Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 12, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | APPlife Digital Solutions Inc | |
Entity Central Index Key | 0001755101 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 133,772,353 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity File Number | 000-54524 | |
Entity Tax Identification Number | 30-0678378 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 50 California St, #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 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current assets | ||
Cash | $ 175,743 | $ 85,707 |
Prepaid expenses and other current assets | 331,210 | 388,426 |
Inventories | 44,731 | 43,675 |
Other current assets | 0 | 7,574 |
Total assets | 551,684 | 525,382 |
Current liabilities | ||
Accounts payable and accrued expenses | 156,045 | 113,469 |
Common stock payable | 164,332 | 80,000 |
Notes payable - current, net of discount ($143,032) | 350,493 | 522,283 |
Derivative liability | 254,507 | 248,173 |
Due to officer | 6,428 | 6,428 |
Total current liabilities | 931,805 | 970,353 |
Notes payable- noncurrent, net of discount ($76,034) | 433,966 | 0 |
Total liabilities | 1,365,771 | 970,353 |
Stockholders' deficit | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 128,419,298 and 127,037,531 shares issued and outstanding as of September 30, 2020 and June 30, 2020, respectively | 128,419 | 127,037 |
Additional paid-in capital | 5,728,849 | 5,037,883 |
Accumulated deficit | (6,671,355) | (5,609,891) |
Total stockholders' deficit | (814,087) | (444,971) |
Total liabilities and stockholders' deficit | $ 551,684 | $ 525,382 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current liabilities | ||
Debt discount, note payable | $ 219,066 | $ 219,066 |
Stockholders' (deficit) equity | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 128,419,298 | 127,037,531 |
Common Stock, shares outstanding | 128,419,298 | 127,037,531 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 632 | $ 0 |
Cost of goods sold | 439 | 0 |
Gross profit | 193 | 0 |
Operating expenses | 871,761 | 1,269,034 |
Loss from equity method investment | 0 | 5,132 |
Total operating expenses | 871,761 | 1,274,166 |
Loss from operations | (871,568) | (1,274,166) |
Other income (expense) | ||
Interest expense | (172,880) | (6,646) |
Loss on extension of notes payable | (10,682) | 0 |
Change in fair value of derivative liability | (6,334) | 15,532 |
Net loss before provision for income taxes | (1,061,464) | (1,265,280) |
Provision for income taxes | 0 | 0 |
Net Loss | $ (1,061,464) | $ (1,265,280) |
Basic and diluted loss per share | $ (0.03) | $ (0.04) |
Average number of common shares outstanding - basic and diluted | 37,827,079 | 30,114,022 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Jun. 30, 2019 | $ 119,059 | $ 1,796,170 | $ (1,661,636) | $ 253,593 |
Shares, Outstanding, Beginning Balance at Jun. 30, 2019 | 119,059,674 | |||
Common stock issued to employees, value | 351,564 | 351,564 | ||
Common stock issued to employees, shares | ||||
Common stock issued for services, value | $ 1,650 | 163,350 | 165,000 | |
Common stock issued for services, shares | 1,650,000 | |||
Net Loss | (1,265,280) | (1,265,280) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2019 | $ 120,709 | 2,311,084 | (2,926,916) | (495,123) |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 120,709,674 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Jun. 30, 2020 | $ 127,037 | 5,037,883 | (5,609,891) | (444,971) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2020 | 127,037,531 | |||
Common stock issued to employees, value | 351,562 | 351,562 | ||
Common stock issued to employees, shares | ||||
Common stock issued for services, value | $ 1,089 | 198,779 | 199,868 | |
Common stock issued for services, shares | 1,088,158 | |||
Issuance of common stock payable, value | $ 140 | 25,096 | 25,236 | |
Issuance of common stock payable, shares | 140,199 | |||
Shares issued for prepayment penalty, value | $ 153 | 19,847 | 20,000 | |
Shares issued for prepayment penalty, shares | 153,410 | |||
Loss on extension of notes payable | 10,682 | 10,682 | ||
Equity component of issuance of convertible notes, value | 85,000 | 85,000 | ||
Equity component of issuance of convertible notes, shares | ||||
Net Loss | (1,061,464) | (1,061,464) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020 | $ 128,419 | $ 5,728,849 | $ (6,671,355) | $ (814,087) |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 128,419,298 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,061,464) | $ (1,265,280) |
Adjustment to reconcile change in net loss to net cash used in operating activities: | ||
Amortization of debt discount | 62,176 | 14,860 |
Issuance of common stock for services | 199,868 | 165,000 |
Issuance of common stock to employee | 351,562 | 351,564 |
Shares issued for prepayment penalty | 20,000 | 0 |
Loss on extension of notes payable | 10,682 | 0 |
Loss from equity method investment | 0 | 5,132 |
Common stock payable | 109,568 | 674,583 |
Change in fair value of derivative liability | 6,334 | (15,532) |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 7,574 | 0 |
Prepaid expenses and other current assets | 57,216 | (140,462) |
Inventory | (1,056) | 0 |
Accounts payable and accrued expenses | 42,576 | 31,033 |
Net cash (used )in operating activities | (194,964) | (179,102) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 340,000 | 200,000 |
Payment on notes payable | (55,000) | (29,949) |
Net cash provided from financing activities | 285,000 | 170,051 |
Net increase (decrease) in cash and cash equivalents | 90,036 | (9,051) |
Cash and cash equivalents, beginning of period | 85,707 | 65,654 |
Cash and cash equivalents, end of period | 175,743 | 56,603 |
Supplemental non-cash disclosure: | ||
Cash paid for interest | 26,675 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
Note 1 - Organization And Summa
Note 1 - Organization And Summary Of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Note 1 - Organization And Summary Of Significant Accounting Policies | Note 1 – Organization 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 offices in San Francisco, California and Shanghai, China. 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. 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. The current pandemic known as COVID-19 as described in Note 5, creates additional uncertainty. The accompanying 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 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 Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. All intercompany transactions have been eliminated in consolidation. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended June 30, 2020, as filed with the SEC on September 25, 2020. Operating results for the three months ended September 30, 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the fiscal year ending June 30, 2021. Cash and Cash Equivalents For the purpose of the 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 September 30, 2020. 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 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, 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 will recognize revenue from the sale of products and services in accordance with ASC 606, ” Revenue from Contracts with Customers, ” 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 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. There were no potentially dilutive securities for the period ended September 30, 2020 and year ended June 30, 2020. Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures · 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 consolidated financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these consolidated financial instruments. Derivative Liability FASB ASC 815, Derivatives and Hedging requires all derivatives to be recorded on the consolidated balance sheet at fair value. As of September 30, 2020, 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 Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established ASC Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. Adoption of this standard did not result in any material changes to the financial statements. Inventories Inventory, 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. As of September 30, 2020, the Company had inventories of approximately $44,731. The Company has no allowance for inventory reserves. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures. |
Note 2 - Notes Payable
Note 2 - Notes Payable | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Note 2 - Notes Payable | Note 2 – Notes Payable In March 2018, the Company issued notes that carry an 8% annual interest rate and mature through December 31, 2019. In December 2019, $5,119 of principal was converted into Company common stock and payments were made of $11,381. In May 2020, the note was exchanged for a convertible promissory note that accrues interest at 10% per annum and matures on March 11, 2021. The principal balance of the new note is $77,235 as ofSeptember 30, 2020. On July 3, 2019, the Company issued a $250,000 convertible promissory note (the “July 2019 Note”) to a lender (the “Lender”). According to the terms the Lender funded the July 2019 Note as follows: $100,000 upon the execution of the Note, $50,000 on August 1, 2019, $50,000 on September 1, 2019, and the remaining $50,000 on October 1, 2019. The outstanding principal balance of the Note shall bear interest at the rate of twelve percent (12%) per annum. The balance of the July 2019 Note was $250,000 on September 30, 2020 and matures July 3, 2021. On October 1, 2019, the Company entered into a securities purchase agreement with an investor (“Investor”) to issue up to $220,000 of convertible promissory notes tranches of $55,000 at the Investor’s discretion. Through June 30, 2020, two tranches were issued, and the balance of these promissory notes was $110,000. These notes accrue interest at 10% per annum. On July 20, 2020, these two notes were extended through September 30, 2020 and October 30, 2020, respectively. As an inducement to extend the notes, the Company promised to issue 277,012 shares of common stock valued at $40,000 to the Investor. On September 29, 2020, the Company paid $81,675 towards the first tranche which includes principal of $55,000, prepayment penalty of $21,175 and accrued interest of $5,500. Additionally, the Company issued 153,410 shares of common stock valued at $0.20 per share, or $30,682, to the Investor. The balance of these notes as of September 30, 2020 was $55,000 of principal, $26,553 of accrued interest. On November 22, 2019, Company issued a $170,000 convertible promissory note (the “November 2019 Note”) to the Lender that accrues interest at 12% per annum. The July and November Notes contain embedded derivatives, see Note 7. On April 7, 2020, the Company entered into a securities purchase agreement with an investor pursuant to which the Company sold a convertible note (“April 2020 Note”) bearing 8% interest in the principal amount of $111,290. On July 14, 2020, the Company entered into a $340,000 convertible promissory note (the “July 2020 Note”) with a lender (the “Lender”). The outstanding principal balance of the July 2020 Note shall bear interest at the rate of twelve percent (12%) per annum.Subject to certain ownership limitations, the Notes will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.144. The embedded conversion feature of this note was valued at $85,000 and is amortized over the life of the note. Amount Balance of notes payable, net of discount at June 30, 2020 $ 522,283 Issuances of debt, net of discount 255,000 Amortization of debt discount 62,176 Payments on notes payable (55,000) Balance of notes payable, net of discount as ofSeptember30, 2020 $ 784,459 |
Note 3 - Related Party Transact
Note 3 - Related Party Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Note 3 - Related Party Transactions | Note 3 – Related Party Transactions Due to Officer During the year ending June 30, 2018, the Company received advances from its officer to pay for certain operating expenses. The balance due to the officer as ofSeptember 30, 2020 and June 30, 2020 was $6,428. There are no definitive repayment terms, and no interest is accruing on these advances. |
Note 4 - Concentrations
Note 4 - Concentrations | 3 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Note 4 - Concentrations | Note 4 – Concentrations Cash Concentration The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. As of September 30, 2020, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Note 5 - Commitments And Contin
Note 5 - Commitments And Contingencies | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 5 - Commitments And Contingencies | Note 5 – 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 was not a party to any specific legal actions or claims as of September 30, 2020. Agreements On April 4, 2018, the Company entered into an agreement with GHS, where the Company is entitled, at its sole discretion, to request equity investments of up to $5 million over twenty-four months following an effective registration of the underlying shares. On April 22, 2020, the Company, entered into a letter agreement with Maxim Group, LLC (“Maxim”) for Maxim to provide general financial advisory, investment banking, and digital marketing services for the Company. The fees paid to Maxim in exchange for the services under the agreement are a combination of cash and common stock. On May 7, 2020, the Company issued 2,250,000 shares of common stock to Maxim. On July 21, 2020, the Company, entered into a letter agreement (the “Agreement”) with Carter, Terry & Company (“CT&Co”) for CT&Co to act as the Company’s exclusive financial advisor and placement agent, on a best efforts basis. Under the terms of the Agreement, CT&Co will be the Company’s exclusive financial advisor for an initial period of thirty (30) days and then reverting to a non-exclusive financial advisor for the next twelve (12) months, with an option to extend for an additional six (6) months. Both the Company and CT&Co may cancel the Agreement at any time upon written notice to the other party. Within five (5) days of execution of the Agreement, the Company shall issue 500,000 shares of its restricted common stock to CT&Co. As additional consideration, the Company shall pay CT&Co a success fee of ten percent (10%) of the amount of any equity or hybrid equity capital raised up to $1,000,000, eight percent (8%) of the amount of any equity or hybrid equity capital raised up to $5,000,000, and six percent (6%) of the amount of any equity or hybrid equity capital raised over $5,000,000. In connection with the compensation set forth above, the Company shall also issue to CT&Co restricted shares of its common stock equal to four percent (4%) of the capital raised divided by the last reported closing price of the Company’s common stock on the date of the close. Common Stock Payable As of September 30, 2020, and June 30, 2020, the Company owes a vendor $164,332 and $80,000 worth of common stock for services rendered, respectively. Other Risks On March 12, 2020, the World Health Organization declared COVID-19 to be a pandemic, and the COVID-19 pandemic has resulted in significant financial market volatility and uncertainty. A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price of our common shares. While we did not incur significant disruptions from the COVID-19 pandemic during the quarter ended September 30, 2020, this situation could have an impact on our future business and results of operations in 2021 that may be material, but cannot be reasonably estimated at this time due to numerous uncertainties. |
Note 6 - Stockholders' Deficit
Note 6 - Stockholders' Deficit | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Note 6 - Shareholders' Deficit | Note 6 – Stockholders’ Deficit As of September 30, 2020, and June 30, 2020, there were 128,419,298 and 127,037,531 shares of common stock issued and outstanding, respectively. Common stock issued for services During the three months ended September 30, 2020 and 2019, the Company issued 1,088,158 and 1,650,000 shares of common stock to third parties for services valued at $199,868 and $165,000, respectively, with prices between $0.10 and $0.20 per share. During the year ended June 30, 2019, the Company issued 90,000,000 million shares of restricted common stock to the officer as compensation for services as Chief Executive Officer. The shares vest over four years and were valued at $0.0625 per share. The shares are being expensed over four years, or $1.4 million per year. For the three months ended September 30, 2020 and 2019, $351,562 and $351,564 of stock compensation was recognized, respectively. Prior to the Company’s stock trading on an exchange, the fair value of its shares of common stock was determined based on the price at which the Company was selling its shares of common stock to third party investors. Issuance of Common Stock Payable During the three months ended September 30, 2020 and 2019, the Company issued 140,199 shares of common stock to a third party for services valued at $25,236 Shares issued for prepayment penalty On September 29, 2020, the Company paid $81,675 towards the first tranche which includes principal of $55,000, prepayment penalty of $21,175 and accrued interest of $5,500. As an inducement to pay off the note early, the Company issued 153,410 shares of common stock valued at $0.20 per share, or $30,682 to the Investor (see note 2). Equity component of issuance of convertible notes On July 14, 2020, the Company issued a $340,000 convertible promissory note to a Lender—see note 2. The Notes will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.144. The embedded conversion feature of this note was valued at $85,000 and is amortized over the life of the note. |
Note 7 - Derivative Liability
Note 7 - Derivative Liability | 3 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Note 7 - Derivative Liability | Note 7 – 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 three months ended September 30, 2020 is as follows: Quarter Ended September 30, 2020 Stock price $ 0.20 Exercise price $ 0.236 – $0.394 Contractual term (in years) 0.75 – 1.14 Volatility (annual) 189.6 % Risk-free rate 0.12 % 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 September 30, 2020 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) September 30, 2020 Derivative liability $ — $ — $ 254,507 $ 254,507 Total $ — $ — $ 254,507 $ 254,507 Fair Value measured at June 30, 2020 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2020 Derivative liability $ - $ - $ 248,173 $ 248,173 Total $ - $ - $ 248,173 $ 248,173 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 the period ended September 30, 2020. During the three months ended September 30, 2020 and 2019, the Company recorded a loss of $6,334 and a gain of 15,532, 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, 2020: Derivative Liability Balance – June 30, 2020 $ 248,173 Changes due to issuances - Change in fair value of derivative liability 6,334 Balance – September 30, 2020 $ 254,507 The balance of the derivative liability at September 30, 2020 and June 30, 2020 was $254,507 and $248,173, respectively. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 3 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Note 8 - Subsequent Events | Note 8 – Subsequent Events On October 19, 2020 and October 20, 2020, the Company issued 3,613,158 shares of common stock, valued at $867,158, to third parties for services. On October 21, 2020, the Company entered into a $348,000 convertible promissory note (the “Note”) with a lender (the “Lender”). The outstanding principal balance of the Note shall bear interest at the rate of twelve percent (12%) per annum. If the Company has not paid the principal and interest due under Note to the Lender on or before the Maturity Date, upon the written demand of the Lender, the unpaid principal amount of all of this Note, together with all accrued and unpaid interest on the principal amount outstanding from time to time, shall be converted into that number of shares of Common Stock equal to the quotient obtained by dividing (i) the unpaid principal amount of the this Note, together with all accrued and unpaid interest on the principal amount outstanding from time to time, as of the end of the day immediately prior to the Conversion Date by $0.144. The Lender shall not be entitled to convert any amount that could case Lender to hold more that 9.99% of the Company’s common stock. Further, Lender agrees not to sell daily the Conversion Stock for a period of six (6) months from a conversion date (“Trading Restriction Period”) in an amount greater than thirty percent (30%) of the ten (10) day daily average trading volume of the Company’s common stock. Upon expiration of the Trading Restriction Period, the Lender shall have no restrictions relating to his Conversion Stock. On October 22, 2020, the Company entered into a securities purchase agreement with an investor where the Company issued 1,200,000 shares of common stock valued at $0.10 per share, or $120,000 On October 27, 2020, the Company entered into an agreement to pay off the April 2020 Note with $75,000 cash, 416,295 shares of common stock at $0.1328 per share, or $55,484 and an option to pay either $25,000 cash or issue 188,253 shares, valued at $0.1328 per share, to the holder. On November 3, 2020, the Company paid $75,000 to the holder. On October 29, 2020, the Company paid $81,553 toward the final tranche of the notes issued on October 1, 2019, which consists of principal of $55,000, interest of $5,410 and a prepayment penalty of $21,143. The Company also issued 123,602 shares to the creditor valued at $14,832 in conjunction with the prior extension of this note. |
Note 1 - Organization And Sum_2
Note 1 - Organization And Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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 offices in San Francisco, California and Shanghai, China. 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. |
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 unsatisfactory terms and conditions if at all. The current pandemic known as COVID-19 as described in Note 5, creates additional uncertainty. The accompanying 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 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 | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited condensed consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. All intercompany transactions have been eliminated in consolidation. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended June 30, 2020, as filed with the SEC on September 25, 2020. Operating results for the three months ended September 30, 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the fiscal year ending June 30, 2021. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the 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 | 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 September 30, 2020. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California. |
Use of Estimates | Use of Estimates Generally accepted accounting principles require that the 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, 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 | Revenue Recognition The Company will recognize revenue from the sale of products and services in accordance with ASC 606, ” Revenue from Contracts with Customers, ” |
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 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 | 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. There were no potentially dilutive securities for the period ended September 30, 2020 and year ended June 30, 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures · 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 consolidated financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these consolidated financial instruments. |
Derivative Liability | Derivative Liability FASB ASC 815, Derivatives and Hedging requires all derivatives to be recorded on the consolidated balance sheet at fair value. As of September30, 2020, 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 |
Leases | Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established ASC Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. Adoption of this standard did not result in any material changes to the financial statements. |
Inventories | Inventories Inventory, 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. As of September 30, 2020, the Company had inventories of approximately $44,731. The Company has no allowance for inventory reserves. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures. |
Note 2 - Notes Payable (Tables)
Note 2 - Notes Payable (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of note payable | Amount Balance of notes payable, net of discount at June 30, 2020 $ 522,283 Issuances of debt, net of discount 255,000 Amortization of debt discount 62,176 Payments on notes payable (55,000) Balance of notes payable, net of discount as ofSeptember30, 2020 $ 784,459 |
Note 7 - Derivative Liability (
Note 7 - Derivative Liability (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Schedule of valuation methodology | 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 three months ended September 30, 2020 is as follows: Quarter Ended September 30, 2020 Stock price $ 0.20 Exercise price $ 0.236 – $0.394 Contractual term (in years) 0.75 – 1.14 Volatility (annual) 189.6 % Risk-free rate 0.12 % |
Fair Value, Liabilities Measured on 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 September 30, 2020 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) September 30, 2020 Derivative liability $ — $ — $ 254,507 $ 254,507 Total $ — $ — $ 254,507 $ 254,507 Fair Value measured at June 30, 2020 Quoted prices in Significant other Significant active markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2020 Derivative liability $ - $ - $ 248,173 $ 248,173 Total $ - $ - $ 248,173 $ 248,173 |
Schedule of changes in Level 3 liabilities | The following table presents changes in Level 3 liabilities measured at fair value for the period ended September 30, 2020: Derivative Liability Balance – June 30, 2020 $ 248,173 Changes due to issuances - Change in fair value of derivativeliability 6,334 Balance – September 30, 2020 $ 254,507 |
Note 1 - Organization And Sum_3
Note 1 - Organization And Summary Of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Accounting Policies [Abstract] | ||
Interest and penalties | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Inventories | $ 44,731 | $ 43,675 |
Note 2 - Notes Payable (Details
Note 2 - Notes Payable (Details) - USD ($) | Jul. 14, 2020 | Oct. 02, 2019 | Jul. 03, 2019 | Nov. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Apr. 07, 2020 |
Notes payable, net | $ 350,493 | $ 522,283 | ||||||
Payments on notes payable | 55,000 | $ 29,949 | ||||||
Lender | ||||||||
Conversion of notes payable to equity, value | $ 340,000 | |||||||
Conversion price | $ 0.144 | |||||||
Embedded conversion feature | $ 85,000 | |||||||
Investor | Securities Purchase Agreement | ||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Notes payable, net | 55,000 | $ 110,000 | ||||||
Accrued interest | $ 26,553 | |||||||
Conversion of notes payable to equity, value | $ 40,000 | |||||||
Shares reserved for future issuance | 277,012 | |||||||
Payment, description | On September 29, 2020, the Company paid $81,675 towards the first tranche which includes principal of $55,000, prepayment penalty of $21,175 and accrued interest of $5,500. Additionally, the Company issued 153,410 shares of common stock valued at $0.20 per share, or $30,682, to the Investor | |||||||
Proceeds from convertible promissory notes | $ 220,000 | |||||||
Convertible promissory notes description | Convertible promissory notes in monthly tranches of $55,000 at the Investor’s discretion | |||||||
March 2018 notes | ||||||||
Debt Instrument, Interest Rate During Period | 8.00% | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2019 | |||||||
Conversion of notes payable to equity, value | $ 5,119 | |||||||
Payments on notes payable | $ 11,381 | |||||||
May 2020 note | ||||||||
Debt Instrument, Maturity Date | Mar. 11, 2021 | |||||||
Debt Instrument, interest rate | 10.00% | |||||||
Notes payable, net | $ 77,235 | |||||||
July 2019 Note | Lender | ||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||
Debt Instrument, Maturity Date | Jul. 3, 2021 | |||||||
Notes payable, net | $ 250,000 | $ 250,000 | ||||||
November 2019 Note | Lender | ||||||||
Debt Instrument, Interest Rate During Period | 12.00% | |||||||
Notes payable, net | $ 170,000 | |||||||
April 2020 Note | Investor | ||||||||
Debt Instrument, interest rate | 8.00% | |||||||
Notes payable, net | $ 111,290 | |||||||
July 2020 Note | Investor | ||||||||
Debt Instrument, interest rate | 12.00% | |||||||
Notes payable, net | $ 340,000 | |||||||
Conversion price | $ 0.144 | |||||||
Embedded conversion feature | $ 85,000 |
Note 2 - Notes Payable _ Schedu
Note 2 - Notes Payable : Schedule of note payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |||
Balance of notes payable, net of discount at begging | $ 522,283 | ||
Issuances of debt, net of discount | 255,000 | ||
Amortization of debt discount | 62,176 | $ 14,860 | |
Payments on notes payable | $ (81,675) | (55,000) | |
Balance of notes payable, net of discount at end | $ 350,493 |
Note 3 - Related Party Transa_2
Note 3 - Related Party Transactions (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Related Party Transactions [Abstract] | ||
Due to officer | $ 6,428 | $ 6,428 |
Note 5 - Commitments And Cont_2
Note 5 - Commitments And Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 21, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 07, 2020 | |
Debt Instrument, Convertible, Type of Equity Security | Equity investments of up to $5 million over twenty-four months following an effective registration of the underlying shares. | |||
Common stock payable | $ 164,332 | $ 80,000 | ||
Common stock shares issued | 128,419,298 | 127,037,531 | ||
Letter Agreement [Member] | ||||
Agreement, description | Within five (5) days of execution of the Agreement, the Company shall issue 500,000 shares of its restricted common stock to CT&Co. As additional consideration, the Company shall pay CT&Co a success fee of ten percent (10%) of the amount of any equity or hybrid equity capital raised up to $1,000,000, eight percent (8%) of the amount of any equity or hybrid equity capital raised up to $5,000,000, and six percent (6%) of the amount of any equity or hybrid equity capital raised over $5,000,000. | |||
Maxim | ||||
Common stock shares issued | 2,250,000 |
Note 6 - Stockholders_ Deficit
Note 6 - Stockholders’ Deficit (Details) - USD ($) | Jul. 14, 2020 | Sep. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2020 |
Common Stock, shares issued | 128,419,298 | 127,037,531 | ||||
Common Stock, shares outstanding | 128,419,298 | 127,037,531 | ||||
Common stock issued for services, value | $ 199,868 | $ 165,000 | ||||
Share price | $ 0.20 | $ 0.20 | ||||
Payment of related party debt | $ 81,675 | $ 55,000 | ||||
Shares issued upon prepayment penalty | 153,410 | |||||
Issuance of Common Stock Payable, value | $ 25,236 | |||||
Lender | ||||||
Debt conversion, converted instrument, amount | $ 340,000 | |||||
Conversion price | $ 0.144 | |||||
Embedded conversion fair value | $ 85,000 | |||||
Third parties | ||||||
Common stock issued for services, shares | 1,088,158 | 1,650,000 | ||||
Common stock issued for services, value | $ 199,868 | $ 165,000 | ||||
Issuance of Common Stock Payable, shares | 140,199 | 140,199 | ||||
Issuance of Common Stock Payable, value | $ 25,236 | $ 25,236 | ||||
Third parties | Minimum [Member] | ||||||
Share price | $ 0.10 | |||||
Third parties | Maximum [Member] | ||||||
Share price | $ 0.20 | |||||
Chief Executive Officer [Member] | ||||||
Common stock issued to employees, shares | 90,000,000 | |||||
Share price | $ 0.0625 | |||||
Share based expense | $ 351,562 | $ 351,564 |
Note 7 - Derivative Liability_2
Note 7 - Derivative Liability (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |||
Change in fair value of derivative liability | $ 6,334 | $ 15,532 | |
Derivative liability | $ 254,507 | $ 248,173 |
Note 7 - Derivative Liability _
Note 7 - Derivative Liability : Schedule of valuation methodology (Details) - $ / shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 29, 2020 | |
Stock price | $ 0.20 | $ 0.20 |
Volatility (annual) | 189.60% | |
Risk-free rate | 0.12% | |
Minimum [Member] | ||
Exercise price | $ 0.236 | |
Contractual term (in years) | 9 months | |
Maximum [Member] | ||
Exercise price | $ 0.394 | |
Contractual term (in years) | 1 year 1 month 20 days |
Note 7 - Derivative Liability_3
Note 7 - Derivative Liability : Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Derivative liability | $ 254,507 | $ 248,173 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | $ 254,507 | $ 248,173 |
Note 7 - Derivative Liability_4
Note 7 - Derivative Liability : Schedule of changes in Level 3 liabilities (Details) | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Disclosure Text Block [Abstract] | |
Balance at beginning | $ 248,173 |
Changes due to issuances | 0 |
Change in fair value of derivative liability | 6,334 |
Balance at end | $ 254,507 |
Note 8 - Subsequent Events (Det
Note 8 - Subsequent Events (Details) - USD ($) | Oct. 02, 2019 | Nov. 03, 2020 | Oct. 29, 2020 | Oct. 27, 2020 | Oct. 21, 2020 | Oct. 19, 2020 | Sep. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 14, 2020 |
Stock issued for services, value | $ 199,868 | $ 165,000 | ||||||||
Share price | $ 0.20 | $ 0.20 | ||||||||
Payment to related party | $ 81,675 | $ 55,000 | ||||||||
Lender | ||||||||||
Debt instrument, conversion price | $ 0.144 | |||||||||
Investor | Securities Purchase Agreement | ||||||||||
Repayment of debt, description | On September 29, 2020, the Company paid $81,675 towards the first tranche which includes principal of $55,000, prepayment penalty of $21,175 and accrued interest of $5,500. Additionally, the Company issued 153,410 shares of common stock valued at $0.20 per share, or $30,682, to the Investor | |||||||||
Subsequent Event [Member] | Creditor | ||||||||||
Stock issued in conjunction with prior extension of notes, shares | 123,602 | |||||||||
Stock issued in conjunction with prior extension of notes, value | $ 14,832 | |||||||||
Subsequent Event [Member] | Third parties | ||||||||||
Stock issued for services, shares | 3,613,158 | |||||||||
Stock issued for services, value | $ 867,158 | |||||||||
Subsequent Event [Member] | Investor | Securities Purchase Agreement | ||||||||||
Common stock issued, shares | 1,200,000 | |||||||||
Common stock issued, value | $ 120,000 | |||||||||
Share price | $ 0.10 | |||||||||
Subsequent Event [Member] | Noteholder | ||||||||||
Repayment of debt, description | The Company paid $81,553 toward the final tranche of the notes issued on October 1, 2019, which consists of principal of $55,000, interest of $5,410 and a prepayment penalty of $21,143 | The Company entered into an agreement to pay off the April 2020 Note with $75,000 cash, 416,295 shares of common stock at $0.1328 per share, or $55,484 and an option to pay either $25,000 cash or issue 188,253 shares, valued at $0.1328 per share, to the holder | ||||||||
Payment to related party | $ 75,000 | |||||||||
Subsequent Event [Member] | Convertible Promissory Note | Lender | ||||||||||
Principal amount | $ 348,000 | |||||||||
Debt Instrument, Interest Rate | 12.00% | |||||||||
Debt instrument, conversion price | $ 0.144 | |||||||||
Debt instrument, conversion description | The Lender shall not be entitled to convert any amount that could case Lender to hold more that 9.99% of the Company’s common stock. Further, Lender agrees not to sell daily the Conversion Stock for a period of six (6) months from a conversion date (“Trading Restriction Period”) in an amount greater than thirty percent (30%) of the ten (10) day daily average trading volume of the Company’s common stock. |