[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","i018imvy1p8j7ekjztacwtldx","revision",2,"title","Applife Digital Solutions 2026财年净亏损467万美元，审计师质疑持续经营能力","originalTitle","APPlife Digital Solutions Inc (0001755101) (Filer)","summary","Applife Digital Solutions 2026财年净亏损467万美元，营运资金赤字达401万美元，审计师对持续经营能力表示重大怀疑。公司存在多项债务违约，包括对Labrys Fund II, L.P.及C/M Capital Master Fund, LP的票据违约，且依赖关联方融资。公司还面临内部控制缺陷及网络安全资源不足等风险。","reason","公司面临持续经营重大不确定性，审计师对持续经营能力表示重大怀疑，且存在多项债务违约及内部控制缺陷。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-08T16:28:41.000Z","discoveredAt","2026-10-08T16:47:21.220Z","timelineAt","category","tip","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",60,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fHggJbHTaHuc",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","f0940fab-8239-4c2d-954f-b0bd7eae179d","Applife Digital Solutions 财务困境",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

表格 10-K

☒ 根据1934年证券交易法第13条或第15(d)条的年度报告，截至

2026年6月30日

或

☐ 根据1934年证券交易法第13条或第15(d)条的过渡报告

委员会文件编号 000-56144

APPLIFE DIGITAL SOLUTIONS, INC.

(小企业发行人根据章程的名称)

\n\n

内华达州 \n	\n	82-4868628 \n
(注册州) \n	\n	(I.R.S. 雇主识别号码) \n

701 Anacapa Street, Suite C

Santa Barbara, CA 93101

(主要执行办公室地址)

1 (805) 500-3205

(注册人的电话号码)

根据该法第12(B)条注册的证券：

无

根据该法第12(G)条注册的证券：

普通股，每股面值0.001美元

(类别名称)

通过勾选方框表明注册人是否为知名资深发行人，根据《证券法》第405条的定义。是 ☐ 否 ☒

通过勾选方框表明注册人是否不需要根据该法第13条或第15(d)条提交报告。是 ☐ 否 ☒

通过勾选方框表明注册人(1)是否已提交根据1934年证券交易法第13条或第15(d)条在前12个月内（或注册人需要提交此类报告的较短期间）要求提交的所有报告，以及(2)是否在过去90天内一直受此类提交要求的约束。是 ☒ 否 ☐

通过勾选方框表明注册人是否已根据《S-T条例》第405条（本章第232.405条）提交了在前12个月内（或注册人需要提交此类文件的较短期间）要求提交的每个交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明注册人是大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义：

\n\n\n

大型加速提交者 ☐ \n	\n	加速提交者 ☐ \n
非加速提交者 x \n\n	\n	较小报告公司 ☒ \n
新兴成长公司 ☐ \n	\n	\n

如果为新兴成长公司，请通过勾选方框表明注册人是否已选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否已提交了其管理层对财务报告内部控制有效性的评估报告，并由为其审计报告提供或出具的注册公众会计公司根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）进行了鉴证。 ☐

通过勾选方框表明注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 ☒

用复选标记表明，注册人提交的财务报表是否反映了对以前发布财务报表的更正。 ☐

用复选标记表明，这些更正中的任何一项是否为需要对注册人在相关回收期内根据§240.10D-1(b)收到的激励性补偿进行回收分析的重新表述。 ☐

截至最近完成的第二财季，非关联方持有的有投票权和无投票权普通股的总市值约为5,902,914美元，基于2025年12月31日每股2.00美元的收盘价，已考虑2026年6月12日实施的1比250反向股票分割。

截至2026年10月2日，我们普通股的总发行量为8,212,128股，已考虑2026年6月12日实施的1比250反向股票分割。

APPLIFE DIGITAL SOLUTIONS, INC.

年度报告10-K格式索引

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

第一部分 \n	4 \n
第1项。业务 \n	4 \n
第1A项。风险因素 \n	5 \n
第1B项。未解决的工作人员意见 \n	8 \n
第1C项。网络安全 \n	8 \n
第2项。财产 \n	9 \n
第3项。法律诉讼 \n	9 \n
第4项。矿山安全披露 \n	9 \n
\n	\n
第二部分 \n	10 \n
第5项。注册人的普通股市场、相关股东事项和发行人购买权益证券 \n	10 \n
第6项。选定的财务数据 \n	11 \n
第7项。管理层讨论与分析财务状况和经营成果 \n	12 \n
第7A项。关于市场风险的定量和定性披露 \n	17 \n
第8项。财务报表 \n	18 \n
第9项。与会计师在会计和财务披露方面的变更和分歧 \n	19 \n
\n	\n
第三部分 \n	21 \n
第10项。董事、执行官和公司治理 \n	21 \n
第11项。高管薪酬 \n	23 \n
第12项。特定受益人和管理层的证券所有权及相关股东事项 \n	25 \n
第13项。特定关系和相关交易，以及董事独立性 \n	26 \n
第14项。主要审计师费用和服务 \n	27 \n
\n	\n
第四部分 \n	28 \n
第15项。附件、财务报表附表. \n	28 \n
签名 \n	30 \n

前瞻性信息

可能不准确

本年度10-K表格报告包含某些前瞻性声明和与我们相关的信息，这些声明和信息基于管理层的信念以及目前可供我们使用的假设。在本文档中，当使用“预期”、“相信”、“估计”、“应”、“计划”和“期望”等词语以及与我们相关的类似表达时，旨在识别前瞻性声明。此类声明反映了我们对未来的看法，但受某些风险、不确定性和假设的影响，包括在本年度10-K表格报告中描述的那些。如果这些风险或不确定性中的任何一个或多个成为现实，或者基础假设被证明是错误的，实际结果可能会与本文中预期、相信、估计、计划或期望的结果有重大差异。我们无意更新这些前瞻性声明。

第一部分

项目 1. 业务

业务性质与持续经营

APPlife 数字解决方案公司（“公司”或“APPlife”）于 2018 年 3 月 5 日在内华达州成立。公司的主要运营子公司，Sugar Auto Parts 公司（“SAP”）于 2025 年 1 月 6 日作为内华达州公司成立。SAP 总部位于加利福尼亚州圣巴巴拉市Anacapa街701号，C室，邮编93101。

2025 年 4 月 30 日，SAP 与 AP4L ABC, LLC（AP4L）签订了转让书，以收购 AP4L 的大部分资产。根据协议，SAP 购买了所有知识产权和一般无形资产，包括域名、AP4L 网站及相关权利，以及某些可以重新建立或重新谈判的供应商关系。公司主要作为售后汽车零件电商平台运营，专门通过其电商平台在线销售悬挂升高系统及相关汽车配件。SAP 利用其数字存在来为美国各地的客户提供服务，为吉普车、卡车和SUV车主提供广泛的产品选择。

公司成立时间较短，运营和收入有限，需要筹集资金以实施我们的计划运营。

反向并购交易

2025 年 5 月 1 日，公司与 SAP 签订了最终协议，交易结构为反向并购。在 2025 年 6 月 13 日完成反向并购后，SAP 成为合并后公司的运营实体，APPlife 继续作为注册人和报告公司。该交易不涉及员工的转移，但 SAP 聘用了之前为 AP4L 服务的顾问来支持持续的业务运营。

产品

自成立以来至今天，我们产生了有限的收入，并发生了费用和经营亏损，作为我们开发阶段活动的一部分，包括建设我们的电商平台和 Sugar Auto Parts 市场。我们的汽车零件电商平台是我们主要的电商平台，提供全面的悬挂升高套件及相关配件目录，面向吉普车、卡车和SUV车主。该平台允许客户在线浏览、比较和购买产品，重点是提供高质量的售后零件和用户友好的购物体验。我们的收入来源预计来自产品销售，未来可能包括广告和赞助。

竞争

我们直接与当前的电商平台以及使用亚马逊和eBay等主要市场的卖家竞争，争取买家使用我们的网站。然而，我们认为我们的专业电商平台提供了大量增值内容，包括安装指南、安装视频、高冲击力照片、订单定制以及与技术专家的实时聊天。

此外，我们认为我们的汽车零件市场Sugar Auto Parts，在目前除了“为所有人提供一切”的在线市场如亚马逊和eBay之外，没有已知的大型竞争对手，当作为汽车零件行业的首选市场推出时，有迅速建立品牌的机会，就像Etsy、Wayfair、Uber和Chewy在其行业中成功做到的那样。

营销策略

我们的营销策略是为我们的电商平台精心构建和量身定制的。我们专注于数字广告、搜索引擎优化和针对汽车爱好者和专业安装人员的定向促销。我们的目标是通过产品专业化、有竞争力的价格和客户服务来脱颖而出，尽管有限的财务资源限制了营销工作并影响了增长。

员工

公司采用精简的团队结构运营。迈克尔·希尔于2025年3月12日被任命为SAP的董事兼首席执行官，随后在2025年6月13日SAP被Applife收购后，希尔先生被任命为Applife的首席执行官兼董事会主席。巴里特·埃文斯担任公司的首席财务官和董事。公司目前没有大量全职员工。相反，公司依赖其高管团队以及美国的独立承包商和专业服务提供商网络来支持其运营、业务管理、会计和法律需求。所有高管和管理职能均位于美国，没有员工或承包商位于国外。公司所有的收入都来自服务于美国客户的电商平台，目前没有在美国以外开展业务的计划。

2026财年近期发展

反向股票拆分。2026年5月22日，我们的董事会批准了我们已发行普通股的1比250反向股票拆分，该拆分在经过FINRA处理后于2026年6月12日生效。与反向拆分相关，我们向内华达州州务卿提交了一份变更证书，将授权的普通股从50亿股减少至2000万股。没有发行零碎股；零碎股被向上取整为下一个整数股。我们的普通股在生效后20个交易日内以临时代码“ALDSD”交易，之后恢复为“ALDS”，新的CUSIP编号为03829G206。

Financing Activity. During fiscal year 2026, we financed our operations principally through the issuance of convertible and promissory notes and an equity line of credit. These included senior convertible notes issued to Labrys Fund II, L.P., 104 LLC, Bionance LLC, Tri-Bridge Ventures LLC, ClearThink Capital Partners, LLC and ProActive Capital Partners, L.P.; promissory notes issued to SportsAlert Media, Eric Newman, Sharon and Ed Wortman, Bruce Russell, Commerce Pundit, Bruce Davenport and Colby Hill; and an equity line of credit / convertible note facility with C/M Capital Master Fund LP entered into on November 20, 2025. In addition, in April 2026 our Chief Executive Officer made his personal credit card available to our Sugar Auto Parts subsidiary under a six-month credit facility agreement, in exchange for a monthly fee and an inducement share issuance. That facility is in default. See Item 13 and Note 11 to the consolidated financial statements. Several of these notes convert at a discount to the market price of our common stock and contain anti-dilution and reset features. See “Management’s Discussion and Analysis” and Notes to the Consolidated Financial Statements.

Operations. During fiscal 2026, our Sugar Auto Parts marketplace advanced from beta to a soft launch, we expanded our product catalog and installer network, and we surpassed cumulative revenue milestones since inception. As a result of financing constraints, we reduced paid-media spending during portions of the year. As of June 30, 2026, the Company impaired $2,697,728 in goodwill associated with the AP4L acquisition.

Related-Party Arrangements. In May 2026, we approved a one-year consulting agreement with Colby Hill, the son of our Chief Executive Officer, providing for cash compensation of $3,000 per month and 360 shares of Series B Preferred Stock. We also acknowledged an outstanding obligation of approximately $150,000 owed to Applife Holdings, owned by Matthew Reid, a director. See “Certain Relationships and Related Transactions.”

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.”

We have added and updated the risk factors below to reflect developments during fiscal year 2026. Although as a smaller reporting company we are not required to provide risk-factor disclosure under Item 1A, we have elected to provide the following.

There is substantial doubt about our ability to continue as a going concern.

我们是一家处于开发阶段的公司，经营历史有限，持续亏损，经营现金流为负，且累计亏损金额巨大。我们的独立注册会计师事务所的报告中包含了一段解释性段落，表达了对我们持续经营能力的重大疑虑。如果我们无法以可接受的条款获得额外融资，我们可能被迫缩减或停止运营，投资者可能损失全部投资。

我们将需要大量额外资金，融资很可能对现有股东造成严重稀释。

我们无法产生足够的收入来资助我们的运营，依赖外部融资。到目前为止，我们主要通过发行可转换票据和期票以及股权信贷额度来为运营融资，其中许多票据可按低于市场价的折扣转换为普通股。额外的股权或可转换债务融资将稀释现有股东，可能稀释程度很大，任何此类融资的条款可能包括优先于我们普通股股东的权利。

我们发行的浮动利率可转换票据可能导致大量股份的发行和我们股价的下跌（“死亡螺旋”风险）。

我们许多可转换票据的转换价格低于一段时期内的最低交易价格（在某些情况下为35%），并包含完全棘轮或其他反稀释和重置条款。随着我们股价的下跌，这些票据将转换为越来越多的股份，这可能导致我们股价进一步下跌和进一步稀释。某些票据还包含最惠国条款，可能导致条款在持有人之间交叉传染。这些特点可能导致发行的股份数量远超我们当前的流通股数量，并可能对我们的普通股的市场价格和市场产生不利影响。

我们在几项债务义务中处于违约状态，我们的贷款人可能会加速还款或对我们采取其他行动。

截至本年度报告日期，我们已违约（i）2025年8月1日向Labrys Fund II, L.P.发行的可转换票据，该票据于2026年1月30日未能支付要求的摊销款而违约；（ii）2025年11月20日向C/M Capital Master Fund, LP发行的两张可转换票据，本金分别为15万美元和22.5万美元，于2026年8月20日到期但未偿还；以及（iii）由我们首席执行官向我们的子公司提供的信用卡额度，自2026年4月22日起已违约。一旦违约，我们的贷款人可以立即要求偿还所有欠款，收取违约利息和费用，以更高的折扣转换其票据并进行催收。我们某项融资协议的违约也可能使其他贷款人加速其义务。我们没有足够的现金来偿还这些义务。我们的违约还可能使我们无法满足通过我们股权信贷额度向C/M Capital Master Fund, LP出售股份的条件，这些条件包括但不限于我们债务中不存在违约或违约事件。如果我们的贷款人行使他们的补救措施，我们可能被迫削减或停止运营，或根据破产法寻求保护。

我们最近的反向股票分割和减少的授权股本可能限制我们满足转换和筹集资本的能力。

自2026年6月12日起，我们实施了1比250的反向股票分割，并将授权普通股减少至2000万股。鉴于我们有大量未偿还的可转换证券和认股权证，我们可能没有足够的授权和未发行股份来满足所有转换和行使，这可能需要我们寻求股东批准增加授权股份，可能使我们违反某些文件，还可能限制我们筹集额外资本的能力。反向股票分割可能也无法实现其预期的好处，并可能对我们的普通股流动性及市场价格产生不利影响。

少数内部人员控制了我们大部分的投票权。

我们的高管和董事及其关联方，加上我们优先股的持有者，控制了我们大部分的投票权。因此，这些人能够控制需要股东批准事项的结果，包括董事的选举和重大公司交易，他们的利益可能与其他股东的利益不同。

我们进行的关联交易可能产生利益冲突。

我们已与关联方进行了交易，包括与我们首席执行官的儿子的咨询协议、对董事的未偿债务，以及向高管和董事发行的优先股。由于我们没有独立的审计或薪酬委员会，这些交易未由独立董事审查，利益冲突可能不会以有利于我们非关联股东的方式解决。

我们依赖关键人员和第三方。

我们严重依赖首席执行官和首席财务官的持续服务，以及第三方供应商、履行提供商和电子商务及支付平台。关键人员的丧失或这些第三方关系的中断可能对我们的业务造成重大损害。

关税、贸易政策和供应链中断可能会增加我们的成本并减少需求。

汽车零部件和配件的很大一部分是在国外制造或采购的。美国贸易政策的变化，包括征收关税，以及全球供应链的中断，可能会增加我们的产品成本，降低我们的利润率，导致库存短缺，并减少消费者需求，所有这些都可能对我们运营结果产生重大不利影响。

我们面临激烈的竞争。

我们与大型、资金雄厚的电子商务市场平台（如亚马逊和eBay）、汽车零部件零售商和原始设备制造商竞争，其中许多公司拥有比我们大得多的资源、品牌认知度和规模。

网络安全事件可能扰乱我们的业务并使我们面临责任风险。

我们的业务依赖于我们信息系统的机密性、完整性和可用性，以及我们第三方提供商的信息系统。网络安全事件、数据泄露或系统故障可能会扰乱我们的运营，危及客户或公司数据，并使我们面临责任和声誉损害。我们用于网络安全的资源有限。参见“第1C项：网络安全。”

我们已发现财务报告内部控制中的重大缺陷。

管理层已得出结论，由于重大缺陷，截至2026年6月30日，我们的信息披露控制和财务报告内部控制并未有效运作，包括内部控制政策的书面文件不足以及会计资源不足。如果我们未能纠正这些重大缺陷，我们可能无法准确或及时地报告我们的财务结果，这可能损害投资者信心和我们普通股的市场价格。

我们的普通股是“低价股”且交易量稀薄。

我们的普通股在场外交易市场（OTC Markets）上报价，受美国证券交易委员会（SEC）的“低价股”规则约束，并且交易量稀薄。这些因素可能使股东更难出售股票，可能增加交易成本，并可能导致我们股价出现显著波动。我们无法保证能够升级至全国证券交易所。

我们无意支付股息。

我们从未支付过现金股息，且在可预见的未来也不计划支付股息。任何投资回报都将取决于我们普通股市场价格的增值情况（如有）。

第1B项：未解决的工作人员意见

无。

第1C项：网络安全

我们的董事会和高级管理层认识到维护客户、商业伙伴和员工信任和信心的重要性。由首席执行官领导的管理层积极参与我们的风险管理工作的监督，网络安全是公司整体企业风险管理（ERM）方法的重要组成部分。我们的网络安全流程和实践已完全融入公司的ERM工作中。一般来说，我们通过跨职能的方法来应对网络安全风险，专注于通过识别、防止和缓解网络安全威胁，以及在发生网络安全事件时有效应对，以保护我们收集和存储的信息的机密性、安全性和可用性。

风险管理与策略

作为我们整体ERM方法的关键组成部分，我们的网络安全工作重点在于以下关键领域：

\n\n\n\n\n

\n	● \n	治理：管理层负责网络安全风险缓解，并在发生网络安全事件时向董事会报告。 \n
\n	\n	\n
\n	● \n	协作方法：我们已实施跨职能方法来识别、预防和缓解网络安全威胁和事件，同时实施控制措施和程序，以便及时升级某些网络安全事件，从而使管理层能够及时做出有关此类事件公开披露和报告的决策。 \n
\n	\n	\n
\n	● \n	技术保障措施：我们部署了旨在保护信息系统免受网络安全威胁的技术保障措施，包括防火墙、入侵预防和检测系统、防病毒和防恶意软件功能以及访问控制措施，这些措施通过漏洞评估和网络安全威胁情报进行评估和改进。 \n

我们没有聘请第三方服务提供商来评估我们的安全控制措施、进行独立审计或就最佳实践提供建议以应对新挑战。

虽然我们在正常业务过程中过去没有遭遇任何网络安全威胁，但未来我们可能无法成功预防或减轻可能对我们产生重大不利影响的网络安全事件。

第2项：财产

我们不拥有任何财产，也没有任何未来获取财产的合同或选择权。目前，我们正在一个小型实体场所和虚拟办公室中运营。这个实体空间足以满足我们目前和计划中的未来运营需求。我们目前每月支付1500美元以使用该空间。我们目前没有计划占用其他或额外的办公空间。

第3项：法律诉讼

我们不知道有任何针对我们公司的重大现有或待决法律诉讼，我们也没有作为原告参与任何重大诉讼或待决诉讼。目前没有任何诉讼涉及我们的董事、高管或任何关联方，或任何注册或实际股东，与我们的利益存在重大不利关系。

第4项：矿山安全披露

不适用。

第二部分

第5项：注册人普通股的市场、相关股东事项和发行人购买权益证券

市场信息

我们普通股的价格在OTC Markets上报价，代码为“ALDS”。截至2026年10月2日，在考虑了2026年6月12日实施的1比250反向股票分割后，我们普通股的流通股为8,212,128股。

2026年6月12日，我们实施了普通股的1比250反向股票分割。本年度报告中的所有股份和每股金额均已根据反向分割进行追溯调整，除非另有说明。

股东

截至2026年10月2日，我们普通股的记录持有人为87人。

股息

在最近三个财政年度中，我们没有支付股息，目前也没有计划对我们的普通股支付股息。我们目前打算将所有收益（如有）用于我们的业务。

2025财年近期出售及其他权益证券发行

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 162,000 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 $5.00 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 shareholders 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 (share counts for the Company's preferred stock were not affected by the subsequent 1-for-250 reverse stock split of the Company's common stock, effective June 12, 2026).

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.

Recent Sales of Unregistered Securities During Fiscal Year 2026

During the fiscal year ended June 30, 2026, we issued the securities described below without registration under the Securities Act of 1933 (the “Securities Act”). Except as otherwise noted, each issuance was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering. Each issuance was made to a single purchaser or a limited number of purchasers, each of whom was an

accredited investor or an existing lender, service provider, officer or director with access to information about the Company; no general solicitation or advertising was used; and the securities were issued as restricted securities bearing a restrictive legend. The securities purchase agreements for the convertible notes issued to institutional investors also contemplate reliance on Rule 506(b) of Regulation D. Shares of common stock issued upon conversion of outstanding convertible notes were issued in exchange for those notes in reliance on Section 3(a)(9) of the Securities Act, and no commission or other remuneration was paid for soliciting the exchanges.

可转换债券和承诺债券。我们向Labrys Fund II, L.P.（2025年8月1日和2025年11月18日）、104 LLC（2025年11月10日）、Bionance LLC（2025年11月10日）、Tri-Bridge Ventures LLC（2025年11月20日）、ClearThink Capital Partners, LLC（2025年11月25日）和ProActive Capital Partners, L.P.（2026年3月9日）发行了高级可转换债券，每项均在一份8-K表格的当前报告中或我们在2025年9月30日结束的季度的10-Q季度报告中进行了报告。2025年11月20日，我们与C/M Capital Master Fund, LP签订了股权信贷额度，并向其发行了一张15万美元的可转换承诺债券和一张22.5万美元的可转换承诺债券，这些在2025年11月25日提交的8-K表格的当前报告中进行了报告。在2026年4月至6月期间，我们还向SportsAlert Media, LLC、Eric Newman、Sharon和Ed Wortman、Bruce Russell、Commerce Pundit、Bruce Davenport和Colby Hill发行了总额为9.75万美元的承诺债券，具体见我们合并财务报表的第6号注释。

普通股。2025年11月25日，我们发行了11,591股普通股，作为价值23,180美元的服务报酬。2026年3月9日，我们根据在2026年3月12日提交的8-K表格中报告的协议，向PCG Advisory, Inc.发行了80,000股普通股，作为投资者关系服务的报酬。2026年5月27日，我们发行了45,000股普通股作为激励措施，其中包括33,000股给我们的关联方和非关联方承诺债券的贷款人，以及12,000股给我们的首席执行官Michael Hill，这些是根据第13项中描述的信用卡计划发行的。2026年1月26日和2026年6月1日，我们分别根据可转换承诺债券的转换发行了8,512股和56,980股普通股，依据《证券法》第3(a)(9)条。

优先股。2025年12月8日，根据我们2025年10月5日的董事会决议，我们发行了1,300股B系列优先股，每股面值100美元，作为对现任和前任高管和董事的报酬：750股给我们的首席执行官Michael Hill；450股给我们的首席财务官Barrett Evans；以及100股给前高管Michael Wheeler。2026年5月27日，我们根据一年期的咨询协议，向我们首席执行官的儿子Colby Hill发行了360股B系列优先股。这些股份没有收到现金对价。

Rule 10b5-1交易安排

在截至2026年6月30日的财年中，包括第四财季，我们没有任何董事或高管采用或终止任何“Rule 10b5-1交易安排”或“非Rule 10b5-1交易安排”，这些术语在S-K条例第408项中有定义。

第6项。选定的财务数据

不适用。

第7项。管理层对财务状况和经营成果的讨论与分析

管理层讨论与分析部分包含前瞻性声明，这些声明涉及已知和未知的风险、重大不确定性和其他因素，可能导致我们的实际结果、活动水平、表现或成就与这些前瞻性声明所表达或暗示的任何未来结果、活动水平、表现或成就有重大差异。您可以通过使用“可能”、“将”、“应该”、“可以”、“预期”、“计划”、“预期”、“相信”、“估计”、“预测”、“意图”、“潜在”、“拟议”或“继续”或这些词的否定形式来识别前瞻性声明。这些声明仅为预测。在评估这些声明时，您应考虑可能使我们的实际结果与任何前瞻性声明有所不同的各种因素。尽管我们认为前瞻性声明中反映的例外情况是合理的，但我们无法保证未来的结果、活动水平、表现或成就。因此，实际结果可能与任何前瞻性声明中表达的有重大且不利的差异。我们没有义务因任何原因公开修订或更新任何前瞻性声明。

概述

AppLife Digital Solutions, Inc.（“公司”或“AppLife”）于2018年3月5日在内华达州成立。公司的主要运营子公司Sugar Auto Parts, Inc.（“SAP”）是一家于2025年1月6日由Mammoth Crest Capital, LLC（一家怀俄明州公司，由Michael Hill和Barrett Evans各持有50%股份，他们是关联方）在内华达州成立的公司。公司总部位于加利福尼亚州圣塔芭芭拉市Anacapa街701号C室，邮编93101。SAP主要作为售后汽车零部件电子商务业务运营，专注于通过其旗舰电子商务平台在线销售悬挂升高系统及相关配件。公司服务于美国各地的客户，为Jeep、卡车和SUV车主提供广泛的产品选择。

Sugar Auto Parts, Inc.的反向收购

2025年6月13日，SAP成为AppLife的全资子公司。

运营计划

AppLife由Michael Hill和Barrett Evans领导的精简执行团队运营，所有管理和业务运营均位于美国。我们依靠执行领导和独立承包商及专业服务提供商网络来完成业务管理、会计、法律和投资者关系职能。所有执行和管理职能均位于内华达州和加利福尼亚州，没有国际员工或承包商。我们的所有收入均来自服务于美国客户的电子商务平台。我们目前没有在美国以外开展业务的计划。

我们的商业模式专注于扩大电子商务运营、加强产品供应，并寻求与我们增长愿景一致的战略收购。我们将继续探索可以增强我们市场地位和收入渠道的新项目和合作伙伴关系机会。筹集的资金将用于市场营销、收购和收入生成计划。

We are committed to building value through operational efficiency, targeted marketing, and strategic partnerships. We seek acquisition targets that fit our vision and areas of interest, are currently generating revenue with room for growth, and have strong management teams that will remain in place post-acquisition.

Results of Operations for Year Ended June 30, 2026 and Period January 6, 2025 to June 30, 2025

\n\n\n\n\n\n\n\n\n\n\n\n

\n	June 30, 2026 \n
Revenue \n	$2,297,200 \n
Cost of goods sold \n	(1,796.910) \n
Operating expenses \n	4,878,869 \n
Other income (expenses) \n	(294,971) \n
Net loss \n	$(4,673,550) \n
\n	June 30, 2025 \n
Revenue \n	$315,130 \n
Cost of goods sold \n	(270,891) \n
Operating expenses \n	246,137 \n
Other income (expenses) \n	(795,865) \n
Net loss \n	$(997,763) \n

Revenue

For the year ended June 30, 2026 and period January 6, 2025 to June 30, 2025, we had revenues of $2,297,200 and $315,130, respectively. This growth was primarily driven by the successful completion of key technical enhancements to our ecommerce platform during the quarter. These improvements helped us to significantly broaden our product inventory selection, making a wider array of high-demand items available to customers. At the same time, we accelerated our media and marketing initiatives, leveraging expanded reach and more targeted campaigns to drive higher traffic and conversion rates. Together, these strategic advancements directly contributed to the uplift in sales volume and overall revenue performance. Costs of sales were $1,796,910 and $270,891, respectively, which were approximately 78% and 86% of revenue. Gross margin was $500,290 and $44,239, respectively.

Operating Expenses

For the year ended June 30, 2026 and period January 6, 2025 to June 30, 2025, we had operating expenses of $4,878,869 and $246,137, respectively. This expense was primarily attributable to payments to contractors, employees and other operating expenses, including marketing and advertising and impairment of goodwill in the amount of $2,697,728.

Other Income (Expenses)

For the year ended June 30, 2026, other expenses include finance expense of $532,115, amortization of debt discounts on Series B Preferred Stock, convertible promissory notes and promissory notes to related and non-related parties of $707,755, other expenses of $17,621, a loss on disposal of fixed assets of $1,000, extinguishment loss of $12,013, offset by other income which is the change in the fair value of the derivative liabilities of $967,333. For the period ended January 6, 2025 to June 30, 2025, a majority of the other expenses represent $803,589 in financing expenses.

Net loss

We reported a net loss of $4,673,550 and $997,763 for the year ended June 30, 2026 and period January 6, 2025 to June 30, 2025.

Going Concern

As reflected in the accompanying consolidated financial statements, the Company has revenue generating operations and has an accumulated deficit of $8,295,331 as of June 30, 2026. In addition, there is a working capital deficiency of approximately $4,012,622 and a stockholder’s deficiency of $5,258,043 as of June 30, 2026. 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.

公司预计未来将获得额外的股权和债务融资以资助运营。如果管理层未能妥善解决该问题，公司可能不得不减少其业务活动或缩减运营。

流动性与资本资源

截至2026年6月30日，我们的现金余额为21,725美元。我们记录了截至2026年6月30日的财年净亏损4,673,550美元，以及2025年1月6日至2026年6月30日期间的净亏损997,763美元。由于运营规模扩大和业务发展，我们预计未来可预见的期间内，除商誉减值外，我们的费用将继续增加。因此，我们依赖于通过可转换票据从关联方和非关联方筹集的资金，这些资金产生了663,320美元的现金，以及截至2026年6月30日财年签订的ELOC来继续资助我们的运营并实施我们的业务计划。如果我们无法筹集足够的资金，我们将不得不延迟或放弃我们业务计划的某些部分，这将对我们预期的运营结果和合并财务状况产生重大不利影响。无法保证我们能够获得必要的资金，也无法保证我们对资金需求的估计将被证明是准确的。

由于我们的经营亏损，我们的运营尚未成为流动性来源。为了扩大运营并实现盈利，我们需要获得额外资本。为了获得当前ELOC以外的额外资本，我们可能需要出售额外的普通股或从私人贷款人处借款。无法保证我们能够成功获得额外资金。

如果我们通过出售股权或可转换债务证券来筹集额外资本，发行此类证券可能导致现有股东的股权稀释。如果通过发行债务证券筹集额外资金，这些证券可能具有优先于普通股持有者的权利、优先权和特权，此类债务的条款可能对我们运营施加限制。无论我们的现金资产是否足以满足我们的运营需求，我们可能会寻求通过发行股票而非现金来补偿服务提供者，这也会导致现有股东的股权稀释。即使我们能够筹集所需资金，也有可能产生意外成本和费用，无法收回我们应收款的大量金额，或出现意外的现金需求，这将迫使我们寻求替代融资。

无法保证融资来源将可供我们使用，也无法保证我们股权/债务工具的需求足以满足我们的资本需求，或融资将按对我们有利的条款获得。如果未来任何时候资金不足，我们可能无法利用商业机会或应对竞争压力，或可能需要减少我们计划中的市场推广活动和应用程序的开发，所有这些都可能对我们的业务和运营结果产生负面影响。此外，资金不足可能对我们的财务状况产生重大不利影响，这可能迫使我们：

∙缩减我们的业务开发，

∙寻求可能迫使我们放弃业务重大权利的战略合作伙伴关系，或

∙探索本公司重大资产的合并或出售可能性

营运资本赤字

\n\n\n\n

\n	\n	2026年6月30日 \n
流动资产 \n	$ \n	68,327 \n
流动负债 \n	\n	4,080,949 \n
营运资本（赤字） \n	$ \n	(4,012,622) \n

我们预计会产生亏损，因此可能无法继续未来运营。我们预计需要额外资本，将不得不通过ELOC发行债务或股权，或与第三方达成战略安排。流动负债4,080,949美元包括1,635,651美元的假设负债、665,017美元的衍生负债和804,751美元的可转换本票和本票

来自关联方和非关联方的应付账款和应计费用为379,107美元，由于现金流短缺，应付给顾问和供应商的款项未支付，因此这些费用正在增加。

截至本报告日期，我们未能履行2025年8月1日向Labrys Fund II, L.P.发行的可转换本票，2026年8月20日到期的向C/M Capital Master Fund, LP发行的两份可转换本票，以及由我们首席执行官提供的信用卡额度。我们没有现金偿还这些义务，并正在寻求延期、豁免或其他解决办法。详见“风险因素”及合并财务报表的注释6、11和13。

现金流量

\n\n\n\n\n

\n	2026年6月30日 \n
经营活动中使用的净现金 \n	$ \n	(752,992) \n
投资活动中使用的净现金 \n	\n	- \n
融资活动中提供的净现金 \n	\n	663,320 \n
现金净减少额 \n	$ \n	(89,672) \n

\n\n\n\n\n

\n	2025年6月30日 \n
经营活动中使用的净现金 \n	$ \n	(159,964) \n
投资活动中使用的净现金 \n	\n	(185,000) \n
融资活动中提供的净现金 \n	\n	456,361 \n
现金净增加额 \n	$ \n	111,397 \n

经营活动

截至2026年6月30日止年度，公司经营活动中使用的现金为752,992美元，主要由公司净亏损4,673,550美元组成。该金额在2026年调整了非现金项目，包括融资费用532,115美元、商誉减值2,697,728美元和衍生负债公允价值变动减少967,333美元，以及以服务支付的普通股和优先股269,265美元。资产和负债的变化包括预付费用和其他资产的增加、存货的减少、应付账款和应计费用的增加，以及其他负债的减少684,802美元。

2025年1月6日至2025年6月30日期间，公司经营活动中使用的现金为159,964美元，主要由公司净亏损997,763美元组成。该金额在2025年调整了非现金项目，包括融资费用803,589美元，应付账款和应计费用的增加，以及其它负债减少41,934美元。

投资活动

截至2026年6月30日止年度以及2025年1月6日至2025年6月30日期间，公司用于投资活动的现金分别为0美元和185,000美元。

融资活动

截至2026年6月30日止年度以及2025年1月6日至2025年6月30日期间，公司从关联方和非关联方发行的可转换本票中获得了663,320美元和600,000美元的收益。

关键会计政策和估计

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 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.

Revenue from product sales is recorded at the net sales price, or “transaction price,” which includes coupons, discounts, and processing fees. The Company constrains revenue by considering factors that could otherwise lead to a probable reversal of revenue. Collectability of revenue is reasonably assured based on historical evidence of collectability between the Company and its customers.

We offer consumer products through our website. Revenue is recognized when control of the goods is transferred to the customer, which occurs upon shipment to the customer.

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.确定交易价格：基于预期对价，不包括销售税。

4.分配交易价格：对于多项义务，分配基于单独售价的相对比例。

5.确认收入：产品销售在某一时点确认；延长保修在一段时间内确认。

控制权转移后的运输和处理费用被视为履行成本，并在发生时费用化。合同通常不包含可变对价；如果存在，则估计并仅在不太可能重大逆转的情况下包含。只有在可收回性很可能时才确认收入。合同修改根据其性质作为单独合同或现有合同的一部分进行核算。

收入在合并财务报表的附注中按主要产品线和确认时间（某一时点与一段时间）进行分解。

股票薪酬

公司根据FASB ASC 718，薪酬－股票薪酬（“ASC 718”）中的公允价值确认条款对股权激励进行会计处理，该条款规定了所有以员工服务换取的股权支付交易的会计和报告标准。交易包括产生负债，或发行或提出发行股票、期权和其他股权工具，如员工持股计划和股票增值权。对员工的股权支付，包括员工股票期权的授予，根据估计的授予日公允价值在合并财务报表中确认为薪酬费用。该费用在员工为获得奖励而需提供服务的期间内确认，称为必要服务期（通常为归属期）。

公司根据FASB ASC 718，薪酬－股票薪酬（“ASC 718”）对非员工和顾问的股权激励进行会计处理。在公司采用ASU 2018-07后，对非员工的奖励按照与对员工奖励相同的模型进行计量和会计处理，通常以授予日的公允价值计量。

衍生负债

FASB ASC 815，衍生工具和对冲，要求所有衍生工具在合并资产负债表中按公允价值记录。截至2026年6月30日，我们使用Black-Scholes-Merton（BSM）模型来估计认股权证负债和从可转换债券中分拆出的转换特征的公允价值。BSM模型的关键假设包括我们股票的市场价格、债务的转换价格、适用的波动率、无风险利率和该工具的剩余期限。这些假设需要管理层的重大判断。此外，这些变量中的任何一项在一段时间内的变化都可能导致该衍生工具的公允价值（以及相应的收益或损失）产生重大变化。

企业合并

公司遵循ASC 805《企业合并》的规定，并根据其估计公允价值，将购买对价的公允价值分配给所取得的有形资产、所承担的负债和所取得的无形资产。购买对价的公允价值超过这些可辨认资产和负债的公允价值的差额确认为商誉。企业合并产生的商誉主要归因于协同效应。

在确定所取得资产和所承担负债的公允价值时，管理层做出重大估计和假设，尤其是针对无形资产。在评估某些无形资产时的重要估计包括但不限于从市场参与者的角度出发，对所取得技术及所取得客户关系的未来预期现金流、使用寿命和折现率的估计。管理层对公允价值的估计基于认为合理的假设，但这些假设本质上具有不确定性和不可预测性，因此实际结果可能与估计不同。

与收购相关的费用单独确认，不包括在企业合并中，并在发生时作为费用确认（注2 – 企业合并）。

第7A项关于市场风险的定量和定性披露

我们根据1934年《证券交易法》第12b-2条的定义被认定为较小报告公司，因此无需提供本项下的信息。

第8项财务报表

Applife数字解决方案公司

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	页码 \n
\n	\n
合并财务报表 \n	\n
\n	\n
独立注册公共会计事务所报告（RBSM LLP，PCAOB编号587） \n	F-1 \n
\n	\n
截至2026年6月30日及2025年6月30日的合并资产负债表 \n	F-3 \n
\n	\n
截至2026年6月30日止年度及2025年1月6日至2025年6月30日的合并利润表 \n	F-4 \n
\n	\n
截至2026年6月30日止年度及2025年1月6日至2025年6月30日的合并股东权益变动表 \n	F-5 \n
\n	\n
Consolidated Statements of Cash Flows for the year ended June 30, 2026 and period from January 6, 2025 to June 30, 2025 \n	F-6 \n
\n	\n
Notes to Consolidated Financial Statements \n	F-7 \n

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of APPLife Digital Solutions, Inc. and subsidiaries (the Company) as of June 30, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended June 30, 2026 and the period from January 6, 2025 (Inception) to June 30, 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 as of June 30, 2026 and 2025, and the results of its operations and its cash flows for the year ended June 30, 2026, and the period from Inception through June 30, 2025, in conformity with accounting principles generally accepted in 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 an accumulated deficit, recurring losses, and expects continuing future 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 that 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. 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 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 consolidated 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, 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 included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters 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.

F-1

We determined that there are no critical audit matters.

\n\n\n\n\n

/s/ RBSM LLP \n	\n
We have served as the Company’s auditor since 2019. \n	\n
PCAOB ID 587 \n	\n
Houston, Texas \n	\n
October 8, 2026 \n	\n

F-2

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED BALANCE SHEETS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	\n	June 30, 2026 \n	\n	June 30, 2025 \n
\n	\n	\n	\n	\n
ASSETS \n	\n	\n	\n	\n
Current assets \n	\n	\n	\n	\n
Cash \n	\n	$21,725 \n	\n	$111,397 \n
Inventory \n	\n	5,117 \n	\n	5,135 \n
Prepaid expenses \n	\n	40,000 \n	\n	- \n
Operating lease and right of use asset \n	\n	1,485 \n	\n	18,201 \n
Total current assets \n	\n	68,327 \n	\n	134,733 \n
\n	\n	\n	\n	\n
Other assets \n	\n	500 \n	\n	- \n
Goodwill \n	\n	- \n	\n	2,696,018 \n
Furniture and equipment \n	\n	- \n	\n	1,000 \n
Domain list \n	\n	1,000 \n	\n	1,000 \n
Total assets \n	\n	$69,827 \n	\n	$2,832,751 \n
\n	\n	\n	\n	\n
LIABILITIES AND STOCKHOLDERS' DEFICIT \n	\n	\n	\n	\n
Current liabilities \n	\n	\n	\n	\n
Accounts payable and accrued expenses \n	\n	$379,107 \n	\n	$40,513 \n
Accounts payable and accrued expenses – related parties \n	\n	444,938 \n	\n	- \n
Operating lease liability \n	\n	1,485 \n	\n	18,201 \n
Due to Applife Holdings \n	\n	150,000 \n	\n	150,000 \n
Derivative liabilities \n	\n	665,017 \n	\n	802,589 \n
Promissory notes – non-related parties \n	\n	39,750 \n	\n	- \n
Promissory notes – related parties \n	\n	38,901 \n	\n	- \n
Convertible promissory notes, net of discounts \n	\n	726,100 \n	\n	- \n
Other liabilities \n	\n	1,635,651 \n	\n	1,679,514 \n
Total current liabilities \n	\n	4,080,949 \n	\n	2,690,817 \n
\n	\n	\n	\n	\n
Convertible preferred stock liability – Series B preferred stock, $0.001 par value per share, 20,000 shares authorized and 14,515 and 12,855 shares issued and outstanding as of June 30, 2026 and 2025, respectively; stated value of $1,451,500 and $1,285,500 as of June 30, 2026 and 2025 \n	\n	1,246,921 \n	\n	953,712 \n
Total liabilities \n	\n	5,327,870 \n	\n	3,644,529 \n
\n	\n	\n	\n	\n
Commitments and contingencies \n	\n	- \n	\n	- \n
\n	\n	\n	\n	\n
Stockholders’ deficit \n	\n	\n	\n	\n
Preferred Stock Series C of $0.001 par value - Authorized: 2,500 shares as of June 30, 2026 and 2025; Issued and Outstanding: 2,500 shares as of June 30, 2026 and 2025 \n	\n	3 \n	\n	3 \n
Preferred Stock Series D of $0.001 par value - Authorized: 10,000 shares as of June 30, 2026 and 2025; Issued and Outstanding: 810 shares as of June 30, 2026 and 2025; Liquidation preference of $810,000 \n	\n	1 \n	\n	1 \n
Common Stock of $0.001 par value – Authorized: 20,000,000 and 5,000,000,000 shares as of June 30, 2026 and 2025, Issued and outstanding: 8,202,083 and 8,000,000 shares as of June 30, 2026 and 2025 \n	\n	8,202 \n	\n	8,000 \n
Additional Paid in Capital \n	\n	3,029,082 \n	\n	2,801,999 \n
Accumulated (deficit) \n	\n	(8,295,331) \n	\n	(3,621,781) \n
Total stockholders’ deficit \n	\n	(5,258,043) \n	\n	(811,778) \n
Total liabilities and stockholders’ deficit \n	\n	$69,827 \n	\n	$2,832,751 \n

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

F-3

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	\n	Year Ended June 30, 2026 \n	\n	Period January 6, 2025 to June 30, 2025 \n
\n	\n	\n	\n	\n
Revenue \n	$ \n	2,297,200 \n	$ \n	315,130 \n
Cost of goods sold \n	\n	(1,796,910) \n	\n	(270,891) \n
Gross profit \n	\n	500,290 \n	\n	44,239 \n
\n	\n	\n	\n	\n
Operating expenses \n	\n	2,181,141 \n	\n	246,137 \n
Impairment of goodwill \n	\n	2,697,728 \n	\n	- \n
Total operating expenses \n	\n	4,878,869 \n	\n	246,137 \n
\n	\n	\n	\n	\n
Loss from operations \n	\n	(4,378,579) \n	\n	(201,898) \n
\n	\n	\n	\n	\n
Other income (expense) \n	\n	\n	\n	\n
Finance expense \n	\n	(532,115) \n	\n	(803,589) \n
Amortization of debt discounts \n	\n	(707,755) \n	\n	- \n
Change in fair value of Derivative Liability \n	\n	967,333 \n	\n	- \n
Gain (loss) on extinguishment of debt \n	\n	(12,013) \n	\n	7,724 \n
Loss on Disposal of Fixed Asset \n	\n	(1,000) \n	\n	- \n
Gain on sale \n	\n	8,200 \n	\n	- \n
Other Expense \n	\n	(17,621) \n	\n	- \n
Total Other Expenses \n	\n	(294,971) \n	\n	(795,865) \n
\n	\n	\n	\n	\n
Net loss before provision for income taxes \n	$ \n	(4,673,550) \n	$ \n	(997,763) \n
\n	\n	\n	\n	\n
Provision for income taxes \n	\n	- \n	\n	- \n
\n	\n	\n	\n	\n
Net (loss) \n	$ \n	(4,673,550) \n	$ \n	(997,763) \n
\n	\n	\n	\n	\n
Weighted-average common shares outstanding \n	\n	8,043,334 \n	\n	8,000,000 \n
Loss per share \n	$ \n	(0.58) \n	$ \n	(0.12) \n

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

F-4

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Common Stock

Series C Preferred Shares

Series D Preferred Shares

Additional
Paid-In

Accumulated

Amount

Capital

Deficit

Total

Balance, January 6, 2025 (Inception)

2,000,000

2,000

498,000

(500,000)

Shares issued related to acquisition of AP4L

4,960,000

4,960

2,500

1,235,040

(1,240,003)

Reverse re-capitalization

1,040,000

1,040

258,960

(884,015)

(624,015)

Conversion of promissory notes into Series D Preferred stock

810

809,999

810,000

Net loss

(997,763)

Balance, June 30, 2025

8,000,000

8,000

2,500

810

2,801,999

(3,621,781)

(811,778)

Shares issued related to commissions on convertible notes payable

11,591

23,168

23,180

Shares issued in conversion of convertible notes payable

65,492

55,523

55,588

Shares issued for consulting services

80,000

103,920

104,000

Shares issued as inducement to enter into convertible notes

45,000

35,955

36,000

Derivative liability converted to additional paid in capital

8,517

Net loss

(4,673,550)

Balance, June 30, 2026

8,202,083

8,202

2,500

810

3,029,082

(8,295,331)

(5,258,043)

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

F-5

APPLIFE DIGITAL SOLUTIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

	\n	Year Ended June 30, 2026 \n	\n	For the Period January 6, 2025 to June 30, 2025 \n
CASH FLOWS FROM OPERATING ACTIVITIES: \n	\n	\n	\n	\n
Net loss \n	\n	$(4,673,550) \n	\n	$(997,763) \n
Adjustments to reconcile net loss to net cash used in operating activities: \n	\n	\n	\n	\n
Finance expense \n	\n	532,115 \n	\n	803,589 \n
Goodwill impairment \n	\n	2,697,728 \n	\n	- \n
Amortization of debt discounts \n	\n	707,755 \n	\n	- \n
Professional fees incurred on convertible promissory notes \n	\n	40,810 \n	\n	- \n
Common and preferred stock issued for services \n	\n	269,265 \n	\n	- \n
Change in fair value of derivative liabilities \n	\n	(967,333) \n	\n	- \n
Loss on extinguishment of debt \n	\n	12,013 \n	\n	(7,724) \n
Loss on disposal of fixed asset \n	\n	1,000 \n	\n	- \n
Changes in operating assets and liabilities: \n	\n	\n	\n	\n
Prepaid expenses and other assets \n	\n	(40,500) \n	\n	- \n
Inventories \n	\n	18 \n	\n	- \n
Accounts payable and accrued expenses \n	\n	277,023 \n	\n	41,934 \n
Accounts payable and accrued expenses – related parties \n	\n	436,237 \n	\n	- \n
Other liabilities \n	\n	(45,573) \n	\n	- \n
Net cash (used) in operating activities \n	\n	(752,992) \n	\n	(159,964) \n
\n	\n	\n	\n	\n
CASH FLOWS FROM INVESTING ACTIVITIES: \n	\n	\n	\n	\n
Cash paid to purchase AP4L \n	\n	- \n	\n	(35,000) \n
Purchase consideration – Applife Digital Solutions \n	\n	- \n	\n	(150,000) \n
\n	\n	\n	\n	\n
Net cash (used) in investing activities \n	\n	- \n	\n	(185,000) \n
\n	\n	\n	\n	\n
CASH FLOWS FROM FINANCING ACTIVITIES: \n	\n	\n	\n	\n
Proceeds from promissory notes \n	\n	- \n	\n	600,000 \n
Payments on other liabilities \n	\n	- \n	\n	(143,639) \n
Proceeds from related party advances \n	\n	27,500 \n	\n	- \n
Proceeds from promissory notes – related parties \n	\n	20,000 \n	\n	- \n
Proceeds from promissory notes – non-related parties \n	\n	50,000 \n	\n	- \n
Proceeds from convertible promissory notes \n	\n	565,820 \n	\n	- \n
Net cash provided from financing activities \n	\n	663,320 \n	\n	456,361 \n
\n	\n	\n	\n	\n
Net (decrease) increase in cash and cash equivalents \n	\n	(89,672) \n	\n	111,397 \n
Cash and cash equivalents, beginning of period \n	\n	111,397 \n	\n	- \n
Cash and cash equivalents, end of period \n	\n	$21,725 \n	\n	$111,397 \n
\n	\n	\n	\n	\n
Supplemental disclosure of cash flow information: \n	\n	\n	\n	\n
Cash paid for interest \n	\n	$- \n	\n	$- \n
Cash paid for taxes \n	\n	$- \n	\n	$- \n
\n	\n	\n	\n	\n
Non-cash financing activities: \n	\n	\n	\n	\n
Acquisition of AP4L \n	\n	$- \n	\n	$2,696,018 \n
Issuance of Series B Preferred Stock to settle debt \n	\n	$- \n	\n	$845,000 \n
Effect of reverse capitalization \n	\n	$- \n	\n	$624,015 \n
Conversion of convertible debt into Preferred Series D \n	\n	$- \n	\n	$810,000 \n
Issuance of warrants with convertible debt \n	\n	$- \n	\n	$802,589 \n
Derivative liabilities converted to additional paid in capital \n	\n	$8,517 \n	\n	$- \n
Reclassification of related party advances to convertible promissory notes – related parties \n	\n	$47,500 \n	\n	$- \n
Shares issued in conversion of convertible promissory notes \n	\n	$55,588 \n	\n	$- \n
Derivative liabilities recorded as debt discount on convertible promissory notes \n	\n	$728,842 \n	\n	$- \n

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

F-6

APPLIFE DIGITAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Organization

APPlife Digital Solutions, Inc. (the “Company” or “Applife”) was formed March 5, 2018, in Nevada. The Company’s main operating subsidiary, Sugar Auto Parts, Inc. (“SAP”) is a Nevada corporation formed on January 6, 2025 (“inception”), by Mammoth Crest Capital, LLC, which is 50% owned by Michael Hill and Barrett Evans, who are related parties. The Company is headquartered in Santa Barbara, CA. The Company operates as an aftermarket automotive parts ecommerce business, specializing in online sales of suspension lift systems and related accessories through its flagship ecommerce platform. The Company serves customers across the United States, focusing on Jeep, truck, and SUV owners.

On April 30, 2025, SAP executed a Bill of Sale with AP4L ABC, LLC. (AP4L) to acquire substantially all of AP4L’s assets. Under the agreement, SAP purchased all intellectual property and general intangible assets, including domain names, the AP4L website and related rights, 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. SAP leverages its digital presence to serve customers across the United States, offering a wide selection of products for Jeep, truck, and SUV owners.

On June 13, 2025, the Company completed its acquisition of SAP (the “Merger”). In accordance with ASC 805 Business Combinations (“ASC 805”) the transaction was treated as a reverse acquisition for financial reporting purposes, with Applife treated as the legal acquirer and SAP treated as the accounting acquirer. The Company remains the continuing registrant and reporting company. Accordingly, the historical financial and operating data of the Company, which covers periods prior to the closing date of the Merger, reflects the assets, liabilities, and results of operations for SAP and does not reflect the assets, liabilities and results of operations of the Company for the periods prior to June 13, 2025 (Note 2 – Business Combinations). SAP conducted no business until April 2025. All goodwill recognized in this transaction has been impaired in the year ended June 30, 2026.

The Company does not currently have any international offices or subsidiaries. All management, business operations, and service providers are located in the United States, primarily in Nevada and California. The Company generates all of its revenue from its ecommerce platform serving U.S. customers, and there are no current plans to expand operations internationally.

On January 26, 2026, the Company received a Notice of Effectiveness for its S-1 registration.

On May 22, 2026, the Board of Directors (the “Board”) of APPlife Digital Solutions, Inc. (the “Company”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one-for-two hundred fifty (1-for-250) (the “Reverse Stock Split”). The Reverse Stock Split was authorized by the written consent, dated March 14, 2025, of the holder of a majority of the voting power of the Company’s outstanding stock, which authorized the Board to effect a reverse stock split at a ratio ranging from 1-for-100 up to 1-for-1,000, with the final ratio to be determined by the Board. The Company filed a definitive information statement on Schedule 14C describing that action with the Securities and Exchange Commission on April 28, 2025, for delivery to stockholders of record as of April 10, 2025.

To effect the Reverse Stock Split, the Company filed a Certificate of Change pursuant to NRS 78.209 (the “Certificate of Change”) with the Secretary of State of the State of Nevada on June 3, 2026, which also effected a proportionate reduction in the number of authorized shares of common stock from 5,000,000,000 shares to 20,000,000 shares. The Reverse Stock Split became effective at 12:01 a.m. on June 12, 2026 (the “Effective Time”).

At the Effective Time, every two hundred fifty (250) shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one (1) share of common stock. The Reverse Stock Split did not affect the number of authorized shares of preferred stock, the par value of the common stock, or the rights of stockholders, except for adjustments that result from the treatment of fractional shares described below.

No fractional shares were issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share of common stock as a result of the Reverse Stock Split instead received one (1) whole share of common stock in lieu thereof (i.e., fractional shares were rounded up to the next whole share).

F-7

The Reverse Stock Split applies to the shares of common stock issuable upon the exercise of the Company’s outstanding warrants and stock options, with proportionate adjustments made to the exercise prices thereof in accordance with their terms.

All common share and per share figures have been retroactively restated to account for this reverse split.

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 financing 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.

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.

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, 2026, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.

Income Taxes

To address accounting for uncertainty in tax positions, the Company clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. The Company also provides guidance on de-recognition, measurement, classification, interest, and penalties, accounting in interim periods, disclosure and transition.

The Company files income tax returns in the U.S. federal jurisdiction. The Company did not have any tax expense for the periods ended June 30, 2026 and 2025. The Company did not have any deferred tax liability or asset on its balance sheets as of June 30, 2026 and 2025.

Interest costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively, in the Company’s financial statements. For the periods ended June 30, 2026 and 2025, the Company did not recognize any interest or penalty expense related to income taxes. The Company believes that it is not reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months.

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

F-8

compensation, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, derivative liabilities, 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.

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

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 FASB ASC 718, Compensation – Stock Compensation (“ASC 718”). Following the Company's adoption of ASU

F-9

2018-07, awards to non-employees are measured and accounted for using the same model applied to employee awards, generally at grant-date fair value.

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.

Net Income (Loss) per Share

Basic net income (loss) per share is calculated by dividing the net income (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 income (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 the conversion of convertible preferred stock, convertible notes and warrants. Diluted net loss per common share is the same as basic net loss per common share for each period presented because the effect of all potentially dilutive securities would be anti-dilutive as a result of the Company's net loss. Potentially dilutive securities excluded from the calculation of diluted net loss per share include the Series B Preferred Stock, convertible into approximately 707,500 common shares, the Series C Preferred Stock, convertible into approximately 2,911,200 common shares, and the Series D Preferred Stock, convertible into 162,000 common shares, in each case as of June 30, 2026. There were also 162,000 potentially dilutive securities for the warrants and 1,269,095 for the convertible notes for the year ended June 30, 2026.

Fair Value of Financial Instruments

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to measure and 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, and accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these financial instruments.

Derivative Liabilities

FASB ASC 815, Derivatives and Hedging, requires all derivatives to be recorded on the consolidated balance sheet at fair value. As of June 30, 2026, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the warrant liability and the conversion feature bifurcated from our convertible notes. 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.

F-10

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.

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 year ended June 30, 2026, the Company recorded $2,697,728 in goodwill impairment charges.

Segment Information

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

Accounting Pronouncements

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update 2024-03 \"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)\" which requires that at each interim and annual reporting period an entity:

1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the listed expense categories.

2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027: either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company expects to enhance disclosures of expenses 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.

F-11

Recently Adopted Accounting Standards

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. The Company has adopted ASU 2023-09 as of July 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB also issued Accounting Standards Update 2024-04 \"Debt - Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The amendments are effective for the Company beginning with its fiscal year ending June 30, 2027. The Company is evaluating the amendments and does not expect their adoption to have a material impact on its consolidated financial statements.

Note 2 – Business Combinations

Acquisition of AP4L ABC, LLC

On April 30, 2025, SAP acquired certain of the assets of AP4L ABC, LLC (“AP4L”), including intellectual property, domain names, the AP4L website, and certain supplier relationships. The acquisition was structured as an asset purchase and was intended to support SAP’s ecommerce operations through its ecommerce platform. The following is a summary of the transaction:

\n\n\n\n\n\n\n\n\n\n\n\n\n

Assets acquired \n	\n
\n	\n
Inventory \n	$5,135 \n
Furniture and equipment \n	1,000 \n
Domain list \n	1,000 \n
\n	7,135 \n
\n	\n
Cash paid \n	$35,000 \n
Other items, net (see below) \n	50,000 \n
Liabilities assumed \n	2,619,863 \n
\n	2,704,863 \n
\n	\n
Goodwill acquired \n	$2,697,728 \n

The Company issued common shares and Series C preferred stock to certain parties related to the AP4L transaction. Other items, net and liabilities assumed together represent the $2,694,863 of liabilities assumed under the April 30, 2025 Bill of Sale, reduced by $26,710 of SAP’s pre-acquisition equity that was applied against the purchase price at the acquisition date, and increased by the $1,710 measurement-period adjustment described below. Goodwill of $2,696,018 was recorded at June 30, 2025. During the year ended June 30, 2026 the Company recorded a measurement-period adjustment of $1,710, increasing the carrying amount of goodwill to $2,697,728. All of the goodwill recognized in the above transaction has been impaired in the year ended June 30, 2026.

Reverse Acquisition with Sugar Auto Parts, Inc.

On June 13, 2025 (the \"Closing Date\"), SAP. closed an acquisition agreement with the Company (the “Merger”), as a result of which Applife assumed certain assets and liabilities of SAP. While Applife was the legal acquirer of SAP’s net assets in the Merger, for accounting purposes, the Merger is treated as a reverse recapitalization, whereby

F-12

SAP is deemed to be the accounting acquirer, and the historical financial statements of SAP became the historical financial statements of Applife upon the closing of the Merger. Under this method of accounting, Applife was treated as the “acquired” company and SAP is treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Merger was treated as the equivalent of SAP issuing stock for the net assets of Applife, accompanied by a recapitalization. The net assets of Applife were stated at historical cost, with no goodwill or other intangible assets recorded.

As consideration, 6,960,000 shares of 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 Holdings 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 Applife Holdings on the consolidated balance sheet as of June 30, 2026.

According to the terms of the acquisition agreement, 4,400 shares of Series B Preferred Stock were issued to 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.

The following is a summary of the Applife balance sheet prior to the reverse merger:

\n\n\n\n\n\n\n\n\n\n

\n	Recapitalization \n
Prepaids \n	$ \n	5,000 \n
Total assets \n	$ \n	5,000 \n
\n	\n	\n
Accounts payable and accrued expenses \n	$ \n	5,000 \n
Series B preferred stock, 4,400 shares, stated value of $440,000 \n	\n	326,434 \n
Total liabilities \n	\n	331,434 \n
\n	\n	\n
Applife equity at June 13, 2025; 1,040,000 shares of common stock \n	\n	(326,434) \n
Total liabilities and equity \n	$ \n	5,000 \n

The following table reconciles the elements of the Merger to the Statements of Shareholders' Equity (Deficit) after the reverse merger:

\n\n\n\n

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

The following table details the number of shares of Common Stock issued immediately following the consummation of the merger:

\n\n\n\n

\n	Number of Shares \n
Common Stock owned by Applife’s Pre-Merger shareholders \n	1,040,000 \n
Common Stock consideration issued to SAP due to Merger \n	6,960,000 \n
Total outstanding shares of Common Stock immediately after the Merger \n	8,000,000 \n

The following table details the number of shares of Series B Preferred Stock issued immediately following the consummation of the Merger:

\n\n\n\n

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

An additional 8,455 shares of Series B Preferred stock were issued in exchange for an assumed liability.

F-13

The following table details the number of shares of Series C Preferred Stock issued immediately following the consummation of the Merger:

\n\n\n\n

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

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, 2026.

Note 4 – Other Liabilities

Debt related to the assumed liabilities consisted of the following:

\n\n\n\n\n\n\n

	June 30, 2026 \n	\n	June 30, 2025 \n
Former SAP creditors – Credit facilities* \n	$ \n	47,975 \n	\n	$ \n	47,975 \n
Mammoth Crest Capital* \n	\n	910,000 \n	\n	\n	910,000 \n
Credit cards \n	\n	78,811 \n	\n	\n	79,839 \n
Chris Davenport * \n	\n	104,398 \n	\n	\n	133,496 \n
Vendor payables \n	\n	494,467 \n	\n	\n	508,204 \n
Total \n	$ \n	1,635,651 \n	\n	$ \n	1,679,514 \n

*Related parties as common shares have been issued to the creditors

Note 5 – Series B Preferred Stock

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 8,455 shares of Series B preferred stock upon the conversion of $845,500 of assumed liabilities from the acquisition of AP4L. 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 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. The Series B preferred stock was recorded at its fair value which was based on a third-party valuation. For the year ended June 30, 2026, the total amortized amount related to the debt discount was $153,320. As of June 30, 2026, the remaining unamortized debt discount reducing the principal balance was $178,468. The discount will be recognized as interest expense in the future. The following is a summary of the Series B preferred stock as of June 30, 2026.

\n\n\n\n

	*June 30, 2026* \n
Series B Preferred stock - 12,855 shares \n	$1,285,500 \n
Discount \n	(178,468) \n
Total \n	$1,107,032 \n

On December 8, 2025, the Company issued an additional 1,300 shares of Series B Preferred Stock under the same terms as the June 13, 2025 issuance to their directors as a bonus for filing the Form S-1. Amortization of the discount commenced January 1, 2026. For the period ended June 30, 2026, the total amortized amount related to the debt discount was $7,404. As of June 30, 2026, the remaining unamortized debt discount reducing the principal balance was $26,111. The discount will be recognized as interest expense in the future. The following is a summary of the Series B preferred stock as of June 30, 2026.

\n\n\n\n

	*June 30, 2026* \n
Series B Preferred stock – 1,300 shares \n	$130,000 \n
Discount \n	(26,111) \n
Total \n	$103,889 \n

F-14

On May 27, 2026, the Company issued 360 shares of Series B Preferred Stock for consulting services valued at $36,000. This amount was fully recorded at issuance and there is no discount associated with this.

The carrying amount of the Series B preferred stock as of June 30, 2026 and 2025 was as follows:

\n\n\n\n

	*June 30, 2026* \n	\n	*June 30, 2025* \n
Series B Preferred stock - 14,515 and 12,855, respectively \n	$1,451,500 \n	\n	$1,285,500 \n
Discount \n	(204,579) \n	\n	(331,788) \n
Total \n	$1,246,921 \n	\n	$953,712 \n

The Company amortized $160,724 in discount related to the Series B preferred stock for the year ended June 30, 2026.

Note 6 – Debt

Convertible Notes Payable

The Company entered into convertible notes payable as follows as of June 30, 2026. The chart below does not include convertible notes payable that were converted prior to July 1, 2025.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	June 30, \n 2026 \n	\n
\n	\n	\n	\n
Convertible note entered into August 1, 2025 due August 1, 2026; One-time interest charge of $22,440 (12%) added to principal at inception. OID of $20,000 on this convertible note. Note is in default as the Company failed to make their required payment and recorded an additional discount of $148,729 on January 30, 2026. \n	\n	$ \n	209,440 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 10, 2025 due November 10, 2026; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(a) \n	\n	67,200 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 10, 2025 due November 10, 2026; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(b) \n	\n	67,200 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 18, 2025 due November 18, 2026; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(c) \n	\n	58,948 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 20, 2025 due November 20, 2026; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(d) \n	\n	67,200 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 20, 2025 due August 20, 2026 at 5% interest per annum. OID and debt discount of $85,165 on this convertible note. This note is in default as of the date of this report. \n	(e) \n	\n	150,000 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 20, 2025 due August 20, 2026 at 8% interest per annum on the Equity Line of Credit. OID and debt discount of $127,748 on this convertible note. This note is in default as of the date of this report. \n	(f) \n	\n	225,000 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into November 25, 2025 due November 25, 2026; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(g) \n	\n	42,200 \n	\n
\n	\n	\n	\n	\n
Convertible note entered into March 9, 2026 due March 9, 2027; One-time interest charge of $7,200 (12%) added to principal at inception. OID and debt discount of $67,200 on this convertible note. \n	(h) \n	\n	67,200 \n	\n
\n	\n	\n	\n	\n
Total \n	\n	\n	954,388 \n	\n
Less: Discounts \n	\n	\n	(228,288) \n	\n
Current portion of convertible promissory notes \n	\n	$ \n	726,100 \n	\n

F-15

Promissory Notes – Non-related Parties

The Company entered into promissory notes with non-related parties as follows as of June 30, 2026.

\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	June 30, 2026 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into April 21, 2026 due earlier of October 21, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(j) \n	\n	5,000 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into April 22, 2026 due earlier of October 22, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(k) \n	\n	25,000 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into May 27, 2026 due earlier of November 27, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(n) \n	\n	10,000 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into June 5, 2026 due earlier of December 5, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(o) \n	\n	10,000 \n	\n
\n	\n	\n	\n	\n
Total \n	\n	$ \n	50,000 \n	\n
Less: Discounts \n	\n	\n	(10,250) \n	\n
Current portion of promissory notes – non-related parties \n	\n	$ \n	39,750 \n	\n

Promissory Notes – Related Parties

The Company entered into promissory notes with related parties as follows as of June 30, 2026.

\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n	June 30, \n 2026 \n	\n
Promissory note entered into April 10, 2026 due earlier of October 10, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(i) \n	\n	27,500 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into May 19, 2026 due earlier of November 19, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(l) \n	\n	10,000 \n	\n
\n	\n	\n	\n	\n
Promissory note entered into May 19, 2026 due earlier of November 19, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(m) \n	\n	5,000 \n	\n
\n	\n	\n	\n
Promissory note entered into June 25, 2026 due earlier of December 25, 2026 and the Company’s issuance of $1,000,000 in the sale of debt or equity to one or more investors who are not Affiliates, officers or directors. Interest will accrue at 10% per annum. \n	(p) \n	\n	5,000 \n	\n
\n	\n	\n	\n	\n
Total \n	\n	$ \n	47,500 \n	\n
Less: Discounts \n	\n	\n	(8,599) \n	\n
Current portion of promissory notes –related parties \n	\n	$ \n	38,901 \n	\n

F-16

Prior to July 1, 2025

The Company issued convertible debt with detachable warrants for $600,000 during the period ended June 30, 2025. The fair value of the warrants of $802,589 were determined based on a Black-Scholes calculation. Upon initial recognition of the convertible notes, the fair value of issued warrants exceeded the amount of proceeds. The resulting discount to the carrying amount of the convertible notes is amortized over the life of the note and recognized as interest expense under the effective interest method until the earliest of conversion date.

The initial allocation of the proceeds was as follows:

\n\n\n\n

\n	\n	\n
Fair value of the warrants issued \n	$ \n	802,589 \n
Discount on debt \n	\n	(600,000) \n
Initial finance cost \n	$ \n	202,589 \n

The debt discount was amortized to interest expense which brought the carrying amount of the convertible notes to $600,000. The total interest expense was $802,589. 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 valued at $810,000 using Black Scholes. This resulted in a loss on extinguishment of debt of $210,000.

Subsequent to July 1, 2025

Convertible Promissory Notes

On August 1, 2025, the Company entered into a twelve-month promissory note in the principal amount of $187,000 with an investor. The note contained a one-time interest charge of $22,440 (12%) which was added to the face amount of the note. The note is convertible into common stock at an original 25% discount to the average of the five trading day period immediately preceding the conversion date. The note is not convertible until the earlier of (i) an Event of Default; or (b) the date the Company fails to pay any Amortization payment (as defined in the Note) which commences January 30, 2026 and runs through the maturity date. The conversion price has now been updated as the Company had subsequent note issuances that contain a conversion price lower than the original conversion price contained in this note. The Company failed to make their required Amortization payment which triggered a default. As a result the Company recorded an additional discount of $148,729 which is reflected as a derivative liability. The Company is in default of this note effective January 30, 2026 and is required to recognize default interest at 15% per annum as a result and recorded an additional $13,090 in accrued interest through June 30, 2026.

On November 10, 2025, the Company entered into a twelve-month promissory note in the principal amount of $60,000 with an investor. The note contained a one-time interest charge of $7,200 (12%) which was added to the face amount of the note. The note is convertible into common stock at any time after the issuance date at a 35% discount multiplied by the lowest trading price of the common stock during the ten trading day period preceding the conversion date. A total of $7,280 in transaction costs and legal fees were netted from the proceeds received by the Company.

On November 18, 2025, the Company entered into a twelve-month promissory note in the principal amount of $60,000 with an investor. The note contained a one-time interest charge of $7,200 (12%) which was added to the face amount of the note. The note is convertible into common stock at any time after the issuance date at a 35% discount multiplied by the lowest trading price of the common stock during the ten trading day period preceding the conversion date. A total of $7,280 in transaction costs and legal fees were netted from the proceeds received by the Company. On January 26, 2026, the investor converted $8,252 of principal of this convertible note, together with a $1,750 conversion fee, into 8,512 shares of common stock.

On November 20, 2025, the Company entered into a twelve-month promissory note in the principal amount of $60,000 with an investor. The note contained a one-time interest charge of $7,200 (12%) which was added to the face amount of the note. The note is convertible into common stock at any time after the issuance date at a 35% discount multiplied by the lowest trading price of the common stock during the ten trading day period preceding the conversion date. A total of $3,780 in transaction costs fees were netted from the proceeds received by the Company.

F-17

On November 20, 2025, the Company entered into a nine-month promissory note in the principal amount of $150,000 with an investor. The note bears interest at a rate of 5%. The note is convertible into common stock at any time after the issuance date at a conversion price of $0.01 per share. The note is subject to an adjustment of this conversion price based on subsequent sales. Should a conversion price be lower, then the conversion price will be adjusted accordingly. On November 25, 2025 the conversion price changed to $0.008. A $25,000 charge for legal fees was netted from the proceeds received by the Company. On August 20, 2026, this note was in default.

On November 20, 2025, the Company entered into a nine-month promissory note in the principal amount of $225,000 with an investor in connection with an Equity Line of Credit Agreement entered into between the Company and the investor. The note bears interest at a rate of 8%. The note is convertible into common stock at any time after the issuance date at a conversion price of $0.01 per share. The note is subject to an adjustment of this conversion price based on subsequent sales. Should a conversion price be lower, then the conversion price will be adjusted accordingly. On November 25, 2025 the conversion price changed to $0.008. The entire note balance of $225,000 for transaction costs was netted from the proceeds received by the Company. See below for additional disclosure on the Equity Line of Credit. On August 20, 2026, this note was in default.

On November 25, 2025, the Company entered into a twelve-month promissory note in the principal amount of $60,000 with an investor. The note contained a one-time interest charge of $7,200 (12%) which was added to the face amount of the note. The note is convertible into common stock at any time after the issuance date at a 35% discount multiplied by the lowest trading price of the common stock during the ten trading day period preceding the conversion date. A total of $3,780 in transaction costs fees were netted from the proceeds received by the Company. In June 2026, the investor converted $25,000 of this convertible note.

On March 9, 2026, the Company entered into a twelve-month promissory note in the principal amount of $60,000 with an investor. The note contained a one-time interest charge of $7,200 (12%) which was added to the face amount of the note. The note is convertible into common stock at any time after the issuance date at a 35% discount multiplied by the lowest trading price of the common stock during the ten trading day period preceding the conversion date. A total of $3,780 in transaction costs fees were netted from the proceeds received by the Company.

Promissory Notes – Non-related Parties

On April 21, 2026, the Company entered into a Promissory Note with an individual in the amount of $5,000 with a maturity date of the earlier of (i) October 21, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $5,000 note. Interest shall accrue at 10% per annum on this note.

On April 22, 2026, the Company entered into a Promissory Note with an individual in the amount of $25,000 with a maturity date of the earlier of (i) October 22, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $25,000 note. Interest shall accrue at 10% per annum on this note.

On May 27, 2026, the Company entered into a Promissory Note with an individual in the amount of $10,000 with a maturity date of the earlier of (i) November 27, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $10,000 note. Interest shall accrue at 10% per annum on this note.

On June 5, 2026, the Company entered into a Promissory Note with an individual in the amount of $10,000 with a maturity date of the earlier of (i) December 5, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $10,000 note. Interest shall accrue at 10% per annum on this note.

F-18

Promissory Notes – Related Parties

On April 10, 2026, the Company entered into a Promissory Note with an individual in the amount of $27,500 with a maturity date of the earlier of (i) October 10, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $27,500 note. Interest shall accrue at 10% per annum on this note. This investor had made advances to the Company and then converted those advances on April 10, 2026 into a formalized note agreement.

On May 19, 2026, the Company entered into a Promissory Note with an individual in the amount of $10,000 with a maturity date of the earlier of (i) November 19, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $5,000 note. Interest shall accrue at 10% per annum on this note.

On May 19, 2026, the Company entered into a Promissory Note with an individual in the amount of $5,000 with a maturity date of the earlier of (i) November 19, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $5,000 note. Interest shall accrue at 10% per annum on this note.

On June 25, 2026, the Company entered into a Promissory Note with an individual in the amount of $5,000 with a maturity date of the earlier of (i) December 25, 2026 and (ii) the Company’s issuance or sale of debt or equity to one or more investors who are not Affiliates, officers, directors, employees or existing shareholders of the Company in one transaction or a series of related transactions, in a priced equity financing round with a fixed pre-money valuation, where the Company receives aggregate proceeds of at least $1,000,000 excluding the amount of principal and accrued interest under the $5,000 note. Interest shall accrue at 10% per annum on this note.

The Company recognized $28,680 in discounts on the related and non-related party promissory notes for the 33,000 common shares issued and 6,000 accrued common shares that were for inducements provided to the lenders for entering into these notes under ASC 470-20. There was $9,831 recorded as amortization for this discount in the year ended June 30, 2026.

Equity Line of Credit

On November 20, 2025, we entered into the Purchase Agreement with the CM Selling Stockholder (the “CM Purchase Agreement”), pursuant to which the CM Selling Stockholder has agreed to purchase from us up to $15,000,000 of our common stock (subject to certain limitations). Also, on November 20, 2025, we entered into a Registration Rights Agreement, with the CM Selling Stockholder, pursuant to which we agreed to file a registration statement with the SEC to register the Selling Stockholder’s resale of shares of common stock issuable by us pursuant to the CM Purchase Agreement. In addition, pursuant to the CM Purchase Agreement, we issued a Note in the amount of $225,000, (representing commitment fee valued at 1.5% of the CM Purchase Agreement amount).

The CM Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the CM Purchase Agreement, the Company may issue and sell to CM, and CM shall purchase from the Company, up to $15,000,000, subject to certain limitations including the Selling Stockholder’s 4.99% beneficial ownership limitation.

The CM Purchase Agreement and the sale of up to $15,000,000 of shares of common stock thereunder was approved by the Company’s Board of Directors on November 20, 2025.

F-19

The CM Purchase Agreement essentially gives us the right to put (or offer to sell) common stock to CM as described below. Specifically, the purchase and sale terms provided for by the CM Purchase Agreement are summarized as follows:

\n\n\n\n\n

(i) \n	Fixed Purchase. On any business day, the Company has the right to direct CM to purchase shares of common stock at a purchase price equal to 95% of the lower of (A) the daily volume weighted average price (“VWAP”) of the Company’s common stock for the five trading days immediately preceding the applicable purchase date for such Fixed Purchase and (B) the lowest trading price of a share of common stock on such date; provided that if the closing price of the common stock on such date is lower than such purchase price, then the purchase price shall be reduced to equal such closing price, and provided further that such purchases shall be subject to a daily limitation of $100,000; \n
\n	\n
(ii) \n	VWAP Purchase. On any business day, the Company has the right to direct CM to purchase common stock at a purchase price equal to 95% of the lower of (A) the closing sale price on such date and (B) the VWAP during the applicable VWAAP Purchase Period. , provided that such purchases shall be subject to a daily limitation of $100,000; and \n
\n	\n
(iii) \n	Additional VWAP Purchase. In addition to the foregoing, the Company also has the right to direct CM to purchase common stock at a purchase price equal to 95% of the lower of (A) the VWAP for the applicable Additional VWAP Purchase Period during the applicable Additional VWAP Purchase Date for such Additional VWAP Purchase, and (B) the Closing Sale Price of the Common Stock on such applicable Additional VWAP Purchase Date for such Additional VWAP Purchase, provided that such purchases shall be subject to a daily limitation of $100,000. \n

The foregoing purchase terms are subject to certain conditions and limitations, including daily volume and dollar amount limitations with respect to each type of purchase described above within a given day, and a 4.99% beneficial ownership limitation with respect to CM’s ownership of the Company’s common stock.

The Company agreed to comply with certain covenants and conditions under the CM Purchase Agreement, which are set forth therein.

Unless earlier terminated as provided under the CM Purchase Agreement, the CM Purchase Agreement shall terminate automatically on the earliest to occur of (i) the expiration of the registration statement of which this prospectus forms a part pursuant to Rule 415(a)(5) of the Securities Act, (ii) the date on which CM shall have purchased the maximum amount pursuant to the CM Purchase Agreement, (iii) the date on which the Company’s common stock shall have failed to be listed or quoted on the OTC Markets OTCID Basic Market or on another national securities exchange, (iv) 30 trading days following commencement of bankruptcy proceedings, and (v) the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.

In addition, the Company may terminate the CM Purchase Agreement by giving CM, one trading day’s prior written notice, and CM may terminate the CM Purchase Agreement by giving the Company 10 trading days’ prior written notice upon the occurrence of certain specified events which more particularly set forth in the CM Purchase Agreement, including any failure to maintain the effectiveness of a registration statement registering the resale of the shares of common stock issuable under the CM Purchase Agreement, failure to maintain listing of the common stock on the OTC Markets OTCID Basic Market or a national securities exchange, and the occurrence of certain other enumerated events.

Registration Rights Agreement

In connection with the CM Purchase Agreement, on November 20, 2025 the Company also entered into a Registration Rights Agreement with CM pursuant to which the Company agreed to register CM’s resale of the shares of common stock issuable under the CM Purchase Agreement (such shares, the “ELOC Shares”) on a registration statement on Form S-1 or S-3 filed with the SEC within 30 days of this Agreement and to cause such registration statement to be declared effective the earlier of (A) the 60th day following the date on which the Company was required to file such registration statement, if such registration statement is subject to review by the SEC, and (B) the third business day following the date the Company is notified by the SEC that such registration statement will not be reviewed. Like the CM Purchase Agreement, CM has agreed to waive the timing discussed in this paragraph but not the obligation. The Company filed a Form S-1 on December 8, 2025.

F-20

Interest Expense and Amortization of Discounts

In connection with the aforementioned convertible notes, promissory notes – non-related parties and promissory notes - related parties, the Company in the year ended recorded $532,115 in finance expense. As of June 30, 2026 there is $39,059 in accrued interest. The finance expense consisted of the following:

A summary of the finance expense is as follows:

\n\n\n\n

Origination fee on ELOC \n	\n	$ \n	225,000 \n
Derivative expense \n	\n	\n	136,861 \n
Interest expense and other \n	\n	\n	170,254 \n
Balance at June 30, 2026 \n	\n	$ \n	532,115 \n

For the year ended June 30, 2026, the Company recorded $547,031 in amortization of discount associated with these convertible notes payable, and promissory notes for related and non-related parties. The unamortized discount as of June 30, 2026 is $247,137. The Company also amortized $160,724 in discount on Series B preferred stock for a total amortization expense of $707,755.

Note 7 – Derivative Liabilities

Warrants Granted in June 13, 2025 Note Offering

The Company evaluated the Warrants in accordance with the guidance at ASC 480 and ASC 815-40 and 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 $0.02, exercise price of $0.02, term of three years, volatility of 138.79 – 545.82%, risk-free rate of 3.48 - 3.92%, and expected dividend rate of 0%).

A roll forward of the derivative liability is as follows:

\n\n\n

Balance at June 30, 2025 \n	\n	$ \n	802,589 \n
Change in fair value of derivative liability \n	\n	\n	(790,451) \n
Balance at June 30, 2026 \n	\n	$ \n	12,138 \n

Convertible Notes Issued Prior to July 1, 2025

The Company evaluated the terms of the Convertible Note issued in June 2025 in accordance with the guidance at ASC 815-40 and determined that prior to conversion, no liability characteristics existed to treat the conversion option as a derivative liability as the note is not yet convertible.

Convertible Notes Issued Subsequent to July 1, 2025

The Company evaluated the terms of the Convertible Note issued subsequent to July 1, 2025 in accordance with the guidance at ASC 815-40 and determined that each of the notes met the criteria necessary for bifurcation and the conversion option was reclassified to derivative liability as follows:

\n\n\n\n

Derivative Liability at Inception \n	\n	$ \n	865,703 \n
Change in fair value of derivative liability \n	\n	\n	(176,882) \n
Conversions of debt \n	\n	\n	(35,942) \n
Balance at June 30, 2026 \n	\n	$ \n	652,879 \n

As of June 30, 2026 the balance in derivative liabilities is $665,017 as follows:

A roll forward of the derivative liability is as follows:

\n\n\n\n\n

Balance at June 30, 2025 \n	\n	$ \n	802,589 \n
New additions \n	\n	\n	865,703 \n
Conversions of debt \n	\n	\n	(35,942) \n
Change in fair value of derivative liability \n	\n	\n	(967,333) \n
Balance at June 30, 2026 \n	\n	$ \n	665,017 \n

F-21

Note 8 – Equity

Capitalization

The Company is authorized to issue a total of 20,000,000 shares of Common Stock, and 10,000,000 of Preferred Stock, 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.

Common Stock

The Company is authorized to issue up to 20,000,000 shares of Common Stock and has 8,202,083 shares of Common Stock outstanding as of June 30, 2026. On November 25, 2025, the Company issued 11,591 shares of Common Stock for services valued at $23,180. On January 26, 2026, the Company issued 8,512 shares of common stock in conversion of $10,003 in convertible promissory notes. On March 9, 2026, the Company issued 80,000 shares of common stock for services to be rendered over a period of 6 months, valued at $104,000. The value was recorded as a prepaid expense and is being recognized as consulting expense over the service period; $64,000 was expensed in the year ended June 30, 2026 and $40,000 is included in prepaid expenses at June 30, 2026. On May 27, 2026, the Company issued 45,000 shares valued at $36,000 ($0.80 per share) as inducements: 33,000 shares ($26,400) to the lenders under the related and non-related party promissory notes, which were recorded as a debt discount under ASC 470-20 and are being amortized over the terms of the notes (see Note 6), and 12,000 shares ($9,600) to the Company’s Chief Executive Officer under the credit card facility, which were recorded as interest expense (see Note 11). On June 1, 2026, the Company issued 56,980 shares of common stock in conversion of $45,585 in convertible promissory notes. There was a 38 share adjustment due to the reverse split.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of Preferred Stock.

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, 2026. 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 four hundred (400). There were 15,000 Series A shares that were converted into 6,000,000 common shares.

Series B Convertible Preferred Stock

The Series B, par value $0.001, has 20,000 shares authorized, and 14,515 are issued and outstanding at June 30, 2026. 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, 2026. 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 Stock into which such holder's shares of Series C Stock are convertible immediately after the close of business on

F-22

the record date fixed for such meeting or the effective date of such written consent, plus such number of votes that equals twenty-five percent (25%) of the number of votes to which the holders of other securities of the Company are entitled as of such dates. The conversion of the Series C Stock shall be the product obtained by multiplying .0001 (or 0.01%) by the aggregate number of the Company's Common Stock, on a fully diluted basis, at the time of the Conversion. Because the conversion formula is expressed as a percentage of the Company’s Common Stock on a fully diluted basis rather than as a fixed number of shares, the Reverse Stock Split did not change the conversion terms of the Series C Stock. The Series C is subject to automatically convert into common stock in the event of a Qualified Financing as defined.

Series D Convertible Preferred Stock

The Series D, par value $0.001, has 10,000 shares authorized, and 810 issued and outstanding at June 30, 2026. The Series D shares have a stated value of $1,000 per share. The Holders shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its shareholders, before any amount shall be paid to the holders of any of shares of Junior Stock, 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 (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 $5.00, subject to adjustment as provided in the Certificate of Designation.

The Series D Preferred Stock include certain reset and anti-dilution provisions that could reduce the conversion prices and exercise prices thereof if and whenever the Company grants, issues or sells any shares of Common Stock for a consideration per share (the \"New Issuance Price\") less than a price equal to the Conversion Price in effect immediately prior to such granting, issuance or sale or deemed granting, 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.

The Board of Directors of the Corporation is authorized to provide, by resolution, for one or more 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 any series of Preferred Stock need not be identical to any other series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, 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 Board of Directors is authorized to increase the number of shares of the Preferred Stock designated for any existing series of Preferred Stock 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.

Note 9 – Leases

The Company leases approximately 1,275 square feet of office space located at 4580 North Rancho, Unit 110, Las Vegas, Nevada, from the Sergio and Cheryl Salzano Family Trust under a commercial lease agreement dated August 1, 2023. The lease has an initial term of three years, expiring July 31, 2026, and provides for a fixed monthly rental payment of $1,500, with an option to renew for one additional 12-month term through July 31, 2027. As the initial lease term exceeded twelve months, the Company accounts for this lease as an operating lease under ASC 842, Leases, and has recognized a corresponding right-of-use asset and lease liability.

On June 13, 2025, the Company also entered into a separate month-to-month operating lease for its other office space that commenced on the same date with EMC2 Capital, a related party. The lease renews automatically on a month-to-month basis and provides for a fixed monthly rental payment of $500. In accordance with ASC 842, Leases, this arrangement is accounted for as a short-term lease. Accordingly, no right-of-use asset or lease liability is

F-23

recognized for this lease, and the monthly rent is expensed as incurred. The operating lease right-of-use asset and lease liability on the consolidated balance sheet relate solely to the Las Vegas lease described above.

The Company’s weighted-average remaining lease term relating to its operating leases is 0.08 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, 2026:

\n\n\n

Year ending June 30, 2027 \n	\n	$ \n	1,500 \n
Less: Imputed interest \n	\n	\n	(15) \n
Present value of operating lease liabilities \n	\n	$ \n	1,485 \n

Note 10 – Segment Reporting

The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that 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.

The key measures of segment profit or loss reviewed by our CODM are revenue, cost of goods sold, and operating expenses. These items are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews these items to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 11 – Related Party Transactions

Promissory Note Payable

See note 6 for the promissory notes entered into with related parties.

Credit Card Facility Provided by the CEO

On April 15, 2026, the Company’s CEO agreed to provide a Credit Card for the Company to pay certain expenses needed for the business. The Company can charge up to $15,000 for up to six months. The balance must never exceed $15,000 at any time. The Company is required to make the minimum monthly payments during the six-month period on any outstanding balance. At the end of the six-month period, the Company is required to pay any outstanding balance in full.

In the event the Company fails to make the minimum monthly payment, exceeds the $15,000 limit, or fails to pay the balance in full at the end of the six-month term, the Company shall be in default. If in default, the Company is still obligated to pay the minimum monthly payment of any outstanding amounts due. If the Company defaults on payment, the Company shall be responsible for paying the CEO the costs of collection, including reasonable attorneys’ fees.

The balance on the card first exceeded the $15,000 limit on April 22, 2026, which is an event of default under the agreement, and the balance as of June 30, 2026 is $19,936. The Company has therefore been in default since April 22, 2026. The card carried no balance at the inception of the facility and all charges during the period were business expenses of the Company; the CEO made no personal charges on the card. The minimum monthly payments required by the card issuer have been made when due. The balance is included in accounts payable and accrued expenses – related parties at June 30, 2026. The Company’s CEO and the Company are currently negotiating a resolution of the balance in excess of the limit. The Company’s CEO has not initiated collection or other default proceedings as of the date of this report.

The Company issued 6,000 shares of common stock to the CEO for providing this Credit Card, and, as a result of the default, issued the additional 6,000 shares of common stock provided for under the agreement. All 12,000 shares were issued on May 27, 2026. The Company recorded $9,600 for these shares, based on 12,000 shares at $0.80 per share, in interest expense for the year ended June 30, 2026. Because the default occurred on April 22, 2026, one week after the effective date of the facility, and the shares are not subject to forfeiture or return, both tranches were recognized in the current period.

F-24

In lieu of interest, the Company pays the CEO 10% of the monthly closing balance, increasing to 15% during any period of default. Because the Company has been in default since April 22, 2026, which preceded the first monthly closing statement under the facility, the fee has been 15% of the monthly closing balance throughout. This monthly fee is separate from, and in addition to, the shares of common stock issued as consideration for the facility. Fees of $8,701 were charged for the year ended June 30, 2026, based on monthly closing balances of $19,013, $19,060 and $19,936. No portion of these fees has been paid, the entire amount is accrued and unpaid at June 30, 2026, and failure to pay the monthly fee when due is also an event of default under the agreement.

Note 12 – Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended June 30, 2026 and 2025:

SCHEDULE OF EFFECTIVE TAX RATE

\n\n\n\n\n\n\n\n\n\n

	June 30, 2026 \n	June 30, 2025 \n
Federal income taxes at statutory rate \n	21.00% \n	21.00% \n
State income taxes at statutory rate \n	1.41% \n	1.41% \n
Non-deductible interest and debt extinguishment \n	(3.18)% \n	(16.75)% \n
Applife deferred tax assets \n	- \n	519.62% \n
Other miscellaneous expenses \n	(1.82)% \n	- \n
Goodwill impairment \n	(12.12)% \n	- \n
Derivative expenses and changes in derivative liability \n	3.73% \n	- \n
Change in valuation allowance \n	(9.02)% \n	(525.28)% \n
Totals \n	0.00% \n	0.00% \n

Net deferred tax assets consist of the following components as of June 30, 2026 and 2025:

SCHEDULE OF NET DEFERRED TAX ASSETS

\n\n\n\n\n\n

	June 30, 2026 \n	June 30, 2025 \n
Deferred tax assets: \n	\n	\n
Net operating loss carryover \n	$5,662,601 \n	$5,249,474 \n
Goodwill \n	- \n	(8,383) \n
Valuation allowance \n	(5,662,601) \n	(5,241,091) \n
Net deferred tax asset \n	$- \n	$- \n

The income tax provision differs from the amount of income tax determined by applying the U.S. Federal income tax rate to pretax income from continuing operations for the years ended June 30, 2026 and 2025 due to the following:

SCHEDULE OF FEDERAL INCOME TAX RATE

\n\n\n\n\n\n\n\n\n\n

	June 30, 2026 \n	June 30, 2025 \n
Income tax expense (benefit) at U.S. federal statutory rate \n	$(981,445) \n	$(209,530) \n
Non-deductible interest and debt extinguishment \n	148,629 \n	167,154 \n
State taxes net of federal benefit \n	(65,885) \n	(14,092) \n
Applife deferred tax assets \n	- \n	(5,184,623) \n
Other miscellaneous differences \n	85,067 \n	- \n
Goodwill impairment \n	566,523 \n	- \n
Derivative expenses and changes in derivative liability \n	(174,399) \n	- \n
Valuation allowance \n	421,510 \n	5,241,091 \n
Income tax expense \n	$- \n	$- \n

Section 382 of the Internal Revenue Code provides an annual limitation on the amount of federal net operating losses and tax credits that may be used in the event of an ownership change. At June 30, 2026, the Company had net operating loss carryforwards totaling approximately $26,965,000. That amount includes approximately $19,000,000 of net operating losses of AppLife Digital incurred prior to the reverse merger. All net operating losses are subject to limitation under Section 382 as a result of the change in control of the Company. A full Section 382 analysis has not

F-25

been prepared, and the net operating loss carryforwards ultimately available to the Company may be materially less than the amounts stated above.

The Company classifies accrued interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. The Company did not accrue any penalties or interest as of June 30, 2026 and 2025.

The provision (benefit) for income taxes for continuing operations for the years ended June 30, 2026 and 2025 is as follows:

SCHEDULE OF PROVISION (BENEFITS) FOR INCOME TAXES

\n\n\n\n

	June 30, 2026 \n	June 30, 2025 \n
Current \n	$- \n	$- \n
Deferred \n	- \n	- \n
Total \n	$- \n	$- \n

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 through 2025 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.

Note 13 – Subsequent Events

Management has evaluated all subsequent events in accordance with ASC 855-10, Subsequent Events, through October 8, 2026, the date the financial statements were issued. No subsequent events requiring recognition or disclosure were identified during this period, other than the following:

On July 6, 2026, the Company entered into a promissory note with a non-related party for a period of one-year at 10% annual interest in the amount of $10,000. The Company is required to issue 4,000 shares as an inducement for this note.

On August 5, 2026, the Company entered into a convertible note for a period of one-year at 6% annual interest in the amount of $170,000.

On August 21, 2026, the Company issued 10,000 shares of common stock for the three note holders that were due as inducement for entering into the notes. 6,000 of these shares were accrued as of June 30, 2026.

Subsequent to June 30, 2026, the Company accrued an additional $5,894 of fees under the credit card facility with the Company’s Chief Executive Officer, based on monthly closing balances of $19,746 and $19,545 at the July 27, 2026 and August 27, 2026 statement closing dates. The balance remains in excess of the $15,000 limit, no fees have been paid, and the facility matures on October 15, 2026.

On August 20, 2026, the two convertible promissory notes payable to C/M Capital Master Fund, LP in the original principal amounts of $150,000 and $225,000 matured and were not repaid, and the Company is therefore in default under those notes.

F-26

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

There are no reportable events under this Item for the year ended June 30, 2026.

Item 9A. Controls and Procedures

Disclosure Controls and Procedure

We maintain disclosure 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, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Framework used by Management to Evaluate the Effectiveness of Internal Control over Financial Reporting

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and the related rule of the SEC, management assessed the effectiveness of our internal control over financial reporting using the Internal Control-Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment and for the reasons described below, management concluded that our internal control over financial reporting was not effective as of June 30, 2026.

Management’s Report on Internal Control over Financial 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, 2026 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, 2026. 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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information

During the fiscal year ended June 30, 2026, to the Company’s knowledge, none of the Company’s directors or officers (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

N/A

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 Sugar Auto Parts, Inc. 701 Anacapa Street, Suite C, Santa Barbara, California 93101.

\n\n\n\n

Name and Address \n	Age \n	Position \n
Michael Hill \n	50 \n	CEO, Secretary, Director \n
Barrett Evans \n	54 \n	CFO, Director \n
Matt Reid \n	51 \n	Director \n

Michael Hill

Mr. Hill is our Chairman, Chief Executive Officer and Secretary and also serves as the Chief Executive Officer of Sugar Auto Parts, Inc. since March 2025. Mr. Hill is a seasoned executive and corporate advisor with over 20 years in both the private and public sectors. In January 2024, He founded and currently serves as the Chief Executive Officer of CallsDirect, a digital media company. In 2019, Mr. Hill co-founded SLL Media, a digital media company and serves as the Chief Executive Officer. During 2015 to 2019 he served as a Director and the Chief Executive Officer of Total Sports Media, an online sports and entertainment media company. From 2000 to 2015 Mr. Hill owned and operated several sales and marketing companies. Prior to this, Mr. Hill served in the United States Navy, receiving the honor of Enlisted Surface Warfare Specialist.

Barrett Evans

Mr. Evans is our Chief Financial Officer and the managing director of EMC2 Capital, LLC, a family office founded in 2020. He has also served as the President of Montecito Capital since 2006. Mr. Evans is a Director and CEO of Phytanix Bio, and a director of Dryworld Brands since 2020. Before founding Montecito Capital, Mr. Evans was the managing director of eFund Capital. Mr. Evans has served as a member of numerous public and private companies as a consultant, founder, executive, and director. Mr. Evans brings years of experience and knowledge of public markets to the Company. Mr. Evans has a bachelor's degree in political science from the University of California, Santa Barbara. Mr. Evans is qualified to serve on the Board due to his prior board experience for several public companies.

Matthew Reid

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.

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 none of our directors is independent. See Item 13, “Certain Relationships and Related Transactions, and Director Independence — Director Independence.”

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.

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.

Delinquent Section 16(a) Reports

Based solely on our review of the reports filed with the SEC and written representations from our directors and executive officers, we believe that during fiscal 2026 the following reports were not filed on a timely basis: (i) Michael Hill did not timely file a Form 4 reporting the acquisition of 750 shares of Series B Preferred Stock on December 8, 2025, or a Form 4 reporting the acquisition of 12,000 shares of common stock on May 27, 2026; (ii) Barrett Evans did not timely file a Form 4 reporting the acquisition of 450 shares of Series B Preferred Stock on December 8, 2025; and (iii) Michael Hill and Barrett Evans each filed his initial statement of beneficial ownership on Form 3, which was due in June 2025, on October 24, 2025.

Insider Trading Policy

Our Board of Directors adopted an insider trading policy, effective September 30, 2026, governing the purchase, sale and other dispositions of the Company’s securities by our directors, officers, employees and consultants, and by the Company itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to us. Before that date, the Company had not adopted a written insider trading policy. A copy of the policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

ITEM 11. Executive Compensation

Summary Compensation

Michael Hill is party to an employment agreement with Sugar Auto Parts, Inc., our wholly owned subsidiary, entered into as of March 12, 2025 and effective as of March 1, 2025, under which he serves as Chief Executive Officer of Sugar Auto Parts. Sugar Auto Parts became our wholly owned subsidiary on June 13, 2025, when Mr. Hill also became our Chief Executive Officer, and the agreement remains in effect. The agreement has an initial term of three (3) years that renews automatically for successive one-year periods, provides for a base salary of $300,000 per year, and makes Mr. Hill eligible for an annual bonus of up to $175,000 under a bonus plan to be agreed upon by the parties.

Barrett Evans is party to an employment agreement with Sugar Auto Parts, Inc. on substantially the same terms, also entered into as of March 12, 2025 and effective as of March 1, 2025, under which he serves as Chief Financial Officer of Sugar Auto Parts. Mr. Evans became our Chief Financial Officer on June 13, 2025, and the agreement remains in effect. It provides for a base salary of $180,000 per year and eligibility for an annual bonus of up to $175,000.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended June 30, 2026 and 2025.

\n\n\n\n\n

Name and Principal Position \n	Fiscal Year \n	Salary ($)(1) \n	Bonus ($) \n	Stock Awards ($)(2) \n	All Other Compensation ($) \n	Total ($) \n
Michael Hill, Chief Executive Officer \n	2026 \n	300,000 \n	— \n	75,000 \n	— \n	375,000 \n
\n	2025 \n	— \n	— \n	— \n	— \n	— \n
Barrett Evans, Chief Financial Officer \n	2026 \n	180,000 \n	— \n	45,000 \n	— \n	225,000 \n
\n	2025 \n	— \n	— \n	— \n	— \n	— \n

(1) Salary amounts are the amounts earned under each officer’s employment agreement, including amounts accrued and unpaid at June 30, 2026. Mr. Hill and Mr. Evans waived the base salary payable under their employment agreements for the period from March 1, 2025, the effective date of the agreements, through June 30, 2025, and no salary was paid or accrued for fiscal 2025.

(2) Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the shares of Series B Preferred Stock issued on December 8, 2025 (750 shares to Mr. Hill and 450 shares to Mr. Evans), recorded at the $100 stated value per share.

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 separate compensation for their services as directors. The shares of Series B Preferred Stock issued to Mr. Hill and Mr. Evans on December 8, 2025 are reported in the Summary Compensation Table above. Mr. Reid did not receive any compensation during fiscal 2026.

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

Other than the employment agreements with Mr. Hill and Mr. Evans described above, the indemnification and advancement agreements described below and the credit card facility agreement with Mr. Hill described in Item 13, there are no employment or other contracts with our officers or directors. Under each employment agreement, if the employer terminates the agreement without cause, which it may do on 30 days’ written notice, the executive is entitled to payment for the full remaining term of the agreement, including accrued but unpaid base salary, bonuses and accrued vacation, and, if the executive signs a one-year non-competition agreement and a general release within seven days after termination, one additional year of base salary. If the executive resigns for Good Reason (as defined in the agreement, and including a material adverse change in duties, a reduction in base salary or a required relocation of more than 20 miles), the executive is entitled to unpaid base salary for the remaining term and accrued vacation, subject to signing a general release. Upon termination for cause or disability, the executive is entitled only to accrued but unpaid base salary and vacation, and upon the executive’s death his heirs are entitled to six months of base salary and accrued vacation. Sugar Auto Parts, Inc. has also entered into indemnification and advancement agreements with Mr. Hill and Mr. Evans, each dated March 12, 2025 and in the form filed as Exhibit 10.15, which require it to indemnify them and advance their expenses to the fullest extent permitted by applicable law. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

Option Grant Timing (Item 402(x))

The Company does not have a stock option plan, has not granted stock options, stock appreciation rights or similar option-like instruments to its named executive officers or directors, and has not adopted a formal policy on the timing of such awards. The Board of Directors does not take material nonpublic information into account in determining the timing or terms of equity awards, and the Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Because no option-like awards were granted during fiscal 2026, the tabular disclosure required by Item 402(x)(2) of Regulation S-K is not applicable.

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 2, 2026, 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 8,212,128 shares of our common stock issued and outstanding as of October 2, 2026 (after giving effect to the 1-for-250 reverse stock split effected June 12, 2026).

\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Name and Address of Beneficial Owner (1) \n	\n	Number of shares Beneficially Owned (2) \n	\n	Percent of Class Owned (2) \n	\n
\n	\n	\n	\n	\n	\n
Directors and Officers \n	\n	\n	\n	\n	\n
Michael Hill \n	\n	2,105,000 \n	\n	25.6 \n	% \n
Barrett Evans \n	\n	2,200,000 \n	\n	26.8 \n	% \n
Matthew Reid \n	\n	408,957 \n	\n	5.0 \n	% \n
All Directors and Officers as a Group \n	\n	2,713,957 \n	\n	33.0 \n	% \n
5% shareholders \n	\n	\n	\n	\n	\n
Michael Hill \n	\n	2,105,000 \n	\n	25.6 \n	% \n
Barrett Evans \n	\n	2,200,000 \n	\n	26.8 \n	% \n
Chris Davenport \n	\n	2,268,000 \n	\n	27.6 \n	% \n
\n	\n	\n	\n	\n	\n
5% shareholders as a group \n	\n	4,573,000 \n	\n	55.7 \n	% \n
Total Directors and Officers and 5% Shareholders \n	\n	4,981,957 \n	\n	60.7 \n	% \n

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

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 none of our three directors qualifies as an independent director under these rules. Mr. Hill and Mr. Evans are not independent because they serve as executive officers of the Company, and the board did not make an affirmative determination that Mr. Reid is independent.

Related-Party Transactions During Fiscal Year 2026

Promissory Note. On April 10, 2026 and May 19, 2026 the Company entered into a six month promissory note with SportsAlert Media, LLC for a total amount of $32,500. The note carries an interest rate of 10% per annum and shall convert a 20% discount to market.

Consulting agreement with Colby Hill. In May 2026, the Company approved a one-year consulting agreement with Colby Hill, the son of the Company’s Chief Executive Officer, providing for cash compensation of $3,000 per month and the issuance of 360 shares of Series B Preferred Stock. Mr. Colby Hill also holds a $10,000 promissory note of the Company.

Obligation to director. The Company has acknowledged an outstanding obligation of approximately $150,000 owed to Matthew Reid, a director of the Company, which the Company has committed to repay from the proceeds of future financings.

Obligation to Mammoth Crest Capital, LLC. Mammoth Crest Capital, LLC, which formed Sugar Auto Parts, Inc. and is owned 50% by Mr. Hill and 50% by Mr. Evans, is owed $910,000 by Sugar Auto Parts, Inc. The obligation was recorded as an assumed liability at June 30, 2025 in connection with the formation of Sugar Auto Parts, Inc. and its acquisition of the AP4L assets. No payments were made on the obligation during fiscal 2026, and $910,000 remained outstanding at June 30, 2026. Mammoth Crest Capital, LLC also holds 1,250 shares of Series C Preferred Stock. See Note 4 to the consolidated financial statements.

Obligation to Christopher Davenport. Christopher Davenport, who beneficially owns approximately 27.6% of our common stock and is the authorized user of the credit card facility described below, is a creditor of Sugar Auto Parts, Inc. for obligations assumed in connection with the AP4L asset acquisition. The amount owed to Mr. Davenport was $133,496 at June 30, 2025 and $104,398 at June 30, 2026. Mr. Davenport also holds 1,250 shares of Series C Preferred Stock. See Note 4 to the consolidated financial statements.

Credit card facility provided by the Chief Executive Officer. On April 15, 2026, Sugar Auto Parts, Inc., the Company’s wholly owned subsidiary, entered into a Credit Card Facility Agreement with Michael Hill, the Company’s Chief Executive Officer and Chairman of the Board, under which Mr. Hill made his personal credit card available for legitimate business expenses of the subsidiary and authorized Christopher Davenport to use the card on the Company’s behalf. The agreement was executed by all parties on April 23, 2026. The outstanding balance may not exceed $15,000 at any time, and the facility runs for six months, ending October 15, 2026, at which time the entire outstanding balance is payable in full. The Company must make the minimum monthly payment required by the card issuer and, in lieu of interest, pay Mr. Hill a monthly fee equal to 10% of the outstanding balance shown on each closing statement, increasing to 15% during any period of default, in each case due within ten days of the statement closing date. As additional consideration, the Company agreed to issue Mr. Hill 6,000 shares of common stock (1,500,000 shares before giving effect to the reverse stock split) upon execution of the agreement, and a further 6,000 shares (1,500,000 shares pre-split) immediately upon a default.

The Company is in default under the facility. The outstanding balance on the card first exceeded the $15,000 limit on April 22, 2026, which is an event of default under the agreement, and the balance was $19,936 at June 30, 2026. The card carried no balance at the inception of the facility, and all charges on the card during the period were business expenses of Sugar Auto Parts; Mr. Hill made no personal charges on the card. As a result of the default, the monthly fee payable to Mr. Hill increased from 10% to 15% of the outstanding balance, the additional 6,000 shares of common stock became issuable to Mr. Hill, and the Company became responsible for Mr. Hill’s costs of collection, including reasonable attorneys’ fees. All 12,000 shares — the 6,000 shares issuable upon execution and the 6,000 shares issuable upon default — were issued to Mr. Hill on May 27, 2026. The Company remains obligated to make the minimum monthly payments required by the card issuer and to repay the outstanding balance in full on October 15, 2026; the minimum monthly payments have been made when due. At June 30, 2026 the Company owed Mr. Hill $19,936 for the outstanding card balance and $8,701 of accrued and unpaid facility fees, or $28,637 in the aggregate. No portion of the monthly fee has been paid, and failure to pay the monthly fee when due is itself an event of default under the agreement. Mr. Hill has not initiated collection or other default proceedings, and the Company and Mr. Hill are discussing a resolution of the balance in excess of the limit. Because Mr. Hill is the Company’s Chief Executive Officer and Chairman of the Board, the Company’s obligations under the facility, including the default remedies, run to a related party and were not negotiated on an arm’s-length basis. See Note 11 to the consolidated financial statements.

The largest statement balance outstanding under the facility during fiscal 2026 was $19,936. At the August 27, 2026 statement closing date, the outstanding card balance was $19,545 and accrued and unpaid facility fees totaled $14,595. Expressed on an annual basis, the 15% monthly fee is equivalent to approximately 180% per year of the outstanding balance, in addition to the 12,000 shares of common stock, valued at $9,600, issued to Mr. Hill. The facility matures on October 15, 2026.

Insider preferred issuances. On December 8, 2025, the Company issued shares of Series B Preferred Stock to its officers and directors, including 750 shares of Series B Preferred Shares to Michael Hill, 450 shares of Series B Preferred Shares to Barrett Evans and, as a former officer, 100 shares of Series B Preferred Shares to Michael Wheeler.

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, 2026 and 2025 were approximately $42,500 and $41,000, 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 ended June 30, 2026.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

Exhibits

The exhibits listed in the following Exhibit Index are filed or furnished with, or incorporated by reference into, this Annual Report.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

Exhibit Number \n	\n	Description of Exhibit \n	\n	Filing \n
3.1 \n	\n	Articles of Incorporation \n	\n	Form S-1 (File No. 333-227688), filed 10/3/2018, Ex. 3.1 \n
3.2 \n	\n	Certificate of Designation of Series A Preferred Stock \n	\n	Form 8-K, filed 6/20/2025, Ex. 3.1 \n
3.3 \n	\n	Certificate of Designation of Series B Preferred Stock \n	\n	Form 8-K, filed 6/20/2025, Ex. 3.2 \n
3.4 \n	\n	Certificate of Designation of Series C Preferred Stock \n	\n	Form 8-K, filed 6/20/2025, Ex. 3.3 \n
3.5 \n	\n	Certificate of Designation of Series D Preferred Stock \n	\n	Form 8-K, filed 6/20/2025, Ex. 3.4 \n
3.6 \n	\n	Certificate of Change pursuant to NRS 78.209, filed with the Nevada Secretary of State on June 3, 2026 \n	\n	Filed herewith. \n
3.7 \n	\n	Bylaws \n	\n	Form S-1 (File No. 333-227688), filed 10/3/2018, Ex. 3.2 \n
4.1 \n	\n	Description of Securities \n	\n	Filed herewith. \n
4.2 \n	\n	Convertible Promissory Note dated August 1, 2025 issued to Labrys Fund II, L.P. \n	\n	Form 8-K, filed 8/7/2025, Ex. 4.1 \n
4.3 \n	\n	Convertible Promissory Note dated November 10, 2025 issued to Bionance, LLC \n	\n	Form 10-Q, filed 11/14/2025, Ex. 10.1 \n
4.4 \n	\n	Convertible Promissory Note dated November 10, 2025 issued to 104, LLC \n	\n	Form 10-Q, filed 11/14/2025, Ex. 10.2 \n
4.5 \n	\n	Convertible Promissory Note dated November 18, 2025 issued to Labrys Fund II, L.P. \n	\n	Form 8-K, filed 11/25/2025, Ex. 4.1 \n
4.6 \n	\n	Convertible Promissory Note dated November 19, 2025 issued to Tri-Bridge Ventures, LLC \n	\n	Form 8-K, filed 11/25/2025, Ex. 4.2 \n
4.7 \n	\n	Convertible Promissory Note dated November 20, 2025 issued to C/M Capital Master Fund, LP ($150,000) \n	\n	Form 8-K, filed 11/25/2025, Ex. 4.3 \n
4.8 \n	\n	Convertible Promissory Note dated November 25, 2025 issued to ClearThink Capital Partners, LLC \n	\n	Form 8-K, filed 11/25/2025, Ex. 4.4 \n
4.9 \n	\n	Convertible Promissory Note (Commitment Note) dated November 20, 2025 issued to C/M Capital Master Fund, LP ($225,000) \n	\n	Form 8-K, filed 11/25/2025, Ex. 4.5 \n
4.10 \n	\n	Convertible Promissory Note dated March 9, 2026 issued to ProActive Capital Partners, L.P. \n	\n	Form 8-K, filed 3/12/2026, Ex. 4.1 \n
4.11 \n	\n	Form of 6% Convertible Redeemable Promissory Note dated August 5, 2026 \n	\n	Form 8-K, filed 8/12/2026, Ex. 4.1 \n
10.1 \n	\n	Acquisition Agreement dated April 25, 2025 between the Company and Sugar Auto Parts, Inc. \n	\n	Form 8-K, filed 5/1/2025, Ex. 10.1 \n
10.2 \n	\n	Securities Purchase Agreement dated August 1, 2025 with Labrys Fund II, L.P. \n	\n	Form 8-K, filed 8/7/2025, Ex. 10.1 \n
10.3 \n	\n	Securities Purchase Agreement dated November 18, 2025 with Labrys Fund II, L.P. \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.1 \n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

10.4 \n	\n	Securities Purchase Agreement dated November 19, 2025 with Tri-Bridge Ventures, LLC \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.2 \n
10.5 \n	\n	Securities Purchase Agreement dated November 20, 2025 with C/M Capital Master Fund, LP \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.3 \n
10.6 \n	\n	Securities Purchase Agreement dated November 25, 2025 with ClearThink Capital Partners, LLC \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.4 \n
10.7 \n	\n	Common Stock Purchase Agreement dated November 20, 2025 with C/M Capital Master Fund, LP \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.6 \n
10.8 \n	\n	Registration Rights Agreement dated November 20, 2025 with C/M Capital Master Fund, LP \n	\n	Form 8-K, filed 11/25/2025, Ex. 10.7 \n
10.9 \n	\n	Securities Purchase Agreement dated March 9, 2026 with ProActive Capital Partners, L.P. \n	\n	Form 8-K, filed 3/12/2026, Ex. 10.1 \n
10.10 \n	\n	Investor Relations Advisory and Marketing Services Agreement dated March 9, 2026 with PCG Advisory, Inc. \n	\n	Form 8-K, filed 3/12/2026, Ex. 10.2 \n
10.11 \n	\n	Form of Securities Purchase Agreement dated August 5, 2026 \n	\n	Form 8-K, filed 8/12/2026, Ex. 10.1 \n
10.12 \n	\n	Credit Card Facility Agreement dated April 15, 2026 among Sugar Auto Parts, Inc., Michael Hill and Christopher Davenport \n	\n	Filed herewith. \n
10.13† \n	\n	Employment Agreement entered into as of March 12, 2025 between Sugar Auto Parts, Inc. and Michael Hill \n	\n	Filed herewith. \n
10.14† \n	\n	Employment Agreement entered into as of March 12, 2025 between Sugar Auto Parts, Inc. and Barrett Evans \n	\n	Filed herewith. \n
10.15† \n	\n	Form of Indemnification and Advancement Agreement entered into by Sugar Auto Parts, Inc. with each of Michael Hill and Barrett Evans, dated March 12, 2025 \n	\n	Filed herewith. \n
19 \n	\n	Insider Trading Policy \n	\n	Filed herewith. \n
21.1 \n	\n	Subsidiaries of the Registrant \n	\n	Filed herewith. \n
31.1 \n	\n	Certification of Principal Executive Officer Pursuant to Rule 13a-14 \n	\n	Filed herewith. \n
31.2 \n	\n	Certification of Principal Financial Officer Pursuant to Rule 13a-14 \n	\n	Filed herewith. \n
32.1 \n	\n	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act \n	\n	Filed herewith. \n
32.2 \n	\n	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act \n	\n	Filed herewith. \n
101.INS* \n	\n	XBRL Instance Document \n	\n	Filed herewith. \n
101.SCH* \n	\n	XBRL Taxonomy Extension Schema Document \n	\n	Filed herewith. \n
101.CAL* \n	\n	XBRL Taxonomy Extension Calculation Linkbase Document \n	\n	Filed herewith. \n
101.LAB* \n	\n	XBRL Taxonomy Extension Labels Linkbase Document \n	\n	Filed herewith. \n
101.PRE* \n	\n	XBRL Taxonomy Extension Presentation Linkbase Document \n	\n	Filed herewith. \n
101.DEF* \n	\n	XBRL Taxonomy Extension Definition Linkbase Document \n	\n	Filed herewith. \n
104 \n	\n	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) \n	\n	Filed herewith. \n

*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.

† Management contract or compensatory plan or arrangement. Exhibits incorporated by reference are identified by the form, filing date and exhibit number of the filing in which they were originally filed (Commission File No. 000-56144 unless otherwise noted).

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.

\n\n\n\n

\n	APPLIFE DIGITAL SOLUTIONS, INC. \n
\n	\n
Dated: October 8, 2026 \n	/s/ Michael Hill \n
\n	Michael Hill, Chief Executive Officer (Principal Executive Officer), Secretary and Director \n

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.

\n\n\n\n\n\n\n\n

Name \n	\n	Title \n	\n	Date \n
\n	\n	\n	\n	\n
/s/ Michael Hill \n	\n	Chief Executive Officer (Principal Executive Officer), Secretary and Director \n	\n	October 8, 2026 \n
Michael Hill \n	\n	\n	\n	\n
\n	\n	\n	\n	\n
/s/ Barrett Evans \n	\n	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director \n	\n	October 8, 2026 \n
Barrett Evans \n	\n	\n	\n	\n
\n	\n	\n	\n	\n

","original","zhKind","translation","complete",false,"ALDS","公司与财报","市场观察","政策与监管","宏观与美联储","观点与解读","其他","aihot","/items/i018imvy1p8j7ekjztacwtldx","https://www.sec.gov/Archives/edgar/data/1755101/000109690626001522/0001096906-26-001522-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1791676800&sig=72c3b858af523efd","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1791676800&sig=7a11775d33e5ce74 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1791676800&sig=6814978d6a0138cf 96w","changelogVersion","2026-10-01T08:00"]