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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-Q

 

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

 

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______

 

Commission File Number 000-54524

 

Picture 

APPLIFE DIGITAL SOLUTIONS, INC.

(Name of small business issuer in its charter)

 

Nevada

 

30-0678378

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

50 California St, #1500

San Francisco, CA 94111

(Address of principal executive offices)

1 (415) 439 5260

(Registrant's telephone number)

 

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting 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 shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes   No

 

As of February 13, 2025, a total of 160,893,635 shares of our common stock were outstanding.



 

 

APPLIFE DIGITAL SOLUTIONS, INC.*

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION 

1

ITEM 1.  UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

16

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

22

ITEM 4.  CONTROLS AND PROCEDURES

22

PART II - OTHER INFORMATION

23

ITEM 1.  LEGAL PROCEEDINGS.

23

ITEM 1A.  RISK FACTORS.

23

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

23

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

23

ITEM 4.  MINE SAFETY DISCLOSURES.

23

ITEM 5.  OTHER INFORMATION.

23

ITEM 6.  EXHIBITS

23

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act").  This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of APPlife Digital Solutions, Inc. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass.  Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to "Company", "ALDS", "we", "us" and "our" are references to APPlife Digital Solutions, Inc.



APPLIFE DIGITAL SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,
2024

 

 

June 30,

2024

 

 

 

 

 

(Audited)

ASSETS

Current assets

 

 

 

 

 

Cash

$

49,296  

 

$

22,894  

Prepaid expenses

 

24,866  

 

 

38,797  

Total current assets

 

74,162  

 

 

61,691  

 

 

 

 

 

 

Due from LeSalon

 

3,531  

 

 

-  

Deposit on asset purchase

 

180,730  

 

 

100,000  

Total assets

 

258,423  

 

 

161,691  

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

 

 

 

 

 

Accounts payable and accrued expenses

$

559,036  

 

$

411,053  

Common Stock Payable

 

4,800  

 

 

-  

Notes payable to shareholders, net

 

1,416,823  

 

 

1,019,809  

Notes payable

 

8,530  

 

 

26,474  

Derivative liabilities

 

483,581  

 

 

728,351  

Due to officer

 

49,000  

 

 

68,500  

Total current liabilities

 

2,521,770  

 

 

2,254,187  

 

 

 

 

 

 

Total liabilities

 

2,521,770  

 

 

2,254,187  

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

Common stock, $0.001 par value, 500,000,000  shares authorized; 160,893,635 and 150,543,635 shares issued and outstanding as of both December 31, 2024 and June 30, 2024

 

160,895  

 

 

150,545  

Additional paid-in capital

 

19,903,937  

 

 

19,681,959  

Accumulated deficit

 

(22,328,179) 

 

 

(21,925,000) 

Total stockholders’ deficit

 

(2,263,347) 

 

 

(2,092,496) 

Total liabilities and stockholders’ deficit

$

258,423  

 

$

161,691  

 

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


1


 

APPLIFE DIGITAL SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

Three Months Ended
December 31,

 

 

 

Six Months Ended
December 31,

  

 

2024

 

2023

 

 

2024

 

2023

Revenue

 

$

1,135 

 

$

1,944 

 

 

$

2,103

 

$

5,798 

Cost of goods sold

 

 

(261)

 

 

(10,854)

 

 

 

(260)

 

 

(12,312)

Gross (loss) profit

 

 

874 

 

 

(8,910

 

 

 

(1,843

 

 

(6,514

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

200,894 

 

 

583,585 

 

 

 

375,221 

 

 

1,171,290 

Total operating expenses

 

 

200,894 

 

 

584,585 

 

 

 

375,221 

 

 

1,171,290 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(200,020)

 

 

(592,495)

 

 

 

(373,378)

 

 

(1,177,804)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(118,810)

 

 

(223,074)

 

 

 

(274,571)

 

 

(361,872)

Gain on termination of conversion feature on debt

 

 

-

 

 

417,526

 

 

 

-

 

 

417,526

Change in fair value of derivative liability

 

 

100,075

 

 

(81,588

 

 

 

244,770 

 

 

(28,947

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income taxes

 

 

(218,755)

 

 

(479,631)

 

 

 

(403,179)

 

 

(1,151,097)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

- 

 

 

- 

 

 

 

- 

 

 

- 

Net loss

 

$

(218,755)

 

$

(479,631)

 

 

$

(403,179)

 

$

(1,151,097)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$

(0.00)

 

$

(0.01)

 

 

$

(0.00)

 

$

(0.02)

Average number of common shares outstanding - basic and diluted

 

 

160,893,635 

 

 

60,543,635 

 

 

 

157,406,135

 

 

60,543,635

 

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


2


APPLIFE DIGITAL SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

 

 

Common Stock

 

Additional

 

Accumulated

 

 

 

Shares

 

Amount

 

Paid-In Capital

 

Deficit

 

Total

Balance, September 30, 2023

 

150,543,635

 

$150,545 

 

$15,952,114  

 

$(17,545,870) 

 

$(1,443,211) 

Stock compensation

 

 -

 

- 

 

449,919  

 

-  

 

449,919  

Reversal of issued options to purchase common stock from settlement of notes payable

 

 -

 

- 

 

(118,016) 

 

-  

 

(118,016) 

Reversal of eliminated derivative liability from conversion of debt

 

 -

 

- 

 

(86,199) 

 

-  

 

(86,199) 

Net loss

 

 -

 

- 

 

-  

 

(479,631) 

 

(479,631) 

Balance, December 31, 2023

 

150,543,635

 

$150,545 

 

$16,197,818  

 

$(18,025,501) 

 

$(1,677,138) 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

150,543,635

 

$150,545 

 

$15,287,798  

 

$(16,874,404) 

 

$(1,436,061) 

Stock compensation

 

 -

 

- 

 

910,020  

 

-  

 

910,020  

Settlement of notes payable with issuance of options to purchase common stock

 

 -

 

- 

 

118,016  

 

-  

 

118,016  

Eliminate derivative liability upon conversion of debt

 

 

 

 

 

86,199  

 

 

 

86,199  

Reversal of converted stock options upon amendment of notes payable agreement

 

 -

 

- 

 

(118,016) 

 

-  

 

(118,016) 

Reversal of previously eliminated derivative liability upon amendment of notes payable agreement

 

 -

 

- 

 

(86,199) 

 

-  

 

(86,199) 

Net loss

 

 -

 

- 

 

-  

 

(1,151,097) 

 

(1,151,097) 

Balance, December 31, 2023

 

 150,543,635

 

$150,545 

 

$16,197,818  

 

$(18,025,501) 

 

$(1,677,138) 

 

 

 

 

Common Stock

 

Additional

 

Accumulated

 

 

 

 

Shares

 

Amount

 

Paid-In Capital

 

Deficit

 

Total

Balance, September 30, 2024

 

 160,893,635

 

$160,895 

 

$19,844,236 

 

$(22,109,424) 

 

$(2,104,293) 

Stock compensation

 

 -

 

- 

 

59,701 

 

-  

 

59,701  

Net loss

 

 -

 

- 

 

- 

 

(218,755) 

 

(218,755) 

Balance, December 31, 2024

 

 160,893,635

 

$160,895 

 

$19,903,937 

 

$(22,328,179) 

 

$(2,263,347) 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2024

 

 150,043,635

 

$150,545 

 

$19,681,959 

 

$(21,925,000) 

 

$(2,092,496) 

Stock compensation

 

 -

 

- 

 

151,598 

 

-  

 

151,598  

Issuance of shares due to LeSalon Purchase

 

 10,350,000

 

10,350 

 

70,380 

 

-  

 

80,730  

Net loss

 

 -

 

- 

 

- 

 

(403,179) 

 

(403,179) 

Balance, December 31, 2024

  

 160,893,635

 

$160,895 

 

$19,903,937 

 

$(22,328,179) 

 

$(2,263,347) 

 

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


3


 

APPLIFE DIGITAL SOLUTIONS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Six Months Ended

December 31,

 

 

2024

 

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

$

(403,179) 

 

 

(1,151,097) 

Adjustment to reconcile change in net loss to net cash used in operating activities:

 

 

 

 

 

Amortization

 

201,314  

 

 

292,043  

Interest expense

 

35,755  

 

 

(40,665) 

Stock compensation expense

 

151,598  

 

 

910,020  

Gain on termination of conversion feature on debt

 

-  

 

 

(417,526)

Change in fair value of derivative liability

 

(244,770) 

 

 

28,947 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

-  

 

 

(1,680) 

Prepaid expenses and other current assets

 

(4,013 

 

 

(17,097) 

Inventories

 

-  

 

 

12,128  

Accounts payable and accrued expenses

 

112,228  

 

 

103,853  

Unearned income

 

-  

 

 

-  

Due from LeSalon

 

(3,531) 

 

 

-  

Net cash used in operating activities

 

(154,598) 

 

 

(199,744) 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from notes payable to stockholders

 

200,500  

 

 

280,000  

Proceeds from (repayments) amounts due to officer

 

(19,500) 

 

 

20,000  

Net cash provided from financing activities

 

181,000  

 

 

300,000  

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

26,402  

 

 

100,256 

Cash and cash equivalents, beginning of period

 

22,894  

 

 

57,619  

Cash and cash equivalents, end of period

$

49,296  

 

 

157,875  

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Increase in derivative liability upon issuance of convertible note

$

-  

 

$

280,000  

Payment of notes payable with issuance of options to purchase common stock

$

(4,800) 

 

$

-  

Payment of LeSalon deposit with Common Stock

$

80,730  

 

$

-  

 

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


4


 

APPLIFE DIGITAL SOLUTIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – Organization, Going Concern and Summary of Significant Accounting Policies 

 

Organization

 

APPlife Digital Solutions Inc. (the “Company”) is a business incubator and portfolio manager that uses digital technology to create and invest in e-commerce and cloud-based solutions. The Company was formed March 5, 2018 in Nevada and has a virtual office in San Francisco, California and the only employee works form Shanghai, China. Our office in San Francisco, California allows us to take advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity.  Our operations in Shanghai, China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter. 

Rooster Essentials APP SPV, LLC (the “Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items.

 

B2BCHX SPV LLC (the “B2BCHX”), incorporated on June 5, 2019, is a wholly owned subsidiary of the Company. B2BCHX does an independent background check on mainland Chinese companies for small businesses globally.

 

Office Hop, incorporated on January 28, 2021, is a wholly owned subsidiary of the Company. Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. Users can find an office or conference space for half-day, full-day, or weekly rental. Hosts can list their spare office or meeting rooms. 

 

Going Concern

 

The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. There can be no assurance that any additional financings, would be available to the Company on satisfactory terms and conditions if at all. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. All intercompany transactions have been eliminated in consolidation.

 

Cash and Cash Equivalents

 

For the purpose of the condensed consolidated statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less.


5


 

Income Taxes

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities.  The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.  The Company had no accrual for interest or penalties as of December 31, 2024.  The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California.  

 

Use of Estimates

 

Generally accepted accounting principles require that the condensed consolidated financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock-based compensation, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, derivate liabilities, and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates.  

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, Revenue from Contracts with Customers, by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Stock Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the condensed consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Net Loss per Share

 

Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The conversion features on convertible notes, the stock options outstanding and potentially dilutive.  Diluted net loss per common share is the same as basic net loss per common share as the potential dilutive shares are considered to be anti-dilutive. There were


6


98,745,976 potentially dilutive securities for the six months ended December 31, 2024 and 61,457,065 potentially dilutive securities for the six months ended December 31, 2023.

 

Fair Value of Financial Instruments

 

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 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 unobservable inputs and not corroborated by market data.  

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts reported in the Company’s financial statements for cash, and accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments.  

 

Derivative Liability

 

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the condensed consolidated balance sheet at fair value. As of December 31, 2024, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

 

Inventories

 

Inventories, consisting of raw materials, work in process and products available for sale, are primarily accounted for using the first-in, first-out method (“FIFO”), and are valued at the lower of cost or net realizable value. This valuation requires management to make judgements based on currently available information, about the likely method of disposition, such as through sales to individual customers and returns to product vendors. On June 30, 2024, the Company wrote off all inventory using the allowance method. Total inventory as of December 31, 2024, net of allowance for inventory reserves was $0.

 

Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of this on July 1, 2023 did not have a material impact on its financial statements.

 


7


In July 2023, the FASB issued ASU No 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” pursuant to SEC Staff Accounting Bulletin No. 120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.  The adoption of this on July 1, 2024, did not have a material impact on its financial statements. 

 

Recently Issued Accounting Standards Not Yet Adopted

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. We are assessing the impact of this guidance on our disclosures.

 

In November 2024, the FASB also issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require the disclosure of additional information about specific expense categories in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements will be effective for our fiscal year 2028 beginning on July 1, 2027, and interim reporting requirements will be effective beginning with our first quarter of fiscal year 2029. Early adoption is permitted. We are currently evaluating the impact of this amended disclosure guidance.

 

Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future condensed consolidated financial statements.


8


 

Note 2 – Revenues

 

The company recognizes revenue when it transfers its promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

 

The Company’s condensed consolidated revenue primarily comprises of Applife ROOSTER online sales of men’s grooming essentials.

 

Revenue consists of the following:

 

 

Three Months
Ended
December 31, 2024

 

 

Three Months
Ended
December 31, 2023

Rooster Essentials Sales

$

1,135 

 

$

1,944 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

1,135 

 

$

1,944 

 

 

Six Months
Ended
December 31, 2024

 

 

Six Months
Ended
December 31, 2023

Rooster Essentials Sales

$

2,103 

 

$

5,798 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

2,103 

 

$

5,798 

 

Rooster Essentials APP SPV, LLC (“Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items. As of December 31, 2024, Rooster sales make up 100% of revenue of the company.

 

For the Grooming Essential Sales, the Company defines its customer as an individual who purchases products through their website of mobile application. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products through a third-party e-commerce fulfillment center. The customer obtains control of the products upon the Company’s completion of its performance obligations. The company purchases and owns all inventory and sells directly with the end-use customer using a third-party fulfillment center.

 

B2BCHX is a fully developed app that is available in Google Play and a functioning ecommerce and mobile website. B2BCHX allows business owners around the world to order three levels of background checks in English on Chinese companies to prevent fraudulent business transactions and to gather information in order to gain confidence when doing business with a Chinese entity or to pursue legal remedy against a fraudulent Chinese Company. The reports are researched and written by a licensed law firm in Shanghai China in a partnership agreement with B2BCHX. The partnership splits the revenue 20% for the law firm, while Applife Digital Solutions receives 80%. As of December 31, 2024, the software for B2BCHX is fully developed but has yet to become operational. The Company is currently waiting for a change in Chinese law that will allow the law firm to share information of Chinese companies overseas.

 

Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. The company will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. Office Hop is expected to generate revenue from the 10-15% service fee charged to Users through the use of the app. As of December 31, 2024, the software for OfficeHop is fully developed but has yet to become operational.


9


 

Note 3 – Notes payable

 

On May 4, 2024, the Company financed its insurance premiums through its insurance broker amounting to $29,415 that carries an annual interest rate of 13.21% and matures through March 2025 in ten equal payments of $2,942. The net carrying amount of the note is $8,530 and $26,474 as of December 31, 2024 and June 30, 2024.

 

Note 4 – Convertible notes payable to stockholder

 

On February 4, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $350,000 (“February 2022 Notes”). The note will be paid in three tranches with first tranche of $100,000 received on March 28, 2022. The second and third tranches of $150,000 and $100,000 each, were received on May 3, 2022, and June 21, 2022, respectively. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $ 0.013. The February 2022 Notes contain embedded derivatives, see Note 9.

 

On August 26, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $325,000 (“August 2022 Notes”). The note is disbursed in three tranches with first tranche of $125,000 received on September 1, 2022. The second tranche of $100,000 was received on September 19, 2022 and the third tranche of $100,000 was received on October 15, 2022. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $0.046. The August 2022 Notes contain embedded derivatives, see Note 9.

 

On December 21, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $120,000 (“December 2022 Notes”). The note is disbursed in four tranches with first tranche of $40,000 received on January 10, 2023, and the remaining tranches of $20,000, $20,000 and $40,000 received on February 10, 2023, March 3, 2023 and March 31, 2023, respectively. The December 2022 Notes contain embedded derivatives, see Note 9.

 

On April 24, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $280,000 (“April 24, 2023 Notes”). The first tranche of $80,000 was received on July 31, 2023 and the remaining tranches of $100,000 each received on October 13, 2023 and December 1, 2023, respectively. The April 24, 2023 Notes contain embedded derivatives, see Note 9.

 

On April 30, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $100,000 (“April 30, 2023 Notes”). The note is disbursed in three tranches with the first tranche of $20,000 received on May 12, 2023, and the remaining tranches of $40,000 each received on May 31, 2023 and June 28, 2023, respectively. The April 30, 2023 Notes contain embedded derivatives, see Note 9.

 

On September 27, 2023, the Company converted the first tranche of the February 2022 Notes with principal balance amounting to $100,000 and $18,016 of accrued interest into 5,632,283 stock options. The options expire in five years with the exercise price at $0.02. The options were valued at $167,961 using Black Scholes.

 

On December 31, 2023, the Company amended the terms of the February 2022 Notes by revising its settlement from conversion into shares of the Company’s common stock to cash upon maturity, which is twelve (12) months following the date of amendment, losing the convertible feature of the February 2022 Notes and retaining the principal and interest on the 1st tranche that was previously converted amounting to $100,000 and $18,016, respectively.

 

On January 30, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $30,000. The note has a maturity date of January 25, 2025.

 

On May 2, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $30,000. The note has a maturity of May 2, 2025.

 

On April 29, 2024, the Company amended the conversion price of all the convertible promissory notes outstanding for common stock upon maturity. Upon execution and delivery of the amendment, 19,005,896 shares shall be issued to the Lender to convert all convertible notes to common stock. All convertible notes will be deemed satisfied and no longer outstanding after the issuance of shares. Execution of amendment will occur when one or more of the following


10


events takes place: (1) the closing of the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the company’s assets, (2) the consummation of the reorganization, merger or consolidation of the Company with or into another entity, or (3) the closing of the sale, transfer, or issuance, in one transaction or series of transactions of the company’s securities, and hold at least majority of the voting power of the capital stock of the Company. As September 30, 2024, no such event has occurred.

 

On June 26, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $50,000. The note has a maturity of June 26, 2025. The company received the funds on July 6, 2024.

 

On August 7, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $110,500. As of December 31, 2024, the company has received a total of $110,500.

 

On December 19, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $40,000. The note has a maturity of December 19, 2025. In addition to the payment of principal and interest, the holder shall receive an equity premium in common shares of the company in the amount of interest earned on the Note and converted into common stock at the price per share at the end of trading day on the date of the maturity date. Total amount of the equity premium is $4,400 and it is amortized over the life of the note.

 

The net carrying amount of the notes payable to shareholder is $640,500 and $440,000 as of December 31, 2024 and June 30, 2024, respectively. The remainder are convertible notes payable totaling $825,000 and $825,000, as of December 31, 2024 and June 30, 2024, respectively.

 

The outstanding balance of notes payable were as follows:

 

December 31, 2024

 

June 30, 2024

Non-convertible notes principal balance

$

640,500  

 

$

440,000  

Convertible Notes principal balance

$

825,000  

 

$

825,000  

Unamortized debt discount

 

(43,677) 

 

 

(245,191) 

$

1,416,823  

 

$

1,019,809  

 

A detailed roll forward schedule is shown as follows:

 

 

 

Amount

Balance of convertible notes payable, net of discount on June 30, 2024

$

1,019,809 

Amortization of debt discount 

 

201,314 

New Issuances

 

200,500 

Paydown of debt with common stock payable

 

(4,800)

Balance of convertible notes payable, net of discount as of December 31, 2024

$

1,416,823 

 

Note 5 – Related Party Transactions 

 

Due to Officer

 

During the six-months ended December 31, 2024, the Company received advances from its officer to pay for certain operating expenses. The balance due to the officer December 31, 2024 and June 30, 2024 was $49,000 and $68,500, respectively. There are no definitive repayment terms and no interest is accruing on these advances.

 

Notes Payable

 

During the six months ended December 31, 2024, the Company had promissory notes payable due to shareholders totaling $640,500 and convertible notes payable to shareholders totaling $825,000, offset by unamortized debt discount of $43,880. See Note 4 for more detailed information.


11


 

Note 6 – Concentrations 

 

Cash Concentration

 

The Company maintains its cash and cash equivalents at financial institutions in the United States and China, which may, at times, exceed federally insured limits or similar limits in foreign jurisdictions.  On September 30, 2024, the Company’s cash balance did not exceed the FDIC insurance limit.  The Company has not experienced any losses in such accounts.  

 

Note 7 – Commitments and Contingencies

 

Legal Matters

 

From time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business.

 

The Company is currently involved in a legal proceeding related to an alleged breach of contract related to a contractor performing IR services for Applife Digital Solutions.  The contractor is claiming $50,000 due to the daily penalty fee for non-payment.  ALDS does not believe that a breach of contract took place and believes this claim is without merit. The Company is currently hiring an attorney and requesting a continuance. The company is expecting these proceedings to go to small claims court, mediation, or if taken to court, filing a motion to dismiss. Due to these legal proceedings, the Company has accrued $15,000 in legal fees for settlement purposes.

 

The Company was not a party to any other legal actions or claims on December 31, 2024.

 

LeSalon Asset Purchase

 

On January 11, 2024, the Company agreed to pay Le Salon, a third party, a total consideration of $1,400,000 for the acquisition of certain intellectual property rights. The consideration comprised $100,000 in cash and $1,300,000 in the Company’s common stock. The intellectual property (“IP”) is currently being transitioned, and the Company expects the IP will be operational around the first quarter of 2025. Until the transfer of control is completed, the Company will not recognize the acquired IP on its balance sheet. As of December 31, 2024, the Company partially issued 10,350,000 common stock on August 9, 2024 at market value totaling $80,730.

 

Note 8 – Stockholders’ Deficit

 

As of December 31, 2024, and June 30, 2024, there were 160,893,635 and 150,543,635 shares of common stock issued and outstanding.

 

Restricted stock and stock options

 

During the three and six months ended December 31, 2024, the Company recognized stock compensation expense on outstanding restricted stock awards and stock options of $0 and $0, respectively. During the three and six months ended December 31, 2023, the Company recognized stock compensation expense on outstanding restricted stock awards and stock options of $449,919 and $910,021, respectively. The restricted stock options were fully vested as June 30, 2024.

 


12


 

During the three and six months ended December 31, 2024, the Company recognized $59,701 and $151,598 of expense related to the vesting of stock options to its board members and consultants. During the three and six months ended December 31, 2023, the Company recognized $90,545 and $191,271 of expense related to the vesting of stock options to its board members and consultants. Stock compensation expense is summarized as follows:

 

 

 

Three Months
Ended

 

 

Three Months
Ended

 

 

Six Months
Ended

 

 

Six Months
Ended

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2024

 

 

December 31,
2023

Restricted stock awards

 

$

-

 

 

$

359,374

 

 

$

-

 

$

718,750

Stock options awards

 

 

59,701

 

 

 

90,545

 

 

 

151,598

 

 

191,270

Total

 

$

59,701

 

 

$

449,919

 

 

$

151,598

 

$

910,020

 

During the six months ended December 31, 2024, the Company granted 0 options to its board members and consultants and cancelled 0 options. The options granted in fiscal year 2024 vest pro-rata over the vesting period, have exercise prices ranging from $0.01 - $0.018 and expire in five years from the date of grant.

 

 

Options 

 

Weighted

Average

Exercise Price

per Share

 

Weighted

Average

Remaining

Life (Years) 

Outstanding – June 30, 2023

 

 

51,322,083

 

 

$

0.04

 

 

 

4.14

Granted

 

 

15,773,265

 

 

 

0.02

 

 

 

4.62

Reversal of conversion

 

 

(5,638,283)

 

 

 

-

 

 

 

-

Expired/Cancelled

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2023

 

 

61,457,065

 

 

$

0.05

 

 

 

3.97

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding – June 30, 2024

 

 

98,745,976

 

 

$

0.05

 

 

 

3.74

Granted

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2024

 

 

98,745,976

 

 

$

0.03

 

 

 

3.22

 

In connection with the options the Company and valued with Black Scholes using the following inputs:

 

 

 

 

Six Months Ended

December 31, 2024

 

Stock price

 

 

$

0.017 – 0.021

 

Exercise price

 

 

$

0.017 – 0.021

 

Expected term (in years)

 

 

 

1.00 – 5.00

 

Volatility (annual)

 

 

 

250.6% – 297.8

Risk-free rate

 

 

 

3.48% - 4.67

%

Note 9 – Derivative Liability

 

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate.  Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.


13


 

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the six months ended December 31, 2024 is as follows:

 

 

 

Six Months Ended

December 31, 2024

Stock price

 

$

0.01

Exercise price

 

$

0.01

Contractual term (in years)

 

 

0.068 – 0.665

Volatility (annual)

 

 

306%

Risk-free rate

 

 

4.38% – 4.93%

 

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

 

Financial Liabilities Measured at Fair Value on a Recurring Basis

 

Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:

 

 

 

Fair value measured at December 31, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

Total

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value measured at June 30, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

June 30, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

Total

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

 

The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

 

 

·

Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; 

 

 

 

 

·

Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and 

 

 

 

 

·

Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. 

 

There were no transfers between Level 1, 2 or 3 during six months ended December 31, 2024.

 

During the three and six months ended December 31, 2024, the Company recorded losses of $100,075 and $244,770 respectively, from the change in fair value of derivative liability.

 


14


During the three and six months ended December 31, 2023, the Company recorded losses of $81,588 and $28,947 respectively, from the change in fair value of derivative liability.

 

The following table presents changes in Level 3 liabilities measured at fair value for the period ended September 30, 2024:

 

 

 

Derivative Liability

Balance as of June 30, 2024

 

$

728,351 

Change in fair value

 

 

(244,770)

Balance as of December 31, 2024

 

$

483,581 

The balance of the derivative liability at December 31, 2024 and June 30, 2024 was $483,581 and $728,351, respectively.

 

Note 10 – Subsequent Events

 

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that the following material events occurred.

 

Proposed Acquisition

 

On January 21, 2025, the Company entered into a non-binding Letter of Intent to effect a reverse merger with a private company (“the Target”). Under the proposed transaction, the Target will become a wholly owned subsidiary of the Company; however, the Target’s stakeholders are expected to control the combined entity, holding approximately 87% of the post-transaction common stock, with existing Company shareholders retaining roughly 13%. As part of the transaction, the Target will pay consideration to the Company consisting of $300,000 in cash and $450,000 of Series B Preferred Stock, subject to customary closing conditions. No adjustments have been recorded in the financial statements pending the consummation of the transaction.


15


 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

Overview

 

APPlife Digital Solutions, Inc. (the “Company”) was formed March 5, 2018, in Nevada and has offices in San Francisco, California and Shanghai, China.  Our office in San Francisco, California allows us to take advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity.  Our offices in Shanghai, China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe.  The Company’s mission is using digital technology to create and invest in eCommerce and Cloud based businesses that make life, business and living easier, more efficient, and just smarter.

 

Plan of Operation

 

Our marketing and business management/executive team will operate from both Shanghai China and our offices in San Francisco. Matt Reid is technically the only employee of the Company, and he resides in Shanghai, China, in order to manage the independent contractor teams of developers the Company hires. We have an attorney in Shanghai engaged to help us with the contracts and negotiations with developers and other similar items. We have multiple independent contractor team members for the Company that live and work in the US who make up our business management and executive teams.  They do not operate in China, and we generate no revenue in China. Our independent contractors fill positions such as Chief Legal Officer, Executive Project Director, Accountant and Investor relations manager and are all located in New York. Our Director of Marketing, PR agent and multiple lower-level independent contractors reside and work in California. None of the operating business models we have are generating any revenue from Chinese based businesses. Currently 100% of our revenue comes from an ecommerce platform servicing US customers and there are no current plans to buy or develop any new Chinese based business models.

 

We will continue to explore new concepts and opportunities to invest in projects that meet our criteria We have incurred expenses and operating losses, as part of our activities in developing e-commerce platforms, B2BCHX, OFFICEHOP, ROOSTER ESSENTIALS, Valida and Global Hemp Service LLC.  The capital we raise will go into marketing, acquisitions, and revenue generation. We believe this will take our vision forward and to the next level.

 

The APPlife Digital Solutions business model is two-fold. First, is to market our current in-house developed projects ecommerce and cloud-based business over the next year, work to add partnerships and add additional in-house developed projects. We plan to engage multiple resources such as adding staff, create partnerships, and as capital becomes available, to market and grow revenue.

 

The second, but equally important part of our business model is to target acquisitions and projects that can be assisted by our marketing and capitalization capabilities where we can play an active role in the project’s success and make the acquisitions to add to our revenue stream. We seek acquisition targets that have a model that fits our vision and area of interest, is currently generating revenue with room for growth and a strong management team that will stay on board and continue to operate the entity post-acquisition. We have signed an asset purchase agreement to buy the assets around the operations of an online beauty company with revenue.


16


 

Our current projects:

 

B2BCHX is our first fully developed app that is available in Google Play and a functioning ecommerce and mobile website.  B2BCHX allows business owners around the world to order three levels of background checks in English on Chinese companies to prevent fraudulent business transactions, to gather information in order to gain confidence when doing business with a Chinese entity or to pursue legal remedy against fraudulent Chinese Company. The reports are researched and written by a licensed law firm in Shanghai China in a partnership agreement with B2BCHX. These reports are not auto generated and are carefully researched to give our users the most accurate information.  The retail price for each report is $79, $399 and $1299. The partnership with the law firm is on a 20% revenue share, which leaves B2BCHX an 80% per report profit margin to cover development expenses, maintenance and profit. We are waiting for a temporary law change that will allow the attorney to send information on Chinese entities overseas.

 

ROOSTER ESSENTIALS ecommerce website, has been operations in the third quarter of fiscal year 2020 and launched its full commercial operations in the second quarter of 2022.  ROOSTER ESSENTIALS is an online men’s grooming supply store, and it allows men to fully customize which products they receive and set up an auto-delivery schedule for each product for automatic recurring delivery. ROOSTER ESSENTIALS currently carries over 200 products from over 80 brands.  We anticipate the sources of revenue will come from purchases, advertising and sponsorships.

 

OFFICE HOP entered beta testing in the fourth quarter of 2021 and is now fully functional. We believe OFFICE HOP fits perfectly into the needs of the post Covid working world, where short-term offices and meeting rooms will be in high demand. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Those offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. We will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. The revenue is expected to come from the 10-15% service fee charged to Users for finding and making a transaction with one of our listed properties. The platform is global. We will begin operations in North America and Europe and then eventually operate in South America and Asia.

 

Global Hemp Services LLC is a low risk and low-cost participation in the fast growing Hemp and CBD market space. We have licensed out our fully functional ecommerce platform in exchange for a 15% equity position and 2.5% revenue share, with exclusive rights to purchase an additional 36% of the equity (for a total of 51%) upon reaching revenue benchmarks. Global Hemp Service LLC distributes Hemp and CBD products globally, including Hemp based building materials, textiles, plastics, paper, personal care items and various CBD products. They will distribute wholesale to shops and stores and retail directly to consumers.

 

Lollipop NFT will have a new name and will now be known as Valida. We have changed the model initially presented for Lollipop.  Formerly an online marketplace, consignment store, creator platform, and wallet, it is now intended to be what we call a super wallet. It is non-custodial and will be able to be connected through API directly to various marketplaces of the user’s choice. We will focus on storing and sharing of NFTs that represent practical use. For example, we will focus on Driver’s licenses, Diplomas, Real Estate escrow documents and title. The storage and ability to reference these valuable NFT documents as well as collections of NFT for storage will be available as the core model. The wallet will be a digital wallet, with cold storage for security.  Once completed the system code will be audited by a third-party auditor and there will be multiple security daemons to monitor account login and asset transfers to protect the user. We have completed the design and preliminary development phase of this project, but have not yet begun writing the code.  We plan to use the Polygon blockchain to create the wallet and have also lined up tech support with Polygon.  We anticipate having a cold wallet system that allows the users to transfer between storage and active modes and plan to include 2FA, fingerprint and/or facial recognition technology. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers and withdrawals, however we may be liable for any cybersecurity breach resulting in the loss of customer assets. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers and withdrawals.  The main focus of our user base will be practical use NFTs. We believe this is the future best use scenario for NFTs. This is what we believe will set us apart from those systems designed to buy and sell digital art and items that may be considered securities. We expect users to store their important documents and certifications in files. An example is we will allow universities to bulk upload diplomas into the system that will be an image of the


17


certificate with the graduate’s name in place. The Meta Data will show in a border area that discloses the name of the University, the degree, date of issue and an official University stamp. The User will have the option of receiving the NFT version by registering and then using a code provided by the school to download the diploma NFT into the wallet. This would also apply to Driver’s licenses issued by State DMVs, Real Estate Broker licenses, Wills and other important legal documents, Escrow or Title paperwork. We are not intending on blocking people from storing other types of NFTs, but our format and storage UI is not appealing to those collecting digital art. Our interface will resemble a windows filing system. It is tailored to cater to file storage for the practical use type.

 

Our DRINX project is in early stage of development and we believe the beta version will be ready by the second quarter of fiscal year 2025. DRINX app allows anyone to purchase a virtual drink ticket anywhere and at any time for friends and colleagues. We anticipate the sources of revenue will come from advertising and sponsorships from alcohol companies promoting products on the app, user fee of $0.99 to send each drink and discounts provided by the bars and restaurants for purchases made by the app.

 

Results of Operations for Three Months Ended December 31, 2024 and December 31, 2023

 

Revenue

 

For the three months ended December 31, 2024 and 2023, we generated revenue of $1,135 and $1,944, respectively. The Company has been in the process of marketing and developing its apps, hiring developers and coders, incurring professional fees for registering its common stock and identifying other apps and partnerships to generate revenues as the Company expands its operations.

 

The decrease was primarily due to successful marketing efforts in 2023 that decreased in 2024.

 

Operating Loss

 

For the three months ended December 31, 2024 and 2023 we had operating losses of $200,020 and $592,495, respectively.  This decrease was due primarily to less stock compensation in 2024 compared to 2023.

 

Other Income (Expense)

 

For the three months ended December 31, 2024 and 2023, we had other income (expense) of $(18,735) and $112,864, respectively. The other income during the three months ended December 31, 2024, was due to interest expense of $118,810 and change in fair value of derivative liabilities of $100,075. The other expense during the three months ended December 31, 2023, was due to the interest expense of $223,074, and gain on termination of conversion feature on debt of $417,526, partially offset by the change in fair value of derivative liabilities of $81,588.

 

Net loss

 

We reported a net loss of $218,755 and $479,631 for the three months ended December 31, 2024, and 2023, respectively.

 

Results of Operations for Six Months Ended December 31, 2024 and December 31, 2023

 

Revenue

 

For the six months ended December 31, 2024 and 2023, we generated revenue of $2,103 and $5,798, respectively. The Company has been in the process of marketing and developing its apps, hiring developers and coders, incurring professional fees for registering its common stock and identifying other apps and partnerships to generate revenues as the Company expands its operations.

 

The decrease was primarily due to successful marketing efforts in 2023 that decreased in 2024.

 


18


 

Operating Loss

 

For the six months ended December 31, 2024 and 2023 we had operating losses of $373,378 and $1,177,804, respectively.  This decrease was due primarily to less stock compensation in 2024 compared to 2023.

 

Other Income (Expense)

 

For the six months ended December 31, 2024 and 2023, we had other income (expense) of $(29,801) and $26,707, respectively. The other income during the six months ended December 31, 2024, was due to interest expense of $274,571 and change in fair value of derivative liabilities of $244,770. The other expense during the six months ended December 31, 2023, was due to the interest expense of $361,872, and gain on termination of conversion feature on debt of $417,526, partially offset by the change in fair value of derivative liabilities of $28,947.

 

Net loss

 

We reported a net loss of $403,179 and $1,151,097 for the six months ended December 31, 2024, and 2023, respectively.

 

Working Deficit

 

 

December 31, 2024

 

 

June 30, 2024

Current assets

$

74,162  

 

$

61,691  

Current liabilities

 

2,521,770  

 

 

2,254,187  

Working deficit

$

(2,447,608) 

 

$

(2,192,496) 

 

We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we will have to issue debt or equity or enter into a strategic arrangement with a third party. The current liabilities as of December 31, 2024 and June 30, 2024 amounting to $2,521,770 and $2,254,187, respectively, include $483,581 and $728,351 of derivative liabilities which relate to the convertible notes payable and stock options.  Upon exercise of the stock options and settlement of notes payable, the derivative liability will be reclassified as equity.

 

Going Concern

As reflected in the accompanying condensed consolidated financial statements, the Company has minimal revenue generating operations and has an accumulated deficit of $22,338,179 and $21,925,000 as of September 30, 2024 and June 30, 2024, respectively. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company anticipates additional equity financing to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations.  

 

Liquidity and Capital Resources

 

 

Three Months Ended December 31, 2024

 

Three Months Ended December 31, 2024

Net Cash (Used) in Operating Activities

$

(154,598) 

$

(199,744) 

Net Cash (Used) in Investing Activities

 

 

 

 

Net Cash Provided by Financing Activities

 

181,000  

 

300,000  

Net (Decrease) in Cash

$

26,402  

$

(100,256) 

 

Our cash balance was $49,296 as of December 31, 2024.  We recorded a net loss of $403,179 for the six months ended December 31, 2024. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our apps and business operations.  We anticipate generating revenues


19


with our B2BCHX app, but only minimal revenues for our other apps over the next twelve months.  Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan.  If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and condensed consolidated financial condition.  There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

 

We presently do not have any significant credit available, bank financing or other external sources of liquidity.  Due to our operating losses, our operations have not been a source of liquidity.  We will need to obtain additional capital in order to expand operations and become profitable.  In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders.  There can be no assurance that we will be successful in obtaining additional funding.

 

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing stockholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

 

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned marketing efforts and development of our apps, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

 

·Curtail the development of our apps,    

·Seek strategic partnerships that may force us to relinquish significant rights to our apps, or    

·Explore potential mergers or sales of significant assets of our Company.   

 

Operating Activities

 

During the six months ended December 31, 2024 and 2023, the Company used $154,598 and $199,744 in cash to fund our operating activities, respectively.

 

During the six months ended December 31, 2024, the cash used in operating activities was the result of net loss during the period partially offset by stock compensation expense, amortization of debt discount, interest expense, offset by change in fair value of derivative liabilities.

 

During the six months ended December 31, 2023, the cash used in operating activities was the result of net loss during the period and gain from change in fair value of derivative liabilities, partially offset by amortization of debt discount, interest expense, issuances of common stock for services, stock compensation expense and an increase in working capital accounts.

 

Investing Activities

 

During the six months ended December 31, 2024 and 2023, the company did not have any investing activities.

 

Financing Activities  

 

Net cash provided by financing activities was $181,000 and $300,000 during the six months ended December 31, 2024 and 2023, respectively.


20


During the six months ended December 31, 2024, the Company received $200,500 of proceeds from the issuance of notes payable to stockholders and paid a $19,500 payments of the balance amounts of due to officer.

 

During the six months ended December 31, 2023, the Company received $280,000 of proceeds from the issuance of notes payable to shareholders and received a $20,000 advance from an officer.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Note 1, “Summary of Significant Accounting Policies,” of the Notes to Financial Statements included in this Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

 

Revenue Recognition

 

The Company will recognize revenue from the sale of products and services in accordance with ASC 606, Revenue from Contracts with Customers, by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Stock Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the condensed consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Derivative Liability

 

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the condensed consolidated balance sheet at fair value.  As of December 31, 2024, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term.  These assumptions require significant management judgment.  In addition, changes in


21


any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

 

Emerging Growth Company

 

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

 

Seasonality

 

We do not expect our sales to be impacted by seasonal demands for our products and services.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. 

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.


22


 

PART II - OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS.

 

The Company is currently involved in a legal proceeding related to an alleged breach of contract related to a contractor performing IR services for Applife Digital Solutions.  The contractor is claiming $50,000 due to the daily penalty fee for non-payment.  ALDS does not believe that a breach of contract took place and believes this claim is without merit. The Company is currently hiring an attorney and requesting a continuance. The company is expecting these proceedings to go to small claims court, mediation, or if taken to court, filing a motion to dismiss. Due to these legal proceedings, the Company has accrued $15,000 in legal fees for settlement purposes.

 

We know of no other material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A.  RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4.  MINE SAFETY DISCLOSURES.

 

Not Applicable.

 

ITEM 5.  OTHER INFORMATION.

 

None.

 

ITEM 6.  EXHIBITS

 

Exhibit Number

 

Description of Exhibit

 

Filing

31.1

 

Certification of Principal Executive Officer Pursuant to Rule 13a-14

 

Filed herewith.

31.2

 

Certification of Principal Financial Officer Pursuant to Rule 13a-14

 

Filed herewith.

32.1

 

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 

Filed herewith.

101.INS*

 

XBRL Instance Document

 

Filed herewith.

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

Filed herewith.

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith.

101.LAB*

 

XBRL Taxonomy Extension Labels Linkbase Document

 

Filed herewith.

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith.

101.DEF*

  

XBRL Taxonomy Extension Definition Linkbase Document

  

Filed herewith.

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.


23


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

APPLIFE DIGITAL SOLUTIONS, INC.

 

 

Dated: February 13, 2025

/s/ Matt Reid 

  

Matt Reid,

 

Principal Executive Officer,

 

Principal Accounting Officer and Director


24

EXHIBIT 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

 

I, Matt Reid, certify that:

 

1. I have reviewed this Quarterly Report for the quarter ended December 31, 2024 on Form 10-Q of APPlife Digital Solutions, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 13, 2025

 

 

/s/ Matt Reid

 

By:

Matt Reid

 

Its:

Chief Executive Officer (Principal Executive Officer)

 

EXHIBIT 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

 

I, Matt Reid, certify that:

 

1. I have reviewed this Quarterly Report for the Quarter ended December 31, 2024 on Form 10-Q of APPlife Digital Solutions, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: February 13, 2025

  

 

/s/ Matt Reid

 

By:

Matt Reid

 

Its:

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

EXHIBIT 32.1

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of APPlife Digital Solutions, Inc. (the “Company”) on Form 10-Q for the Quarter ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matt Reid, Chief Executive Officer and Chief Financial Officer certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

 

/s/ Matt Reid

 

By:

Matt Reid

 

 

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

Dated: February 13, 2025

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.25.0.1
Document and Entity Information - shares
6 Months Ended
Dec. 31, 2024
Feb. 13, 2025
Details    
Registrant CIK 0001755101  
Fiscal Year End --06-30  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Securities Act File Number 000-54524  
Entity Registrant Name APPLIFE DIGITAL SOLUTIONS, INC.  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 30-0678378  
Entity Address, Address Line One 50 California St  
Entity Address, Address Line Two #1500  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94111  
City Area Code 415  
Local Phone Number 439 5260  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   160,893,635
Amendment Flag false  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q2  
v3.25.0.1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Current assets    
Cash $ 49,296 $ 22,894
Prepaid expenses 24,866 38,797
Total current assets 74,162 61,691
Due from LeSalon 3,531 0
Deposit on asset purchase 180,730 100,000
Total assets 258,423 161,691
Current liabilities    
Accounts payable and accrued expenses 559,036 411,053
Common Stock Payable 4,800 0
Notes payable to shareholders, net 1,416,823 1,019,809
Notes payable 8,530 26,474
Derivative liabilities 483,581 728,351
Due to officer 49,000 68,500
Total current liabilities 2,521,770 2,254,187
Total liabilities 2,521,770 2,254,187
Stockholders' deficit    
Common stock, $0.001 par value, 500,000,000 shares authorized; 160,893,635 and 150,543,635 shares issued and outstanding as of both December 31, 2024 and June 30, 2024 160,895 150,545
Additional paid-in capital 19,903,937 19,681,959
Accumulated deficit (22,328,179) (21,925,000)
Total stockholders' deficit (2,263,347) (2,092,496)
Total liabilities and stockholders' deficit $ 258,423 $ 161,691
v3.25.0.1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares
Dec. 31, 2024
Jun. 30, 2024
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS    
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 500,000,000 500,000,000
Common Stock, Shares, Issued 160,893,635 150,543,635
Common Stock, Shares, Outstanding 160,893,635 150,543,635
v3.25.0.1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Revenue $ 1,135 $ 1,944 $ 2,103 $ 5,798
Cost of goods sold (261) (10,854) (260) (12,312)
Gross (loss) profit 874 (8,910) (1,843) (6,514)
Operating expenses 200,894 583,585 375,221 1,171,290
Total operating expenses 200,894 584,585 375,221 1,171,290
Loss from operations (200,020) (592,495) (373,378) (1,177,804)
Other income (expense)        
Interest expense (118,810) (223,074) (274,571) (361,872)
Gain on termination of conversion feature on debt 0 417,526 0 417,526
Change in fair value of derivative liability 100,075 (81,588) 244,770 (28,947)
Net loss before provision for income taxes (218,755) (479,631) (403,179) (1,151,097)
Provision for income taxes 0 0 0 0
Net loss $ (218,755) $ (479,631) $ (403,179) $ (1,151,097)
Basic and diluted loss per share $ (0) $ (0.01) $ (0) $ (0.02)
Average number of common shares outstanding - basic and diluted 160,893,635 60,543,635 157,406,135 60,543,635
v3.25.0.1
Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
Common Stock
Additional Paid-in Capital
Retained Earnings
Total
Equity, Attributable to Parent, Beginning Balance at Jun. 30, 2023 $ 150,545 $ 15,287,798 $ (16,874,404) $ (1,436,061)
Shares, Outstanding, Beginning Balance at Jun. 30, 2023 150,543,635      
Stock compensation expense $ 0 (910,020) 0 (910,020)
Net loss 0 0 (1,151,097) (1,151,097)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2023 $ 150,545 16,197,818 (18,025,501) (1,677,138)
Shares, Outstanding, Ending Balance at Dec. 31, 2023 150,543,635      
Stock compensation expense $ 0 910,020 0 910,020
Settlement of notes payable with issuance of options to purchase common stock 0 118,016 0 118,016
Settlement of derivative liability upon conversion of debt   86,199   86,199
Reversal of converted stock options upon amendment of notes payable agreement 0 (118,016) 0 (118,016)
Reversal of previously eliminated derivative liability upon amendment of notes payable agreement 0 (86,199) 0 (86,199)
Equity, Attributable to Parent, Beginning Balance at Sep. 30, 2023 $ 150,545 15,952,114 (17,545,870) (1,443,211)
Shares, Outstanding, Beginning Balance at Sep. 30, 2023 150,543,635      
Stock compensation expense $ 0 (449,919) 0 (449,919)
Net loss 0 0 (479,631) (479,631)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2023 $ 150,545 16,197,818 (18,025,501) (1,677,138)
Shares, Outstanding, Ending Balance at Dec. 31, 2023 150,543,635      
Stock compensation expense $ 0 449,919 0 449,919
Reversal of issued options to purchase common stock from settlement of notes payable 0 (118,016) 0 (118,016)
Reversal of eliminated derivative liability from conversion of debt 0 (86,199) 0 (86,199)
Equity, Attributable to Parent, Beginning Balance at Jun. 30, 2024 $ 150,545 19,681,959 (21,925,000) (2,092,496)
Shares, Outstanding, Beginning Balance at Jun. 30, 2024 150,043,635      
Stock compensation expense $ 0 (151,598) 0 (151,598)
Net loss 0 0 (403,179) (403,179)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2024 $ 160,895 19,903,937 (22,328,179) (2,263,347)
Shares, Outstanding, Ending Balance at Dec. 31, 2024 160,893,635      
Stock compensation expense $ 0 151,598 0 151,598
Issuance of shares due to LeSalon Purchase $ 10,350 70,380 0 80,730
Issuance of shares due to LeSalon PurchaseShare 10,350,000      
Equity, Attributable to Parent, Beginning Balance at Sep. 30, 2024 $ 160,895 19,844,236 (22,109,424) (2,104,293)
Shares, Outstanding, Beginning Balance at Sep. 30, 2024 160,893,635      
Stock compensation expense $ 0 (59,701) 0 (59,701)
Net loss 0 0 (218,755) (218,755)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2024 $ 160,895 19,903,937 (22,328,179) (2,263,347)
Shares, Outstanding, Ending Balance at Dec. 31, 2024 160,893,635      
Stock compensation expense $ 0 $ 59,701 $ 0 $ 59,701
v3.25.0.1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (403,179) $ (1,151,097)
Adjustment to reconcile change in net loss to net cash used in operating activities    
Amortization 201,314 292,043
Interest expense 35,755 (40,665)
Stock compensation expense 151,598 910,020
Gain on termination of conversion feature on debt 0 (417,526)
Change in fair value of derivative liability (244,770) 28,947
Changes in operating assets and liabilities    
Accounts receivable 0 (1,680)
Prepaid expenses and other current assets (4,013) (17,097)
Inventories 0 12,128
Accounts payable and accrued expenses 112,228 103,853
Unearned income 0 0
Due from LeSalon (3,531) 0
Net Cash Provided by (Used in) Operating Activities (154,598) (199,744)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from notes payable to stockholders 200,500 280,000
Proceeds from (repayments) amounts due to officer (19,500) 20,000
Net cash provided from financing activities 181,000 300,000
Net decrease in cash and cash equivalents 26,402 100,256
Cash and cash equivalents, beginning of period 22,894 57,619
Cash and cash equivalents, end of period 49,296 157,875
Non-cash investing and financing activities    
Increase in derivative liability upon issuance of convertible note 0 280,000
Payment of notes payable with issuance of options to purchase common stock (4,800) 0
Payment of LeSalon deposit with Common Stock $ 80,730 $ 0
v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies
6 Months Ended
Dec. 31, 2024
Notes  
Note 1 - Organization and Summary of Significant Accounting Policies

Note 1 – Organization, Going Concern and Summary of Significant Accounting Policies 

 

Organization

 

APPlife Digital Solutions Inc. (the “Company”) is a business incubator and portfolio manager that uses digital technology to create and invest in e-commerce and cloud-based solutions. The Company was formed March 5, 2018 in Nevada and has a virtual office in San Francisco, California and the only employee works form Shanghai, China. Our office in San Francisco, California allows us to take advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity.  Our operations in Shanghai, China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter. 

Rooster Essentials APP SPV, LLC (the “Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items.

 

B2BCHX SPV LLC (the “B2BCHX”), incorporated on June 5, 2019, is a wholly owned subsidiary of the Company. B2BCHX does an independent background check on mainland Chinese companies for small businesses globally.

 

Office Hop, incorporated on January 28, 2021, is a wholly owned subsidiary of the Company. Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. Users can find an office or conference space for half-day, full-day, or weekly rental. Hosts can list their spare office or meeting rooms. 

 

Going Concern

 

The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. There can be no assurance that any additional financings, would be available to the Company on satisfactory terms and conditions if at all. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. All intercompany transactions have been eliminated in consolidation.

 

Cash and Cash Equivalents

 

For the purpose of the condensed consolidated statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less.

 

Income Taxes

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities.  The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.  The Company had no accrual for interest or penalties as of December 31, 2024.  The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California.  

 

Use of Estimates

 

Generally accepted accounting principles require that the condensed consolidated financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock-based compensation, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, derivate liabilities, and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates.  

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, Revenue from Contracts with Customers, by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

Stock Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the condensed consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Net Loss per Share

 

Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The conversion features on convertible notes, the stock options outstanding and potentially dilutive.  Diluted net loss per common share is the same as basic net loss per common share as the potential dilutive shares are considered to be anti-dilutive. There were

98,745,976 potentially dilutive securities for the six months ended December 31, 2024 and 61,457,065 potentially dilutive securities for the six months ended December 31, 2023.

 

Fair Value of Financial Instruments

 

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 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 unobservable inputs and not corroborated by market data.  

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts reported in the Company’s financial statements for cash, and accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments.  

 

Derivative Liability

 

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the condensed consolidated balance sheet at fair value. As of December 31, 2024, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

 

Inventories

 

Inventories, consisting of raw materials, work in process and products available for sale, are primarily accounted for using the first-in, first-out method (“FIFO”), and are valued at the lower of cost or net realizable value. This valuation requires management to make judgements based on currently available information, about the likely method of disposition, such as through sales to individual customers and returns to product vendors. On June 30, 2024, the Company wrote off all inventory using the allowance method. Total inventory as of December 31, 2024, net of allowance for inventory reserves was $0.

 

Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of this on July 1, 2023 did not have a material impact on its financial statements.

 

In July 2023, the FASB issued ASU No 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” pursuant to SEC Staff Accounting Bulletin No. 120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.  The adoption of this on July 1, 2024, did not have a material impact on its financial statements. 

 

Recently Issued Accounting Standards Not Yet Adopted

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. We are assessing the impact of this guidance on our disclosures.

 

In November 2024, the FASB also issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require the disclosure of additional information about specific expense categories in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements will be effective for our fiscal year 2028 beginning on July 1, 2027, and interim reporting requirements will be effective beginning with our first quarter of fiscal year 2029. Early adoption is permitted. We are currently evaluating the impact of this amended disclosure guidance.

 

Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future condensed consolidated financial statements.

v3.25.0.1
Note 2 - Revenues
6 Months Ended
Dec. 31, 2024
Notes  
Note 2 - Revenues

Note 2 – Revenues

 

The company recognizes revenue when it transfers its promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

 

The Company’s condensed consolidated revenue primarily comprises of Applife ROOSTER online sales of men’s grooming essentials.

 

Revenue consists of the following:

 

 

Three Months
Ended
December 31, 2024

 

 

Three Months
Ended
December 31, 2023

Rooster Essentials Sales

$

1,135 

 

$

1,944 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

1,135 

 

$

1,944 

 

 

Six Months
Ended
December 31, 2024

 

 

Six Months
Ended
December 31, 2023

Rooster Essentials Sales

$

2,103 

 

$

5,798 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

2,103 

 

$

5,798 

 

Rooster Essentials APP SPV, LLC (“Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items. As of December 31, 2024, Rooster sales make up 100% of revenue of the company.

 

For the Grooming Essential Sales, the Company defines its customer as an individual who purchases products through their website of mobile application. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products through a third-party e-commerce fulfillment center. The customer obtains control of the products upon the Company’s completion of its performance obligations. The company purchases and owns all inventory and sells directly with the end-use customer using a third-party fulfillment center.

 

B2BCHX is a fully developed app that is available in Google Play and a functioning ecommerce and mobile website. B2BCHX allows business owners around the world to order three levels of background checks in English on Chinese companies to prevent fraudulent business transactions and to gather information in order to gain confidence when doing business with a Chinese entity or to pursue legal remedy against a fraudulent Chinese Company. The reports are researched and written by a licensed law firm in Shanghai China in a partnership agreement with B2BCHX. The partnership splits the revenue 20% for the law firm, while Applife Digital Solutions receives 80%. As of December 31, 2024, the software for B2BCHX is fully developed but has yet to become operational. The Company is currently waiting for a change in Chinese law that will allow the law firm to share information of Chinese companies overseas.

 

Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. The company will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. Office Hop is expected to generate revenue from the 10-15% service fee charged to Users through the use of the app. As of December 31, 2024, the software for OfficeHop is fully developed but has yet to become operational.

v3.25.0.1
Note 3 - Notes payable
6 Months Ended
Dec. 31, 2024
Notes  
Note 3 - Notes payable

Note 3 – Notes payable

 

On May 4, 2024, the Company financed its insurance premiums through its insurance broker amounting to $29,415 that carries an annual interest rate of 13.21% and matures through March 2025 in ten equal payments of $2,942. The net carrying amount of the note is $8,530 and $26,474 as of December 31, 2024 and June 30, 2024.

v3.25.0.1
Note 4 - Convertible notes payable to stockholder
6 Months Ended
Dec. 31, 2024
Notes  
Note 4 - Convertible notes payable to stockholder

Note 4 – Convertible notes payable to stockholder

 

On February 4, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $350,000 (“February 2022 Notes”). The note will be paid in three tranches with first tranche of $100,000 received on March 28, 2022. The second and third tranches of $150,000 and $100,000 each, were received on May 3, 2022, and June 21, 2022, respectively. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $ 0.013. The February 2022 Notes contain embedded derivatives, see Note 9.

 

On August 26, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $325,000 (“August 2022 Notes”). The note is disbursed in three tranches with first tranche of $125,000 received on September 1, 2022. The second tranche of $100,000 was received on September 19, 2022 and the third tranche of $100,000 was received on October 15, 2022. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $0.046. The August 2022 Notes contain embedded derivatives, see Note 9.

 

On December 21, 2022, the Company sold convertible note bearing 12% interest per annum in the principal amount of $120,000 (“December 2022 Notes”). The note is disbursed in four tranches with first tranche of $40,000 received on January 10, 2023, and the remaining tranches of $20,000, $20,000 and $40,000 received on February 10, 2023, March 3, 2023 and March 31, 2023, respectively. The December 2022 Notes contain embedded derivatives, see Note 9.

 

On April 24, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $280,000 (“April 24, 2023 Notes”). The first tranche of $80,000 was received on July 31, 2023 and the remaining tranches of $100,000 each received on October 13, 2023 and December 1, 2023, respectively. The April 24, 2023 Notes contain embedded derivatives, see Note 9.

 

On April 30, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $100,000 (“April 30, 2023 Notes”). The note is disbursed in three tranches with the first tranche of $20,000 received on May 12, 2023, and the remaining tranches of $40,000 each received on May 31, 2023 and June 28, 2023, respectively. The April 30, 2023 Notes contain embedded derivatives, see Note 9.

 

On September 27, 2023, the Company converted the first tranche of the February 2022 Notes with principal balance amounting to $100,000 and $18,016 of accrued interest into 5,632,283 stock options. The options expire in five years with the exercise price at $0.02. The options were valued at $167,961 using Black Scholes.

 

On December 31, 2023, the Company amended the terms of the February 2022 Notes by revising its settlement from conversion into shares of the Company’s common stock to cash upon maturity, which is twelve (12) months following the date of amendment, losing the convertible feature of the February 2022 Notes and retaining the principal and interest on the 1st tranche that was previously converted amounting to $100,000 and $18,016, respectively.

 

On January 30, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $30,000. The note has a maturity date of January 25, 2025.

 

On May 2, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $30,000. The note has a maturity of May 2, 2025.

 

On April 29, 2024, the Company amended the conversion price of all the convertible promissory notes outstanding for common stock upon maturity. Upon execution and delivery of the amendment, 19,005,896 shares shall be issued to the Lender to convert all convertible notes to common stock. All convertible notes will be deemed satisfied and no longer outstanding after the issuance of shares. Execution of amendment will occur when one or more of the following

events takes place: (1) the closing of the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the company’s assets, (2) the consummation of the reorganization, merger or consolidation of the Company with or into another entity, or (3) the closing of the sale, transfer, or issuance, in one transaction or series of transactions of the company’s securities, and hold at least majority of the voting power of the capital stock of the Company. As September 30, 2024, no such event has occurred.

 

On June 26, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $50,000. The note has a maturity of June 26, 2025. The company received the funds on July 6, 2024.

 

On August 7, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $110,500. As of December 31, 2024, the company has received a total of $110,500.

 

On December 19, 2024, the company issued a promissory note bearing 12% interest per annum in the principal amount of $40,000. The note has a maturity of December 19, 2025. In addition to the payment of principal and interest, the holder shall receive an equity premium in common shares of the company in the amount of interest earned on the Note and converted into common stock at the price per share at the end of trading day on the date of the maturity date. Total amount of the equity premium is $4,400 and it is amortized over the life of the note.

 

The net carrying amount of the notes payable to shareholder is $640,500 and $440,000 as of December 31, 2024 and June 30, 2024, respectively. The remainder are convertible notes payable totaling $825,000 and $825,000, as of December 31, 2024 and June 30, 2024, respectively.

 

The outstanding balance of notes payable were as follows:

 

December 31, 2024

 

June 30, 2024

Non-convertible notes principal balance

$

640,500  

 

$

440,000  

Convertible Notes principal balance

$

825,000  

 

$

825,000  

Unamortized debt discount

 

(43,677) 

 

 

(245,191) 

$

1,416,823  

 

$

1,019,809  

 

A detailed roll forward schedule is shown as follows:

 

 

 

Amount

Balance of convertible notes payable, net of discount on June 30, 2024

$

1,019,809 

Amortization of debt discount 

 

201,314 

New Issuances

 

200,500 

Paydown of debt with common stock payable

 

(4,800)

Balance of convertible notes payable, net of discount as of December 31, 2024

$

1,416,823 

v3.25.0.1
Note 5 - Related Party Transactions
6 Months Ended
Dec. 31, 2024
Notes  
Note 5 - Related Party Transactions

Note 5 – Related Party Transactions 

 

Due to Officer

 

During the six-months ended December 31, 2024, the Company received advances from its officer to pay for certain operating expenses. The balance due to the officer December 31, 2024 and June 30, 2024 was $49,000 and $68,500, respectively. There are no definitive repayment terms and no interest is accruing on these advances.

 

Notes Payable

 

During the six months ended December 31, 2024, the Company had promissory notes payable due to shareholders totaling $640,500 and convertible notes payable to shareholders totaling $825,000, offset by unamortized debt discount of $43,880. See Note 4 for more detailed information.

v3.25.0.1
Note 6 - Concentrations
6 Months Ended
Dec. 31, 2024
Notes  
Note 6 - Concentrations

Note 6 – Concentrations 

 

Cash Concentration

 

The Company maintains its cash and cash equivalents at financial institutions in the United States and China, which may, at times, exceed federally insured limits or similar limits in foreign jurisdictions.  On September 30, 2024, the Company’s cash balance did not exceed the FDIC insurance limit.  The Company has not experienced any losses in such accounts.  

v3.25.0.1
Note 7 - Commitments and Contingencies
6 Months Ended
Dec. 31, 2024
Notes  
Note 7 - Commitments and Contingencies

Note 7 – Commitments and Contingencies

 

Legal Matters

 

From time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business.

 

The Company is currently involved in a legal proceeding related to an alleged breach of contract related to a contractor performing IR services for Applife Digital Solutions.  The contractor is claiming $50,000 due to the daily penalty fee for non-payment.  ALDS does not believe that a breach of contract took place and believes this claim is without merit. The Company is currently hiring an attorney and requesting a continuance. The company is expecting these proceedings to go to small claims court, mediation, or if taken to court, filing a motion to dismiss. Due to these legal proceedings, the Company has accrued $15,000 in legal fees for settlement purposes.

 

The Company was not a party to any other legal actions or claims on December 31, 2024.

 

LeSalon Asset Purchase

 

On January 11, 2024, the Company agreed to pay Le Salon, a third party, a total consideration of $1,400,000 for the acquisition of certain intellectual property rights. The consideration comprised $100,000 in cash and $1,300,000 in the Company’s common stock. The intellectual property (“IP”) is currently being transitioned, and the Company expects the IP will be operational around the first quarter of 2025. Until the transfer of control is completed, the Company will not recognize the acquired IP on its balance sheet. As of December 31, 2024, the Company partially issued 10,350,000 common stock on August 9, 2024 at market value totaling $80,730.

v3.25.0.1
Note 8 - Stockholders' Deficit
6 Months Ended
Dec. 31, 2024
Notes  
Note 8 - Stockholders' Deficit

Note 8 – Stockholders’ Deficit

 

As of December 31, 2024, and June 30, 2024, there were 160,893,635 and 150,543,635 shares of common stock issued and outstanding.

 

Restricted stock and stock options

 

During the three and six months ended December 31, 2024, the Company recognized stock compensation expense on outstanding restricted stock awards and stock options of $0 and $0, respectively. During the three and six months ended December 31, 2023, the Company recognized stock compensation expense on outstanding restricted stock awards and stock options of $449,919 and $910,021, respectively. The restricted stock options were fully vested as June 30, 2024.

 

 

During the three and six months ended December 31, 2024, the Company recognized $59,701 and $151,598 of expense related to the vesting of stock options to its board members and consultants. During the three and six months ended December 31, 2023, the Company recognized $90,545 and $191,271 of expense related to the vesting of stock options to its board members and consultants. Stock compensation expense is summarized as follows:

 

 

 

Three Months
Ended

 

 

Three Months
Ended

 

 

Six Months
Ended

 

 

Six Months
Ended

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2024

 

 

December 31,
2023

Restricted stock awards

 

$

-

 

 

$

359,374

 

 

$

-

 

$

718,750

Stock options awards

 

 

59,701

 

 

 

90,545

 

 

 

151,598

 

 

191,270

Total

 

$

59,701

 

 

$

449,919

 

 

$

151,598

 

$

910,020

 

During the six months ended December 31, 2024, the Company granted 0 options to its board members and consultants and cancelled 0 options. The options granted in fiscal year 2024 vest pro-rata over the vesting period, have exercise prices ranging from $0.01 - $0.018 and expire in five years from the date of grant.

 

 

Options 

 

Weighted

Average

Exercise Price

per Share

 

Weighted

Average

Remaining

Life (Years) 

Outstanding – June 30, 2023

 

 

51,322,083

 

 

$

0.04

 

 

 

4.14

Granted

 

 

15,773,265

 

 

 

0.02

 

 

 

4.62

Reversal of conversion

 

 

(5,638,283)

 

 

 

-

 

 

 

-

Expired/Cancelled

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2023

 

 

61,457,065

 

 

$

0.05

 

 

 

3.97

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding – June 30, 2024

 

 

98,745,976

 

 

$

0.05

 

 

 

3.74

Granted

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2024

 

 

98,745,976

 

 

$

0.03

 

 

 

3.22

 

In connection with the options the Company and valued with Black Scholes using the following inputs:

 

 

 

 

Six Months Ended

December 31, 2024

 

Stock price

 

 

$

0.017 – 0.021

 

Exercise price

 

 

$

0.017 – 0.021

 

Expected term (in years)

 

 

 

1.00 – 5.00

 

Volatility (annual)

 

 

 

250.6% – 297.8

Risk-free rate

 

 

 

3.48% - 4.67

%

v3.25.0.1
Note 9 - Derivative Liability
6 Months Ended
Dec. 31, 2024
Notes  
Note 9 - Derivative Liability

Note 9 – Derivative Liability

 

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate.  Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

 

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the six months ended December 31, 2024 is as follows:

 

 

 

Six Months Ended

December 31, 2024

Stock price

 

$

0.01

Exercise price

 

$

0.01

Contractual term (in years)

 

 

0.068 – 0.665

Volatility (annual)

 

 

306%

Risk-free rate

 

 

4.38% – 4.93%

 

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

 

Financial Liabilities Measured at Fair Value on a Recurring Basis

 

Financial liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:

 

 

 

Fair value measured at December 31, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

Total

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value measured at June 30, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

June 30, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

Total

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

 

The fair value accounting standards define fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

 

 

·

Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; 

 

 

 

 

·

Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and 

 

 

 

 

·

Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. 

 

There were no transfers between Level 1, 2 or 3 during six months ended December 31, 2024.

 

During the three and six months ended December 31, 2024, the Company recorded losses of $100,075 and $244,770 respectively, from the change in fair value of derivative liability.

 

During the three and six months ended December 31, 2023, the Company recorded losses of $81,588 and $28,947 respectively, from the change in fair value of derivative liability.

 

The following table presents changes in Level 3 liabilities measured at fair value for the period ended September 30, 2024:

 

 

 

Derivative Liability

Balance as of June 30, 2024

 

$

728,351 

Change in fair value

 

 

(244,770)

Balance as of December 31, 2024

 

$

483,581 

The balance of the derivative liability at December 31, 2024 and June 30, 2024 was $483,581 and $728,351, respectively.

v3.25.0.1
Note 10 - Subsequent Events
6 Months Ended
Dec. 31, 2024
Notes  
Note 10 - Subsequent Events

Note 10 – Subsequent Events

 

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that the following material events occurred.

 

Proposed Acquisition

 

On January 21, 2025, the Company entered into a non-binding Letter of Intent to effect a reverse merger with a private company (“the Target”). Under the proposed transaction, the Target will become a wholly owned subsidiary of the Company; however, the Target’s stakeholders are expected to control the combined entity, holding approximately 87% of the post-transaction common stock, with existing Company shareholders retaining roughly 13%. As part of the transaction, the Target will pay consideration to the Company consisting of $300,000 in cash and $450,000 of Series B Preferred Stock, subject to customary closing conditions. No adjustments have been recorded in the financial statements pending the consummation of the transaction.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Organization (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Organization

Organization

 

APPlife Digital Solutions Inc. (the “Company”) is a business incubator and portfolio manager that uses digital technology to create and invest in e-commerce and cloud-based solutions. The Company was formed March 5, 2018 in Nevada and has a virtual office in San Francisco, California and the only employee works form Shanghai, China. Our office in San Francisco, California allows us to take advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity.  Our operations in Shanghai, China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter. 

Rooster Essentials APP SPV, LLC (the “Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items.

 

B2BCHX SPV LLC (the “B2BCHX”), incorporated on June 5, 2019, is a wholly owned subsidiary of the Company. B2BCHX does an independent background check on mainland Chinese companies for small businesses globally.

 

Office Hop, incorporated on January 28, 2021, is a wholly owned subsidiary of the Company. Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. Users can find an office or conference space for half-day, full-day, or weekly rental. Hosts can list their spare office or meeting rooms. 

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Going Concern (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Going Concern

Going Concern

 

The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. There can be no assurance that any additional financings, would be available to the Company on satisfactory terms and conditions if at all. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Basis of Presentation (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Basis of Presentation

Basis of Presentation

 

The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. All intercompany transactions have been eliminated in consolidation.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Cash and Cash Equivalents

Cash and Cash Equivalents

 

For the purpose of the condensed consolidated statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Income Taxes (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Income Taxes

Income Taxes

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities.  The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense.  The Company had no accrual for interest or penalties as of December 31, 2024.  The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California.  

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Use of Estimates (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Use of Estimates

Use of Estimates

 

Generally accepted accounting principles require that the condensed consolidated financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock-based compensation, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, derivate liabilities, and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates.  

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Revenue Recognition (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606, Revenue from Contracts with Customers, by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Stock Based Compensation (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Stock Based Compensation

Stock Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the condensed consolidated financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Net Loss per Share (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Net Loss per Share

Net Loss per Share

 

Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The conversion features on convertible notes, the stock options outstanding and potentially dilutive.  Diluted net loss per common share is the same as basic net loss per common share as the potential dilutive shares are considered to be anti-dilutive. There were

98,745,976 potentially dilutive securities for the six months ended December 31, 2024 and 61,457,065 potentially dilutive securities for the six months ended December 31, 2023.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and disclosure the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 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 unobservable inputs and not corroborated by market data.  

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts reported in the Company’s financial statements for cash, and accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments.  

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Derivative Liability (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Derivative Liability

Derivative Liability

 

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the condensed consolidated balance sheet at fair value. As of December 31, 2024, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Inventories (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Inventories

Inventories

 

Inventories, consisting of raw materials, work in process and products available for sale, are primarily accounted for using the first-in, first-out method (“FIFO”), and are valued at the lower of cost or net realizable value. This valuation requires management to make judgements based on currently available information, about the likely method of disposition, such as through sales to individual customers and returns to product vendors. On June 30, 2024, the Company wrote off all inventory using the allowance method. Total inventory as of December 31, 2024, net of allowance for inventory reserves was $0.

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Accounting Pronouncements (Policies)
6 Months Ended
Dec. 31, 2024
Policies  
Accounting Pronouncements

Accounting Pronouncements

 

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of this on July 1, 2023 did not have a material impact on its financial statements.

 

In July 2023, the FASB issued ASU No 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” pursuant to SEC Staff Accounting Bulletin No. 120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In November 2023, the FASB issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

 

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.  The adoption of this on July 1, 2024, did not have a material impact on its financial statements. 

 

Recently Issued Accounting Standards Not Yet Adopted

 

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. We are assessing the impact of this guidance on our disclosures.

 

In November 2024, the FASB also issued ASU 2024-03, Disaggregation of Income Statement Expenses, which will require the disclosure of additional information about specific expense categories in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. For us, annual reporting requirements will be effective for our fiscal year 2028 beginning on July 1, 2027, and interim reporting requirements will be effective beginning with our first quarter of fiscal year 2029. Early adoption is permitted. We are currently evaluating the impact of this amended disclosure guidance.

 

Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future condensed consolidated financial statements.

v3.25.0.1
Note 2 - Revenues: Schedule of Revenues (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of Revenues

 

Three Months
Ended
December 31, 2024

 

 

Three Months
Ended
December 31, 2023

Rooster Essentials Sales

$

1,135 

 

$

1,944 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

1,135 

 

$

1,944 

 

 

Six Months
Ended
December 31, 2024

 

 

Six Months
Ended
December 31, 2023

Rooster Essentials Sales

$

2,103 

 

$

5,798 

Background Checks Sales

 

- 

 

 

- 

Service Fee – OfficeHop

 

- 

 

 

- 

Total Revenue

$

2,103 

 

$

5,798 

v3.25.0.1
Note 4 - Convertible notes payable to stockholder: Disclosure of Notes payable to stockholders (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Disclosure of Notes payable to stockholders

December 31, 2024

 

June 30, 2024

Non-convertible notes principal balance

$

640,500  

 

$

440,000  

Convertible Notes principal balance

$

825,000  

 

$

825,000  

Unamortized debt discount

 

(43,677) 

 

 

(245,191) 

$

1,416,823  

 

$

1,019,809  

v3.25.0.1
Note 4 - Convertible notes payable to stockholder: Schedule of Debt (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of Debt

 

 

Amount

Balance of convertible notes payable, net of discount on June 30, 2024

$

1,019,809 

Amortization of debt discount 

 

201,314 

New Issuances

 

200,500 

Paydown of debt with common stock payable

 

(4,800)

Balance of convertible notes payable, net of discount as of December 31, 2024

$

1,416,823 

v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Stock Compensation Expense (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of Stock Compensation Expense

 

 

Three Months
Ended

 

 

Three Months
Ended

 

 

Six Months
Ended

 

 

Six Months
Ended

 

 

December 31,
2024

 

 

December 31,
2023

 

 

December 31,
2024

 

 

December 31,
2023

Restricted stock awards

 

$

-

 

 

$

359,374

 

 

$

-

 

$

718,750

Stock options awards

 

 

59,701

 

 

 

90,545

 

 

 

151,598

 

 

191,270

Total

 

$

59,701

 

 

$

449,919

 

 

$

151,598

 

$

910,020

v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Stock Option Activity (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of Stock Option Activity

 

Options 

 

Weighted

Average

Exercise Price

per Share

 

Weighted

Average

Remaining

Life (Years) 

Outstanding – June 30, 2023

 

 

51,322,083

 

 

$

0.04

 

 

 

4.14

Granted

 

 

15,773,265

 

 

 

0.02

 

 

 

4.62

Reversal of conversion

 

 

(5,638,283)

 

 

 

-

 

 

 

-

Expired/Cancelled

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2023

 

 

61,457,065

 

 

$

0.05

 

 

 

3.97

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding – June 30, 2024

 

 

98,745,976

 

 

$

0.05

 

 

 

3.74

Granted

 

 

-

 

 

 

-

 

 

 

-

Exercised

 

 

-

 

 

 

-

 

 

 

-

Outstanding – December 31, 2024

 

 

98,745,976

 

 

$

0.03

 

 

 

3.22

v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Assumptions Used (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of Assumptions Used

 

 

 

Six Months Ended

December 31, 2024

 

Stock price

 

 

$

0.017 – 0.021

 

Exercise price

 

 

$

0.017 – 0.021

 

Expected term (in years)

 

 

 

1.00 – 5.00

 

Volatility (annual)

 

 

 

250.6% – 297.8

Risk-free rate

 

 

 

3.48% - 4.67

%

v3.25.0.1
Note 9 - Derivative Liability: Schedule of valuation methodology (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Schedule of valuation methodology

 

 

Six Months Ended

December 31, 2024

Stock price

 

$

0.01

Exercise price

 

$

0.01

Contractual term (in years)

 

 

0.068 – 0.665

Volatility (annual)

 

 

306%

Risk-free rate

 

 

4.38% – 4.93%

v3.25.0.1
Note 9 - Derivative Liability: Fair Value, Liabilities Measured on Recurring Basis (Tables)
6 Months Ended
Dec. 31, 2024
Tables/Schedules  
Fair Value, Liabilities Measured on Recurring Basis

 

 

Fair value measured at December 31, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

Total

 

$

-

 

 

$

-

 

 

$

483,581

 

$

483,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value measured at June 30, 2024

 

 

Quoted prices in active markets

 

 

Significant other observable inputs

 

 

Significant unobservable inputs

 

 

Fair value at

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

June 30, 2024

Derivative liability

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

Total

 

$

-

 

 

$

-

 

 

$

728,351

 

$

728,351

Fair Value, Liabilities Measured on Recurring Basis

 

 

Derivative Liability

Balance as of June 30, 2024

 

$

728,351 

Change in fair value

 

 

(244,770)

Balance as of December 31, 2024

 

$

483,581 

v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Net Loss per Share (Details) - shares
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Details    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 98,745,976 61,457,065
v3.25.0.1
Note 1 - Organization and Summary of Significant Accounting Policies: Inventories (Details)
Dec. 31, 2024
USD ($)
Details  
Inventory, LIFO Reserve $ 0
v3.25.0.1
Note 2 - Revenues: Schedule of Revenues (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Revenue $ 1,135 $ 1,944 $ 2,103 $ 5,798
Rooster Essentials Sales        
Revenue 1,135 1,944 2,103 5,798
Background Checks Sales        
Revenue 0 0 0 0
Service Fee - OfficeHop        
Revenue $ 0 $ 0 $ 0 $ 0
v3.25.0.1
Note 3 - Notes payable (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Details    
Notes payable $ 8,530 $ 26,474
v3.25.0.1
Note 4 - Convertible notes payable to stockholder (Details) - USD ($)
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 19, 2024
Aug. 07, 2024
Jun. 30, 2024
Jun. 26, 2024
May 02, 2024
Jan. 30, 2024
Sep. 27, 2023
Apr. 30, 2023
Apr. 24, 2023
Dec. 21, 2022
Aug. 26, 2022
Feb. 04, 2022
Reversal of converted stock options upon amendment of notes payable agreement   $ (118,016)                        
Proceeds from notes payable to stockholders $ 200,500 $ 280,000                        
Non-convertible notes principal balance 640,500       $ 440,000                  
Convertible notes principal balance 825,000                          
August 2022 Note                            
Debt Instrument, Interest Rate, Stated Percentage                         12.00%  
Debt Instrument, Face Amount                         $ 325,000  
December 2022 Note                            
Debt Instrument, Interest Rate, Stated Percentage                       12.00%    
Debt Instrument, Face Amount                       $ 120,000    
April 2023                            
Debt Instrument, Interest Rate, Stated Percentage                     12.00%      
Debt Instrument, Face Amount                     $ 280,000      
April 2023 - Note 2                            
Debt Instrument, Interest Rate, Stated Percentage                   12.00%        
Debt Instrument, Face Amount                   $ 100,000        
January30, 2024 Note                            
Debt Instrument, Interest Rate, Stated Percentage               12.00%            
Debt Instrument, Face Amount               $ 30,000            
May 2, 2024 Note                            
Debt Instrument, Interest Rate, Stated Percentage             12.00%              
Debt Instrument, Face Amount             $ 30,000              
June 26, 2024 Note                            
Debt Instrument, Interest Rate, Stated Percentage           12.00%                
Debt Instrument, Face Amount           $ 50,000                
August 7, 2024 Note                            
Debt Instrument, Interest Rate, Stated Percentage       12.00%                    
Debt Instrument, Face Amount       $ 110,500                    
Proceeds from notes payable to stockholders 110,500                          
December 19, 2024 Note                            
Debt Instrument, Interest Rate, Stated Percentage     12.00%                      
Debt Instrument, Face Amount     $ 40,000                      
Investor | February 2022 Note                            
Debt Instrument, Interest Rate, Stated Percentage                           12.00%
Debt Instrument, Face Amount                           $ 350,000
Tranches 1 | Principal                            
Reversal of converted stock options upon amendment of notes payable agreement 100,000                          
Tranches 1 | Interest                            
Reversal of converted stock options upon amendment of notes payable agreement $ 18,016                          
Tranches 1 | February 2022 Note                            
Debt Instrument, Face Amount                           100,000
Tranches 1 | August 2022 Note                            
Debt Instrument, Face Amount                         125,000  
Tranches 1 | December 2022 Note                            
Debt Instrument, Face Amount                       40,000    
Tranches 1 | April 2023                            
Debt Instrument, Face Amount                     80,000      
Tranches 1 | April 2023 - Note 2                            
Debt Instrument, Face Amount                   20,000        
Tranches 2 | February 2022 Note                            
Debt Instrument, Face Amount                           150,000
Tranches 2 | August 2022 Note                            
Debt Instrument, Face Amount                         $ 100,000  
Tranches 2 | December 2022 Note                            
Debt Instrument, Face Amount                       20,000    
Tranches 2 | April 2023                            
Debt Instrument, Face Amount                     $ 100,000      
Tranches 3 | February 2022 Note                            
Debt Instrument, Face Amount                           $ 100,000
First Tranche of February 2022 Note converted to stock options                 5,632,283          
First Tranche of February 2022 Note converted to stock options, Value                 $ 167,961          
Tranches 3 | December 2022 Note                            
Debt Instrument, Face Amount                       20,000    
Tranches 3 | April 2023 - Note 2                            
Debt Instrument, Face Amount                   $ 40,000        
Tranches 4 | December 2022 Note                            
Debt Instrument, Face Amount                       $ 40,000    
v3.25.0.1
Note 4 - Convertible notes payable to stockholder: Disclosure of Notes payable to stockholders (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Details    
Non-convertible notes principal balance $ 640,500 $ 440,000
Convertible Notes principal balance 825,000 825,000
Unamortized debt discount (43,677) (245,191)
Notes payable to shareholders, net $ 1,416,823 $ 1,019,809
v3.25.0.1
Note 4 - Convertible notes payable to stockholder: Schedule of Debt (Details) - USD ($)
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Details      
Notes Payable     $ 1,019,809
Amortization of debt discount $ 201,314    
Proceeds from Issuance of Long-Term Debt 200,500    
Payment of notes payable with issuance of options to purchase common stock (4,800) $ 0  
Convertible Notes Payable $ 1,416,823    
v3.25.0.1
Note 5 - Related Party Transactions (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Details    
Due to officer $ 49,000 $ 68,500
Non-convertible notes principal balance 640,500 $ 440,000
Convertible notes principal balance 825,000  
Debt Instrument, Unamortized Discount, Current $ 43,880  
v3.25.0.1
Note 7 - Commitments and Contingencies (Details)
6 Months Ended
Dec. 31, 2024
USD ($)
Details  
Legal Fees $ 15,000
Purchase of certain intellectual property rights 1,400,000
Payments for Purchase of Other Assets 100,000
Common stock to purchase certain intellectual property rights $ 1,300,000
v3.25.0.1
Note 8 - Stockholders' Deficit (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Common Stock, Shares, Outstanding 160,893,635   160,893,635   150,543,635
Share-Based Payment Arrangement, Expense $ 0 $ 449,919 $ 0 $ 910,021  
Options granted to its board members and consultants     0    
Reversal of conversion     0    
Stock Options          
Expense Related to the Vesting of Stock Options $ 59,701 $ 90,545 $ 151,598 $ 191,271  
v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Stock Compensation Expense (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Restricted Stock Awards        
Stock compensation expense $ 0 $ 359,374 $ 0 $ 718,750
Stock Options        
Stock compensation expense 59,701 90,545 151,598 191,270
Stock compensation expense $ 59,701 $ 449,919 $ 151,598 $ 910,020
v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Stock Option Activity (Details)
6 Months Ended
Mar. 31, 2023
$ / shares
shares
Jun. 30, 2022
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
$ / shares
shares
Jun. 30, 2024
$ / shares
shares
Details          
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares 98,745,976 98,745,976 61,457,065   51,322,083
Weighted Average Exericse Price, Balance | $ / shares $ 0.03 $ 0.05 $ 0.05   $ 0.04
Weighted Average Remaining Life, outstanding 3 years 2 months 19 days 3 years 8 months 26 days 3 years 11 months 19 days 4 years 1 month 20 days  
Options granted | shares     15,773,265 0  
Weighted Average Exericse Price, Granted | $ / shares     $ 0.02 $ 0  
Share-based Compensation Arrangement By Share-based Payment Award, Grants In Period, Weighted Average Remaining Contractual Term     4.62 0  
Reversal of conversion | $     $ (5,638,283)    
Options exercised | shares     0    
Weighted Average Exericse Price, Exercised | $ / shares     $ 0    
v3.25.0.1
Note 8 - Stockholders' Deficit: Schedule of Assumptions Used (Details)
6 Months Ended
Dec. 31, 2024
$ / shares
Stock Price $ 0.01
Exercise Price $ 0.01
Volatility (annual) 306.00%
Minimum  
Expect term (in years) 24 days
Risk-free rate 4.38%
Maximum  
Expect term (in years) 7 months 29 days
Risk-free rate 4.93%
Stock Options | Minimum  
Stock Price $ 0.017
Exercise Price $ 0.017
Expect term (in years) 1 year
Volatility (annual) 250.60%
Risk-free rate 3.48%
Stock Options | Maximum  
Stock Price $ 0.021
Exercise Price $ 0.021
Expect term (in years) 5 years
Volatility (annual) 297.80%
Risk-free rate 4.67%
v3.25.0.1
Note 9 - Derivative Liability: Schedule of valuation methodology (Details)
6 Months Ended
Dec. 31, 2024
$ / shares
Stock Price $ 0.01
Exercise Price $ 0.01
Volatility (annual) 306.00%
Minimum  
Expect term (in years) 24 days
Risk-free rate 4.38%
Maximum  
Expect term (in years) 7 months 29 days
Risk-free rate 4.93%
v3.25.0.1
Note 9 - Derivative Liability: Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Fair Value, Inputs, Level 1          
Derivative liabilities $ 0   $ 0   $ 0
Fair Value, Inputs, Level 2          
Derivative liabilities 0   0   0
Fair Value, Inputs, Level 3          
Derivative liabilities 483,581   483,581   728,351
Change in fair value of derivative liability     244,770    
Derivative liabilities 483,581   483,581   $ 728,351
Change in fair value of derivative liability $ 100,075 $ (81,588) $ 244,770 $ (28,947)  
v3.25.0.1
Note 9 - Derivative Liability (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Details          
Change in fair value of derivative liability $ 100,075 $ (81,588) $ 244,770 $ (28,947)  
Change in fair value of derivative liability (100,075) $ 81,588 (244,770) $ 28,947  
Derivative liabilities $ 483,581   $ 483,581   $ 728,351

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