meetings.

 

(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

 

(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

 

  7  

 

 

Section 2.12 Board of Directors’ Decisions. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

 

Section 2.13 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

 

Section 2.14 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.

 

Section 2.15 Powers and Duties.

 

(a) Except as otherwise restricted by Nevada law, the Articles of Incorporation, or a Shareholders’ Agreement, the Board of Directors has full control over the affairs of the corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the corporation, each with such powers, including the power to sub-delegate, and upon such terms as may be deemed fit.

 

(b) The Board of Directors may present at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at an annual meeting or a special meeting of the stockholders shall present, a full and clear report of the condition of the corporation to the stockholders.

 

(c) The Board of Directors, in its discretion, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.

 

Section 2.16 Compensation. The directors and members of committees shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board of Directors or committees. Subject to any limitations contained in the laws of Nevada, the Articles of Incorporation or any contract or agreement to which the corporation is a party, directors may receive compensation for their services as directors as determined by the Board of Directors, but only during such times as the corporation may legally declare and pay distributions on its stock, unless the payment of such compensation is first approved by the stockholders entitled to vote for the election of directors.

 

Section 2.17 Board of Directors’ Officers.

 

(a) At its annual meeting, the Board of Directors may elect, from among its members, a chairman who shall preside at meetings of the Board of Directors and may preside at meetings of the stockholders. In the absence of such election, the president shall serve as chairman of the Board of Directors. The Board of Directors may also elect such other officers of the Board of Directors and for such term as it may from time to time deem advisable.

 

(b) Any vacancy in any office of the Board of Directors because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

 

  8  

 

 

Section 2.18 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows:

 

1. Determination of members present and existence of quorum;

 

2. Reading and approval of the minutes of any previous meeting or meetings;

 

3. Reports of officers and committeemen;

 

4. Election of officers (annual meeting);

 

5. Unfinished business;

 

6. New business;

 

7. Adjournment.

 

ARTICLE III

 

OFFICERS

 

Section 3.01 Election. The Board of Directors, at its annual meeting, shall elect a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are chosen and qualify. Any individual may hold two or more offices. The Board of Directors may, from time to time, by resolution, elect one or more vice-presidents, assistant secretaries and assistant treasurers and appoint agents of the corporation, prescribe their duties and fix their compensation.

 

Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

 

Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

 

Section 3.04 President.

 

(a) Unless otherwise directed by the Board of Directors, the president shall be the chief executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not expressly delegated to some other officer or agent of the corporation and shall perform such other duties as prescribed by the Board of Directors. If the Board of Directors shall, pursuant to Section 2.17, elect someone other than the president as chairman of the Board of Directors and such chairman elects not to preside or is absent, the president shall preside at meetings of the stockholders and of the Board of Directors.

 

(b) The president shall have full power and authority on behalf of the corporation to attend and to act and to vote, or designate such other officer or agent of the corporation to attend and to act and to vote, at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the president to exercise such powers for these purposes.

 

  9  

 

 

Section 3.05 Vice-Presidents. The Board of Directors may elect one or more vice-presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act and such other duties as shall be prescribed by the Board of Directors or the president.

 

Section 3.06 Secretary. The secretary shall keep, or cause to be kept, the minutes of proceedings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts in which the corporation is authorized to enter, shall have the custody or designate control of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.

 

Section 3.07 Assistant Secretaries. The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the secretary.

 

Section 3.08 Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer may sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter, or cause to be entered, regularly in the financial records of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any director of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

 

The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

 

Section 3.09 Assistant Treasurers. The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

 

  10  

 

 

ARTICLE IV

 

CAPITAL STOCK

 

Section 4.01 Issuance. Shares of the corporation’s authorized stock shall, subject to any provisions or limitations Nevada law, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued, or otherwise reserved, in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

 

Section 4.02 Certificates. Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the corporation and shall be manually signed by the president or a vice-president and also by the secretary, an assistant secretary, the treasurer, or an assistant treasurer; provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of said officers, the transfer agent or transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers and agents on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. All certificates shall be consecutively numbered. If provided by the stockholder, the name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered in the stock transfer records of the corporation.

 

Section 4.03 Surrendered, Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with the stockholder’s affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require, to indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

 

  11  

 

 

Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

 

Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

 

Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerk and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent, transfer clerk and/or registrar of transfer.

 

Section 4.07 Stock Transfer Records. The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the forgoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

 

Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation’s stock.

 

ARTICLE V

 

DISTRIBUTIONS

 

Section 5.01 Distributions. Distributions may be declared, subject to the provisions of the laws of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

 

ARTICLE VI

 

RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

 

Section 6.01 Records. All original records of the corporation shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

 

  12  

 

 

Section 6.02 Directors’ and Officers’ Right of Inspection. Every director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual’s duties to inspect and copy all of the corporation’s books, records, and documents of every kind and to inspect the physical properties of the corporation and its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

 

Section 6.03 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

 

Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

 

Section 6.05 Reserves. The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.

 

ARTICLE VI

 

INDEMNIFICATION

 

Section 7.01 Indemnification. To the maximum extent not prohibited by law, and except as otherwise provided in any agreement between the corporation and a Director, the corporation will indemnify each Director for, from and against any expenses, including but not limited to attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Director in connection with any action, suit or proceeding, whether threatened, pending or completed, whether civil, criminal, administrative or investigative, and whether or not by or in the right of the corporation, by reason of the fact that the Director is or was a director, officer, employee or agent of the corporation or any subsidiary of the corporation.

 

Section 7.02 Non-Exclusivity of Rights. The indemnification and provisions for advancement of expenses provided in this Article VII will not be deemed exclusive of any other rights to which a Director may be entitled under the corporation’s articles of incorporation, any agreement, general or specific action of the board of directors, vote of shareholders, or otherwise, and will continue as to the Director if the Director has ceased to be a director, officer, employee or agent of the corporation, and will inure to the benefit of the heirs, executors and administrators of the Director.

 

ARTICLE VIII

 

AMENDMENT OR REPEAL

 

Section 8.01 Amendment. Except as otherwise restricted in the Articles of Incorporation or these Bylaws:

 

(a) Any provision of these Bylaws may be altered, amended or repealed at the annual or any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment or repeal is contained in the notice of such special meeting.

 

(b) These Bylaws may also be altered, amended, or repealed at a duly convened meeting of the stockholders by the affirmative vote of the holders of fifty percent (50%) of the voting power of the corporation entitled to vote. The stockholders may provide by resolution that any Bylaw provision repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

 

Section 8.02 Indemnification. The Company may not amend or repeal any provision in Article VII or this Article VIII so as to eliminate or impair a Director’s right to payments under Article VII after an act or omission occurs that subjects the Director to any action, suit or proceeding under Article VII for which the Director seeks payment under Article VII.

 

 

13

 

 

Exhibit 4.1

 

SUBSCRIPTION AGREEMENT

 

THE COMMON STOCK SHARES OF SOCIAL LIFE NETWORK, INC., A NEVADA CORPORATION, ARE BEING OFFERED HEREBY.

 

THE SECURITIES BEING OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

THE COMMON STOCK BEING OFFERED HEREIN ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THIS OFFERING IS BEING MADE IN RELIANCE UPON REGULATIONS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND RULE 506 OF REGULATION D OF THE SECURITIES ACT. SUBSCRIBER SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD.

 

THIS SUBSCRIPTION AGREEMENT PERTAINS TO SOCIAL LIFE NETWORK, INC., A NEVADA CORPORATION.

 

LEGENDS

 

SECURITIES AND EXCHANGE COMMISSION NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SUBSCRIPTION AGREEMENT OR THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

NASAA LEGEND

 

IN MAKING AN INVESTMENT DECISION, SUBSCRIBER MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THE OFFERING MEETS THE COMPANY RISK TOLERANCE LEVEL. NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THE DISCLOSURE CONTAINED HEREIN, NOR WHETHER IT IS COMPLETE. THE PREFERRED SHARES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

  Page 1 of 16  

 

 

NOTICE TO RESIDENTS OF ALL STATES

 

THE COMMON STOCK OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE COMMON STOCK SHARES ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

 

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

BLUE SKY LEGENDS

 

NOTICE TO FLORIDA RESIDENTS

 

THE SECURITIES REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE NEVADA SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA IN ADDITION, ALL NEVADA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

 

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of ______________, 2017, is entered by and between Social Life Network, Inc. (the “Company”, “we”, “our” or “us”), and the subscriber identified in 1(a) (“Subscriber”).

 

RECITALS:

 

WHEREAS, the Company and the Subscriber are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Regulation S (“Regulation S”) and Regulation D (“Regulation D”), Rule 506(b), as promulgated by the United States Securities and Exchange

 

WHEREAS, the Company desires to offer and sell in a private offering on a best efforts basis, our common stock, par value of $0.001 per share (the “Common Stock or the “Shares”) at a price of ten cents ($0.10) per share (the “Purchase Price”). The shares of Common Stock sold in this Offering will not be registered under the Securities Act, in reliance upon an exemption from securities registration afforded by the provisions of Regulation S and Regulation D, Rule 506(b), as promulgated by the Commission under the Securities Act. There is a minimum investment of $1,000 per Subscriber; and

 

WHEREAS, the Company desires to enter into this Agreement to issue and sell the Shares and the Subscriber desires to purchase that number of Shares set forth on the signature page hereto on the terms and conditions set forth herein.

 

  Page 2 of 16  

 

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscriber hereby agree that the above WHEREAS clauses are incorporated herein as terms to this Agreement and further agree to the following terms:

 

1. Purchase and Sale of the Shares.

 

(a) Subject to the terms and conditions of this Agreement, ___________________________, the Subscriber, hereby irrevocably subscribes for and agrees to purchase _________ Common Shares and, as full payment therefore, agrees to pay us, concurrently with the Subscriber’s execution and delivery of this Subscription Agreement, the sum of ten cents ($0.10 ) for each Common Share purchased, or an aggregate purchase price of $_________ for the __________ Common Shares. The aggregate Purchase Price is payable by check or wire transfer of immediately available funds to the Company.

 

(b) The Company may at its discretion modify the Offering without approval from or notice to the Subscriber, including but not limited to, increases or reductions or as to the terms of the Securities to be exchanged with the Subscriber’s interests. The Company may raise the price of the Common Shares in this Offering at any time in the future. The Company may also offer the Common Shares at different prices to different Subscriber at the same or similar times at its discretion. At the sole discretion of the Company’s management, but in conformity with applicable state and federal laws, the Company may conduct other Offerings while it is conducting this Offering with terms that may not be similar or comparable to the terms of this Offering. The Company reserves the right to reject any subscription made hereby, in whole or in part, in its sole discretion. The Company’s agreement with each Subscriber is a separate agreement and the sale of the Shares to each Subscriber is a separate sale.

 

Subscriber has hereby delivered and paid concurrently herewith the aggregate Purchase Price for the number of Shares set forth on the signature page hereof in an amount required to purchase and pay for such Shares, which amount has been paid in U.S. Dollars by wire transfer or check, subject to collection, to the order of “Social Life Network, Inc.” pending the sale of the Shares, all funds paid hereunder shall be deposited to the Company corporate account as follows:

 

2. Stock Issuance Date.

 

The issuance of the Shares in the form of a stock certificate issued by the Company’s transfer agent or through a book entry by the Company’s transfer agent shall occur within a reasonable timeframe of the execution of this Agreement. The Subscriber acknowledges and understands that this subscription is being made on a “best efforts” basis.

 

3. Subscriber Representations, Warranties and Covenants.

 

Each Subscriber agrees, represents and warrants to the Company, severally and solely with respect to itself and its purchase hereunder and not with respect to any other Subscriber, that:

 

3.1 Purchase for Subscriber’s Own Account.

 

The Subscriber is purchasing the Securities for the Subscriber's own account and for Subscriber’s investment purposes and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Subscriber understands that Subscriber must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or Blue-Sky Laws or an exemption from such registration is available. Further, the Subscriber will not act as nominee and the Subscriber represents that it is not a nominee for any other person. No one other than Subscriber has any interest in or any right to acquire the Securities subscribed for by Subscriber. Subscriber understands and acknowledges that we will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities by anyone other than Subscriber. Subscriber is purchasing the Securities from funds legally obtained and belonging to Subscriber and has not borrowed or otherwise received the funds used to purchase the Securities, or any portion thereof from any third party.

 

3.2 Investment Intention of Subscriber.

 

The Subscriber understands that the Securities have not been registered under the Securities Act and we are relying upon an exemption from registration under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In connection with this, the Subscriber understands that it is the position of the Securities and Exchange Commission (“SEC”) that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that its present intention was to hold the Securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, an investor who purchases the Securities with a present intent to resell the interest would not be purchasing for investment as required by SEC rules.

 

  Page 3 of 16  

 

 

3.3 Reliance on Exemptions from Registration.

 

The Subscriber understands that the Securities are being offered and sold in reliance upon specific exemptions from the registration requirements of the United States securities laws and that we are relying upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein without limitation in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Securities.

 

3.4 Accredited Investor Status, and Suitability.

 

The Subscriber has read and understands Rule 501(a) of Regulation D of the Securities Act and represents that the Subscriber is an “Accredited Investor” as that term is defined by Rule 501(a). Subscriber further represents that the Subscriber is knowledgeable, sophisticated and experienced in making and is qualified to make decisions with respect to a variety of sophisticated and complex investments that present investment decisions like those involved in the purchase of the Securities. The Subscriber, in reaching a decision to subscribe, has such knowledge and experience in financial and business matters that the Subscriber is capable of reading, interpreting and understanding financial statements and evaluating the merits and risks of an investment in the Securities and has the net worth to undertake such risks. Subscriber has invested in the common stock or other securities of companies comparable to ours that involve non-trading, and/or thinly traded securities and penny stocks, unregistered securities, restricted securities and high-risk investments. The Subscriber represents that in addition to Subscriber’s own ability to evaluate an investment in the Securities, the Subscriber has consulted with an investment advisor, attorney, accountant, financial advisor or other advisor to read all of the documents furnished or made available by us to the Subscriber, to evaluate the merits and risks of such an investment on its behalf, and that the Subscriber recognizes the highly speculative nature of an investment in the Securities, and the Subscriber represents that he or she is familiar with our business operations and financial affairs and has been provided with all information pertaining to us it has requested.

 

3.5 Financial Suitability.

 

The Subscriber understands that he or she or it may be unable to liquidate the Securities and that its ability to transfer the Common Shares is limited. The Subscriber’s overall commitment to investments, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and the investment in the Securities will not cause the Subscriber’s overall investment in illiquid high-risk investments to become excessive in proportion to Subscriber’s assets, liabilities and living standards. The Subscriber can bear the economic risk of an investment in the Securities for an indefinite period and can bear a loss of the entire investment in the Securities without financial hardship or a change in its living conditions.

 

3.6 Representations of income or profit.

 

The Subscriber is not investing in the Securities based upon any representation, oral or written, by any person with respect to the future value of, if any, or the income from, if any, the Common Shares. Neither us nor any of our officers, directors, shareholders, partners, employees or agents, or any other persons have represented, guaranteed or warranted, whether expressly or by implication, that: (i) the Subscriber will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of our activities or the Subscriber’s investment in the Securities;

 

or (ii) our past performance or experience of our management, or of any other person, will in any way indicate predictable results regarding the ownership of our Securities, the future value of the Securities, or of our activities or financial condition or results of operations.

 

  Page 4 of 16  

 

 

3.7 Use of Proceeds

 

    Minimum Offering     Maximum Offering  
Sales & Marketing   $ 100,000     $ 1,200,000  
General Working Capital   $ 30,000     $ 600,000  
Website and App Development   $ 10,000     $ 200,000  
    $ 140,000     $ 2,000,000  

 

Although we plan on using the proceeds for these purposes, we have sole discretion over the use of the proceeds, whether related or not to the above described uses. The Subscriber acknowledges that our management has this sole discretion over the use of proceeds and there are no assurances that they will use the proceeds as they currently intend or that anyone or a combination of the various uses of the proceeds will result in any aspect of our operations being successful. As a result, our management may spend the proceeds on a broad variety of items that are not associated with the above-described uses of proceeds. Subscriber acknowledges that it will have no control or ability to influence or participate in the determination of how the proceeds from this Offering will be utilized and the use of the proceeds by management cannot currently be predicted with any accuracy.

 

3.8 Organization and Standing of the Subscriber.

 

If such Subscriber is an entity, such Subscriber is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

 

3.9 Authorization and Power.

 

Such Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to it hereunder. The execution, delivery and performance of this Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Subscriber or its board of directors, stockholders, partners or members is required. This Agreement has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms thereof.

 

3.10 No Conflicts.

 

The execution, delivery and performance of this Agreement and the consummation by such Subscriber of the transactions contemplated hereby or relating hereto do not and will not: (A) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Subscriber (if the Subscriber is not a natural person); (B) contravene, conflict with, constitute a default (or an event or condition which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, any agreement or instrument to which the undersigned is a party or by which the properties or assets of the undersigned are bound; or (C) contravene, conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair the rights of the undersigned under, or alter the obligations of any person under, or create in any person the right to terminate, amend, accelerate or cancel, or require any notice, report or other filing (whether with a governmental authority or any other person) pursuant to, or result in the creation of a lien on any of the assets or properties of the Subscriber under, any note, bond, mortgage, indenture, contract, lease, license, permit, franchise or other instrument or obligation to which the Subscriber is a party or any of the Subscriber’s assets and properties are bound or affected.

 

3.11 Residency.

 

The Subscriber is a resident of or a corporation or other entity with its principal business address of the place set forth on the signature page hereto and is not acquiring the Shares as a nominee or agent or otherwise for any other person.

 

  Page 5 of 16  

 

 

3.12 Laws and Regulations.

 

The Subscriber will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases or sells Shares and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases or sales, and the Company shall have no responsibility therefore.

 

3.13 No Prior Actions, Actions Pending or Threatened.

 

There is no action pending or to the knowledge of the Subscriber, threatened against or affecting, the Subscriber by any governmental authority or FINRA or other person with respect to the Subscriber that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. Further, the Subscriber hereby represents that he, she or it is not subject to a Bad Actor Disqualifying Event under the federal securities laws, as follows:

 

Definition of Bad Actor Disqualifying Event

 

(d) ‘‘Bad Actor’’ disqualification. (1) No exemption under this section shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any investment manager of an issuer that is a pooled investment fund; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with such sale of securities; any general partner or managing member of any such investment manager or solicitor; or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor:

 

(i) Has been convicted, within ten years before such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:

 

(A) About the purchase or sale of any security;

 

(B) Involving the making of any false filing with the Commission; or

 

(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of Purchasers of securities;

 

(ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale that at the time of such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:

 

(A) In connection with the purchase or sale of any security;

 

(B) Involving the making of any false filing with the Commission; or

 

(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of Purchasers of securities;

 

(iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:

 

(A) At the time of such sale, bars the person from:

 

(1) Association with an entity regulated by such commission, authority, agency, or officer;

 

(2) Engaging in the business of securities, insurance or banking; or

 

  Page 6 of 16  

 

 

(3) Engaging in savings association or credit union activities; or

 

(B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such sale;

 

(iv) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b) or 78o–4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–3(e) or (f)) that, at the time of such sale:

 

(A) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser;

 

(B) Places limitations on the activities, functions or operations of such person; or

 

(C) Bars such person from being associated with any entity or from participating in the offering of any penny stock;

 

(v) Is subject to any order of the Commission entered within five years before such sale that, at the time of such sale, orders the person to cease and desist from committing or causing a violation or future violation of:

 

(A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b–5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–6(1)) or any other rule or regulation thereunder; or

 

(B) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).

 

(vi) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;

 

(vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation, or offering statement filed with the Commission that, within five years before such sale, was the subject of a refusal order, stop order, or order suspending the Regulation exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or

 

(viii) Is subject to a United States Postal Service false representation order entered within five years before such sale, or is, at the time of such sale, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

 

3.14 Information on Company.

 

The Subscriber agrees, acknowledges and understands that upon request by the Subscriber, the Company will provide documents relating to the business, finances and operations of the Company and that pursuant to this Subscription Agreement. The Subscriber represents and warrants that the Subscriber is offered hereby the opportunity to ask questions of the Company. Such Subscriber, if as requested above, has received in writing from the Company such other information concerning its operations, financial condition and other matters as such Subscriber has requested in writing (the “Disclosure Materials”), and considered all factors such Subscriber deems material in deciding on the advisability of investing in the Shares. Such Subscriber has relied on the Disclosure Materials in making its investment decision.

 

3.15 Opportunities for Additional Information.

 

The Subscriber acknowledges that the Subscriber is offered hereby the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company.

 

  Page 7 of 16  

 

 

3.16 Information on Subscriber that are U.S. Persons.

 

(I) Subscriber understands that the investment offered hereunder has not been registered under the Securities Act. The Subscriber is acquiring the Shares for the Subscriber’s own account, for investment purposes only, and not with a view towards resale or distribution.

 

(ii) At the time, the Subscriber was offered the Shares, it was, and at the date hereof, such Subscriber is a “U.S. Person” which is defined as:

 

(A) Any natural person resident in the United States;

 

(B) Any partnership or corporation organized or incorporated under the laws of the United States;

 

(C) Any estate of which any executor or administrator is a U.S. person;

 

(D) Any trust of which any trustee is a U.S. person;

 

(E) Any agency or branch of a foreign entity located in the United States;

 

(F) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

 

(G) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and

 

(H) Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.

 

  “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

 

(iii) By its execution of this Agreement, the Subscriber, if it is a “U.S. Person”, represents and warrants to the Company as indicated on its signature page to this Agreement, that the Subscriber either: (A) is, and will be on the Closing Date, an Accredited Investor as defined under Rule 501 of the Securities Act; or (B) has such knowledge and experience in financial and business matters that the Subscriber can evaluate the merits and risks of the prospective investment. The Subscriber understands that the Shares are being offered and sold to the undersigned in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the undersigned set forth in this Agreement, in order that the Company may determine the applicability and availability of the exemptions from registration of the Shares on which the Company is relying.

 

(k) Information on Subscriber that are Not U.S. Persons.

 

(i) The Subscriber understands that the investment offered hereunder has not been registered under the Securities Act. The Subscriber is acquiring the Shares for the Subscriber’s own account, for investment purposes only, and not with a view towards resale or distribution.

 

(ii) At the time, the Subscriber was offered the Shares, it was not, and at the date hereof, such Subscriber is not a “U.S. Person” as defined in Section 3(j)(ii).

 

(iii) The Subscriber understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Shares in any country or jurisdiction where action for that purpose is required.

 

(iv) The Subscriber, if it is not a “U.S. Person” (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. person except in accordance with one or more available exemptions from the registration requirements of the Securities Act or in a transaction not subject thereto.

 

  Page 8 of 16  

 

 

(v) The Subscriber, if it is not a “U.S. Person”, will not resell the Shares except in accordance with the provisions of Regulation S (Rules 901 through 905 and Preliminary Notes thereto), pursuant to a registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

 

(vi) The Subscriber, if it is not a “U.S. Person”, will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the Securities Act; and as applicable, shall include statements to the effect that the securities have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

 

(vi) Subscriber, if it is not a “U.S. Person”, acknowledges that the Company makes no representation or warranty that any Shares issued outside of the U.S. have been offered or sold in compliance with the laws of the jurisdiction into which such Shares were issued. The undersigned warrants to the Company that no filing is required by the Company with any governmental authority in the undersigned’s jurisdiction in connection with the transactions contemplated hereby. The undersigned has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The undersigned’s acquisition of and payment for, and its continued ownership of the Shares, will not violate any applicable securities or other laws of his, her or its jurisdiction.

 

3.17 Compliance with Securities Act.

 

Such Subscriber understands and agrees that the Shares and the shares of Common Stock underlying the Shares sold in this Offering have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the Securities Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Shares must be held indefinitely unless a subsequent disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration. The Subscriber acknowledges that the Subscriber is familiar with Rule 144 of the rules and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such person has been advised that Rule 144 permits resales only under certain circumstances. The Subscriber understands that to the extent that Rule 144 is not available, the Subscriber will be unable to sell any Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement. In any event, and subject to compliance with applicable securities laws, the Subscriber may enter into lawful hedging transactions in the Company of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Shares, and deliver the Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Shares, to third parties who in turn may dispose of these Shares.

 

3.18 Restrictive Legend

 

The Subscriber understands that the certificate or other document representing the Common Shares shall bear a restrictive legend, until such time as the securities are subject to an effective registration statement or otherwise may be sold by the Subscriber under Rule 144(k), in substantially the following form:

 

“The Common Shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The Common Shares represented hereby may not be offered, sold or transferred in the absence of an effective registration statement or other applicable securities laws unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws, specifically and including that the transfer of the Common Shares is prohibited, other than in compliance with Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an available exemption from registration”

 

  Page 9 of 16  

 

 

3.19 No General Solicitation or Advertisement.

 

The Subscriber is not purchasing the Securities pursuant to the Exchange as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, posted on the Internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than one of the Company officers or directors with which the subscriber had a pre-existing relationship.

 

3.20 Correctness of Representations.

 

Such Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Subscriber otherwise notifies the Company, they shall be true and correct as of the Closing Date. The Subscriber understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirement of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Shares.

 

3.21Financial Suitability.

 

The Subscriber understands that he or she or it may be unable to liquidate the Securities and that its ability to transfer the Common Shares is limited. The Subscriber’s overall commitment to investments, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and the investment in the Securities will not cause the Subscriber’s overall investment in illiquid high-risk investments to become excessive in proportion to Subscriber’s assets, liabilities and living standards. The Subscriber can bear the economic risk of an investment in the Securities for an indefinite period and can bear a loss of the entire investment in the Securities without financial hardship or a change in its living conditions.

 

3.22 Representations of Income or Profit.

 

The Subscriber is not investing in the Securities based upon any representation, oral or written, by any person with respect to the future value of, if any, or the income from, if any, the Common Shares. Neither the Company or any of its officers, directors, shareholders, partners, employees or agents, or any other persons have represented, guaranteed or warranted, whether expressly or by implication, that: (i) the Subscriber will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company’s activities or the Subscriber’s investment in the Securities; or (ii) The Company’s past performance or experience of the Company’s management, or of any other person, will in any way indicate predictable results regarding the ownership of the Company’s Securities, the future value of the Securities, or of the Company’s activities or financial condition or results of operations.

 

3.23 Reliance on Exemptions from the Registration.

 

The Subscriber understands that the Securities are being offered and sold in reliance upon specific exemptions from the registration requirements of the United States securities laws, including Regulation S, and that we are relying upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein without limitation in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Securities.

 

  Page 10 of 16  

 

 

3.24 No Brokers.

 

The Subscriber has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. The Subscriber hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions or other payments owing to any such person or firm acting on behalf of the Subscriber hereunder.

 

3.25 Reliance on Representations.

 

The Subscriber agrees, acknowledges and understands that the Company and its counsel are entitled to rely on the representations, warranties and covenants made by the Subscriber herein. Subscriber further represents and warrants that this Agreement does not contain any untrue statement or a material fact or omit any material fact concerning Subscriber.

 

3.26 Additional Representations and Warranties.

 

The Subscriber further represents and warrants to the Company as follows: (i) such person has consulted, to the extent that it has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Shares and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares; (ii) such person understands and acknowledges that the Company is under no obligation to register the Shares for sale under the Securities Act; (iii) such person will not transfer any or all of its Shares pursuant to Regulation D or absent an effective registration statement under the Securities Act and applicable state securities law covering the disposition of the undersigned’s Shares, without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be made in compliance with Regulation S or will be exempt from the registration and the prospectus delivery requirements of the Securities Act and the registration or qualification requirements of any applicable U.S. state securities laws.

 

4.0 Risks and Acknowledgement of Risk.

 

Acknowledgement of Risk

 

The Subscriber hereby understands and acknowledges that the Company may be subject to unforeseen and other material risks not set forth herein. As such, Subscriber must rely upon Subscriber’s own independent due diligence investigation of the Company in considering an investment in the Common Shares. Each prospective subscriber agrees to carefully analyze the risks and merits of an investment in the Common Shares and should take into consideration when making such analysis, among others, the risk factors discussed above. Further, the Subscriber agrees, acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation that: (A) the Company is a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Shares; (B) an investment in the Company is highly speculative and only Subscriber who can afford the loss of their entire investment should consider investing in the Company and the Shares; (C) the Subscriber may be unable to liquidate the Subscriber’s its investment; (D) transferability of the Shares is extremely limited; and (E) in the event of a disposition of the Shares, the Subscriber can sustain the loss of its entire investment.

 

Risks

 

The Company’s business plan is subject to substantial risks, which are described below. The Subscriber understands the risks of an investment in the Company’s Securities and is aware that anyone or a combination of the following additional risks and others not presently contemplated may adversely affect the value of the Subscriber’s investment or even cause the loss of the Subscriber’s entire investment:

 

If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be significantly harmed;

 

  Page 11 of 16  

 

 

If we fail to introduce new products or services that users find engaging or if we introduce new products or services that are not favorably received, our revenues will be negatively impacted;

 

Users may feel that their experience is diminished with respect to the frequency, prominence, format, size, and quality of ads that we display;

 

Users may have difficulty installing, updating, or otherwise accessing our products on mobile devices because of actions by us or third parties that we rely on;

 

If we are unable to continue to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance, our results of operations will be negatively affected;

 

If there are decreases in user sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety, security, or other factors, our results of operations may be negatively impacted;

 

If we are unable to manage and prioritize information to ensure users are presented with content that is appropriate, interesting, useful, and relevant to them, our revenues will be negatively affected;

 

If we fail to provide adequate customer service to users, marketers, developers, or other partners, our results of operations will be negatively impacted;

 

Our revenue is currently generated from third parties advertising on our websites and mobile apps, monthly digital media subscriptions to online business professionals using our websites and mobile apps, ecommerce fees to merchants that sell their products through our websites and mobile apps, and third party companies that license our social networking and ecommerce technology to power their own niche social networks; if we are unable to attract advertisers, subscribers, merchants and licensees, our results of operations will be negatively impacted;

 

The Company has ambitious business plans, including the adoption of deep learning technologies (Machine Learning A.I.) implemented in to its core social network platform technology; if the Company fails to efficiently manage the development of these components, its operations and results of operations will be negatively affected;

 

If we fail to maintain and increase favorable brand name recognition, our results of operations will be adversely affected;

 

The Company anticipates that its operating expenses will increase in concert with its expansion plans;

 

If the Company fails to keep pace with rapidly evolving technology standards in its niche social networking and ecommerce industries that are targeted in alternative medicines, real estate, hunting and fishing, racket sports, golf, cycling and winter mountain sports, development of the Company’s operational and growth plans and the Company’s revenues will be negatively affected.

 

Economic downturns that effect the targeted industries above may negatively impact the Company’s revenues;

 

The Subscriber’s investment in the Securities is subject to substantial dilution because of future issuances of the Company securities to purchasers and the Company officers and directors, consultants and others;

 

Because the Company will have substantial costs pertaining to its operations and expansion plans, the Company does not anticipate paying dividends to the Company’s common stockholders in the foreseeable future;

 

There is no assurance that the Company will have sufficient funding or cash resources or operational capacity to accomplish the Company’s business plan and operational goals;

 

The Company operates in a competitive industry, including competitors that have greater financial and technical resources and greater brand name recognition than the Company does; should the Company’s fail to effectively compete, its competitive position could adversely affect the Company market share, revenues, and growth prospects;

 

  Page 12 of 16  

 

 

The Company’s business plan incorporates estimates rather than actual figures as to the potential markets, opportunities and difficulties that it may encounter; accordingly, there can be no assurances that the Company’s underlying assumptions accurately reflect the Company’s opportunities and potential for success;

 

In connection with the Company filing of an S-1 Registration Statement with the SEC, the Company will be considered an Emerging Growth Company under the JOBS Act, which entails reduced SEC disclosure requirements that may make the Company’s common stock less attractive to investors;

 

Should the Company become an SEC reporting company, it will incur increased costs and demands of complying with the laws and regulations that affect public companies, which could adversely affect the Company’s results of operations, financial condition, business and prospects;

 

There is no assurance that any established trading market will ever develop or that the Company’s common stock will ever be quoted for trading on the OTCQB or OTCQX.

 

The Subscriber hereby understands and acknowledges that the Company may be subject to unforeseen and other material risks not set forth herein. As such, Subscriber must rely upon Subscriber’s own independent due diligence investigation of the Company in considering an investment in the Common Shares. Each prospective subscriber agrees to carefully analyze the risks and merits of an investment in the Common Shares and should take into consideration when making such analysis, among others, the risk factors discussed above. Further, the Subscriber agrees, acknowledges and understands that its investment in the Shares involves a significant degree of risk, including, without limitation that: (A) the Company is a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Shares; (B) an investment in the Company is highly speculative and only Subscriber who can afford the loss of their entire investment should consider investing in the Company and the Shares; (C) the Subscriber may be unable to liquidate the Subscriber’s its investment; (D) transferability of the Shares is extremely limited; and (E) in the event of a disposition of the Shares, the Subscriber can sustain the loss of its entire investment.

 

4. Company Representations and Warranties.

 

The Company represents and warrants to and agrees with each Subscriber that:

 

4.1 Due Incorporation.

 

The Company is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the laws of NEVADA, and has the requisite corporate power to own its properties and to carry on its business as presently conducted.

 

4.2 Outstanding Stock.

 

All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

 

4.3 Authority; Enforceability.

 

This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. The Company has full corporate power and authority necessary to enter into and deliver this Agreement and to perform its obligations hereunder.

 

  Page 13 of 16  

 

 

4.4 No General Solicitation.

 

Neither the Company, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D/Regulation S under the Securities Act) in connection with the offer or sale of the Shares.

 

4.5 No Brokers.

 

Neither the Company nor any Subsidiary has taken any action, which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

 

4.6 Dilution.

 

The Company’s executive officers and directors understand the nature of the Shares being sold hereby and recognize that the issuance of the Shares will have a dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Shares is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company or parties entitled to receive equity of the Company.

 

4.7 Foreign Corrupt Practices.

 

Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

 

4.8 Money Laundering Laws.

 

The operations of the Company and its Subsidiaries are, and have been, conducted at all times in compliance with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any Company or governmental authority or any arbitrator involving any of the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

 

5. Conditions and Obligations of the Subscriber.

 

The obligations of the Subscriber to enter into and perform their respective obligations under this Agreement are subject to the fulfillment to the following conditions:

 

(i) The representations and warranties of the Subscriber in this Agreement shall be true and correct in all material respects;

 

(ii) The Purchase Price for the Shares shall have been fully paid by check or wire delivered; and

 

(iii) The Subscriber shall have duly executed this Agreement and shall have delivered the executed Agreement and the completed and executed investor questionnaire to the Company.

 

  Page 14 of 16  

 

 

6. Miscellaneous.

 

(a) Notices. All notices (including change of addresses) and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party shall have specified by notice in writing to the other):

If to the Company, to:

 

If to the Subscriber:

 

At the address completed by the Subscriber below

 

To the address and phone numbers listed on the signature pages of this Agreement.

 

(b) Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor any of the Subscriber makes any representations, warranty, covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed by the Company and the holders of at least fifty percent (50%) of the Shares purchased in the Offering and then outstanding, and no provision hereof may be waived other than by a written instrument signed by the party against whom enforcement of any such waiver is sought. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Shares then outstanding. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of the holders of the Shares then outstanding.

 

(c) Counterparts/Execution. This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original thereof.

 

(d) Law Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of NEVADA without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state of NEVADA. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non-conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personal jurisdiction of such the Company’s and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

(e) Specific Enforcement, Consent to Jurisdiction. The Company and Subscriber acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity. Subject to Section 7(d) hereof, the Company and the Subscriber hereby irrevocably waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in Nevada of such the Company, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

 

  Page 15 of 16  

 

 

(f) Calendar Days. All references to “days” in this Agreement shall mean calendar days unless otherwise stated.

 

(g) Captions: Certain Definitions. The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

 

(h) Severability. In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Agreement.

 

SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

 

Please acknowledge the Company acceptance of the foregoing Subscription Agreement with Social Life Network, Inc. by signing and returning a copy to the Company whereupon it shall become a binding agreement.

 

NUMBER OF SHARES                               x        $0. 10 =                                  (the “Purchase Price”)

 

______________________________________________ Signature

 

______________________________________________ Signature

 

_______________________________________________ Name Typed or Printed

 

_______________________________________________Name Typed or Printed

 

_______________________________________________ Entity Name

 

_______________________________________________Entity Name

 

_______________________________________________Address

 

_______________________________________________ Telephone

 

_______________________________________________ Tax ID # or Social Security #

 

_______________________________________________ Tax ID # or Social Security #

 

Name in which securities should be issued: __________________________________________

 

Dated: ___________, 2017

 

This Subscription Agreement is agreed to and accepted as of the date first written above.

 

Social Life Network, Inc.

 

By:    
  Kenneth Shawn Tapp, Chief Executive Officer  

 

 

Page 16 of 16

 

Exhibit 4.2

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

 

COMMON STOCK PURCHASE WARRANT

 

SOCIAL LIFE NETWORK, INC.

 

Warrant Shares: [Shares Number] ([Shares Written] Thousand )

 

THIS COMMON STOCK PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, [Name of Investor] , or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [Exercise Date] (the “ Initial Exercise Date ”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Social Life Network, Inc., a Nevada corporation (the “ Company ”), up to [Shares Number] ( [Shares Written] Thousand ) shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth herein.

 

 

 

 

Section 2. Exercise .

 

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

b)  Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $ [Warrant Price] , subject to adjustment hereunder (the “ Exercise Price ”).

 

c)  Cashless Exercise . If at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A)   = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;
     
(B)   = the Exercise Price of this Warrant, as adjusted hereunder; and
     
(X)   = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

  2  

 

 

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall not be automatically exercised via cashless exercise pursuant to this Section 2(c).

 

d) Mechanics of Exercise.

 

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Warrant (if required) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

 

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

  3  

 

 

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

iv.  Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise . In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance andlor injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

v.  No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

  4  

 

 

vi. Charges, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however , that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

 

vii. Closing of Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

e) Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

  5  

 

 

Section 3. Certain Adjustments .

 

a)  Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b)  Subsequent Equity Sales . If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, until such time that no principal or interest amount remains due under that certain Note due June 30, 2019, issued pursuant to the Note, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction the Company shall not be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised.

 

  6  

 

 

c) Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

d)  Pro Rata Distributions . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

  7  

 

 

e)  Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

 

  8  

 

 

f)  Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

g)  Notice to Holder .

 

i.  Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

ii.  Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

  9  

 

 

Section 4. Transfer of Warrant .

 

a)  Transferability . Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

b)  New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

  10  

 

 

c)  Warrant Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

d)  Transfer Restrictions . If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company will be required to approve such transfer which will not be unduly withheld as long as it is in compliance with Rule 144 and other requirements and restrictions promulgated by the Securities and Exchange Commission or any other governing authority for such transaction/transfer.

 

e)  Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

 

Section 5. Miscellaneous .

 

a) No Rights as Stockholder Until Exercise . This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

 

  11  

 

 

b)  Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c)  Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

 

d)  Authorized Shares . The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

  12  

 

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e)  Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Note.

 

f)  Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g)  Non-waiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

  13  

 

 

h)  Notices . Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

 

i)  Limitation of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j)  Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k)  Successors and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

l)  Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

 

m)  Severability . Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n)  Headings . The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

o)  Automatic Exercise on Termination Date . In the event that, upon the Termination  Date, the VWAP on the Trading Day immediately preceding the Termination Date as determined in accordance with this Warrant above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to a Cashless Exercise pursuant to Section 2(c) of this Warrant as to all shares (or such other securities) for which this Warrant shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the shares (or such other securities) issued upon such exercise to the Holder.

 

  14  

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

Social Life Network, Inc.   [ Name of Investor ] (“Holder”)
       
Name: Kenneth Shawn Tapp    
Title: CEO    

 

Signature:     Signature:  
         
Date:     Duly Authorized Principal

 

Name: Andrew Rodosevich   Date:  
Title: CFO      

 

Signature:      
       
Date:      

 

 

 

 

NOTICE OF EXERCISE

 

TO: SOCIAL LIFE NETWORK, INC.

 

(1) The undersigned hereby elects to purchase___________________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of (check applicable box):

 

[ ] in lawful money of the United States; or

 

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

________________________________________________

 

 

The Warrant Shares shall be delivered to the following DWAC Account Number:

 

________________________________________________

 

________________________________________________

 

________________________________________________

 

(4) Accredited Investor . The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

 

SIGNATURE OF HOLDER

 

Name of Investing Entity:
 
 

 

Signature of Authorized Signatory of Investing Entity :

 

________________________________________________

 

Name of Authorized Signatory:

 

__________________________________________________________________

 

Title of Authorized Signatory:

 

__________________________________________________________________

 

Date:_____________________________________________

 

 

 

 

EXHIBIT B

 

ASSIGNMENT FORM

 

(To assign the foregoing Social Life Network, Inc. Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:  
  (Please Print)
   

Address:

(Please Print)
 

Dated:

 
 

Holder’s Signature:

 
 

Holder’s Address 1:

 
 

Holder’s Address 2:

 

 

 

 

 

 

Exhibit 5

 

Frederick M. Lehrer, P. A.

600 River Birch Court, 1015

Clermont, Florida 34711

flehrer@securitiesattorney1.com

(561) 706-7646

 

Board of Directors

Social Life Network, Inc.

8100 East Union Ave. Suite 1809

Denver, Colorado 80237

 

January 25, 2018

 

Gentlemen:

 

This letter will constitute an opinion upon the legality of the sale by certain selling shareholders of Social Life Network, Inc., a Nevada corporation (the “Company”), of up to 8,080,001_common stock shares (the “Shares), all as referred to in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission. The Shares cover the resale by 39 selling security holders of a maximum of 8,080,001 common stock shares.

 

I have examined the Company’s Articles of Incorporation, Bylaws, and Board of Directors’ resolutions, the applicable laws of the State of Nevada and a copy of the Registration Statement. In my opinion:

 

The Company is authorized to issue the Shares to be held by the selling shareholders and such shares will be validly issued and represent fully paid and non-assessable shares of the Company’s common stock; and

 

The Company has authorized the Shares to be issued and such shares will, when sold, be legally issued, fully paid and non-assessable.

 

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference of Frederick M. Lehrer, P. A. under the caption “Legal Matters” in the registration statement.

 

Very truly yours,

 

Frederick M. Lehrer, P.A.

 

By: /s/ Frederick M. Lehrer

Exhibit 10.1

 

THESE SHARES ARE OFFERED PURSUANT TO AN EXEMPTION WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE

COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES
NOR DOES IT PASS ON THE ACCURACY OR COMPLETENESS OF ANY
PRIVATE PLACEMENT MEMORANDUM OR OTHER SELLING
LITERATURE.

 

STOCK PURCHASE AGREEMENT AMONG
SEW CAL LOGO, INC. AND BUYER.

 

THIS AGREEMENT , made this 29 day of January, 2016, by and among Sew Cal Logo, 29 Inc., a Nevada corporation, (“SCL”), and WeedLife, Inc., a Colorado corporation, Life Marketing, Inc., a Colorado corporation, its subsidiaries and holdings and all securities holders thereof, ("BUYER"). SCL is acting by and through Robert Stevens, its court-appointed receiver, and White Tiger Partners LLC, its judgment creditor (“STEVENS”).

 

RECITALS

 

WHEREAS , SCL, a public, non-reporting company desires an operating business with which to merge or to acquire, has identified and desires to acquire 100% of the total outstanding capital stock of BUYER from BUYER’ Shareholders (the “BUYER Shareholders”); and

 

WHEREAS , SCL offers to acquire 100% of the common stock of BUYER in exchange for a number of shares to be determined and equivalent to approximately 90.01% of the common stock post-merger, unissued shares of the common stock of SCL (the “SCL Common Stock” or “SCL Shares”); and

 

WHEREAS , STEVENS, in order to facilitate SCL’s efforts, offers to assign its judgment against SCL, and to cause SCL to issue securities in compliance with Securities Act §3 (a) (10), (15 U.S.C. §77c (a)(10)) (“Securities Act” herein) if necessary; and

 

WHEREAS , STEVENS offers to sell to BUYER the judgment it obtained against SCL; and

 

WHEREAS, BUYER offers to pay to STEVENS the sum of thirty thousand U.S. dollars. ($30,000.00) and the equivalent of approximately 9.99% of the outstanding stock post-merger of newly issued unregistered exempt shares.

 

NOW, THEREFORE , in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto intending to be legally bound hereby, agree as follows:

 

The foregoing recitals are hereby restated, incorporated into this Agreement, and made a part of it, as if each were fully set forth here in their entirety.

 

 

 

 

ARTICLE 1

 

COMPENSATION, CONSIDERATION, AND EXCHANGE OF SECURITIES .

 

1.1 Sale of the Judgment . STEVENS agrees to sell to BUYER its judgment in exchange for the receipt of thirty thousand U.S. dollars. ($30,000.00) and the equivalent of 9.99% of the outstanding stock post-merger issued exempt SCL Common Stock.

 

1.1.1 Exemption from Registration . STEVENS will, as court appointed receiver, prepare documentation for and attend the final “fairness hearing” to authorize the issuance of SCL Common Stock using and applying the exemption afforded by Securities Act §3 (a) (10) (15 USC 77§(a)(10)).

 

1.2 Issuance of Shares .

 

1.2.1 SCL Shares to BUYER . Subject to all of the terms and conditions of this Agreement, SCL agrees to deliver newly issued, restricted, SCL Common Stock equivalent to approximately 89.5% shares as the control block of SCL, in exchange for the outstanding common shares of BUYER (the “BUYER Common Stock”) in the amounts shown on Schedule “B” to this Agreement.

 

1.2.2 SCL Shares to Non-Affiliates . Subject to all of the terms and conditions of this Agreement, SCL agrees to deliver newly issued, SCL Common Stock totaling specific shares to be determined based on estimated ownership percentages represented to the shareholders listed on Schedule “A” to this Agreement.

 

1.2.3 Exemption from Registration . STEVENS will, as court appointed receiver, prepare for and attend the final “fairness” hearing to authorize the issuance of SCL Common Stock using and applying the exemption afforded by Securities Act §3 (a) (10).

 

1.3 Transfer of Shares by BUYER Shareholders . Subject to all of the terms and conditions of this Agreement, the BUYER Shareholders agree to transfer to SCL all of their ownership in the BUYER Common Stock.

 

1.3.1 Exemption from Registration; Reorganization . The parties hereto expect this transfer of Shares by BUYER Shareholders to SCL to qualify as a tax-free reorganization under Sections 368 (a)(1)(A) and 368 (a)(2)(E) of the Internal Revenue Code of 1986, or other such exemptions, as amended (the “Code”) but no IRS ruling or opinion of counsel is being sought in connection therewith and such ruling or opinion is not a condition to closing the transactions herein contemplated.

 

  2  

 

 

ARTICLE 2

 

REPRESENTATIONS AND WARRANTIES OF BUYER

 

BUYER represents and warrants to SCL, STEVENS and BUYER Shareholders that:

 

2.1 Organization . BUYER is a corporation duly organized, validly existing, and in good standing under the laws of Colorado, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states and other jurisdictions where its business requires qualification.

 

2.2 Compliance with Laws . BUYER has substantially complied with, and is not in violation of, all applicable federal, state or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting its properties, products or the operation of its business except where such non-compliance would not have a materially adverse effect on the business or financial condition of BUYER. BUYER has all licenses and permits required to conduct its business as now being conducted.

 

2.3 Litigation & Disclosure . BUYER is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of BUYER, threatened against or affecting BUYER or its business, assets or financial condition, except for matters which would not have a material effect on BUYER or its properties. BUYER is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. BUYER is not engaged in any lawsuits to recover any material amount of monies due to it. BUYER represents that they have completed their own investigation into SCL. BUYER represents that any shares issued under this Agreement to its shareholders are for the sole ownership of the individuals listed on Schedule B and are not subject to any nominee relationships, and that the names on Schedule B are the correct and true names of the individuals receiving any issuance of shares under this Agreement.

 

2.4 Board of Directors . Prior to closing, BUYER shall supply a slate of directors consistent with SCL’s By-laws, for appointment by STEVENS.

 

2.5 Business . Following the closing, the only business and operations of SCL shall be that conducted by BUYER.

 

2.6 Voting Approval by BUYER . The BUYER Shareholders agree to vote their shares of the BUYER in favor of the merger.

 

  3  

 

 

2.7 Treatment of Outstanding BUYER options and other outstanding equity securities . All outstanding stock options of BUYER would be assumed by SCL and would become options to purchase common stock in SCL. The terms of the stock options (including terms related to vesting) would not change; there would be no acceleration of the vesting of unvested stock options. All other outstanding equities would be considered as converted into common stock for the calculations and purposes of determining final outstanding shares hereunder.

 

2.8 Indemnification . BUYER recognize that the offer of SCL Shares to him/her is based upon his/her representations and warranties set forth and contained herein and hereby agrees to indemnify and hold harmless SCL and STEVENS against all liability, costs or expenses (including reasonable attorney's fees and costs) arising as a result of any misrepresentations made herein by such Shareholder.

 

2.9 Intellectual Property Protection . All intellectual property, software, trademarks, licenses, copyrights, assets related to the existing or contemplated business of BUYER shall be properly retained and protected prior to and subsequent to the fairness hearing and shall not be disposed, sold, assigned, transferred away, or otherwise impaired in anyway. Non-compliance is grounds for cancelation of the merger and without return of fees or expenses owed STEVENS.

 

2.10 Employment and Non-Compete Agreements with Key BUYER Employees. BUYER shall make a best effort to cause the execution of employment and non-compete agreements with certain key executives and employees of BUYER with customary terms and conditions, on or before the fairness hearing as as agreed to in writing between BUYER and STEVENS.

 

2.11 “No Shop” or Standstill Agreement . At the execution of this agreement the BUYER shall cease and desist from any activities entertaining, soliciting or actively seeking or accepting any proposal from a third-party or BUYER Shareholders to enter into a similar transaction as the one contemplated herein or the sale, assignment or disposition of a portion of the business, assets or equity/debt securities of the BUYER.

 

2.12 Financing . BUYER will not issue any securities or obligations, or enter into any financing or funding contracts without express written approval from STEVENS until the Court has discharged STEVENS and all conditions have been met in this Agreement. STEVENS will not withhold such written consent where such a transaction doesn’t violate conditions or Section 1.2.3 and 1.3.1 and such financing will be understood as not a part of shares issued in aforementioned Sections and resulting conversion or post-fairness hearing shares or securities are understood to be Restricted and may carry restrictive legends.

 

  4  

 

 

ARTICLE 3

 

REPRESENTATIONS AND WARRANTIES OF STEVENS and WHITE TIGER

PARTNERS LLC .

 

STEVENS represents and warrants to SCL, BUYER and the Shareholders that:

 

3.1 Transfer Agent . STEVENS will instruct the transfer agent to issue SCL Common Stock as above stated.

 

3.2 . Resignation of Receiver . Post the “fairness hearing” and its compliance with its duties hereunder, STEVENS appoints a board of directors as directed by BUYER and thereunder will resign as sole officer and director and caused to be discharged as the court appointed receiver and all disclosure, activities and responsibilities shall be deemed complete.

 

3.3 Organization . White Tiger LLC is a corporation duly organized, validly existing, and in good standing under the laws of Colorado, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated, and duly qualified to do business in each of such states and other jurisdictions where its business requires such qualification.

 

3.4 Business . Following the Closing, the only business and operations of SCL shall be that conducted by BUYER.

 

3.5 Authority and Disclosure . STEVENS, is a duly authorized Court Appointed Receiver under the statute of Nevada in its Eighth Judicial District and performs his duties in accordance with the laws of Nevada and Court’s authority and made a good faith effort in all reasonable investigative and disclosure efforts.

 

ARTICLE 4

 

REPRESENTATIONS AND WARRANTIES OF SCL .

 

SCL represents and warrants to BUYER and the Shareholders that:

 

4.1 Organization . SCL is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated, and duly qualified to do business in each of such states and other jurisdictions where its business requires such qualification.

 

4.2 Business . Following the closing, the only business and operations of SCL shall be that conducted by BUYER.

 

  5  

 

 

ARTICLE 5

 

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BUYER SHAREHOLDERS

 

5.1 Share Ownership . BUYER Shareholders, or Shareholders, hold the BUYER Common Stock in the amounts shown on Schedules “A” and “B” to this Agreement. Such shares are owned of record, and such shares are not subject to any lien, encumbrance or pledge. Each shareholder has the authority to exchange such shares pursuant to this Agreement and will not dispose of, encumber, transfer, assign, sell shares nor attempt to buy or acquire any assets or the business of the BUYER without written approval from BUYER and STEVENS prior to fairness hearing.

 

5.2 Investment Intent . BUYER Shareholders understand and acknowledge that the SCL Common Stock is being offered for exchange in reliance upon the exemption provided in Section 4(2) of the Securities Act of 1933 (the “Securities Act”) for non-public offerings; and each Shareholder makes the following representations and warranties with the intent that the same may be relied upon in determining the suitability of each Shareholder as a purchaser of securities.

 

(a) The SCL Shares are being acquired solely for the account of each BUYER Shareholder, for investment purposes only, and not with a view to, or for sale in connection with, any distribution thereof and with no present intention of distributing or reselling any part of the SCL Shares.

 

(b) Each BUYER Shareholder agrees not to dispose of his SCL Shares or any portion thereof unless and until counsel for SCL shall have determined that the intended disposition is permissible and does not violate the Securities Act of 1933 (the “1933 Act”) or any applicable state securities laws, or the rules and regulations thereunder.

 

(c) BUYER Shareholders acknowledge that SCL has made all documentation pertaining to all aspects of SCL and the transaction herein available to him/her and to his/her qualified representative(s), if any, and has offered such person or persons an opportunity to discuss SCL and the transaction herein with the officers of SCL.

 

5.3 Indemnification . BUYER Shareholders recognize that the offer of SCL Shares to him/her is based upon his/her representations and warranties set forth and contained herein and hereby agrees to indemnify and hold harmless SCL and STEVENS against all liability, costs or expenses (including reasonable attorney's fees and costs) arising as a result of any misrepresentations made herein by such Shareholder.

 

5.4 Restrictive Legend . Shareholders agree that the certificates evidencing the SCL Shares acquired pursuant to this Agreement will have a legend placed thereon which will restrict the sale of said shares for times and upon conditions that are subject to federal and state securities laws.

 

  6  

 

 

5.5 Voting Approval by BUYER Shareholders . The BUYER Shareholders agree to vote their shares of BUYER in favor of the merger.

 

ARTICLE 6

 

PRE-CLOSING COVENANTS

 

6.1 Investigative Rights . From the date of this Agreement each party shall provide to the other party, and such other party's counsels, accountants, auditors, and other authorized representatives, full access during normal business hours to all of BUYER’s and SCL’s properties, books, contracts, commitments legal and organizational documents, financial statements and forecasts, details on liabilities, assets (tangible or intangible), material contracts or agreements, financing documents executed or contemplated, acquisition agreements, patent, trademark or intellectual property materials, and records for the purpose of examining the same. Each party shall furnish the other party with all information concerning BUYER’s and SCL’s affairs as the other party may reasonably request.

 

6.2 Conduct of Business . Prior to the Closing, BUYER and SCL shall each conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other party, except in the regular course of business. Neither BUYER or SCL shall amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or other securities, incur additional or newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business.

 

6.3 Disclosure to Court and Court Appointed Receiver . BUYER and BUYER Shareholders agree and understand that an Information Statement will be prepared and provided to the Court of Jurisdiction (“Court”) in the STEVENS action and agree to help prepare and provide information where requested by the Court or STEVENS and that information published may become publicly available in the Court records and that Information Statement will be substantially part of the public filings made to the appropriate regulatory and market or trading authorities that have jurisdiction. Also it is understood that the officers of BUYER, BUYER, and BUYER Stockholders will not contact the Transfer Agent, Federal or Trading Exchanges, Secretary of State(s) or other regulatory agencies or shareholders of SCL or issue any securities or obligations, or enter into any financing or funding contracts without express written approval from the Receiver until the Court has discharged STEVENS and all conditions have been met in this Agreement.

  

  7  

 

 

ARTICLE 7

 

POST-CLOSING COVENANTS

 

7.1 Following the Closing herein:

 

(a) Prompt registration of Transfer . SCL shall register transfer of the common stock of SCL as soon as possible after receipt of proper documentation for such transfer request. Restricted securities shall be transferred without restrictive legend if supported by an opinion of counsel to SCL provided that SCL’s counsel has no reasonable objection.

 

(b) Delivery of Shares . BUYER Shareholders will deliver to SCL'S management within 10 days of execution of this Agreement and payment in full any share certificates representing the BUYER Common Stock.

 

ARTICLE 8

 
CLOSING

 

8.1 Closing . The release of the to be issued exempt and control securities and the discharge of the Receiver is expressly contingent upon satisfaction of the following:

 

(a) Initial Payment . Upon execution hereof, Buyer shall wire the initial payment of thirty thousand ($30,000.00) US Dollars within two (2) business days of the execution of this Agreement, to,

 

JP Morgan Chase

ABA # 102001017

270 Park Avenue

New York, NY 10017

 

FBO: Somerset Capital Ltd.

Account number 158067820

387 Corona St., Suite 555

Denver, CO 80218

 

  8  

 

 

(b) SCL shall conduct the following actions:

 

  1. A reverse split and round up of all of the currently issued and outstanding shares of SCL common stock at a ratio of 1 share for every 5,000 up to 10,000 shares outstanding;
2. Change the legal name of Sew CAL Logo, Inc. to “WeedLife, Inc.” (or name and symbol to be determined prior to the Corporate Action with the Nevada Secretary of state and all regulatory bodies;
3. Affect all of these actions through notice and application to the CUSIP Bureau, FINRA, DTCC and the transfer agent and cause them to be effected in the market;
4. Coordinate with the Court, notice shareholders pursuant to the 3(a)(10) exemption and attend a Fairness Hearing requesting permission of the Court related to this business combination;
5. Issue the necessary exempt securities and/or DWAC the securities as applicable pursuant to the Court Order, the legal opinion and this agreement;
6. Upon verification that all monies owed to STEVENS have been received and conditions herein met, the issued exempt shares will be sent via overnight courier to ___________ at the following address ___________; and
7. Once the Receiver has confirmation the stock certificates representing the transaction have been received, the Receiver will coordinate the appointment of a new Officer and/or Director for the company along with his own resignation as the sole Officer and Director of the Company. The notice will be sent to the transfer agent with copies being sent to the buyer as well.
8. Upon completion of 1-7 above, the Court will be notified of STEVENS discharge as Court Appointed Receiver.

 

ARTICLE 9

 

MISCELLANEOUS

 

9.1 Confidentiality . Unless compelled by a subpoena or otherwise required under the rule of law no party to this transaction will discuss terms of the transaction, the existence of or status and terms of an Agreement, its parties, or any other aspect of this transaction, contemplated, executed, or finalized with any individual other than counsel and individuals or parties directly related to this transaction.

 

9.2 Captions . The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

 

9.3 No Oral Change . This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

 

  9  

 

 

9.4 Non-Waiver . Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

 

9.5 Time of the Essence . Time is of the essence of this Agreement and of each and every provision hereof.

 

9.6 Entire Agreement . This Agreement contains the entire Agreement and understanding among the parties hereto, supersedes all prior agreements and understandings, and constitutes a complete and exclusive statement of the agreements, responsibilities, representations and warranties of the parties.

 

9.7 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

9.8 Binding Effect . This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

 

9.9 Announcements . SCL and BUYER will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers.

 

9.10 Expenses . Unless as is specifically stated above, each party will pay its own legal, accounting and any other out-of-pocket expenses reasonably incurred in connection with this transaction, whether or not the transaction contemplated hereby is consummated. Specifically, STEVENS will absorb the legal fees and costs for and travel to the fairness hearing. BUYER will pay for financial statement preparation, including PCAOB audits, their own legal fees and expenses related to the preparation of materials needed by STEVENS. Post fairness hearing, all company fees and costs of any kind will be borne by BUYER and BUYER Shareholders, including, but not limited to, financial statement preparation, audit fees, OTCIQ, news releases, transfer agent fees, any and all requirements by broker dealers/clearing firms regarding the deposit or sale of stock.

 

  10  

 

 

9.11 Brokerage . BUYER and SCL each represent that no finder, broker, investment banker or other similar person has been involved in this transaction. Each party agrees to indemnify and hold the others harmless from payment of any brokerage fee, finder’s fee or commission claimed by any other person or entity who claims to have been involved in the transaction herein because of an association with such party.

 

9.12 Survival of Representations and Warranties . The representations and warranties of the parties set forth in this Agreement or in any instrument, certificate, opinion, or other writing providing for it, shall survive the Closing irrespective of any investigation made by or on behalf of any party for a period of one year.

 

9.13 Choice of Law . This Agreement and its application shall be governed by the laws of the State of Nevada.

 

9.14 Communication . In order to control the appropriate release of public information as well as contain the release of material non-public/confidential information, the point of contact during the period between the execution of this letter of intent and final court approval of the transaction shall be the office of the Receiver. All parties are also restricted from communicating with the transfer agent, FINRA, DTCC, without express written consent from the STEVENS until after the issuance of the exempt and control securities.

 

9.15 Disclosure & Diligence . STEVENS represents to BUYER and BUYER Shareholders, that best efforts have been made using all available resources and methods to identify all known debt, liabilities, litigation, material information, and assets of SCL. STEVENS will have ascertained and disclosed all known information to BUYER. BUYER represents they have completed their own due diligence and fully understand and accept SCL in this business combination. STEVENS further attests that should STEVENS identify additional disclosable information that it will be shared immediately with the BUYER and BUYER Shareholders.

 

9.16 Cancellation of Agreement or the contemplated merger . In the event this Agreement or merger transaction, as contemplated, is not completed then SCL shall be returned to the original state prior to the execution of the Agreement and STEVENS, all fees and expenses of STEVENS and SCL payable by BUYER and BUYERS Stockholders, and shall be due, less any payments made, and the BUYER and BUYER Shareholders shall not be reimbursed for any expenses or fees as the result of this Agreement or directly paid or incurred on the BUYER or BUYER Shareholders behalf and shall reimburse STEVENS and SCL any expenses outlined in a final invoice which is due and payable within 10 business days from receipt. All shares received per the Agreement by BUYER and BUYER Shareholders shall be promptly returned and rights and ownership shall be cancelled and BUYER and BUYER Shareholders shall have not title to upon cancellation or default of this Agreement.

 

 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

  11  

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives, all as of the date first written above.

 

SEW CAL LOGO, INC.:  
(a Nevada Corporation)  
     
By: /s/ Robert L. Stevens  
  Robert L. Stevens  
  Court Appointed Receiver Acting Under
His statutory Authority
 
     
WHITE TIGER PARTNERS LLC  
     
By: /s/ Robert L. Stevens  
  Robert L. Stevens  
  Managing Partner and Judgment Creditor  
     
BUYER:  
(a Colorado Corporation)  
   
By: /s/ Andrew Rodosevich  
  An Officer and Director and  
  Authorized Signatory  

 

BUYER Shareholders:

( Shareholder of WeedLife, Inc., Life Marketing, Inc. and all subsidiaries and related entities)

 

By: /s/ Ken Shawn Tapp  
  Shawn Tapp  
     
By: /s/ Andrew Rodosevich  
  Andy Rodosevich  

 

  12  

 

 

SCHEDULE A

 

NON-AFFILIATE CAP TABLE POST BUSINESS COMBINATION

 

Name of Shareholder and all persons having an interest Number of Shares to
be Issued
Percent
Ownership
Existing Shareholders (post-reverse split at 5,000 or 10,000:1) TBD ~0.157%
Matt Daugherty TBD ~0.075%
Somerset Group TBD ~9.989%
Receiver Certificate Holder TBD ~0.187%
     
     
  ------------ ------------
Total TBD 10.408%
     
     
     
     
     

 

 

  13  

 

 

SCHEDULE B

 

AFFILIATE CAP TABLE POST BUSINESS COMBINATION

   

Name of Shareholder and all persons having an interest Number of Shares to
be Issued
Percent
Ownership
Shawn Tapp TBD ~44.796%
Andy Rodosevich TBD ~44.796%
     
     
  ------------ ------------
Total TBD 89.592%
     
     
     
     
     
     
     
     

 

  14  

 

 

SCHEDULE C

 

ISSUANCE RESOLUTION AND REQUIRED REGISTRATION INFORMATION PER FIRST AMERICAN STOCK TRANSFER

 

 

15

 

Exhibit 10.2

 

SOFTWARE LICENSE AGREEMENT

  

This Software License Agreement (the “Agreement” ), effective as of January 01, 2017 (the “Effective Date” ), is entered into by and between Social Life Network, Inc., located at 8100 East Union Ave. STE 1809, Denver, Colorado 80237 (the “Licensor” ) and Real Estate Social Network, Inc., located at 3465 South Gaylord Ct. STE. A401, Englewood, Colorado 80113 (the “Licensee,” together with Licensor, the “Parties,” and each a “Party” ).

 

WHEREAS Licensor is the legal and beneficial owner of the Licensed Software and desires to license the Licensed Software to Licensee; and

 

WHEREAS Licensee desires to obtain a license to use the Licensed Software subject to the terms and conditions of this Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. DEFINITIONS. For purposes of this Agreement,

 

a. “Agreement” has the meaning set forth in the preamble.

 

b. “Confidential Information” means any non-public information in any form and however transmitted, whether orally, visually, in writing, or by electronic communication, that both Parties reasonably and in good faith deem to be confidential or proprietary. Confidential Information includes, but is not limited to, technological disclosures, trade secrets, ideas, concepts, know-how, business operations, plans, strategies, customer information, pricing information, and any other information that the disclosing Party is contractually or otherwise bound to keep confidential. Confidential Information may, but is not obligated to be designated, marked, or otherwise identified as “confidential.” See exclusions in the section titled “CONFIDENTIALITY” below.

 

c. “Documentation” means any and all manuals, instructions, and other end user materials that Licensor provides to Licensee describing the software’s functionality, components, technical specifications, capabilities, requirements, or limitations. Documentation may include, but is not limited to, aspects of the software that are of practical importance to Licensee, such as instructions on installation, configuration, integration, operation, use, support, or maintenance.

  

 

 

d. “Effective Date” has the meaning set forth in the preamble. It is the start date for this Agreement where all rights and obligations herein become operational and enforceable.

 

e. “Intellectual Property Rights” means any and all registered and unregistered rights to plans, ideas, designs, or other intangible assets. Such rights are granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, right of publicity, other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 

f. “Law” means any statute, code, ordinance, rule, regulation, constitution, order, treaty, precedent, judgment, or other legal requirements of any authority of competent jurisdiction, including, but not limited to, federal, state, local, or foreign governments, political agencies or subdivisions thereof, or any appropriate courts or tribunals.

 

g. “Licensed Software” means software version 4.0 of SLN - Social Networking and eCommerce Platform, any ancillary data files, modules, libraries, tutorials, or demonstration programs, and any Maintenance Releases provided to Licensee according to this Agreement.

 

h. “Licensee” has the meaning set forth in the preamble.

 

i. “Licensor” has the meaning set forth in the preamble.

 

j. “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Licensed Software or Documentation that Licensor may optionally and periodically provide to Licensee during the Term. Such release may include, but is not limited to, error corrections, enhancements, improvements, or other changes to the Licensed Software’s functionality, compatibility, capabilities, performance, efficiency, user interface, or quality. Such release is separate and distinct from any New Version Licensor may choose to release during the Term.

 

k. “New Version” means any new variant of the Licensed Software that Licensor may introduce and market from time to time as a distinct licensed product. A New Version may be indicated by Licensor’s designation of a new version or release number. Licensor may make a New Version available to Licensee at an additional cost under a separate agreement or by written amendment.

 

l. “Parties” mean the Licensor and Licensee collectively.

 

m. “Party” means the Licensor or Licensee individually.

  

  2  

 

n. “Permitted Use” means use of the Licensed Software by an authorized user for specific purposes agreed upon herein. Licensee can use the Social Networking and eCommerce Platform for real estate website and mobile applications in all countries, without exception, and under any brand name that authorized by Social Life Network, Inc. CEO or CTO, in advance of the deployment of the technology platform. Any unauthorized deployment or resale of the technology platform is strictly prohibited.

 

o. “Open-Source Components” means any software component that is subject to an open-source copyright license agreement. Qualifying open-source copyright license agreements include, but are not limited to, Apache License 2.0, BSD 3-Clause “New” or “Revised” license, BSD 20-Clause “Simplified” or “FreeBSD” license, GNU General Public License, GNU Library or “Lesser” General Public License, MIT License, Mozilla Public License 2.0, Common Development and Distribution License, Eclipse Public License, and any other obligations, restrictions, or license agreements that substantially conform to the “Open Source Definition” as prescribed by the Open Source Initiative or otherwise may require third-party disclosure or licensing if any source code of such software components is used or compiled.

 

p. “Term” has the meaning set forth in the Term section.

 

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement and the Parties’ compliance therewith, Licensor hereby grants to Licensee, solely for defined Permitted Use, a non-exclusive, non-sublicensable, and non-transferable license to use the Licensed Software and Documentation during the Agreement Term.

 

a. Scope of Licensed Access and Use. Licensee can install, use, and run an unlimited number of copies of the Licensed Software on any device or network.

 

b. Additional Copy. Licensee is permitted to duplicate a copy of the Licensed Software exclusively for testing, disaster recovery, or archival purposes. Any copy of the Licensed Software made by Licensee, for any authorized or unauthorized purposes, continues to be Licensor’s exclusive property, is subject to the terms and conditions of this Agreement, and must include all Intellectual Property Rights notices contained in the original Licensed Software and Documentation.

 

c. Open-Source Licenses. Should the Licensed Software include any Open-Source Components, Licensee’s use of the Open-Source Components will be governed by, and subject to, the terms and conditions of the related open-source and public licenses. Licensor will provide Licensee with the license name, author information, license source, access information, and other relevant information for Open-Source Components.

  

  3  

 

3. LICENSE RESTRICTIONS. Except as expressly permitted in this Agreement, and subject to the Open-Source Components if applicable, Licensee will not, and will not permit any third party to,

 

a. reproduce any portion of the Licensed Software for any purpose except as otherwise authorized in this Agreement;

 

b. decode, disassemble, reverse engineer, or otherwise attempt to derive or gain access to any portion the Licensed Software’s source code;

 

c. adopt, build upon, correct, modify, translate, or otherwise improve or create derivative works of the Licensed Software;

 

d. lend, publish, rent, lease, sell, sublicense, assign, transfer, or otherwise make available to any third party not authorized within this Agreement the Licensed Software in any manner, including, but not limited to, access to the Licensed Software on the internet or any timesharing, service bureau, software as a service, cloud, or similar technology or service;

 

e. breach or circumvent any disclosed or undisclosed security device or intended protection used for or contained in the Licensed Software or Documentation;

 

f. efface, alter, obscure, translate, combine, or otherwise change any trademarks, disclaimers, warranties, Documentation terms, Intellectual Property Rights, proprietary rights, or any symbols, notices, marks, serial numbers, or identification on or relating to any copy of the Licensed Software or Documentation;

 

g. use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or any applicable Law;

 

h. use the Licensed Software for the purposes of (i) comparative or competitive analysis of the Licensed Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Licensor’s detriment or commercial disadvantage;

 

i. use the Licensed Software, alone or in part, in connection with any hazardous environments, systems, or applications; any safety response systems; any safety-critical applications; or any applications where the failure of the Licensed Software may reasonably and foreseeably lead to personal injury, severe physical damage, or severe property damage; or

  

  4  

 

j. use the Licensed Software, Documentation, or any Open-Source Components for any purpose not expressly permitted under Permitted Use or in any manner not expressly permitted by this Agreement or the controlling Open-Source License.

 

4. TERM. The term of this Agreement commences as of the Effective Date and will continue in effect indefinitely until termination, pursuant to the Termination section under this Agreement.

 

5. DELIVERY. Licensor will deliver one copy of the Licensed Software electronically to Licensee on January 01, 2017.

 

6. INSTALLATION. Licensor will install the Licensed Software on Licensee’s computers, electronic devices, or systems in a commercially reasonable manner at Licensor’s discretion.

 

7. FEES AND TAXES. In consideration of the rights granted to Licensee under this Agreement, Licensee agrees to pay to Licensor the following fees in accordance to the payment terms set forth in this Agreement:

 

a. Social Life Network, Inc. will receive 20% of the net profits from all monthly subscriptions and online ad sales from licensee, paid annually, on the 31st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed.

 

b. Taxes. All fees are exclusive of taxes, duties, and other similar assessments. Licensee is responsible for all sales, service, use, exercise, and all other similar taxes, duties, and charges of any kind imposed by any governmental, federal, state, local, or regulatory authority on any amounts payable by Licensee hereunder. Notwithstanding the forgoing, Licensor is solely responsible for its own income tax.

 

8. PAYMENT

 

a. Payment Terms. Installments -or- Annual Lump Sum. Licensee will make all payments in U.S. currency by check to the Notice address or by wire transfer to any account as Licensor may specify in writing from time to time.

 

b. Late Payment. If any payment to Licensor is delinquent, then in addition to all other remedies available to Licensor,

 

i. Licensor may charge interest on the past due amount at a rate no higher than the highest rate permitted under applicable Law;

  

  5  

 

ii. Licensee must reimburse Licensor for all reasonable costs incurred to collect any and all late payment and associated interest amounts, including, but not limited to, any attorneys’ fee, court costs, and collection agency fees; and

 

iii. if payment delinquency continues for five business days following written notice or demand for payment, Licensor may exercise any or all of the following remedies: (1) technologically disable Licensee’s use of the Licensed Software; (2) withhold, suspend, or revoke this license grant; and (3) terminate this Agreement pursuant to the Termination section.

 

9. TESTING AND ACCEPTANCE

 

a. Acceptance Parameters and Testing. Acceptance testing will be conducted by Licensor to establish whether the Licensed Software operates properly and in accordance with Documentation. Licensee will supply to Licensor suitable test data and the associated results Licensee reasonably expects to be achieved by using the Licensed Software. Licensor will carry out testing, in the presence of Licensee or its authorized representative, upon a mutually acceptable date and time after delivery and installation of Licensed Software.

 

b. Testing Failure. If the initial acceptance testing does not yield expected results, Licensor will, at its own cost, correct the errors and repeat the acceptance testing again under the same testing conditions as the initial test in the presence of Licensee or its authorized representatives. If the subsequent acceptance testing also fails to yield expected results and such failure is reasonably determined to be caused solely by the Licensed Software, Licensee may terminate this Agreement upon written notice to Licensor. On termination, Licensor will refund any and all license fees already paid by Licensee to Licensor under this Agreement. This is Licensee’s sole and exclusive remedy for any unresolved acceptance testing failures.

 

c. Acceptance. Notwithstanding any acceptance testing rights, requirements, and obligations herein, Licensee is deemed to have accepted the Licensed Software if

 

i. the acceptance testing conducted by Licensor and witnessed by Licensee or its authorized representative is successful;

 

ii. Licensee fails to provide the acceptance test parameters or voluntarily forgoes the acceptance testing process; or

 

iii. Licensee commences intended use of Licensed Software irrespective of acceptance testing parameters, process, or result.

  

  6  

 

10. MAINTENANCE RELEASE. During the Term, Licensor may, at Licensor’s sole option and discretion, provide Licensee with Maintenance Releases and updated Documentation. All Maintenance Releases are considered part of the Licensed Software and are subject to all applicable terms and conditions in this Agreement. Licensee agrees to install all Maintenance Releases as soon as practicable after receipt. Licensor agrees to provide any Maintenance Releases free of charge.

 

11. NEW VERSION. Licensee does not have any right or option to receive any New Versions of the Licensed Software that Licensor, in its sole discretion, may release neither during nor after the Term. Licensee may seek to negotiate a new, separate, or amended license grant for any New Version at Licensor’s then-current price for the New Version, provided Licensee is in compliance with the terms and conditions of this Agreement.

 

12. TITLE, INTELLECTUAL PROPERTY RIGHTS, AND INFRINGEMENT

 

a. Ownership. Licensee acknowledges and agrees that

 

i. Licensor is and will remain the sole and exclusive owner of all rights, title, and interest in and to the Licensed Software, Documentation, Maintenance Release, New Version, and all Intellectual Property Rights associated herein, subject only to the rights of any disclosed third parties, within any Open-Source Components, and the limited license granted to Licensee under this Agreement;

 

ii. the Licensed Software, Documentation, and Intellectual Property Rights are licensed, not sold, to Licensee. Licensee does not, has not, and will not acquire any ownership interest in the Licensed Software, Documentation, or any related Intellectual Property Rights through this Agreement;

 

iii. nothing in this Agreement grants any implied rights to Licensee, including by implication, waiver, or estoppel, in any Intellectual Property Rights or other rights, title, or interest in any portion of the Licensed Software and Documentation; and

 

iv. Licensee unconditionally and irrevocably assigns to Licensor its entire right, title, and interest in any Intellectual Property Rights that Licensee may have currently or in the future relating to the Licensed Software or Documentation, including any derivative works or patent improvement rights, however held or acquired.

  

  7  

 
b. Licensee Cooperation and Notice of Infringement. Licensee will, during the Term,

 

i. secure and protect the Licensed Software and Documentation from infringement, misappropriation, misuse, theft, or other unauthorized access through all commercially reasonable measures and precautions similar to those Licensee would employ to secure and protect its own intellectual property;

 

ii. take all reasonable steps as Licensor may require and request to maintain the validity, enforceability, and ownership of all Licensor’s Intellectual Property Rights herein;

 

iii. promptly notify Licensor in writing if Licensee becomes aware of any actual or suspected infringement, misappropriation, misuse, theft, unauthorized access, or other violations of Licensor’s Intellectual Property Rights in or relating to the Licensed Software or Documentation;

 

iv. promptly notify Licensor in writing of any claim that the Licensed Software or Documentation, in whole or in part, infringes, misappropriates, or otherwise violates any rights, including Intellectual Property Rights, of other persons or entities; and

 

v. fully cooperate with and assist Licensor in all commercially reasonable ways, including but not limited to providing records, information, depositions, and testimonies, and at Licensor’s sole expense, in any claim, suit, action, or proceeding to prosecute or defend Licensor’s rights in the Licensed Software, Documentation, and any Intellectual Property Rights herein.

 

13. SECURITY MEASURE DISCLOSURE. The Licensed Software may contain security features that prevent unauthorized or illegal use of the Licensed Software. Licensee acknowledges and agrees that Licensor may use these features and other lawful measures to verify Licensee’s compliance and to enforce Licensor’s rights under this Agreement. Licensee further acknowledges and agrees that Licensor may, from time to time at Licensor’s sole discretion, gather Licensee’s technical, usage, and other related information without disruption to Licensee’s use and for the sole purpose of improving the Licensed Software’s performance, developing Maintenance Releases, and developing New Versions.

 

14. VERIFICATION AND AUDIT

 

a. Verification. At Licensor’s written request, Licensee will confirm in writing the actual scope of Licensee’s access and use of Licensed Software and list all locations of actual use if applicable.

  

  8  

 

b. Audit Procedure. Licensor or its representative may inspect and audit Licensee’s use of the Licensed Software under this Agreement at any time during the Term upon reasonable notice and request. All such audits will be conducted during regular business hours. Licensor will cooperate with Licensee to ensure such audits do not unreasonably interfere with Licensee’s business operations. Licensee agrees to make available all technology, records, equipment, information, and personnel, and to provide all cooperation and assistance as necessary for Licensor to reasonably conduct the audit. Licensor agrees to only examine information directly related to Licensee’s Licensed Software use. Licensor will keep confidential any information Licensee deems confidential that may be directly or incidentally disclosed during such audits.

 

c. Excessive Use Result. If the verification or audit determines that Licensee’s Licensed Software use exceeds the usage or scope permitted by this Agreement, Licensee agrees to pay Licensor all amounts due for excessive use of the Licensed Software as negotiated at such time.

 

15. CONFIDENTIALITY

 

a. Confidential Information. In connection with this Agreement, each Party may disclose or make available to the other Party Confidential Information which includes, but is not limited to, the Licensed Software, Documentation, and any terms of this Agreement.

 

b. Exclusions and Exceptions. Confidential Information excludes information that

 

i. was rightfully and lawfully known to the recipient without any restrictions on use or disclosure prior to disclosure by disclosing Party in connection with this Agreement;

 

ii. was or becomes part of the public domain by means other than by the recipient or any of the recipient’s representatives’ violations of this Agreement;

 

iii. was or is received by the recipient on a non-confidential basis from a third party that was not, or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

 

iv. was or is independently developed by the recipient without reference to or use of any Confidential Information.

 

c. Protection of Confidential Information. As a condition of receiving any Confidential Information, the recipient will, for Throughout the active licensing agreement, plus one year after.,

  

  9  

 

i. only access or use Confidential Information if absolutely necessary to exercise the recipient’s rights or perform the recipient’s obligations under this Agreement;

 

ii. except when compelled by Law, not disclose or permit access to Confidential Information other than to the recipient’s representatives on a need-to-know basis for the recipient to exercise its rights or perform its obligations under this Agreement, under strict information and understanding of the confidential nature of Confidential Information and the recipient’s obligations to protect Confidential Information, and with acknowledgment from such representatives that they too are bound by the confidentiality and restricted use obligations set forth herein;

 

iii. use, at minimum, the same degree of care that recipient uses to protect its own similarly sensitive information, and no less than a generally commercially reasonable degree of care, to secure and protect Confidential Information from unauthorized use, access, or disclosure;

 

iv. promptly notify the disclosing Party in writing of any actual or suspected unauthorized use or disclosure of Confidential Information and cooperate with disclosing Party by taking all reasonable steps to prevent further unauthorized use or disclosure; and

 

v. ensure recipient’s representatives comply with the terms of this section and are responsible and liable for their noncompliance, if any.

 

d. Trade Secrets Confidentiality Duration. Notwithstanding any other provisions in this Agreement, the recipient is obligated to protect any Confidential Information that constitutes as trade secrets under any applicable Law until such Confidential Information ceases to qualify for trade secret protection by operation of Law.

 

e. Compelled Disclosure. To the extent permitted by Law, if the recipient or its representatives are compelled by Law to disclose any Confidential Information, the recipient must promptly, and prior to such disclosure, notify the disclosing Party in writing of such requirement to allow the disclosing Party the opportunity to seek a protective order or other legal remedy. The recipient must also provide reasonable assistance to the disclosing Party to oppose such disclosure, to seek a protective order, or to seek other disclosure limitations or remedies. If disclosure is unavoidable, the recipient may disclose only such Confidential Information that recipient is legally required to disclose. Upon disclosing Party’s request, the recipient must use commercially reasonable efforts to obtain assurances of confidential treatment of all compelled Confidential Information from the applicable court or legal authority.

  

  10  

 

16. TERMINATION. This Agreement may be terminated at any time

 

a. by Licensor if Licensee fails to make payment where such failures continue more than five business days after the due date, effective on written notice of termination to Licensee;

 

b. by either Party for the other Party’s material breach of this Agreement that is incurable or uncured by breaching party for 30 days after being served with notice of breach and demand for cure, effective on written termination notice to the breaching Party;

 

c. by Licensor, effective immediately irrespective of written notice, if Licensee

 

i. is dissolved or liquidated or takes any corporate action for such purposes;

 

ii. becomes insolvent or is generally unable to pay its debts as they become due;

 

iii. becomes the subject of any bankruptcy proceedings, voluntary or involuntary, under any domestic or foreign bankruptcy or insolvency Law;

 

iv. makes or seeks to make a general assignment for the benefit of its creditors; or

 

v. applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property; and

 

d. by both Parties upon mutual written agreement.

 

17. TERMINATION OR EXPIRATION EFFECTS. Upon early termination or the natural expiration of this Agreement,

 

a. all licenses, rights, and authorizations granted to Licensee herein will immediately terminate and Licensee will

 

i. promptly cease all use of the Licensed Software and Documentation;

 

ii. within five business days deliver to Licensor, or at Licensor’s written request, destroy and permanently erase from all Licensee’s and their representatives’ devices, equipment, and systems, the Licensed Software, Documentation, and all Licensor’s Confidential Information; and

 

iii. certify in writing that Licensee, and any of Licensee’s representatives, has complied with the termination requirements herein; and

   

b. all amounts payable of any kind under this Agreement are immediately due and payable effective on the expiration date or early termination date.

 

  11  

   

18. MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party represents, warrants, and covenants to the other Party that

 

a. it is duly established, validly existing, and in good standing to conduct business as a sole proprietorship, partnership, company, corporation, trust, organization, or any other valid entity under the Laws of its jurisdiction;

 

b. it has the full right, power, and authority to enter into this Agreement;

 

c. it is capable of performing its obligations and granting any licenses, rights, and authorizations specified under this Agreement;

 

d. the executing representative for each Party is duly authorized to represent each Party in this Agreement by all necessary business formalities and organizational actions; and

 

e. this Agreement is legal, valid, binding on, and enforceable against each Party when fully and mutually executed and delivered.

 

19. LIMITED WARRANTY

 

a. Warranty. Licensor warrants to Licensee, for 180 calendar days from the Effective Date or for the Term, whichever is less, that

 

i. the Licensed Software substantially conforms in all material respect to the Documentation specifications when it is installed, operated, and used as recommended in the Documentation and in accordance with this Agreement;

 

ii. all Maintenance Releases, when correctly and promptly installed in compliance with the Documentation and this Agreement, will not materially affect the Licensed Software’s functionality; and

 

iii. any storage media on which the Licensed Software may be provided will be free of substantial defect under normal use.

   

  12  

 

b. Conditions. Licensor’s aforementioned limited warranties are valid and apply only if Licensee complies with the following conditions:

 

i. Licensee notifies Licensor in writing of any warranty breach during the limited warranty period.

 

ii. Licensee promptly installs all Maintenance Releases that Licensor previously made available to Licensee in order of distribution.

 

iii. Licensee is in compliance with and current on all terms and conditions of this Agreement, including the payment terms, as of the warranty breach notification date.

 

c. Exceptions. Notwithstanding any provisions to the contrary, Licensor’s aforementioned limited warranties are not valid and do not apply to problems arising out of or relating to

 

i. any modification or damage to the Licensed Software or its storage media caused by the Licensee or its representatives;

 

ii. any Licensed Software operation or use not expressly specified and permitted in the Documentation or this Agreement, including incorporating the Licensed Software in or with any non-Licensor approved technology or service unless otherwise expressly permitted by Licensor in writing;

 

iii. Licensee’s, its representatives’, or any third party’s negligence, abuse, misapplication, or misuse of the Licensed Software, including any use not expressly specified and permitted in the Documentation or otherwise expressly authorized by Licensor in writing;

 

iv. Licensee’s failure to promptly install the Maintenance Releases previously provided by Licensor in the order it was received;

 

v. Licensee’s or a third party’s system or network;

 

vi. any Open-Source Components, beta software, incomplete sample, demonstration or testing software, temporary software modules, or any software for which Licensor does not receive a license fee;

 

vii. Licensee’s breach of any material provision of this Agreement; or

 

viii. any other causes or conditions outside Licensor’s reasonable control.

   

  13  

 
d. Remedy. If Licensor breaches, or is alleged to have breached, any limited warranties herein, Licensor may, at its sole option and expense, take any of the following steps to appropriately remedy such breach:

 

i. Repair the Licensed Software.

 

ii. Amend, supplement, or replace any incomplete or inaccurate Documentation.

 

iii. Replace the Licensed Software or Maintenance Releases with functionally equivalent software that, upon its replacement, constitutes the Licensed Software hereunder.

 

iv. Replace any defective storage media on which Licensor provided the Licensed Software.

 

v. Terminate this Agreement and, provided that Licensee fully complies with its post-termination obligations, promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date.

 

e. Sole Remedy. Should Licensor fail to cure a warranty breach or terminate this Agreement within a reasonable time period after Licensor’s receipt of Licensee’s timely written notice of such breach, Licensee can terminate this Agreement as provided herein. Provided Licensee fully complies with its post-termination obligations, Licensor must promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date. THIS IS LICENSEE’S SOLE REMEDY AND LICENSOR’S ENTIRE OBLIGATION AND LIABILITY FOR ANY LIMITED WARRANTY BREACH UNDER THIS AGREEMENT.

 

f. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND FOR THE EXPRESS LIMITED WARRANTIES HEREIN, ALL LICENSED SOFTWARE, DOCUMENTATION, MAINTENANCE RELEASE, PRODUCTS, INFORMATION, MATERIAL, AND SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS, WHERE IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS TO THIRD PARTIES, PATENT VALIDITY, OPERATION WITHOUT INTERRUPTION, ACHIEVEMENT OF LICENSEE’S REQUIREMENTS OR INTENDED RESULTS, OR COMPATIBILITY WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, OR MATERIALS EXCEPT AS EXPRESSLY SET FORTH IN THE DOCUMENTATION. FURTHERMORE, AND WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION IS OR WILL BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE OR ERROR. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ANY OPEN-SOURCE COMPONENTS OR THIRD-PARTY REPRESENTATION OR WARRANTY IS STRICTLY LIMITED TO LICENSEE AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD-PARTY MATERIALS AND UNRELATED TO LICENSOR.

  

  14  

 

20. INDEMNIFICATION

 

a. Licensor Indemnification. Licensor will indemnify, defend, and hold harmless Licensee, its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensee arising from any third-party action, suit, or claim that alleges the Licensed Software, or any use of the Licensed Software in accordance with this Agreement, infringes any Intellectual Property Rights.

 

b. Licensor Indemnification Exceptions. The foregoing Licensor indemnification does not apply to the extent that such actions or losses arise from any allegation of or relating to any

 

i. patent, copyright, or trademarks issued on a patent, copyright, or trademark application published or granted after the Effective Date;

 

ii. unauthorized, unlicensed, and unpermitted modification of the Licensed Software without Licensor’s express knowledge, written consent, and in direct contradiction to Licensor’s Documentation specifications;

 

iii. unauthorized, unlicensed, and unpermitted use of the Licensed Software outside the purpose, scope, or manner authorized by this Agreement or in any manner contrary to Licensor’s instructions;

 

iv. Open-Source Components, other third-party materials, or any material outside of Licensor’s exclusive control;

 

v. failure to promptly install and implement any Maintenance Release or Licensed Software replacement in order received and made available to Licensee by Licensor;

 

vi. Licensed Software use after Licensee’s receipt of Licensor’s written notice that such continued use may be alleged to or actually infringe upon, misappropriate, or otherwise violate a third party’s rights;

  

  15  

 

vii. Open-Source Components or other third-party materials;

 

viii. negligence, abuse, misapplication, or misuse of the Licensed Software by or on behalf of Licensee, its representatives, or a third party;

 

ix. causes or conditions outside Licensor’s commercially reasonable control, including, but not limited to, any third-party equipment error or Licensee’s own system bugs, defects, or malfunctions; or

 

x. actions or losses for which Licensee is obligated to indemnify Licensor pursuant to this Agreement.

 

c. Licensee Indemnification. Licensee will indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensor due to any third-party actions, claims, or suits should such losses relate to any allegation

 

i. that any rights, including Intellectual Property Rights, is or will be infringed, misappropriated, or otherwise violated by Licensee’s unauthorized Licensed Software use in a manner inconsistent with the license grant in this Agreement and Documentation;

 

ii. of or relating to matters that would be deemed a Licensee breach of representation, obligation, covenant, or warranty under this Agreement if proven true;

 

iii. of or relating to negligence, abuse, misapplication, misuse, or other culpable acts or omissions by or on behalf of Licensee or its representatives with respect to the Licensed Software or otherwise in connection with this Agreement; or

 

iv. of or relating to the unauthorized, unlicensed, and unpermitted use of the Licensed Software or Documentation outside the purpose, scope, or manner authorized by this Agreement or in any manner contrary to Licensor’s instructions.

 

d. Mitigation. Should Licensor believe the Licensed Software, in whole or in part, may be claimed by any third party to be in violation of another’s Intellectual Property Right, or if Licensee’s use of the Licensed Software is enjoined or threatened to be enjoined, Licensor may mitigate the situation at its own option and expense by

  

  16  

 

i. obtaining the right from the appropriate third party for Licensee to continue to use the Licensed Software materially as intended in and for the Term duration of this Agreement;

 

ii. modifying or replacing the Licensed Software to the extent that it becomes non-infringing while still providing the materially equivalent features and functionalities of the original software, and such modification or replacement will constitute the Licensed Software thereunder; or

 

iii. terminating this Agreement, in whole or in part, effective immediately upon written notice to Licensee and, provided that Licensee fully complies with its post-termination obligations, promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date.

 

e. Sole Remedy. THIS SECTION CONSTITUTES LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE OBLIGATIONS AND LIABILITIES FOR ANY CLAIMS OR ALLEGATIONS, WHETHER ACTUAL OR THREATENED, THAT THIS AGREEMENT, SOFTWARE, DOCUMENTATION, OR ANY SUBJECT MATTER HEREOF, INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

 

21. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCE, INCLUDING WHERE PARTIES WERE ADVISED THAT LOSSES OR DAMAGES WERE POSSIBLE OR FORESEEABLE, WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: COST INCREASE; BUSINESS, PRODUCTION, REVENUES, OR PROFITS LOST; VALUE DIMINUTION; REPUTATIONAL LOSS; DAMAGED GOOD WILL; USE, INABILITY TO USE, DELAY, INTERRUPTION, LOSS, OR RECOVERY OF ANY LICENSED SOFTWARE, OPEN-SOURCE COMPONENTS, OR ANY THIRD-PARTY MATERIALS; DATA OR SYSTEM SECURITY BREACH, CORRUPTION, DAMAGE OR RECOVERY; REPLACEMENT COST OF GOODS, SOFTWARE, OR SERVICES; OR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY.

 

22. EXPORT REGULATION. Licensee acknowledges that the Licensed Software may be subject to applicable United States export Laws, including the United States Export Administration Act and its associated regulations. Licensee agrees to comply with provisions of such export Laws. Compliance may include, but is not limited to, obtaining any and all necessary export license or other governmental approval. Licensee shall not itself or permit any third party to directly or indirectly export, re-export, or release the Licensed Software, or use the Licensed Software, in any country prohibited or restricted under United States export Laws.

  

  17  

 

23. FORCE MAJEURE. Neither Party will be liable to the other by reason of failure or delay in the performance of this Agreement if the failure arises out of any circumstance beyond such Party’s reasonable control, including acts of God, flood, fire, natural disaster, war, terrorism, invasion, riot, civil unrest, embargos, national or regional emergency, strikes, labor disruptions, Law changes, or power or telecommunication interruptions or shortages. The Party failing or delaying in performance of this Agreement due to circumstances beyond their control must give prompt written notice to the other Party stating the estimated length of time the occurrence is expected to continue. Either Party may terminate this Agreement if such uncontrollable circumstance continues for longer than 30 days.

 

24. GENERAL PROVISIONS

 

a. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or any other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind the other in any manner.

 

b. Notices. Notices will be deemed effectively given when received if delivered by hand; when received if sent by a nationally recognized courier with required signature upon receipt; when sent if delivered by email with transmission confirmation and sent during receiving party’s normal business hours; and on the next business day if delivered by email with transmission confirmation and sent after normal business hours.

Any notice, request, consent, claim demand, waiver, or other communication under this Agreement must be in writing and addressed to Parties as follows:

 

i. Licensor
Address: 8100 East Union Ave. STE 1809, Denver, Colorado 80237
Email: Ken@SocialNetwor.ai

 

ii. Licensee
Address: 3465 South Gaylord Ct. STE. A401, Englewood, Colorado 80113
Email: Britt@LikeRE.com

 

c. Publicity. Each Party agree to seek express permission and written consent before using the other Party’s trademarks, service marks, trade names, logo, domain names, or other indicia of source, association, or sponsorship for any purpose but specifically relating to publicity, marketing, or commercial materials.

  

  18  

 

d. Governing Law. This Agreement is governed by and construed in accordance with the Laws of the State of Colorado without giving effect to any choice or conflict of law provisions or rules that would permit the application of the laws of any other jurisdiction.

 

e. Arbitration. Unless all Parties agree otherwise, Licensor and Licensee agree that any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved through mandatory binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and the judgment of its arbitrator(s) may be entered by any court of competent jurisdiction. Licensor and Licensee further agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY DISPUTE, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED. This provision will survive the termination of this Agreement.

 

f. Headings. The section and subsection headings or captions in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement.

 

g. Further Assurances. The Parties will cooperate with each other, execute and deliver such documents or instruments, and take all further actions as may be reasonably requested by the Parties from time to time in order to carry out, evidence, or confirm their rights or obligations or as may be reasonably necessary or helpful to give full effect to this Agreement.

 

h. Amendment and Modifications. This Agreement may be supplemented, amended, or modified only by mutual and written agreement of all Parties. No amendment, modification, rescission, or termination is effective unless it is in writing and executed by all Parties or their authorized representatives.

 

i. Waiver. No Party to this Agreement is deemed to have waived any of their rights, powers, remedies, or privileges under this Agreement unless such waiver is expressly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, the failure to exercise or enforce any rights, powers, remedies, or privileges under this Agreement will in no way be construed as a present or future waiver of such rights, powers, remedies, or privileges.

  

  19  

 

j. Assignment. Except as otherwise expressly permitted in this Agreement, Licensee may not, directly or indirectly, sell, assign, sublicense, lease, rent, distribute, or otherwise transfer the Licensed Software or any license rights and obligations under this Agreement, to any other person or entity without express written consent by Licensor.

 

k. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties. Nothing in this Agreement, express or implied, is intended to or shall confer on or create to any other person or entity any legal or equitable right, benefit, or remedy of any kind whatsoever.

 

l. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by electronic transmission, including email or facsimile, is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

m. Severability. If any provision of this Agreement or the application thereof is held to be invalid or unenforceable for any reason and to any extent, then that provision will be considered removed from this Agreement. However, the remaining provisions will continue to be valid and enforceable according to the intentions of all Parties and to the maximum extent permitted by Law. If it is held that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

n. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole, entire, and final agreement of the Parties with respect to the subject of this Software License Agreement. This Agreement supersedes all prior and contemporaneous understandings, representations, agreements, and warranties, whether written, oral, or implied. Should any inconsistency occur between statements made in the body of this Agreement, any related exhibits, schedules, attachments, and appendices, and any other documents incorporated herein by reference, the following order of precedence governs: (i) this Agreement, excluding any exhibits, schedules, attachments, appendices, or any other documents incorporated herein by reference; (ii) this Agreement’s exhibits, schedules, attachments, and appendices, if any; and (iii) any other documents incorporated in this Agreement by reference.

  

  20  

 

IN WITNESS WHEREOF, the Parties execute this Agreement as of the date affixed to each signature.

  

Licensor: Social Life Network, Inc.  
   
Signed:  /s/ Ken Tapp Date: January 1, 2017  
   
Name: Ken Shawn Tapp  
Title: CEO  
   
Licensee: Real Estate Social Network, Inc.  
   
Signed: /s/ Britt Glassburn   Date: January 1, 2017  
   
Name: Britt Glassburn  
Title: CEO  

  

  21  

 

Instructions for Your Software License Agreement

 

For a business, its software is intellectual property and a valued business asset. It deserves certain protections and defined terms and conditions when the software is being used by a customer. LegalNature’s software license agreement helps articulate how the Licensor and Licensee want the software to be used and help the parties establish a sound business relationship based on the benefits that the software offers.

 

Important : This software license agreement is appropriate for situations where the software owner (the Licensor) permits or licenses the software “as is” to the user (the Licensee) for their use. It does not provide any additional development, customization, or servicing by the Licensor. This is not a software development contract to customize the software to the Licensee’s unique specifications. This agreement is also not a “Software as a Service” (SaaS) agreement where the software is generally hosted by the Licensor and made available to the Licensee for access on a pay-per-use or subscription basis.

 

Definitions

 

The Definitions section contains a list of words or concepts that have very specific meaning within this agreement alone. For example, the word “Documentation” in the context of this agreement does not mean any information or records, but manuals and documents specifically relating to the software’s functionality, components, features, or requirements. When reading through the agreement, remember to consult this section for any defined terms to understand their specific significance and effect within this software license agreement.

 

License Details and Grant

 

This section contains the main details about the scope of the license granted using the answers and license parameters you supplied regarding the license’s nature and access and use parameters.

 

Exclusive or Non-Exclusive License

 

An exclusive license gives the Licensee exclusive right to use the software. No one else will have the right to use the software during the time frame that the Licensee has the right to the software as its sole user. This type of license generally garners a higher fee from the Licensor since the Licensor cannot generate additional profits by licensing the same software to other customers. A non-exclusive license can be used by many unrelated users so long as the Licensor grants permission for their use.

  

  22  

 

Sublicense

 

Sublicensing concerns how the Licensee can use the software in relation to third parties not included in this contract. Software sublicensing is the concept that a third party may use a part or all of the software through their relationship with the Licensee alone. For example, if sublicensing is allowed, the Licensee may allow a non-related third party to use the Licensor’s software and even receive payment for the third party’s use of the Licensor’s software. If sublicensing is acceptable to the Licensor and Licensee, you should select “Yes” when asked if this license is sublicensable.

 

Licensors generally want control over the distribution of their software and may prefer to grant licenses that do not allow sublicensing. Select “No” to the question regarding sublicensing if this is the case for this agreement. In making this license non-sublicensable, any third party that wants to use the software will need to obtain a license directly from the Licensor, instead of going around the Licensor.

 

License Assignment or Unilateral Transfer of Rights

 

An assignment is different from sublicensing in that it transfers all the Licensee’s rights and responsibilities contained in this agreement onto a third party. This is a major change to any agreement and essentially changes who the Licensor is contracting with. Customarily, such a change to the parties in a contract would require the consent of all parties. However, if the Licensor is comfortable with contracting with any third party as long as they accept all the terms in this agreement just as the Licensee did, select “Yes” when asked if this license grant can be transferred unilaterally by the Licensee. If the Licensor wants full control and the opportunity to vet who uses their software, select “No” when asked whether the Licensee can unilaterally transfer their rights and obligations.

 

Access and Use

 

Software access and use is particularly important in a software license agreement because, unlike a traditional business asset like a physical computer or machine, software can be extremely easy to copy, duplicate, or transfer. To control the value of the asset, Licensors can place contractual limitations on the license granted to the Licensee. For example, this software could be limited for use 1) on only 10 of Licensee’s computers, or 2) for 30 Licensee employees, or 3) on an unlimited number of computers and users but only at Licensee’s offices in the state of Nevada, or 4) on two of Licensee’s computers and keep one copy as backup for disaster recovery only. LegalNature allows you to customize the software’s access and use criteria and create your unique license grant. If the license grant does not have any restrictions on the number of copies or locations of access, select “Yes” when asked if the Licensee may use unlimited copies of the software from any location.

  

  23  

 

Open-Source Licenses

 

Some software contains open-source code or technology that is widely available for a variety of uses. However, such use of open-source code or technology actually comes with its only open-source or public license. The Licensor should be aware that, if any part of their software contains open-source components, the open-source or public license information often requires the components to be readily identifiable and documented.

 

License Restrictions

 

Beyond the number of copies or location access for the software, there are some general prohibitions that the Licensee must comply with. This section articulates these prohibitions. The prohibitions generally protect the intellectual property of the Licensor and include common sense restrictions. For instance, the Licensee may not copy the software, lend out the software without the Licensor’s permission, reverse engineer the software, bypass the software’s security measures, misappropriate the Licensor’s intellectual property in any part of the software, use the license in applications that could result in injury or death, or use the software outside of the limitations of the license grant in general.

 

Term

 

The term establishes how long the Licensee can use the software under the parameters set by this agreement. If the parties want to continue this software license agreement indefinitely until one party decides the relationship is no longer suitable, select “Perpetual” under “License Term Duration.” If the parties know in advance exactly when the Licensee will stop using the software under the terms of this agreement, select “Ends on a specific date” to input that date. If the parties want to establish the duration of the contract in terms of a period basis such as “five years” or “18 months,” select “Ends after a specific period” and write in the duration.

 

Delivery

 

Software may be delivered to the Licensee in a variety of ways. The traditional method is a physical delivery on a tangible storage media such as CD, DVD, USB, external hard drive, and the like. This may add physical delivery time through the post or require coordination between the Licensor and Licensee to meet and receive the physical storage media. It has also become commonplace to deliver software electronically via email, through private networks, downloaded from hosted websites, and more. This method could make the delivery time more instantaneous but may require a certain degree of technological sophistication from both the Licensor and Licensee. The Licensor and Licensee should consider and select the delivery method, timeframe, and location that suits both parties’ needs.

 

Installation

 

Some Licensors offer installation services as an added bonus for the Licensee’s convenience and to ensure their software is installed properly. Other Licensors prefer to leave the installation to the Licensee and avoid any liability that may arise from using the Licensee’s computers or network systems. The details regarding installation service, if any, should be decided in this agreement so both parties have the same expectations about who will set up the software.

  

  24  

 

Fees and Taxes

 

The license fee is basically the cost of licensing the software. It can be measured by different metrics. Some companies prefer a lump sum total for unlimited use restrictions; others prefer to pay for their exact use, such as having a fix fee per user, per computer used, per installation, or per location used. LegalNature allows you to choose from all these options to decide the appropriate pricing basis for your agreement.

 

While the license fee is the most common type of fee in a software license agreement, your agreement may include other fee types and structures such as an installation fee and training fee for the Licensor to teach the Licensee and their employees or representatives how to make the most out of the software. Taxes are not included in this contract, so the Licensee should be aware that it is responsible for any taxes that may be assessed in this agreement.

 

Payment

 

In addition to the manner in which the software is used and the fee structure considerations, payment for the fee is often dependent on the business relationship between the Licensor and Licensee. When deciding on what kind of payment structure to use, the Licensor may wish to take into consideration the duration of the agreement, the creditworthiness of the Licensee, and how the Licensee will use the software and then evaluate what is commercially reasonable based on all these factors.

 

This agreement also includes a standard late payment term that provides some remedy options for the Licensor if the Licensee is late on payment. These remedies include the ability to charge interest or obtain reimbursement for the Licensor’s costs, such as the cost of using a collection agency, disabling the software technically, or suspending or terminating this software license agreement altogether.

 

Acceptance

 

This section affords the Licensee the ability to reject the software or make sure the software works properly before the Licensor is deemed to have completed their obligation of delivering on the software. It sets out a process by which the Licensee determines the criteria of what it means for the software to be working properly. For example, a test for spreadsheet-like software function could be to calculate the appropriate numbers in a formula with expected results. The Licensor will carry out the test with the Licensee or its representative present and both parties can witness the software being tested.

  

  25  

 

Ideally, the software test will succeed and the Licensee will accept that the software is working properly. However, if the software should fail and generate unacceptable or unexpected results, the Licensor has the opportunity to correct the software error. Additionally, if the Licensor is unable to address the software error, the Licensee has the opportunity to reject the software and terminate the agreement.

 

Acceptance testing may be appropriate if the Licensor and Licensee both want a process that assures the software functions as described. It is a quality test for the Licensee and documentation of properly functioning software for the Licensor. This is an optional process available in this form to help both the Licensor and Licensee establish a fair way to test the software.

 

Maintenance and New Version

 

From time to time, the Licensor may release updates on the software that does not substantially change the software’s functions but enhances the software in minute but helpful ways. This is a maintenance release and is offered at no cost to the Licensee. It is vastly different from a new version of the software that contains many more changes and upgrades.

 

This software license agreement grants the Licensee the right to receive any maintenance releases that may be released at the Licensor’s sole discretion during the term of this agreement. However, the Licensee does not have any rights to new versions of the software. If the Licensee wishes to use a new version of the software, the Licensee must enter into a separate negotiation and software license agreement with the Licensor.

 

Title, Intellectual Property Rights, and Infringement

 

This section affirms that the Licensor is the proper owner of the software and no part of the software is sold to the Licensee. This is purely a license, or a permission, to use the software. The Licensee also agrees to cooperate with the Licensor to protect the intellectual property that is this software during the duration of this agreement. This includes safeguarding the software, informing the Licensor of suspected or known intellectual property infringement, and assisting the Licensor in any claims or actions where the Licensor tries to prosecute third parties for infringing on the Licensor’s rights over this software.

 

Security Measures and Usage Tracking Disclosure

 

If this software contains any mechanisms that detect unauthorized use that includes a certain degree of the Licensor’s control or monitoring of the Licensee’s use, select “Yes” to the question on whether the Licensor can control or monitor the Licensee’s access. This disclosure is included to ensure transparency to the Licensee that their information may be collected or viewed incidental to their ordinary software use.

 

  26  

 

Verification (On-Site Compliance Monitoring)

 

The Licensor may, from time to time, request verification from the Licensee that the software is being used according to this software license agreement. If the Licensee agrees, this agreement can also include a right for the Licensor to conduct a non-intrusive on-site audit. If the verification or audit indicates that the Licensee is using the software beyond the scope agreed upon in this agreement, additional fees would be negotiated at that time.

 

Confidentiality

 

As with any business relationship, confidential information and trade secrets may be disclosed and exchanged. Both parties must determine and agree on how long to keep such confidential information private and only to disclose such information when compelled to do so by law. The duration of confidentiality may be the same as the duration of the license or much longer.

 

Termination and Effects

 

This section outlines all the ways in which this agreement could be terminated and which party can seek to terminate this agreement under the described circumstances. Upon termination of this agreement, it is important that the Licensee immediately stops using the software, returns or destroys the software and any confidential information, and pays all amounts due under this agreement.

 

Mutual Representations and Warranties

 

In order to enter into a commercially reasonable agreement, the Licensor and Licensee affirm and assure each other in this section that they are legally constituted entities that can do business, either under their own personal name or as an LLC or corporation, and have the full right, power, and capacity to enter into such a contract.

 

Licensor’s Limited Warranty

 

This agreement provides a limited warranty of the software for six months or for the duration of the agreement, whichever is less. The warranty assures the Licensee that the software and any maintenance release operate as described when properly installed, and if the software is provided on a separate media, that media is not defective. Everything else, if not included specifically in this section, is not warranted and is to be accepted “as is” by the Licensee. The limited warranty is additionally limited and not applicable if the software is improperly used, damaged, or modified by the Licensee, or in error because of causes outside of the Licensor’s reasonable control.

 

The Licensee’s remedies under the limited warranty include the Licensor replacing the software, the Licensor repairing the software, or either the Licensor or Licensee terminating this agreement early with appropriate pro rata refund by the Licensor of any prepaid license fee.

  

  27  

 

Indemnification

 

Indemnification is a concept for securing another party against loss or damage. In the case of the Licensor’s indemnification, the Licensor agrees to secure the Licensee and its representatives against actual losses from actions where a third party claims the Licensor’s software is an infringement of the third party’s intellectual property rights.

  

In the case of the Licensee’s indemnification, the Licensee agrees to indemnify the Licensor and its representatives against actual losses from actions from a third party that somehow relates to this agreement.

 

Limitation of Liability

 

Limitation of liability is a standard contract provision that protects both the Licensor and Licensee from the amount of exposure they each face if any action is filed against either party in relation to this agreement. It caps the amount of potential damage the parties may seek from each other and should always be read carefully so all contracting parties understand their risk exposures.

 

Export Regulation

 

Software, like other commercial objects, may be subject to export control rules and regulations such as the United States Export Administration Act. For example, there is sensitive software that cannot be exported to certain restricted countries. If the Licensee seeks to export the software, the Licensee must conduct its own due diligence regarding applicable export laws and affirm their compliance with all applicable laws.

 

Force Majeure

 

On rare occasions, there may be events or circumstances out of the Licensor’s or Licensee’s reasonable control that prevents this agreement from operating as intended for a period of time. For example, the Licensee may be late on payment when their bank’s server experienced a severe weather-induced power outage. In such uncontrollable and unpredictable circumstances where no party is intentionally at fault, this term provides an allowance for the breach if it is under 30 days and the ability for either party to cancel this agreement if the event continues for longer than 30 days.

 

Governing Law and Dispute Resolution Options

 

The choice of law that governs this agreement is an important selection. Often, parties select the law of the state where they are located because of familiarity. This form allows the parties to select the agreed-upon state law that will dictate how this agreement will be interpreted if any conflict should arise in the future.

 

Furthermore, this document allows the parties to decide whether conflict should be resolved in a public court of law or in private arbitration. If the Licensor and Licensee wish to litigate in public court, select “No” when asked if arbitration is required. If the parties wish to resolve any issues privately as decided by an independent arbitrator, select “Yes” for the same question.

  

28

 

Exhibit 10.3

 

SOFTWARE LICENSE AGREEMENT

  

This Software License Agreement (the “Agreement” ), effective as of January 01, 2017 (the “Effective Date” ), is entered into by and between Social Life Network, Inc., located at 8100 East Union Ave. STE 1809, Denver, Colorado 80237 (the “Licensor” ) and Sports Social Network, Inc., located at 3465 South Gaylord Ct. STE. A401, Englewood, Colorado 80113 (the “Licensee,” together with Licensor, the “Parties,” and each a “Party” ).

 

WHEREAS Licensor is the legal and beneficial owner of the Licensed Software and desires to license the Licensed Software to Licensee; and

 

WHEREAS Licensee desires to obtain a license to use the Licensed Software subject to the terms and conditions of this Agreement;

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. DEFINITIONS. For purposes of this Agreement,

 

a. “Agreement” has the meaning set forth in the preamble.

 

b. “Confidential Information” means any non-public information in any form and however transmitted, whether orally, visually, in writing, or by electronic communication, that both Parties reasonably and in good faith deem to be confidential or proprietary. Confidential Information includes, but is not limited to, technological disclosures, trade secrets, ideas, concepts, know-how, business operations, plans, strategies, customer information, pricing information, and any other information that the disclosing Party is contractually or otherwise bound to keep confidential. Confidential Information may, but is not obligated to be designated, marked, or otherwise identified as “confidential.” See exclusions in the section titled “CONFIDENTIALITY” below.

 

c. “Documentation” means any and all manuals, instructions, and other end user materials that Licensor provides to Licensee describing the software’s functionality, components, technical specifications, capabilities, requirements, or limitations. Documentation may include, but is not limited to, aspects of the software that are of practical importance to Licensee, such as instructions on installation, configuration, integration, operation, use, support, or maintenance.

  

 

 

d. “Effective Date” has the meaning set forth in the preamble. It is the start date for this Agreement where all rights and obligations herein become operational and enforceable.

 

e. “Intellectual Property Rights” means any and all registered and unregistered rights to plans, ideas, designs, or other intangible assets. Such rights are granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, right of publicity, other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 

f. “Law” means any statute, code, ordinance, rule, regulation, constitution, order, treaty, precedent, judgment, or other legal requirements of any authority of competent jurisdiction, including, but not limited to, federal, state, local, or foreign governments, political agencies or subdivisions thereof, or any appropriate courts or tribunals.

 

g. “Licensed Software” means software version 4.0 of SLN - Social Networking and eCommerce Platform, any ancillary data files, modules, libraries, tutorials, or demonstration programs, and any Maintenance Releases provided to Licensee according to this Agreement.

 

h. “Licensee” has the meaning set forth in the preamble.

 

i. “Licensor” has the meaning set forth in the preamble.

 

j. “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Licensed Software or Documentation that Licensor may optionally and periodically provide to Licensee during the Term. Such release may include, but is not limited to, error corrections, enhancements, improvements, or other changes to the Licensed Software’s functionality, compatibility, capabilities, performance, efficiency, user interface, or quality. Such release is separate and distinct from any New Version Licensor may choose to release during the Term.

 

k. “New Version” means any new variant of the Licensed Software that Licensor may introduce and market from time to time as a distinct licensed product. A New Version may be indicated by Licensor’s designation of a new version or release number. Licensor may make a New Version available to Licensee at an additional cost under a separate agreement or by written amendment.

 

l. “Parties” mean the Licensor and Licensee collectively.

 

m. “Party” means the Licensor or Licensee individually.

  

  2  

 

n. “Permitted Use” means use of the Licensed Software by an authorized user for specific purposes agreed upon herein. Licensee can use the Social Networking and eCommerce Platform for real estate website and mobile applications in all countries, without exception, and under any brand name that authorized by Social Life Network, Inc. CEO or CTO, in advance of the deployment of the technology platform. Any unauthorized deployment or resale of the technology platform is strictly prohibited.

 

o. “Open-Source Components” means any software component that is subject to an open-source copyright license agreement. Qualifying open-source copyright license agreements include, but are not limited to, Apache License 2.0, BSD 3-Clause “New” or “Revised” license, BSD 20-Clause “Simplified” or “FreeBSD” license, GNU General Public License, GNU Library or “Lesser” General Public License, MIT License, Mozilla Public License 2.0, Common Development and Distribution License, Eclipse Public License, and any other obligations, restrictions, or license agreements that substantially conform to the “Open Source Definition” as prescribed by the Open Source Initiative or otherwise may require third-party disclosure or licensing if any source code of such software components is used or compiled.

 

p. “Term” has the meaning set forth in the Term section.

 

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement and the Parties’ compliance therewith, Licensor hereby grants to Licensee, solely for defined Permitted Use, a non-exclusive, non-sublicensable, and non-transferable license to use the Licensed Software and Documentation during the Agreement Term.

 

a. Scope of Licensed Access and Use. Licensee can install, use, and run an unlimited number of copies of the Licensed Software on any device or network.

 

b. Additional Copy. Licensee is permitted to duplicate a copy of the Licensed Software exclusively for testing, disaster recovery, or archival purposes. Any copy of the Licensed Software made by Licensee, for any authorized or unauthorized purposes, continues to be Licensor’s exclusive property, is subject to the terms and conditions of this Agreement, and must include all Intellectual Property Rights notices contained in the original Licensed Software and Documentation.

 

c. Open-Source Licenses. Should the Licensed Software include any Open-Source Components, Licensee’s use of the Open-Source Components will be governed by, and subject to, the terms and conditions of the related open-source and public licenses. Licensor will provide Licensee with the license name, author information, license source, access information, and other relevant information for Open-Source Components.

  

  3  

 

3. LICENSE RESTRICTIONS. Except as expressly permitted in this Agreement, and subject to the Open-Source Components if applicable, Licensee will not, and will not permit any third party to,

 

a. reproduce any portion of the Licensed Software for any purpose except as otherwise authorized in this Agreement;

 

b. decode, disassemble, reverse engineer, or otherwise attempt to derive or gain access to any portion the Licensed Software’s source code;

 

c. adopt, build upon, correct, modify, translate, or otherwise improve or create derivative works of the Licensed Software;

 

d. lend, publish, rent, lease, sell, sublicense, assign, transfer, or otherwise make available to any third party not authorized within this Agreement the Licensed Software in any manner, including, but not limited to, access to the Licensed Software on the internet or any timesharing, service bureau, software as a service, cloud, or similar technology or service;

 

e. breach or circumvent any disclosed or undisclosed security device or intended protection used for or contained in the Licensed Software or Documentation;

 

f. efface, alter, obscure, translate, combine, or otherwise change any trademarks, disclaimers, warranties, Documentation terms, Intellectual Property Rights, proprietary rights, or any symbols, notices, marks, serial numbers, or identification on or relating to any copy of the Licensed Software or Documentation;

 

g. use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or any applicable Law;

 

h. use the Licensed Software for the purposes of (i) comparative or competitive analysis of the Licensed Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Licensor’s detriment or commercial disadvantage;

 

i. use the Licensed Software, alone or in part, in connection with any hazardous environments, systems, or applications; any safety response systems; any safety-critical applications; or any applications where the failure of the Licensed Software may reasonably and foreseeably lead to personal injury, severe physical damage, or severe property damage; or

  

  4  

 

j. use the Licensed Software, Documentation, or any Open-Source Components for any purpose not expressly permitted under Permitted Use or in any manner not expressly permitted by this Agreement or the controlling Open-Source License.

 

4. TERM. The term of this Agreement commences as of the Effective Date and will continue in effect indefinitely until termination, pursuant to the Termination section under this Agreement.

 

5. DELIVERY. Licensor will deliver one copy of the Licensed Software electronically to Licensee on January 01, 2017.

 

6. INSTALLATION. Licensor will install the Licensed Software on Licensee’s computers, electronic devices, or systems in a commercially reasonable manner at Licensor’s discretion.

 

7. FEES AND TAXES. In consideration of the rights granted to Licensee under this Agreement, Licensee agrees to pay to Licensor the following fees in accordance to the payment terms set forth in this Agreement:

 

a. Social Life Network, Inc. will receive $125,000 USD annually for the first two years of this agreement, and thereafter will receive 20% of the net profits from all monthly subscriptions and online ad sales from licensee, paid annually, on the 31st day of January for the preceding year. Early payment or installment payments on a monthly or quarterly basis are allowed.

 

b. Taxes. All fees are exclusive of taxes, duties, and other similar assessments. Licensee is responsible for all sales, service, use, exercise, and all other similar taxes, duties, and charges of any kind imposed by any governmental, federal, state, local, or regulatory authority on any amounts payable by Licensee hereunder. Notwithstanding the forgoing, Licensor is solely responsible for its own income tax.

 

8. PAYMENT

 

a. Payment Terms. Installments -or- Annual Lump Sum. Licensee will make all payments in U.S. currency by check to the Notice address or by wire transfer to any account as Licensor may specify in writing from time to time.

 

b. Late Payment. If any payment to Licensor is delinquent, then in addition to all other remedies available to Licensor,

 

i. Licensor may charge interest on the past due amount at a rate no higher than the highest rate permitted under applicable Law;

  

  5  

 

ii. Licensee must reimburse Licensor for all reasonable costs incurred to collect any and all late payment and associated interest amounts, including, but not limited to, any attorneys’ fee, court costs, and collection agency fees; and

 

iii. if payment delinquency continues for five business days following written notice or demand for payment, Licensor may exercise any or all of the following remedies: (1) technologically disable Licensee’s use of the Licensed Software; (2) withhold, suspend, or revoke this license grant; and (3) terminate this Agreement pursuant to the Termination section.

 

9. TESTING AND ACCEPTANCE

 

a. Acceptance Parameters and Testing. Acceptance testing will be conducted by Licensor to establish whether the Licensed Software operates properly and in accordance with Documentation. Licensee will supply to Licensor suitable test data and the associated results Licensee reasonably expects to be achieved by using the Licensed Software. Licensor will carry out testing, in the presence of Licensee or its authorized representative, upon a mutually acceptable date and time after delivery and installation of Licensed Software.

 

b. Testing Failure. If the initial acceptance testing does not yield expected results, Licensor will, at its own cost, correct the errors and repeat the acceptance testing again under the same testing conditions as the initial test in the presence of Licensee or its authorized representatives. If the subsequent acceptance testing also fails to yield expected results and such failure is reasonably determined to be caused solely by the Licensed Software, Licensee may terminate this Agreement upon written notice to Licensor. On termination, Licensor will refund any and all license fees already paid by Licensee to Licensor under this Agreement. This is Licensee’s sole and exclusive remedy for any unresolved acceptance testing failures.

 

c. Acceptance. Notwithstanding any acceptance testing rights, requirements, and obligations herein, Licensee is deemed to have accepted the Licensed Software if

 

i. the acceptance testing conducted by Licensor and witnessed by Licensee or its authorized representative is successful;

 

ii. Licensee fails to provide the acceptance test parameters or voluntarily forgoes the acceptance testing process; or

 

iii. Licensee commences intended use of Licensed Software irrespective of acceptance testing parameters, process, or result.

  

  6  

 

10. MAINTENANCE RELEASE. During the Term, Licensor may, at Licensor’s sole option and discretion, provide Licensee with Maintenance Releases and updated Documentation. All Maintenance Releases are considered part of the Licensed Software and are subject to all applicable terms and conditions in this Agreement. Licensee agrees to install all Maintenance Releases as soon as practicable after receipt. Licensor agrees to provide any Maintenance Releases free of charge.

 

11. NEW VERSION. Licensee does not have any right or option to receive any New Versions of the Licensed Software that Licensor, in its sole discretion, may release neither during nor after the Term. Licensee may seek to negotiate a new, separate, or amended license grant for any New Version at Licensor’s then-current price for the New Version, provided Licensee is in compliance with the terms and conditions of this Agreement.

 

12. TITLE, INTELLECTUAL PROPERTY RIGHTS, AND INFRINGEMENT

 

a. Ownership. Licensee acknowledges and agrees that

 

i. Licensor is and will remain the sole and exclusive owner of all rights, title, and interest in and to the Licensed Software, Documentation, Maintenance Release, New Version, and all Intellectual Property Rights associated herein, subject only to the rights of any disclosed third parties, within any Open-Source Components, and the limited license granted to Licensee under this Agreement;

 

ii. the Licensed Software, Documentation, and Intellectual Property Rights are licensed, not sold, to Licensee. Licensee does not, has not, and will not acquire any ownership interest in the Licensed Software, Documentation, or any related Intellectual Property Rights through this Agreement;

 

iii. nothing in this Agreement grants any implied rights to Licensee, including by implication, waiver, or estoppel, in any Intellectual Property Rights or other rights, title, or interest in any portion of the Licensed Software and Documentation; and

 

iv. Licensee unconditionally and irrevocably assigns to Licensor its entire right, title, and interest in any Intellectual Property Rights that Licensee may have currently or in the future relating to the Licensed Software or Documentation, including any derivative works or patent improvement rights, however held or acquired.

 

b. Licensee Cooperation and Notice of Infringement. Licensee will, during the Term,

  

  7  

 

i. secure and protect the Licensed Software and Documentation from infringement, misappropriation, misuse, theft, or other unauthorized access through all commercially reasonable measures and precautions similar to those Licensee would employ to secure and protect its own intellectual property;

 

ii. take all reasonable steps as Licensor may require and request to maintain the validity, enforceability, and ownership of all Licensor’s Intellectual Property Rights herein;

 

iii. promptly notify Licensor in writing if Licensee becomes aware of any actual or suspected infringement, misappropriation, misuse, theft, unauthorized access, or other violations of Licensor’s Intellectual Property Rights in or relating to the Licensed Software or Documentation;

 

iv. promptly notify Licensor in writing of any claim that the Licensed Software or Documentation, in whole or in part, infringes, misappropriates, or otherwise violates any rights, including Intellectual Property Rights, of other persons or entities; and

 

v. fully cooperate with and assist Licensor in all commercially reasonable ways, including but not limited to providing records, information, depositions, and testimonies, and at Licensor’s sole expense, in any claim, suit, action, or proceeding to prosecute or defend Licensor’s rights in the Licensed Software, Documentation, and any Intellectual Property Rights herein.

 

13. SECURITY MEASURE DISCLOSURE. The Licensed Software may contain security features that prevent unauthorized or illegal use of the Licensed Software. Licensee acknowledges and agrees that Licensor may use these features and other lawful measures to verify Licensee’s compliance and to enforce Licensor’s rights under this Agreement. Licensee further acknowledges and agrees that Licensor may, from time to time at Licensor’s sole discretion, gather Licensee’s technical, usage, and other related information without disruption to Licensee’s use and for the sole purpose of improving the Licensed Software’s performance, developing Maintenance Releases, and developing New Versions.

 

14. VERIFICATION AND AUDIT

 

a. Verification. At Licensor’s written request, Licensee will confirm in writing the actual scope of Licensee’s access and use of Licensed Software and list all locations of actual use if applicable.

  

  8  

 

b. Audit Procedure. Licensor or its representative may inspect and audit Licensee’s use of the Licensed Software under this Agreement at any time during the Term upon reasonable notice and request. All such audits will be conducted during regular business hours. Licensor will cooperate with Licensee to ensure such audits do not unreasonably interfere with Licensee’s business operations. Licensee agrees to make available all technology, records, equipment, information, and personnel, and to provide all cooperation and assistance as necessary for Licensor to reasonably conduct the audit. Licensor agrees to only examine information directly related to Licensee’s Licensed Software use. Licensor will keep confidential any information Licensee deems confidential that may be directly or incidentally disclosed during such audits.

 

c. Excessive Use Result. If the verification or audit determines that Licensee’s Licensed Software use exceeds the usage or scope permitted by this Agreement, Licensee agrees to pay Licensor all amounts due for excessive use of the Licensed Software as negotiated at such time.

 

15. CONFIDENTIALITY

 

a. Confidential Information. In connection with this Agreement, each Party may disclose or make available to the other Party Confidential Information which includes, but is not limited to, the Licensed Software, Documentation, and any terms of this Agreement.

 

b. Exclusions and Exceptions. Confidential Information excludes information that

 

i. was rightfully and lawfully known to the recipient without any restrictions on use or disclosure prior to disclosure by disclosing Party in connection with this Agreement;

 

ii. was or becomes part of the public domain by means other than by the recipient or any of the recipient’s representatives’ violations of this Agreement;

 

iii. was or is received by the recipient on a non-confidential basis from a third party that was not, or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or

 

iv. was or is independently developed by the recipient without reference to or use of any Confidential Information.

 

c. Protection of Confidential Information. As a condition of receiving any Confidential Information, the recipient will, for Throughout the active licensing agreement, plus one year after.,

  

  9  

 

i. only access or use Confidential Information if absolutely necessary to exercise the recipient’s rights or perform the recipient’s obligations under this Agreement;

 

ii. except when compelled by Law, not disclose or permit access to Confidential Information other than to the recipient’s representatives on a need-to-know basis for the recipient to exercise its rights or perform its obligations under this Agreement, under strict information and understanding of the confidential nature of Confidential Information and the recipient’s obligations to protect Confidential Information, and with acknowledgment from such representatives that they too are bound by the confidentiality and restricted use obligations set forth herein;

 

iii. use, at minimum, the same degree of care that recipient uses to protect its own similarly sensitive information, and no less than a generally commercially reasonable degree of care, to secure and protect Confidential Information from unauthorized use, access, or disclosure;

 

iv. promptly notify the disclosing Party in writing of any actual or suspected unauthorized use or disclosure of Confidential Information and cooperate with disclosing Party by taking all reasonable steps to prevent further unauthorized use or disclosure; and

 

v. ensure recipient’s representatives comply with the terms of this section and are responsible and liable for their noncompliance, if any.

 

d. Trade Secrets Confidentiality Duration. Notwithstanding any other provisions in this Agreement, the recipient is obligated to protect any Confidential Information that constitutes as trade secrets under any applicable Law until such Confidential Information ceases to qualify for trade secret protection by operation of Law.

 

e. Compelled Disclosure. To the extent permitted by Law, if the recipient or its representatives are compelled by Law to disclose any Confidential Information, the recipient must promptly, and prior to such disclosure, notify the disclosing Party in writing of such requirement to allow the disclosing Party the opportunity to seek a protective order or other legal remedy. The recipient must also provide reasonable assistance to the disclosing Party to oppose such disclosure, to seek a protective order, or to seek other disclosure limitations or remedies. If disclosure is unavoidable, the recipient may disclose only such Confidential Information that recipient is legally required to disclose. Upon disclosing Party’s request, the recipient must use commercially reasonable efforts to obtain assurances of confidential treatment of all compelled Confidential Information from the applicable court or legal authority.

  

  10  

 

16. TERMINATION. This Agreement may be terminated at any time

 

a. by Licensor if Licensee fails to make payment where such failures continue more than five business days after the due date, effective on written notice of termination to Licensee;

 

b. by either Party for the other Party’s material breach of this Agreement that is incurable or uncured by breaching party for 30 days after being served with notice of breach and demand for cure, effective on written termination notice to the breaching Party;

 

c. by Licensor, effective immediately irrespective of written notice, if Licensee

 

i. is dissolved or liquidated or takes any corporate action for such purposes;

 

ii. becomes insolvent or is generally unable to pay its debts as they become due;

 

iii. becomes the subject of any bankruptcy proceedings, voluntary or involuntary, under any domestic or foreign bankruptcy or insolvency Law;

 

iv. makes or seeks to make a general assignment for the benefit of its creditors; or

 

v. applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property; and

 

d. by both Parties upon mutual written agreement.

 

17. TERMINATION OR EXPIRATION EFFECTS. Upon early termination or the natural expiration of this Agreement,

 

a. all licenses, rights, and authorizations granted to Licensee herein will immediately terminate and Licensee will

 

i. promptly cease all use of the Licensed Software and Documentation;

 

ii. within five business days deliver to Licensor, or at Licensor’s written request, destroy and permanently erase from all Licensee’s and their representatives’ devices, equipment, and systems, the Licensed Software, Documentation, and all Licensor’s Confidential Information; and

 

iii. certify in writing that Licensee, and any of Licensee’s representatives, has complied with the termination requirements herein; and

   

  11  

 

b. all amounts payable of any kind under this Agreement are immediately due and payable effective on the expiration date or early termination date.

 

18. MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party represents, warrants, and covenants to the other Party that

 

a. it is duly established, validly existing, and in good standing to conduct business as a sole proprietorship, partnership, company, corporation, trust, organization, or any other valid entity under the Laws of its jurisdiction;

 

b. it has the full right, power, and authority to enter into this Agreement;

 

c. it is capable of performing its obligations and granting any licenses, rights, and authorizations specified under this Agreement;

 

d. the executing representative for each Party is duly authorized to represent each Party in this Agreement by all necessary business formalities and organizational actions; and

 

e. this Agreement is legal, valid, binding on, and enforceable against each Party when fully and mutually executed and delivered.

 

19. LIMITED WARRANTY

 

a. Warranty. Licensor warrants to Licensee, for 180 calendar days from the Effective Date or for the Term, whichever is less, that

 

i. the Licensed Software substantially conforms in all material respect to the Documentation specifications when it is installed, operated, and used as recommended in the Documentation and in accordance with this Agreement;

 

ii. all Maintenance Releases, when correctly and promptly installed in compliance with the Documentation and this Agreement, will not materially affect the Licensed Software’s functionality; and

 

iii. any storage media on which the Licensed Software may be provided will be free of substantial defect under normal use.

 

b. Conditions. Licensor’s aforementioned limited warranties are valid and apply only if Licensee complies with the following conditions:

  

  12  

 

i. Licensee notifies Licensor in writing of any warranty breach during the limited warranty period.

 

ii. Licensee promptly installs all Maintenance Releases that Licensor previously made available to Licensee in order of distribution.

 

iii. Licensee is in compliance with and current on all terms and conditions of this Agreement, including the payment terms, as of the warranty breach notification date.

 

c. Exceptions. Notwithstanding any provisions to the contrary, Licensor’s aforementioned limited warranties are not valid and do not apply to problems arising out of or relating to

 

i. any modification or damage to the Licensed Software or its storage media caused by the Licensee or its representatives;

 

ii. any Licensed Software operation or use not expressly specified and permitted in the Documentation or this Agreement, including incorporating the Licensed Software in or with any non-Licensor approved technology or service unless otherwise expressly permitted by Licensor in writing;

 

iii. Licensee’s, its representatives’, or any third party’s negligence, abuse, misapplication, or misuse of the Licensed Software, including any use not expressly specified and permitted in the Documentation or otherwise expressly authorized by Licensor in writing;

 

iv. Licensee’s failure to promptly install the Maintenance Releases previously provided by Licensor in the order it was received;

 

v. Licensee’s or a third party’s system or network;

 

vi. any Open-Source Components, beta software, incomplete sample, demonstration or testing software, temporary software modules, or any software for which Licensor does not receive a license fee;

 

vii. Licensee’s breach of any material provision of this Agreement; or

 

viii. any other causes or conditions outside Licensor’s reasonable control.

 

d. Remedy. If Licensor breaches, or is alleged to have breached, any limited warranties herein, Licensor may, at its sole option and expense, take any of the following steps to appropriately remedy such breach:

  

  13  

 

i. Repair the Licensed Software.

 

ii. Amend, supplement, or replace any incomplete or inaccurate Documentation.

 

iii. Replace the Licensed Software or Maintenance Releases with functionally equivalent software that, upon its replacement, constitutes the Licensed Software hereunder.

 

iv. Replace any defective storage media on which Licensor provided the Licensed Software.

 

v. Terminate this Agreement and, provided that Licensee fully complies with its post-termination obligations, promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date.

 

e. Sole Remedy. Should Licensor fail to cure a warranty breach or terminate this Agreement within a reasonable time period after Licensor’s receipt of Licensee’s timely written notice of such breach, Licensee can terminate this Agreement as provided herein. Provided Licensee fully complies with its post-termination obligations, Licensor must promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date. THIS IS LICENSEE’S SOLE REMEDY AND LICENSOR’S ENTIRE OBLIGATION AND LIABILITY FOR ANY LIMITED WARRANTY BREACH UNDER THIS AGREEMENT.

 

f. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND FOR THE EXPRESS LIMITED WARRANTIES HEREIN, ALL LICENSED SOFTWARE, DOCUMENTATION, MAINTENANCE RELEASE, PRODUCTS, INFORMATION, MATERIAL, AND SERVICES PROVIDED BY LICENSOR ARE PROVIDED “AS IS, WHERE IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS TO THIRD PARTIES, PATENT VALIDITY, OPERATION WITHOUT INTERRUPTION, ACHIEVEMENT OF LICENSEE’S REQUIREMENTS OR INTENDED RESULTS, OR COMPATIBILITY WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, OR MATERIALS EXCEPT AS EXPRESSLY SET FORTH IN THE DOCUMENTATION. FURTHERMORE, AND WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSED SOFTWARE OR DOCUMENTATION IS OR WILL BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE OR ERROR. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ANY OPEN-SOURCE COMPONENTS OR THIRD-PARTY REPRESENTATION OR WARRANTY IS STRICTLY LIMITED TO LICENSEE AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN-SOURCE COMPONENTS AND THIRD-PARTY MATERIALS AND UNRELATED TO LICENSOR.

  

  14  

 

20. INDEMNIFICATION

 

a. Licensor Indemnification. Licensor will indemnify, defend, and hold harmless Licensee, its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensee arising from any third-party action, suit, or claim that alleges the Licensed Software, or any use of the Licensed Software in accordance with this Agreement, infringes any Intellectual Property Rights.

 

b. Licensor Indemnification Exceptions. The foregoing Licensor indemnification does not apply to the extent that such actions or losses arise from any allegation of or relating to any

 

i. patent, copyright, or trademarks issued on a patent, copyright, or trademark application published or granted after the Effective Date;

 

ii. unauthorized, unlicensed, and unpermitted modification of the Licensed Software without Licensor’s express knowledge, written consent, and in direct contradiction to Licensor’s Documentation specifications;

 

iii. unauthorized, unlicensed, and unpermitted use of the Licensed Software outside the purpose, scope, or manner authorized by this Agreement or in any manner contrary to Licensor’s instructions;

 

iv. Open-Source Components, other third-party materials, or any material outside of Licensor’s exclusive control;

 

v. failure to promptly install and implement any Maintenance Release or Licensed Software replacement in order received and made available to Licensee by Licensor;

 

vi. Licensed Software use after Licensee’s receipt of Licensor’s written notice that such continued use may be alleged to or actually infringe upon, misappropriate, or otherwise violate a third party’s rights;

  

  15  

 

vii. Open-Source Components or other third-party materials;

 

viii. negligence, abuse, misapplication, or misuse of the Licensed Software by or on behalf of Licensee, its representatives, or a third party;

 

ix. causes or conditions outside Licensor’s commercially reasonable control, including, but not limited to, any third-party equipment error or Licensee’s own system bugs, defects, or malfunctions; or

 

x. actions or losses for which Licensee is obligated to indemnify Licensor pursuant to this Agreement.

 

c. Licensee Indemnification. Licensee will indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensor due to any third-party actions, claims, or suits should such losses relate to any allegation

 

i. that any rights, including Intellectual Property Rights, is or will be infringed, misappropriated, or otherwise violated by Licensee’s unauthorized Licensed Software use in a manner inconsistent with the license grant in this Agreement and Documentation;

 

ii. of or relating to matters that would be deemed a Licensee breach of representation, obligation, covenant, or warranty under this Agreement if proven true;

 

iii. of or relating to negligence, abuse, misapplication, misuse, or other culpable acts or omissions by or on behalf of Licensee or its representatives with respect to the Licensed Software or otherwise in connection with this Agreement; or

 

iv. of or relating to the unauthorized, unlicensed, and unpermitted use of the Licensed Software or Documentation outside the purpose, scope, or manner authorized by this Agreement or in any manner contrary to Licensor’s instructions.

 

d. Mitigation. Should Licensor believe the Licensed Software, in whole or in part, may be claimed by any third party to be in violation of another’s Intellectual Property Right, or if Licensee’s use of the Licensed Software is enjoined or threatened to be enjoined, Licensor may mitigate the situation at its own option and expense by

  

  16  

 

i. obtaining the right from the appropriate third party for Licensee to continue to use the Licensed Software materially as intended in and for the Term duration of this Agreement;

 

ii. modifying or replacing the Licensed Software to the extent that it becomes non-infringing while still providing the materially equivalent features and functionalities of the original software, and such modification or replacement will constitute the Licensed Software thereunder; or

 

iii. terminating this Agreement, in whole or in part, effective immediately upon written notice to Licensee and, provided that Licensee fully complies with its post-termination obligations, promptly prorate and refund Licensee any prepaid amount by Licensee for any period after the termination date.

 

e. Sole Remedy. THIS SECTION CONSTITUTES LICENSEE’S SOLE REMEDIES AND LICENSOR’S SOLE OBLIGATIONS AND LIABILITIES FOR ANY CLAIMS OR ALLEGATIONS, WHETHER ACTUAL OR THREATENED, THAT THIS AGREEMENT, SOFTWARE, DOCUMENTATION, OR ANY SUBJECT MATTER HEREOF, INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

 

21. LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCE, INCLUDING WHERE PARTIES WERE ADVISED THAT LOSSES OR DAMAGES WERE POSSIBLE OR FORESEEABLE, WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY: COST INCREASE; BUSINESS, PRODUCTION, REVENUES, OR PROFITS LOST; VALUE DIMINUTION; REPUTATIONAL LOSS; DAMAGED GOOD WILL; USE, INABILITY TO USE, DELAY, INTERRUPTION, LOSS, OR RECOVERY OF ANY LICENSED SOFTWARE, OPEN-SOURCE COMPONENTS, OR ANY THIRD-PARTY MATERIALS; DATA OR SYSTEM SECURITY BREACH, CORRUPTION, DAMAGE OR RECOVERY; REPLACEMENT COST OF GOODS, SOFTWARE, OR SERVICES; OR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, NEGLIGENCE, AND STRICT LIABILITY.

 

22. EXPORT REGULATION. Licensee acknowledges that the Licensed Software may be subject to applicable United States export Laws, including the United States Export Administration Act and its associated regulations. Licensee agrees to comply with provisions of such export Laws. Compliance may include, but is not limited to, obtaining any and all necessary export license or other governmental approval. Licensee shall not itself or permit any third party to directly or indirectly export, re-export, or release the Licensed Software, or use the Licensed Software, in any country prohibited or restricted under United States export Laws.

  

  17  

 

23. FORCE MAJEURE. Neither Party will be liable to the other by reason of failure or delay in the performance of this Agreement if the failure arises out of any circumstance beyond such Party’s reasonable control, including acts of God, flood, fire, natural disaster, war, terrorism, invasion, riot, civil unrest, embargos, national or regional emergency, strikes, labor disruptions, Law changes, or power or telecommunication interruptions or shortages. The Party failing or delaying in performance of this Agreement due to circumstances beyond their control must give prompt written notice to the other Party stating the estimated length of time the occurrence is expected to continue. Either Party may terminate this Agreement if such uncontrollable circumstance continues for longer than 30 days.

 

24. GENERAL PROVISIONS

 

a. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, or any other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have the authority to bind the other in any manner.

 

b. Notices. Notices will be deemed effectively given when received if delivered by hand; when received if sent by a nationally recognized courier with required signature upon receipt; when sent if delivered by email with transmission confirmation and sent during receiving party’s normal business hours; and on the next business day if delivered by email with transmission confirmation and sent after normal business hours.

Any notice, request, consent, claim demand, waiver, or other communication under this Agreement must be in writing and addressed to Parties as follows:

 

i. Licensor
Address: 8100 East Union Ave. STE 1809, Denver, Colorado 80237
Email: Ken@SocialNetwor.ai

 

ii. Licensee
Address: 3465 South Gaylord Ct. STE. A401, Englewood, Colorado 80113
Email: Britt@LikeRE.com

 

c. Publicity. Each Party agree to seek express permission and written consent before using the other Party’s trademarks, service marks, trade names, logo, domain names, or other indicia of source, association, or sponsorship for any purpose but specifically relating to publicity, marketing, or commercial materials.

  

  18  

 

d. Governing Law. This Agreement is governed by and construed in accordance with the Laws of the State of Colorado without giving effect to any choice or conflict of law provisions or rules that would permit the application of the laws of any other jurisdiction.

 

e. Arbitration. Unless all Parties agree otherwise, Licensor and Licensee agree that any dispute, claim, or controversy arising out of or relating to this Agreement will be resolved through mandatory binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and the judgment of its arbitrator(s) may be entered by any court of competent jurisdiction. Licensor and Licensee further agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY DISPUTE, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED. This provision will survive the termination of this Agreement.

 

f. Headings. The section and subsection headings or captions in this Agreement are for reference only and do not affect the meaning or interpretation of this Agreement.

 

g. Further Assurances. The Parties will cooperate with each other, execute and deliver such documents or instruments, and take all further actions as may be reasonably requested by the Parties from time to time in order to carry out, evidence, or confirm their rights or obligations or as may be reasonably necessary or helpful to give full effect to this Agreement.

 

h. Amendment and Modifications. This Agreement may be supplemented, amended, or modified only by mutual and written agreement of all Parties. No amendment, modification, rescission, or termination is effective unless it is in writing and executed by all Parties or their authorized representatives.

 

i. Waiver. No Party to this Agreement is deemed to have waived any of their rights, powers, remedies, or privileges under this Agreement unless such waiver is expressly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, the failure to exercise or enforce any rights, powers, remedies, or privileges under this Agreement will in no way be construed as a present or future waiver of such rights, powers, remedies, or privileges.

  

  19  

 

j. Assignment. Except as otherwise expressly permitted in this Agreement, Licensee may not, directly or indirectly, sell, assign, sublicense, lease, rent, distribute, or otherwise transfer the Licensed Software or any license rights and obligations under this Agreement, to any other person or entity without express written consent by Licensor.

 

k. No Third-Party Beneficiaries. This Agreement is made and entered into for the sole benefit of the Parties. Nothing in this Agreement, express or implied, is intended to or shall confer on or create to any other person or entity any legal or equitable right, benefit, or remedy of any kind whatsoever.

 

l. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by electronic transmission, including email or facsimile, is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

m. Severability. If any provision of this Agreement or the application thereof is held to be invalid or unenforceable for any reason and to any extent, then that provision will be considered removed from this Agreement. However, the remaining provisions will continue to be valid and enforceable according to the intentions of all Parties and to the maximum extent permitted by Law. If it is held that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

n. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole, entire, and final agreement of the Parties with respect to the subject of this Software License Agreement. This Agreement supersedes all prior and contemporaneous understandings, representations, agreements, and warranties, whether written, oral, or implied. Should any inconsistency occur between statements made in the body of this Agreement, any related exhibits, schedules, attachments, and appendices, and any other documents incorporated herein by reference, the following order of precedence governs: (i) this Agreement, excluding any exhibits, schedules, attachments, appendices, or any other documents incorporated herein by reference; (ii) this Agreement’s exhibits, schedules, attachments, and appendices, if any; and (iii) any other documents incorporated in this Agreement by reference.

  

  20  

 

IN WITNESS WHEREOF, the Parties execute this Agreement as of the date affixed to each signature.

  

Licensor: Social Life Network, Inc.  
   
Signed:  /s/ Ken Tapp Date: January 1, 2017  
   
Name: Ken Shawn Tapp  
Title: CEO  
   
Licensee: Sports Social Network, Inc.  
   
Signed: /s/ Lynn Murphy Date: January 1, 2017  
   
Name:

Lynn Murphy

 
Title: CEO  

  

  21  

 

Instructions for Your Software License Agreement

 

For a business, its software is intellectual property and a valued business asset. It deserves certain protections and defined terms and conditions when the software is being used by a customer. LegalNature’s software license agreement helps articulate how the Licensor and Licensee want the software to be used and help the parties establish a sound business relationship based on the benefits that the software offers.

 

Important : This software license agreement is appropriate for situations where the software owner (the Licensor) permits or licenses the software “as is” to the user (the Licensee) for their use. It does not provide any additional development, customization, or servicing by the Licensor. This is not a software development contract to customize the software to the Licensee’s unique specifications. This agreement is also not a “Software as a Service” (SaaS) agreement where the software is generally hosted by the Licensor and made available to the Licensee for access on a pay-per-use or subscription basis.

 

Definitions

 

The Definitions section contains a list of words or concepts that have very specific meaning within this agreement alone. For example, the word “Documentation” in the context of this agreement does not mean any information or records, but manuals and documents specifically relating to the software’s functionality, components, features, or requirements. When reading through the agreement, remember to consult this section for any defined terms to understand their specific significance and effect within this software license agreement.

 

License Details and Grant

 

This section contains the main details about the scope of the license granted using the answers and license parameters you supplied regarding the license’s nature and access and use parameters.

 

Exclusive or Non-Exclusive License

 

An exclusive license gives the Licensee exclusive right to use the software. No one else will have the right to use the software during the time frame that the Licensee has the right to the software as its sole user. This type of license generally garners a higher fee from the Licensor since the Licensor cannot generate additional profits by licensing the same software to other customers. A non-exclusive license can be used by many unrelated users so long as the Licensor grants permission for their use.

  

  22  

 

Sublicense

 

Sublicensing concerns how the Licensee can use the software in relation to third parties not included in this contract. Software sublicensing is the concept that a third party may use a part or all of the software through their relationship with the Licensee alone. For example, if sublicensing is allowed, the Licensee may allow a non-related third party to use the Licensor’s software and even receive payment for the third party’s use of the Licensor’s software. If sublicensing is acceptable to the Licensor and Licensee, you should select “Yes” when asked if this license is sublicensable.

 

Licensors generally want control over the distribution of their software and may prefer to grant licenses that do not allow sublicensing. Select “No” to the question regarding sublicensing if this is the case for this agreement. In making this license non-sublicensable, any third party that wants to use the software will need to obtain a license directly from the Licensor, instead of going around the Licensor.

 

License Assignment or Unilateral Transfer of Rights

 

An assignment is different from sublicensing in that it transfers all the Licensee’s rights and responsibilities contained in this agreement onto a third party. This is a major change to any agreement and essentially changes who the Licensor is contracting with. Customarily, such a change to the parties in a contract would require the consent of all parties. However, if the Licensor is comfortable with contracting with any third party as long as they accept all the terms in this agreement just as the Licensee did, select “Yes” when asked if this license grant can be transferred unilaterally by the Licensee. If the Licensor wants full control and the opportunity to vet who uses their software, select “No” when asked whether the Licensee can unilaterally transfer their rights and obligations.

 

Access and Use

 

Software access and use is particularly important in a software license agreement because, unlike a traditional business asset like a physical computer or machine, software can be extremely easy to copy, duplicate, or transfer. To control the value of the asset, Licensors can place contractual limitations on the license granted to the Licensee. For example, this software could be limited for use 1) on only 10 of Licensee’s computers, or 2) for 30 Licensee employees, or 3) on an unlimited number of computers and users but only at Licensee’s offices in the state of Nevada, or 4) on two of Licensee’s computers and keep one copy as backup for disaster recovery only. LegalNature allows you to customize the software’s access and use criteria and create your unique license grant. If the license grant does not have any restrictions on the number of copies or locations of access, select “Yes” when asked if the Licensee may use unlimited copies of the software from any location.

  

  23  

 

Open-Source Licenses

 

Some software contains open-source code or technology that is widely available for a variety of uses. However, such use of open-source code or technology actually comes with its only open-source or public license. The Licensor should be aware that, if any part of their software contains open-source components, the open-source or public license information often requires the components to be readily identifiable and documented.

 

License Restrictions

 

Beyond the number of copies or location access for the software, there are some general prohibitions that the Licensee must comply with. This section articulates these prohibitions. The prohibitions generally protect the intellectual property of the Licensor and include common sense restrictions. For instance, the Licensee may not copy the software, lend out the software without the Licensor’s permission, reverse engineer the software, bypass the software’s security measures, misappropriate the Licensor’s intellectual property in any part of the software, use the license in applications that could result in injury or death, or use the software outside of the limitations of the license grant in general.

 

Term

 

The term establishes how long the Licensee can use the software under the parameters set by this agreement. If the parties want to continue this software license agreement indefinitely until one party decides the relationship is no longer suitable, select “Perpetual” under “License Term Duration.” If the parties know in advance exactly when the Licensee will stop using the software under the terms of this agreement, select “Ends on a specific date” to input that date. If the parties want to establish the duration of the contract in terms of a period basis such as “five years” or “18 months,” select “Ends after a specific period” and write in the duration.

 

Delivery

 

Software may be delivered to the Licensee in a variety of ways. The traditional method is a physical delivery on a tangible storage media such as CD, DVD, USB, external hard drive, and the like. This may add physical delivery time through the post or require coordination between the Licensor and Licensee to meet and receive the physical storage media. It has also become commonplace to deliver software electronically via email, through private networks, downloaded from hosted websites, and more. This method could make the delivery time more instantaneous but may require a certain degree of technological sophistication from both the Licensor and Licensee. The Licensor and Licensee should consider and select the delivery method, timeframe, and location that suits both parties’ needs.

 

Installation

 

Some Licensors offer installation services as an added bonus for the Licensee’s convenience and to ensure their software is installed properly. Other Licensors prefer to leave the installation to the Licensee and avoid any liability that may arise from using the Licensee’s computers or network systems. The details regarding installation service, if any, should be decided in this agreement so both parties have the same expectations about who will set up the software.

  

  24  

 

Fees and Taxes

 

The license fee is basically the cost of licensing the software. It can be measured by different metrics. Some companies prefer a lump sum total for unlimited use restrictions; others prefer to pay for their exact use, such as having a fix fee per user, per computer used, per installation, or per location used. LegalNature allows you to choose from all these options to decide the appropriate pricing basis for your agreement.

 

While the license fee is the most common type of fee in a software license agreement, your agreement may include other fee types and structures such as an installation fee and training fee for the Licensor to teach the Licensee and their employees or representatives how to make the most out of the software. Taxes are not included in this contract, so the Licensee should be aware that it is responsible for any taxes that may be assessed in this agreement.

 

Payment

 

In addition to the manner in which the software is used and the fee structure considerations, payment for the fee is often dependent on the business relationship between the Licensor and Licensee. When deciding on what kind of payment structure to use, the Licensor may wish to take into consideration the duration of the agreement, the creditworthiness of the Licensee, and how the Licensee will use the software and then evaluate what is commercially reasonable based on all these factors.

 

This agreement also includes a standard late payment term that provides some remedy options for the Licensor if the Licensee is late on payment. These remedies include the ability to charge interest or obtain reimbursement for the Licensor’s costs, such as the cost of using a collection agency, disabling the software technically, or suspending or terminating this software license agreement altogether.

 

Acceptance

 

This section affords the Licensee the ability to reject the software or make sure the software works properly before the Licensor is deemed to have completed their obligation of delivering on the software. It sets out a process by which the Licensee determines the criteria of what it means for the software to be working properly. For example, a test for spreadsheet-like software function could be to calculate the appropriate numbers in a formula with expected results. The Licensor will carry out the test with the Licensee or its representative present and both parties can witness the software being tested.

  

  25  

 

Ideally, the software test will succeed and the Licensee will accept that the software is working properly. However, if the software should fail and generate unacceptable or unexpected results, the Licensor has the opportunity to correct the software error. Additionally, if the Licensor is unable to address the software error, the Licensee has the opportunity to reject the software and terminate the agreement.

 

Acceptance testing may be appropriate if the Licensor and Licensee both want a process that assures the software functions as described. It is a quality test for the Licensee and documentation of properly functioning software for the Licensor. This is an optional process available in this form to help both the Licensor and Licensee establish a fair way to test the software.

 

Maintenance and New Version

 

From time to time, the Licensor may release updates on the software that does not substantially change the software’s functions but enhances the software in minute but helpful ways. This is a maintenance release and is offered at no cost to the Licensee. It is vastly different from a new version of the software that contains many more changes and upgrades.

 

This software license agreement grants the Licensee the right to receive any maintenance releases that may be released at the Licensor’s sole discretion during the term of this agreement. However, the Licensee does not have any rights to new versions of the software. If the Licensee wishes to use a new version of the software, the Licensee must enter into a separate negotiation and software license agreement with the Licensor.

 

Title, Intellectual Property Rights, and Infringement

 

This section affirms that the Licensor is the proper owner of the software and no part of the software is sold to the Licensee. This is purely a license, or a permission, to use the software. The Licensee also agrees to cooperate with the Licensor to protect the intellectual property that is this software during the duration of this agreement. This includes safeguarding the software, informing the Licensor of suspected or known intellectual property infringement, and assisting the Licensor in any claims or actions where the Licensor tries to prosecute third parties for infringing on the Licensor’s rights over this software.

 

Security Measures and Usage Tracking Disclosure

 

If this software contains any mechanisms that detect unauthorized use that includes a certain degree of the Licensor’s control or monitoring of the Licensee’s use, select “Yes” to the question on whether the Licensor can control or monitor the Licensee’s access. This disclosure is included to ensure transparency to the Licensee that their information may be collected or viewed incidental to their ordinary software use.

 

  26  

 

Verification (On-Site Compliance Monitoring)

 

The Licensor may, from time to time, request verification from the Licensee that the software is being used according to this software license agreement. If the Licensee agrees, this agreement can also include a right for the Licensor to conduct a non-intrusive on-site audit. If the verification or audit indicates that the Licensee is using the software beyond the scope agreed upon in this agreement, additional fees would be negotiated at that time.

 

Confidentiality

 

As with any business relationship, confidential information and trade secrets may be disclosed and exchanged. Both parties must determine and agree on how long to keep such confidential information private and only to disclose such information when compelled to do so by law. The duration of confidentiality may be the same as the duration of the license or much longer.

 

Termination and Effects

 

This section outlines all the ways in which this agreement could be terminated and which party can seek to terminate this agreement under the described circumstances. Upon termination of this agreement, it is important that the Licensee immediately stops using the software, returns or destroys the software and any confidential information, and pays all amounts due under this agreement.

 

Mutual Representations and Warranties

 

In order to enter into a commercially reasonable agreement, the Licensor and Licensee affirm and assure each other in this section that they are legally constituted entities that can do business, either under their own personal name or as an LLC or corporation, and have the full right, power, and capacity to enter into such a contract.

 

Licensor’s Limited Warranty

 

This agreement provides a limited warranty of the software for six months or for the duration of the agreement, whichever is less. The warranty assures the Licensee that the software and any maintenance release operate as described when properly installed, and if the software is provided on a separate media, that media is not defective. Everything else, if not included specifically in this section, is not warranted and is to be accepted “as is” by the Licensee. The limited warranty is additionally limited and not applicable if the software is improperly used, damaged, or modified by the Licensee, or in error because of causes outside of the Licensor’s reasonable control.

 

The Licensee’s remedies under the limited warranty include the Licensor replacing the software, the Licensor repairing the software, or either the Licensor or Licensee terminating this agreement early with appropriate pro rata refund by the Licensor of any prepaid license fee.

 

Indemnification

 

Indemnification is a concept for securing another party against loss or damage. In the case of the Licensor’s indemnification, the Licensor agrees to secure the Licensee and its representatives against actual losses from actions where a third party claims the Licensor’s software is an infringement of the third party’s intellectual property rights.

  

  27  

 

In the case of the Licensee’s indemnification, the Licensee agrees to indemnify the Licensor and its representatives against actual losses from actions from a third party that somehow relates to this agreement.

 

Limitation of Liability

 

Limitation of liability is a standard contract provision that protects both the Licensor and Licensee from the amount of exposure they each face if any action is filed against either party in relation to this agreement. It caps the amount of potential damage the parties may seek from each other and should always be read carefully so all contracting parties understand their risk exposures.

 

Export Regulation

 

Software, like other commercial objects, may be subject to export control rules and regulations such as the United States Export Administration Act. For example, there is sensitive software that cannot be exported to certain restricted countries. If the Licensee seeks to export the software, the Licensee must conduct its own due diligence regarding applicable export laws and affirm their compliance with all applicable laws.

 

Force Majeure

 

On rare occasions, there may be events or circumstances out of the Licensor’s or Licensee’s reasonable control that prevents this agreement from operating as intended for a period of time. For example, the Licensee may be late on payment when their bank’s server experienced a severe weather-induced power outage. In such uncontrollable and unpredictable circumstances where no party is intentionally at fault, this term provides an allowance for the breach if it is under 30 days and the ability for either party to cancel this agreement if the event continues for longer than 30 days.

 

Governing Law and Dispute Resolution Options

 

The choice of law that governs this agreement is an important selection. Often, parties select the law of the state where they are located because of familiarity. This form allows the parties to select the agreed-upon state law that will dictate how this agreement will be interpreted if any conflict should arise in the future.

 

Furthermore, this document allows the parties to decide whether conflict should be resolved in a public court of law or in private arbitration. If the Licensor and Licensee wish to litigate in public court, select “No” when asked if arbitration is required. If the parties wish to resolve any issues privately as decided by an independent arbitrator, select “Yes” for the same question.

  

28

 

Exhibit 14

 

SOCIAL LIFE NETWORK, INC.

Code of Ethics

 

Compliance With Law

 

All employees, officers and directors of the Company should respect and comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or the laws, rules and regulations which are applicable to the Company, including the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations of the Securities & Exchange Commission. Such legal compliance should include, without limitation, compliance with the “insider trading” prohibitions of the federal securities laws applicable to the Company and its employees, officers and directors. Generally, employees, officers and directors who have access to or knowledge of confidential or non-public information from or about the Company are not permitted to buy, sell or otherwise trade in the Company’s securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information; especially since the individuals receiving such information might utilize such information to trade in the Company’s securities. 

 

Conflicts of Interest

 

All employees, officers and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or Board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans to directors and executive officers made after July 30, 2002. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Company’s legal counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of the Company’s Chief Executive Officer.

 

 

 

 

Corporate Opportunities

 

Employees, officers and directors are prohibited from (a) taking for themselves personal opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

 

Confidentiality

 

Employees, officers and directors of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by senior management or required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and directors should consult legal counsel if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.

 

Fair Dealing

 

Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.

 

Protection and Proper Use of Company Assets

 

All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

 

Accurate Books and Records

 

All transactions by or on behalf of the Company shall be accurately reflected on its books and in its records.

 

Accounting Complaints

 

The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints to the Board of Directors.

 

Reporting Any Illegal or Unethical Behavior

 

Employees are encouraged to talk to supervisors, managers, officers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur should either contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, then they may contact the company’s legal counsel. Legal counsel for the Company is not an employee of the Company, and owes a fiduciary duty to the Company as its client, and not any one of its officers, directors or employees. If any employee, officer or director’s concerns or complaints require confidentiality, including keeping his or her identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings.

 

  2  

 

 

No Retaliation

 

The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.

 

Public Company Reporting

 

As a public company, the Company’s filings with the Securities and Exchange Commission must be accurate and timely. Depending on his or her position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company’s public disclosure requirements.

 

Document Retention

 

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s legal counsel.

 

Penalties for Failure to Adhere to Code of Ethics

 

Any employee who ignores or violates this Code and any supervisor or superior who penalized a subordinate for attempting in good faith to comply with this Code, including for reporting suspected violations of this Code, will be subject to disciplinary action by the Company, including immediate dismissal.

 

Amendment/Modification

 

This Code may be amended, modified or waived by the Company’s Board of Directors.

 

 

3

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated January 25, 2018, relating to the financial statements of Social Life Network, Inc., as of December 31, 2016 and 2015 and to all references to our firm included in this Registration Statement.

 

/S/ BF Borgers CPA PC

 

Certified Public Accountants

Lakewood, Colorado

January 25, 2018

Exhibit 99.1

  

  Electronically Filed         
  05/03/2016 02:45:45 PM   

 

APPL  
Peter Dubowsky, Esq.
Nevada Bar No. 4972 CLERK OF TH COURT
Amanda C. Vogler, Esq.  
Nevada Bar No. 13609  
DUBOWSKY LAW OFFICE, CHTD.  
300 South Fourth Street #1020  
Las Vegas, Nevada 89101  
(702) 360-3500  
Fax (702) 360-3515  
Attorney for Plaintiff  

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

  )  
WHITE TIGER PARTNERS LLC, a Colorado ) Case No.: A-14-697251-C
limited liability company, as successor in )  
interest to FIRST AMERICAN STOCK ) Dept No.: XIII
TRANSFER, INC., )  
  )  
Plaintiff, )  
  )  
     vs. )  
  )  
  )  
S EWCAL LOGO, INC, a revoked Nevada )  
corporation f/k/a CALVERT CORPORATION )  
and SOUTHERN CALIFORN1A LOGO, INC . )  
the merged California Corporation and DO ES )  
1-X and ROE CORPORATIONS I-X, inclusive )  
  )  
Defendants )  
  )  

 

MOTION TO AUTHORIZE RECEIVER TO TERMINATE ALL OF THE

PREVIOUS OFFICERS AND DIRECTORS, ISSUE NEW SHARES, RATIFY A

REVERSE STOCK SPLIT PREVIOUSLY AFFECTED, RATIFY THE NAME

CHANGE TO SOCIAL LIFE NETWORK, INC., RATIFY THE DECREASE OF

THE AUTHORIZED SHARES OF COMMON STOCK, RATIFY THE

CANCELLATION OF THE PREVIOUSLY CREATED PREFERRED CLASS OF

STOCK, RATIFY THE BUSINESS COMBINATION/REORGANIZATION WITH

LIFE MARKETING, INC. AND DISCHARGE RECEIVER

  

  1  

 

 

Plaintiff WHITE TIGER PARTNERS, LLC, by and through its attorney, Peter Dubowsky, Esq., hereby moves to this Court for an order for the termination of all previous officers and directors of SEW CAL LOGO, INC. (“Defendant Corporation” or “Sew Cal”), to ratify the termination of all previous known and unknown officers and directors, ratify a five-thousand for one (5,000:1) reverse stock split previously affected, approve the name change previously affected to SOCIAL LIFE NETWORK, INC. (“SOCIAL LIFE”), ratify the decrease of the Authorized common stock shares of the company from 2,000,000,000 (2B) to 500,000,000 (500M), ratify the cancellation of the previously created Preferred class of stock for which no shares were issued, ratify the reorganization/business combination with LIFE MARKETING, INC., (“LIFE MARKETING”, a Colorado corporation), issue new shares and discharge the Receiver. This Motion is made on these points and authorities and all the papers and proceedings had herein.

 

Dated:      May 3, 2016

 

  DUBOWSKY LAW OFFICE, CHTD.
   
  By: /s/ Amanda C. Vogler
    Amanda C. Vogler, Esq.
    Attorney for Plaintiff

  

  2  

 

 

NOTICE OF MOTION

 

TO:     ALL PARTIES IN INTEREST AND THEIR ATTORNEYS OF RECORD

 

Please take notice that the DUBOWSKY LAW OFFICE, CHTD. will bring the foregoing Motion on for hearing on the 6th day of     June         , 2016, in Department XIII of the above entitled Court at 9:00 a.m. or as soon thereafter as counsel can be heard.

 

  Signed /s/ Amanda C. Vogler
  Amanda C. Vogler, Esq.
    Attorney for Plaintiff

 

I. SUMMARY OF MOTION

 

On June 26, 2014, this Court entered an Order appointing Robert L. Stevens as the Receiver (the “Receiver”) of the Debtor Corporation, SEW CAL LOGO, INC. The Receiver has been fulfilling his duties as Receiver, and in that capacity, is seeking an order of this Court to terminate all of the previous known and unknown officers and directors, issue new shares of stock of the debtor corporation for purposes of satisfying debt, ratify a five-thousand for one (5,000:1) reverse stock split previously affected, approve the name change previously affected to SOCIAL LIFE NETWORK, INC., ratify the decrease of the Authorized common stock shares of the company from 2,000,000,000 (2B) to 500,000,000 (500M), ratify the cancellation of the previously created Preferred class of stock for which no shares were issued, and ratify the business combination/reorganization with LIFE MARKETING, INC. The Receiver is also seeking an order for his discharge.

 

To date, the Defendant Corporation has never appeared in any capacity in this proceeding. The Defendant was validly served. On June 26, 2014, this Court appointed by its order Robert L. Stevens to serve as Receiver for the Defendant Corporation. The Receiver has served this Court and the Defendant Corporation honorably. The Receiver has performed the following duties and is seeking an affirmative Order and ratification from this Court in order to satisfy the Company’s debts and institute an orderly reorganization for the shareholders.

  

  3  

 

 

1. The Receiver noticed shareholders and the general public about his Appointment by the Court via an 8-K and under OTC Markets Rules and Guidelines on June 26, 2014.

 

2. The Receiver cured the “revoked” status with the Nevada Secretary of State on January 28, 2015.

 

3. The company went into “default” status with the Nevada Secretary of State on or about July 1, 2015.

 

4. The Receiver cured the “default” status with the Nevada Secretary of State on March 18, 2016.

 

5. The prior officers and directors of the Defendant Corporation have not appeared in any capacity in this proceeding to defend the abandonment and mismanagement of the company. In a Board Resolution dated June 29, 2014, the Receiver terminated all known and unknown officers and directors of the Defendant Corporation.

 

6. The Receiver updated the contact information on OTCMarkets for the benefit of the shareholders and the public.

 

7. The Receiver processed a Name Change to WEEDLIFE, INC. later changed to SOCIAL LIFE NETWORK, INC. by LIFE MARKETING, INC. The Name Change was processed with the State of Nevada on March 17, 2016 and was effective in the market on April 11, 2016.

  

  4  

 

 

8. The Receiver processed a five-thousand (5,000) for one (1) reverse stock split with each shareholder retaining a minimum of 100 shares. The reverse stock split was effective in the market on April 11, 2016.

 

9. The Receiver successfully processed a decrease of the Authorized Common Stock Shares of the company from 2,000,000,000 (2B) to 500,000,000 (500M) with the Nevada Secretary of State on March 17, 2016.

 

10. The company will be cancelling the Preferred Class of Stock created on or about August 31, 2004 with the Nevada Secretary of State. The transfer agent has no record of any issuances of the Preferred Class Stock shares from the original August 31, 2004 class of stock. Additionally, we understand that any issuance of the Preferred Shares was tied to sales goals — which were never met.

 

11. The Receiver executed a business combination/merger with LIFE MARKETING, INC. on January 29, 2016. The public was noticed via 8-K on February 2, 2016 and under OTC Markets Rules and Guidelines of the Entry into a Material Definitive Agreement.

 

12. Additionally, the Receiver noticed the public via an 8-K on April 8, 2016 and under OTC Markets Rules and Guidelines of the corporate action.

 

13. The Receiver has produced an information statement and plan of reorganization (one document) which will be completed and published prior to the hearing in the present action via an 8-K.

  

  5  

 

 

14. Further, the Receiver has hired a PCAOB Auditor and intends to file a quarterly report with the U. S. Securities and Exchange Commission as soon as practically available, making the company current in its reporting obligations.

 

15. The Receiver is requesting this Court grant this Order to issue new shares of stock for the purposes of satisfying the Defendant Corporation’s debt. The shares, to be issued, are exempt pursuant to Federal and Nevada State Securities Regulations, specifically Section 3(a)(10) of the Securities Act of 1933 (15 U.S.C. §77c(a)(10)) and N.R.S. 90.530(8). In order for these shares to be exempt under Federal Law, a Fairness Hearing must be held. The Receiver is requesting such a hearing.

 

16. In addition, the Receiver is requesting that the related Non-Affiliate shares be transferred electronically into each party’s brokerage accounts through its transfer agent, currently First American Stock Transfer, The Depository Trust & Clearing Corporation and the shareholders related bank or brokerage firm. The related Non-Affiliate shares are freely transferrable and exempt from registration under Section 3(a)(10) of the Securities Act of 1933 (15 U.S.C. §77c(a)(10)) and N.R.S, 90.530(8).

 

17. SOCIAL LIFE and its Transfer Agent(s) agree to not interfere with the paper transfer, electronic transfer, sale, deposit, pledge, hypothecation, or any and all transactions regarding the securities to be issued under this Order. The securities under this Order are considered to be fully paid for and non-assessable and not subject to any adverse claim or stop order.

  

  6  

 

 

18. SOCIAL LIFE and the Owners are satisfied that SEW CAL does not have any known ongoing, contingent liabilities or claims, judgments or actions pending against it. Mr. Tapp and Mr. Rodosevich, the Owners, and the SOCIAL LIFE shareholders have reviewed and completed their due diligence and all parties to this action have been unable to find any such liabilities, claims, judgments actions or proceedings with the exception of this current action.

 

19. Lastly, the Receiver is requesting the Court discharge the Receiver upon conclusion of the Fairness Hearing and the issuance of the requested exempt securities.

 

II JAW

 

On June 26, 2014, this Court entered an Order for Appointment of Receiver (the “Order”). The Order, which was duly entered and authorized by N.R.S. §78.600, states in pertinent part that the Receiver has the authority:

 

[T]o take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.

 

Pursuant to that Order, and as is necessary for the final settlement of the unfinished business of the Debtor Corporation, the Receiver is requesting an order for the termination all of the previous officers and directors, issuance of new shares of stock of the debtor corporation for purposes of satisfying debt, ratification of the name change to WEEDLIFE, INC. later changed to SOCIAL LIFE NETWORK, INC by LIFE MARKETING, INC., ratification of a five-thousand for one (5,000:1) reverse stock split previously affected, ratification of the decrease of the Authorized common stock shares of the company from 2,000,000,000 (2B) to 500,000,000 (500M), ratification of the cancellation of the previously created Preferred class of stock for which no shares were issued, and ratification of the business combination/reorganization with LIFE MARKETING, INC. The Receiver is also seeking an order for his discharge.

  

  7  

 

 

According to the corporate counsel of the Receiver, whose Affidavit is attached, these securities which are to be issued are exempted pursuant to Federal and Nevada State Securities Regulations, specifically Section 3(a)(10) of the Securities Act of 1933 (15 U.S.C. §77c(a)(10)) and N.R.S. 90.530(8). (The Affidavit of Bradford J. Lam (“Mr. Lam’s Affidavit”) is attached as Exhibit “1”). Mr. Lam also opines that the Notice complies with applicable Federal Securities Regulations. (Mr. Lam’s Opinion Letter is attached as Exhibit “2”). Mr. Lam’s Affidavit States:

 

1.            I am a licensed attorney admitted to practice before the Supreme Courts of the States of California (admitted in 1986), Colorado (1986) and the Commonwealth of Pennsylvania (1988) in addition to a variety of Federal District Courts and the Second and Tenth U.S. Circuit Courts of Appeal.

 

2.           Throughout my career as an attorney, securities regulation and the adherence to State and Federal securities laws have constituted significant practice areas for me. During my career, I have served as staff counsel to both the California Department of Corporations (which administers the California Securities Act of 1968, as amended) in its Los Angeles headquarters office and the United States Securities and Exchange Commission (“SEC”) in its Philadelphia Regional office.

  

  8  

 

 

3.           Section 3 (a) (10) of the Securities Act of 1933 (15 U.S.C. §77c (a) (10)) operates as an exemption from the Securities Act registration provisions for offers and sales of securities in specified exchange transactions. The terms and conditions of the exchange of securities shall be approved by a court or authorized government entity (which may include state insurance commissions, state corporation or securities commissions, state banking agencies, etc.). Approval must come subsequent to the holding of a hearing in which a determination has been made that the exchange is fair to those to whom the securities will be issued. (Such securities, however, are not exempt from registration under state securities laws, for they are not “covered securities” under Section 18 of the Securities Act (See: Section 18(a) (4) (C)).

 

4.           The Section 3(a) (10) exemption is available without any action by the SEC’s Division of Corporation Finance or the Securities and Exchange Commission. However, the issuer of the securities must advise the court or authorized government entity before the fairness hearing that it will rely on the Section 3(a) (1.0) exemption upon the court or authorized government entity’s approval of the exchange.

 

5.            In addition, the issuer must provide the court or authorized government entity with sufficient information to determine the value of both the securities claims or interests to be surrendered and the securities to be issued in the proposed transaction.

 

Plaintiff’s claims shall be exchanged to the Defendant Company for an Aggregate of 13,420,000 unrestricted, unregistered post reverse-split shares of Defendant Corporation’s common stock as follows:

 

NON -AFFILIATE SHAREHOLDERS:

 

a).           13,320,000 unrestricted shares to: SOMERSET PRIVATE FUND LTD**;

 

b).           100,000 unrestricted shares to: MDD ENTERPRISES INC.;

  

  9  

 

 

And for an aggregate issuance of restricted, unregistered post reverse-split common shares of SOCIAL LIFE NETWORK, INC. totaling 119,473,334 to:

 

AFFILIATE SHAREHOLDERS:

 

a).           59,736,667 restricted shares to: LVC CONSULTING LLC

 

b).           59,736,667 restricted shares to: RODOSEVICH INVESTMENTS LLC

 

6.           Finally, the issuer must provide timely and appropriate notice of the hearing to all persons who will receive securities in the exchange. At a minimum, the issuer’s notice must adequately (1) advise the persons to receive securities in the exchange of their right to attend the hearing and (2) give the information necessary to exercise that right. The Undersigned will notify the parties in Schedule A who receive shares upon the Court granting the Fairness Hearing.

 

7.           In order to qualify for exemption from registration under Section 3(a) (10), securities must be issued in exchange for securities, claims, or property interests; they cannot be offered for cash, This requirement generally does not raise interpretive issues. However, when options, warrants, or other convertible securities are issued in a Section 3 (a) (10) transaction, the later exercise or conversion is not exempted.

 

8.           A court or authorized government entity must hold a hearing that is open to all those who will receive securities in the proposed exchange and find that the proposed exchange’s terms and conditions are fair to all such persons.

 

  10  

 

   

CONCLUSION

 

WHEREFORE, the Plaintiff requests this Honorable Court to allow the Receiver to seek an order of this Court to terminate all of the previous known and unknown officers and directors, issue new shares of stock of the debtor corporation for purposes of satisfying debt, ratify a five-thousand for one (5,000:1) reverse stock split previously affected, approve the name change previously affected to SOCIAL LIFE NETWORK, INC., ratify the decrease of the Authorized common stock shares ‘of the company from 2,000,000,000 (2B) to 500,000,000 (500M), ratify the cancellation of the previously created Preferred class of stock for which no shares were issued, ratify the business combination/reorganization between SEW CAL LOGO, INC. and LIFE MARKETING, INC., and discharge the Receiver, Robert L. Stevens.

 

Dated:    May 3, 2016                  

 

  DUBOWSKY LAW OFFICE, CHTD.
   
  By: /s/ Peter Dubowsky
    Peter Dubowsky, Esq.
    Nevada Bar No. 4972
    Amanda C. Vogler, Esq.
    Nevada Bar No. 13609
    300 South Fourth Street, Suite 1020
    Las Vegas, Nevada 89101
    (702) 360-3500
    Fax (702) 360-3515
    Attorney for Plaintiff

  

  11  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit “1”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Peter Dubowsky, Esq.

Nevada Bar No. 4972

DUBOWSKY LAW OFFICE, CHTD.

300 South Fourth St, Ste. 1020

Las Vegas, Nevada 89101

(702)360-3500

Fax (702)360-3515

Attorney for Plaintiff

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

   
  )  
WHITE TIGER PARTNERS LLC, a ) Case No.: A-14-697251-C
Colorado limited liability company, as )  
successor in interest to FIRST AMERICAN ) Dept No.: XIII
STOCK TRANSFER, INC., )  
  )  
Plaintiff, )  
  )  
vs. )  
  )  
SEWCAL LOGO, INC. a revoked Nevada )  
corporation f/k/a CALVERT )  
CORPORATION and SOUTHERN )  
CALIFORNIA LOGO, INC. the merged )  
California Corporation and DOES I-X and )  
ROE CORPORATIONS I-X, inclusive )  
  )  
Defendants )  
   

 

 

 

 

AFFIDAVIT OF BRADFORD J. LAM, ESQ, IN SUPPORT OF PLAINTIFF’S MOTION FOR
EXCHANGE OF SECURITIES AMONG DEFENDANT’S STOCK HOLDERS AND
TERMINATION OF RECEIVERSHIP.

 

STATE OF COLORADO )  
  ) ss.  
COUNTY OF DENVER )  

 

Bradford J. Lam, Esquire (“Affiant”) ; hereby swears under penalty of perjury and the laws of the State of Nevada that the following assertions are true of his own knowledge:

 

1. I am a licensed attorney admitted to practice before the Supreme Courts of the States of California (admitted in 1986), Colorado (1986) and the Commonwealth of Pennsylvania (1988) in addition to a variety of Federal District Courts and the Second and Tenth U.S. Circuit Courts of Appeal.

 

2. Throughout my career as an attorney, securities regulation and the adherence to State and Federal securities laws have constituted significant practice areas for me. During my career, I have served as staff counsel to both the California Department of Corporations (which administers the California Securities Act of 1968, as amended) in its Los Angeles headquarters office and the United States Securities and Exchange Commission (“SEC’) in its Philadelphia Regional office.

 

3. Section 3 (a) (10) of the Securities Act of 1933 (15 U.S.C. §77c (a) (10)) operates as an exemption from the Securities Act registration provisions for offers and sales of securities in specified exchange transactions. The terms and conditions of the exchange of securities shall be approved by a court or authorized government entity . (which may include state insurance commissions, state corporation or securities commissions, state banking agencies, etc.). Approval must come subsequent to the holding of a hearing in which a determination has been made that the exchange is fair to those to whom the securities will be issued. (Such securities, however, are not exempt from registration under state securities laws, for they are not “covered securities” under Section 18 of the Securities Act (See; Section 18(a) (4) (C)).

 

4. The Section 3(a) (10) exemption available without any action by the SEC’s Division of Corporation Finance or the Securities and Exchange Commission. However, the issuer of the securities must advise the court or authorized government entity before the fairness hearing that it will rely on the Section 3(a) (10) exemption upon the court or authorized government entity’s approval of the exchange,

 

5. In addition, the issuer must provide the court or authorized government entity with sufficient information to determine the value of both the securities claims or interests to be surrendered and the securities to be issued in the proposed transaction.

 

 

 

 

6. Finally, the issuer must provide timely and appropriate notice of the hearing to all persons who will receive, securities in the exchange. At a minimum. the issuer’s notice adequately (1) advise the persons to receive securities in the exchange of their right to attend the hearing and (2) give the information necessary to exercise that right.

 

7. In order to qualify for exemption from registration under section 3(a) (10), securities must be issued in exchange for securities, claims, or property interests; they cannot be offered for cash. This requirement generally does not raise interpretive issues, However, when options, warrants, or other convertible securities are issued in a Section 3 (a) (10) transaction, the later exercise or conversion is not exempted.

 

8. A court or authorized government entity must hold a hearing that is open to all those who will receive securities in the proposed exchange and find that the proposed exchange’s terms and conditions are fair to all such persons.

 

9. If called to testify as a witness, Affiant is competent and would testify to the facts set forth in this Affidavit.

 

  /s/ Bradford J. Lam
  Bradford J. Lam, Esq.
  Colorado Attorney Reg. No. 16355

 

Subscribed and sworn to before me by Bradford J. Lam this 28 day of April, 2016.

 

  / s/ Nathan Moneymaker
  Notary Public

 

  My commission expires: [S E A L]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit “2”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lam Law Offices, LLC

 

www.lamlaw.net

 

April 27, 2016.

 

First American Stock Transfer

4747 North 7 th Street, Suite 170
Phoenix AZ 85014-3677

 

Re:       Social Life Network, Inc, formerly Sew Cal Logo, Inc., a Nevada Corporation.

 

Ladies and Gentlemen;

 

This law firm has acted as special counsel to Social Life Network, Inc., a Nevada corporation (“Issuer”) for the limited purpose of rendering this opinion in connection with the Corporation’s issuance of shares to four (4) purchasers listed on the Schedule “A” hereto (“Purchasers”). Collectively, Issuer and Purchasers are referred to as the “Parties.”

 

There are certain important disclaimers set forth at the conclusion of this opinion letter and they limit our opinion and the reliance of third parties thereon.

 

The Parties’ executed on January 29 th , 2016 a Share Purchase Agreement. Signatory for Issuer is Robert L. Stevens, pursuant to the authority vested in him as Court Appointed Receiver of Issuer (“Receiver”). The Receiver’s appointment occurred on or about June 26, 2014 in case number A-14-697251-C in Nevada’s Eighth Judicial District.

 

By Order of the District Court of Clark County, Nevada (“Court”) the Receiver was granted full authority to issue shares as fully paid and non-assessable, and not subject to any options, to the non-affiliate holders.

 

Thereafter, the Receiver directed the Issuer, inter alia, to issue to non-affiliates unrestricted securities pursuant to the exemption set forth at Section 3(a)(10) of the Securities Act of 1933 (15 U.S.C §77c(a)(10)).

 

We have not examined originals of the Company’s significant historical documents, or of any certified copies, or other documents, including, but not limited to, the following: (i) certificates of incorporation of the Issuer, as amended and restated to date; or (ii) historical instruments and documents of the Issuer. Rather, we have relied upon the Receiver’s pleadings as filed with the Court, such Orders of the Court, and representations by the Receiver during the Receivership pertaining to the issuance of securities by the Issuer.

 

Bradford J. Lam, Esq. ●1801 Pennsylvania Street, 301 ● Denver, Colorado 80203

Tel: 303 888 9747 ● Email: brad@lamlaw.net

 

 

 

 

First American Stock Transfer

Page 2

April 28, 2016

 

We have assumed the authenticity and completeness of all documents, certificates. and. records submitted to us as or as originals, the conformity to the original instruments of all other documents, certificates and records submitted, and the authenticity and completeness of such instruments being assumed. As to certain matters of fact relating to this opinion, we have relied on the accuracy and truthfulness of statements made to us by the Receiver and on certificates of public officials. We do not represent that we conducted any independent investigations of law or fact as to the representations stated in the Stock Purchase Agreement or otherwise.

 

Consistent with the foregoing, we opine:

 

(a) Robert L Stevens is acting as Receiver pursuant to the authority vested by Offer the Court;

 

(b) The Issuer may legally issue 119,473,334 (One Hundred Nineteen Million, Four Hundred Seventy-Three Thousand, Three Hundred and Thirty-Four) restricted common stock shares at Social Life Network, Inc. equally to LVC Consulting LLC and Rodosevich investments LLC, and

 

(c) The Issuer may legally issue 13,420,000 (Thirteen Million Four Hundred and Twenty Thousand) common stock shares of Social Life Network, Inc. to two (2) non-affiliate business entities listed on Schedule “A” hereto.

 

*        *         *

 

No part to the transaction has asked us to perform an independent investigation as to the validity of certain assumptions pertaining to related party transactions. Such an investigation is beyond the scope of our assignment and would have been rejected, if it had been requested, given that the Issuer has undergone significant changes in its history and ultimately was abandoned by its management.

 

We performed no independent investigation nor have we taken steps to test the validity of statements made in the Stock Purchase Agreement generally or in its Recitals, specifically.

 

This opinion is furnished by us as special counsel to the Issuer and speaks as of the date of this opinion letter only, and is solely for our Client’s benefit. Neither this opinion nor copies hereof may be relied upon by, delivered to, or quoted in whole or in part to any government agency to any other person for any reason or purpose whatsoever without our prior written consent.

 

 

 

 

First American Stock Transfer

Page 2

April 28, 2016

 

Other than the specific transaction contemplated by the Stock Purchase Agreement, this letter is irrelevant and inapplicable, and is not to he relied upon by any other person for any purpose, event or circumstance.

 

Other than as is specifically cited herein, no opinion is being given as to the application of any law or laws, or regulations or rules under federal law of the United States of America, or of the law or laws of any specific state of the United States of America or for compliance by the Issuer or of any other person therewith.

 

Subject to its limitations, we hereby consent to the presentation of this opinion by the Issuer to its transfer agent.

 

Please do not hesitate to notify the undersigned should you wish to discuss the above.

 

  Sincerely,
   
  /s/ Bradford J. Lam
  Bradford J. Lam

 

C:  
Receiver: Mr. Robert L. Stevens
  387 Corona St., Suite 555
  Denver, CO 80218
   
Issuer: Social Life Network, Inc.

 

 

 

 

SHAREHOLDER LIST – SCHEDULE A

 

Shareholder Name

  Number of Shares to be Issued
     

LVC CONSULTING LLC

848 N RAINBOW BLVD #2078

LAS VEGAS, NV 89107

 

Share Amount

**59,736,667

     

RODOSEVICH INVESTMENTS LLC

8100 E UNION AVE #302

DENVER, CO 80237

 

Share Amount

**59,736,667

     

MDD ENTERPRISES INC

999 EAST APPLEWOOD AVE.,

CENTENNIAL, CO 880121

  100,000
     

SOMERSET PRIVATE FUND LTD.

387 Corona Street, Suite 555

Denver, CO 80206

  13,320,000
     
TOTAL SHARES TO BE ISSUED:   132,893,334

 

** Shares issued with restrictive legend