Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | APPlife Digital Solutions Inc | |
Entity Central Index Key | 0001755101 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity's Reporting Status Current? | No | |
Is Entity Emerging Growth Company? | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 117,959,674 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Contained File Information, File Number | 000-54524 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 555 California St | |
Entity Address, City or Town | #4925 San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 1 | |
Local Phone Number | (415) 659 1564 |
CONDENSED BALANCE SHEET (Unaudi
CONDENSED BALANCE SHEET (Unaudited) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Current Assets | ||
Cash | $ 70,637 | $ 11,490 |
Prepaid expenses and other current assets | 0 | 10,000 |
Total Current Assets | 70,637 | 21,490 |
Investment (cost method at June 30, 2018, equity method at March 31, 2019) | 535,716 | 100,000 |
(Decrease) in equity method investment | (10,589) | |
Total Assets | 595,764 | 121,490 |
Current Liabilities | ||
Accounts payable and accrued expenses | 32,036 | 26,497 |
Due to officer | 9,580 | 9,580 |
Due to Smartrade Exchange Services, Inc. | 118,000 | 100,000 |
Notes payable | 84,000 | 73,000 |
Common stock payable | 15,000 | 0 |
Total Current Liabilities | 258,616 | 209,077 |
Stockholders’ equity (deficit) | ||
Common stock, $0.001 par value, 500,000,000 shares authorized; 117,959,674 and 17,239,093 shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively | 117,959 | 17,239 |
Additional paid-in capital | 1,335,706 | 67,761 |
Accumulated (deficit) | (1,116,517) | (172,587) |
Total Stockholders’ Equity (Deficit) | 337,148 | (87,587) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 595,764 | $ 121,490 |
CONDENSED BALANCE SHEET (Unau_2
CONDENSED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Common Stock, par or stated value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 117,959,674 | 17,239,093 |
Common Stock, shares outstanding | 117,959,674 | 17,239,093 |
UNAUDITED CONDESNED STATEMENTS
UNAUDITED CONDESNED STATEMENTS OF OPERATIONS - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 0 | $ 0 | $ 0 |
Operating expenses | |||
Total operating expenses | 0 | 467,859 | 928,718 |
Loss from operations | 0 | (467,859) | (928,718) |
Other Expense | |||
Loss from equity method investment | 0 | (10,589) | (10,589) |
Interest expense | 0 | (557) | (4,623) |
Net Loss | $ 0 | $ (479,005) | $ (943,930) |
Basic and diluted loss per share | $ 0 | $ (0.02) | $ (0.04) |
Average number of common shares outstanding - basic and diluted | 15,850,202 | 27,944,425 | 24,899,587 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 05, 2018 | ||||
Shares, Outstanding, Beginning Balance at Mar. 05, 2018 | ||||
Common stock issued to founders, value | $ 15,850 | (15,850) | ||
Common stock issued to founders, shares | 15,850,202 | |||
Common stock issued for services, value | 0 | |||
Net Loss | 0 | |||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 | $ 15,850 | (15,850) | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2018 | 15,850,202 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Jun. 30, 2018 | $ 17,239 | 67,761 | (172,587) | (87,587) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2018 | 17,239,093 | |||
Common stock issued for cash, value | $ 10,386 | 615,152 | 625,538 | |
Common stock issued for cash, shares | 10,386,102 | |||
Common stock issued to employees, value | $ 90,000 | 632,657 | 722,657 | |
Common stock issued to employees, shares | 90,000,000 | |||
Common stock issued for services, value | $ 334 | 20,136 | 20,470 | |
Common stock issued for services, shares | 334,479 | |||
Net Loss | (943,930) | (943,930) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 | $ 117,959 | $ 1,335,706 | $ (1,116,517) | $ 337,148 |
Shares, Outstanding, Ending Balance at Mar. 31, 2019 | 117,959,674 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 0 | $ (943,930) |
Adjustment to reconcile change in net loss to net cash used in operating activities: | ||
Issuance of common stock for services | 0 | 20,470 |
Issuance of common stock to employee | 722,657 | |
Loss from equity method investment | 0 | 10,589 |
Common stock payable | 0 | 15,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 0 | 10,000 |
Accounts payable and accrued expenses | 0 | 5,539 |
NET CASH USED IN OPERATING ACTIVITIES | 0 | (159,675) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for investment | 0 | (317,716) |
NET CASH USED IN INVESTING ACTIVITIES | 0 | (317,716) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 0 | 11,000 |
Payment on notes payable | 0 | (100,000) |
Proceeds from issuance of common stock | 0 | 625,538 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 0 | 536,538 |
Net increase in cash and cash equivalents | 0 | 59,147 |
Cash and cash equivalents, beginning of period | 0 | 11,490 |
Cash and cash equivalents, end of period | 0 | 70,637 |
SUPPLEMENTAL NON-CASH DISCLOSURE: | ||
Founder's shares | 15,850 | 0 |
Due to Smartrade Exchange Services, Inc. | 0 | 118,000 |
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 0 |
Note 1 - Organization And Summa
Note 1 - Organization And Summary Of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Note 1 - Organization And Summary Of Significant Accounting Policies | 1. Organization APPlife Digital Solutions, Inc. (the “Company”) was formed March 5, 2018 in Nevada and has offices in San Francisco, California and Shanghai, China. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter. Going Concern The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. The accompanying 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 financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. Basis of Presentation The accompanying unaudited condensed 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 for the interim financial information and the instructions to Form 10Q and Rule 8-03 of Regulation S-X. The balance sheet as of June 30, 2018 is as reported in our audited financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Our accounting policies are described in the notes to our June 30, 2018 financial statements, which were included in our Form S-1 for the stub period ended June 30, 2018. We recommend that the financial statements included in our Quarterly Report on Form 10-Q be read in conjunction with the financial statements and notes included in our Form S-1 for the stub period ended June 30, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the period ended March 31, 2019 are not necessarily indicative of results for the entire year ending June 30, 2019. Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less. Income Taxes The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the period from March 5, 2018 (inception) to March 31, 2019. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California. Use of Estimates Generally accepted accounting principles require that the financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock based compensation, and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates. Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the period ended March 31, 2019. Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. Equity Method Investments We began accounting for our ownership in Smartrade Exchange Services, Inc (“Smartrade”) using the equity method of accounting during the quarter ended March 31, 2019. In prior periods, the investment was accounted for under the cost method. The equity method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the statements of operations. Our effective ownership in Smartrade was 25% and 4.66% at March 31, 2019 and June 30, 2018. See note 2. Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, "Financial Instruments Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-01 did not have a material impact to the Company’s financial statements. |
Note 2 - Investment In Smartrad
Note 2 - Investment In Smartrade Exchange Services, Inc. | 9 Months Ended |
Mar. 31, 2019 | |
Schedule of Investments [Abstract] | |
Note 2 - Investment In Smartrade Exchange Services, Inc. | 2. On May 3, 2018, the Company entered into an agreement (“Subscription Agreement”) to purchase 21% of Smartrade Exchange Services, Inc. (“Smartrade”) for $450,000 in various tranches based on defined milestones. Payment shall be made in five installments, each are 45 days apart, over six months beginning on October 15, 2018, as each milestone is completed. On the date the agreement, Smartrade issued 4.66% of its common stock, on a fully diluted basis, to the Company. In exchange, the Company paid the first installment to Smartrade of $100,000 on October 16, 2018. On September 4, 2018, the Company acquired an additional 3% of Smartrade’s common stock for $64,286. On October 18, 2018, the Company entered into an agreement to purchase an additional 1% of Smartrade’s common stock for $21,429 and receive a royalty of 2.5% of gross revenues of Smartrade to be distributed on a quarterly basis. On December 7, 2018, the Company paid the second installment of $100,000 for an additional 4.66% of Smartrade’s common stock. On January 18, 2019, the Company paid the third installment of 100,000 for an additional 4.66 % of Smartrade’s common stock. On March 5, 2019, the Company amended the Subscription Agreement that changed the final two payments. In accordance with the terms of the amendment, on March 6, 2019, the Company paid $32,000 for 7.02% and the remaining $118,000 will be paid in agreed upon monthly payments. This payment brought the total equity position in Smartrade to 25%. Accordingly, at March 5, 2019, the Company changed its method of accounting the investment in Smartrade to the equity method. At March 31, 2019 and June 30, 2018, respectively, the Company owned 25% and 4.66% of Smartrade’s common stock. |
Note 3 - Notes Payable
Note 3 - Notes Payable | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Note 3 - Notes Payable | 3. In March 2018, the Company engaged GHS Investments, LLC (“GHS”) to provide funding. GHS paid expenses on behalf of the Company and charged a commitment fee in the form of promissory notes. The notes carry an 8% annual interest rate that mature through January 14, 2019 and the balance of notes payable was $84,000 and $73,000 at March 31, 2019 and June 30, 2018, respectively. Interest expense accrued during the three- and nine-months ending March 31, 2019 was $557 and $4,623, respectively. There was no interest expense from March 5, 2018 (inception) to March 31, 2018. |
Note 4 - Related Party Transact
Note 4 - Related Party Transactions | 9 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Note 4 - Related Party Transactions | 4. Due to Officer During the period from March 5, 2018 (inception) to June 30, 2018, the Company received advances from its officer to pay for operating expenses. The balance due to the officer at March 31, 2019 and June 30, 2018 was $9,580. There are no definitive repayment terms and no interest is accruing on these advances. Due to Smartrade At March 31, 2019 and June 30, 2018, the Company had a balance payable totaling $118,000 and $100,000, respectively, for the purchase of interest in Smartrade (See note 2). |
Note 5 - Concentrations
Note 5 - Concentrations | 9 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Note 5 - Concentrations | 5. Cash Concentration The Company maintains its cash and cash equivalents at a financial institution which may, at times, exceed federally insured limits. At March 31, 2019, the Company’s cash balance exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. |
Note 6 - Commitments And Contin
Note 6 - Commitments And Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 6 - Commitments And Contingencies | 6. Legal Matters From time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company was not a party to any specific legal actions or claims at March 31, 2019. Agreements On April 4, 2018, the Company entered into an agreement with GHS, where the Company is entitled, at its sole discretion, to request equity investments of up to $5 million over twenty-four months following an effective registration of the underlying shares. Common Stock Payable As of March 31, 2019, the Company owes a vendor $15,000 worth of common stock for services rendered. |
Note 7 - Shareholders' Equity (
Note 7 - Shareholders' Equity (Deficit) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Note 7 - Shareholders' Equity (Deficit) | 7. Common Stock As of March 31, 2019, and June 30, 2018, there were 117,959,674 and 17,239,093 shares of common stock issued and outstanding, respectively. During the nine months ended March 31, 2019, the Company issued 10,386,102 shares of common stock pursuant to subscription agreements between $0.049 and $0.0875 per share, or $625,538. During the nine months ended March 31, 2019, the Company issued 334,479 shares of common stock to consultants for services valued between $0.0612 and $0.0625 per share, or $20,470. During the nine months ended March 31, 2019, the Company issued 90 million shares of restricted common stock to the officer as compensation for services as Chief Executive Officer. The shares vest over four years and were valued at $0.0625 per share. The shares are being expensed over four years, or $1.4 million per year. For the three and nine months ended March 31, 2019, $351,563 and $722,657 of stock compensation was recognized, respectively. There was no income or expense during the period from March 5, 2018 (inception) to March 31, 2018. The Company determined fair value of its shares of common stock based on the price at which the Company was selling its shares of common stock to third party investors. |
Note 8 - Subsequent Events
Note 8 - Subsequent Events | 9 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Note 8 - Subsequent Events | 8. The Company has evaluated subsequent events after the balance sheet date through the date of this filing and found that there were no material events to disclose during this time. |
Note 1 - Organization And Sum_2
Note 1 - Organization And Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization | Organization APPlife Digital Solutions, Inc. (the “Company”) was formed March 5, 2018 in Nevada and has offices in San Francisco, California and Shanghai, China. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter. |
Going Concern | Going Concern The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. The accompanying 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 financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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 for the interim financial information and the instructions to Form 10Q and Rule 8-03 of Regulation S-X. The balance sheet as of June 30, 2018 is as reported in our audited financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Our accounting policies are described in the notes to our June 30, 2018 financial statements, which were included in our Form S-1 for the stub period ended June 30, 2018. We recommend that the financial statements included in our Quarterly Report on Form 10-Q be read in conjunction with the financial statements and notes included in our Form S-1 for the stub period ended June 30, 2018. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the period ended March 31, 2019 are not necessarily indicative of results for the entire year ending June 30, 2019. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less. |
Income Taxes | Income Taxes The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the period from March 5, 2018 (inception) to March 31, 2019. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California. |
Use of Estimates | Use of Estimates Generally accepted accounting principles require that the financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock based compensation, and valuation allowance relating to the Company’s deferred tax assets. Management uses its historical records and knowledge of its business in making these estimates. Management believes that its estimates and assumptions are reasonable, based on information that is available at the time they are made. Accordingly, actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation – Stock Compensation (“ASC 718”), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the period ended March 31, 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows FASB ASC 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts reported in the Company’s financial statements for cash, accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments. |
Equity Method Investments | Equity Method Investments We began accounting for our ownership in Smartrade Exchange Services, Inc (“Smartrade”) using the equity method of accounting during the quarter ended March 31, 2019. In prior periods, the investment was accounted for under the cost method. The equity method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in the balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component of other income (expense), net in the statements of operations. Our effective ownership in Smartrade was 25% and 4.66% at March 31, 2019 and June 30, 2018. See note 2. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, "Financial Instruments Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of ASU 2016-01 did not have a material impact to the Company’s financial statements. |
Note 1 - Organization And Sum_3
Note 1 - Organization And Summary Of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 10 Months Ended | |||||||
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 06, 2019 | Jan. 18, 2019 | Dec. 07, 2018 | Oct. 18, 2018 | Oct. 15, 2018 | Sep. 04, 2018 | Jun. 30, 2018 | |
Interest and penalties | $ 0 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | ||||||||
Smartrade | |||||||||
Percentage owed | 25.00% | 25.00% | 7.02% | 4.66% | 4.66% | 1.00% | 4.66% | 3.00% | 4.66% |
Note 2 - Investment In Smartr_2
Note 2 - Investment In Smartrade Exchange Services, Inc. (Details) - Smartrade - USD ($) | Mar. 06, 2019 | Dec. 07, 2018 | Sep. 04, 2018 | Jan. 18, 2019 | Oct. 18, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Oct. 16, 2018 | Oct. 15, 2018 | Jun. 30, 2018 |
Investment Description | On May 3, 2018, the Company entered into an agreement (“Subscription Agreement”) to purchase 21% of Smartrade Exchange Services, Inc. (“Smartrade”) for $450,000 in various tranches based on defined milestones. Payment shall be made in five installments, each are 45 days apart, over six months beginning on October 15, 2018, as each milestone is completed. On the date the agreement, Smartrade issued 4.66% of its common stock, on a fully diluted basis, to the Company. | |||||||||
Periodic payment of installment | $ 32,000 | $ 100,000 | $ 64,286 | $ 100,000 | $ 21,429 | $ 118,000 | $ 100,000 | |||
Percentage owed | 7.02% | 4.66% | 3.00% | 4.66% | 1.00% | 25.00% | 25.00% | 4.66% | 4.66% |
Note 3 - Notes Payable (Details
Note 3 - Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Debt Instrument, Interest Rate During Period | 8.00% | |||
Debt Instrument, Maturity Date | Jan. 14, 2019 | |||
Notes payable, net | $ 84,000 | $ 84,000 | $ 73,000 | |
Interest expense | $ 0 | $ 557 | $ 4,623 |
Note 4 - Related Party Transa_2
Note 4 - Related Party Transactions (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Related Party Transactions [Abstract] | ||
Due to officer | $ 9,580 | $ 9,580 |
Due to Smartrade Exchange Services, Inc. | $ 118,000 | $ 100,000 |
Note 6 - Commitments And Cont_2
Note 6 - Commitments And Contingencies (Details) - USD ($) | Mar. 31, 2019 | Jun. 30, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Common stock payable | $ 15,000 | $ 0 |
Note 7 - Shareholders' Equity_2
Note 7 - Shareholders' Equity (Deficit) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
Common Stock, shares issued | 117,959,674 | 117,959,674 | 17,239,093 | |
Common Stock, shares outstanding | 117,959,674 | 117,959,674 | 17,239,093 | |
Common stock issued for cash, value | $ 625,538 | |||
Common stock issued to employees, value | 722,657 | |||
Common stock issued for services, value | $ 0 | 20,470 | ||
Consultants | ||||
Common stock issued for services, value | $ 20,470 | |||
Common stock issued for services, shares | 334,479 | |||
Chief Executive Officer [Member] | ||||
Common stock issued to employees, value | $ 0 | $ 351,563 | $ 722,657 | |
Common stock issued to employees, shares | 90,000,000 | |||
Share based expense | $ 1,400,000 | |||
Chief Executive Officer [Member] | Minimum [Member] | ||||
Share price | $ 0.0612 | $ 0.0612 | ||
Chief Executive Officer [Member] | Maximum [Member] | ||||
Share price | $ 0.0625 | $ 0.0625 | ||
Subscription agreements | ||||
Common stock issued for cash, value | $ 625,538 | |||
Common stock issued for cash, shares | 10,386,102 |