UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended

June 30, ~~2024~~2025

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 000-54524

APPLIFE DIGITAL SOLUTIONS, INC.

(Name of small business issuer in its charter)

Nevada		3082-~~0678378~~4868628
(State of incorporation)		(I.R.S. Employer Identification No.)

50701 ~~California~~Anacapa StStreet, ~~#1500~~Suite C

~~San~~Santa ~~Francisco~~Barbara, CA ~~94111~~ 93101

(Address of principal executive offices)

1 (~~415~~805) ~~439~~500-~~5260~~3205

(Registrant's telephone number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the most recently completed second fiscal quarter was approximately $787,177.

As of October 913, ~~2024~~2025, a total of ~~160~~2,~~893~~000,~~635~~000,000 shares of our common stock were outstanding.

APPLIFE DIGITAL SOLUTIONS, INC.

INDEX TO ANNUAL REPORT ON FORM 10-K

PART I 4 ITEM 1. Business 4 ITEM 1A. Risk Factors 6 ITEM 2. Properties 6 ITEM 3. Legal Proceedings 7 ITEM 4. Mine Safety Disclosure 7 PART II 7 ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 ITEM 6. Selected Financial Data 7 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 14 ITEM 8. Financial Statements 14 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 15 PART III 16 ITEM 10. Directors, Executive Officers and Corporate Governance 16 ITEM 11. Executive Compensation 18 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 18 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 19 ITEM 14. Principal Accountant Fees and Services 19 PART IV 20 ITEM 15. Exhibits, Financial Statement Schedules. 20 SIGNATURES 20

PART I	4
ITEM 1. Business	4
ITEM 1A. Risk Factors	5
ITEM 1B. Unresolved Staff Comments	5
ITEM 1C. Cybersecurity	5
ITEM 2. Properties	6
ITEM 3. Legal Proceedings	6
ITEM 4. Mine Safety Disclosure	6

PART II	7
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
ITEM 6. Selected Financial Data	7
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk	12
ITEM 8. Financial Statements	13
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15

PART III	17
ITEM 10. Directors, Executive Officers and Corporate Governance	17
ITEM 11. Executive Compensation	19
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
ITEM 13. Certain Relationships and Related Transactions, and Director Independence	20
ITEM 14. Principal Accountant Fees and Services	20

PART IV	21
ITEM 15. Exhibits, Financial Statement Schedules.	21
SIGNATURES	22

FORWARD LOOKING INFORMATION

MAY PROVE INACCURATE

THIS ANNUAL REPORT ON FORM 10-K CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US THAT ARE BASED ON THE BELIEFS OF MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “SHOULD,” “PLAN,” AND “EXPECT” AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED, PLANNED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

PART I

ITEM 1. Business

Nature of Operations and Going Concern

APPlife Digital Solutions, Inc. (the “Company” or “Applife”) was formed March 5, 2018, in Nevada. ~~and~~The ~~has~~Company’s ~~offices~~main inoperating ~~San Francisco~~subsidiary, ~~California~~Sugar ~~and~~Auto ~~Shanghai~~Parts, ~~China~~Inc. ~~Our~~ ~~office in San Francisco~~(“SAP”), ~~California~~was ~~allows~~formed uson toJanuary ~~take~~6, ~~advantage~~2025, ~~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~~Nevada ~~concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe~~corporation. ~~The~~ ~~Company’s~~SAP ~~mission~~ is ~~using~~headquartered ~~digital~~at ~~technology~~701 toAnacapa ~~create~~St, ~~APPs~~Suite ~~and websites that make life~~C, ~~business~~Santa ~~and living easier~~Barbara, ~~more~~CA ~~efficient and just smarter~~93101.

WeOn ~~are~~April 30, 2025, SAP executed a ~~development~~Bill ~~stage~~of ~~company~~Sale with aAP4L ~~limited~~ABC, ~~operating~~LLC. ~~history~~(AP4L) to acquire substantially all of AP4L’s assets. Under the agreement, ~~operations~~SAP purchased all intellectual property and general intangible assets, including domain names, the AP4L website and ~~revenues~~related rights, and wecertain ~~will~~supplier ~~need~~relationships tothat ~~raise~~could ~~capital~~be tore-established ~~implement~~or ~~our~~renegotiated. The ~~planned~~Company ~~operations~~operates primarily as an aftermarket automotive parts ecommerce business, specializing in online sales of suspension lift systems and related automotive accessories through its ecommerce platform. IfSAP weleverages ~~are~~its ~~unable~~digital presence to doserve socustomers across the United States, anoffering ~~entire~~a ~~investment~~wide inselection ~~our~~of ~~stock~~products ~~could~~for beJeep, ~~lost~~truck, and SUV owners.

The Company ~~anticipates~~is ~~that it would need~~ a ~~minimum~~development ofstage ~~approximately~~company ~~$1,500,000~~with ~~over the next 12 months to continue as~~ a ~~going~~limited ~~concern~~operating ~~and~~history, ~~bring~~operations, ~~the Company’s ecommerce~~ and~~/or~~ ~~cloud-based~~revenues ~~businesses to market~~ and ~~generate revenue within that time frame. Specifically, in order for the Company to fully implement its plans to create apps and spend the necessary marketing expenditures for them we~~ will need: (1) $750,000 for marketing expenses, (2) $500,000 for general administration and overhead expenses, (3) $180,000 for legal and accounting expenses, and (3) $70,000 for developers and engineers and app and server maintenance expenses. If we are not able to raise ~~enough~~capital ~~funds, we may be forced~~ to ~~look~~implement ~~for capital through debt or equity, which would dilute~~ our ~~common~~planned ~~stockholders~~operations.

Reverse Merger Transaction

On May 1, 2025, the Company entered into a definitive agreement to acquire SAP, with the transaction structured as a reverse merger. Following the Closing of the reverse merger on June 13, 2025, SAP became the operating entity of the combined company, with APPlife continuing as the registrant and reporting company. The transaction did not involve the transfer of employees, but SAP did engage a prior AP4L consultant to support ongoing business operations.

Products

As of the period from inception, through today’s date, we have generated limited revenue and incurred expenses and operating losses, as part of our developmental stage activities in ~~developing~~building ~~three~~our ~~apps,~~ecommerce ~~B2BCHX,~~platform ~~ROOSTER~~ and ~~Office~~Sugar ~~Hop. B2BCHX~~Auto isParts ~~our~~marketplace. ~~first~~Our ~~fully~~auto ~~developed~~parts ~~app/mobile~~ecommerce ~~website~~platform ~~that~~is ~~was~~our ~~available~~primary ~~in iTunes App Store and Google Play and a formerly functioning~~ ecommerce website~~. B2BCHX~~, ~~allows~~offering ~~business~~a ~~owners~~comprehensive ~~around~~catalog ~~the~~of ~~world~~suspension tolift ~~order~~kits ~~three~~and ~~levels~~related ofaccessories ~~background~~for ~~checks~~Jeep, ontruck, ~~Chinese~~and ~~companies~~SUV ~~to prevent fraudulent business transactions~~owners. The ~~retail~~platform ~~price~~allows ~~for~~customers ~~each~~to ~~report~~browse, ~~is $79~~compare, ~~$399~~ and ~~$1,299.~~purchase ~~The~~products ~~model~~online, iswith ~~not~~a ~~currently~~focus ~~marketing~~on ~~for~~providing ~~new~~quality ~~customers~~aftermarket asparts ~~the~~and ~~laws~~a inuser-friendly ~~China~~shopping ~~that~~experience. ~~allowed~~Our ~~the~~sources ~~attorney~~of ~~partnership,~~revenue weare ~~have~~expected ~~in place~~ to ~~record~~come ~~information~~from ~~about~~product ~~Chinese~~purchases ~~companies~~ and, ~~distribute~~in ~~overseas~~the future, ~~has~~may ~~been~~include ~~suspended~~advertising ~~temporarily~~and sponsorships.

ROOSTER ESSENTIALS ecommerce website, mobile website. After creating a reactive mobile web-based platform, the value of the apps for this model disappeared and we cut o our losses quickly by removing the apps. The website developed and launched BETA operations in the third quarter of fiscal year 2020 and launched its full commercial operations in the second quarter of 2022. ROOSTER ESSENTIALS is an online men’s grooming supply store, and it allows men to fully customize which products they receive and set up an auto-delivery schedule for each product for automatic recurring delivery. ROOSTER ESSENTIALS currently carries over 200 products from over 80 brands. We anticipate the sources of revenue will come from product purchases, advertising, and sponsorships.

OFFICE HOP entered beta testing in the fourth quarter of 2021 and is now fully functional as of January 2022. We believe OFFICE HOP fits perfectly into the needs of the post Covid working world, where short-term offices and meeting rooms will be in high demand. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Those offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. We will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. The revenue is expected to come from the 10-15% service fee charged to Users for finding and making a transaction with one of our listed properties. The platform is global. We will begin operations in North America and Europe and then

eventually operate in South America and Asia. This launch was delayed due to capital needs, but the model is operational and can be taken to market quickly upon financing from our effective equity line of credit.

Global Hemp Services LLC is a low risk and low-cost participation in the fast-growing Hemp and CBD market space. We have licensed out our fully functional ecommerce platform in exchange for a 15% equity position and 2.5% revenue share, with exclusive rights to purchase an additional 36% of the equity (for a total of 51%) upon reaching revenue benchmarks. Global Hemp Services LLC distributes Hemp and CBD products globally, including Hemp based building materials, textiles, plastics, paper, personal care items and various CBD products. They will distribute wholesale to shops and stores and retail directly to consumers. The model is starting to form a marketplace and as the interest in Hemp and Hemp products escalates, the website is seeing more activity. We expect good things in the fiscal year 2024 from GHS.

Lollipop NFT will have a new name and will now be known as Valida. We have changed the model initially presented for Lollipop. Formerly an online marketplace, consignment store, creator platform, and wallet, it is now intended to be what we call a super wallet. It is non-custodial and will be able to be connected through API directly to various marketplaces of the user’s choice. We will focus on storing and sharing of NFTs that represent practical use. For example, we will focus on Driver’s licenses, Diplomas, Real Estate escrow documents and title. The storage and ability to reference these valuable NFT documents as well as collections of NFT for storage will be available as the core model. The wallet will be a digital wallet, with cold storage for security. Once completed the system code will be audited by a third-party auditor and there will be multiple security daemons to monitor account login and asset transfers to protect the user. We have completed the design and preliminary development phase of this project, but have not yet begun writing the code. We plan to use the Polygon blockchain to create the wallet and have also lined up tech support with Polygon. We anticipate having a cold wallet system that allows the users to transfer between storage and active modes and plan to include 2FA, fingerprint and/or facial recognition technology. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers and withdrawals, however we may be liable for any cybersecurity breach resulting in the loss of customer assets. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers and withdrawals. The main focus of our user base will be practical use NFTs. We believe this is the future best use scenario for NFTs. This is what we believe will set us apart from those systems designed to buy and sell digital art and items that may be considered securities. We expect users to store their important documents and certifications in files. An example is we will allow universities to bulk upload diplomas into the system that will be an image of the certificate with the graduate’s name in place. The Meta Data will show in a border area that discloses the name of the University, the degree, date of issue and an official University stamp. The User will have the option of receiving the NFT version by registering and then using a code provided by the school to download the diploma NFT into the wallet. This would also apply to Driver’s licenses issued by State DMVs, Real Estate Broker licenses, Wills and other important legal documents, Escrow or Title paperwork. We are not intending on blocking people from storing other types of NFTs, but our format and storage UI is not appealing to those collecting digital art. Our interface will resemble a windows filing system. It is tailored to cater to file storage for the practical use type.

Our DRINX project is in early stage of development, and we believe the beta version will be ready by the fourth quarter of fiscal year 2024. DRINX app allows anyone to purchase a virtual drink ticket anywhere and at any time for friends and colleagues. We anticipate the sources of revenue will come from advertising and sponsorships from alcohol companies promoting products on the app, user fee of $0.99 to send each drink and discounts provided by the bars and restaurants for purchases made by the app.

Competition

~~Although~~We ~~there~~directly ~~are~~compete ~~countless~~for ~~app~~buyers ~~and~~to ~~website~~use ~~developers~~our ~~and~~web ~~companies~~sites ~~out there, we believe we have advantages~~ over ~~competitors. First~~current ~~our~~ecommerce ~~dual~~sites ~~location~~as ofwell ~~offices. Our~~as ~~business,~~sellers management and marketing based in the U.S and our development team is located in Shanghai. Our creative team works in both places. Access to talent at a much more reasonable cost in Shanghai allows flexibility and that ~~allows~~utilize ~~creativity~~major tomarketplaces besuch ~~explored~~as ~~more~~Amazon ~~freely~~ and ~~makes completing projects with new or unique features much more likely~~eBay. ~~We can also finish faster and for less money and then focus dollars on marketing and obtaining customers. Second~~ However, ~~our~~we ~~planned~~believe ~~access to investment capital and filing to trade as a public company will allow us to not only build and develop~~ our ~~own~~specialty ~~concepts~~ecommerce ~~and~~website ~~ideas~~offers ~~like~~substantial ~~any~~value-added ~~other~~content ~~app~~including ~~development~~installation ~~company~~guides, ~~but~~install wevideos, ~~will~~high ~~also~~impact bephotos, ~~able~~order tocustomization ~~explore opportunities to invest in~~ and ~~participate~~live inchat ~~the~~with ~~growth~~a technical expert.

5Additionally, we believe that our automotive parts marketplace Sugar Auto Parts, with no known large challengers presently in the space outside of “all things to all people” online marketplaces like Amazon and eBay, has the opportunity to quickly be branded when launched as the auto part’s industry premier marketplace just as sites like Etsy, Wayfair, Uber and Chewy have been able to successfully do in their industries.

~~and development of other companies that are not our own in-house projects, which will hopefully give us the advantage of accelerated growth.~~4

Marketing Strategy

Our marketing strategy is carefully built and tailored for ~~each of~~ our ~~individual~~ecommerce ~~projects~~platform. ~~Multiple~~We ~~projects~~focus inon ~~varying~~digital ~~industries~~advertising, ~~allows~~search usengine optimization, and targeted promotions aimed at automotive enthusiasts and professional installers. Our goal is to ~~cast~~differentiate aourselves ~~wide~~through ~~net~~product inspecialization, ~~attracting~~competitive ~~customers~~pricing, ~~from~~and ~~different~~customer ~~marketplaces~~service, ~~globally~~although limited financial resources have constrained marketing efforts and impacted growth.

Our completed project B2BCHX will be marketed as an anti-fraud or fraud prevention service when doing business with a Chinese company. The Company believes that globally, clients of Chinese businesses have no way to verify information or do a background check in a cost-effective way. B2BCHX helps prevent fraud by providing customers with a background check in an inexpensive, easy to read, one-page report. They can use the information for confidence when sending money, to verify what they have been told by the company staff or to try to track down a company that has not fulfilled the obligations to the customer.

The variations on the types of businesses we can develop allows our product to be sold across multiple market spaces. We are not limited to a single market or model.

The strategic partnerships with each of our individual in house projects are invaluable. For our Drinx app, which we plan to launch its Alpha version in the fall of 2023, Beta by winter 2024, and commercial launch in Spring 2024, we have collaborated with a well-known, long term New York City restaurateur and club owner, Lesly Bernard. His knowledge and market experience will allow New York City to be our base city in the Drinx service and expand from there. Bernard will consult and advise on the development of the look and feel of the app and will participate in the launch of the app in each city. He will lead project management and will be active in the marketing of the service. In exchange for his time and efforts, Bernard has agreed to take a minority equity position in the Drinx app. We are negotiating to bring in additional brand ambassadors and influencers including Natalia Bruschi.

We have also engaged an IR/PR team to help create marketing campaigns and create editorial content for each of our businesses as we launch. And soon OfficeHop and have paused the marketing campaign for B2BCHX to allow global factory orders to re-establish themselves post pandemic. We are currently in a soft launch of Rooster using with a well-timed and placed marketing campaign and plan to re-ignite the B2BCHX model and launch OfficeHop this fall.

Employees

WeThe ~~currently~~Company ~~have~~operates ~~one~~with ~~full time employee who does have~~ a ~~formal~~streamlined ~~employment~~team ~~agreement~~structure. ~~Matt~~Michael ~~Reid~~Hill iswas ~~technically~~appointed ~~the~~Director ~~only~~and ~~employee~~CEO of ~~the~~SAP ~~Company,~~on ~~and~~March ~~he resides in Shanghai~~12, ~~China~~2025, ~~Matt~~and ~~Reid~~following ~~manage~~ the ~~independent~~acquisition ~~contractor teams~~ of ~~developers~~SAP ~~the~~by ~~Company~~Applife ~~hires.~~on WeJune ~~have~~13, an2025, ~~engaged~~Mr. ~~attorney~~Hill inwas ~~Shanghai~~appointed toCEO ~~help~~and usChairman ~~with~~of the ~~contracts~~Board ~~and~~of ~~negotiations~~Directors ~~with~~for ~~developers and other similar items~~Applife. WeBarrett ~~have~~Evans ~~multiple~~serves ~~independent~~as ~~contractor~~CFO ~~team~~and ~~members~~Director ~~for~~of the Company. ~~that~~The ~~live~~Company ~~and~~does ~~work~~not incurrently ~~the~~have USa ~~who~~large ~~make~~full-time upstaff. ~~our~~Instead, ~~business~~the ~~management~~company ~~and~~relies ~~executive~~on ~~teams. We~~its ~~generate~~executive noleadership ~~revenue~~and ina ~~China.~~network ~~Our~~of independent contractors ~~fill~~and ~~positions~~professional ~~such~~service asproviders ~~Chief~~in ~~Legal~~the ~~Officer,~~United ~~Executive~~States ~~Project~~to ~~Director,~~support ~~Accountant~~its ~~and~~operations, ~~Investor~~business ~~relations~~management, ~~manager~~accounting, and ~~are~~legal ~~all~~needs. ~~located~~All inexecutive ~~New~~and ~~York.~~management ~~Our~~functions ~~Director~~are ofbased ~~Marketing,~~in PRthe ~~agent~~U.S., ~~and~~with ~~multiple~~no ~~lower-level~~employees ~~independent~~or contractors ~~reside~~located ~~and work in California~~internationally. ~~Currently~~The ~~100%~~Company ofgenerates ~~our~~all its revenue ~~comes~~ from anits ecommerce platform ~~servicing~~serving USU.S. customers, and there are no current plans to ~~buy or~~ develop ~~any~~operations ~~new~~outside ~~Chinese~~the ~~based~~United ~~business models~~States.

ITEM 1A. Risk Factors

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

An investment in our common stock involves a high degree of risk. You should carefully consider the following risks and all of the other information contained in this Annual Report before deciding whether to invest in our common stock. If any of the following risks are realized, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. Some statements in this Annual Report, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer, is actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

As one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

	●	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.

	●	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

	●	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-virus and anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

We have not engaged third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

While we have not experienced any cybersecurity threats in the past in the normal course of business, in the future, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

ITEM 2. Properties

We do not own any property, nor do we have any contracts or options to acquire any property in the future. Presently, we are operating out of a small physical location and alternatively, virtual ~~office~~offices. This physical space is adequate for our present and our planned future operations. We currently pay $~~278~~1,500 per month for use of this ~~virtual~~ space. We have no current plans to occupy other or additional office space.

ITEM 3. Legal Proceedings

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

ITEM 4. Mine Safety Disclosure

Not Applicable.

PART II

Market Information

Prices for our common stock are quoted on OTC Markets under the symbol “ALDS.” There were ~~160~~2,~~893~~000,~~635~~000,000 shares of our common stock outstanding as of October 913, ~~2024~~2025.

Security Holders

As of October 913, ~~2024~~2025, there were approximately ~~fifty-nine~~77 ~~(59)~~ record holders of our common stock.

Dividends

We have not paid dividends during the three most recently completed fiscal years and have no current plans to pay dividends on our common stock. We currently intend to retain all earnings, if any, for use in our business.

Recent Sales and Other Issuances of Our Equity Securities

~~None~~On April 25, 2025, the Company’s subsidiary, Sugar Auto Parts, Inc. entered into three securities purchase agreements with investors, pursuant to which the investors entered into notes in the aggregate original principal amount of $810,000 and 40,500,000 Warrants to purchase Common Stock of the Company. On June 13, 2025, the notes converted into 810 shares of Series D Preferred Stock with a stated value of $1,000 per share and convertible into common shares at $0.02 per share, of the parent company, Applife Digital Solutions, Inc.

Just prior to the merger of Applife by SAP, Applife issued 99,106,364 shares of Common Stock of the Company to its respective shareholders bringing the total shares issued to the Applife share-holders of 260,000,000 common shares. On June 13, 2025, the date of the Merger, the Company issued 1,740,000,000 shares of Common Stock of the Company and 2,500 of Series Preferred C Stock as purchase consideration.

On June 13, 2025, the Company completed the transactions contemplated by the Acquisition Agreement (the “Agreement”) entered into with Sugar Auto Parts, Inc., a Nevada corporation (“Sugar”) on April 25, 2025. Pursuant to the Agreement, Company acquired all the equity interests in Sugar in exchange for 1,740,000,000 shares of restricted common stock of the Company. Additionally, just prior to the Merger, the Company issued 4,400 shares of a newly designated class of Series B Preferred Stock to settle existing liabilities. On June 13, 2025, after the Merger, the Company issued an additional 8,455 shares of a Series B Preferred Stock to settle liabilities with a debt holder from the AP4L acquisition.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2025, and is incorporated by reference herein.

ITEM 6. Selected Financial Data

Not Applicable.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our plan of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” beginning on page 18 of this prospectus. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Overview

APPlife Digital Solutions, Inc. (the “Company” or “Applife”) was formed March 5, 2018, in Nevada. ~~and~~The ~~has~~Company’s ~~offices~~main inoperating ~~San Francisco~~subsidiary, ~~California~~Sugar ~~and~~Auto ~~Shanghai~~Parts, ~~China~~Inc. ~~Our~~ ~~office~~(“SAP”) inis ~~San~~a ~~Francisco,~~Nevada ~~California~~corporation ~~allows~~formed uson toJanuary ~~take~~6, ~~advantage~~2025, ofby ~~the~~Mammoth ~~marketing~~Crest ~~opportunities~~Capital, ~~available~~LLC, ina ~~the~~Wyoming ~~United~~corporation ~~States~~that asis ~~well~~50% asowned ~~keeping~~by ~~close~~Michael ~~proximity~~Hill toand ~~sources~~Barrett ofEvans. ~~capital~~The ~~whether~~Company it is ~~debt~~headquartered orat ~~equity~~701 Anacapa St. ~~Our~~, ~~offices~~Suite inC, ~~Shanghai~~Santa Barbara, ~~China~~CA ~~allows~~93101. usSAP tooperates ~~take~~primarily ~~advantage~~as ofan aaftermarket ~~high~~automotive ~~concentration~~parts e-commerce business, specializing in online sales of ~~skilled~~suspension ~~tech~~lift ~~coders~~systems and ~~developers~~related ataccessories ~~lower~~through ~~capital~~its ~~costs~~flagship ~~than~~ecommerce inplatform. ~~more~~The ~~developed~~Company ~~countries~~serves ~~such~~customers asacross the United States, oroffering ~~Europe~~a wide selection of products for Jeep, truck, and SUV owners. ~~The~~

7Reverse Merger with Sugar Auto Parts, Inc.

~~Company’s~~On ~~mission~~June is13, ~~using digital technology to create and invest in eCommerce and Cloud based businesses that make life~~2025, ~~business~~SAP ~~and~~became ~~living~~a ~~easier,~~wholly-owned ~~more~~subsidiary ~~efficient,~~of ~~and just smarter~~Applife.

Plan of Operation

~~Our~~Applife ~~marketing~~operates ~~and~~with ~~business~~a ~~management/~~streamlined executive team ~~operates~~ ~~from~~led ~~both~~by ~~Shanghai~~Michael ~~China,~~Hill ~~New York,~~ and inBarrett ~~San~~Evans, ~~Francisco.~~with ~~Matt~~all ~~Reid~~management ~~is technically the only employee of the Company,~~ and hebusiness ~~resides~~operations based in ~~Shanghai, China, Matt Reid manages~~ the ~~independent~~United ~~contractor teams of developers the Company hires~~States. We ~~have~~rely ~~engaged~~on anits ~~attorney~~executive inleadership ~~Shanghai engaged to help us with the contracts~~ and ~~negotiations~~a ~~with~~network ~~developers~~of ~~and other similar items. We have multiple~~ independent ~~contractor~~contractors ~~team members for the Company that live~~ and ~~work~~professional inservice ~~the~~providers USfor ~~who make up our~~ business management, ~~and~~accounting, ~~executive~~legal, ~~teams. We~~and ~~generate~~investor norelations ~~revenue in China~~functions. ~~Our~~All ~~independent~~executive ~~contractors fill positions such as Chief Legal Officer, Executive Project Director, Accountant~~ and ~~Investor~~management ~~relations~~functions ~~manager and~~ are ~~all~~ located in ~~New~~Nevada ~~York.~~and ~~Our Director of Marketing~~California, PRand ~~agent~~there ~~and~~are ~~multiple~~no ~~lower-level~~employees ~~independent~~or contractors ~~reside~~located ~~and work in California~~internationally. ~~Currently~~We ~~100%~~generate all of our revenue ~~comes~~ from anour ecommerce platform ~~servicing~~serving USU.S. customers. ~~and~~We ~~there~~have ~~are~~ no current plans to ~~buy or~~ develop ~~any~~operations ~~new~~outside ~~Chinese~~the ~~based~~United ~~business models~~States.

WeOur ~~will~~business ~~continue~~model tois ~~explore~~focused ~~new~~on ~~concepts~~expanding ~~and~~our ~~opportunities~~ecommerce tooperations, ~~invest~~strengthening ~~in projects that meet~~ our ~~criteria~~product Weofferings, ~~have incurred expenses~~ and ~~operating~~pursuing ~~losses,~~strategic asacquisitions ~~part~~that ofalign with our ~~activities~~vision infor ~~developing~~growth. ~~e-commerce~~We ~~platforms,~~will ~~B2BCHX,~~continue ~~OFFICEHOP,~~to ~~ROOSTER ESSENTIALS,~~explore ~~Valida~~new ~~and~~opportunities ~~Global~~to ~~Hemp~~invest ~~Service~~in ~~LLC. The~~projects ~~capital~~and wepartnerships ~~raise~~that ~~will~~can goenhance ~~into~~our ~~marketing,~~market ~~acquisitions,~~position and revenue ~~generation~~streams. WeCapital ~~believe~~raised ~~this~~ will ~~take~~be ~~our~~allocated ~~vision~~to ~~forward~~marketing, acquisitions, and torevenue ~~the~~generation ~~next level~~initiatives.

~~The~~We ~~APPlife~~are ~~Digital~~committed ~~Solutions~~to ~~business~~building ~~model~~value isthrough ~~two-fold.~~operational ~~First~~efficiency, istargeted tomarketing, ~~market our current in-house developed projects ecommerce~~ and ~~cloud~~strategic ~~based~~partnerships. ~~business~~We ~~over~~seek ~~the~~acquisition ~~next~~targets ~~year,~~that ~~work~~fit toour ~~add~~vision ~~partnerships~~ and toareas ~~add~~of ~~additional~~interest, ~~in-house~~are ~~developed~~currently ~~projects.~~generating Werevenue ~~plan~~with toroom ~~engage~~for ~~multiple resources such as adding staff~~growth, ~~create partnerships,~~ and ashave ~~capital~~strong ~~becomes~~management ~~available,~~teams tothat ~~market~~will ~~and~~remain ~~grow~~in ~~revenue~~place post-acquisition.

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

Our current projects:

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

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

OFFICE HOP entered beta testing in the fourth quarter of 2021 and is now fully functional. We believe OFFICE HOP fits perfectly into the needs of the post Covid working world, where short-term offices and meeting rooms will be in high demand. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Those offices that have an extra office, shared desk, an empty meeting room or conference room may list the space

and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. We will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. The revenue is expected to come from the 10-15% service fee charged to Users for finding and making a transaction with one of our listed properties. The platform is global. We will begin operations in North America and Europe and then eventually operate in South America and Asia.

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

Our DRINX project is in early stage of development and we believe the beta version will be ready by the second quarter of fiscal year 2024. DRINX app allows anyone to purchase a virtual drink ticket anywhere and at any time for friends and colleagues. We anticipate the sources of revenue will come from advertising and sponsorships from alcohol companies promoting products on the app, user fee of $0.99 to send each drink and discounts provided by the bars and restaurants for purchases made by the app.

Results of Operations

	For the Period from January 6, 2025 to June 30, 2025
Revenue	$315,130
Cost of goods sold	(270,891)
Operating expenses	246,137
Other expenses	(795,865)
Net Loss	(997,763)

Revenue

For the ~~years~~period beginning with inception and ended June 30, ~~2024 and 2023~~2025, we ~~generated~~had revenues of $6315,~~976 and $46,879, respectively~~130. The Company has been in the process of marketing and developing its apps, hiring developers and coders, incurring professional fees for registering its common stock and identifying other apps and partnerships to generate revenues as the Company expands its operations. Costs of sales were $270,891 which were approximately 86% of revenue. Gross margin was $44,239.

Operating Loss

For the ~~years~~period beginning with inception and ended June 30, ~~2024 and 2023~~2025, we had an operating ~~loss~~expenses of $4246,~~956,905 and $3,130,998, respectively~~137. ~~The~~This ~~operating~~ loss was ~~due~~ primarily attributable to ~~stock~~cost ~~compensation~~of togoods ~~the~~sold, ~~CEO~~payments ofto $3contractors,~~920,685,~~ and ~~professional,~~other ~~consulting~~operating ~~and~~expenses, ~~legal~~including ~~fees~~marketing ofand ~~$491,966~~advertising.

Other Income/Expense

For the ~~years~~period beginning with inception and ended June 30, ~~2024 and 2023~~2025, wetotal ~~had~~ other expenses, ~~net~~were of $93195,~~691 and $365,575, respectively~~865. ~~The~~ ~~decrease~~This ~~was~~consisted ~~primarily~~of ~~due~~interest toexpense ~~the~~of $~~147~~803,~~266~~589, ~~gain~~offset ~~on change~~ in ~~the~~part ~~fair~~by ~~value of the derivative liability (Note 8 to the Consolidated Financial Statements) and~~ a ~~$417,526~~ gain on ~~termination~~extinguishment of ~~conversion~~debt ~~feature~~of ~~on debt~~$7,724.

Net loss

We reported a net loss of $5997,~~050,596~~763 ~~and $3,496,573~~ for the ~~years~~year ended June 30, ~~2024 and 2023, respectively~~2025. ~~The net loss for the years ended June 30, 2024 and 2023 included noncash expenses of $4,388,498 and $2,646,230, respectively.~~

Working Capital Deficit

		June 30, 2024		June 30, 2023
Current assets	$	61,691	$	158,264
Current liabilities		2,254,187		1,442,548
Working capital (deficit)	$	(2,192,496)	$	(1,284,284)

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

Going Concern

As reflected in the accompanying consolidated financial statements, the Company has ~~minimal~~ revenue generating operations and has an accumulated deficit of $213,~~925~~621,~~000~~781. ~~and~~In ~~$16~~addition,~~874,404~~ asthere ofis ~~June~~a ~~30,~~working ~~2024~~capital ~~and~~deficiency ~~2023,~~of ~~respectively.~~approximately ~~In addition~~$2,556,084 ~~the~~and ~~Company~~a ~~has~~stockholder’s ~~experienced~~deficiency ~~negative~~of ~~cash~~$811,778 ~~flows~~as ~~from~~of ~~operations~~June ~~since~~30, ~~inception~~2025. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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

Liquidity and Capital Resources

	Year Ended June 30, 2024		Year Ended June 30, 2023
Net Cash Used in Operating Activities	$	(372,225)	$	(677,614)
Net Cash Used in Investing Activities		(100,000)		-
Net Cash Provided by Financing Activities		437,500		546,000
Net Decrease in Cash	$	(34,725)	$	(131,614)

Our cash balance was $111,397 on June 30, 2025. We recorded a net loss of $997,763 for the period from January 6, 2025 to June 30, 2025. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our business operations. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and consolidated financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

Our cash balance was $22,894 on June 30, 2024. We recorded a net loss of $5,050,596 for the year ended June 30, 2024. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our apps and business operations. We anticipate generating revenues with our B2BCHX app, but only minimal revenues for our other apps over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and consolidated financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

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

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

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

·Curtail the development of our ~~apps~~business,

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

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

Working Capital Deficit

		June 30, 2025
Current assets	$	134,733
Current liabilities		2,690,817
Working capital (deficit)	$	(2,556,084)

We anticipate generating losses and, therefore, may be unable to continue operations in the future. We expect to require additional capital, and we will have to issue debt or equity or enter into a strategic arrangement with a third party. The current liabilities of $2,690,817 include $802,589 of warrant liabilities which relate to the convertible notes payable.

Cash Flows

	For the Period from January 6, 2025 to June 30, 2025
Net Cash Used in Operating Activities	$	(159,964)
Net Cash Used in Investing Activities		(185,000)
Net Cash Provided by Financing Activities		456,361
Net Decrease in Cash	$	111,397

Operating Activities

During the ~~year~~period ~~ended~~from January 6, 2025 to June 30, ~~2024~~2025, cash used in the Company’s operating activities amounted to $~~372~~159,~~225~~964, mainly composed of the Company’s net loss amounting to $5997,~~050,596,~~763. ~~adding~~This ~~back~~amount ~~the~~was ~~(1)~~adjusted ~~net~~by ~~effect of~~ noncash ~~adjustments~~items of ~~stock~~interest ~~compensation~~ expense of $803,589 ~~amortization~~and ofa ~~discount~~decrease from ~~notes~~gain ~~payable,~~on ~~interest~~extinguishment ~~expense,~~of ~~common~~debt ~~stock~~of ~~issuances~~$7,724. ~~change~~Changes in ~~fair~~assets ~~value~~and ofliabilities ~~derivative~~include ~~liability~~an ~~and~~increase ~~common~~in ~~stock~~accounts payable ~~amounting to $4,388,498~~ and ~~(2)~~accrued ~~net~~expenses ~~changes in working capital accounts~~ of $~~289~~41,~~873~~934.

During the year ended June 30, 2023, cash used in the Company’s operating activities amounted to $677,614 mainly composed of the Company’s net loss amounting to $3,496,573, adding back the (1) net effect of noncash adjustments of stock compensation expense, amortization of discount from notes payable, interest expense, common stock

issuances, change in fair value of derivative liability, common stock payable and gain on settlement of debt amounting to $2,646,230 and (2) net changes in working capital accounts of $172,729.

Investing Activities

During the ~~year~~period ~~ended~~from January 6, 2025 to June 30, ~~2024~~2025, the Company ~~had~~used ~~invested~~$185,000 in cash for investing activities, which included $~~100~~35,000 ~~related~~paid tofor the ~~LeSalon~~purchase ~~acquisition.~~of AP4L and $150,000 paid as purchase consideration for the Applife reverse merger in June 2025.

During the year ended June 30, 2023, the Company had $0 net cash used in investing activities.

Financing Activities

During the ~~year~~period ~~ended~~from January 6, 2025 to June 30, ~~2024~~2025, the Company ~~raised~~received $~~370~~600,000 in proceeds from the issuance of ~~debt~~promissory notes, ~~and~~offset ~~received~~by payments of $67143,~~500~~639 ofon ~~amounts~~other ~~due~~liabilities, toresulting ~~officer~~in net cash provided by financing activities of $456,361.

~~During~~On August 1, 2025, the ~~year~~Company ~~ended~~entered ~~June~~into ~~30,~~a ~~2023,~~twelve-month promissory note in the ~~Company~~amount ~~raised~~of $~~545~~187,000 ~~from~~with ~~the~~Labrys ~~issuance~~Fund ~~of debt~~II, L.P. The note carries a 12% interest rate per annum and ~~received~~converts ~~$1,000~~at ofa ~~amounts~~25% ~~due~~discount to ~~officer~~market price. Market price shall mean 75% of the average of the closing prices of the Common Stock on the Principal Market during the five (5) trading day period immediately preceding the respective conversion date.

~~Professional Fees~~10

Professional fees were $223,103 and $226,783 for the years ended June 30, 2024 and 2023, respectively. The Company generally expects professional fee costs to increase as the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to assist with the SEC reporting requirements.

In addition, the Company may also attempt to purchase other entities or assets and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.

Critical Accounting Policies and Estimates

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

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, determination of fair value of stock-based compensation and determination of the fair value of the conversion feature of the convertible notes. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

Revenue Recognition

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

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.

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.

Derivative Liability

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the consolidated balance sheet at fair value. As of June 30, ~~2024~~2025, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

Business combination

The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Goodwill generated from a business combination is primarily attributable to synergies.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from acquired technology and acquired customer relationships from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred (Note 3 – Business Combinations).

Seasonality

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

We are susceptible to general economic conditions, natural catastrophic events and public health crises, and a potential downturn in advertising and marketing spending by advertisers could adversely affect our operating results in the near future.

Our business is subject to the impact of natural catastrophic events, such as earthquakes, or floods, public health crisis, such as disease outbreaks, epidemics, or pandemics, and all these could result in a decrease or sharp downturn of economies, including our markets and business locations in the current and future periods. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. Financial Statements

~~APPlife~~Applife Digital Solutions, Inc.

Contents

	Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (RBSM LLP, PCAOB ID 587)	F-1
Consolidated Balance Sheets as of June 30, 2024 and 2023	F-2
Consolidated Balance Sheet as of June 30, 2025	F-3
Consolidated Statements of Operations for the years ended June 30, 2024 and 2023	F-3
Consolidated Statement of Operations for the period from January 6, 2025 to June 30, 2025	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended June 30, 2024 and 2023	F-4
Consolidated Statement of Changes in Stockholders’ Deficit for the period from January 6, 2025 to June 30, 2025	F-5
Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023	F-5
Consolidated Statement of Cash Flows for the period from January 6, 2025 to June 30, 2025	F-6
Notes to Consolidated Financial Statements	F-67

1413

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of APPLife Digital Solutions, Inc.

Applife Digital Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of ~~Applife~~APPLife Digital Solutions, Inc. and ~~Subsidiaries~~subsidiaries (~~collectively,~~ the “Company”) as of June 30, 2024 ~~and 2023~~, and the related ~~consolidated~~ statements of operations, changes in stockholders’ deficit, and cash flows for ~~each~~period offrom ~~the~~inception ~~two~~(January ~~years~~6, in2025) ~~the~~through ~~period ended~~ June 30, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company atas of June 30, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~period ~~years~~from inInception ~~the~~through ~~period ended~~ June 30, ~~2024~~2025, in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

The Company'’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has ~~suffered~~an accumulated deficit, recurring losses, ~~from operations~~ and ~~will~~expects ~~require~~continuing ~~additional~~future ~~capital to fund its current operating plan~~losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments ~~to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities~~ that ~~may~~might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matters

~~The~~Critical ~~critical~~ audit matters ~~communicated below~~ are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The communication of critical audit matters does not alter in any way our opinion~~

F-1

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined that there are no critical audit matters.

/s/ RBSM LLP We have served as the Company’s auditor since 2019. PCAOB ID 587 Houston, Texas October 14, 2025

We have served as the Company’s auditor since 2019.

Houston, Texas

October 9, 2024

F-2

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED BALANCE ~~SHEETS~~SHEET

	June 30, 2024		June 30, 2023
		June 30, 2025
ASSETS
Current assets
Cash	$	22111,~~894~~397	$	~~57,619~~
Accounts receivable		-		-
Inventory		5,135
Prepaid expenses		38,797		35,436
Right of use asset		18,201
Inventories, net		-		65,209
Total current assets		134,733
Total current assets		61,691		158,264
Goodwill		2,696,018
Deposit on asset purchase		100,000		-
Furniture and equipment		1,000
Total assets		161,691		158,264
Domain List		1,000
Current liabilities
Total Assets		2,832,751
Accounts payable and accrued expenses	$	411,053	$	157,696
LIABILITIES AND STOCKHOLDERS' DEFICIT
Notes payable to shareholders, net		1,019,809		262,955
Current liabilities
Notes payable - current		26,474		16,051
Accounts payable and accrued expenses		$40,513
Derivative liabilities		728,351		1,004,846
Lease liability		18,201
Due to officer		68,500		1,000
Due to AppLife Holdings		150,000
Total current liabilities		2,254,187		1,442,548
Derivative liability – common stock warrants		802,589
Notes payable to shareholders, noncurrent, net		-		151,777
Other current liabilities		1,679,514
Total liabilities		2,254,187		1,594,325
Total current liabilities		2,690,817
Commitments and contingencies
Convertible preferred stock liability – Series B preferred stock, Par value $0.001 per share, 20,000 shares authorized and 12,850 issued and outstanding. Stated value of $1,285,000		953,712
Stockholders’ deficit
Total liabilities		3,644,529
Common stock, $0.001 par value, 500,000,000 shares authorized; 150,543,635 shares issued and outstanding as of June 30, 2024 and 2023, respectively		150,545		150,545
Commitments and contingencies
Additional paid-in capital		19,681,959		15,287,798
Stockholders’ deficit
Accumulated deficit		(21,925,000)		(16,874,404)
Series C preferred stock, Par value $0.001 per share, 2,500 shares issued and outstanding		3
Total stockholders’ deficit		(2,092,496)		(1,436,061)
Series D preferred stock, Par value $0.001 per share, 810 shares issued and outstanding, liquidation preference of $810,000		1
Total liabilities and stockholders’ deficit	$	161,691	$	158,264
Common Stock, Par value $0.001 per share, 5 billion shares Authorized and 2,000,000,000 shares issued and outstanding		2,000,000
Additional Paid in Capital		809,999
Accumulated (deficit)		(3,621,781)
Total stockholders’ deficit		(811,778)
Total liabilities and stockholders’ deficit	$	2,832,751

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

F-3

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS

		Years Ended June 30,
		For the period from January 6, 2025 to June 30, 2025
		2024		2023
Revenue	$	315,130
Revenue		$	6,976	$	46,879
Cost of goods sold		(270,891)
Cost of goods sold			(65,393)		(48,227)
Gross profit		44,239
Gross (loss) profit			(58,417)		(1,348)
Operating expenses		246,137
Operating expenses			4,898,488		3,129,650
Total operating expenses		246,137
Total operating expenses			4,898,488		3,129,650
Loss from operations		(201,898)
Loss from operations			(4,956,905)		(3,130,908)
Other income (expenses)
Other income (expense)
Interest expense		(803,589)
Interest expense			(658,483)		(645,019)
Gain on extinguishment of debt		7,724
Gain on termination of conversion feature on debt			417,526		-
Net loss before provision for income taxes		(997,763)
Change in fair value of common stock payable			-		4,525
Provision for income taxes		-
Change in fair value of derivative liability			147,266		274,919
Net loss		(997,763)
Net loss before provision for income taxes			(5,050,596)		(3,496,573)
Basic and diluted loss per share		437,954,545
Provision for income taxes			-		-
Average number of common shares outstanding - basic and diluted	$	(0.00)
Net loss		$	(5,050,596)	$	(3,496,573)
Basic and diluted loss per share		$	(0.05)	$	(0.07)
Average number of common shares outstanding – basic and diluted			97,573,608		53,663,943

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

F-4

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

		Common Stock	~~Common Stock~~				Series C Preferred Shares	~~Additional~~		Series D Preferred Shares	~~Accumulated~~			Additional		Accumulated
		Shares	~~Shares~~	Amount	~~Amount~~		Shares	~~Paid-In Capital~~Amount		Shares	~~Deficit~~Amount		Paid-In Capital	~~Total~~		Deficit	Total
Balance, June 30, 2022			148,543,635		$	148,545		$	12,410,428		$	(13,377,381)		$	(818,858)
Balance, January 6, 2025 (Inception)		500,000,000			500,000		-	-						-		(500,000)	-
	Stock compensation		-			-			2,419,076			-			2,419,076
Shares issued related to acquisition of AP4L		1,240,000,000			1,240,000		2,500	3		-	-			-		(1,240,003)	-
	Common stock issued for services		2,000,000			2,000			22,250			-			24,250
Reverse re-capitalization		260,000,000			260,000		-	-		-	-			-		(884,015)	(624,015)
	Settlement of notes payable with issuance of options to purchase common stock		-			-			436,044			-			436,044
Conversion of promissory notes into Series D Preferred Stock		-			-		-	-		810	1			809,999		-	810,000
	Net loss		-			-			-			(3,496,573)			(3,496,573)
Net Loss		-			-		-	-		-	-			-		(997,763)	(997,763)
Balance, June 30, 2023			150,543,635		$	150,545		$	15,287,798		$	(16,874,404)		$	(1,436,061)
Balance, June 30, 2025		2,000,000,000			2,000,000		2,500	3		810	1			809,999		(3,621,781)	(811,778)
	Stock compensation		-			-			4,394,161			-			4,394,161
	Settlement of notes payable with issuance of options to purchase common stock		-			-			118,016			-			118,016
	Elimination of derivative liability from conversion of debt		-			-			86,199			-			86,199
	Reversal of issued options to purchase common stock from settlement of notes payable		-			-			(118,016)			-			(118,016)
	Reversal of eliminated derivative liability from conversion of debt		-			-			(86,199)			-			(86,199)
	Net loss		-			-			-			(5,050,596)			(5,050,596)
Balance, June 30, 2024			150,543,635		$	150,545		$	19,681,959		$	(21,925,000)		$	(2,092,496)

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

F-5

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

	Years Ended June 30,
		For the Period from January 6, 2025 to June 30, 2025
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$(997,763)
Net loss	$	(5,050,596)	$	(3,496,573)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to reconcile net loss to net cash used in operating activities:
Interest Expense		803,589
Amortization		515,077		385,413
Gain on extinguishment of debt		(7,724)
Interest expense		44,053		102,885
Changes in operating assets and liabilities:
Issuance of common stock for services		-		24,250
Accounts payable and accrued expenses		41,934
Stock compensation expense		4,394,161		2,419,076
Net cash (used) in operating activities		(159,964)
Change in fair value of derivative liability		(147,266)		(274,919)
CASH FLOWS FROM INVESTING ACTIVITIES:
Gain on termination of conversion feature on debt		(417,527)		-
Cash paid to Purchase AP4L		(35,000)
Common stock payable		-		(10,475)
Purchase consideration of Applife Reverse Merger		(150,000)
Changes in operating assets and liabilities:
Net cash (used) in investing activities		(185,000)
Accounts Receivable		-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Prepaid expenses and other current assets		7,062		(11,347)
Payments on other liabilities		(143,639)
Inventories		65,209		(1,009)
Proceeds from promissory notes		600,000
Accounts payable and accrued expenses		217,602		185,085
Net cash provided from financing activities		456,361
Net cash used in operating activities		(372,225)		(677,614)
Net decrease in cash and cash equivalents		111,397
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash and cash equivalents, beginning of period		-
Investment in Le Salon		(100,000)		-
Cash and cash equivalents, end of period		$111,397
Net cash used in investing activities		(100,000)		-
Non-cash investing and financing activities:
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition of AP4L		$2,696,018
Proceeds from notes payable to shareholders		370,000		545,000
Issuance of preferred B to settle Cavalry debt (assumed liabilities)		$845,000
Proceeds from due to officer		67,500		1,000
Effect of Reverse Capitalization		$624,015
Net cash provided by financing activities		437,500		546,000
Conversion of convertible debt into Series D Preferred stock		$810,000
Net decrease in cash and cash equivalents		(34,725)		(131,614)
Issuance of warrants with convertible debt		$802,589
Cash and cash equivalents, beginning of year		57,619		189,233
Cash and cash equivalents, end of year	$	22,894	$	57,619
Non-cash investing and financing activities:
Increase in derivative liability upon issuance of convertible note	$	280,000	$	600,214
Payment of notes payable with issuance of options to purchase common stock	$	-	$	436,044

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

F-6

APPLIFE DIGITAL SOLUTIONS, INC.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Organization

~~APPlife~~Applife Digital Solutions, Inc. (the “Company”) isor a“Applife”) ~~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~~The ~~has~~Company’s amain ~~virtual~~operating ~~office~~subsidiary, inSugar ~~San~~Auto ~~Francisco~~Parts, ~~California~~Inc. ~~and~~(“SAP”) ~~the~~is ~~only~~a ~~employee~~Nevada ~~works~~corporation ~~form~~formed ~~Shanghai,~~on ~~China.~~January ~~Our~~6, ~~office~~2025 ~~in San Francisco~~(“inception”), ~~California~~by ~~allows~~Mammoth usCrest toCapital, ~~take~~LLC, ~~advantage~~which ofis ~~the~~50% ~~marketing~~owned ~~opportunities~~by ~~available~~Michael inHill ~~the~~and ~~United~~Barrett ~~States~~Evans. asThe ~~well~~Company asis ~~keeping~~headquartered ~~close~~in ~~proximity~~Santa toBarbara, ~~sources~~CA. ofThe ~~capital~~Company ~~whether~~operates itas isan ~~debt~~aftermarket orautomotive ~~equity. Our~~parts ~~operations~~ecommerce ~~in Shanghai~~business, ~~China~~specializing ~~allows~~in usonline tosales ~~take advantage~~ of asuspension ~~high~~lift ~~concentration~~systems ~~of skilled tech coders~~ and ~~developers~~related ataccessories ~~lower~~through ~~capital~~its ~~costs~~flagship ~~than~~ecommerce inplatform. ~~more~~The ~~developed~~Company ~~countries~~serves ~~such~~customers asacross the United States, orfocusing ~~Europe.~~on ~~The Company’s mission is using digital technology to create APPs and websites that make life~~Jeep, ~~business and living easier~~truck, ~~more efficient~~ and ~~just~~SUV ~~smarter~~owners.

~~Rooster~~On ~~Essentials~~April ~~APP~~30, ~~SPV~~2025, SAP executed a Bill of Sale with AP4L ABC, LLC. (AP4L) to acquire substantially all of AP4L’s assets. Under the ~~“Rooster”)~~agreement, ~~incorporated~~SAP onpurchased ~~April~~all 9intellectual property and general intangible assets, ~~2019~~including domain names, isthe aAP4L ~~wholly~~website ~~owned~~and ~~subsidiary~~related ofrights, ~~the~~and certain supplier relationships that could be re-established or renegotiated. The Company operates primarily as an aftermarket automotive parts ecommerce business, specializing in online sales of suspension lift systems and related automotive accessories through its ecommerce platform. ~~Rooster~~SAP isleverages aits ~~fully~~digital ~~customizable~~presence ~~men’s~~to ~~subscription~~serve ~~service~~customers ~~that~~across ~~delivers~~the ~~daily~~United ~~use~~States, ~~grooming~~offering ~~needs~~a wide selection of products for Jeep, truck, and ~~essential~~SUV ~~items~~owners.

~~B2BCHX~~On ~~SPV~~June ~~LLC~~13, 2025, the Company completed its acquisition of SAP (the “~~B2BCHX~~Merger”),. ~~incorporated~~In onaccordance ~~June~~with 5ASC 805 Business Combinations (“ASC 805”) the transaction was treated as a reverse acquisition for financial reporting purposes, ~~2019~~with Applife treated as the legal acquirer and SAP treated as the accounting acquirer. The Company remains the continuing registrant and reporting company. Accordingly, isthe ahistorical ~~wholly~~financial ~~owned~~and ~~subsidiary~~operating data of the Company., ~~B2BCHX~~which covers periods prior to the closing date of the Merger, reflects the assets, liabilities, and results of operations for SAP and does annot ~~independent~~reflect ~~background~~the ~~check~~assets, onliabilities ~~mainland~~and ~~Chinese~~results ~~companies~~of operations of the Company for ~~small~~the ~~businesses~~periods ~~globally~~prior to June 13, 2025 (Note 3 – Business Combinations).

~~Office~~The ~~Hop,~~company ~~incorporated~~does onnot ~~January~~currently ~~28,~~have ~~2021,~~any isinternational aoffices ~~wholly~~or ~~owned~~subsidiaries. ~~subsidiary~~All ofmanagement, ~~the~~business ~~Company.~~operations, ~~Office~~and ~~Hop~~service isproviders aare ~~global~~located ~~sharing~~in ~~model~~the ~~platform~~United ~~for~~States, ~~short~~primarily ~~term~~in ~~rentals~~Nevada ~~of office~~ and ~~meeting rooms~~California. ~~Users~~The ~~can~~Company ~~find~~generates anall ~~office~~of orits ~~conference~~revenue ~~space~~from ~~for~~its ~~half-day,~~ecommerce ~~full-day,~~platform orserving ~~weekly rental~~U.S. ~~Hosts~~customers, ~~can~~and ~~list~~there ~~their~~are ~~spare~~no ~~office~~current orplans ~~meeting~~to ~~rooms~~expand operations internationally.

Going Concern

The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from debt and equity financing. The Company anticipates additional equity and debt 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~~will be available to the Company on satisfactory terms and conditions, if at all. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The accompanying 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.

F-7

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.

~~F-7~~The Company maintains its cash and cash equivalents at financial institutions in the United States, which may, at times, exceed federally insured limits or similar limits in foreign jurisdictions. On June 30, 2025, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.

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, ~~2024~~2025. 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~~convertible ~~(Beneficial~~debt, ~~Conversion~~derivative ~~Feature)~~ liabilities, ~~feature~~Series ofB ~~convertible~~and ~~debt,~~D ~~derivate~~preferred ~~liabilities~~stock, allocation of purchase price for AP4L and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates.

Revenue Recognition

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

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.

F-8

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is primarily generated from the sale of automotive lift kits and accessories through its online platform. Revenue from product sales is recognized at a point in time, typically upon shipment or delivery when control of the goods passes to the customer.

The Company applies the ASC 606 five-step model:

1.Identify the contract with a customer: Established when an order is placed and payment terms are set.

2.Identify performance obligations: Usually a single obligation—delivery of products. Extended warranties, if offered, are separate obligations recognized over the warranty period.

3.Determine the transaction price: Based on expected consideration, excluding sales taxes.

4.Allocate the transaction price: For multiple obligations, allocation is based on relative standalone selling prices.

5.Recognize revenue: Product sales are recognized at a point in time; extended warranties are recognized over time.

Shipping and handling after control passes are treated as fulfillment costs and expensed as incurred. Contracts generally do not include variable consideration; if present, it is estimated and included only if a significant reversal is not probable. Revenue is recognized only when collectability is probable. Contract modifications are accounted for as separate contracts or as part of the existing contract, depending on their nature.

Revenue is disaggregated by major product line and timing (point in time vs. over time) in the notes to the consolidated financial statements.

Stock Based Compensation

Leases

The Company accounts for its leases in accordance with ASU 2016-02, “Leases” (Topic 842). This topic requires that a lessee recognize the assets and liabilities that arise from operating leases. The Company recognizes right-of-use assets and lease liabilities on the consolidated balance sheet for all leases with a term longer than 12 months and classifies them as operating leases. For leases with a term of 12 months or less, the Company elects not to recognize lease assets and lease liabilities on those leases. The right-of-use assets and lease liabilities have been measured by the present value of the Company’s remaining lease payments over the lease term using our incremental borrowing rates or implicit rates, when readily determinable.

F-9

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares (“dilutive securities”) that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. The conversion features on convertible notes, the stock options outstanding and potentially dilutive. Diluted net loss per common share is the same as basic net loss per common share as the potential dilutive shares are considered to be anti-dilutive. There were no potentially dilutive securities for the years ended June 30, ~~2024 and 2023~~2025.

F-8

Fair Value of Financial Instruments

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and ~~disclosure~~disclose the fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in U.S. GAAP and expands disclosures about fair value measurements and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

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

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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

Derivative Liability

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the consolidated balance sheet at fair value. As of June 30, ~~2024~~2025, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model for valuing embedded derivatives in preferred stock include the market price of our stock, the conversion price of the ~~debt~~preferred stock, applicable volatility rates, risk-free interest rates, and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.

Inventories

Inventories, consisting of raw materials, work in process and products available for sale, are primarily accounted for using the first-in, first-out method (“FIFO”), and are valued at the lower of cost or net realizable value. This valuation requires management to make judgements based on currently available information, about the likely method of disposition, such as through sales to individual customers and returns to product vendors. ~~As of June 30, 2024, the Company wrote off all inventory using the allowance method.~~ Total inventory as of June 30, ~~2024~~2025, net of allowance for inventory reserves was $05,135.

F-10

Goodwill

Goodwill represents the excess of the acquisition price of a business over the fair value of identified net assets of that business. Goodwill has an indefinite lifespan and is not amortized. The Company evaluates goodwill for impairment at least annually and records an impairment charge when the carrying amount of a reporting unit with goodwill exceeds the fair value of the reporting unit.

The Company assesses qualitative factors to determine if it is necessary to conduct a quantitative goodwill impairment test. If deemed necessary, a quantitative assessment of the reporting unit’s fair value is conducted and compared to its carrying value in order to determine the impairment charge.

For the period ended June 30, 2025, the Company recorded no goodwill impairment charges.

Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. The standard will become effective for the Company for financial statements periods beginning after December 15, 2022. The adoption of this on July 1, 2023 did not have a material impact on its financial statements.

F-9

Recently Issued Accounting Standards Not Yet Adopted

In July 2023, the FASB issued ASU No 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718)” pursuant to SEC Staff Accounting Bulletin No. 120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information. The effective date of this update is for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company does not expect the adoption to have a material impact on our consolidated financial statements.

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

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

In November 2023, the FASB issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company expects to enhance annual segment reporting disclosures based on new requirements.

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

~~Note~~Recently 2Adopted ~~– Revenues~~Accounting Standards

~~The~~In ~~company~~August ~~recognizes~~2020, ~~revenue~~the ~~when~~FASB itissued ~~transfers~~ASU ~~its~~No. ~~promised~~2020-06, ~~goods~~Debt—Debt orwith ~~services~~Conversion toand ~~customers~~Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an ~~amount~~Entity’s ~~that~~Own ~~reflects~~Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the ~~consideration~~complexity toassociated ~~which~~with itapplying ~~expects~~GAAP tofor becertain ~~entitled~~financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in ~~exchange~~an entity’s own equity. For smaller reporting companies ASU 2020-06 is effective for ~~those~~fiscal ~~goods~~years orbeginning ~~services~~after December 15, 2023, including interim periods within those fiscal years.

The Company’s ~~consolidated~~has ~~revenue~~adopted ~~primarily~~ASU ~~comprises~~2020-06 as of ~~Applife~~inception. The ~~ROOSTER~~adoption ~~online~~did ~~sales~~not ofhave ~~men~~a material impact on the Company’s ~~grooming~~financial ~~essentials.~~statements on adoption but will impact the Series D preferred stock accounting related to future down rounds.

~~Revenue~~In ~~consists~~November 2023, the FASB issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the ~~following:~~Chief Operating Decision Maker (“CODM”). ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. A public entity should apply the amendments

		June 30, 2024		June 30, 2023
Rooster Essentials Sales	$	6,976	$	46,879
Background Checks Sales		-		-
Service Fee – OfficeHop		-		-
Total Revenue	$	6,976	$	46,879

Rooster Essentials APP SPV, LLC (“Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items. As of June 30, 2024, Rooster sales make up 100% of revenue of the company.

For the Grooming Essential Sales, the Company defines its customer as an individual who purchases products through their website of mobile application. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products through a third-party e-commerce fulfillment center. The customer obtains

F-10

control of the products upon the Company’s completion of its performance obligations. The company purchases and owns all inventory and sells directly with the end-use customer using a third-party fulfillment center.

B2BCHX is a fully developed app that is available in Google Play and a functioning ecommerce and mobile website. B2BCHX allows business owners around the world to order three levels of background checks in English on Chinese companies to prevent fraudulent business transactions and to gather information in order to gain confidence when doing business with a Chinese entity or to pursue legal remedy against a fraudulent Chinese Company. The reports are researched and written by a licensed law firm in Shanghai China in a partnership agreement with B2BCHX. The partnership splits the revenue 20% for the law firm, while Applife Digital Solutions receives 80%. As of June 30, 2024, the software for B2BCHX is fully developed but has yet to become operational. The Company is currently waiting for a change in Chinese law that will allow the law firm to share information of Chinese companies overseas.

Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. The company will also offer access to creative spaces such as photo studios and pop-up art galleries and will offer restaurants with private rooms a way to rent out the space with a menu included for group or lunch meetings. Office Hop is expected to generate revenue from the 10-15% service fee charged to Users through the use of the app. As of June 30, 2024, the software for OfficeHop is fully developed but has yet to become operational.

Note 3 – 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 $0 and $16,051 as of June 30, 2024 and 2023, respectively.

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

Note 4 – Notes payable to shareholders

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. As noted below the Company terminated the conversion feature and extended the maturity date on the February 2022 Notes.

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.

F-11

Onin ~~March~~this ~~31,~~ASU ~~2023,~~retrospectively ~~the~~to ~~Company~~all ~~sold~~prior ~~convertible~~periods ~~note~~presented ~~bearing 12% interest per annum~~ in the ~~principal~~financial ~~amount of $120,000 (“March 2023 Notes”)~~statements. The ~~note~~Company ishas ~~disbursed~~adopted inASU ~~four~~2023-07 ~~tranches~~as ~~with first tranche~~ of ~~$20,000~~inception. The ~~received~~adoption ondid ~~March~~not ~~31,~~have ~~2023,~~a ~~and~~material ~~the~~impact ~~remaining tranches of $20,000, $40,000 and $40,000 received~~ on ~~May~~the ~~12,~~Company’s ~~2023,~~financial ~~May 31, 2023 and June 28, 2023, respectively~~statements. ~~The March 2023 Notes contain embedded derivatives, see Note 8.~~

OnNote ~~April~~2 ~~24,~~– Business 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount of $280,000 (“April 24, 2023 Notes”). The first tranche of $80,000 was received on July 31, 2023 and the remaining tranches of $100,000 each received on October 13, 2023 and December 1, 2023, respectively. The April 24, 2023 Notes contain embedded derivatives, see Note 8.Combinations

OnAcquisition ~~April 30, 2023, the Company sold convertible note bearing 12% interest per annum in the principal amount~~ of ~~$100,000~~AP4L ~~(“April 2023 Notes”). The note is disbursed in three tranches with first tranche of $20~~ABC,~~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.~~LLC

On ~~September~~April 2730, ~~2023~~2025, ~~the~~SAP ~~Company~~acquired ~~converted~~certain ~~the first tranche~~ of the ~~February~~assets ~~2022~~of ~~Notes~~AP4L ~~with~~ABC, ~~principal~~LLC ~~balance~~(“AP4L”), ~~amounting~~including tointellectual ~~$100~~property,~~000~~ ~~and~~domain ~~$18~~names,~~016~~ ofthe ~~accrued~~AP4L ~~interest~~website, ~~into~~and ~~5,632,283~~certain ~~stock~~supplier ~~options~~relationships. The ~~options~~acquisition ~~expire~~was instructured ~~five~~as ~~years~~an ~~with~~asset ~~the~~purchase ~~exercise~~and ~~price~~was atintended $0to support SAP’s ecommerce operations through its ecommerce platform.~~02.~~ The ~~options~~following ~~were~~is ~~valued~~a atsummary ~~$167,961~~of ~~using~~the ~~Black Scholes.~~transaction:

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

Assets acquired

Inventory -	$ 5,135
PP&E -	1,000
Domain list -	1,000
	7,135

Cash paid	$ 35,000
Other items	48,290
Liabilities assumed	2,619,863
	2,703,153

Goodwill acquired	$ 2,696,018

OnThe ~~January~~Company ~~30,~~issued ~~2024,~~common ~~the~~shares ~~company~~and ~~issued~~Series aC ~~promissory~~preferred ~~note~~stock ~~bearing~~to ~~12%~~certain ~~interest~~parties ~~per~~related ~~annum~~to in the ~~principal~~AP4L ~~amount of $60,000~~transaction. ~~The note has a maturity date of January 25, 2025.~~

OnReverse ~~May~~Acquisition 2,with ~~2024,~~Sugar ~~the~~Auto ~~company issued a promissory note bearing 12% interest per annum in the principal amount of $30~~Parts,~~000.~~ ~~The note has a maturity of May 2, 2025~~Inc.

On ~~April~~June 2913, ~~2024,~~2025 (the ~~Company~~"Closing ~~amended~~Date"), ~~the~~Sugar ~~conversion~~Auto ~~price~~Parts, ofInc. ~~all the convertible promissory notes outstanding for common stock upon maturity~~(“SAP”). ~~Upon~~closed ~~execution~~an ~~and~~acquisition ~~delivery~~agreement ofwith the ~~amendment,~~Company ~~19,005,896 shares shall be issued to~~ (the ~~Lender~~“Merger”), toas ~~convert~~a ~~all~~result ~~convertible~~of ~~notes~~which toApplife ~~common~~assumed ~~stock.~~certain ~~All~~assets ~~convertible notes will be deemed satisfied~~ and noliabilities ~~longer outstanding after the issuance~~ of ~~shares~~SAP. ~~Execution~~While ofApplife ~~amendment~~was ~~will~~the ~~occur~~legal ~~when~~acquirer ~~one or more~~ of ~~the~~SAP’s ~~following~~net ~~events~~assets ~~takes~~in ~~place: (1)~~ the ~~closing~~Merger, offor ~~the~~accounting ~~sale~~purposes, ~~lease,~~the ~~exclusive~~Merger ~~license,~~is ~~transfer~~treated oras ~~other~~a ~~disposition~~reverse ofrecapitalization, ~~all~~whereby orSAP ~~substantially~~is ~~all~~deemed ofto be the ~~company’s~~accounting ~~assets~~acquirer, ~~(2)~~and the ~~consummation~~historical offinancial ~~the~~statements ~~reorganization,~~of ~~merger~~SAP orbecame ~~consolidation of~~ the ~~Company~~historical ~~with~~financial orstatements ~~into~~of ~~another~~Applife ~~entity,~~upon ~~or (3)~~ the closing of the ~~sale,~~Merger. ~~transfer,~~Under orthis ~~issuance,~~method ~~in one transaction or series~~ of ~~transactions of the company’s securities~~accounting, ~~and~~Applife ~~hold~~was attreated ~~least~~as ~~majority of~~ the ~~voting~~“acquired” ~~power~~company ofand ~~the~~SAP ~~capital~~is ~~stock~~treated ofas the ~~Company.~~acquirer Asfor ~~June~~financial ~~30,~~reporting ~~2024, no such event has occurred~~purposes.

~~The~~Accordingly, ~~net~~for ~~carrying~~accounting ~~amount~~purposes, of the ~~notes~~Merger ~~payable~~was totreated ~~shareholder~~as isthe ~~$440,000~~equivalent ~~and~~of $0SAP asissuing ofstock ~~June~~for ~~30,~~the ~~2024~~net ~~and~~assets ~~June~~of 30Applife, ~~2023,~~accompanied ~~respectively~~by a recapitalization. The ~~remainder~~net ~~are~~assets ~~convertible~~of ~~notes~~Applife ~~payable~~were ~~totaling~~stated ~~$825~~at historical cost,~~000~~ with no goodwill or other intangible assets recorded.

~~The~~As ~~outstanding~~consideration, ~~balance~~1,740,000,000 shares of ~~notes~~Applife’s common stock and 2,500 shares of Applife’s Series C Preferred Stock were issued by Applife to the shareholder of SAP. SAP also agreed to pay Applife an initial payment of $150,000 due upon closing of the acquisition agreement and a second payment of $150,000 due within ninety-five (95) days of closing. The $150,000 payable is included in due to ~~shareholders~~AppLife ~~were~~Holdings ason ~~follows:~~the balance sheet at June 30, 2025.

		June 30, 2024		June 30, 2023
Non-Convertible Notes principal balance	$	440,000	$	-
Convertible Notes principal balance		825,000		895,000
Unamortized debt discount		(245,191)		(480,268)
	$	1,019,809	$	414,732

According to the terms of the acquisition agreement, 4,400 shares of Series B Preferred Stock were issued to the certain vendors of Applife in order to settle approximately $440,000 of outstanding payables, notes or obligations of Applife. In addition, in connection with the reverse acquisition the Company issued shares of common stock to settle outstanding options, convertible debt and warrants and transferred all of the Company’s former subsidiaries to a new entity not under control of the Company.

As a result of the Merger, the shareholder of SAP gained voting rights equivalent to 87.4% of the voting rights for all classes of the Company’s issued and outstanding stock. The transaction costs and the fair value of the Common Stock and the fair value of the Preferred Stock were recorded as a reduction of additional paid-in capital.

F-12

AThe ~~detailed~~following ~~roll~~is ~~forward~~a ~~schedule~~summary isof ~~shown~~the asApplife ~~follows~~balance sheet prior to the reverse merger:

			Amount
		Recapitalization
Balance of notes payable, net of discount on June 30, 2023		$	414,732
Prepaids	$	5,000
Amortization of debt discount			515,077
Total assets	$	5,000
New Issuances			370,000
Accounts payable and accrued expenses	$	5,000
Embedded Conversion Feature – Debt discount			(280,000)
Series B preferred stock, 4,400 shares, stated value of $440,000		326,434
Balance of notes payable, net - current of discount as of June 30, 2024		$	1,019,809
Total liabilities		331,434)
Applife equity at June 13, 2025; 260,000,000 shares of common stock		(326,434)
Total liabilities and equity	$	5,000

~~Note~~The 5following ~~– Related~~table ~~Party~~reconciles ~~Transactions~~ the elements of the Merger to the Statements of Shareholders' Equity (Deficit) after the reverse merger:

Due to Officer

		Recapitalization
Recognition of Applife equity	$	(326,434)
Less: transactions costs allocated to SAP equity		(300,000)
Effect of Merger, net of transaction costs	$	(626,434)

~~During~~The ~~the~~following ~~year~~table ~~ending~~details ~~June 30, 2024,~~ the ~~Company~~number ~~received~~of ~~advances~~shares ~~from~~of ~~its~~Common ~~officer~~Stock toissued ~~pay~~immediately ~~for~~following ~~certain~~the ~~operating~~consummation ~~expenses.~~of ~~The balance due to~~ the ~~officer at June 30, 2024 and 2023 was $68,500 and $1,000, respectively. There are no definitive repayment terms and no interest is accruing on these advances.~~merger:

Notes Payable

	Number of Shares
Common Stock owned by Applife’s Pre-Merger shareholders	260,000,000
Common Stock consideration issued to SAP due to Merger	1,740,000,000
Total outstanding shares of Series A Preferred Stock immediately after the Merger	2,000,000,000

~~During~~The ~~the~~following ~~year~~table ~~ending~~details ~~June 30, 2024,~~ the ~~Company~~number ~~had~~of ~~promissory~~shares ~~notes~~of ~~payable~~Series ~~due~~B toPreferred ~~shareholders~~Stock ~~totaling~~issued ~~$440,000~~immediately ~~and~~following ~~convertible~~the ~~notes~~consummation ~~payable to shareholders totaling $825,000, offset by unamortized debt discount~~ of ~~$244,191.~~the ~~See Note 4 for more detailed information.~~Merger:

Note 6 – Concentrations

	Number of Shares
Series B Preferred Stock owned by Applife’s Pre-Merger shareholders	-
Series B Preferred Stock consideration issued due to Merger	4,400
Total outstanding shares of Series B Preferred Stock immediately after the Merger	4,400

~~Cash~~An ~~Concentration~~additional 8,450 shares of Series B Preferred stock were issued in exchange for an assumed liability.

The ~~Company~~following ~~maintains~~table ~~its~~details ~~cash and cash equivalents at financial institutions in~~ the ~~United~~number ~~States~~of ~~and~~shares ~~China,~~of ~~which~~Series ~~may,~~C atPreferred ~~times,~~Stock ~~exceed~~issued ~~federally~~immediately ~~insured~~following ~~limits or similar limits in foreign jurisdictions. On June 30, 2024,~~ the ~~Company’s~~consummation ~~cash~~of ~~balance did not exceed~~ the ~~FDIC insurance limit. The Company has not experienced any losses in such accounts.~~Merger:

Note 7 – Commitments and Contingencies

	Number of Shares
Series C Preferred Stock owned by Applife’s Pre-Merger shareholders	-
Series C Preferred Stock consideration issued due to Merger	2,500
Total outstanding shares of Series C Preferred Stock immediately after the Merger	2,500

Note 3 – 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 on June 30, ~~2024~~2025.

LeSalon Asset Purchase

On January 11, 2024, the Company agreed to pay Le Salon, a third party, a total consideration of $1,400,000 for the acquisition of certain intellectual property rights. The consideration comprised $100,000 in cash and $1,300,000 in the Company’s common stock. The intellectual property (“IP”) is currently being transitioned, and the Company expects the IP will be operational around the first quarter of 2025. Until the transfer of control is completed, the Company will not recognize the acquired IP on its balance sheet. As of June 30, 2024, the Company did not issue the stock for the purchase of the IP. As noted in Note 10, the Company partially issued the common stock after June 30, 2024.

Note 8 – Stockholders’ Deficit

As of June 30, 2024 and 2023, there were 150,543,635 shares of common stock issued and outstanding, respectively.

F-13

~~Restricted~~Note ~~stock~~4 ~~and~~– ~~Stock~~Other ~~options~~Liabilities

~~During~~Debt ~~the~~related ~~year~~to ~~ended June 30, 2024, and 2023,~~ the ~~Company~~Assumed ~~recognized~~liabilities ~~stock~~consisted ~~compensation expense on outstanding restricted stock awards~~ of ~~$3,920,685 and $1,731,781, respectively. During~~ the year ended June 30, 2024, and 2023, the company recognized $473,476 and $555,595 of expenses related to the vesting of stock options to its board members and consultants. Stock compensation expense is summarized as followsfollowing:

	June 30, 2024			June 30, 2023
	June 30, 2025		May 1, 2025
Restricted stock awards	$	3,920,685		$	1,731,781
Former SAP creditors – Credit facilities*	$	47,975	$	95,000
Stock option awards		473,476			555,595
Mammoth Crest Capital*		910,000		1,000,000
Stock compensation expense	$	4,394,161		$	2,287,376
Calvary Fund loan*		-		845,000
Credit cards		79,839		79,839
Chris Davenport*		133,496		133,496
Vendor payables		588,043		626,367
Total	$	1,679,514	$	2,694,863

~~During~~*Related ~~the~~parties ~~year~~as ~~end~~common ~~June~~shares ~~30,~~have ~~2024,~~been ~~the~~issued ~~Company granted 28,710,133 options~~ to ~~its board members and consultants and cancelled 5,638,283 options to one of its stockholders. The options granted in fiscal year 2024 vest pro-rata over~~ the ~~member’s term, have exercise prices ranging from $0.01 - $0.036 and expire in five years from the date of grant.~~creditors

~~During~~Note ~~the~~5 ~~years~~– ~~ended~~Series ~~June~~B ~~30,~~Preferred ~~2024 and 2023, the Company granted 53,062,176 and 27,820,049~~ stock ~~options, in the aggregate, to its board members and consultants, and cancelled.~~

	Options		Weighted Average Exercise Price per Share		Weighted Average Remaining Life (Years)
Outstanding – July 1, 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
Granted		53,062,176		0.02		6.57
Exercised		-		-			-
Cancelled		(5,638,283)		-			-
Outstanding – June 30, 2024		98,745,976	$	0.05			3.74

On June 13, 2025, the Company issued Series B preferred stock to certain vendors of the Company prior to the Reverse Acquisition and for the Conversion of Convertible notes payable. Under the terms of the Series B Preferred stock, the Company issued 4,400 shares to former vendors and creditors of ALDS and 8,450 shares of Series B preferred stock upon the conversion of $845,000 of assumed liabilities from the acquisition of AP4L from Calvary Funds loan (see above). Each share of the Series B Preferred Stock has a stated value of $100 per share and is convertible into shares of Common Stock at a conversion price equal to the market price of the common stock on the date of conversion. conversion based upon the previous day’s closing price of the common stock of the Company. The Series B Preferred Stock is not subject to any mandatory redemption or other similar provisions. Convertible preferred stock that is settled with a variable number of shares that have a value solely or predominantly based (at inception) on a fixed monetary amount are considered share settled debt and are accounted for as liabilities pursuant to ASC 480. As the Series B was not immediately convertible and does not bear interest the Series B preferred stock was recorded at its fair value which was based on a third-party valuation. The discount will be recognized as interest expense in the future. The following is a summary of the Series B preferred stock at June 30, 2025.

The Company recognized $473,476 and $555,595 of expense during the years ended June 30, 2024 and 2023, respectively, in connection with the options and valued with Black Scholes using the following inputs:

	*June 30, 2025*
Series B Preferred stock- 12,850 shares	$	1,285,000
Discount		(331,288)
Total	$	953,712

	June 30, 2024			June 30, 2023
Stock price	$	0.01 – 0.04		$	0.01 – 0.05
Exercise price	$	0.01 – 0.04		$	0.01 – 0.18
Expected term (in years)		1.00 – 5.00			5.00
Volatility (annual)		195.6 – 249.6	%		196.5 – 380.5	%
Risk-free rate		3.80 – 5.39	%		2.42% - 4.27	%

The settlement of $845,000 of assumed liabilities with 8,450 shares of Series B preferred stock resulted in a gain on extinguishment of $218,095 during the period ended June 30, 2025.

~~Performance~~Note ~~Options~~6 – Convertible Debt

OnThe ~~February~~Company 1issued convertible debt with detachable warrants for $600,000 ~~2021~~during the period ended June 30, 2025. The fair value of the ~~Company~~warrants ~~amendment~~of $802,589 were determined based on a Black-Scholes calculation. Upon initial recognition of the ~~employment~~convertible ~~agreement~~notes, the fair value of issued warrants exceeded the ~~CEO dated~~amount ~~September~~of ~~25,~~proceeds. ~~2018~~The resulting discount to ~~include~~the ~~performance~~carrying ~~options,~~amount of the ~~Company~~convertible ~~will~~notes ~~grant~~is amortized over the ~~Executive~~life of the ~~following:~~note and recognized as interest expense under the effective interest method until the earliest of conversion date.

~~a.Performance~~The ~~options~~initial ofallocation ~~3,000,000 shares~~ of ~~common stock valued at $0.10 per share of common stock and shall vest once~~ the ~~Company~~proceeds ~~earns~~was ~~$500,000~~as ~~of gross revenue~~ follows:

b.Second performance option of 3,000,000 shares of common stock valued at $0.10 per share of common stock and shall vest once the company earning $1,500,000 of gross revenue

	*June 30, 2025*
Fair value of the warrants issued	$	802,589
Discount on debt		(600,000)
Initial finance cost	$	202,589

The performance option and second performance option shall have a term of 5 years beginning on the date of execution of this amendment. As of June 30, 2024, the performance obligations have not been met.

F-14

~~Note~~The 9debt ~~– Derivative~~discount ~~Liability~~ was amortized to interest expense which brought the carrying amount of the convertible notes to $600,000. The total interest expense was $802,859. The debt was converted into 810 shares of Series D Preferred stock with a stated value of $1,000 per share. The Series D preferred stock was fair valued at $810,000 by a third-party appraiser. This resulted in a loss on extinguishment of debt of $210,000.

~~The~~Note ~~Company~~7 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.– Equity

ACapitalization 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, 2024 is as follows:

	Year EndedJune 30, 2024
Stock price	$	0.011
Exercise price	$	0.0083
Contractual term (in years)		0.14 – 1.74
Volatility (annual)		248%
Risk-free rate		5.09% - 5.48%

The Company is authorized to issue a total of 5,000,000,000 shares of Common Stock, and 15,000 shares of Series A Preferred Stock, 20,000 shares of Series B Preferred Stock, 2,500 shares of Series C Preferred Stock, and 10,000 shares of Series D Preferred Stock.

~~The~~Common 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.Stock

~~Financial~~The ~~Liabilities~~Company ~~Measured~~is atauthorized ~~Fair~~to ~~Value~~issue onup ato ~~Recurring~~5,000,000,000 ~~Basis~~shares of Common Stock and has 2,000,000,000 shares of Common Stock outstanding as of June 30, 2025.

~~Financial~~Preferred ~~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:~~Stock

	Fair value measured at June 30, 2024
		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs		Fair value at
		(Level 1)		(Level 2)		(Level 3)		June 30, 2024
Derivative liability		$	-	$	-	$	728,351	$	728,351
Total		$	-	$	-	$	728,351	$	728,351

The Company has four (4) classes of preferred Stock: Series A has 15,000 shares authorized, and 0 issued and outstanding; Series B has 20,000 shares authorized, and 12,850 issued and outstanding; Series C has 2,500 authorized, issued and outstanding; and Series D has 10,000 shares authorized and 810 issued and outstanding as of June 30, 2025.

	Fair value measured at June 30, 2023
	Quoted prices in active		Significant other		Significant
	markets		observable inputs		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

Series A Convertible Preferred Stock

The Series A, par value $0.001 has 15,000 shares authorized, and 0 are issued and outstanding at June 30, 2025. The holders of the Series A are entitled to a liquidation preference in that they participate with the common stock on an as converted basis. The Series A Stock shall vote equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series A Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series A Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. The conversion rate in effect at any time for conversion of the Series A Stock shall be the product obtained by dividing the number of shares of Series A Stock by the closing share price on the date of conversion and multiplying that number by one hundred thousand (100,000). There were 15,000 Series A shares that were converted into 1,500,000,000 common shares.

Series B Convertible Preferred Stock

The Series B, par value $0.001, has 20,000 shares authorized, and 12,850 are issued and outstanding at June 30, 2025. The holders of the Series B, in a liquidation, are entitled to participate with the common stock on an as converted basis. The Series B Stock shall vote equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series B Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series B Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. The conversion rate in effect at any time for conversion of the Series B Stock shall be the product of one share of Series B shall convert into $100 of common stock on the date of conversion based upon the previous day’s closing price of the common stock of the Company.

Series C Convertible Preferred Stock

The Series C, par value $0.001, has 2,500 shares authorized, issued and outstanding at June 30, 2025. The holders of the Series B, in a liquidation, are entitled to participate with the common stock on an as converted basis. The holders of Series C shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common

F-15

~~The~~Stock ~~fair~~into ~~value~~which ~~accounting~~such ~~standards~~holder's ~~define~~shares ~~fair~~of ~~value~~Series asC Stock are convertible immediately after the ~~amount~~close ~~that~~of ~~would~~business beon ~~received~~the torecord ~~sell~~date anfixed ~~asset~~for such meeting or ~~paid~~the effective date of such written consent, plus such number of votes that equals twenty-five percent (25%) of the number of votes to ~~transfer~~which athe ~~liability~~holders inof another ~~orderly~~securities ~~transaction~~of ~~between~~the ~~market~~Company ~~participants.~~are Asentitled as of such, ~~fair~~dates. ~~value~~The isconversion ~~determined~~of ~~based~~the ~~upon~~Series ~~assumptions~~C ~~that~~Stock ~~market~~shall ~~participants~~be ~~would~~the ~~use~~product inobtained ~~pricing~~by anmultiplying ~~asset~~.0001 (or ~~liability~~0.01%) ~~Fair~~by ~~value~~the ~~measurements~~aggregate ~~are~~number ~~rated~~of the Company's Common Stock, on a ~~three-tier~~fully ~~hierarchy~~diluted basis, at the time of the Conversion. The Series C is subject to automatically convert into common stock in the event of a Qualified Financing as ~~follows:~~defined above.

·Series ~~Level~~D 1Convertible ~~inputs:~~Preferred 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.Stock

~~There~~The ~~were~~Series noD, ~~transfers~~par ~~between~~value ~~Level~~$0.001, has 10,000 shares authorized, and 810 issued and outstanding at June 30, 2025. The Series D shares have a stated value of $1,000 2per share. The Holders shall be entitled to receive in cash out of the assets of the Company, whether from capital or 3from ~~during~~earnings available for distribution to its shareholders, before any amount shall be paid to the ~~years~~holders ~~ended~~of ~~June~~any 30of shares of Junior Stock, ~~2024~~but pari passu with any parity Stock then outstanding, an amount per Preferred Share equal to the sum of (i) the Black Scholes Value with respect to the outstanding portion of all Warrants held by such Holder as of the date of such event and ~~2023~~(ii) the greater of (A) 125% of the Conversion Amount of such Preferred Share on the date of such payment and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment, provided that if the liquidation funds are insufficient to pay the full amount due to the Holders and holders of shares of parity Stock, then each Holder and each holder of Parity Stock shall receive a percentage of the liquidation funds equal to the full amount of liquidation funds payable to such Holder and such holder of Parity Stock as a liquidation preference, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of liquidation funds payable to all holders of Preferred Shares and all holders of shares of Parity Stock. The Holders of the Series D will be limited as to their number of votes not to exceed 4.99% of the shares of Common Stock outstanding at the time of any vote. The number of Conversion Shares issuable upon conversion of any Preferred Share shall be determined by dividing (x) the conversion amount of such Preferred Share by (y) the Conversion Price. The initial Conversion Price was set at $10.00, but has been adjusted to $0.02, subject to adjustment as provided in the Certificate of Designation.

InThe Series D Preferred Stock include certain reset and anti-dilution provisions that could reduce the ~~year~~conversion ~~ending~~prices ~~June~~and ~~30,~~exercise ~~2023,~~prices thereof if and whenever the Company ~~recorded~~grants, issues or sells any shares of Common Stock for a ~~decrease~~consideration per share (the "New Issuance Price") less than a price equal to the Conversion Price in ~~fair~~effect ~~value~~immediately ofprior ~~derivative~~to ~~liability~~such ofgranting, ~~$274~~issuance or sale or deemed granting,~~919~~ issuance or sale (such Conversion Price then in effect is referred to herein as the "Applicable Price" ( the foregoing a "Dilutive Issuance"), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price.

InThe Board of Directors of the ~~year~~Corporation ~~ending~~is ~~June~~authorized 30to provide, ~~2024~~by resolution, ~~the~~for ~~Company~~one ~~recorded~~or amore ~~decrease~~series of Preferred Stock to be comprised of authorized but unissued shares of Preferred Stock. Except as may be required by law, the shares in ~~fair~~any ~~value~~series of ~~derivative~~Preferred ~~liability~~Stock need not be identical to any other series of ~~$147~~Preferred Stock. Before any shares of any such series of Preferred Stock are issued,~~266~~ the Board of Directors shall fix, and is hereby expressly empowered to fix, by resolution the rights, preferences and privileges of, and qualifications, restrictions and limitations applicable to, such series.

The ~~following~~Board ~~table~~of ~~presents~~Directors is authorized to increase the ~~activity~~number of shares of the Preferred Stock designated for ~~derivative~~any ~~liabilities~~existing ~~measured~~series atof ~~estimated~~Preferred ~~fair~~Stock ~~value:~~by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series of Preferred Stock. The Board of Directors is authorized to decrease the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series.

	Derivative Liability
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
Additions during the period		288,298
Change due to conversion to stock options		(86,199)
Reversal of converted options		86,199
Change in fair value		(147,266)
Extinguishment of underlying debt		(417,527)
Balance as of June 30, 2024	$	728,351

Note 8 – Warrant Liability

The ~~balance~~Company ofevaluated the ~~derivative~~Warrants ~~liability~~in accordance with the guidance at ~~June~~ASC ~~30,~~480 ~~2024~~and ASC 815-40, and ~~2023~~determined that the Warrants are precluded from being considered indexed to the entity’s own stock, resulting in the Warrants being classified as a liability. The measurement of fair value of the Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $~~728~~0.02,~~351~~ ~~and~~exercise price of $10.02,~~004~~ term of three years,~~846~~ volatility of 298.6%, ~~respectively~~risk-free rate of 3.80%, and expected dividend rate of 0%).

Note 10 – 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, 2023 and 2024 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, 2024, the Company had federal net operating loss carry forwards of $7,958,000 and state net operating loss carryforwards of $6,363,000. Federal net operating losses generated since inception amounting to $7,786,000, no longer have an expiration, but have limited utilization of 80% of current years taxable income while $173,000 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 $38,300 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

F-16

toNote ~~the~~9 ~~uncertainty~~– Income ~~surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence.~~Taxes

Deferred ~~income~~ taxes ~~reflect~~are ~~the~~provided ~~net~~on a liability method whereby deferred tax ~~effects~~assets ofare recognized for deductible temporary differences ~~between~~and ~~the~~operating ~~carrying~~loss ~~amount~~and oftax ~~assets~~credit carry forwards and deferred tax liabilities are recognized for ~~financial~~taxable ~~reporting~~temporary ~~purposes~~differences. ~~and~~Temporary differences are the differences between the reported amounts ~~used~~of ~~for~~assets ~~income~~and liabilities and their tax ~~purposes~~bases. ~~Significant~~Deferred ~~components~~tax ofassets are reduced by a valuation allowance when, in the ~~Company’s~~opinion ~~deferred~~of ~~tax~~management, ~~assets~~it ~~and~~is ~~liabilities~~more ~~consist~~likely than not that some portion or all of the ~~following:~~deferred tax assets will not be realized.

		Year Ended June 30,
		2024		2023
Deferred Tax Assets
Net Operating Loss Carryforward	$	2,135,321	$	1,909,614
Stock Based Compensation		3,061,072		1,825,873
Unrealized loss on Debt conversion		10,121		10,121
Valuation Allowance		(5,206,514)		(3,745,608)
Net Deferred Tax Assets	$	-	$	-

Net deferred tax assets consist of the following components as of June 30:

Reconciliation of the statutory federal income tax to the Company’s effective tax:

	2025
Deferred Tax Assets:
NOL carryover	$	5,249,474
Goodwill		(8,383)
Less valuation allowance		(5,241,092)
Net deferred tax assets	$	-

	Year Ended June 30,
		2024		2023
		%		%
Statutory federal tax rate		21.00	%	21.00	%
State taxes, net of federal benefit		7.31	%	9.17	%
Permanent items		0.61	%	1.68	%
Other		0.00	%	0.01	%
Valuation Allowance		(28.93)	%	(31.86)	%
Provision for income taxes		-	%	-	%

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income from continuing operations for the period ended June 30, 2025, due to the following:

Note 11 – Subsequent Events

	2025
Income tax benefit at statutory rate of 21%	$	(209,530)	21.00%
Non deductible interest and debt extinguishment		167,154	-16.75%
State tax net of federal benefit		(14,092)	1.41%
Applife deferred tax assets		(5,184,623)	519.62%
Change in valuation allowance		5,241,091	-525.28%
Income tax benefit (expense)	$	-	0.00%

OnAt ~~August~~June 1330, ~~2024~~2025, the Company ~~issued~~had 7operating loss carry forwards of approximately $232,~~350,~~000. ~~shares~~The ofAppLife ~~common~~Digital ~~stock~~had tonet ~~LeSalon~~operating ~~Beauty~~losses ~~Ltd.~~of approximately $19,000,000 ~~related~~incurred prior to the ~~January~~reverse ~~11,~~merger. ~~2024,~~In ~~acquisition~~accordance ofwith ~~LeSalon~~Section ~~Beauty’s~~382 ~~intellectual~~of ~~property~~the ~~(“IP”).~~Internal OnRevenue ~~August 14~~code, ~~2024,~~ the ~~company~~usage ~~issued~~of anthe ~~additional~~Company’s ~~3,000,000~~historical ~~shares~~net ofoperating ~~common~~loss ~~stock~~carryforwards tofor ~~partners~~prior losses of ~~LeSalon~~AppLife ~~Beauty~~Digital ~~Ltd,~~may ~~related~~be tolimited ~~the~~as ~~acquisition~~a result of ~~LeSalon~~the ~~Beauty~~change ~~intellectual~~in ~~property~~ownership. ~~Per~~A ~~the~~full ~~agreement,~~Section ~~the~~382 ~~total~~analysis ~~consideration~~has ~~for~~not ~~the~~been ~~acquisition~~prepared isand ~~$1,400,000~~NOLs ~~($100,000~~could inbe ~~cash~~subject ~~and~~to ~~$1,300,000~~limitation inunder ~~common~~Section ~~stock)~~382.

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 2022, 2023 and 2024 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.

F-17

Note 10 – Leases

The Company has an operating lease agreement with a term of 3 years.

The Company’s weighted-average remaining lease term relating to its operating leases is 1.08 years, with a weighted-average discount rate of 12%.

The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of June 30, 2025:


Year ended June 30, 2026	$	18,000
Year ended June 30, 2027		1,500
Total undiscounted operating lease payments		19,500
Less: Imputed interest		1,299
Present value of operating lease liabilities	$	18,201

Note 11 – Segment Reporting

The Company operates in one operating segment, and therefore one reportable segment. Our determination that we operate as a single operating segment is consistent with the financial information regularly reviewed by management for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods. The accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies.

Note 12 – Subsequent Events

Management has evaluated all subsequent events in accordance with ASC 855-10, Subsequent Events, through October 14, 2025, the date the financial statements were available to be issued. No subsequent events requiring recognition or disclosure were identified during this period, other than the following:

On August 1, 2025, the Company entered into a twelve-month promissory note in the amount of $187,000 with Labrys Fund II, L.P. The note carries a 12% interest rate per annum and converts at a 25% discount to market price. Market price shall mean 75% of the average of the closing prices of the Common Stock on the Principal Market during the five (5) trading day period immediately preceding the respective conversion date.

F-18

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There are no reportable events under this Item for the ~~year~~period ~~ended~~from January 6, 2025 to June 30, ~~2024~~2025.

~~ITEM~~Item 9A. Controls and Procedures

~~Evaluation of~~ Disclosure Controls and ~~Procedures~~Procedure

~~Disclosure~~We ~~controls~~maintain ~~and~~disclosure ~~procedures are~~ controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC'’s rules and forms~~. Disclosure controls and procedures include~~, ~~without limitation, controls~~ and ~~procedures designed to ensure~~ that such information ~~required to be disclosed by our company in the reports that it files or submits under the Exchange Act~~ is accumulated and communicated to our management, including ~~its~~our ~~principal~~chief executive officer and ~~principal~~chief financial ~~officers~~officer, ~~or persons performing similar functions,~~ as appropriate, to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2024, due to the material weaknesses resulting from the Board of Directors not currently having any members who qualify as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

~~Changes~~Framework inused by Management to Evaluate the Effectiveness of Internal Control over Financial Reporting

~~Our~~As required by Section 404 of the Sarbanes-Oxley Act of 2002 and the related rule of the SEC, management ~~has~~assessed ~~also~~the ~~evaluated~~effectiveness of our internal control over financial reporting, ~~and~~using ~~there~~the ~~have~~Internal ~~been~~Control-Integrated noFramework ~~significant~~(2013) ~~changes~~developed inby ~~our~~the ~~internal~~Committee ~~controls~~of orSponsoring inOrganizations ~~other~~of ~~factors~~the ~~that~~Treadway ~~could~~Commission. ~~significantly~~Based ~~affect~~on ~~those~~this ~~controls~~assessment ~~subsequent~~and tofor the ~~date~~reasons ofdescribed below, management concluded that our ~~last~~internal ~~evaluation~~control over financial reporting was not effective as of June 30, 2024.

~~The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to~~ Management'’s ~~reports~~Report on ~~the~~Internal ~~Company's~~Control ~~internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

·Refer to the upkeep of records which, with reasonable detail, accurately and fairly reflect our transactions and dispositions;

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company;

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements;

·Provide reasonable assurance that any unauthorized cash transactions are detected and prevented; and

·Provide reasonable assurance, that potential erroneous accounting entries are identified and corrected in a timely manner.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of

compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting (as described below).

Deficiencies and Significant Deficiencies

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of June 30, 2024 our internal controls over financial reporting were not effective at the reasonable assurance level:

1.We do not have sufficient written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of the Sarbanes-Oxley Act which is applicable to us for the year ended June 30, 2024. Management evaluated the impact of our failure to have sufficient written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2.We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information

~~ITEM 1. Legal Proceedings.~~N/A

WeItem ~~know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation~~9C. ~~There~~ ~~are~~Disclosure noRegarding ~~proceedings~~Foreign inJurisdictions ~~which~~that ~~our~~Prevent ~~director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest~~Inspections.

~~ITEM 1A. Risk Factors.~~N/A

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~16

~~ITEM~~PART ~~2. Unregistered Sale of Equity Securities and use of proceeds.~~III

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

None.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Set forth below are the names, ages and positions of our current directors and executive officers. Unless otherwise indicated, the address of each person listed is c/o ~~APPlife~~Sugar ~~Digital~~Auto ~~Solutions~~Parts, Inc. 50701 ~~California~~Anacapa ~~St.~~Street, Suite ~~1500~~C, ~~San~~Santa ~~Francisco~~Barbara, CACalifornia ~~94111~~93101.

Name and Address	Age	Position
Matthew Reid	49	CEO, CFO, President, Secretary and Director
Michael Hill	49	CEO, Director
Don Savant	57	Director
Barrett Evans	53	CFO, Director
Tracy Gray	56	Director
Matt Reid	50	Director
Sid Ganis	80	Director
Richard Walden	74	Director

~~Matthew~~Michael ~~Reid,~~Hill 49, CEO, CFO, President, Secretary and Director. Matthew Reid is an experienced founder who has worked in the venture capital and private equity industry for the past 15 years where he has focused on sales, management, marketing and business development. He has owned and operated several successful businesses ranging from a commercial real estate mortgage company to a media investment group. During the last five years Mr. Reid has been working for himself developing apps and projects that eventually lead to the creation of the Company and has not worked at any other companies. Mr. Reid holds a Bachelor of Arts degree from New York University.

~~Don~~Mr. ~~Savant,~~Hill ~~57,~~is ~~Director. Don~~our ~~Savant~~Chairman ~~was~~and Chief Executive Officer and also serves as the ~~President~~Chief Executive Officer of ~~Global~~Sugar ~~Sales~~Auto ~~IMAX~~Parts, ~~Corp~~Inc. ~~for~~since ~~three~~March ~~years~~2025. ~~starting~~Mr. Hill is a seasoned executive and corporate advisor with over 20 years in both the private and public sectors. In January ~~2016~~2024, He founded and currently serves as the Chief Executive Officer of CallsDirect, a digital media company. ~~Savant~~In ~~was~~2019, Mr. Hill co-founded SLL Media, a ~~Managing~~digital ~~Director~~media atcompany ~~Asia~~and ~~Pacific~~serves ~~IMAX~~as ~~Corp~~the Chief Executive Officer. ~~for~~During ~~fifteen~~2015 ~~years~~to ~~before~~2019 ~~becoming~~he ~~President~~served as a Director and the Chief Executive Officer of ~~Sales~~Total Sports Media, ~~Development~~an online sports and ~~Film~~entertainment ~~Distribution~~media ~~for~~company. ~~IMAX~~From ~~China~~2000 ~~for~~to ~~four~~2015 ~~years~~Mr. ~~starting~~Hill owned and operated several sales and marketing companies. Prior to this, Mr. Hill served in ~~June~~the ~~2011~~United States Navy, receiving the honor of Enlisted Surface Warfare Specialist.

~~Tracy~~Barrett Gray, 56, Director. Tracy Gray is a former Systems Engineer on the Space Shuttle program. Gray also worked in the Office of the Mayor of Los Angeles and was a Managing Director of The 22 Fund. Gray has been a member of the Board of Directors of Exergy Systems and Isidore Recycling which was acquired by Homeboy Recycling.Evans

~~Sid~~Mr. ~~Ganis,~~Evans ~~80,~~is ~~Director. Sid~~our ~~Ganis~~Chief isFinancial Officer and the ~~founder~~managing director of ~~Out~~EMC2 ofCapital, ~~the~~LLC, ~~Blue~~a ~~Entertainment~~family ~~and~~office ~~former~~founded in 2020. He has also served as the President of ~~Paramount~~Montecito ~~Pictures~~Capital since 2006. ~~Ganis~~Mr. ~~was~~Evans ~~Chairman~~is a Director and CEO of ~~Columbia~~Phytanix ~~Tristar~~Bio, and ~~President~~a director of ~~the~~Dryworld ~~Academy~~Brands ofsince ~~Motion~~2020. ~~Picture~~Before ~~Arts~~founding ~~and~~Montecito ~~Sciences~~Capital, Mr. ~~Ganis~~Evans iswas ~~currently~~the managing director of eFund Capital. Mr. Evans has served as a member of ~~the~~numerous ~~Board~~public ofand ~~Directors~~private ofcompanies ~~Academy~~as ofa ~~Motion~~consultant, ~~Picture~~founder, ~~Arts~~executive, and ~~Sciences~~director, and ~~Immersion~~he ~~Corp~~is ~~IMMR~~considered an audit committee financial expert. ~~Ganis~~Mr. ~~has~~Evans ~~previously~~brings ~~been~~years of experience and knowledge of public markets to the Company. Mr. Evans has a ~~member~~bachelor's degree in political science from the University of California, Santa Barbara. Mr. Evans is qualified to serve on the Board ofdue ~~Directors~~to ofhis ~~Marvel~~prior ~~Entertainments~~board ~~and~~experience ~~The~~for ~~Void~~several public companies.

~~Richard~~Matthew Walden, 74, Director. Mr. Walden is currently President, CEO and Founder of Operation USA, a Los Angeles-based non-governmental organization specializing in disaster relief as well as international and domestic health care and economic development projects. Walden guided Operation USA to share the 1997 Nobel Peace Prize Walden also coordinated Operation USA’s work with UNESCO, NASA’s Jet Propulsion Laboratory, and with the Lawrence Livermore and Los Alamos National Laboratories. Richard is also an active California-licensed attorney and, earlier in his career, served as Commissioner of the California Health Facilities Commission.Reid

16Matthew Reid is an experienced founder who has worked in the venture capital and private equity industry for the past 15 years where he has focused on sales, management, marketing and business development. He has owned and operated several successful businesses ranging from a commercial real estate mortgage company to a media investment group. During the last five years Mr. Reid has been working for himself developing apps and projects that eventually lead to the creation of the Company and has not worked at any other companies. Mr. Reid holds a Bachelor of Arts degree from New York University.

Board Composition

Our By-Laws provide that the Board of Directors which shall constitute the whole board shall not be less than one (1) nor more than seven (7) or such other maximum number of directors as permitted by the Nevada General Corporation Law. The maximum or minimum number of directors cannot be changed, nor can a fixed number be substituted for the maximum and minimum numbers, except by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw.

No Committees of the Board of Directors; No Financial Expert

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee or financial expert. Management has decided not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial statements at this stage of our development.

Auditors

Our principal registered independent auditor is RBSM LLP

Code of Ethics

The Company does not have a written code of ethics that applies to the Company’s officers.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that Don Savant, Tracy Gray and Sid Ganis are independent directors.

Involvement in Legal Proceedings

None of our officers or directors has filed a personal bankruptcy petition, had a bankruptcy petition filed against any business of which they were a general partner or officer at the time of bankruptcy or within two years prior to that time, or has been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past ten (10) years.

1718

Compliance with Section 16(a) Of the Exchange Act

Section 16(a) of that act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.

ITEM 11. Executive Compensation

Summary Compensation

~~Our~~Michael ~~sole~~Hill ~~officer~~entered ~~and~~into ~~director~~an ~~does~~employment ~~not~~agreement ~~currently~~on ~~take~~June ~~any~~13, ~~formal~~2025. ~~salary~~Mr. ~~for~~Hill ~~his~~was ~~services~~appointed toas the ~~Company.~~Chief HeExecutive ~~was~~Officer ~~issued~~for ~~12,239,209~~an ~~founders~~initial ~~shares~~term atof ~~inception,~~three (3) years and onwill ~~September~~be ~~27,~~compensated ~~2018~~$300,000 heper ~~was~~year. ~~issued~~Mr. ~~90,000,000~~Hill ~~shares~~shall be eligible for ~~his~~a ~~services~~bonus of up to be$175,000 ~~rendered~~based ~~over~~upon ~~the~~certain ~~next~~milestones ~~four~~being ~~years~~achieved.

Barrett Evans entered into an employment agreement on June 13, 2025. Mr. Evans was appointed as the Chief Financial Officer for an initial term of three (3) years and will be compensated $180,000 per year. Mr. Evans shall be eligible for a bonus of up to $175,000 based upon certain milestones being achieved.

Outstanding Equity Awards

Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Our directors do not receive compensation for their services as directors.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are no formal employment contracts, or other contracts with our officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners

The following table lists, as of October 914, ~~2024~~2025, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 160,893,635 shares of our common stock issued and outstanding as of October 9, 2024. Unless otherwise indicated, the address of each officer and director listed below is c/o APPlife Digital Solutions, Inc., 50 California St, #1500, San Francisco, CA 94111.19

18The percentages below are calculated based on 2,000,000,000 shares of our common stock issued and outstanding as of October 14, 2025.

Name of Beneficial Owner	Title of Class		Amount and Nature of Beneficial Ownership	Percent of Class
Name and Address of Beneficial Owner (1)	Number of shares Beneficially Owned (2)			Percent of Class Owned (2)
Matt Reid, Sole Officer and Director	Common		102,239,109 Shares	63.54%
Directors and Officers
Don Savant, Director	Common		381,579	0.24%
Michael Hill		520,000,000			26	%
Tracy Gray, Director	Common		381,579	0.24%
Barrett Evans		550,000,000			27.5	%
Sid Ganis, Director	Common		375,000	0.23%
Matthew Reid		-			0	%
All Officers and Directors	Common		103,377,267 Shares	64.25%
All Directors and Officers as a Group		550,000,000			27.5	%
Stephen Solarsh	Common		13,100,327 Shares	8.14%
5% shareholders
Michael Hill		520,000,000			26	%
Barrett Evans		550,000,000			27.5	%
Chris Davenport		567,000,000			28.4	%
James Boening		100,000,000			5	%
5% shareholders as a group		550,000,000			60.9	%
Total Directors and Officers and 5% Shareholders		550,000,000			60.9	%

RELATED PARTY TRANSACTIONS

Due to Officer

During the year ending June 30, 2024, the Company received advances from its officer to pay for certain operating expenses. The balance due to the officer at June 30, 2024 and 2023 was $68,500 and $1,000, respectively. There are no definitive repayment terms and no interest is accruing on these advances.

Director Independence

Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. Our board of directors has undertaken a review of the independence of each director by the standards for director independence set forth in the NASDAQ Marketplace Rules. Under these rules, an independent director is one who is not an executive officer or an employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. Our board of directors has determined that three of our directors qualify as independent directors.

ITEM 14. Principal Accountant Fees and Services

Audit Fees

The Company has engaged RBSM LLP (“RBSM”) as our independent registered public accounting firm since April 15, 2019. The audit fees to RBSM for the year ended June 30, ~~2024~~2025 and ~~2023~~2024 were approximately $41,000 and $3041,000, respectively.

Audit-Related Fees

The aggregate fees billed in each of the last three fiscal quarters for assurance and related services by RBSM that are reasonably related to the performance of the audit or review of our consolidated financial statements including our quarterly interim reviews on Form 10-Q amounted to $18,000 each quarter.

Tax Fees

RBSM did not charge us any tax fees for the ~~year~~period ~~ended~~from ~~June~~January 306, ~~2024~~2025 ~~and~~to ~~2023~~June 30, ~~respectively~~2025.

1920

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

Exhibits

See the Exhibit Index following the signature page of this Registration Statement, which Exhibit Index is incorporated herein by reference.

Exhibit Number	~~Description of Exhibit~~	~~Filing~~Description of Exhibit	Filing
31.1	~~Certification of Principal Executive Officer Pursuant to Rule 13a-14~~	~~Filed~~Certification ~~herewith.~~of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.2	~~Certification of Principal Financial Officer Pursuant to Rule 13a-14~~	~~Filed~~Certification ~~herewith.~~of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	~~CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act~~	~~Filed~~CEO ~~herewith.~~Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
32.2		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.INS*		XBRL Instance Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.SCH*		XBRL Taxonomy Extension Schema Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

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

SIGNATURES

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

	APPLIFE DIGITAL SOLUTIONS, INC.
Dated: October 9, 2024	/s/ Matt Reid
Dated: October 14, 2025	/s/ Michael Hill
	Matt Reid, Principal Executive Officer, Principal Accounting Officer and Director
	Michael Hill, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Matt Reid	Principal Executive Officer, Principal Financial Officer, and Director	October 9, 2024
/s/ Michael Hill	Chief Executive Officer and Director	October 14, 2025
Matt Reid
Michael Hill
/s/ Barrett Evans	Director	October 14, 2025
Barrett Evans

2022

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