Item 2.01. Completion of Acquisition or Disposition of Assets

This Amendment to a Current Report on Form 8-K/A supplements the Current Report on Form 8-K filed with the SEC on August 26, 2021, regarding the purchase of Belfrics Holdings Limited and its related entities (collectively "Belfrics"). The purpose of this Amendment is to file the financial statements of Belfrics and the pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Belfrics financial statements as of and for the two (2) years ended, the related notes, and the related reports of independent accounting firms, as set forth in their report thereon, are incorporated herein by reference as Exhibit 99.1 hereto.

Belfrics unaudited consolidated financial statements as of June 30, 2021 and September 30, 2021, incorporated herein by reference as Exhibit 99.2 hereto.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company, giving effect to the Belfrics Acquisition, which includes the unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2020 and for the six months ended June 30, 2021 and the related notes, are incorporated herein by reference as Exhibit 99.3 hereto.

The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the Acquisitions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the Company will experience after the Acquisitions.












Exhibit No.   Exhibit Description

10.1            Amended and Restated Acquisition Agreement
99.1            Audited Financial Statements of Belfrics




              Sr.No.      Company                  Auditor               For the years ended

                1      Belfrics         J Corporate Accountants Public   December  June 30,
                       Global PTE Ltd   Accountants and Chartered        31, 2020    2019
                                        Accountants 18 Lorong Abu                  Unaudited
                                        Talib Singapore 456855                      Report

                 2     Belfrics BT      M. AHMED & ASSOCIATES            March 31, March 31,
                       Pvt Ltd          Chartered Accountants              2021      2020
                                        http://www.mahmedassociates.in

                3      Belfrics         M. AHMED & ASSOCIATES            March 31, March 31,
                       Cryptex Pvt      Chartered Accountants              2021      2020
                       Ltd              http://www.mahmedassociates.in

                4      Belfrics         MKUKI CONSULTANTS Certified      December  December
                       Tanzania Ltd     Public Accountants P.O. Box      31, 2020  31, 2019
                                        1827, Dar es Salaam

                5      Belfrics         CHENGCO PLT Chartered            December  June 30,
                       Malaysia SDN     Accountants                      31, 2020    2019
                       BHD              https://chengco.asia

                6      Belfrics         Logic Professional Services      December  December
                       Nigeria Pvt      Chartered Accountants            31, 2020  31, 2019
                       Ltd              https://www.lpsng.com/#aboutus

                7      Belfrics BT      CHENGCO PLT Chartered            December  December
                       SDN BHD          Accountants                      31, 2020  31, 2019
                                        https://chengco.asia


                 8     Belfrics         PFK Malaysia of PKF              December  December
                       Holding Ltd      International Limited            31, 2020  31, 2019
                                        Accountants & business
                                        advisers
                                        http://pkfmalaysia.com

                9      Belfrics         CMK and PFK Malaysia of PKF      December  June 30,
                       Academy SDN      International Limited            31, 2020    2019
                       BHD              Accountants & business
                                        advisers
                                        http://pkfmalaysia.com

                10     Belfrics         PFK Malaysia of PKF              December  December
                       International    International Limited            31, 2020  31, 2019
                       Ltd              Accountants & business
                                        advisers
                                        http://pkfmalaysia.com

                11     Incrypts SDN     CHENGCO PLT Chartered            December  December
                       BHD              Accountants                      31, 2020  31, 2019
                                        https://chengco.asia

                12     Belfrics Kenya   Odhiambo Ochieng & Company       December  December
                       Pvt. Ltd         Certified Public Accountants     31, 2020  31, 2019
                                        KUSI LANE, PARKLANDS-NAIROBI
                                        P.O.BOX 27220 - 100 NAIROBI

                13     Belfrics         ECIJA & ASOCIADOS ABOGADOS       December  December
                       Europe SL        BARCELONA, S.L.,                 31, 2020  31, 2019
                                        Av. Diagonal, 458, planta 8ª     (no requirement to
                                        08006 Barcelona ·T +34 933 808   audit since yet to
                                        255                                   commence
                                                                             operations)




99.2            Unaudited Consolidated Financial Statements of Belfrics for the
              year ended June 30, 2021 and the period ending September 30, 2021
99.3            Unaudited Pro Forma Combined Financial Information of Life Clips
              and Belfrics
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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