PART II

EXPLANATORY NOTE

This Amendment to Form 1-A/A is being filed by Life Clips, Inc. solely for the purpose of amending and providing Exhibit 12.1. Accordingly, this Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the amended exhibit. The Offering Circular is unchanged and has therefore been omitted.

PART III — EXHIBITS

**Filed herewith

*Incorporated herein by reference

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on July 19, 2021.

This offering statement has been signed by the following persons in the capacities and on the dates indicated below:

Exhibit 12.1

July 19, 2021

Board of Directors

Life Clips, Inc.

18851 NE 29^th Ave., Suite 700

Aventura, FL 33180

Ladies and Gentlemen:

We are acting as counsel to Life Clips, Inc., a Wyoming corporation (“Life Clips”), for the purpose of rendering an opinion as to the legality of the shares of Life Clips’ common stock (the “Shares”), to be offered and distributed by Life Clips pursuant to an offering statement to be filed under Regulation A of the Securities Act of 1933, as amended, by Life Clips, with the U.S. Securities and Exchange Commission (the “SEC”) on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

The offering statement, and pre-qualification amendments, cover the contemplated sale of up to $5,000,000 in Shares of its Common Stock at a price of $.005-$.02 per share.

In connection with the opinion contained herein, we have examined the offering statement, as well as pre-qualification amendments, the certificate of incorporation (as amended) and bylaws, the resolutions of the Life Clips’ board of directors and stockholders, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the entirety of the Shares being sold pursuant to the offering statement are duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid, and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement and to the reference to our firm under the caption “Legal Matters” in the offering circular. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.