Filed 2023-03-22 · Period ending 2022-12-31 · 28,617 words · SEC EDGAR
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# Decentral Life, Inc. (WDLF) — 10-K **Filed:** 2023-03-22 **Period ending:** 2022-12-31 **Accession:** 0001493152-23-008558 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1281984/000149315223008558/) **Origin leaf:** ac67e43c5919bd1c21d689872d4992575ac27684829efceff9edfb86c630e81a **Words:** 28,617 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) ** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the fiscal year ended: **December 31, 2022** or ** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the transition period from ____________ to ____________ **Commission File No: 333-222709** **Decentral Life, Inc.** (Exact name of registrant as specified in its charter) | Nevada | | 46-0495298 | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification No.) | | 6400 S. Fiddlers Green Circle Greenwood Village, Colorado 80111 (Address of principal executive office, including zip code) **(855) 933-3277** (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: **Common Stock, $0.001 par value per share** Name of exchange on which registered: **Not Applicable** Securities registered pursuant to Section 12(g) of the Act: **None** Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No 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 | Non-accelerated filer | Smaller Reporting Company | | | | | | Emerging Growth Company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of June 30, 2022 ($0.0014 per share), the last business day of the registrants most recently completed second fiscal quarter, was $10,341,662. The Company has 7,394,792,892 common stock shares outstanding as of March 22, 2023. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). **Not Applicable** | | | **TABLE OF CONTENTS** | PART I | 1 | | | ITEM 1. BUSINESS | 1 | | | ITEM 1A. RISK FACTORS | 4 | | | ITEM 2. PROPERTIES | 14 | | | ITEM 3. LEGAL PROCEEDINGS | 14 | | | ITEM 4. MINE SAFETY DISCLOSURES | 14 | | | PART II | 15 | | | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 15 | | | ITEM 6. SELECTED FINANCIAL DATA | 16 | | | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 16 | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 17 | | | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 18 | | | ITEM 9A. CONTROLS AND PROCEDURES | 18 | | | ITEM 9B. OTHER INFORMATION | 19 | | | PART III | 19 | | | ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 19 | | | ITEM 11. EXECUTIVE COMPENSATION | 24 | | | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 26 | | | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 26 | | | ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 27 | | | PART IV | 28 | | | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 28 | | | i | | **PART I** **ITEM 1. BUSINESS** **Forward-Looking Statements** This annual report 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, products or developments; future economic conditions or performance; any statements or belief; and any statements or 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 annual report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future changes make it clear that any projected results or events expressed or implied therein will not be realized. We advise you, however, to consult further disclosures we make in future public filings with the Securities and Exchange Commission and in public statements and press releases. Forward-looking statements in this annual report include express or implied statements concerning our future revenues, expenditures, capital and funding requirements; the adequacy of our current cash; and working capital to fund present and planned operations and financing needs; and future economic and other conditions. These statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements due to a number of factors including, but not limited to, those set forth below in the section entitled Risk Factors in this annual report, which you should carefully read. Given those risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements. As such, you should carefully consider and accept any and all of the risks associated with purchasing our securities, including the possible loss of your entire investment. Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all references to common shares or common stock shares refer to restricted common stock shares. As used in this annual report on Form 10-K, the terms we, us our or the Company or Decentral Life refer to Decentral Life, Inc., a Nevada corporation. **Corporate Overview Organization, Corporate Changes, Business Model, Revenue Generation** **Organization** We launched the Company in January of 2013 and took it public through a reverse merger in June of 2016 in an effort to expand our business model as a technology business incubator (TBI). Our goal is to become the largest and most valuable market capitalized TBI in the world. Our unique business model makes it easier for individual private and public investors to participate in the growth prospects of each company that participate in our TBI program. Our Technology Business Incubator program provides tech company founders with the option to license our technology from us and receive assistance in growing their business through our executive knowledge and leadership. We make it easier for start-up founders to focus on raising capital, proving their business model, and fostering company growth and expansion. Our 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 NFTs and token securities used throughout the niche social platforms that we license to the companies in our TBI program. In August of 2021, we 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 divisions first successful project was the development and launching of the WDLF security token in Q3 of 2021. Since then, we have launched and licensed Decentralized Apps that aid companies to launch and manage their own security token offering (STO). Throughout 2022, we have launched smart contracts on the Ethereum blockchain. Our goal is to build a decentralized global technology platform, through the mining and security token offering of our WDLF token. Our WDLF Ethereum tokens (ERC20) are mined by the users of our technology platform that is licensed by companies in our 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 companys technology platform, or niche social networking marketplace. **Corporate Changes** On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changing our name to Sew Cal Logo, Inc., and moved our domicile from California to Nevada, at which time our common stock became traded under the ticker symbol SEWC. In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevadas 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the Receivership). On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the Agreement) with the buyer, Life Marketing, Inc., a Colorado corporation (the Buyer), its subsidiaries and holdings, and all of the Buyers 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 119,473,334 common stock shares were issued to the Companys officers. On April 11th, 2016, we changed our name to Social Life Network, Inc. and changed our ticker symbol from SEWC to WDLF. | 1 | | On September 20, 2018, the Company incorporated MjLink.com, Inc. (MjLink), a Delaware Corporation. On February 1, 2020, MjLink. filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28, 2020. On January 1, 2021, the Company ceased operating MjLink as a division; MjLink continued operations as an independent company, in return for MjLink issuing the Company 15.17% of MjLinks. outstanding Class A common stock shares. On March 4, 2020, the Companys Board of Directors (the Board) increased its number of authorized shares of Common Stock from 500,000,000 to 2,500,000,000 Common Stock Shares pursuant to an amendment to its Articles of Incorporation with the state of Nevada, and additionally submitted to Nevada the Companys Certificate of Designation of Preferences, Rights and Limitations of its Class B Shares, providing that each Class B Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Shares only have voting power and have no equity, cash value, or any other value. Effective March 4, 2020, our Board unanimously approved the issuance of 25,000,000 Class B Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (Amended Articles) in Nevada to increase its authorized shares from 2,500,000,000 to 10,000,000,000 Shares and our Preferred Shares from 100,000,000 to 300,000,000 Shares. Additionally, the Amended Articles authorized the Company from May 8, 2020 and continuing until June 30, 2021, as determined by its Board in its sole discretion, to effect a Reverse Stock Split of not less than 1 share for every 5,000 shares and no more than 1 share for every 25,000 shares (the Reverse Stock Split). On December 11th, 2020, the Company filed a Form 8-K stating that the Company would not be executing the Reverse Stock Split, which Reverse Stock Split expired on March 31st, 2021, pursuant to the May 8, 2020, Amended Articles described immediately above. Effective March 28, 2021, our Board unanimously approved the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. On June 30, 2021, our 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, our Board unanimously approved the issuance of twenty-five million (25,000,000) Class B Shares to Ken Tapp, our Chief Executive Officer, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. As of the date of this filing, our Chief Executive Officer controls over 10,000,000,000 votes via his issuance of an aggregate of 100,000,000 Class B Shares. On February 2, 2023, FINRA approved our name change from Social Life Network, Inc. to Decentral Life, Inc. | 2 | | **Business Model** We are a Technology Business Incubator (TBI), which operates through individual SaaS (software as a service) licensing agreements with our TBI participating companies and provides each TBI company with the use of our technology platform to run their own social networking and ecommerce company. Using our technology platform and leveraging the executive leadership that we provide each TBI company, their executives find it easier to focus on growing their business faster, and ultimately reaching a liquidity event such as an initial public offering or an acquisition. As of first quarter 2023, the following industry specific companies participate and operate in our TBI program: the Hunting, Fishing, Camping, RV Travel, Motor Racing, Racket Sports, Boating, E-biking, Cycling, Golfing, Cannabis, Hemp, Space Exploration, Soccer, Transportation, Blockchain, AI, and Residential Real Estate sectors. TBI participating companies give us revenue, and a stake in their company as detailed below. This business model makes our long-term book-value greater, and our revenue growth more reliable, by diversifying our technology and human resources across multiple global business sectors. **Revenue Generation** We generate revenues from our TBI participating companies that license social networking and/or ecommerce technology from us and charge them 5% of the revenue that is made from our tech platform. Additionally, we receive up to 15% or their securities when they reach a liquidity event if they participate in our TBI program. We also develop and license decentralized applications (dApps) built on the Ethereum blockchain, that are sold to our clients that do not necessarily participate in our TBI program. Our dApps are licensed to clients annually, and differ in pricing due to the customization, installation time, training, and blockchain related fees. Revenue generated from our dApps can range from thousands to tens of thousands of USD each year, per client. **Global Operations** We currently operate and support the ongoing technology development of our platform, used by consumers and companies across 120 countries worldwide. Our directors, executives, and niche industry business advisors support the growth of each TBI company in our program. Managements goal is to increase the potential of each TBI company reaching a liquidity event, in the shortest time possible. **Intellectual Property** Our technology platform and associated applications, features and functionality are comprised of proprietary software, code and know-how that are of key importance to our business plan. **Better Practices** We spend a significant amount of time each year with our TBI startup founders and their management teams, developing better business practices in our effort to increase the probability of their success and eventual liquidity events. **Sources and Availability of Products and Names of Principal Suppliers** We currently rely on certain key suppliers and vendors in the support and maintenance of our business model. Management mitigates the associated risks of these single-source vendor relationships by ensuring that we have access to additional qualified vendors and suppliers to provide like or complementary services. | 3 | | **Dependence on One or a Few Major TBI Licensees** We are not dependent upon one or a few major TBI program licensees and we do not expect to have any significant attrition of TBI licensees. We depend on our own managements ability to work with our existing and future TBI licensees to help them succeed with their own business model. **Government Regulation** Government regulation is of significant concern for our business. Our management believes it currently possesses all requisite authority to conduct our business successfully while abiding by government regulations. **Cost and Effects of Compliance with Environmental Laws** Our operations are not subject to federal, state or local environmental regulations. **Seasonality of Business** We do not have a seasonal business cycle. **Patents and Intellectual Property/Trademarks/Licenses/Franchises** We do not currently own any patents and have no intention of applying for patents. **Raw Materials** We do not use raw materials in our business. **ITEM 1A. RISK FACTORS** An investment in our securities is highly speculative and should be purchased only by persons who can afford to lose their entire investment. Before purchasing any of our securities, 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 your investment. You should carefully consider the risks described below and the other information in this annual report before in investing in our common stock. **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 their 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 $32,793,526 at December 31, 2022. This factor raises 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. | 4 | | **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 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. **Should we experience material decreases in our licensing and digital marketing revenues, our results of operations will be negatively impacted.** 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 57.5% of our outstanding voting stock, 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 57.5% 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 because many of our competitors have greater resources than we do.** We face significant competition with respect to our social networking 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 and we will be subject to competition. 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 a respective 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. | 5 | | 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 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 be unavailable 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**.** | 6 | | **Because 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 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, 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. 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 attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee and hiring/retaining 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. | 7 | | **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 services and the 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. | 8 | | **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 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 partys confidential information developed by the receiving party or made known to the receiving party by us during the course of the receiving partys relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services 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. | 9 | | **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 arms length negotiations. While management believes that the consideration is fair for the work being performed, we cannot assure that the consideration to management reflects the true market value of its 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 managements 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 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 their respective 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 managements time and focus from operating our business to acquisition integration challenges | | | | | retaining employees | | | | | need to integrate each companys 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. | 10 | | **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 licensees financial condition, resulting in reduced spending by our licensee to pay us our license fees. Risks related to an epidemic, pandemic, or other health crisis, such as COVID-19, could negatively impact the results of operations of one or more of our l licensees or potential licensee operations. The ultimate extent of the impact of any epidemic, pandemic or other health crisis on our licensees and our business, financial condition and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of such epidemic, pandemic or other health crisis and actions taken to contain or prevent their further spread, among others. These and other potential impacts of an epidemic, pandemic, or other health crisis, such as COVID-19, could therefore materially and adversely affect our business, financial condition, and results of operations. **Certain historical data regarding our business, results of operations, financial condition and liquidity does not reflect the impact of the COVID-19 pandemic and related containment measures and therefore does not purport to be representative of our future performance** The information included in this Annual report on Form 10-K and our other reports filed with the SEC includes information regarding our business, results of operations, financial condition and liquidity as of dates and for periods before and during the impact of the COVID-19 pandemic and related containment measures (including quarantines and governmental orders requiring the closure of certain businesses, limiting travel, requiring that individuals stay at home or shelter in place and closing borders). Therefore, certain historical information 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. **During 2021, we experienced material decreases in our revenues due to Covid-19** During 2021, we experienced material decreases in our revenues and results of operations due to Covid-19 when comparing our 2020 results to our 2021 financial results. Should this downward Covid-19 related trend continue, our revenues and results of operations will continue to be materially and negatively impacted. **THE OUTBREAK OF COVID-19 HAS RESULTED IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE AND COULD EXPONENTIALLY INCREASE THE RISK FACTORS DESCRIBED ABOVE AND BELOW.** | 11 | | **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 preferred stock 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 in our company. 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 and/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; | | | | | | | | | | 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. | 12 | | **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 persons 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 persons 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. | 13 | | **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. **Cautionary Note** 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. PROPERTIES** Our executive and administrative office is located at 6400 S. Fiddlers Green Circle, Greenwood Village, Colorado 80111 and is adequate for our purposes. **ITEM 3. 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 Circuits 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. On February 27, 2023, we filed Plaintiffs Objection to Magistrates Report and Recommendation. 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 the Company pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers. **LGH Investments, LLC** On April 19, 2021, we commenced legal action in the United States District Court for the Southern District of California against LGH Investments, LLC (LGH) and Lucas Hoppel (Hoppel) alleging, among other things, that LGH is acting as unregistered dealer in violation of Section 15(a) of the Securities Exchange Act of 1934 (the Act) and, therefore, certain convertible promissory notes and share purchase agreements entered into by and between the Company and Peak One should be declared void *ab initio* and, further, that Peak One is liable for recessionary damages to the Company pursuant to Section 29(b) of the Act. On June 25, 2021, LGH and Hoppel filed a motion to dismiss our complaint. On July 8, 2021, we filed a motion for extension of time to respond to LGH and Hoppels 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 Hoppels motion to dismiss as moot. On February 8, 2023, the 9Th Circuit granted our motion to take judicial notice on Californias legislative history/documents dealing with Usury. We intend to litigate the causes of action asserted in the amended complaint against LGH, Hoppel, and Darbie, including but not limited to LGH acting as an unregistered dealer in violation of Section 15(a) of the Act which upon a favorable judgement would entitle us 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, make LGH liable to the Company for recessionary damages to the Company pursuant to Section 29(b) of the Act. We contend that the foregoing arguments are brought in good faith, particularly in light of recent SEC enforcement actions against other unregistered dealers. 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 4. MINE SAFETY DISCLOSURES** Not applicable. | 14 | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market information** Our common stock is not traded on any exchange but is currently available for trading in the over-the-counter market and is quoted on the OTC Markets under the symbol WDLF Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a companys operations or business prospects. The SEC also has rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customers confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Bulletin Board. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. | Quarter Ended | | High Bid | | | Low Bid | | | | December 31, 2022 | | $ | 0.0032 | | | $ | 0.0017 | | | | September 30, 2022 | | $ | 0.0033 | | | $ | 0.0013 | | | | June 30, 2022 | | $ | 0.0025 | | | $ | 0.0012 | | | | March 31, 2022 | | $ | 0.0047 | | | $ | 0.0017 | | | | December 31, 2021 | | $ | 0.0048 | | | $ | 0.0018 | | | | September 30, 2021 | | $ | 0.0079 | | | $ | 0.0029 | | | | June 30, 2021 | | $ | 0.0213 | | | $ | 0.0056 | | | | March 31, 2021 | | $ | 0.0355 | | | $ | 0.0019 | | | On March 17, 2023, the closing price of our common stock as reported by the OTC Markets Group was $0.0013 per share. **Transfer Agent** The transfer agent and registrar for our Common Stock is ClearTrust, LLC. , 16540 Pointe Village Dr. Suite 205, Lutz, FL 33558; Phone number: (813) 235-4490 **Holders of Common Stock** As of March 17, 2023, there were 162 holders of record of our common stock and 7,394,792,892 shares of our common stock issued and outstanding. | 15 | | **Dividends** We have never declared or paid dividends. We do not intend to pay cash dividends on our common stock for the foreseeable future, but currently intend to retain any future earnings to fund the development and growth of our business. The payment of dividends if any, on our common stock will rest solely within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements, financial condition, and other relevant factors. **ITEM 6. SELECTED FINANCIAL DATA** Not applicable. **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Annual Report on Form10-K. **Overview** We are a Nevada corporation formed on August 30, 1985. Our headquarters are in Greenwood Village, 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 our company to innovate new technology solutions leading to additional funding costs. **Going Concern** 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 $32,793,526 at December 31, 2022. This factor raises 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. | 16 | | 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. **COMPARATIVE RESULTS FOR FISCAL YEARS** **Results of Operations for the 12-month periods ended December 31, 2022 and 2021** *Revenues* For the year ended December 31, 2022, we recognized $944,413 in revenues, compared to $292,139 in revenue from licensing during the year ended December 31, 2021. The $652,274 increase in revenue is primarily attributable to the sale of seven 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 $48,217 for the year ended December 31, 2022 and $22,611 for the year ended December 31, 2021. The increase is attributable to higher revenue levels. *Operating Expenses* For the year ended December 31, 2022, we recorded $260,221 in operating expenses compared to $654,128 in operating expenses for the year ended December 31, 2021, a material decrease of $393,307. The decrease is attributable to a reduction in 2022 in all expense categories including a reduction of $52,681 in compensation expense, a reduction of $6,782 in sales and marketing expense, and a reduction of $334,444 in general and administrative expense. *Other income* During the year ended December 31, 2022 and 2021, we generated $91,411 of other income and ($1,707,087) of other expense, respectively. The key contributing factor in the 2022 period being the $41,111 PPP loan forgiveness, and other income of $50,000 due to the reversal of an accrual. The loss in the 2021 period is attributable to the loss of $1,551,768 on the extinguishment of debt, and other expense of $155,319. *Net Profit (Loss)* As a result of the foregoing we generated a profit from continuing operation $727,386 in net income during the year ended December, 2022, compared to a loss of $2,091,687 during the year ended December 31, 2021. For the year ended December 31, 2022 we had $-0- in net loss from discontinued operations compared to $27,700 during the year ended December 31, 2021. **Liquidity and Capital Resources** *Cash Flows from Operating Activities* Net cash provided by operating activities was $395,986 for the year ended December 31, 2022 compared to $312,867 in net cash used during the year ended December 31, 2021. The material increase in net cash provided during the 2022 period is primarily attributable to an improvement in profitability during the 2022 period. *Cash Flows from Financing Activities* Net cash used in financing activities was $197,452 during the year ended December 31, 2022 compared to $313,450 provided by financing activities during the year ended December 31 2021. The reduction in cash provided by financing activities is attributable to our raising $100,000 from the sale of common stock in the 2021 period compared to zero in the 2022 period and our CEO advancing $213,450 in related party loans in the 2021 period, compared to a repayment of $197,452 of those loans during the 2022 period. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** Not applicable. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** | 17 | | **** **SOCIAL LIFE NETWORK, INC.** **INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm | F-2 | | | | | | | Condensed Balance Sheets as of December 31, 2022 and December 31, 2021 | F-3 | | | | | | | Unaudited Condensed Statements of Operations for the Years Ended December 31, 2022, and December 31, 2021 | F-4 | | | | | | | Unaudited Condensed Statements of Changes in Stockholders Equity (Deficit) for the Years Ended December 31, 2022 and December 31, 2021 | F-5 | | | | | | | Unaudited Condensed Statements of Cash Flows for the Years Ended December 31, 2022, and December 31, 2021 | F-6 | | | | | | | Notes to Unaudited Condensed Financial Statements | F-7 | | | F-1 | | **Report of Independent Registered Public Accounting Firm** To the shareholders and the board of directors of Decentral Life, Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Decentral Life, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. **Substantial Doubt about the Companys Ability to Continue as a Going Concern** 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 has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. **Critical Audit Matter** Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. **/S/ BF Borgers CPA PC (PCAOB ID 5041)** We have served as the Companys auditor since 2017 Lakewood, CO March 20, 2023 | F-2 | | **DECENTRAL LIFE, INC.** **BALANCE SHEETS** | | | December 31, | | | December 31, | | | | | | 2022 | | | 2021 | | | | ASSETS | | | | | | | | | | | Current Assets: | | | | | | | | | | | Cash | | $ | 199,310 | | | $ | 776 | | | | Accounts receivable related party | | | 628,238 | | | | 408,000 | | | | Security deposits | | | 18,118 | | | | - | | | | Total current assets | | | 845,666 | | | | 408,776 | | | | Total Assets | | $ | 845,666 | | | $ | 408,776 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 720 | | | $ | 52,353 | | | | Total Current Liabilities | | | 720 | | | | 52,353 | | | | Loans payable related party | | | 129,673 | | | | 327,125 | | | | SBA loan | | | 121,700 | | | | 163,111 | | | | Total Liabilities | | | 252,093 | | | | 542,589 | | | | | | | | | | | | | | | Stockholders Equity (Deficit): | | | | | | | | | | | Common Stock par value $0.001 10,000,000,000 shares authorized, 7,394,792,892and 7,675,367,567 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | | | 7,394,793 | | | | 7,675,368 | | | | Additional paid in capital | | | 25,992,306 | | | | 25,711,731 | | | | Accumulated deficit | | | (32,793,526 | ) | | | (33,520,912 | ) | | | Total Stockholders Equity (Deficit) | | | 593,573 | | | | (133,813 | ) | | | Total Liabilities and Stockholders Equity | | $ | 845,666 | | | $ | 408,776 | | | The accompanying notes are an integral part of these financial statements **** | F-3 | | **DECENTRAL LIFE, INC** **STATEMENTS OF OPERATIONS** | | | Year ended | | | Year ended | | | | | | December 31, | | | December 31, | | | | | | 2022 | | | 2021 | | | | Revenues | | | | | | | | | | | Licensing and software revenue related party | | $ | 944,413 | | | $ | 292,139 | | | | Total revenue | | | 944,413 | | | | 292,139 | | | | Cost of goods sold | | | 48,217 | | | | 22,611 | | | | Gross margin | | | 896,196 | | | | 269,528 | | | | Operating expenses | | | | | | | | | | | Compensation expense | | | - | | | | 52,681 | | | | Sales and marketing | | | 12,929 | | | | 19,711 | | | | General and administrative | | | 247,292 | | | | 581,736 | | | | Total operating expenses | | | 260,221 | | | | 654,128 | | | | Loss from operations | | | 635,975 | | | | (384,600 | ) | | | Oher income (expense) | | | | | | | | | | | Loss onthe extinguishment of debt | | | - | | | | (1,551,768 | ) | | | PPP Loan Forgiveness | | | 41,411 | | | | - | | | | Other income (expense) | | | 50,000 | | | | (155,319 | ) | | | Total other income (expense) | | | 91,411 | | | | (1,707,087 | ) | | | Net income (loss) from continuing operations | | | 727,386 | | | | (2,091,687 | ) | | | Net loss from discontinued operations | | | - | | | | (27,700 | ) | | | Net income (loss) | | $ | 727,386 | | | $ | (2,119,387 | ) | | | | | | | | | | | | | | Weighted average number of shares outstanding | | | | | | | | | | | Basic | | | 7,394,792,892 | | | | 7,078,783,892 | | | | Diluted | | | 7,394,792,892 | | | | 7,078,783,892 | | | | | | | | | | | | | | | Net income (loss) per share from continuing operations | | | | | | | | | | | Basic | | $ | 0.00 | | | $ | (0.00 | ) | | | Diluted | | $ | 0.00 | | | $ | (0.00 | ) | | | | | | | | | | | | | | Net income (loss) per share from discontinued operations | | | | | | | | | | | | | | | | | | | | | | Basic | | $ | 0.00 | | | $ | (0.00 | ) | | | Diluted | | $ | 0.00 | | | $ | (0.00 | ) | | The accompanying notes are an integral part of these financial statements. **** | F-4 | | **** **DECENTRAL LIFE, INC.** **STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)** **FOR THE YEARS ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021** | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock B | | | Common Stock A | | | Additional Paid In | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Totals | | | | Balance, December 31, 2020 | | | 25,000,000 | | | $ | - | | | | 6,368,332,350 | | | $ | 6,368,346 | | | $ | 25,199,811 | | | $ | (31,766,214 | ) | | $ | (198,056 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of voting shares | | | 50,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Conversion of convertible notes to common stock | | | | | | | | | | | 709,449,234 | | | | 709,449 | | | | 1,326,458 | | | | | | | | 2,035,907 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Private placement | | | | | | | | | | | 2,000,000 | | | | 2,000 | | | | 98,000 | | | | | | | | 100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Warrant exercises | | | | | | | | | | | 630,604,389 | | | | 630,604 | | | | (630,604 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | MJLink spinoff adjustments | | | | | | | | | | | | | | | | | | | (314,967 | ) | | | 364,689 | | | | 49,722 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cancellation of shares issued in prior years | | | | | | | | | | | (29,736,667 | ) | | | (29,737 | ) | | | 29,737 | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | To adjust excess cumulative shares | | | | | | | | | | | (5,281,739 | ) | | | (3,296 | ) | | | 3,296 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | To adjust common stock value | | | | | | | | | | | | | | | (1,998 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | (27,700 | ) | | | (27,700 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from continuing operations | | | | | | | | | | | | | | | | | | | | | | | (2,091,687 | ) | | | (2,091,687 | ) | | | Balance, December 31, 2021 | | | 75,000,000 | | | $ | - | | | | 7,675,367,567 | | | $ | 7,675,368 | | | $ | 25,711,731 | | | $ | (33,520,912 | ) | | $ | (133,813 | ) | | | | | Common Stock B | | | Common Stock A | | | Additional Paid | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | In Capital | | | Deficit | | | Totals | | | | Balance, December 31, 2021 | | | 75,000,000 | | | $ | - | | | | 7,675,367,567 | | | $ | 7,675,368 | | | $ | 25,711,731 | | | $ | (33,520,912 | ) | | $ | (133,813 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Return of common shares by shareholder | | | - | | | | | | | | (280,574,675 | ) | | | (280,575 | ) | | | 280,575 | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | 727,386 | | | | 727,386 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2022 | | | 75,000,000 | | | $ | - | | | | 7,394,792,892 | | | $ | 7,394,794 | | | $ | 25,992,306 | | | $ | (32,793,526 | ) | | $ | 593,573 | | | The accompanying notes are an integral part of these financial statements. | F-5 | | **** **DECENTRAL LIFE, INC.** **STATEMENTS OF CASH FLOWS** | | | | | | | | | | | | Year ended | | | Year ended | | | | | | December 31, | | | December 31, | | | | | | 2022 | | | 2021 | | | | Cash flows used in operating activities | | | | | | | | | | | Net profit (loss) from continuing operations | | $ | 727,386 | | | $ | (2,091,687 | ) | | | Net (loss) from discontinued operations | | | - | | | | (27,700 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | Loss on the extinguishment of convertible promissory notes | | | - | | | | 1,907,561 | | | | PPP Loan Forgiveness | | | (41,411 | ) | | | - | | | | Loss on sale of discontinued assets | | | - | | | | 77,774 | | | | Changes in assets and liabilities | | | | | | | | | | | Accounts receivable -related party | | | (220,238 | ) | | | (40,000 | ) | | | Security deposits | | | (18,118 | ) | | | | | | | Accounts payable and accrued expenses | | | (51,633 | ) | | | (138,815 | ) | | | Net cash provided by (used in) operating activities | | | 395,986 | | | | (312,867 | ) | | | | | | | | | | | | | | Cash flows provided by financing activities | | | | | | | | | | | Proceeds from the sale of common stock private placement | | | | | | | 100,000 | | | | Proceeds from related party loans | | | | | | | 213,450 | | | | Payment for related party loans | | | (197,452 | ) | | | | | | | Net cash provided by (used in) financing activities | | | (197,452 | ) | | | 313,450 | | | | | | | | | | | | | | | Net increase in cash | | | 198,534 | | | | 583 | | | | Cash, beginning of period | | | 776 | | | | 193 | | | | Cash, end of period | | $ | 199,310 | | | $ | 776 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Cash paid for interest | | $ | - | | | $ | - | | | | Cash paid for taxes | | $ | - | | | $ | - | | | | | | | | | | | | | | | Supplemental disclosure of non-cash information: | | | | | | | | | | | Common stock issued in satisfaction of convertible notes payable | | $ | - | | | $ | 128,346 | | | | Cancellation of shares issued in prior years | | $ | - | | | $ | 29,737 | | | The accompanying notes are an integral part of these financial statements. | F-6 | | **** **DECENTRAL LIFE, INC.** **NOTES TO CONDENSED FINANCIAL STATEMENTS** **December 31, 2022** **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS** **Decentral Life is referred to in the following financial notes as the Company.** **Organization** The Company is a Technology Business Incubator (TBI) that provides tech start-ups with seed technology development and executive leadership, making it easier for start-up founders to focus on raising capital, perfecting their business model, and growing their network usership. The Companys seed technology is an artificial intelligence (AI) powered social network and Ecommerce platform that leverages blockchain technology to increase speed, security and accuracy on the niche social networks that it licenses to the companies in its TBI. On or about August 16th, 2021, the Company formed a new division, Decentral Life, to focus entirely on developing a global decentralized social network and cryptocurrency project. The decentralized social networking platform aims to replace the Companys existing cloud-based SaaS that is licensed to the Companys TBI Licensees. Decentral Life launched the first of many smart contracts on the Ethereum blockchain that work toward achieving the Companys goal to build a decentralized global social networking platform. A smart contract is a computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contract. Our first smart contract was launched on the Ethereum blockchain, thereby defining the Companys WDLF utility token. On or about December 1st, 2021, the Company began changing its company name from Social Life Network to Decentral Life and started doing business as Decentral Life while the name change was processed by the state of Nevada. On or about March 1, 2022, the state of Nevada completed the name change filing, from Social Life Network, Inc. to Decentral Life, Inc. The Company filed a Definitive Information Statement on June 25, 2022 ratifying the name change, which name change was approved by the Companys Board of Directors and by a majority shareholder consent vote. **Corporate Changes** On August 30, 1985, the Company was incorporated as a private corporation, CJ Industries, Inc., in California. On February 24, 2004, the Company merged with Calvert Corporation, a Nevada Corporation, changed its name to Sew Cal Logo, Inc., and moved our domicile to Nevada, at which time our common stock became traded under the ticker symbol SEWC. In June 2014, Sew Cal Logo, Inc. was placed into receivership in Nevadas 8th Judicial District (White Tiger Partners, LLC et al v. Sew Cal Logo, Inc.et al, Case No A-14-697251-C) (Dept. No.: XIII) (the Receivership). On January 29, 2016, the Company, as the Seller, completed a business combination/merger agreement (the Agreement) with the buyer, Life Marketing, Inc., a Colorado corporation (the Buyer), its subsidiaries and holdings, and all of the Buyers 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 119,473,334 common stock shares were issued to the Companys officers. | F-7 | | **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)** **Corporate Changes (continued)** On September 20, 2018, the Company incorporated MjLink.com, Inc. (MjLink), a Delaware Corporation. On February 1, 2020, MjLink. filed its Form 1-A Offering Document for a Regulation A Tier 2 initial public offering, which the SEC qualified on September 28, 2020. On January 1, 2021, the Company ceased operating MjLink as a division; MjLink continued operations as an independent company, in return for MjLink issuing the Company 15.17% of MjLinks. outstanding Class A common stock shares. On March 4, 2020, the Companys Board of Directors (the Board) increased its number of authorized shares of Common Stock from 500,000,000 to 2,500,000,000 Common Stock Shares pursuant to an amendment to its Articles of Incorporation with the state of Nevada, and additionally submitted to Nevada the Companys Certificate of Designation of Preferences, Rights and Limitations of its Class B Common Stock, providing that each Class B Common Stock Share has one-hundred (100) votes on all matters presented to be voted by Common Stock Holders. The Class B Common Stock Shares only have voting power and have no equity, cash value, or any other value. Effective March 4, 2020, the Board authorized the issuance of 25,000,000 Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and have no equity, cash value or any other value. On May 8, 2020, the Company filed Amended and Restated Articles of Incorporation (Amended Articles) in Nevada to increase its authorized shares from 2,500,000,000 to 10,000,000,000 Shares and our Preferred Shares from 100,000,000 to 300,000,000 Shares. Additionally, the Amended Articles authorized the Company from May 8, 2020 and continuing until June 30, 2021, as determined by its Board in its sole discretion, to effect a Reverse Stock Split of not less than 1 share for every 5,000 shares and no more than 1 share for every 25,000 shares (the Reverse Stock Split). On December 11th, 2020, the Company filed a Form 8-K stating that the Company would not be executing the Reverse Stock Split, which Reverse Stock Split expired on March 31st, 2021 pursuant to the May 8, 2020 Amended Articles described immediately above. Effective March 28, 2021, our Board unanimously approved the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. On June 30, 2021, our 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. **The Companys Business** The Company is a Technology Business Incubator (TBI), which operates through individual SaaS (software as a service) licensing agreements with our TBI participating companies and provides each TBI company with the use of our technology platform to run their own social networking and ecommerce company. Using our technology platform and leveraging the executive leadership that we provide each TBI company, their executives find it easier to focus on growing their business faster, and ultimately reaching a liquidity event such as an initial public offering or an acquisition. | F-8 | | **NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)** **The Companys Business (continued)** As of first quarter 2023, the following industry specific companies participate and operate in our TBI program: the Hunting, Fishing, Camping, RV Travel, Motor Racing, Racket Sports, Boating, E-biking, Cycling, Golfing, Cannabis, Hemp, Space Exploration, Soccer, Transportation, Blockchain, AI, and Residential Real Estate sectors. TBI participating companies give us revenue, and a stake in their company as detailed below. This business model makes our long-term book-value greater, and our revenue growth more reliable, by diversifying our technology and human resources across multiple global business sectors. **Revenue Generation** We generate revenues from our TBI participating companies that license social networking and/or ecommerce technology from us and charge them 5% of the revenue that is made from our tech platform. Additionally, we receive up to 15% or their securities when they reach a liquidity event if they participate in our TBI program. We also develop and license decentralized applications (dApps) built on the Ethereum blockchain, that are sold to our clients that do not necessarily participate in our TBI program. Our dApps are licensed to clients annually, and differ in pricing due to the customization, installation time, training, and blockchain related fees. Revenue generated from our dApps can range from thousands to tens of thousands of USD each year, per client. **Global Operations** We currently operate and support the ongoing technology development of our platform, used by consumers and companies across 120 countries worldwide. Our directors, executives, and niche industry business advisors support the growth of each TBI company in our program. Managements goal is to increase the potential of each TBI company reaching a liquidity event, in the shortest time possible. **Intellectual Property** Our technology platform and associated applications, features and functionality are comprised of proprietary software, code and know-how that are of key importance to our business plan. **Better Practices** We spend a significant amount of time each year with our TBI startup founders and their management teams, developing better business practices in our effort to increase the probability of their success and eventual liquidity events. **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** *Basis of presentation* The Companys 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. **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** *Concentrations of Credit Risk* The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently have not experienced any losses in its accounts. The Company is not exposed to any significant credit risk on cash. | F-9 | | *Cash and cash equivalents* The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2022 and December 31, 2021, the Companys cash equivalents totaled $199,310 and $776, respectively. *Accounts Receivable* Revenues that have been recognized but not yet received are recorded as accounts receivable. Losses on receivables will be recognized when it is more likely than not that a receivable will not be collected. An allowance for estimated uncollectible amounts will be recognized to reduce the amount of receivables to its net realizable value when considered necessary. Any allowance for uncollectible amounts is evaluated quarterly. *Fair value of financial instruments* The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: | Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | | | | | | | Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | | | | | | | Level 3: | Pricing inputs that are generally observable inputs and not corroborated by market data. | | The carrying amount of our financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. Our notes payable approximates the fair value of such instruments based upon managements 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 December 31, 2022 and December 31, 2021. | F-10 | | **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** *Revenue recognition* The Company follows paragraph 605-15-25 of the FASB Accounting Standards Codification for revenue recognition when the right of return exists. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) The sellers 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 buyers obligation to pay is contractually or implicitly excused until the buyer resells the product, then this condition is not met., (iii) The buyers obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) The buyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of future returns can be reasonably estimated. *Income taxes* The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. On December 22, 2018, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, we adjusted its deferred tax assets and liabilities at March 31, 2020, using the new corporate tax rate of 21 percent. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. *Stock-based Compensation* The Company accounts for equity-based transactions with nonemployees under the provisions of ASC Topic No. 505-50, *Equity-Based Payments to Non-Employees* (ASC 505-50). ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract. The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, *CompensationStock Compensation,* which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. | F-11 | | **NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** *Basic and Diluted Earnings Per 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. *Recently issued accounting pronouncements* The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations. **NOTE 3 GOING CONCERN** The Companys 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 December 31, 2022 the Company had $199,310 of cash on hand and an accumulated deficit of $32,793,526. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its generating profitable operations in the future and/or to obtain the necessary financing to meet obligations and repay liabilities arising from normal business operations when they come due. The Companys management intends to finance operating costs over the next year with the public issuance of common stock and related party loans. While the Company believes that it will be successful in obtaining the necessary financing and generating revenue to fund its operations, meet regulatory requirements and achieve commercial goals, there are no assurances that such additional funding will be achieved or that it will succeed in its future operations. The Companys financial statements do not include any adjustments that may result from the outcome of these uncertainties. **NOTE 4 RELATED PARTY TRANSACTIONS** Other than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $5,000 or one percent of our total assets at December 31, 2022, and in which any of the following persons had or will have a direct or indirect material interest: | | (a) | any director or executive officer of our company; | | | | | | | | | (b) | any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; | | | | | | | | | (c) | any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and | | | | | | | | | (d) | any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. | | | F-12 | | **NOTE 4 RELATED PARTY TRANSACTIONS (continued)** The Company has Technology Business Incubator (TBI) license agreements with MjLink.com Inc., LikeRE.com Inc., HuntPost.com Inc., NetQub, Inc., RacketStar.com Inc., FutPost.com Inc., GolfLynk.com Inc., CycleFans.com Inc., WEnRV.com Inc., RaceScene.com Inc., and SpaceZE.com Inc., which agreements provide that our TBI licensees pay the Company a license fee of 5% percentage of annual revenues generated, and 15% of their common stock, issuable immediately prior to a liquidity event such as an IPO or sale of 51% or more, of a licensees common stock. The 15% common stock payment is non-dilutive prior to a liquidity event described above. The Companys Chief Executive Office, Ken Tapp, owns less than 1% of our outstanding shares and is a board member of each of the Companys TBI licensees. Ken Tapp owns less than 9.99% of the outstanding common stock in each of the Companys licensees. Pricing for the license agreements was established by the Companys Board. This type of licensing agreement is standard for technology incubators and tech start-up accelerators. The Companys related party licensing revenue for the fiscal year ended December 31, 2022 and 2021 was $944,413 and $292,139, respectively or 100.0% of its gross revenue. The Company paid 1 of its Advisors, Vincent (Tripp) Keber, $30,000, for his consulting services during the first quarter of 2021. From January 1, 2021 through December 31, 2021, Ken Tapp, from time-to-time, provided short-term interest free loans totaling $213,450 for the Companys operations. From January 1 to December 31, 2022, the Company repaid Kenneth. Tapp $197,452 against his outstanding loan balance. At December 31, 2022, the Company owed $129,673 to Ken Tapp. As noted in Note 7, the Company completed a December 31, 2020 Division Spin-Off Agreement (Spin-Off Agreement) between MjLink.com, Inc. (MjLink) and the Company s whereby the Parties agreed that the Company would cease our operating MjLink as our cannabis division. and going forward MjLink would conduct its own operations (the Spin-Off). The Company recorded a loss from discontinued operations of $-0- and $27,700, respectively during the YEAR ended December 31, 2022 and December 31, 2021. In connection with the Spin-Off, MjLink issued the Company 800,000 or 15.17% of its outstanding shares for MjLinks use of the Companys license from January 1st 2020 to December 31, 2020. Ken Tapp is the Companys and MjLinks Chief Executive Officer and the transaction was treated as a related party transaction. Thereafter, to reflect the true intention of the Parties to the Spin-Off Agreement, the Parties then agreed in an Amended Spin-Off Agreement to reflect an effective date of 12:01 am on January 1, 2021 of the Spin-Off transaction (Effective Date). Apart from the Effective Date, there were no further changes to the Spin-Off Agreement. **NOTE 5 STOCK WARRANTS** During the year ended December 31, 2022 and the year ended December 31, 2021 the Company did not grant any warrants. Currently, the Company has the remaining 5,283,250 vested warrants outstanding. A summary of the status of the outstanding stock warrants is presented below: SCHEDULE OF OUTSTANDING STOCK WARRANTS | Range of Exercise Prices | | | Number Outstanding 9/30/2022 | | | Weighted Average Remaining Contractual Life | | | Weighted Average Exercise Price | | | | $ | 0.05 0.17 | | | | 5,283,250 | | | | .42 years | | | $ | 0.07 | | | | F-13 | | **NOTE 6 COMMON STOCK** **Common Stock** *Class A* For the year ended December 31, 2021 the Company issued or cancelled the following shares: | | | Lenders converted their debt into 709,449,234 common shares at an average of $0.002869701, for a value of $2,035,907. | | | | | | | | | | Canceled 29,736,667 shares issued in prior years at par value, for a total value of $29,737. | | | | | | | | | | Issued 630,604,389 shares upon the exercise of warrants | | | | | | | | | | Issued 2,000,000 shares and raised $100,000 pursuant to a private placement | | As of December 31, 2022 and December 31, 2021 there were 7,394,792,892 and 7,675,367,567 shares issued and outstanding. *Class B* Effective March 4, 2020, our Board unanimously approved the issuance of 25,000,000 Class B Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. Effective March 28, 2021, our Board unanimously approved the issuance of fifty million (50,000,000) Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from March 1, 2020 to February 28, 2021, which shares are equal to five billion (5,000,000,000) votes and otherwise have no equity, cash value or any other value. As of December 31, 2022 and December 31, 2021, there are 75,000,000 shares of Class B shares outstanding. **Preferred Stock** As of December 31, 2022 and December 31, 2021, the Company had 300,000,000 shares of preferred stock authorized with no preferred shares outstanding. Based on a unanimous vote of the Companys directors, the Company designated 100,000,000 shares of Cumulative Convertible Preferred A shares. On July 6, 2021, the Certificate of Rights and Preferences for those shares was approved. Each Preferred A Share has the right to convert each Series A Preferred Share into 20 Common Stock Shares if and only if, the Company become listed on the New York Stock Exchange (NYSE) or NASDAQ, and shall have liquidation rights over other series of Preferred Stock. As of December 31, 2022, no Preferred A shares have been issued. | F-14 | | **NOTE 6 COMMON STOCK** **Convertible Debt and Other Obligations** *Convertible Debt* As of December 31, 2022 and December 31, 2021 the Company had $-0 in convertible debt, outstanding. There were no conversions during the year ended December 31, 2022. A summary of the convertible notes issued and converted to common stock during 2021 is listed below: | | (A) | On May 24, 2019, the Company completed a 7-month fixed convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $240,000, which will be distributed in three equal monthly tranches of $80,000, in additional available cash resources with a payback provision of $80,000 plus the original issue discount of $4,000 or $84,000 due seven months from each funding date for each tranche, totaling $252,000. The Company received only two of the three tranches of $80,000, generating $160,000 in additional available cash resources with a payback provision due on December 23, 2019 and February 2, 2020 totaling $184,800 which includes the original issue discount of $8,000 plus interest of $16,800. In connection therewith, the Company issued 50,000 common stock shares for two tranches with another 25,000 common stock shares to be issued with the third tranche, and it reserved 8,000,000 which was subsequently increased to 3 billion restricted common shares for conversion. The conversion price is the lower of $0.08 or sixty five percent (65%) of the 2 lowest traded prices of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion. The Company determined that because the conversion price is variable and unknown, it could not determine if it had enough reserve shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $130,633 at the date of issuance when the stock price was at $0.12 per share. This note was paid in full on January 25, 2021. | | | | | | | | | (B) | On June 12, 2019, the Company completed a 12-month convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $110,000 in additional available cash resources with a payback provision due on June 11, 2020 of $135,250 which includes the original issue discount of $11,000 plus interest of $14,250. In connection with the note, we have reserved 14,400,000 restricted common shares as reserve for conversion. The conversion price is a 35% discount to the average of the two (2) lowest trading prices during the previous twenty (20) trading days to the date of a Conversion Notice. The Company determined that because the conversion price is variable and unknown, it could not determine if we had enough authorized shares to fulfill the conversion obligation. On December 19, 2019, the Company converted $10,000 of principle into 495,472,078 shares of common stock at approximately $0.035 per share. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $59,231 at the date of issuance when the stock price was at $0.11 per share. This note was paid in full on February 5, 2021. | | | | | | | | | (C) | On June 26, 2019, the Company completed a 9-month senior convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $135,000 in additional available cash resources with a payback provision due on March 25, 2020 of $168,000 which includes the original issue discount of $15,000 plus interest of $18,000. In connection with the note, the Company issued 100,000 common stock shares and has reserved 15,000,000, which was subsequently increased to 1 billion restricted common shares for conversion. The conversion price is the lower of $0.08 or sixty five percent (65%) of the 2 lowest traded prices of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion. The Company determined that because the conversion price is variable and unknown, it could not determine if the Company had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $72,692 at the date of issuance when the stock price was at $0.11 per share. This note was paid in full on January 7, 2021. | | | | | | | | | (D) | On August 21, 2019, the Company completed a 12-month convertible promissory note and other related documents with an unaffiliated third-party funding group to generate $148,500, which would be distributed in three equal monthly tranches of $49,500. Only one tranche of $49,500 was received, and created available cash resources with a payback provision of $49,500 plus the original issue discount of $5,500 or $55,000 due twelve months from each funding date for each tranche, totaling $165,000. The Company generated $49,500 in additional available cash resources with a payback provision due on August 20, 2020 totaling $60,500 which includes the original issue discount of $5,500 plus interest of $5,500. In connection therewith, the Company issued 50,000 common stock shares for the first tranche with another 50,000 common stock shares to be issued with each additional tranche, which will total 150,000 common shares; the Company reserved 80,000,000 which was subsequently increased to 2 billion restricted common shares for conversion. The conversion price is the 35% discount to the average of the two (2) lowest trading prices during the previous twenty (20) trading days to the date of a Conversion Notice. The Company determined that because the conversion price is variable and unknown, it could not determine if it had enough authorized shares to fulfill the conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the beneficial conversion feature of the note created a fair value discount of $26,654 at the date of issuance when the stock price was approximately $0.07 per share. This note was paid in full on January 4, 2021. | | On March 12, 2021, MjLink.com relieved all its $364,688 debt obligation to the Company. | F-15 | | SBA Loans As a result of the onset of COVID -19, on April 15, 2020, the Company received a forgivable $4,000 Economic Injury Disaster Loan (EIDL Loan). On April 21, 2020, under the Payroll Protection Program, the Company received a forgivable loan of $37,411, and on June 10, 2020, the Company received an EIDL Loan $121,700. The total amount of these loans was $163,111. These loans were given to small businesses by the Small Business Application (SBA) to help support employees of the companies, as financial aid, in order to sustain businesses during the mandatory COVID-19 lockdown. During the year ended December 31, 2022, the $37,411 loan and the $4,000 loan were forgiven and recorded as Other Income on the Companys Statement of Operations. As of December 31, 2022 and December 31, 2021, the balance of these loans were $121,700 and $163,111, respectively. The EIDL loan is repayable over a 30 year period, commencing in November 2022, at a rate of 2.75% interest. **NOTE 7 -DISCONTINUED OPERATIONS** The Company completed a December 31, 2020 Division Spin-Off Agreement (Spin-Off Agreement) between MjLink.com, Inc. (MjLink) and the Company whereby the Parties agreed that the Company would cease operating MjLink as its cannabis division. and going forward MjLink would conduct its own operations (the Spin-Off). The Company recorded a loss from discontinued operations of $27,700 during the year ended December 31, 2021. In connection with the Spin-Off, MjLink issued the Company 800,000 or 15.17% of its outstanding shares for MjLinks use of the Companys license from January 1st 2020 to December 31, 2020. Ken Tapp is the Companys and MjLinks Chief Executive Officer and the transaction was treated as a related party transaction. Thereafter, to reflect the date of 12:01 am on January 1, 2021 of the Spin-Off transaction (Effective Date). Apart from the Effective Date, there were no further changes to the Spin-Off Agreement. SCHEDULE OF DISCONTINUED OPERATIONS | | | Year ended December 31, 2022 | | | Year ended December 31, 2021 | | | | | | | | | | | | | Operating loss | | $ | - | | | $ | (27,700 | ) | | | Income(loss) before provision for income taxes | | $ | - | | | $ | (27,700 | ) | | | Provision for income taxes | | | - | | | | - | | | | Net loss | | $ | - | | | $ | (27,700 | ) | | **NOTE 8 SUBSEQUENT EVENTS** On January 25, 2023, our Board unanimously approved the issuance of twenty-five million (25,000,000) Class B Shares to Ken Tapp, our Chief Executive Officer, which shares are equal to two billion five hundred million (2,500,000,000) votes and otherwise have no equity, cash value or any other value. As of the date of this 10-K filing, our Chief Executive Officer controls over 10,000,000,000 votes via his issuance of an aggregate of 100,000,000 Class B Shares. On February 3, 2023, FINRA approved the Companys name change from Social Life Network, Inc. to Decentral Life, Inc. | F-16 | | **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A. CONTROLS AND PROCEDURES** **Disclosure Controls and Procedures** As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 (the Exchange Act), our chief executive officer, who is our principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based upon that evaluation, our chief executive officer, concluded that, as at December 31, 2022, our disclosure controls and procedures were not effective: (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure. The conclusion reached by our chief executive officer was a result of the material weaknesses described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses: | | (i) | inadequate segregation of duties and effective risk assessment; and | | | | | | | | | (ii) | insufficient staffing resources resulting in financial statement closing process. | | To address these material weaknesses, our chief executive officer performed additional analyses and other procedures, including retaining the assistance of qualified accounting professionals to assist with the preparation of our financial statements, to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. **Remediation of Material Weaknesses** We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2022 assessment of the effectiveness of our internal control over financial reporting. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we are in the process of implementing processes and procedures intended to mitigate any material weaknesses identified. Subject to receipt of additional financing, we intend to undertake the below remediation measures to address the material weaknesses described in this Form 10-K. Such remediation activities include the following: | | (i) | we intend to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes; and | | | | | | | | | (ii) | we intend to implement procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate review and oversight. | | Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. | 18 | | **Internal Control over Financial Reporting** **Managements Report on Internal Control over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, our chief executive officer and chief financial officer conducted an assessment, including testing, using the criteria in Internal Control Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (**COSO**). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Based on our evaluation under the framework in COSO, our chief executive officer and chief financial officer have concluded that our internal controls over financial reporting were ineffective as of December 31, 2022 due to the above-noted material weaknesses with respect to disclosure controls and procedures. The weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. We believe we have taken initial steps to mitigate these risks by consulting outside advisors where necessary. Our management believes that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only managements report in this annual report. **Changes in Internal Control over Financial Reporting** There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **ITEM 9B. OTHER INFORMATION** None. **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** **Directors and Executive Officers** All directors of our company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation or removal. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. | 19 | | Our directors and executive officers, their ages, positions held, and duration of such, are as follows: | Name | | Position Held with Our Company | | Age | | Date First Elected or Appointed | | | Ken Tapp | | Chairman, Chief Executive Officer, & Chief Technology Officer | | | | June 6, 2016 | | | Britt Glassburn | | Board Member | | | | January 21, 2020 | | | Brian Lazarus | | Board Member | | | | January 21, 2020 | | | Gregory Todd Markey | | President | | | | January 21, 2020 | | | Lynn Murphy | | Board Member | | | | January 21, 2020 | | **Business Experience** During the past five years, none of the persons identified above has been involved in any bankruptcy or insolvency proceeding or convicted in a criminal proceeding, excluding traffic violations and other minor offenses. There is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position. The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed: *Ken Tapp, Chairman of the Board, Chief Executive Officer, Chief Technology Officer* Ken Tapp has served as our Chairman, Chief Executive Officer and Chief Technology Officer since our inception. Ken Tapp has spent 30 years in the internet technology industry, including executive positions at MOVE.com and for the past 25 years as a director or executive at more than two dozen internet technology startups. *Britt Glassburn, Board Member* Britt Glassburn was appointed as our Director on January 21, 2020. Britt Glassburn has spent nearly 30 years in the residential real estate industry, and over the past seven years focusing her attention to increasing the business acumen of real estate professionals through best-in-class technology tools and industry specific coaching. *Brian Lazarus, Board Member* Brian Lazarus was appointed as our Director on January 21, 2020. Brian Lazarus has spent over 40 years producing notable entertainment and experiential events with specialized skills at professional audio, video and digital tech. He is the co-founder and Executive Vice President of Media Star Promotions, one of the nations top branding, touring and strategic marketing agencies. *Gregory Todd Markey, Board Member* Todd Markey was appointed as our Director on January 21, 2020. Mr. Markey has more than 10 years of finance and capital markets experience and is a trusted expert for micro-cap to small cap companies in expanding their investor and public relations. Additionally, he has assisted companies in the pre-IPO and up-listing process, from the OTC markets onto Nasdaq and NYSE stock exchanges. *Lynn Murphy, Board Member* Lynn Murphy was appointed as our Director on January 21, 2020. Lynn Murphy has specialized in sales and marketing as the founder and owner of several companies over the past 30 years. With an MBA and extensive C Suite level negotiations experience, he has grown companies from start-up to multi-million dollar revenue generators. | 20 | | **Family Relationships** There are no family relationships between any director or executive officer of our company. **Significant Employees** We do not currently have any significant employees other than our executive officers. **Involvement in Certain Legal Proceedings** None of our directors and executive officers has been involved in any of the following events during the past ten years: | | (a) | any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; | | | | | | | | | (b) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); | | | | | | | | | (c) | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; | | | | | | | | | (d) | being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity; | | | | | | | | | (e) | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated; | | | | | | | | | (f) | being 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; | | | | | | | | | (g) | being 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 | | | | | | | | | (h) | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | | 21 | | **Section 16(a) Beneficial Ownership Reporting Compliance** Section 16(a) of the *Securities Exchange Act of 1934* requires our officers and directors and persons who own more than 10% of the outstanding Shares to file reports of ownership and changes in ownership concerning their Shares with the SEC and to furnish us with copies of all Section 16(a) forms they file. We are required to disclose delinquent filings of reports by such persons. Based solely on the copies of such reports and amendments thereto received by us, or written representations that no filings were required, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and 10% stockholders were met for the year ended December 31, 2022. **Code of Ethics** We have adopted a formal code of ethics within the meaning of Item 406 of Regulation S-K promulgated under the Securities Act, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that establishes, among other things, procedures for handling actual or apparent conflicts of interest. **Committees of Board of Directors** *Audit* We do not have an audit committee that provides independent review and oversight of a companys financial reporting processes, internal controls, and independent auditors. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only managements report in this annual report. *Governance* We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment. *Compensation* Our board of directors is responsible for determining compensation for the directors of our company to ensure it reflects the responsibilities and risks of being a director of a public company. *Other Board Committees* We have no committees of our board of directors. A stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report. | 22 | | **Corporate Governance** *General* Our board of directors believes that good corporate governance improves corporate performance and benefits all stockholders. Canadian National Policy 58-201 *Corporate Governance Guidelines* provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, Canadian National Instrument 58-101 *Disclosure of Corporate Governance Practices* prescribes certain disclosure by our company of its corporate governance practices. This disclosure is presented below. *Orientation and Continuing Education* We have an informal process to orient and educate new recruits to the board regarding their role on the board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements. The board does not provide continuing education for its directors. Each director is responsible to maintain the skills and knowledge necessary to meet his obligations as director. *Ethical Business Conduct* We have adopted a formal code of ethics within the meaning of Item 406 of Regulation S-K promulgated under the *Securities Act of 1933*, as amended, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions that establishes, among other things, procedures for handling actual or apparent conflicts of interest. We have found that the fiduciary duties placed on individual directors by our governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual directors participation in decisions of the board of directors in which the director has an interest have been sufficient to ensure that the board of directors operates in the best interests of our company. *Nomination of Directors* As of December 31, 2021, we had not affected any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our board of directors has determined that it is in the best position to evaluate our companys requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If stockholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report. *Compensation* Our board of directors is responsible for determining compensation for the directors of our company to ensure it reflects the responsibilities and risks of being a director of a public company. *Other Board Committees* We do not have an audit committee that provides independent review and oversight of a companys financial reporting processes, internal controls, and independent auditors We have no committees of our board of directors. We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment. | 23 | | A stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report. *Assessments* The board intends that individual director assessments be conducted by other directors, taking into account each directors contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our companys major needs. However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment. *Director Independence* We are not currently listed on the Nasdaq Stock Market, which requires independent directors. In evaluating the independence of our members and the composition of the committees of our board of directors, we utilize the definition of independence as that term is defined by applicable listing standards of the Nasdaq Stock Market and Securities and Exchange Commission rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. According to the Nasdaq definition, we believe Brian Lazarus is an independent director because he is not an officer of our company and not a beneficial owner of a material amount of shares of our common stock and has not received compensation from us in excess of the relevant limits. We believe Lynn Murphy is an independent director because he is not our officer and not a beneficial owner of a material amount of our common stock shares, and we have not paid him compensation in excess of the relevant limits. We believe Britt Glassburn is an independent director because he is not our officer and not a beneficial owner of a material amount of shares of our common stock, and we have not paid him compensation in excess of the relevant limits. We have determined that Ken Tapp and Gregory Todd Markey are not independent because they are our employees and they receive compensation directly or indirectly from us for consulting and employment services, respectively. Our board of directors expects to continue to evaluate its independence standards and whether and to what extent the composition of our board of directors and its committees meets those standards. We ultimately intend to appoint such persons to our board and committees of our board as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange. Therefore, we intend that a majority of our directors will be independent directors of which at least one director will qualify as an audit committee financial expert, within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated under the *Securities Act of 1933*, as amended. **ITEM 11. EXECUTIVE COMPENSATION** **Summary Compensation** The particulars of compensation paid to the following persons: | | (a) | all individuals serving as our principal executive officer during the year ended December 31, 2021; | | | | | | | | | (b) | each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2021; and | | | 24 | | who we will collectively refer to as the named executive officers, for all services rendered in all capacities to our company for the years ended December 31, 2021 and December 31, 2020 are set out in the following summary compensation table: | Summary Compensation Table | | | Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | | | Ken Tapp | | 2022 | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Todd Markey | | 2022 | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | 28,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 28,000 | | | | Mark DeSiena | | 2021 | | | 24,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 24,000 | | | **Retirement or Similar Benefit Plans** There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers. **Resignation, Retirement, Other Termination, or Change in Control Arrangements** We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or board advisors at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors or executive officers responsibilities following a change in control. | 25 | | **Compensation of Directors** There were no compensation fees paid to our of our Directors or members of our Board Advisors who were not our named executive officers for the fiscal year ended December 31, 2022 or December 31, 2021. **Golden Parachute Compensation** For a description of the terms of any agreement or understanding, whether written or unwritten, between our company and any officer or director concerning any type of compensation, whether present, deferred or contingent, that will be based on or otherwise will relate to an acquisition, merger, consolidation, sale or other type of disposition of all or substantially all assets of our company, see above under the heading Compensation Discussion and Analysis. We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on their behalf other than services ordinarily required of a director. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The following table sets forth, as of December 31, 2022, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of any class of our voting securities and by each of our current directors, our named executive officers and by our current executive officers and directors as a group. | Name of Beneficial Owner | | Title of Class | | Amount and Nature of Beneficial Ownership (1) | | | Percentage of Class (2) | | | | | | | | | | | | | | | Ken Tapp 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111 | | Common Stock | | | 0 | (3) | | | 0.0 | % | | | Media Star Promotions c/o Brian Lazarus 319 Clubhouse Lane Hunt Valley, MD 21031 | | Common Stock | | | 5,000,000 | (4) | | | 0.07 | % | | | Britt Glassburn 6400 S. Fiddlers Green Cir. Suite 1108 Greenwood Village, Colorado 80111 | | Common Stock | | | 1,283,333 | (6) | | | 0.02 | % | | | Gregory Todd Markey 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111 | | Common Stock | | | 1,000,000 | (7) | | | 0.01 | % | | | Lynn Murphy 6400 S. Fiddlers Green Cir. Suite 1180 Greenwood Village, Colorado 80111 | | Common Stock | | | 608,333 | (8) | | | 0.01 | % | | | All executive officers and directors as a group (5 persons) | | Common Stock | | | 7,891,666 | | | | 0.11 | % | | | (1) | Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. | | | | | | | (2) | Percentage of common stock is based on 7,394,792,892 shares of our common stock issued and outstanding as of December 31, 2022 | | | (3) | Ken Tapp was appointed as Chief Executive Officer, Chief Technology Officer, and Chairman since our inception. On April 8, 2021, in response to nearly 30 million warrants that management believes were illegally converted into shares on March 10, 2021 by Peak One and LGH Investments, the defendants in the foregoing legal complaints noted in ITEM 3. LEGAL PROCEEDINGS, our CEO, Ken Tapp, and on behalf of shareholders that suffered from the warrant conversion activity, processed a Stock Rescission of his own personal shares and he is personally paying for all legal fees noted in ITEM 3. LEGAL PROCEEDINGS. | | | | | | | (4) | Brian Lazarus has been a Director since January 21, 2020. | | | | | | | (5) | Britt Glassburn has been a Director since January 21, 2020. | | | | | | | (6) | Gregory Todd Markey has been a Director since January 21, 2020. | | | | | | | (7) | Lynn Murphy has been a Director since January 21, 2020. | | **Changes in Control** We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company. **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE** **Transactions with Related Persons** Other than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $5,000 or one percent of our total assets at December 31, 2020, and in which any of the following persons had or will have a direct or indirect material interest: | | (a) | any director or executive officer of our company; | | | | | | | | | (b) | any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; | | | | | | | | | (c) | any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and | | | | | | | | | (d) | any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. | | | 26 | | We have Technology Business Incubator (TBI) license agreements with MjLink.com Inc., LikeRE.com Inc., HuntPost.com Inc., NetQub, Inc., RacketStar.com Inc., FutPost.com Inc., GolfLynk.com Inc., CycleFans.com Inc., WEnRV.com Inc., RaceScene.com Inc., and SpaceZE.com Inc., which agreements provide that our TBI licensees pay the Company a license fee of 5% percentage of annual revenues generated, and 15% of their common stock, issuable immediately prior to a liquidity event such as an IPO or sale of 51% or more, of a licensees common stock. The 15% common stock payment is non-dilutive prior to a liquidity event described above. The Companys Chief Executive Office, Ken Tapp, owns less than 1% of our outstanding shares and is a board member of each of the Companys TBI licensees. Ken Tapp owns less than 9.99% of the outstanding common stock in each of the Companys licensees. Pricing for the license agreements was established by the Companys Board. This type of licensing agreement is standard for technology incubators and tech start-up accelerators. Our related party licensing revenue for the fiscal year ended December 31, 2022 and 2021 was $944,413 and $292,139, respectively or 100.0% of its gross revenue. The Company paid 1 of its Advisors, Vincent (Tripp) Keber, $30,000, for his consulting services during the first quarter of 2021. From January 1, 2021 through December 31, 2021, Ken Tapp, from time-to-time, provided short-term interest free loans totaling $213,450 for the Companys operations. From January 1 to December 31, 2022, the Company repaid Kenneth. Tapp $197,452 against his outstanding loan balance. At December 31, 2022, the Company owed $129,673 to Ken Tapp. See transactions with related parties in Notes 4 in the accompanying financial statements included in this document. **Compensation for Executive Officers and Directors** For information regarding compensation for our executive officers and directors, see Executive Compensation. **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** **Audit Fees** The following table sets forth the fees billed to our company for the year ended December 31, 2022 and 2021 for professional services rendered our independent registered public accounting firm BF Borgers CPA PC. | Fees | | 2022 | | | 2021 | | | | Audit Fees | | $ | 65,100 | | | $ | 27,000 | | | | Total Fees | | $ | 65,100 | | | $ | 27,000 | | | **Pre-Approval Policies and Procedures** Our entire board of directors, which acts as our audit committee, pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by BF Borgers CPA PC and believe that the provision of services for activities unrelated to the audit is compatible with maintaining its respective independence. | 27 | | **PART IV** **ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES** | Exhibit No. | | Description | | | | | | | | 31.1 | | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 31.2 | | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | 32.1 | | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 32.2 | | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 101.INS | | 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 | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | 28 | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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: March 22, 2023 | | | | | | DECENTRAL LIFE, INC. | | | | | | | | | By: | /s/ Ken Tapp | | | | | Ken Tapp | | | | | Chief Executive Officer | | | | | (Principal Executive Officer & Chief Executive Officer) | | | | | | | | | By: | /s/ Ken Tapp | | | | | Ken Tapp | | | | | Chief Financial Officer | | | | | (Chief Financial Officer/Chief Accounting Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: | DATE: March 22, 2023 | By: | /s/ Britt Glassburn | | | | | Britt Glassburn, Director | | | | | | | | DATE: March 22, 2023 | By: | /s/ Brian Lazarus | | | | | Brian Lazarus, Director | | | | | | | | DATE: March 22, 2023 | By: | /s/ Todd Markey | | | | | Gregory Todd Markey, Director | | | | | | | | DATE: March 22, 2023 | By: | /s/ Lynn Murphy | | | | | Lynn Murphy, Director | | | 29 | |