Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Oct. 02, 2023 | Dec. 31, 2022 | |
Details | |||
Registrant CIK | 0001755101 | ||
Fiscal Year End | --06-30 | ||
Document Financial Statement Error Correction | false | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Transition Report | false | ||
Entity 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 | ||
Entity Address, Address Description | Address of principal executive offices | ||
City Area Code | 415 | ||
Local Phone Number | 439-5260 | ||
Phone Fax Number Description | Registrant's telephone number | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 787,177 | ||
Entity Common Stock, Shares Outstanding | 150,543,635 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets | ||
Cash | $ 57,619 | $ 189,233 |
Prepaid expenses | 35,436 | 8,038 |
Inventories, net | 65,209 | 64,200 |
Total assets | 158,264 | 261,471 |
Current liabilities | ||
Accounts payable and accrued expenses | 157,696 | 103,355 |
Notes payable to shareholders | 262,955 | 289,319 |
Notes payable - current | 16,051 | 0 |
Derivative liabilities | 1,004,846 | 577,180 |
Due to officer | 1,000 | 0 |
Common stock payable | 0 | 10,475 |
Total current liabilities | 1,442,548 | 980,329 |
Notes payable to shareholders, noncurrent | 151,777 | 100,000 |
Total liabilities | 1,594,325 | 1,080,329 |
Stockholders' deficit | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 150,543,635 and 148,543,635 shares issued and outstanding as of June 30, 2023 and 2022, respectively | 150,545 | 148,545 |
Additional paid-in capital | 15,287,798 | 12,410,428 |
Accumulated deficit | (16,874,404) | (13,377,831) |
Total stockholders' deficit | (1,436,061) | (818,858) |
Total liabilities and stockholders' deficit | $ 158,264 | $ 261,471 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - $ / shares | Jun. 30, 2023 | Jun. 30, 2022 |
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 | 150,543,635 | 148,543,635 |
Common Stock, Shares, Outstanding | 150,543,635 | 148,543,635 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Consolidated Statements of Operations | ||
Revenue | $ 46,879 | $ 28,162 |
Cost of goods sold | (48,227) | (25,907) |
Gross (loss) profit | (1,348) | 2,255 |
Operating expenses | 3,129,650 | 3,012,414 |
Total operating expenses | 3,129,650 | 3,012,414 |
Loss from operations | (3,130,908) | (3,010,159) |
Other income (expense) | ||
Interest expense | (645,019) | (500,919) |
Gain on settlement of debt | 0 | 48,619 |
Change in fair value of common stock payable | 4,525 | 0 |
Change in fair value of common stock | 0 | (11,283) |
Change in fair value of derivative liability | 274,919 | (67,358) |
Net loss before provision for income taxes | (3,496,573) | (3,541,100) |
Provision for income taxes | 0 | 0 |
Net loss | $ (3,496,573) | $ (3,541,100) |
Basic and diluted loss per share | $ (0.07) | $ (0.07) |
Average number of common shares outstanding - basic and diluted | 53,663,943 | 51,075,639 |
Consolidated Statements of Chan
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, 2021 | $ 127,037 | $ 5,037,883 | $ (5,609,891) | $ (444,971) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2021 | 127,037,531 | |||
Common stock issued for cash, Value | $ 5,200 | 514,800 | 0 | 520,000 |
Common stock issued for cash, Shares | 5,200,000 | |||
Stock compensation expense | $ 4,000 | 2,010,612 | 0 | 2,014,612 |
Common stock issued for services, Value | $ 3,819 | 140,322 | 0 | $ 144,141 |
Common stock issued for services, Shares | 3,819,018 | |||
Issuance of common stock payable, Shares | 8,106,723 | |||
Net loss | $ 0 | 0 | (3,541,100) | $ (3,541,100) |
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2022 | $ 148,545 | 12,410,428 | (13,377,831) | (818,858) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 148,543,635 | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 4,000,000 | |||
Settlement of notes payable with issuance of options to purchase common stock | $ 0 | 1,393,915 | 0 | 1,393,915 |
Common stock issued for cash, Value | 0 | 2,287,376 | 0 | 2,287,376 |
Stock compensation expense | 2,287,376 | |||
Common stock issued for services, Value | $ 2,000 | 153,950 | 0 | 155,950 |
Common stock issued for services, Shares | 2,000,000 | |||
Net loss | $ 0 | 0 | (3,496,573) | (3,496,573) |
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023 | $ 150,545 | 15,287,798 | (16,874,404) | (1,436,061) |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 150,543,635 | |||
Settlement of notes payable with issuance of options to purchase common stock | $ 0 | $ 436,044 | $ 0 | $ 436,044 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,496,573) | $ (3,541,100) |
Adjustment to reconcile change in net loss to net cash used in operating activities | ||
Amortization | 385,413 | 192,396 |
Interest expense | 102,885 | 137,924 |
Issuance of common stock for services | 155,950 | 144,141 |
Stock compensation expense | 2,287,376 | 2,014,612 |
Change in fair value of derivative liability | (274,919) | 67,358 |
Gain on settlement of debt | 0 | (48,619) |
Common stock payable | (10,475) | 10,475 |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | (11,347) | 26,075 |
Inventories | (1,009) | (15,325) |
Accounts payable and accrued expenses | 185,085 | 127,651 |
Net Cash Provided by (Used in) Operating Activities | (677,614) | (884,412) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable to shareholders | 545,000 | 350,000 |
Proceeds from due to officer | 1,000 | 0 |
Proceeds from issuance of common stock | 0 | 520,000 |
Payment on notes payable | 0 | (40,000) |
Payment on amounts due to officer | 0 | (6,428) |
Net cash provided by financing activities | 546,000 | 823,572 |
Net decrease in cash and cash equivalents | (131,614) | (60,840) |
Cash and cash equivalents, beginning of year | 189,233 | 250,073 |
Cash and cash equivalents, end of year | 57,619 | 189,233 |
Non-cash investing and financing activities | ||
Increase in derivative liability upon issuance of convertible note | 600,214 | 484,374 |
Payment of notes payable with issuance of options to purchase common stock | $ 436,044 | $ 1,393,915 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
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 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. 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. The current pandemic known as COVID-19 creates additional uncertainty. There have been outbreaks in several countries, including the United States, of the highly transmissible and pathogenic coronavirus (“COVID-19”). The outbreak of such COVID-19 resulted in a widespread health crisis that adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. Although to date, the Company has not been adversely affected by COVID-19, the measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations. 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 accompanying 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 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 June 30, 2023. 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, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, 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, ” Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes coupons, discounts, and processing fees. The Company constrains revenue by considering factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. We offer consumer products through our website. Revenue is recognized when control of the goods is transferred to the customer, which occurs upon shipment to the customer. 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 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. There were no potentially dilutive securities for the years ended June 30, 2023 and 2022. 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 financial statements for cash, 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 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. As of June 30, 2023, the Company had inventories of $65,209 net of allowance for inventory reserves amounting to $2,736. |
Note 2 - Notes Payable
Note 2 - Notes Payable | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 2 - Notes Payable | Note 2 – Notes payable On January 5, 2023, the Company financed its insurance premiums through its insurance broker amounting to $40,127 that carries an annual interest rate of 12% and matures through November 2023 in ten equal payments of $4,013. The net carrying amount of the note is $16,051 and nil as of June 30, 2023 and 2022, respectively. |
Note 3 - Notes payable to share
Note 3 - Notes payable to shareholders | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 3 - Notes payable to shareholders | Note 3 – Notes payable to shareholders On January 12, 2021, the Company sold convertible notes bearing 12% interest per annum on the principal amount of $360,000, respectively. The principal amount was agreed to be paid in two tranches of $180,000 each, received on February 19, 2021 and March 08, 2021. 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 $0.144. The beneficial conversion features of this note were valued at $35,500 and $7,500 for each tranche received and are amortized over the life of the note. On December 13, 2022, the Company converted the notes, in which on that date, the outstanding $360,000 in principle and $76,044 in interest were converted into 2,952,548 fully vested options to purchase common stock. The options expire in five years with the exercise price of $0.02. The options were valued at $65,236, in the aggregate, using Black Scholes. On February 04, 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 8. On June 8, 2022, the Company converted the July 2019 Notes, November 2019 Note and the 2020 Notes (collectively “Converted Notes”), with an aggregate principal balance of $1,108,000 and $282,838 of accrued interest into stock options. The options expire in five years with the exercise prices ranging between $0.14 and $0.34. The options were valued at $216,981, in the aggregate, using Black Scholes. 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 8. 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 8. On April 30, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $100,000 (“April 2023 Notes”). The note is disbursed in three tranches with 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 2023 Notes contain embedded derivatives, see Note 8. Amount Balance of notes payable, net of discount on June 30, 2022 $ 389,319 Amortization of debt discount 385,413 New Issuances 545,000 Embedded Conversion Feature – Debt discount (545,000) Conversion of Notes Payable less Accrued Interest to stock options (360,000) Balance of notes payable, net of discount as of June 30, 2023 $ 414,732 |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 4 - Related Party Transactions | Note 4 – Related Party Transactions Notes Payable to Shareholder During the year ended June 30, 2023, the Company received $545,000 in notes payable to related parties which are composed of three notes: (1) $325,000 note, (2) $120,000 note and (3) $100,000 note. The first note is disbursed in three tranches with first tranche of $125,000 received on September 1, 2022. The second and third tranches of $100,000 were received on September 19, 2022 and October 15, 2022, respectively. The second note is disbursed in four tranches with the first tranche of $40,000 received on January 10, 2023, second tranche of $20,000 received on February 10, 2023, third tranche of $20,000 received on March 3, 2023 and fourth tranche of $40,000 received on March 31, 2023. The third note is disbursed in three tranches with the first tranche of $20,000 received on May 12, 2023, second tranche of $40,000 received on May 31, 2023 and third tranche of $40,000 received on June 28, 2023. See Note 3, Notes Payable to Shareholders, for detail. During the year ended June 30, 2022, the Company received $350,000 in notes payable to related parties, see note 3, notes payable to shareholders for detail. Additionally, during the year ended June 30, 2022, the Company and the shareholder agreed to covert an aggregate $1,108,000 and $282,838 in outstanding principal and interest into an aggregate 8,106,723 options to purchase common stock, see note 7, stockholders’ equity for further detail. |
Note 5 - Concentrations
Note 5 - Concentrations | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 5 - Concentrations | Note 5 – 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 June 30, 2023, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 6 - Commitments and Contingencies | Note 6 – 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 at June 30, 2023. Other Risks There have been outbreaks in several countries, including the United States, of the highly transmissible and pathogenic coronavirus (“COVID-19”). The outbreak of such COVID-19 resulted in a widespread health crisis that adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. Although to date, the Company has not been adversely affected by COVID-19, the measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations. |
Note 7 - Stockholders' Equity D
Note 7 - Stockholders' Equity Deficit | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 7 - Stockholders' Equity Deficit | Note 7 – Stockholders’ Deficit As of June 30, 2023 and 2022, there were 150,543,635 and 148,543,635 shares of common stock issued and outstanding, respectively. Common stock issued for services On March 1, 2023, the Company issued 1,500,000 shares of common stock for services valued at $150,000 with price at $0.10 per share. On June 30, 2023, the Company issued 500,000 shares of common stock for services valued at $5,950 with price at $0.0119 per share. The Company applied this issuance to outstanding common stock payable amounting to $10,475 and the difference of $4,525 was recorded as a “gain from change in fair value of common stock payable” in the consolidated statements of operations. During the year ended June 30, 2022, the Company issued 3,819,018 shares of common stock to third parties for services valued at $144,141, respectively, with prices between $0.02 and $0.24 per share. Restricted stock and Stock options During the year ended June 30, 2023, and 2022, the Company recognized stock compensation expense on outstanding restricted stock awards of $1,731,781 and $1,689,616, respectively. During the years ended June 30, 2023 and 2022, the Company granted 27,820,049 and 19,407,076 stock options, in the aggregate, to its board members and consultants. Stock compensation expense is summarized as follows: June 30, 2023 June 30, 2022 Restricted stock awards $ 1,731,781 $ 1,689,616 Stock option awards 555,595 324,996 Stock compensation expense $ 2,287,376 $ 2,014,612 The options granted in the fiscal years 2023 and 2022 vest pro-rata over the member’s term, have exercise prices between $0.01 and $0.18 and expire in five years from the date of grant. On June 8, 2022, 8,106,723 options were issued in exchange for $1,309,838 in outstanding principal and interest combined (see Note 4) from notes payable. On June 15, 2022, the Company granted 2,000,000 stock options to its attorney as compensation. The options vest pro-rata over five years, have an exercise price of $0.03 and expire in five years from the date of grant. Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – July 1, 2021 4,094,959 $ 0.15 2.92 Granted 19,407,076 0.10 4.78 Exercised - - - Outstanding – June 30, 2022 23,502,035 $ 0.11 2.92 Granted 27,820,049 0.01 6.10 Exercised - - - Outstanding – June 30, 2023 51,322,083 $ 0.04 4.14 The Company recognized $555,595 and $233,471 of expense during the years ended June 30, 2023 and 2022, respectively, in connection with the options and valued with Black Scholes using the following inputs: June 30, 2023 June 30, 2022 Stock price $ 0.01 – 0.05 $ 0.02 – 0.03 Exercise price $ 0.01 – 0.18 $ 0.02 – 0.34 Expected term (in years) 5.00 4.94 – 5.00 Volatility (annual) 196.5 - 380.5 % 141.5 - 271.1 % Risk-free rate 2.42 - 4.27 % 1.39% - 2.94 % |
Note 8 - Derivative Liability
Note 8 - Derivative Liability | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 8 - Derivative Liability | Note 8 – 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 to be issued is based on 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 options 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 year ended June 30, 2023 is as follows: Year Ended June 30, 2023 Stock price $ 0.01 – 0.05 Exercise price $ 0.01 – 0.18 Contractual term (in years) 0.14 – 5.00 Volatility (annual) 166% - 201% Risk-free rate 3.51% - 4.87% 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 June 30, 2023 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2023 Derivative liability $ - $ - $ 1,004,846 $ 1,004,846 Total $ - $ - $ 1,004,846 $ 1,004,846 Fair value measured at June 30, 2022 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2022 Derivative liability $ - $ - $ 577,180 $ 577,180 Total $ - $ - $ 577,180 $ 577,180 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 years ended June 30, 2023 and 2022. In the year ending June 30, 2022, the Company recorded a decrease in fair value of derivative liability of $67,358. In the year ending June 30, 2023, the Company recorded an increase in fair value of derivative liability of $274,919. The following table presents the activity for derivative liabilities measured at estimated fair value: Derivative Liability Balance as of June 30, 2021 $ 28,576 Additions during the period 484,376 Change in fair value 67,360 Change due to conversion / exercise / redemptions (3,132) Balance as of June 30, 2022 $ 577,180 Additions during the period 702,585 Change in fair value (274,919) Balance as of June 30, 2023 $ 1,004,846 The balance of the derivative liability at June 30, 2023 and 2022 was $1,004,846 and $577,180, respectively. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 9 - Income Taxes | Note 9 – Income Taxes The Company files corporate income tax returns in the United States (federal) and in Delaware. Since the Company incurred net operating losses in every tax year since inception, the 2021, 2022 and 2023 income tax returns are subject to examination and adjustments by the IRS for at least three years following the year in which the tax attributes are utilized. As of June 30, 2023, the Company had federal net operating loss carry forwards of $7,160,000 and state net operating loss carryforwards of $5,595,000. Of the $7.2 million of federal NOL’s, $7.0 million have no expiration, but have limited utilization of 80% of current years taxable income while $.2 million will begin to expire during 2037. State net operating loss carryforwards will begin to expire in 2039 through 2043. The Company also had net operating losses of $33,189 in China which will begin to expire in 2033. Net operating loss carry forwards may be limited in available usage under Internal Revenue Code 382 as a result of the issuance of additional stock. The Company is currently reviewing the limitation. Other than minimum taxes, the company does not incur a provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following: Year Ended June 30, 2023 2022 Deferred Tax Assets Net Operating Loss Carryforward $ 1,909,614 $ 1,427,731 Stock Based Compensation 1,825,873 1,193,811 Unrealized loss on Debt conversion 10,121 10,036 Valuation Allowance (3,745,608) (2,631,578) Net Deferred Tax Assets $ - $ - Reconciliation of the statutory federal income tax to the Company’s effective tax: Year Ended June 30, 2023 2022 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 9.17 % 6.26 % Permanent items 1.68 % - % Other 0.01 % (0.40) % Valuation Allowance (31.86) % (26.86) % Provision for income taxes - % - % |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Notes | |
Note 10 - Subsequent Events | Note 10 – Subsequent Events On August 9, 2023, the Company entered into a binding LOI (the “LOI”) with LeSalon Beauty Ltd., a company incorporated in England and Wales. Under the terms of the LOI, the Company and LeSalon have agreed to enter into an Asset Purchase Agreement (the “APA”) for the purchase and sale of the assets of LeSalon in exchange for a total purchase price of $1,400,000, which shall consist of $100,000 cash to be paid within fourteen (14) days of closing of the APA and $1,300,000 worth of restricted common stock of the Company, to be paid within forty-five days of the signing of the APA. |
Note 1 - Organization and Sum_2
Note 1 - Organization and Summary of Significant Accounting Policies: Organization (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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 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. 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. |
Note 1 - Organization and Sum_3
Note 1 - Organization and Summary of Significant Accounting Policies: Going Concern (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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. The current pandemic known as COVID-19 creates additional uncertainty. There have been outbreaks in several countries, including the United States, of the highly transmissible and pathogenic coronavirus (“COVID-19”). The outbreak of such COVID-19 resulted in a widespread health crisis that adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. Although to date, the Company has not been adversely affected by COVID-19, the measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations. 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. |
Note 1 - Organization and Sum_4
Note 1 - Organization and Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
Note 1 - Organization and Sum_5
Note 1 - Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the consolidated statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less. |
Note 1 - Organization and Sum_6
Note 1 - Organization and Summary of Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California. |
Note 1 - Organization and Sum_7
Note 1 - Organization and Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
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, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, 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. |
Note 1 - Organization and Sum_8
Note 1 - Organization and Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
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, ” Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes coupons, discounts, and processing fees. The Company constrains revenue by considering factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers. We offer consumer products through our website. Revenue is recognized when control of the goods is transferred to the customer, which occurs upon shipment to the customer. |
Note 1 - Organization and Sum_9
Note 1 - Organization and Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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 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. |
Note 1 - Organization and Su_10
Note 1 - Organization and Summary of Significant Accounting Policies: Net Loss per Share (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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. There were no potentially dilutive securities for the years ended June 30, 2023 and 2022. |
Note 1 - Organization and Su_11
Note 1 - Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
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 financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. |
Note 1 - Organization and Su_12
Note 1 - Organization and Summary of Significant Accounting Policies: Derivative Liability (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policies | |
Derivative Liability | Derivative Liability FASB ASC 815, Derivatives and Hedging |
Note 1 - Organization and Su_13
Note 1 - Organization and Summary of Significant Accounting Policies: Inventories (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
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. As of June 30, 2023, the Company had inventories of $65,209 net of allowance for inventory reserves amounting to $2,736. |
Note 3 - Notes payable to sha_2
Note 3 - Notes payable to shareholders: Schedule of Debt (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of Debt | Amount Balance of notes payable, net of discount on June 30, 2022 $ 389,319 Amortization of debt discount 385,413 New Issuances 545,000 Embedded Conversion Feature – Debt discount (545,000) Conversion of Notes Payable less Accrued Interest to stock options (360,000) Balance of notes payable, net of discount as of June 30, 2023 $ 414,732 |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity Deficit: Share-Based Payment Arrangement, Restricted Stock, Activity (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Share-Based Payment Arrangement, Restricted Stock, Activity | June 30, 2023 June 30, 2022 Restricted stock awards $ 1,731,781 $ 1,689,616 Stock option awards 555,595 324,996 Stock compensation expense $ 2,287,376 $ 2,014,612 |
Note 7 - Stockholders' Equity_3
Note 7 - Stockholders' Equity Deficit: Schedule of Stock Option Activity (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of Stock Option Activity | Options Weighted Average Exercise Price per Share Weighted Average Remaining Life (Years) Outstanding – July 1, 2021 4,094,959 $ 0.15 2.92 Granted 19,407,076 0.10 4.78 Exercised - - - Outstanding – June 30, 2022 23,502,035 $ 0.11 2.92 Granted 27,820,049 0.01 6.10 Exercised - - - Outstanding – June 30, 2023 51,322,083 $ 0.04 4.14 |
Note 7 - Stockholders' Equity_4
Note 7 - Stockholders' Equity Deficit: Schedule of Assumptions Used (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of Assumptions Used | June 30, 2023 June 30, 2022 Stock price $ 0.01 – 0.05 $ 0.02 – 0.03 Exercise price $ 0.01 – 0.18 $ 0.02 – 0.34 Expected term (in years) 5.00 4.94 – 5.00 Volatility (annual) 196.5 - 380.5 % 141.5 - 271.1 % Risk-free rate 2.42 - 4.27 % 1.39% - 2.94 % |
Note 8 - Derivative Liability_
Note 8 - Derivative Liability: Schedule of valuation methodology (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
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 year ended June 30, 2023 is as follows: Year Ended June 30, 2023 Stock price $ 0.01 – 0.05 Exercise price $ 0.01 – 0.18 Contractual term (in years) 0.14 – 5.00 Volatility (annual) 166% - 201% Risk-free rate 3.51% - 4.87% |
Note 8 - Derivative Liability_2
Note 8 - Derivative Liability: Fair Value, Liabilities Measured on Recurring Basis (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
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 June 30, 2023 Quoted prices in active markets Significant other observable inputs Significant unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2023 Derivative liability $ - $ - $ 1,004,846 $ 1,004,846 Total $ - $ - $ 1,004,846 $ 1,004,846 Fair value measured at June 30, 2022 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2022 Derivative liability $ - $ - $ 577,180 $ 577,180 Total $ - $ - $ 577,180 $ 577,180 |
Note 8 - Derivative Liability_3
Note 8 - Derivative Liability: Schedule of activity for derivative liabilities measured at estimated fair value (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of activity for derivative liabilities measured at estimated fair value | The following table presents the activity for derivative liabilities measured at estimated fair value: Derivative Liability Balance as of June 30, 2021 $ 28,576 Additions during the period 484,376 Change in fair value 67,360 Change due to conversion / exercise / redemptions (3,132) Balance as of June 30, 2022 $ 577,180 Additions during the period 702,585 Change in fair value (274,919) Balance as of June 30, 2023 $ 1,004,846 |
Note 9 - Income Taxes_ Schedule
Note 9 - Income Taxes: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | Year Ended June 30, 2023 2022 Deferred Tax Assets Net Operating Loss Carryforward $ 1,909,614 $ 1,427,731 Stock Based Compensation 1,825,873 1,193,811 Unrealized loss on Debt conversion 10,121 10,036 Valuation Allowance (3,745,608) (2,631,578) Net Deferred Tax Assets $ - $ - |
Note 9 - Income Taxes_ Schedu_2
Note 9 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended June 30, 2023 2022 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 9.17 % 6.26 % Permanent items 1.68 % - % Other 0.01 % (0.40) % Valuation Allowance (31.86) % (26.86) % Provision for income taxes - % - % |
Note 2 - Notes Payable (Details
Note 2 - Notes Payable (Details) - USD ($) | Jun. 30, 2023 | Jan. 05, 2023 | Jun. 30, 2022 |
Details | |||
Insurance Premiums Financed Through Broker | $ 40,127 | ||
Notes payable - current | $ 16,051 | $ 0 |
Note 3 - Notes payable to sha_3
Note 3 - Notes payable to shareholders (Details) - USD ($) | Apr. 30, 2023 | Dec. 21, 2022 | Aug. 26, 2022 | Jun. 08, 2022 | Feb. 04, 2022 | Mar. 08, 2021 | Jan. 19, 2021 | Jan. 12, 2021 |
January 2021 Note | Investor | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||
Debt Instrument, Face Amount | $ 360,000 | |||||||
January 2021 Note | Tranches 1 | ||||||||
Debt Instrument, Face Amount | $ 180,000 | |||||||
Embedded Conversion Feature | $ 35,500 | |||||||
January 2021 Note | Tranches 2 | ||||||||
Debt Instrument, Face Amount | 180,000 | |||||||
Embedded Conversion Feature | $ 7,500 | |||||||
February 2022 Note | Investor | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||
Debt Instrument, Face Amount | $ 350,000 | |||||||
February 2022 Note | Tranches 1 | ||||||||
Debt Instrument, Face Amount | 100,000 | |||||||
February 2022 Note | Tranches 2 | ||||||||
Debt Instrument, Face Amount | 150,000 | |||||||
February 2022 Note | Tranches 3 | ||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||
June 2022 Note | ||||||||
Debt Instrument, Face Amount | $ 1,108,000 | |||||||
June 2022 Note - 2 | ||||||||
Debt Instrument, Face Amount | $ 282,838 | |||||||
August 2022 Note | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||
Debt Instrument, Face Amount | $ 325,000 | |||||||
August 2022 Note | Tranches 1 | ||||||||
Debt Instrument, Face Amount | 125,000 | |||||||
August 2022 Note | Tranches 2 | ||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||
December 2022 Note | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||
Debt Instrument, Face Amount | $ 120,000 | |||||||
December 2022 Note | Tranches 1 | ||||||||
Debt Instrument, Face Amount | 40,000 | |||||||
December 2022 Note | Tranches 2 | ||||||||
Debt Instrument, Face Amount | $ 20,000 | |||||||
April 2023 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||
April 2023 | Tranches 1 | ||||||||
Debt Instrument, Face Amount | 20,000 | |||||||
April 2023 | Tranches 2 | ||||||||
Debt Instrument, Face Amount | $ 40,000 |
Note 3 - Notes payable to sha_4
Note 3 - Notes payable to shareholders: Schedule of Debt (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Details | ||
Notes Payable | $ 414,732 | $ 389,319 |
Amortization of debt discount | 385,413 | |
Proceeds from Issuance of Long-Term Debt | 545,000 | |
Embedded Conversion Feature - debt discount | (545,000) | |
Conversion of Notes Payable less Accrued Interest to stock options | $ (360,000) |
Note 4 - Related Party Transa_2
Note 4 - Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Jun. 08, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Proceeds from notes payable to shareholders | $ 545,000 | $ 350,000 | |
Issuance of common stock payable, Shares | 8,106,723 | ||
Note 1 | |||
Proceeds from notes payable to shareholders | 325,000 | ||
Note 2 | |||
Proceeds from notes payable to shareholders | 120,000 | ||
Note 3 | |||
Proceeds from notes payable to shareholders | $ 100,000 | ||
July 2019 Note | |||
Aggregate Principal Balance on Converted Notes | $ 1,108,000 | ||
January 2021 Note | |||
Accrued Interest on Converted Notes | $ 282,838 |
Note 7 - Stockholders' Equity_5
Note 7 - Stockholders' Equity Deficit (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Common Stock, Shares, Issued | 150,543,635 | 148,543,635 |
Common Stock, Shares, Outstanding | 150,543,635 | 148,543,635 |
Common stock issued for services, Value | $ 155,950 | $ 144,141 |
Increase Decrease in Common Stock Payable | 10,475 | (10,475) |
Change in fair value of common stock payable | 4,525 | 0 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1,731,781 | $ 1,689,616 |
Options granted | 27,820,049 | 19,407,076 |
Issuance of common stock payable, Shares | 8,106,723 | |
Stock Issued During Period, Value, Other | $ 1,309,838 | |
Expense in connection with the options | $ 555,595 | $ 233,471 |
Board Members and Consultants | ||
Options granted | 27,820,049 | 19,407,076 |
Issuance 1 | ||
Common stock issued for services, Value | $ 150,000 | |
Issuance 2 | ||
Common stock issued for services, Value | $ 5,950 | |
Common Stock | ||
Common stock issued for services, Shares | 2,000,000 | 3,819,018 |
Common stock issued for services, Value | $ 2,000 | $ 3,819 |
Common Stock | Issuance 1 | ||
Common stock issued for services, Shares | 1,500,000 | 2,000,000 |
Common Stock | Issuance 2 | ||
Common stock issued for services, Shares | 500,000 |
Note 7 - Stockholders' Equity_6
Note 7 - Stockholders' Equity Deficit: Share-Based Payment Arrangement, Restricted Stock, Activity (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Details | ||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1,731,781 | $ 1,689,616 |
Stock option awards | 555,595 | 324,996 |
Stock compensation expense | $ 2,287,376 | $ 2,014,612 |
Note 7 - Stockholders' Equity_7
Note 7 - Stockholders' Equity Deficit: Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Details | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 51,322,083 | 23,502,035 | 4,094,959 |
Weighted Average Exericse Price, Balance | $ 0.04 | $ 0.11 | $ 0.15 |
Weighted Average Remaining Life, outstanding | 4 years 1 month 20 days | 2 years 11 months 1 day | 2 years 11 months 1 day |
Options granted | 27,820,049 | 19,407,076 | |
Weighted Average Exericse Price, Granted | $ 0.01 | $ 0.10 | |
Weighted Average Remaining Life, granted | 6 years 1 month 6 days | 4 years 9 months 10 days | |
Options exercised | 0 | 0 | |
Weighted Average Exericse Price, Exercised | $ 0 |
Note 7 - Stockholders' Equity_8
Note 7 - Stockholders' Equity Deficit: Schedule of Assumptions Used (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Minimum | ||
Stock Price | $ 0.01 | |
Exercise Price | $ 0.01 | |
Expect term (in years) | 1 month 20 days | |
Volatility (annual) | 166% | |
Risk-free rate | 3.51% | |
Maximum | ||
Stock Price | $ 0.05 | |
Exercise Price | $ 0.18 | |
Expect term (in years) | 5 years | |
Volatility (annual) | 201% | |
Risk-free rate | 4.87% | |
Stock Options | ||
Expect term (in years) | 5 years | |
Stock Options | Minimum | ||
Stock Price | $ 0.01 | $ 0.02 |
Exercise Price | $ 0.01 | $ 0.02 |
Expect term (in years) | 4 years 11 months 8 days | |
Volatility (annual) | 196.50% | 141.50% |
Risk-free rate | 2.42% | 1.39% |
Stock Options | Maximum | ||
Stock Price | $ 0.05 | $ 0.03 |
Exercise Price | $ 0.18 | $ 0.34 |
Expect term (in years) | 5 years | |
Volatility (annual) | 380.50% | 271.10% |
Risk-free rate | 4.27% | 2.94% |
Note 8 - Derivative Liability_4
Note 8 - Derivative Liability: Schedule of valuation methodology (Details) | 12 Months Ended |
Jun. 30, 2023 $ / shares | |
Minimum | |
Stock Price | $ 0.01 |
Exercise Price | $ 0.01 |
Expect term (in years) | 1 month 20 days |
Volatility (annual) | 166% |
Risk-free rate | 3.51% |
Maximum | |
Stock Price | $ 0.05 |
Exercise Price | $ 0.18 |
Expect term (in years) | 5 years |
Volatility (annual) | 201% |
Risk-free rate | 4.87% |
Note 8 - Derivative Liability_5
Note 8 - Derivative Liability: Fair Value, Liabilities Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2020 |
Fair Value, Inputs, Level 1 | |||
Derivative liabilities | $ 0 | $ 0 | |
Fair Value, Inputs, Level 2 | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Derivative liabilities | 1,004,846 | 577,180 | |
Derivative liabilities | $ 1,004,846 | $ 577,180 | $ 28,576 |
Note 8 - Derivative Liability (
Note 8 - Derivative Liability (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2020 | |
Details | |||
Increase (Decrease) in Derivative Liabilities | $ 274,919 | $ 67,358 | |
Derivative liabilities | $ 1,004,846 | $ 577,180 | $ 28,576 |
Note 8 - Derivative Liability_6
Note 8 - Derivative Liability: Schedule of activity for derivative liabilities measured at estimated fair value (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2020 | |
Details | |||
Derivative liabilities | $ 1,004,846 | $ 577,180 | $ 28,576 |
Additions during the period | 702,585 | 484,376 | |
Change in fair value | (274,919) | 67,360 | |
Change due to conversion / exercise / redemption | $ 1,004,846 | $ (3,132) |
Note 9 - Income Taxes (Details)
Note 9 - Income Taxes (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Operating Loss Carryforwards | $ 7,160,000 |
Operating Loss Carryforwards - State | 5,595,000 |
China | |
Operating Loss Carryforwards | $ 33,189 |
Operating Loss Carryforwards, Limitations on Use | expire in 2033 |
Note 9 - Income Taxes_ Schedu_3
Note 9 - Income Taxes: Schedule of Deferred Tax Assets (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,909,614 | $ 1,427,731 |
Stock Based Compensation | 1,825,873 | 1,193,811 |
Unrealized loss on Debt conversion | 10,121 | 10,036 |
Deferred Tax Assets, Valuation Allowance | (3,745,608) | (2,631,578) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Note 9 - Income Taxes_ Schedu_4
Note 9 - Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Details | ||
Statutory federal tax rate | 21% | 21% |
State taxes, net of federal benefit | 9.17% | 6.26% |
Permanent items | 1.68% | 0% |
Other | 0.01% | (0.40%) |
Valuation Allowance | (31.86%) | (26.86%) |
Provision for income taxes | 0% | 0% |