SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the quarterly period ended
Commission File Number
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Address of principal executive offices)
(Company’s telephone number, including area code)
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☐|
|☐ (Do not check if a smaller reporting company)||Smaller reporting company|
|Emerging growth company|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The Company has common stock shares outstanding as of May 3, 2023.
TABLE OF CONTENTS
|PART I — FINANCIAL INFORMATION||F-1|
|ITEM 1.||Financial Statements||F-1|
|ITEM 1A.||Risk Factors||3|
|ITEM 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations||12|
|ITEM 3.||Quantitative and Qualitative Disclosures about Market Risk||14|
|ITEM 4.||Controls and Procedures||14|
|PART II — OTHER INFORMATION||15|
|ITEM 1.||Legal Proceedings||15|
|ITEM 2.||Unregistered Sales of Equity Securities and Use of Proceeds||16|
|ITEM 3.||Defaults Upon Senior Securities||16|
|ITEM 4.||Mine Safety Disclosures||16|
|ITEM 5.||Other Information||16|
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
DECENTRAL LIFE, INC.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
|Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022||F-2|
|Unaudited Statements of Operations for the Three Months ended March 31, 2023, and 2022||F-3|
|Unaudited Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2023, and 2022||F-4|
|Unaudited Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2023, and 2022||F-4|
|Unaudited Statements of Cash Flows for the Three Months ended March 31, 2023, and 2022||F-5|
|Notes to Unaudited Financial Statements||F-6|
DECENTRAL LIFE, INC.
|March 31,||December 31,|
|Accounts receivable – related party|
|Total current assets|
|LIABILITIES AND STOCKHOLDERS’ EQUITY|
|Accounts payable and accrued liabilities||$||$|
|Loans payable – related party|
|Total current liabilities|
|Common Stock par value $shares authorized, and shares issued and outstanding as of March 31, 2023, and December 31, 2022, respectively|
|Additional paid-in capital|
|Total Stockholders’ Equity|
|Total Liabilities and Stockholders’ Equity||$||$|
The accompanying notes are an integral part of these unaudited financial statements.
DECENTRAL LIFE, INC
STATEMENTS OF OPERATIONS
|Three months |
|March 31, |
|March 31, |
|Licensing and software revenue – related party||$||$|
|Cost of goods sold|
|Sales and marketing|
|General and administrative|
|Total operating expenses|
|Loss from operations||(||)||(||)|
|Oher income (expense)|
|Total other income|
|Net loss per share:|
|Weighted average number of shares outstanding:|
The accompanying notes are an integral part of these unaudited financial statements.
DECENTRAL LIFE, INC.
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND MARCH 31, 2022
|Common Stock B||Common Stock A||Additional Paid||Accumulated|
|Balance, December 31, 2021||$||$||$||$||(||)||$||(||)|
|Balance, March 31, 2022||$||$||$||$||(||)||$||(||)|
|Common Stock B||Common Stock A||Additional Paid||Accumulated|
|Balance, December 31, 2022||$||$||$||$||(||)||$|
|Balance, March 31, 2023||$||$||$||$||(||)||$|
The accompanying notes are an integral part of these unaudited financial statements.
DECENTRAL LIFE, INC.
STATEMENTS OF CASH FLOWS
|March 31, |
|March 31, |
|Cash flows used in operating activities|
|Changes in assets and liabilities|
|Accounts receivable -related party|
|Accounts payable and accrued expenses||(||)|
|Net cash provided by (used in) operating activities||(||)|
|Cash flows provided by financing activities|
|Proceeds from the sale of common stock – private placement|
|Proceeds from related party loans|
|Payments on related party loans||(||)|
|Net cash provided by (used in) financing activities||(||)|
|Net decrease in cash||(||)||(||)|
|Cash, beginning of period|
|Cash, end of period||$||$|
The accompanying notes are an integral part of these unaudited financial statements.
DECENTRAL LIFE, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2023
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Decentral Life is referred to in the following financial notes as the “Company.”
The Company was launched in January of 2013 and took it public through a reverse merger in June of 2016 in an effort to expand its business model as a technology business incubator (TBI). The Company’s goal is to become the largest and most valuable market capitalized TBI in the world. The Company’s unique business model makes it easier for individual private and public investors to participate in the growth prospects of each company that participate in the Company’s TBI program.
The Company’s Technology Business Incubator program provides tech company founders with the option to license the Company’s technology from the Company and receive assistance in growing their business through the Company’s executive knowledge and leadership. The Company makes it easier for start-up founders to focus on raising capital, proving their business model, and fostering company growth and expansion. The Company’s own IP technology is an artificial intelligence (AI) powered social network and ecommerce platform that leverages blockchain technology to increase development speed, user privacy and security, and incorporates the use of cryptocurrency in the form of NFT’s and token securities used throughout the niche social platforms that we license to the companies in our TBI program.
In August of 2021, the Company formed a new division that focuses entirely on aiding founders with the creation and development of blockchain technology that can help their companies incorporate the best Web3 business models. The division’s first successful project was the development and launching of the WDLF security token in Q3 of 2021. Since then, the Company has launched and licensed Decentralized Apps that aid companies to launch and manage their own security token offering (“STO”).
Throughout 2022 and 2023, the Company launched smart contracts on the Ethereum blockchain. The Company’s goal is to build a decentralized global technology platform, through the mining and security token offering of the Company’s WDLF token. The Company’s WDLF Ethereum tokens are mined by the users of the Company’s technology platform that is licensed by companies in the Company’s TBI program. The users spend their time creating content, connecting with other users online, and influencing their own friends and followers on mainstream social platforms to join that TBI company’s technology platform, or niche social networking marketplace.
In the first quarter of 2023, the Company’s management expanded on the TBI program business model to include the possibility of acquiring technology companies that either participated in its technology incubation program, or companies that would enhance its ability to grow the TBI program. In either case, management’s goal is to increase the value of the Company by growing its balance sheet through meaningful asset acquisitions.
On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changing its name to Sew Cal Logo, Inc., and moved its domicile from California to Nevada, at which time the Company’s common stock became traded under the ticker symbol “SEWC”.
In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevada’s 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the “Receivership”).
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)
Corporate Changes (continued)
On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the “Agreement”) with the buyer, Life Marketing, Inc., a Colorado corporation (the “Buyer”), its subsidiaries and holdings, and all of the Buyer’s securities holders. The Company acted through the court-appointed receiver and White Tiger Partners, LLC, its judgment creditor. The Agreement provided that the then current owners of the private company, Life Marketing, Inc., become the majority shareholders, pursuant to which an aggregate of common stock shares were issued to the Company’s officers. On April 11th, 2016, we changed our name to Social Life Network, Inc. and changed our ticker symbol from SEWC to WDLF.
September 20, 2018, the Company incorporated MjLink.com, Inc. (“MjLink”), a Delaware Corporation. On February 1, 2020, MjLink.
filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28, 2020.
On January 1, 2021, the Company ceased operating MjLink as a division, at which time MjLink continued operations as an independent company,
in return for MjLink issuing the Company
March 4, 2020, the Company’s Board of Directors (the “Board”) increased its number of authorized shares of Common Stock
March 4, 2020, the Company’s Board unanimously approved the issuance of
May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (“Amended Articles”) in Nevada to increase
its authorized shares from
On December 11th, 2020, the Company filed a Form 8-K stating that the Company would not be executing the Reverse Stock Split, which Reverse Stock Split expired on March 31st, 2021 pursuant to the May 8, 2020, Amended Articles described immediately above.
March 28, 2021, the Company’s Board unanimously approved the issuance of fifty million (
On June 30, 2021, the Board unanimously approved the adoption of the Certificate for Series A Cumulative Convertible Preferred Stock (the “Certificate”), which Certificate was filed in Nevada on June 30, 2021 and became effective on July 6, 2021. The Certificate, provides that, among other things, that each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares and has liquidation rights over all other series of Preferred Stock.
Effective January 25, 2023, the Company’s Board unanimously approved the issuance of twenty-five million () Class B Shares to Ken Tapp, our Chief Executive Officer, which shares are equal to two billion five hundred million ( ) votes and otherwise have no equity, cash value or any other value.
As of the date of this filing, the Company’s Chief Executive Officer controls over votes via his issuance of an aggregate of Class B Shares.
On February 2, 2023, FINRA approved the Company’s name change from Social Life Network, Inc. to Decentral Life, Inc.
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)
Corporate Changes (continued)
The Company’s Business
The Company is a Technology Business Incubator (TBI), which operates through individual SaaS (software as a service) licensing agreements with its TBI participating companies and provides each TBI company with the use of its artificial intelligence (“AI”) social networking and ecommerce technology platform to run their own commerce focused social networking company. Using its technology platform and leveraging the executive leadership that the Company provides each TBI company, their executives find it easier to focus on growing their business faster, with the ultimate goal of reaching a liquidity event such as an initial public offering or an acquisition.
As of the first quarter 2023, the following industry specific companies participate and operate in the Company’s TBI program: Hunting, Fishing, Camping, RV Travel, Motor Racing, Racket Sports, Boating, E-biking, Cycling, Soccer, Golfing, Cannabis, Hemp, Space Exploration, Transportation, Blockchain, AI, and Residential Real Estate sectors.
The TBI participating companies pay the Company a percentage of their revenue, and a percentage of the securities in their company, as detailed below. This business model potentially makes the Company’s long-term book-value potentially greater and its revenue growth more reliable, by diversifying its technology and human resources across multiple global business sectors.
As of March 2023, management has expanded on the TBI program business model to include the possibility of acquiring technology companies that either participated in its technology incubation program, or companies that would enhance its ability to grow the TBI program. In either case, management’s goal is to increase the Company’s value by growing its balance sheet through meaningful acquisitions.
The Company generates revenues from its TBI participating companies that license social networking and/or ecommerce technology from the Company and charge them 5% of the revenue that is made from our tech platform. The Company also receives up to 15% or the securities in the TBI participating companies, when they reach a liquidity event such as an IPO or acquisition by another company. The percentage of securities that the Company receives from TBI companies is then valued at the time of their liquidity event, and finally added to the Company’s balance sheet in order to growth its long-term book-value.
The Company also develops and licenses decentralized applications (dApps) built on the Ethereum blockchain, that are sold to its clients that do not necessarily participate in the Company’s TBI program. The Company’s dApps are licensed to clients’ annually, and differ in pricing due to the customization, installation time, training, and blockchain related fees. Revenue generated from the Company’s dApps potentially range from thousands to tens of thousands of USD each year, per client.
The Company currently operates and supports the ongoing technology development of its platform, used by consumers and companies across 120 countries worldwide. The Company’s directors, executives, and niche industry business advisors support the growth of each TBI company in the Company’s program. Management’s goal is to increase the potential of each TBI company reaching a liquidity event, in the shortest time possible.
The Company’s technology platform and associated applications, features and functionality are comprised of proprietary software, code and know-how that are of key importance to its r business plan.
The Company spends a significant amount of time each year with its TBI company founders and their management teams, developing better business practices in its effort to increase the probability of their success and eventual liquidity events.
Sources and Availability of Products and Names of Principal Suppliers
The Company currently rely on certain key suppliers and vendors in the support and maintenance of its business model. Management mitigates the associated risks of these single-source vendor relationships by ensuring that the Company has access to additional qualified vendors and suppliers to provide like or complementary services.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Management’s Representation of Interim Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2022, filed with the SEC on March 22, 2023 as part of the Company’s Annual Report on Form 10-K.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash.
Cash and cash equivalents
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On March 31, 2023 and December 31, 2022, the Company’s cash equivalents totaled $
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.|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|Level 3:||Pricing inputs that are generally observable inputs and not corroborated by market data.|
The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of March 31, 2023 and December 31, 2022.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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.
December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act
that among other things, reduced corporate tax rates to
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
Recently issued accounting pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING CONCERN
Company’s financial statements have been prepared on a going concern basis, which assumes that it will be able to realize its assets
and discharge its liabilities and commitments in the normal course of business for the foreseeable future. As of March 31,2023, the Company
NOTE 4 – RELATED PARTY TRANSACTIONS
than as disclosed below, there has been no transaction,
|(a)||any director or executive officer of our company;|
|(b)||any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;|
any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of
acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and
any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.
The Company’s related party revenue for three months ended March 31, 2023 and 2022, were $ and $- -, respectively.
January 1, 2022 through December 31, 2022, Kenneth Tapp, from time-to-time, provided short-term interest free loans totaling $
NOTE 5 – STOCK WARRANTS
Company has not granted any warrants since 2020. Currently, the Company has
A summary of the status of the outstanding stock warrants is presented below:
SCHEDULE OF OUTSTANDING STOCK WARRANTS
|Range of Exercise Prices||Number
Remaining Contractual Life
NOTE 6 – COMMON STOCK
As of March 31, 2023 and December 31, 2022 there were common shares issued and outstanding.
Effective March 4, 2020, the Board authorized the issuance of Class B Common Stock Shares to Ken Tapp, the Company’s Chief Executive Officer, in return for his services as the Company’s Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million ( ) votes and have no equity, cash value or any other value.
On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation in Nevada to increase its authorized shares from to Shares and its Preferred Shares from to Shares.
March 28, 2021, the Company’s Board unanimously approved the issuance of fifty million (
On January 25, 2023, the Company’s Board unanimously approved the issuance of twenty-five million () Class B Shares to Ken Tapp, its Chief Executive Officer, which shares are equal to two billion five hundred million ( ) votes and otherwise have no equity, cash value or any other value.
As of March 31, 2023, the Company’s Chief Executive Officer controls approximately in excess of 98% of shareholder votes via its issuance of Class B Shares to Ken Tapp, thereby controlling over votes.
Class A Preferred Stock
As of March 31, 2023 and December 31, 2022, the Company had shares of preferred stock authorized with preferred shares outstanding.
On June 30, 2021, the Board unanimously approved the adoption of the Certificate for Series A Cumulative Convertible Preferred Stock (the “Certificate”), which Certificate was filed in Nevada on June 30, 2021 and became effective on July 6, 2021. The Stock Certificate, provides that, among other things, that each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares, and has liquidation rights over all other series of Preferred Stock.
Decentral Life, Inc. is referred to below as “we”, “our”, or “us”.
Risks Related to Our Business
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 our Form 10-K report dated December 31, 2022, our independent registered public accounting firm, BF 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 had an accumulated deficit of $32,846,734 at March 31, 2023, had a net loss of $53,208 from operations for the three months ended March 31, 2023. 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. Although we may be successful in obtaining financing and/or generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such funding will be achieved at a sufficient level or 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.
Litigation may adversely affect our business, financial condition, and results of operations
From time to time in the normal course of its business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our s operating results if changes to our business operations are required. The cost to defend such litigation may be significant and may require a diversion of resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. Insurance may be unavailable at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of the insurance coverage for any claims could have a material adverse effect on our business, results of operations, and financial condition.
We expect to incur substantial expenses to meet our reporting obligations as a public company.
We estimate that it will cost approximately $300,000 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 2022 and 2021 from licensing, event, and digital marketing revenues, respectively; the loss of the majority of our revenues in future periods will negatively affect our results of operations.
Because our Chief Executive Officer holds 75,000,000 votes, he can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors.
Our Chief Executive Officer beneficially owns approximately 98% of our outstanding voting stock, primarily through his ownership of Class B Common Stock Shares. which provides him with significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:
|●||to elect or defeat the election of our directors;|
|●||to amend or prevent amendment of our certificate of incorporation or by-laws;|
|●||to effect or prevent a merger, sale of assets or other corporate transaction; and|
|●||to control the outcome of any other matter submitted to our stockholders for a vote.|
This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
We face intense competition since many of our competitors have greater resources than we do.
We face significant competition with respect to our technology platform, including but not limited to Facebook and LinkedIn, which offer a variety of online digital and social networking technology offerings. As such, we expect tech competition to intensify further in the future, further subjecting us to competitive forces. Many of our competitors, including the competitors stated above, have greater capital resources, facilities and diversity of services and product lines, which will enable them to compete more effectively in this market. Competition may increase because of consolidation within the industry. We may be unable to differentiate our products and services from those of our competitors, or successfully develop and introduce new products and services that are less costly than, or superior to, those of our competitors, which could have a material adverse effect on our business, results of operations and financial condition.
We compete with other platforms for market share and for the time and attention of consumers. The proliferation of choices available to consumers for information and business connections has resulted in audience fragmentation and has negatively affected overall consumer demand. We also compete with digital publishers and other forms of media, including social media platforms, search platforms, portals, and digital marketing services. The competition we face has intensified because of the growing popularity of mobile devices, such as smartphones and social-media platforms, and the shift in consumer preference from print media to digital media for the delivery and consumption of content, including video content, websites or use our digital applications directly. Given the ever-growing and rapidly changing number of digital media options available on the Internet, we may be unable to increase our online traffic sufficiently and retain or grow a base of frequent visitors to our websites and applications on mobile devices. In addition, the ever-growing and rapidly changing number of digital media options available on the Internet may lead to technologies and alternatives that we are unable to offer.
The proliferation of new platforms available to advertisers may affect both the amount of advertising that we are able to sell as well as the rates advertisers are willing to pay. Our ability to compete successfully for advertising also depends on our ability to drive scale, engage digital audiences, and prove the value of our advertising and the effectiveness of our digital platforms, including the value of advertising adjacent to high quality content, and on our ability to use our brands to continue to offer advertisers unique, and multi-platform advertising programs. If we are unable to demonstrate to advertisers the continuing value of our digital platforms or offer advertisers unique advertising programs tied to our brands, business, financial condition, and results of operations may be adversely affected.
We will need substantial additional funding to continue our operations, which could result in dilution to our stockholders; we may be unable to raise capital when needed, if at all, which could cause us to have insufficient funds to pursue our operations, or to delay, reduce or eliminate our development of new programs or commercialization efforts.
We expect to incur additional costs associated with operating as a public company and to require substantial additional funding to continue to pursue our business and continue with our expansion plans. We may also encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may increase our capital needs and/or cause us to spend our cash resources faster than we expect. Accordingly, we expect that we will need to obtain substantial additional funding in order to continue our operations. To date, we have financed our operations entirely through equity investments by founders and other investors and the incurrence of debt, and we expect to continue to do so in the foreseeable future. Additional funding from those or other sources may not be available when or in the amounts needed, on acceptable terms, or at all. If we raise capital through the sale of equity, or securities convertible into equity, it will result in dilution to our existing stockholders, which could be significant depending on the price at which we may be able to sell our securities. If we raise additional capital through the incurrence of additional indebtedness, we will likely become subject to further covenants restricting our business activities, and holders of debt instruments may have rights and privileges senior to those of our equity investors. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate development of new programs or future marketing efforts. Any of these events could significantly harm our business, financial condition and prospects.
We must successfully maintain and/or upgrade our information technology systems.
We rely on various information technology systems to manage our operations, which subjects us to inherent costs and risks associated with maintaining, upgrading, replacing and changing these systems, including impairment of our information technology, potential disruption of our internal control systems, substantial capital expenditures, demands on management time and other risks of delays or difficulties in upgrading, transitioning to new systems or of integrating new systems into our current systems.
We do not have certain corporate governance matters in place such as an independent board of directors or nominating, audit, or compensation committees, there may be conflicts of interests and corporate governance related risks.
Our Board consists mostly of current executive officers and consultants, 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 officers serve on our Board of Directors, it will be difficult for the Board to fulfill its traditional role as overseeing management.
Additionally, we do not have a nominating, audit or compensation committee or any such committee comprised of independent directors. The Board performs these functions and no members of the Board 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.
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.
Security breaches and other disruptions could compromise the information that we maintain and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we may collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers and business partners, and personally identifiable information of our customers, in our data centers and on its networks. The secure processing, maintenance and transmission of this information is critical to our business strategy, information technology and infrastructure and we may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our network and the services and information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, and disruption to our operations and the services it provides to customers. This often results in a loss of confidence in our products and services, which could adversely affect our ability to earn revenues and competitive position and could have a material adverse effect on our business, results of operations, and financial condition.
We are subject to data privacy and security risks
Our business activities are subject to laws and regulations governing the collection, use, sharing, protection and retention of personal data, which continue to evolve and have implications for how such data is managed. In addition, the Federal Trade Commission (the “FTC”) continues to expand its application of general consumer protection laws to commercial data practices, including to the use of personal and profiling data from online users to deliver targeted Internet advertisements. Most states have also enacted legislation regulating data privacy and security, including laws requiring businesses to provide notice to state agencies and to individuals whose personally identifiable information has been disclosed as a result of a data breach.
Similar laws and regulations have been implemented in many of the other jurisdictions in which we operate, including the European Union. Recently, the European Union adopted the General Data Protection Regulation (“GDPR”), which is intended to provide a uniform set of rules for personal data processing throughout the European Union and to replace the existing Data Protection Directive (Directive 95/46/EC). Fully enforceable as of May 25, 2018, the GDPR expands the regulation of the collection, processing, use and security of personal data, contains stringent conditions for consent from data subjects, strengthens the rights of individuals, including the right to have personal data deleted upon request, continues to restrict the trans-border flow of such data, requires mandatory data breach reporting and notification, increases penalties for non-compliance and increases the enforcement powers of the data protection authorities. In response to such developments, industry participants in the U.S., and Europe have taken steps to increase compliance with relevant industry-level standards and practices, including the implementation of self-regulatory regimes for online behavioral advertising that impose obligations on participating companies, such as us, to give consumers a better understanding of advertisements that are customized based on their online behavior. We continue to monitor pending legislation and regulatory initiatives to ascertain relevance, analyze impact and develop strategic direction surrounding regulatory trends and developments, including any changes required in our data privacy and security compliance programs.
We may be unable to identify, purchase or integrate desirable acquisition targets, future acquisitions may be unsuccessful, and we may not realize the anticipated cost savings, revenue enhancements or other synergies from such acquisitions.
We plan to investigate and acquire strategic businesses with the potential to be accretive to earnings, increase our market penetration, brand strength and its market position or enhancement of our existing product and service offerings. There can be no assurance that we will identify or successfully complete transactions with suitable acquisition candidates in the future. Additionally, if we were to undertake a substantial acquisition, the acquisition may need to be financed in part through additional financing through public offerings or private placements of debt or equity securities or through other arrangements. There is no assurance that the necessary acquisition financing will be available to us on acceptable terms if and when required. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. We may also unknowingly inherit liabilities from acquired businesses or assets that arise after the acquisition and that are not adequately covered by indemnities. In addition, if an acquired business fails to meet our expectations, its operating results, business and financial position may suffer.
If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud; as a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results will likely be harmed. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information and materially harm our business, which would have a negative effect on our operations.
We may be unable to effectively manage our growth or improve our operational, financial, and management information systems, which could have a material adverse effect on our business, results of operations, and financial condition.
In the near term and contingent upon raising adequate funds or generate the needed revenue, we intend to expand our operations significantly to foster growth. Growth may place a significant strain on our business and administrative operations, finances, management and other resources, as follows:
|●||The need for continued development of financial and information management systems;|
|●||The need to manage strategic relationships and agreements with manufacturers, customers and partners; and|
|●||Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage the business.|
Should we fail to successfully manage growth could, our results of operations will be negatively affected.
If we fail to protect or develop our intellectual property, business, operations and financial condition could be adversely affected.
Any infringement or misappropriation of our intellectual property could damage its value and limit its ability to compete. We may have to engage in litigation to protect the rights to our intellectual property, which could result in significant litigation costs and require a significant amount of management time and attention. In addition, our ability to enforce and protect our intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those that we develop.
We may also find it necessary to bring infringement or other actions against third parties to seek to protect its intellectual property rights. Litigation of this nature, even if successful, is often expensive and time-consuming to prosecute and there can be no assurance that we will have the financial or other resources to enforce its rights or prevent other parties from developing similar technology or designing around our intellectual property.
Our trade secrets may be difficult to protect.
Our success depends upon the skills, knowledge, and experience of our technical personnel, consultants and advisors. Because we operate in several highly competitive industries, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers, and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third party’s confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property.
These confidentiality, inventions and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case will be unable to prevent the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and was using our trade secrets could be difficult, expensive and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could have a material adverse effect on our business, results of operations, and financial condition.
The consideration being paid to our management is not based on arms-length negotiation.
The compensation and other consideration we have paid or will be paid to our management has not been determined based on arm’s length negotiations. While management believes that the consideration is fair for the work being performed, we cannot assure that our consideration to management reflects the true market value of their services.
There are risks associated with the proposed expansion of our business.
Any expansion plans that we undertake to increase or expand our operations entail risks, which may negatively impact our potential profitability. Consequently, investors must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to us at that time, and (ii) management of such expanded operations may divert management’s attention and resources away from its existing operations, any of which factors could have a material adverse effect on our business, results of operations, and financial condition. We cannot assure investors that our products, services, or controls will be adequate to support the anticipated growth of our operations.
Our business and operations and that of the businesses that we may acquire interests in may experience rapid growth; if we fail to manage our growth, our business and operating results could be negatively impacted.
We or the companies from which we may acquire interests from may experience rapid growth in our operations, which may place significant demands on our and those acquired companies’ management, operational and financial infrastructure. If the companies from which we intend to acquire interests do not manage growth, the quality of their products and/or services could materially suffer, which could negatively affect our brand and operating results and that of the companies we intend to acquire interests of. To manage this growth, we and those acquired companies will need to continue to improve operational, financial and management controls and reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures and allocation of valuable management resources. If the improvements are not implemented successfully, our and those companies’ ability to manage growth will be impaired causing significant additional expenditures.
Acquiring interests in other companies could result in operating difficulties, dilution and other harmful consequences.
We do not have direct experience in acquiring interests of companies. which acquisitions if completed will be material to our financial condition and results of operations and may create material risks, including:
|●||need to implement or remediate controls, procedures and policies|
|●||diversion of management’s time and focus from operating our business to acquisition integration challenges|
|●||need to integrate each company’s accounting, management information, human resource and other administrative systems for effective management.|
Should we be unsuccessful in the above integration aspects, the anticipated benefit of our acquiring interests in other companies may not materialize. Future acquisitions or dispositions will likely result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition. Future acquisitions may require us to obtain additional equity or debt financing, which may be unavailable on favorable terms or at all.
COVID-19 RELATED RISKS
The outbreak of the coronavirus may negatively impact our business, results of operations and financial condition.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and could adversely affect our business, results of operations and financial condition.
The outbreak of the COVID-19 may adversely affect our customers or subscribers and have an adverse effect on our results of operations.
Further, the risks described above could also adversely affect our potential licensee’s financial condition, resulting in reduced spending by our licensee to pay us our license fees. Risks related to an epidemic, pandemic, or other health crisis, such as COVID-19, could negatively impact the results of operations of one or more of our l licensees or potential licensee operations. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our licensees and our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations.
Certain historical data regarding our business, results of operations, financial condition and liquidity does not reflect the impact of the COVID-19 pandemic and related containment measures and therefore does not purport to be representative of our future performance
The information included in our Annual report on Form 10-K for our fiscal year ended December 31, 2022 and our other reports filed with the SEC, including this Form 10-Q, includes information regarding our business, results of operations, financial condition and liquidity as of dates and for periods before and during the impact of the COVID-19 pandemic and related containment measures (including quarantines and governmental orders requiring the closure of certain businesses, limiting travel, requiring that individuals stay at home or shelter in place and closing borders). Therefore, certain historical information therefore does not reflect the adverse impacts of the COVID-19 pandemic and the related containment measures. Accordingly, investors are cautioned not to unduly rely on such historical information regarding our business, results of operations, financial condition or liquidity, as that data does not reflect the adverse impact of the COVID-19 pandemic and therefore does not purport to be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, or our business.
THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED ABOVE AND BELOW.
RISKS RELATED TO OUR SECURITIES
An investment in our securities is highly speculative.-
Our tokens, common and preferred shares 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. Before purchasing any of our securities, 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 tokens and common stock could decline at any time, and you may lose all or part of your investment.
There is no active public trading market for our tokens and an active market may never develop.
Our WDLF tokens and preferred stock is not quoted on any trading medium. 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 attempt to sell their securities. 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.
You will experience future dilution as a result of future equity offerings.
We may in the future offer additional securities. . Although no assurances can be given that we will consummate new financing, in the event we do, or in the event we sell shares of preferred or common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution will likely occur. In addition, investors purchasing shares or other securities in the future could have rights superior to investors in prior offerings. Subsequent offerings at a lower price, often referred to as a “down round,” could result in additional dilution.
Future issuances of debt securities, which would rank senior to our common stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which would rank senior to our common stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our common stock.
In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our common stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred securities in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our common stock.
External economic factors may have a material adverse impact on our business prospects.
Success can also be affected significantly by changes in local, regional and national economic conditions. Factors such as inflation, labor, energy, real estate costs, the availability and cost of suitable employees, fluctuating interest rates, state and local laws and regulations and licensing requirements and increased competition can also adversely affect us.
The market price of our Common Stock may fluctuate significantly in the future.
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;|
|●||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.
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 will be in the over-the-counter market, which is commonly referred to as the OTC Markets, 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 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.
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.
If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.
Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This document contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward- looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
We are a Nevada corporation formed on August 30, 1985. Our headquarters are in Englewood, Colorado. We have been engaged in our current business model since June of 2016, as a result of our having been discharged from a receivership and acquiring Life Marketing, Inc., which was in a different industry as our previous business.
We have experienced recurring losses and negative cash flows from operations since inception, including in our current business model. We anticipate that our expenses will increase as we ramp up our expansion, which likely will lead to additional losses, until such time that we approach profitability, or which there are no assurances. We have relied on equity and debt financing to fund operations to-date. There can be no guarantee that we will ever become profitable, or that adequate additional financing will be realized in the future or otherwise may be available to us on acceptable terms, or at all. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our expansion efforts. We will need to generate significant revenues to achieve profitability, of which there are no assurances.
Trends and Uncertainties
Our business is subject to the trends and uncertainties associated with expansion of niche industry social networks and ecommerce solutions are increasing in popularity and availability. At some point, industry saturation of technology solutions that we provide to, and support for TBI participant tech startup companies will make it more difficult for our business model to expand. This will force us to innovate new technology solutions, which will undoubtedly cost more money to fund.
The accompanying 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 had an accumulated deficit of $32,846,734 at March 31, 2023, had a net loss of $53,208 for the three months ended March 31, 2023. 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. While we believe that we will be successful generating revenue to fund our operations, meet regulatory requirements and achieve commercial goals, there are no assurances that we will succeed in our future operations.
We will attempt to overcome the going concern opinion by increasing our TBI licensing to additional tech company startups, thereby increasing our revenues, which will increase our expenses and lead to possible net losses. There is no assurance that we will ever be profitable.
COMPARATIVE RESULTS FOR FISCAL YEARS
Performance - Results of Operations for the three month periods ended March 31, 2023 and 2022
For the three months ended March 31, 2023, we recognized $142,775 in revenues, compared to $-0-in revenue from licensing during the three months ended March 31, 2023. The $142,775 increase in revenue is primarily attributable to the sale of new digital asset platforms, the addition of one new TBI client licensee, and revenue share from the existing TBI licensees.
Cost of Revenue
Cost of revenue was $16,177 and $-0- ended March 31, 2023 and 2022 respectively.
For the three months ended March 31, 2023, we recorded $179,816 in operating expenses compared to $50,299 in operating expenses for the three months ended March 31, 2022, a material increase of $129,517. The increase is primarily attributable to an increase of approximately $88,500 in legal and professional fees in the 2023 period compared to the 2022 period. Additionally there were increase in numerous expense categories consistent with our higher levels of activity.
During the three months ended March 31, 2023, we generated $11 of other income compared to $-0- of other income in the three months ended March 31, 2022. The amount was attributable to interest earned during the period.
Net Profit (Loss)
As a result of the foregoing, we generated a loss from operations of $53,208 during the three months ended March 31, 2023, compared to a loss of $50,299 during the three months ended March 31, 2022.
Liquidity and Capital Resources
Cash Flows from Operating Activities
Net cash provided by operating activities was $88,797 for the three months ended March 31, 2023, compared to $7,248 in net cash used during the three months ended March 31, 2022. The material increase in net cash provided during the 2023 period is primarily attributable to increased collections on accounts receivable of $99,674 in the 2023 period compared to the comparable period in 2022
Cash Flows from Financing Activities
Net cash used in financing activities was $119,000 during the three months ended March 31, 2023, compared to $6,700 provided by financing activities during the three months ended March 31, 2022. The reduction in cash provided by financing activities is attributable to payments of $119,000 against related party loans in the 2023 period, compared to proceeds of $6,700 during comparable period in 2022.
Off-Balance Sheet Arrangements
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
ITEM 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our report as of the end of the period covered by this report. This is because we have not sufficiently developed our segregation of duties nor have we established an audit committee.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ending March 31, 2023 and during our fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. 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 involved in the following legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
Peak One Opportunity Fund, L.P.
On April 9, 2021, we commenced legal action in the United States District Court for the Southern District of Florida against Peak One Opportunity Fund, L.P. (“Peak One”) and Jason Goldstein (“Goldstein”), alleging, among other things, that Peak One is acting as an unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, therefore, certain debentures and warrants entered into by and between us and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to us pursuant to Section 29(b) of the Act.
On June 11, 2021, Peak One and Goldstein filed a motion to dismiss our complaint, which the Court subsequently granted on June 28, 2021, on procedural grounds, and without prejudice, and closed the action for administrative purposes.
On July 2, 2021, we filed an amended complaint against Peak One, Goldstein, Peak One Investments, LLC (“Peak Investments”, and together with Peak One and Goldstein, the “Peak Parties”) and J.H. Darbie & Co. (“Darbie”), along with a motion to reopen the action, alleging, among other things, that the Peak Parties are acting as unregistered dealers in violation of Section 15(a) of the Act.
On July 8, 2021, the Court denied our motion to reopen the action, without prejudice, as the amended complaint contravened the Eleventh Circuit’s prohibition against “shotgun” pleadings.
On July 22, 2021, we filed a motion for clarification and/or for leave to file its second amended complaint.
On August 5, 2021, Peak One and Goldstein filed an opposition to our motion for leave to file a second amended complaint and, further, moved for sanctions pursuant to 28 U.S.C. § 1927.
We intend to litigate the causes of action asserted in the amended complaint against the Peak Parties and Darbie, including but not limited to Peak One is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the debentures and warrants entered into by and between us and Peak One declared void ab initio and, further, that Peak One is liable to us for recessionary damages to us pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.
LGH Investments, LLC
On April 19, 2021, we commenced legal action in the United States District Court for the Southern District of California against LGH Investments, LLC (“LGH”) and Lucas Hoppel (“Hoppel”) alleging, among other things, that LGH is acting as unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the “Act”) and, therefore, certain convertible promissory notes and share purchase agreements entered into by and between us and Peak One should be declared void ab initio and, further, that Peak One is liable for recessionary damages to us pursuant to Section 29(b) of the Act.
On June 25, 2021, LGH and Hoppel filed a motion to dismiss our complaint.
On July 8, 2021, we filed a motion for extension of time to respond to LGH and Hoppel’s motion to dismiss our complaint. The Court granted our motion for an extension of time on July 13, 2021.
On July 16, 2021, we filed our first amended complaint against LGH, Hoppel, and J.H. Darbie (“Darbie”) alleging, among other things, that LGH is acting as unregistered dealers in violation of Section 15(a) of the Act.
In turn, on July 23, 2021, the Court denied LGH and Hoppel’s motion to dismiss as moot.
We intend to litigate the causes of action asserted in the amended complaint against LGH, Hoppel, and Darbie, including but not limited to LGH is acting as an unregistered dealer in violation of Section 15(a) of the Act and, therefore, we are entitled to have the convertible promissory notes and share purchase agreements entered into by and between us and Peak One declared void ab initio and, further, that LGH is liable to us for recessionary damages to us pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers.
We know of no material pending legal proceedings to which we or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
ITEM 3. Defaults Upon Senior Securities
ITEM 4. Mine Safety Disclosures.
ITEM 5. Other information
ITEM 6. Exhibits.
|31.1||Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002|
|31.2||Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002|
|32.1||Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
|32.2||Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
|101.INS||Inline XBRL Instance Document|
|101.SCH||Inline XBRL Taxonomy Extension Schema Document|
|101.CAL||Inline XBRL Taxonomy Extension Calculation Linkbase Document|
|101.LAB||Inline XBRL Taxonomy Extension Label Linkbase Document|
|101.PRE||Inline XBRL Taxonomy Extension Presentation Linkbase Document|
|101.DEF||Inline XBRL Taxonomy Extension Definition Linkbase Document|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 3, 2023
|DECENTRAL LIFE, INC.|
|By:||/s/ Ken Tapp|
|Chief Executive Officer|
|(Principal Executive Officer & Chief Executive Officer)|
|By:||/s/ Ken Tapp|
|Chief Financial Officer|
|(Chief Financial Officer/Chief Accounting Officer)|