United States securities and exchange commission logo
June 3, 2021
Matt Reid
Principal Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re: APPlife Digital
Solutions Inc
Registration
Statement on Form S-1
Filed May 21, 2021
File No. 333-256386
Dear Mr. Reid:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed May 21, 2021
General
1. It appears that you are
offering common stock on a continuous basis under Rule
415(a)(1)(ix) of
Regulation C. Disclosure in the filing regarding the price at which you
will offer the common
stock is unclear. For example, you provide an anticipated price
range per share on the
prospectus cover page; you include blanks for a fixed price per
share on pages 6 and
15; and you refer to an assumed initial offering price on page 15.
Since you are not
eligible to conduct an at-the-market offering in reliance on Rule
415(a)(1)(x), please
revise to include a fixed price at which you will offer the shares for
the duration of the
offering.
Matt Reid
FirstName LastNameMatt Reid
APPlife Digital Solutions Inc
Comapany
June 3, 2021NameAPPlife Digital Solutions Inc
June 3,
Page 2 2021 Page 2
FirstName LastName
Executive Compensation, page 26
2. Disclosure on pages 10 and 26 refers to Matt Reid as your sole officer
and director, but
your management disclosure on page 24 identifies another officer and
four other directors
of the company. Please revise as necessary to reconcile these
inconsistencies, and confirm
that disclosures throughout your filing, including in the Executive
Compensation and
Related Party Transactions sections, cover all applicable executive
officers and directors.
Signatures, page 34
3. We note from your management disclosure on page 24 that Mr. Reid
serves as your Chief
Financial Officer. Accordingly, please revise his signature to the
registration statement in
his individual capacity to reflect that he is signing as your
principal financial officer. See
Instructions 1 and 2 to the Signatures section of Form S-1.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan
Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Chase Chandler