APPlife Digital Solutions (ALDS) 10-K 30 Sep 19 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2019	Sep. 26, 2019	May 22, 2019
Details
Registrant CIK	0001755101
Fiscal Year End	--06-30
Registrant Name	APPLIFE DIGITAL SOLUTIONS INC
SEC Form	10-K
Period End date	Jun. 30, 2019
Tax Identification Number (TIN)	30-0678378
Number of common stock shares outstanding		120,709,674
Public Float			$ 7,144,000
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	true
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-54524
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	555 California St, #4925
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
Country Region	415
City Area Code	659
Local Phone Number	1564
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Current assets
Cash	$ 65,654	$ 11,490
Prepaid expenses and other current assets	0	10,000
Total current assets	65,654	21,490
Investment (cost method at June 30, 2018, equity method at June 30, 2019)	514,693	100,000
Total Assets	580,347	121,490
Current liabilities
Accounts payable and accrued expenses	85,276	26,497
Due to officer	9,580	9,580
Due to Smartrade Exchange Services, Inc.	61,034	100,000
Notes payable	70,624	73,000
Common stock payable	80,416	0
Derivative liability	19,824	0
Total current liabilities	326,754	209,077
Stockholders' equity (deficit)
Common stock, $0.001 par value, 500,000,000 shares authorized; 119,059,674 and 17,239,093 shares issued and outstanding as of June 30, 2019 and June 30, 2018, respectively	119,059	17,239
Additional paid-in capital	1,796,170	67,761
Accumulated deficit	(1,661,636)	(172,587)
Total stockholders' equity (deficit)	253,593	(87,587)
Total liabilities and stockholders' equity (deficit)	$ 580,347	$ 121,490

CONDENSED BALANCE SHEETS - Pare

CONDENSED BALANCE SHEETS - Parenthetical - $ / shares	Jun. 30, 2019	Jun. 30, 2018
Details
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	119,059,674	17,239,093
Common Stock, Shares, Outstanding	119,059,674	17,239,093

UNAUDITED CONDESNED STATEMENTS

UNAUDITED CONDESNED STATEMENTS OF OPERATIONS - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2019
Details
Revenues	$ 0	$ 0
Operating expenses	171,090	1,455,385
Total operating expenses	171,090	1,455,385
Loss from operations	(171,090)	(1,455,385)
Other income (expense)
Loss from equity method investment	0	(21,023)
Interest expense	(1,497)	(13,838)
Change in fair value of derivative liability	0	1,197
Total other expenses	(1,497)	(33,664)
Net loss before provision for income taxes	(172,587)	(1,489,049)
Provision for income taxes	0	0
Net (loss)	$ (172,587)	$ (1,489,049)
Basic and diluted (loss) per share	$ (0.01)	$ (0.06)
Average number of common shares outstanding - basic and diluted	15,980,428	25,662,339

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 04, 2018	$ 0	$ 0	$ 0	$ 0
Shares, Outstanding, Beginning Balance at Mar. 04, 2018	0
Common stock issued to founders	$ 15,850	(15,850)	0	0
Stock Issued During Period, Shares, Other	15,850,202
Common stock issued for cash	$ 351	21,149	0	$ 21,500
Stock Issued During Period, Shares, New Issues	351,309			351,309
Common stock issued for services	$ 1,038	62,462	0	$ 63,500
Stock Issued During Period, Shares, Issued for Services	1,037,582
Net loss	$ 0	0	(172,587)	(172,587)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018	$ 17,239	67,761	(172,587)	(87,587)
Shares, Outstanding, Ending Balance at Jun. 30, 2018	17,239,093
Common stock issued for cash	$ 11,486	724,052	0	$ 735,538
Stock Issued During Period, Shares, New Issues	11,486,102			11,486,102
Common stock issued for services	$ 334	20,136	0	$ 20,470
Stock Issued During Period, Shares, Issued for Services	334,479
Net loss	$ 0	0	(1,489,049)	(1,489,049)
Common stock issued to employees	$ 90,000	984,221	0	1,074,221
Stock Issued During Period, Shares, Employee Stock Purchase Plans	90,000,000
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019	$ 119,059	$ 1,796,170	$ (1,661,636)	$ 253,593
Shares, Outstanding, Ending Balance at Jun. 30, 2019	119,059,674

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (172,587)	$ (1,489,049)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Issuance of common stock for services	63,500	20,470
Issuance of common stock to employee	0	1,074,221
Issuance of notes payable for services	73,000	0
Loss from equity method investment	0	21,023
Common stock payable	0	80,416
Noncash interest expense		8,645
Change in fair value of derivative liability	0	(1,197)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(10,000)	10,000
Accounts payable and accrued expenses	36,077	58,779
Net cash (used) in operating activities	(10,010)	(216,692)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for investment	0	(317,716)
Net cash (used) in investing activities	0	(317,716)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	0	10,000
Payment on notes payable	0	(156,966)
Proceeds from issuance of common stock	21,500	735,538
Net cash provided in financing activities	21,500	588,572
Net increase in cash and cash equivalents	11,490	54,164
Cash and cash equivalents, beginning of period	0	11,490
Cash and cash equivalents, end of period	11,490	65,654
SUPPLEMENTAL NON-CASH DISCLOSURE:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Vendors paid by officer	$ 9,580	$ 0

1. ORGANIZATION AND SUMMARY OF

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jun. 30, 2019
Notes
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. 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. 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 consolidated financial statements 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. There was no interest or penalties for the period from March 5, 2018 (inception) to June 30, 2019. 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 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. 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, 2019 and 2018. Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 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. Equity Method Investments We originally accounted for our ownership in Smartrade Exchange Services, Inc (“Smartrade”) using the equity method of accounting during the quarter ended March 31, 2019. In prior periods, the investment was accounted for under the cost method. The equity method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the balance sheet and is periodically adjusted for capital contributions, dividends received and the company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the statements of operations. The Company’s effective ownership in Smartrade was 25% and 4.66% at June 30, 2019 and June 30, 2018, see Note 2. Derivative Liability FASB ASC 815, Derivatives and Hedging Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, "Financial Instruments Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-01 did not have a material impact to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases

2. INVESTMENT IN SMARTRADE EXCH

2. INVESTMENT IN SMARTRADE EXCHANGE SERVICES, INC.	12 Months Ended
	Jun. 30, 2019
Notes
2. INVESTMENT IN SMARTRADE EXCHANGE SERVICES, INC.	2. On May 3, 2018, the Company entered into an agreement (“Subscription Agreement”) to purchase 21% of Smartrade Exchange Services, Inc. (“Smartrade”) for $450,000 in various tranches based on defined milestones. Payment shall be made in five installments, each are 45 days apart, over six months beginning on October 15, 2018, as each milestone is completed. On the date the agreement, Smartrade issued 4.66% of its common stock, on a fully diluted basis, to the Company. In exchange, the Company paid the first installment to Smartrade of $100,000 on October 16, 2018. On September 4, On March 5, 2019, the Company amended the Subscription Agreement that changed the final two payments. In accordance with the terms of the amendment, on March 6, 2019, the Company paid $32,000 for 7.02% and the remaining $118,000 will be paid in agreed upon monthly payments. This payment brought the total equity position in Smartrade to 25%. Accordingly, at March 5, 2019, the Company changed its method of accounting the investment in Smartrade to the equity method.

3. NOTES PAYABLE

3. NOTES PAYABLE	12 Months Ended
	Jun. 30, 2019
Notes
3. NOTES PAYABLE	3. In March 2018, the Company engaged GHS Investments, LLC (“GHS”) to provide funding. GHS paid expenses on behalf of the Company and charged a commitment fee in the form of promissory notes. The notes carry an 8% annual interest rate that mature through January 14, 2019 and the balance of notes payable was $84,000 and $73,000 at June 30, 2019 and 2018, respectively. Interest expense accrued during the year ending June 30, 2019 and 2018 was $7,690 and $1,497, respectively. One of the GHS notes contain an embedded derivative, see Note 8.

4. RELATED PARTY TRANSACTIONS

4. RELATED PARTY TRANSACTIONS	12 Months Ended
	Jun. 30, 2019
Notes
4. RELATED PARTY TRANSACTIONS	4. 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 at June 30, 2019 and 2018 was $9,580. There are no definitive repayment terms and no interest is accruing on these advances. Due to Smartrade At June 30, 2019 and 2018, the Company had a balance payable totaling $61,034 and $100,000, respectively, for the purchase of investment in Smartrade (See Note 2).

5. CONCENTRATIONS

5. CONCENTRATIONS	12 Months Ended
	Jun. 30, 2019
Notes
5. CONCENTRATIONS	5. Cash Concentration The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. At June 30, 2019, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.

6. COMMITMENTS AND CONTINGENCIE

6. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Jun. 30, 2019
Notes
6. COMMITMENTS AND CONTINGENCIES	6. 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, 2019. 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. Common Stock Payable As of June 30, 2019, the Company owes a vendor $80,416 worth of common stock for services rendered.

7. SHAREHOLDERS' EQUITY (DEFICI

7. SHAREHOLDERS' EQUITY (DEFICIT)	12 Months Ended
	Jun. 30, 2019
Notes
7. SHAREHOLDERS' EQUITY (DEFICIT)	7. Common Stock As of June 30, 2019, and 2018, there were 119,059,674 and 17,239,093 shares of common stock issued and outstanding, respectively. During the year ended June 30, 2019, the Company issued 11,486,102 shares of common stock pursuant to subscription agreements between $0.049 and $0.10 per share, or $735,538. During the year ended June 30, 2018, the Company issued 351,309 shares of common stock pursuant to subscription agreements at $0.0612 per share, or $21,500. During the year ended June 30, 2019, the Company issued 334,479 shares of common stock to consultants for services valued between $0.0612 and $0.0625 per share, or $20,470. During the year ended June 30, 2018, the Company issued 1,037,582 shares of common stock to consultants for services valued at $0.0612 per share, or $63,500. 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 year ended June 30, 2019 and 2018, $1,074,221 and $0 of stock compensation was recognized, respectively. The Company determined fair value of its shares of common stock based on the price at which the Company was selling its shares of common stock to third party investors.

8. CONVERTIBLE DEBT AND DERIVAT

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY	12 Months Ended
	Jun. 30, 2019
Notes
8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY	8. One of the notes issued in March 2018 contains a conversion feature contingent upon the Company listing its stock on an exchange. In May 2019, the Company listed its stock on OTC Markets. As a result, GHS has the option to convert the note into common stock of the Company with a conversion price of thirty eight percent (38%) discount off of the lowest intra-day trading price for the Company’s common stock during the Twenty (20) trading days immediately preceding a conversion date. The Company recognized a derivative liability which it valued using the Black-Scholes-Merton model. Fair value measured at June 31, 2019 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2019 Derivative liability – convertible note $ - $ - $ 19,824 $ 19,824 Total $ - $ - $ 19,824 $ 19,824 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 year ended June 30, 2019. As of June 30, 2019, the Company recorded a change in fair value of derivative liability of $1,197. The following table presents changes in Level 3 liabilities measured at fair value for the year ended June 30, 2019: Derivative Liability Balance – July 1, 2018 $ - Liabilities 21,021 Change in fair value of warrant liability (1,197) Balance – June 30, 2019 $ 19,824 The balance of the derivative liability at June 30, 2019 and 2018 was $19,824 and $0, respectively.

9. INCOME TAXES

9. INCOME TAXES	12 Months Ended
	Jun. 30, 2019
Notes
9. INCOME TAXES	9. The Company files corporate income tax returns in the United States (federal) and in California. Since the Company incurred net operating losses in every tax year since inception, the 2018 and 2019 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. The Company has not yet filed any tax returns. As of June 30, 2019, the Company had federal and state net operating loss carry forwards of $154,200. Net operating losses generated since inception amounting to $154,200, are limited to 80% utilization of current year income and no longer have an expiration. State net operating loss carryforwards will begin to expire in 2028 through 2029. 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. On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”), was signed into law by President Trump. The Company was incorporated in 2018 after the enactment of the Act. The Act includes a number of provisions, including the lowering of the U.S. corporate tax rate from 34 percent to 21 percent, effective January 1, 2018 and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations. 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, 2019 2018 Deferred tax assets Net operating loss carryforward $ 43,200 $ 10,500 Start-up costs 115,600 37,700 Valuation allowance (158,800) (48,200) Net deferred tax assets $ - $ - Reconciliation of the statutory federal income tax to the Company's effective tax: Years Ended June 30, 2019 2018 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 6.98 % 6.98 % Valuation allowance (27.98) % (27.98) % Provision for income taxes - % - %

10. SUBSEQUENT EVENTS

10. SUBSEQUENT EVENTS	12 Months Ended
	Jun. 30, 2019
Notes
10. SUBSEQUENT EVENTS	10. On July 3, 2019, the Company entered into a $250,000 convertible promissory note (the “Note”) with a lender (the “Lender”). The Lender shall fund the 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 Note contains a conversion feature with a variable conversion price. On July 24, 2019, Don Savant, Tracy Gray, and Sid Ganis were elected as members of the Company’s Board of Directors. On August 1, 2019, the Company issued 750,000 shares to them in exchange for their service on the board. On August 1, 2019, the Company issued 900,000 shares as compensation to vendors in exchange for $90,000 of services.

1. ORGANIZATION AND SUMMARY O_2

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Jun. 30, 2019
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. 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. 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 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	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	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 consolidated financial statements 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. There was no interest or penalties for the period from March 5, 2018 (inception) to June 30, 2019. 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 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.
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.
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, 2019 and 2018.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Level 2 Level 3 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.
Equity Method Investments	Equity Method Investments We originally accounted for our ownership in Smartrade Exchange Services, Inc (“Smartrade”) using the equity method of accounting during the quarter ended March 31, 2019. In prior periods, the investment was accounted for under the cost method. The equity method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the balance sheet and is periodically adjusted for capital contributions, dividends received and the company’s share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the statements of operations. The Company’s effective ownership in Smartrade was 25% and 4.66% at June 30, 2019 and June 30, 2018, see Note 2.
Derivative Liability	Derivative Liability FASB ASC 815, Derivatives and Hedging
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, "Financial Instruments Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-01 did not have a material impact to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases

8. CONVERTIBLE DEBT AND DERIV_2

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY (Tables)	12 Months Ended
	Jun. 30, 2019
Tables/Schedules
Schedule of valuation methodology	Year Ended June 30, 2019 Stock price $ 0.10 Exercise price $ 0.062 Contractual term (in years) 0.45 Volatility (annual) 257.5% - 260.2% Risk-free rate 2.09% – 2.41 %
Schedule of Fair Value on a Recurring Basis	Fair value measured at June 31, 2019 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value at (Level 1) (Level 2) (Level 3) June 30, 2019 Derivative liability – convertible note $ - $ - $ 19,824 $ 19,824 Total $ - $ - $ 19,824 $ 19,824
Schedule of changes in Level 3 liabilities	The following table presents changes in Level 3 liabilities measured at fair value for the year ended June 30, 2019: Derivative Liability Balance – July 1, 2018 $ - Liabilities 21,021 Change in fair value of warrant liability (1,197) Balance – June 30, 2019 $ 19,824

9. INCOME TAXES (Tables)

9. INCOME TAXES (Tables)	12 Months Ended
	Jun. 30, 2019
Tables/Schedules
Schedule of Deferred income taxes	Year Ended June 30, 2019 2018 Deferred tax assets Net operating loss carryforward $ 43,200 $ 10,500 Start-up costs 115,600 37,700 Valuation allowance (158,800) (48,200) Net deferred tax assets $ - $ - Reconciliation of the statutory federal income tax to the Company's effective tax: Years Ended June 30, 2019 2018 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 6.98 % 6.98 % Valuation allowance (27.98) % (27.98) % Provision for income taxes - % - %
Schedule of tax reconciliation	Reconciliation of the statutory federal income tax to the Company's effective tax: Years Ended June 30, 2019 2018 % % Statutory federal tax rate 21.00 % 21.00 % State taxes, net of federal benefit 6.98 % 6.98 % Valuation allowance (27.98) % (27.98) % Provision for income taxes - % - %

1. ORGANIZATION AND SUMMARY O_3

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization (Details)	12 Months Ended
	Jun. 30, 2019
Entity Incorporation, Date of Incorporation	Mar. 5, 2018
APP SPV, LLC
Entity Incorporation, Date of Incorporation	Apr. 9, 2019
B2BCHX SPV LLC
Entity Incorporation, Date of Incorporation	Jun. 5, 2019

1. ORGANIZATION AND SUMMARY O_4

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Net Loss per Share (Details)	12 Months Ended
	Jun. 30, 2019shares
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0

1. ORGANIZATION AND SUMMARY O_5

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Equity Method Investments (Details) - Smartrade	12 Months Ended
	Jun. 30, 2019
Equity Method Investment, Additional Information	We originally accounted for our ownership in Smartrade Exchange Services, Inc (“Smartrade”) using the equity method of accounting during the quarter ended March 31, 2019.
Equity Method Investment, Description of Principal Activities	The Company’s effective ownership in Smartrade was 25% and 4.66% at June 30, 2019 and June 30, 2018

2. INVESTMENT IN SMARTRADE EX_2

2. INVESTMENT IN SMARTRADE EXCHANGE SERVICES, INC. (Details) - USD ($)	Mar. 05, 2019	Jan. 18, 2019	Dec. 07, 2018	Oct. 18, 2018	Oct. 16, 2018	Sep. 04, 2018	May 03, 2018	Mar. 06, 2019	Oct. 15, 2018
Equity Method Investment, Ownership Percentage								25.00%
Smartrade
Equity Method Investment, Ownership Percentage	7.02%	4.66%	4.66%			3.00%	21.00%		4.66%
Payments to Acquire Long-term Investments	$ 32,000	$ 100,000	$ 100,000		$ 100,000	$ 64,286	$ 450,000
Long-term Purchase Commitment, Description				On October 18, 2018, the Company entered into an agreement to purchase an additional 1% of Smartrade’s common stock for $21,429 and receive a royalty of 2.5% of gross revenues of Smartrade to be distributed on a quarterly basis.
Loans Payable, Noncurrent	$ 118,000

3. NOTES PAYABLE (Details)

3. NOTES PAYABLE (Details) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2019
Interest Expense, Debt	$ 1,497	$ 13,838
GHS Investments, LLC
Debt Instrument, Interest Rate, Stated Percentage		8.00%
Debt Instrument, Maturity Date		Jan. 14, 2019
Long-term Debt, Gross	73,000	$ 84,000
Interest Expense, Debt	$ 1,497	$ 7,690

4. RELATED PARTY TRANSACTIONS (

4. RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Due to officer	$ 9,580	$ 9,580
Smartrade
Due to officer	61,034	100,000
Officer
Due to officer	$ 9,580	$ 9,580

6. COMMITMENTS AND CONTINGENC_2

6. COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Common stock payable	$ 80,416	$ 0
GHS Investments, LLC
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.

7. SHAREHOLDERS' EQUITY (DEFI_2

7. SHAREHOLDERS' EQUITY (DEFICIT) (Details) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2019
Common Stock, Shares, Outstanding	17,239,093	119,059,674
Stock Issued During Period, Shares, New Issues	351,309	11,486,102
Common stock issued for cash	$ 21,500	$ 735,538
Common stock issued for services	63,500	20,470
Share-based Payment Arrangement, Expensed and Capitalized, Amount	$ 0	$ 1,074,221
Consultants
Stock Issued During Period, Shares, Issued for Services	1,037,582	334,479
Common stock issued for services	$ 63,500	$ 20,470
Chief Executive Officer
Stock Issued During Period, Shares, Issued for Services		90,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights		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.
min
Shares Issued, Price Per Share		$ 0.049
min | Consultants
Shares Issued, Price Per Share		0.0612
max
Shares Issued, Price Per Share	$ 0.0612	0.10
max | Consultants
Shares Issued, Price Per Share	$ 0.0612	$ 0.0625

8. CONVERTIBLE DEBT AND DERIV_3

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY (Details)	12 Months Ended
	Jun. 30, 2019
Details
Debt Instrument, Convertible, Terms of Conversion Feature	GHS has the option to convert the note into common stock of the Company with a conversion price of thirty eight percent (38%) discount off of the lowest intra-day trading price for the Company’s common stock during the Twenty (20) trading days immediately preceding a conversion date.

8. CONVERTIBLE DEBT AND DERIV_4

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY: Schedule of valuation methodology (Details)	12 Months Ended
	Jun. 30, 2019$ / shares
Details
Share Price	$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.062
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	5 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	257.50%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	260.20%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	2.09%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	2.41%

8. CONVERTIBLE DEBT AND DERIV_5

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY: Schedule of Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Derivative Liability	$ 19,824	$ 0
Fair Value, Inputs, Level 1
Derivative Liability	0
Fair Value, Inputs, Level 2
Derivative Liability	0
Fair Value, Inputs, Level 3
Derivative Liability	19,824
Convertible Note
Derivative Liability	19,824
Convertible Note | Fair Value, Inputs, Level 1
Derivative Liability	0
Convertible Note | Fair Value, Inputs, Level 2
Derivative Liability	0
Convertible Note | Fair Value, Inputs, Level 3
Derivative Liability	$ 19,824

8. CONVERTIBLE DEBT AND DERIV_6

8. CONVERTIBLE DEBT AND DERIVATIVE LIABILITY: Schedule of changes in Level 3 liabilities (Details) - USD ($)	4 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2019
Details
Derivative Liability	$ 0	$ 19,824
Derivative Liability, Noncurrent	21,021
Change in fair value of derivative liability	$ 0	$ (1,197)

9. INCOME TAXES (Details)

9. INCOME TAXES (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019
Operating Loss Carryforwards	$ 154,200		$ 154,200
Operating Loss Carryforwards, Limitations on Use			Net operating losses generated since inception amounting to $154,200, are limited to 80% utilization of current year income and no longer have an expiration. State net operating loss carryforwards will begin to expire in 2028 through 2029.
Statutory federal tax rate	21.00%	21.00%
prior
Statutory federal tax rate			34.00%
post
Statutory federal tax rate			21.00%

9. INCOME TAXES_ Schedule of De

9. INCOME TAXES: Schedule of Deferred income taxes (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Deferred tax assets
Net operating loss carryforward	$ 43,200	$ 10,500
Start-up costs	115,600	37,700
Valuation allowance	(158,800)	(48,200)
Net deferred tax assets	$ 0	$ 0

9. INCOME TAXES_ Schedule of ta

9. INCOME TAXES: Schedule of tax reconciliation (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2019
Details
Statutory federal tax rate	21.00%	21.00%
State taxes, net of federal benefit	6.98%	6.98%
Valuation allowance	$ (27.98)	$ (27.98)
Provision for income taxes	$ 0	$ 0	$ 0	$ 0

10. SUBSEQUENT EVENTS (Details)

10. SUBSEQUENT EVENTS (Details) - USD ($)	Aug. 01, 2019	Jul. 24, 2019	Jul. 03, 2019	Jun. 30, 2018	Jun. 30, 2019
Common stock issued for services				$ 63,500	$ 20,470
Subsequent Event
Debt Instrument, Face Amount			$ 250,000
Debt Instrument, Description			The Lender shall fund the 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
Debt Instrument, Interest Rate, Stated Percentage			12.00%
Stock Issued During Period, Shares, Issued for Services	900,000
Common stock issued for services	$ 90,000
Subsequent Event | Board of Directors
Stock Issued During Period, Shares, Issued for Services		750,000