As filed with the Securities and Exchange Commission on December 8, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

APPlife Digital Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada		4899		82-4868628
(State of Incorporation)		(Primary Standard Industrial Classification Number)		(IRS Employer Identification Number)

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

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

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

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Please send copies of all communications to:

BRUNSON CHANDLER & JONES, PLLC

175 South Main Street, Suite 1410

Salt Lake City, Utah 84111

801-303-5772

[email protected]

(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company ~~[X]~~☒ (do not check if a smaller reporting company) Emerging Growth Company ~~[X]~~☐

1This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER ~~JANUARY ___~~8, ~~2023~~2025

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~APPLIFE~~The ~~DIGITAL~~information ~~SOLUTIONS,~~in ~~INC~~this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~50,000,000~~Subject ~~Common~~to ~~Shares~~Completion Preliminary Prospectus dated December 8, 2025

~~The~~PROSPECTUS selling stockholder identified in this prospectus may offer an indeterminate number of shares of its common stock, which will consist of up to 50,000,000 shares of common stock to be sold by GHS Investments LLC (“GHS”) pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated December 15, 2022. If issued presently, the 50,000,000 of common stock registered for resale by GHS would represent 25.18% of our issued and outstanding shares of common stock as of December 30, 2022.FOR

~~The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale~~1, ~~at varying prices~~742,897,698 orSHARES atOF ~~negotiated~~COMMON ~~prices.~~STOCK

~~We will not receive any proceeds from the sale of the shares of our common stock by GHS. However~~40,500,000 weSHARES ~~will~~OF ~~receive~~COMMON ~~proceeds~~STOCK ~~from~~UNDERLYING our initial sale of shares to GHS pursuant to the Financing Agreement. We will sell shares to GHS at a price equal to 80% of the lowest trading price of our common stock during the ten (10) consecutive trading day period preceding on the date on which we deliver a put notice to GHS (the “Market Price”).WARRANTS1

~~GHS is an underwriter within the meaning of the Securities Act of 1933~~473, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event100,000 ~~any~~SHARES ~~commissions~~OF ~~received~~COMMON bySTOCK ~~such~~UNDERLYING ~~broker-dealers~~CONVERTIBLE orPREFERRED ~~agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.~~STOCK

~~Our common stock is traded on OTC Markets under the symbol “ALDS”. On December 29~~387, ~~2022~~775,000 ~~the~~SHARES ~~last~~OF ~~reported~~COMMON ~~sale~~STOCK ~~price~~UNDERLYING ~~for~~CONVERTIBLE ~~our common stock was $0.0182 per share.~~DEBENTURES

Prior to this offering, there has been a very limited market for our securities. While our common stock is on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market will develop in our securities.AND

~~This offering is highly speculative~~1,500,000,000 ~~and~~SHARES ~~these~~OF ~~securities~~COMMON ~~involve~~STOCK aUNDERLYING ~~high~~THE ~~degree~~CM ofPURCHASE risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.AGREEMENT

~~The~~APPLIFE ~~date~~DIGITAL ofSOLUTIONS ~~this prospectus is ________________, 2023~~INC.

2This prospectus relates to (i) the resale of 1,742,897,698 shares of common stock, par value $0.00001 per share (the “common stock” or “Common Shares”) held by certain shareholders named in this prospectus, (ii) the resale of 40,500,000 shares of common stock issuable upon the exercise of warrants (as defined below) held by certain of the selling security holders named in this prospectus, (iii) the issuance by us and resale of 473,100,000 shares of

common stock reserved for issuance upon the conversion of convertible preferred stock held by certain selling security holder(s) in this prospectus, (iv) 387,775,000 shares of common stock reserved for issuance upon the conversion of a convertible note held by a certain selling security holder in this prospectus, and (v) the issuance by us and resale of up to 1,500,000,000 shares of common stock upon the purchase by C/M Capital Master Fund LP, or “CM”, pursuant to the purchase agreement, dated November 20, 2025, that we entered into with CM (the “CM Purchase Agreement”). See the “CM Purchase Agreement” on page [ ] and Exhibit [ ] filed herewith).

We are registering the resale of such shares of issuable upon the exercise of warrants, shares of common stock issuable upon the exercise of convertible debentures, and shares of common stock which may be issuable to CM pursuant to the CM Purchase Agreement as required by and pursuant to registration rights agreements entered into with such selling security holders named in this prospectus.

We will receive proceeds from any exercise of the warrants by certain selling security holders named herein for cash, but not from the resale of the shares of common stock registered hereby.

We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The selling security holders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock.

Our common stock is quoted on The OTCID Basic Market under the symbol “ALDS.” The last reported sale price of our common stock on December 8, 2025, was $0.008 per share.

The shares of common stock being offered by the selling security holders have been or may be issued pursuant to purchase agreements, notes and warrant agreements with the Company. The prices at which the selling security holders may sell the shares will be solely determined by the selling security holders at their own discretion at prevailing market prices or in negotiated transactions (see “Plan of Distribution” on page [ ]).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling security holders.

CM and the other selling security holders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” on page [52] for more information about how the selling security holder may sell the shares of common stock being registered pursuant to this prospectus.

CM is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended with respect to the resale of common stock issuable to CM pursuant to the CM Purchase Agreement.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page [20] in this prospectus to read about the factors you should consider before buying shares of our common stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 8, 2025.

Table of Contents

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES	45
Item 4. USE OF PROCEEDS	1421
Item 5. DETERMINATION OF OFFERING PRICE	1421
Item 6. DILUTION	1421
Item 7. SELLING SECURITY HOLDER	1422
Item 8. PLAN OF DISTRIBUTION	1632
Item 9. DESCRIPTION OF SECURITIES TO BE REGISTERED	18
Item 9. SECURITIES TO BE REGISTERED	34
Item 10. INTERESTS OF NAMED EXPERTS AND COUNSEL	1937
Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT	2037
Item 11A. MATERIAL CHANGES	3148
Item 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.	3148
Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	3149
Item 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS	3149
Item 15. RECENT SALES OF UNREGISTERED SECURITIES	3149
FINANCIAL STATEMENTS	3253

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations, and prospects may have changed since those dates. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted.

In this prospectus, “APPlife” the “Company,” “we,” “us,” and “our” refer to APPlife Digital Solutions, Inc., a Nevada corporation.

Item 3. SUMMARY INFORMATION, RISK FACTORS, AND RATIO OF EARNINGS TO FIXED CHARGES

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Statements prior to making an investment decision.

Corporate Background

APPlife Digital Solutions, Inc. (the “Company” or “Applife”) was formed March 5, 2018, in Nevada. ~~and~~The ~~has~~Company’s ~~offices~~main inoperating ~~San Francisco~~subsidiary, ~~California~~Sugar ~~and~~Auto ~~Shanghai~~Parts, ~~China~~Inc. ~~Our~~ ~~office in San Francisco~~(“SAP”), ~~California~~was ~~allows~~formed uson toJanuary ~~take~~6, ~~advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity. Our offices in Shanghai~~2025, ~~China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such~~ as ~~the United States or Europe. The Company’s mission is using digital technology to create APPs and websites and to invest in other ecommerce or cloud-based businesses for~~ a ~~share~~Nevada ~~of their revenue~~corporation. ~~Our~~SAP ~~goal~~ is toheadquartered ~~build~~at ~~and~~701 ~~invest~~Anacapa inSt, ~~projects~~Suite ~~that make life~~C, ~~business~~Santa ~~and living easier~~Barbara, ~~more~~CA ~~efficient and just smarter~~93101.

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

~~Where You Can Find Us~~57

~~Our~~The ~~offices~~Company ~~are~~is ~~currently~~a ~~located~~development atstage 50company ~~California~~with ~~St.~~a limited operating history, ~~#1500~~operations, ~~San~~and ~~Francisco,~~revenues CAand ~~94111. Our~~will ~~telephone~~need ~~number~~to israise ~~(415)~~capital ~~439-5260~~to implement our planned operations.

4Reverse Merger Transaction

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

~~Summary of the Offering~~Products

Shares currently outstanding:		148,543,635
Shares being offered:		50,000,000
Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.
Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our initial sale of shares to GHS, pursuant to the Financing Agreement. The proceeds from the initial sale of shares will be used for the purpose of working capital and for potential acquisitions.
OTC Markets Symbol:		ALDS
Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

As of the period from inception through today’s date, we have generated limited revenue and incurred expenses and operating losses, as part of our developmental stage activities in building our ecommerce platform and Sugar Auto Parts marketplace. Our auto parts ecommerce platform is our primary ecommerce website, offering a comprehensive catalog of suspension lift kits and related accessories for Jeep, truck, and SUV owners. The platform allows customers to browse, compare, and purchase products online, with a focus on providing quality aftermarket parts and a user-friendly shopping experience. Our sources of revenue are expected to come from product purchases and, in the future, may include advertising and sponsorships.

~~Financial Summary~~Competition

~~The~~We ~~tables~~directly ~~and~~compete ~~information~~for ~~below~~buyers ~~are~~to ~~derived~~use ~~from~~our web sites over current ecommerce sites as well as sellers that utilize major marketplaces such as Amazon and eBay. However, we believe our ~~consolidated~~specialty ~~financial~~ecommerce ~~statements~~website ~~for~~offers ~~the~~substantial ~~twelve~~value-added ~~months~~content ~~ended~~including ~~June~~installation 30guides, ~~2022~~install videos, high impact photos, order customization and ~~2021~~live chat with a technical expert.

	June 30, 2022		June 30, 2021
Cash		189,233	$	250,073
Total Assets		261,471		34,113
Total Liabilities		1,265,864		1,683,487
Total Stockholder’s Equity (Deficit)		(1,004,393)		(1,350,426)

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

~~Statement~~Marketing ~~of Operations~~Strategy

	Year End June 30, 2022			Year EndJune 30, 2021
Revenue		28,162			4,951
Total Operating Expenses		3,012,414			3,719,355
Net Loss for the Period		(3,726,635	)		(4,226,840	)
Net Loss per Share		(0.07	)		(0.10	)

Our marketing strategy is carefully built and tailored for our ecommerce platform. We focus on digital advertising, search engine optimization, and targeted promotions aimed at automotive enthusiasts and professional installers. Our goal is to differentiate ourselves through product specialization, competitive pricing, and customer service, although limited financial resources have constrained marketing efforts and impacted growth.

5Employees

~~RISK~~The ~~FACTORS~~Company operates with a streamlined team structure. On June 13, 2025, Mr. Hill was appointed CEO and Chairman of the Board of Directors for Applife. As of June 13, 2025, Barrett Evans serves as CFO and Director of the Company. The Company does not currently have a large full-time staff. Instead, the company relies on its executive leadership and a network of independent contractors and professional service providers in the United States to support its operations, business management, accounting, and legal needs. All executive and management functions are based in the U.S., with no employees or contractors located internationally. The Company generates all its revenue from its ecommerce platform serving U.S. customers, and there are no current plans to develop operations outside the United States.

~~This~~We ~~investment~~are ~~has~~ a ~~high~~development ~~degree~~stage ofcompany ~~risk.~~with ~~Before~~a ~~you~~limited ~~invest~~operating ~~you~~history, ~~should~~operations, ~~carefully consider the risks~~ and ~~uncertainties~~revenues ~~described below~~ and ~~the~~we ~~other~~will ~~information~~need into ~~this~~raise ~~prospectus.~~capital Ifto ~~any~~implement ~~of the following risks actually occur,~~ our ~~business,~~planned ~~operating~~operations. ~~results~~If ~~and~~we ~~financial~~are ~~condition~~unable ~~could~~to bedo ~~harmed~~so, ~~and~~an ~~the~~entire ~~value~~investment ofin our stock could gobe ~~down~~lost. ~~This means you could lose all or a part of your investment.~~

~~Special Information Regarding Forward-Looking Statements~~58

~~Some~~Where ofYou ~~the~~Can ~~statements~~Find in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.Us

~~RISKS~~Our ~~RELATED~~offices TOare ~~OUR~~currently ~~BUSINESS~~located ~~AND~~at ~~INDUSTRY~~701 Anacapa Street, Suite C, Santa Barbara, CA 93101. Our telephone number is (805) 500-3205.

WeCM ~~have~~Purchase aAgreement ~~limited operating history,~~ and ~~our~~Registration ~~ability~~Rights ~~to generate revenue sufficient to support our operations is uncertain.~~Agreement

WeSummary were formed on March 5, 2018 and have only recently begun operations. We have a limited operational history upon which you can evaluate our potential for future success. Additionally, we are subject to additional risks associated with early-stage businesses, many of which will be beyond our control. These risks include uncertainty about our maintain or increase our revenues, our ability to limit our operational expenses, other operational difficulties, lack of sufficient capital, competition from more advanced companies selling similar floor safety products, and unanticipated problems, delays, and expenses relating to the ~~implementation of our business plan. We cannot ensure that we will operate profitably in the future, or that we will have adequate working capital to meet our obligations as they become due.~~Offering

We cannot guarantee continued sales of our products or services.

Shares currently outstanding:		2,002,897,698

Shares being offered:		1,500,000,000

Offering Price per share:		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices.

Use of Proceeds:		We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholder. However, we will receive proceeds from our sale of shares to CM, pursuant to the CM Purchase Agreement. The proceeds from the sale of shares pursuant to the CM Purchase Agreement will be used for the purpose of working capital and for potential acquisitions, as further detailed below in the “Use of Proceeds.”

OTC Markets Symbol:		ALDS

Risk Factors:		See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

~~The~~Financial ~~Company’s business is focused on providing digital technology to create Apps and websites~~Summary. We cannot provide any assurance that our products and services will sell or continue to sell at rates they have historically. Our products and services may become less attractive compared to competing products and services, and our business would be harmed.

WeThe ~~may~~tables beand ~~unable~~information tobelow ~~effectively~~are ~~implement~~derived from our ~~business~~consolidated ~~model~~financial statements for the twelve months ended June 30, 2025 and ~~expand.~~the quarter ended September 30, 2025

Our business model and growth and marketing strategy is predicated on its ability to introduce our products and services to the market. We cannot assure that we will be able to execute our business plan, introducing our products and services into new markets, that customers will embrace our products compared to competing products and services already well established in those markets, that any of the target markets will adopt our products and services, or that prospective customers will agree to pay the prices for our products and services in those new markets we plan to charge. In the event prospective customers resist our products and services and paying the prices we will charge, the Company’s business, financial condition, and results of operations will be materially and adversely affected.

	Year End
	June 30, 2025

Cash		111,397
Total Assets		2,832,751
Total Liabilities		3,644,529
Total Stockholder’s Equity (Deficit)		(811,778)

6Statement of Operations

We may incur significant debt to finance our operations.

	Year End
	June 30, 2025

Revenue		315,130
Total Operating Expenses		246,137
Net Loss for the Period		(997,763)
Net Loss per Share		0.00

There is no assurance that the Company will not incur debt in the future, that it will have sufficient funds to repay its indebtedness, or that the Company will not default on its debt, jeopardizing its business viability. Furthermore, the Company may not be able to borrow or raise additional capital in the future to meet the Company’s needs or to otherwise provide the capital necessary to conduct its business.59

The Company is dependent on the performance of certain personnel.

	Quarter Ended
	September 30, 2025

Cash		47,257
Total Assets		2,765,327
Total Liabilities		3,480,783
Total Stockholder’s Equity (Deficit)		(715,456)

The Company’s success depends substantially on the performance of its CEO and key employee, Matt Reid. Given the Company’s relatively early stage of development, the Company is dependent on its ability to retain and motivate high quality personnel. Although the Company believes it will be able to engage qualified personnel for such purposes, an inability to do so could materially adversely affect the Company’s ability to market, sell, and enhance its products. While Mr. Reid is currently devoting his full-time working efforts to the Company, other employees of the Company may only be available to the Company on a part-time basis. The loss of one or more of its key employees or the Company’s inability to hire and retain other qualified employees, including but not limited to research and development staff, sales staff, field staff, and corporate office support staff, could have a material adverse effect on the Company’s business.

	Quarter Ended
	September 30, 2025

Revenue		464,172
Total Operating Expenses		467,966
Net Income for the Period		96,322
Net gain per Share		0.00

~~The~~RISK ~~Company has not established consistent methods for determining the consideration paid to management.~~FACTORS

~~The~~This ~~consideration~~investment ~~being~~has ~~paid~~a byhigh ~~the~~degree ~~Company~~of ~~to its CEO, Mr~~risk. ~~Reid,~~Before ~~has~~you ~~not~~invest ~~been~~you ~~determined~~should ~~based~~carefully onconsider ~~arm’s~~the ~~length~~risks ~~negotiation.~~and ~~While~~uncertainties ~~management~~described ~~believes~~below ~~that~~and ~~Mr. Reid’s current compensation arrangement is fair for~~ the ~~work~~other ~~being~~information ~~performed,~~in ~~there~~this isprospectus. noIf ~~assurance~~any ~~that~~of the ~~consideration~~following torisks ~~management~~actually ~~reflects~~occur, ~~the~~our ~~true~~business, ~~market~~operating ~~value~~results ofand ~~his~~financial ~~services.~~condition ~~Additionally,~~could inbe ~~the future~~harmed, and the ~~Company~~value ~~may~~of ~~grant~~our ~~net~~stock ~~profits~~could ~~interests~~go todown. ~~its~~This ~~executive~~means ~~officers~~you incould ~~addition~~lose toall ~~stock~~or ~~options,~~a ~~which~~part ~~may further dilute shareholders’ ownership~~ of ~~the~~your ~~Company~~investment.

~~There~~Special isInformation noRegarding ~~guarantee~~Forward-Looking ~~that the Company will pay dividends to its shareholders.~~Statements

~~The~~Some ~~Company~~of ~~does~~the ~~not~~statements ~~anticipate~~in ~~declaring~~this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and ~~paying~~unknown ~~dividends~~risks, touncertainties ~~its~~and ~~shareholders~~other infactors ~~the~~which ~~near~~may ~~future.~~cause Itour isactual ~~the~~results, ~~Company’s~~performance ~~current~~or ~~intention~~achievements to ~~apply~~be ~~net~~materially ~~earnings,~~different iffrom any, infuture ~~the~~results, ~~foreseeable~~performance ~~future~~or toachievements ~~increasing~~expressed ~~its~~or ~~capital~~implied ~~base~~by ~~and~~these ~~marketing~~forward-looking statements. ~~Prospective~~These ~~investors~~factors ~~seeking~~include, oramong ~~needing~~others, ~~dividend~~the ~~income~~factors orset ~~liquidity~~forth ~~should~~herein ~~therefore~~under ~~not~~“Risk ~~purchase~~Factors.” ~~the~~The ~~Shares~~words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. ~~There~~We ~~can~~caution beyou nonot ~~assurance~~to ~~that~~place ~~the~~undue ~~Company~~reliance ~~will~~on ~~ever~~these ~~have~~forward-looking ~~sufficient~~statements. ~~earnings~~We undertake no obligation to ~~declare~~update and ~~pay~~revise ~~dividends~~any forward-looking statements or to publicly announce the ~~holders~~result of ~~the~~any ~~Company’s~~revisions ~~Common~~to ~~Stock,~~any ~~and~~of the forward-looking statements in this document to reflect any ~~event~~future or developments. However, athe ~~decision~~Private toSecurities ~~declare~~Litigation ~~and~~Reform ~~pay~~Act ~~dividends~~of 1995 is atnot ~~the~~available ~~sole~~to ~~discretion~~us as a non- reporting issuer. Further, Section 27A(b)(2)(D) of the ~~Company’s~~Securities ~~Board~~Act and Section 21E(b)(2)(D) of ~~Directors~~the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

ARISKS ~~small~~RELATED ~~group~~TO ofOUR ~~Company~~BUSINESS ~~employees~~AND ~~and their related parties hold a majority of the control of the Company.~~INDUSTRY

AsRisks ofRelated ~~December 30, 2022, the Company’s CEO, Mr. Reid, owns approximately 68.83% of the Company’s outstanding Common Stock. By virtue of such stock ownership, Mr. Reid is able~~ to ~~control~~Our the election of the members of the Company’s Board of Directors and to generally exercise control over the affairs of the Company. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control of the Company that might otherwise be beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to such management or that such conflicts will be resolved in a manner favorable to the Company.Business

~~Management~~Our ~~cannot~~independent ~~guarantee~~registered public accounting firm’s report contains an explanatory paragraph that ~~its~~expresses ~~relationship~~substantial ~~with~~doubt ~~the~~about ~~Company~~our ~~does~~ability ~~not~~to ~~create~~continue ~~conflicts~~as ofa ~~interest~~“going concern.”

~~The~~We ~~relationship~~have ofnot ~~management~~been profitable since our inception and ~~its~~have ~~affiliates~~had tolimited ~~the~~revenue ~~Company~~from ~~could~~our ~~create~~operations. ~~conflicts~~As of ~~interest~~June 30, 2025, we had $111,397 in cash and cash equivalents. ~~While~~During ~~management~~the ~~has~~period afrom ~~fiduciary~~January ~~duty~~6, 2025 to ~~the~~year ~~Company~~end June 30, it2025, ~~also~~we ~~determines~~had ~~its~~a ~~compensation~~net ~~from~~loss ~~the~~of ~~Company~~$997,763 and used cash in operating activities of approximately $159,964. ~~Management’s~~As ~~compensation~~of ~~from~~September 30, 2025, we had $47,257 in cash and cash equivalents. During the ~~Company~~quarter ~~has~~end ~~not~~September ~~been~~30, ~~determined~~2025, ~~pursuant~~we tohad ~~arm’s-length~~a ~~negotiation~~net gain of $96,322 and used cash in operating activities of approximately $214,140.

760

While we have historically been successful in raising capital to meet our working capital needs, our ability to continue raising such capital to enable the Company to continue its growth is not guaranteed. The Company’s ~~may~~continuation ~~sustain~~as ~~losses~~a ~~that~~going ~~cannot~~concern beis ~~recovered~~dependent ~~through~~upon ~~insurance~~its orability ~~other~~to ~~preventative~~generate ~~measures~~positive cash flows from operations and to secure additional sources of equity and/or debt financing.

~~There~~Our isindependent noauditors ~~assurance~~have ~~that~~included ~~the~~an ~~Company~~explanatory ~~will~~paragraph ~~not~~in ~~incur~~their ~~uninsured~~audit ~~liabilities~~report ~~and~~included ~~losses~~hereto regarding the Company’s ability to continue as a ~~result~~going ofconcern. ~~the~~This ~~conduct~~going ofconcern ~~its~~risk ~~business.~~may ~~The~~materially ~~Company~~limit ~~plans~~our ability to ~~maintain~~raise ~~comprehensive~~additional ~~liability~~funds ~~and~~through ~~property~~the ~~insurance~~issuance atof ~~customary~~new ~~levels.~~debt ~~The~~or ~~Company~~equity ~~will~~or ~~also~~may ~~evaluate~~adversely affect the ~~availability~~terms ~~and~~upon ~~cost~~which ofsuch ~~business~~capital ~~interruption~~may ~~insurance~~be available. ~~However,~~The ~~should~~inability ~~uninsured~~to ~~losses~~obtain ~~occur,~~sufficient ~~the~~financing ~~Shareholders~~on acceptable terms could ~~lose~~have ~~their~~a ~~invested~~material ~~capital~~adverse effect on the Company’s financial condition, results of operations, and business prospects.

WeThe ~~may~~Company beis ~~subject~~actively pursuing strategies to ~~liabilities~~mitigate these risks, focusing on increasing revenue generation from its existing product offerings and expanding its customer base. However, there can be no assurance that ~~are~~these ~~not~~efforts ~~readily~~will ~~identifiable~~prove atsuccessful ~~this~~or ~~time~~that the Company will achieve its intended financial stability. The failure to successfully address these going concern risks may materially and adversely affect the Company’s business, financial condition, and results of operations. Investors should consider the substantial risks and uncertainties inherent in the Company’s business before investing in the Company’s securities.

~~The~~Our ~~Company may have liabilities to affiliated or unaffiliated lenders. These liabilities would represent fixed costs we would be required to be pay~~business, ~~regardless~~results of ~~the~~operations, ~~level~~and offinancial ~~business~~condition ormay ~~profitability experienced by the Company. There is no assurance that the Company will~~ be ~~able~~adversely toimpacted ~~pay~~by ~~all of its liabilities. Furthermore,~~ the ~~Company~~resurgence ~~is always subject to the risk~~ of ~~litigation from customers, suppliers, employees, and others. Litigation can cause~~ the ~~Company~~global toCOVID-19 ~~incur~~pandemic ~~substantial~~or ~~expenses~~other ~~and, if cases are lost, judgments, and awards can add to the Company’s costs~~pandemics.

A significant outbreak, epidemic or pandemic of contagious diseases in any geographic area in which we operate or plan to operate could result in a health crisis adversely affecting the economies and financial markets in which we operate as well as the overall demand for our products. In addition, any preventative or protective actions that governments implement or that we take in response to a health crisis, such as travel restrictions, quarantines, or site closures, may interfere with the ~~course~~ability of ~~business~~our employees, ~~the~~suppliers ~~Company~~and ~~may~~customers ~~incur~~to ~~expenses~~perform ~~beyond~~their ~~what~~responsibilities. ~~was~~Such ~~anticipated~~results could have a materially adverse effect on our business.

~~Unanticipated~~While ~~costs may force~~ the ~~Company~~immediate toglobal ~~obtain~~impact ~~additional~~of ~~capital~~COVID-19 orhas ~~financing~~diminished, ~~from other sources or may cause~~ the ~~Company~~pandemic tohad ~~lose~~resulted ~~its~~in ~~entire~~structural ~~investment~~changes in ~~the~~supply ~~Company~~chains, iflabor itmarkets isand ~~unable~~global toeconomic ~~obtain the additional funds necessary to implement its business plan~~conditions. ~~There~~Geopolitical isconflicts, noinflationary ~~assurance~~pressures ~~that~~and ~~the~~continued ~~Company~~financial ~~will~~market bevolatility, ~~able~~worsened toby ~~obtain sufficient capital to implement its business plan successfully. If a greater investment is required in~~ the ~~business~~lingering ~~because~~effects of ~~cost~~the ~~overruns~~pandemic, ~~the~~have ~~probability~~attributed ofto ~~earning~~business auncertainty ~~profit~~and oroperational ~~a return of shareholder investment in the Company is diminished~~challenges.

~~The~~We ~~Company~~cannot ~~will~~predict ~~rely~~the onoccurrence, ~~management~~duration, toor ~~execute~~scope ~~the~~of ~~business~~future ~~plan~~COVID-19 resurgences or other pandemics, and ~~manage~~we know from the ~~Company’s~~COVID-19 ~~affairs~~pandemic that such events can have material impacts on supply networks, in-person labor availability and global financial markets volatility.

~~Under~~If ~~applicable~~another ~~state~~global health ~~corporate~~emergency ~~law and the By-Laws of the Company~~occurs, ~~the~~it ~~officers~~is ~~and~~likely ~~directors~~to ~~of the Company~~ have the ~~power~~effect ~~and authority to manage all aspects~~ of ~~the~~heightening ~~Company’s~~many ~~business. Shareholders must be willing to entrust all aspects~~ of the ~~Company’s~~other ~~business~~risks todescribed ~~its~~in ~~directors~~this ~~and~~“Risk ~~executive~~Factors” ~~officers~~section.

~~There~~We ~~is no assurance the Company~~ will ~~always~~need ~~have~~additional ~~adequate~~financing ~~capital~~in order to ~~conduct~~grow ~~its~~our business.

~~The~~From ~~Company~~time ~~will~~to ~~have~~time, ~~limited~~in ~~capital~~order ~~available~~to expand operations to ~~it.~~meet Ifcustomer ~~the~~demand, ~~Company’s~~we ~~entire~~will ~~original~~need to incur additional capital isexpenditures. ~~fully~~These ~~expended~~capital ~~and~~expenditures ~~additional~~are ~~costs~~intended ~~cannot~~to be funded from ~~borrowings~~third party sources, including the incurring of debt and/or the sale of additional equity securities. In addition to requiring additional financing to fund capital ~~from~~expenditures, ~~other~~we ~~sources~~may require additional financing to fund working capital, ~~then~~research ~~the~~and ~~Company’s~~development, ~~financial~~sales ~~condition~~and marketing, ~~results~~general and administrative expenditures and operating losses. The incurrence of ~~operations~~debt creates additional financial leverage and ~~business~~therefore ~~performance~~an ~~would~~increase in the financial risk of our operations. The sale of additional equity securities will be dilutive to the interests of current equity holders. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to us or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially ~~adversely~~adverse ~~affected~~impact on our business, financial condition and operating results.

~~The Company is required to indemnify its directors and officers.~~61

~~The~~We ~~Company’s~~are ~~By-Laws~~a ~~provide~~growth ~~that~~stage ~~the~~company ~~Company~~with ~~will~~a ~~indemnify~~history ~~its~~of ~~officers~~losses and ~~directors~~expect to ~~the~~incur ~~maximum~~significant ~~extent~~expenses ~~permitted~~and bycontinuing ~~Nevada~~losses ~~law. If the Company were called upon to indemnify an officer or director, then the portion of its assets expended~~ for ~~such purpose would reduce~~ the ~~amount~~foreseeable ~~otherwise available for the Company’s business~~future.

We ~~may~~have ~~encounter~~incurred ~~difficulties~~net ~~managing~~losses ~~any~~since ~~growth~~our inception. We believe net operating losses will decrease or become net income in the near future as we ramp up sales of our products, although we do intend to concurrently invest further into research and ifdevelopment weof our software platform. We are ~~unable~~unsure whether we will be profitable in the near future while we continue to doramp soup our product offerings, bolster our ~~business~~sales channels, ~~financial~~and ~~condition~~we cannot assure you that we will ever achieve or be able to maintain profitability in the future. For example, as we expand our product portfolio, we will need to manage costs effectively to sell those products at our expected margins. Failure to become profitable would materially and ~~results~~adversely affect the value of ~~operations~~your ~~may~~investment. If we are ever to achieve profitability, it will be ~~adversely~~dependent ~~affected~~upon our ability to successfully increase in sales volume at margin significant enough to cover operating expenses and fixed overhead, which may not occur.

IfWe wehave ~~are~~only ~~able~~sold toautomotive ~~successfully launch our apps and websites~~parts, ~~as our operations grow,~~ the ~~simultaneous~~market ~~management~~size of ~~development~~which is significant, ~~production~~but ~~and~~our ~~commercialization~~ability ~~across~~to ~~our~~reach ~~target~~significant ~~markets~~market ~~will~~share ~~become~~may ~~increasingly~~be ~~complex~~limited. ~~and~~Our ~~may~~long-term ~~result~~results independ ~~less~~upon ~~than~~our ~~optimal~~ability ~~allocation~~to ofsuccessfully ~~management~~introduce and ~~other~~market ~~administrative~~new ~~resources~~products, ~~increase~~which ~~our~~may ~~operating~~expose ~~expenses~~us to new and ~~harm~~increased ~~our~~challenges ~~operating~~and ~~results~~risks.

~~Our~~To ~~ability~~date, towe ~~effectively~~have ~~manage~~only ~~our~~sold ~~operations~~automotive parts, ~~growth~~the ~~and~~market ~~various~~size ~~projects~~of ~~across~~which is significant, but our ~~target~~ability ~~markets~~to ~~will~~reach ~~require~~significant usmarket toshare ~~make~~may ~~additional~~be ~~investments~~limited. Our growth strategy depends, in part, on our ~~infrastructure~~ability to ~~continue~~successfully tointroduce ~~improve~~and ~~our~~market ~~operational,~~additional ~~financial~~products. ~~and~~We ~~management~~will ~~controls~~need additional capital and ~~our~~this ~~reporting~~capital ~~systems~~may ~~and~~not ~~procedures~~be ~~and~~available on terms favorable to ~~attract~~us, ~~and~~if ~~retain~~at ~~sufficient~~all, ~~numbers~~which ofcould ~~talented~~adversely ~~employees~~affect our business, ~~which~~prospects, wefinancial ~~may~~condition, beresults ~~unable~~of tooperations, doand ~~effectively~~cash flows. WeIf ~~may~~we beare unable to successfully ~~manage~~introduce, ~~our~~integrate, ~~expenses~~and inmarket ~~the~~new ~~future~~products and services, ~~which~~our ~~may~~business, ~~negatively~~prospects, ~~impact~~financial ~~our~~condition, ~~gross~~results ~~margins~~of oroperations, ~~operating~~and ~~margins~~cash inflows ~~any~~may ~~particular~~be ~~quarter~~materially and adversely affected.

8We may not succeed in establishing, maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our products and our business, prospects, financial condition, results of operations and cash flows.

Our ~~success~~business ~~also~~and ~~depends~~prospects inheavily ~~part~~depend on our ~~management~~ability to develop, maintain and strengthen the Company’s ~~expertise~~brand. ~~managing~~If awe ~~public~~are ~~company~~not able to establish, maintain and strengthen our ~~management~~brand, ~~has~~we nomay ~~expertise~~lose inthe ~~this~~opportunity ~~area~~to build a critical mass of customers. IfOur ability to develop, maintain and strengthen our ~~management~~brand will depend heavily on our ability to provide high quality products and engage with our customers as intended, as well as depend on the success of our customer development and marketing efforts. The automobile accessory and parts industry is intensely competitive, and we may not ~~able~~be tosuccessful ~~manage~~in building, maintaining and strengthening the ~~company~~Company's ~~properly~~brand. asMany of our current and potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a ~~public~~strong ~~company~~brand, our business, ~~would~~prospects, financial condition, results of operations and cash flows could be ~~harmed~~materially and adversely impacted.

~~Matt~~In ~~Reid~~addition, ~~our~~we ~~CEO~~could ~~and~~be ~~director,~~subject ~~has~~to noadverse ~~experience~~publicity. inIn ~~management~~particular, ~~positions~~given ~~with~~the ~~public~~popularity ~~companies.~~of Ifsocial ~~our~~media, ~~management~~any isnegative ~~not~~publicity, ~~able~~whether totrue ~~successfully~~or ~~manage~~not, ~~the~~could ~~Company~~quickly asproliferate aand ~~public~~harm ~~company,~~consumer ~~including~~perceptions ~~complying~~and ~~with~~confidence ~~various~~in ~~regulatory,~~our ~~disclosure~~brand. ~~and~~In ~~reporting~~addition, ~~obligations~~from oftime ~~public~~to ~~companies~~time, our ~~business~~products ~~would~~may be ~~harmed~~evaluated and reviewed by third parties. Any negative reviews or reviews which compare us unfavorably to competitors could adversely affect consumer perception about our products.

~~Due~~The toUS ~~the~~Central ~~fact~~Bank ~~that~~has ~~our~~provided ~~sole~~forward-looking ~~officer~~guidance ~~and~~of ~~director~~high isinterest ~~located~~rates infor ~~China, your rights as an investor in~~ the ~~United~~near ~~States may be limited in the following ways~~future.

~~Our~~We ~~sole~~may ~~officer~~need ~~and~~to ~~director,~~invest ~~Matt~~in ~~Reid,~~additional ~~resides~~development inresources, ~~China~~media, and ~~operates~~software ~~the~~if ~~Company~~demand ~~from~~for ~~China.~~our Asproducts is higher than anticipated or if we secure a ~~result~~supplier deals with a major original equipment manufacturer (OEM). With high interest rates, asit anwill ~~investor~~be ~~you~~less financially attractive to finance such purchases, which may ~~have~~lead ~~difficulty~~to ~~with~~an ~~the~~otherwise ~~following:~~higher burn rate.

·Continued ~~effecting~~uncertain ~~service~~economic ofconditions, ~~process~~including ~~within~~inflation ~~the United States against our non-U.S. resident officer~~ and ~~director; · enforcing U.S. court judgments in~~ the ~~United~~risk ~~States based upon the civil liability provisions~~ of ~~the U.S. federal securities laws against the above-referenced foreign person; · enforcing U.S. court judgments in~~ a ~~Chinese~~global ~~court~~recession ~~based~~could onimpair ~~the~~our ~~civil~~ability ~~liability~~to ~~provisions~~forecast ofand ~~the~~may ~~U.S.~~harm ~~federal~~our ~~securities~~business, ~~laws~~operating ~~against~~results, ~~the~~including ~~above~~our ~~foreign~~revenue ~~person;~~growth and ·profitability, ~~bringing~~financial ancondition ~~original~~and ~~action~~cash ~~in a Chinese court to enforce liabilities based upon the U~~flows.~~S. federal securities laws against the above foreign person.~~

~~RISKS~~While ~~RELATED~~U.S. TOinflation ~~OUR~~rates ~~INTELLECTUAL~~have ~~PROPERTY~~come down from their 2022 highs, the U.S. economy is still experiencing higher than target inflation rates, and high inflation levels persist in many countries worldwide. Historically, we have not

~~We may become involved in intellectual property disputes, which may disrupt our business and require us to pay significant damage awards.~~62

~~Third~~experienced ~~parties~~significant ~~may~~inflation ~~sue~~risk usin ~~for~~our ~~intellectual~~business. ~~property infringement~~However, ~~which,~~our ifability ~~successful,~~to ~~could~~raise ~~disrupt~~ our ~~business~~product prices depends on market conditions, ~~cause~~and usthere tomay ~~pay~~be ~~significant~~periods ~~damage~~during ~~awards~~which orwe ~~require~~are usunable to ~~pay~~recover ~~licensing~~increases ~~fees~~in our costs fully. We ~~may~~In ~~also~~addition, bethe ~~required~~global toeconomy ~~pay~~suffers ~~penalties,~~from ~~judgments,~~slowing ~~royalties~~growth orand ~~significant~~elevated ~~settlement~~interest ~~costs. If~~rates, weand ~~fail~~many oreconomists are ~~unable~~still tounsure ~~develop~~whether ~~non-infringing~~a ~~technology~~global recession may begin in the near future. If the global economy slows, our business ~~could~~would ~~suffer~~likely be adversely affected.

~~Third~~Also, ~~parties~~a recession may ~~misappropriate~~result in job loss and lower discretionary funds among potential customers, lowering demand for automotive aftermarket accessories. Part of our ~~proprietary~~consumer ~~technologies~~base includes workers, ~~information~~particularly those in manufacturing and construction environments, orwho ~~trade~~may ~~secrets~~have ~~despite~~lower job security in the event of a ~~contractual~~recession ~~obligation~~and, ~~not~~thus, tohave dolower sodemand for automotive parts.

~~Third~~Our ~~parties~~business ~~(including joint venture, collaboration, development partners, contract manufacturers,~~ and ~~other~~operations ~~contractors~~would ~~and~~suffer ~~shipping~~in agents) may have custody or control of any proprietary processes and technologies developed by us. If proprietary technologies developed by us were stolen or misappropriated, they could be used by other parties who may be able to use the ~~technologies for their own commercial gain. In the~~ event ~~that~~of ~~any~~computer ~~proprietary~~system ~~technologies are developed and then misappropriated~~failures, itcyberattacks ~~could be difficult for us to challenge the misappropriation~~ or ~~prevent~~a ~~reverse~~deficiency ~~engineering, especially~~ in ~~countries~~our ~~with~~cybersecurity ~~limited~~or ~~legal~~a ~~and~~natural ~~intellectual property protection~~disaster.

~~RISKS~~There ~~RELATING~~are TOgrowing ~~OUR~~risks ~~COMMON~~related ~~STOCK~~to the security, confidentiality and integrity of personal and corporate information stored and transmitted electronically due to increasingly diverse and sophisticated threats to networks, systems and data security. Potential attacks span a spectrum from attacks by criminal hackers, hacktivists, and nation state or state-sponsored actors, to employee malfeasance and human or technological error. Cyberattacks against companies have increased in frequency and potential harm over time, and the methods used to gain unauthorized access constantly evolve, making it increasingly difficult to anticipate, prevent, and/or detect incidents successfully in every instance.

WeDespite ~~may~~the implementation of security measures, inour internal computer systems, and those of third parties on which we rely (including our vendors, contractors and other third-party partners who process information on our behalf or have access to our systems), are vulnerable to damage from computer viruses, malware, ransomware, phishing attacks and other forms of social engineering, denial-of-service attacks, third party or employee theft or misuse and other negligent actions, natural disasters, terrorism, war, telecommunication and electrical failures, cyberattacks or cyber-intrusions over the ~~future~~internet, ~~issue~~security ~~additional~~incidents, ~~common~~disruptions, ~~shares~~attachments to emails, ~~which~~persons ~~would~~inside ~~reduce~~our ~~investors’~~organization, ~~percent~~or persons with access to systems inside our organization. The risk of ~~ownership~~a security breach or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments, and ~~may~~cyber ~~dilute~~terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our ~~share~~operations, ~~value~~it could result in a material disruption of our product development programs. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims (including class claims) and liability, substantial remediation costs, regulatory enforcement, liability under data protection laws, additional reporting requirements and damage to our reputation, and the further development of our product candidates could be delayed.

Our ~~Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock, par value $0.001 per share, of which 148,543,635 shares are issued and outstanding as of December 30, 2022. The~~ future ~~issuance~~growth ~~of common stock~~ may ~~result~~be ~~in substantial dilution in the percentage of our common stock held by our then-existing shareholders~~limited. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

9Our ability to achieve our expansion objectives and to manage our growth effectively depends upon a variety of factors, including our ability to attract and retain skilled employees, to successfully position and market our products, to protect our existing intellectual property, to capitalize on the potential opportunities we are pursuing with third parties, and to acquire sufficient funding whether internally or externally. To accommodate growth and compete effectively, we will need working capital for marketing, develop additional procedures and controls and increase, train, motivate and manage our work force. There is no assurance that our personnel, systems, procedures and controls will be adequate to support our potential future operations. There is no assurance that we will generate higher revenues from our prospective sales partners nor be able to capitalize on additional third-party manufacturers.

~~Our~~We ~~common~~rely ~~shares~~on ~~are~~suppliers ~~subject~~for to the ~~“Penny~~production ~~Stock”~~of ~~rules~~all of ~~the SEC, and the trading market in~~ our ~~securities will likely be limited~~products, which ~~makes~~may ~~transactions~~hinder in our ~~stock~~ability ~~cumbersome~~to ~~and may reduce the value of an investment in our stock~~grow.

~~The~~We ~~Securities~~purchase ~~and~~all ~~Exchange~~of ~~Commission~~our ~~has~~products ~~adopted~~from ~~Rule~~suppliers. ~~15g-9~~We ~~which~~do ~~establishes~~not ~~the~~carry ~~definition~~significant inventories of athese ~~“penny~~finished ~~stock~~goods which,” ~~for~~if ~~the~~a ~~purposes~~supplier ~~relevant~~does tonot ushave inventory, ascould ~~any~~affect ~~equity~~our ~~security~~ability ~~that~~to ~~has~~sell athose ~~market~~products. ~~price~~Strategic ofinventories ~~less~~are ~~than~~typically ~~$5.00~~managed ~~per~~by ~~share~~the orsupplier ~~with~~based anon ~~exercise~~demand, ~~price~~but ofleaves ~~less~~us ~~than~~vulnerable ~~$5.00~~to ~~per~~the ~~share,~~supplier’s ~~subject~~judgment. toWhile ~~certain~~we ~~exceptions.~~only ~~For~~sell ~~any~~products ~~transaction~~that ~~involving~~are aphysically ~~penny~~in ~~stock,~~the ~~unless~~United ~~exempt~~States, our suppliers may be manufacturing or sourcing the ~~rules~~products ~~require:~~in other countries.

· That a broker or dealer approve a person’s account for transactions in penny stocks; and · The broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quality of the penny stock to be purchased.63

InWe ~~order~~rely toon ~~approve~~key apersonnel, ~~person’s~~especially ~~account~~Michael ~~for~~Hill, ~~transactions~~our inChief ~~penny~~Executive ~~stocks,~~Officer ~~the~~and ~~broker~~Chairman orof ~~dealer~~the ~~must:~~Board.

·Our ~~Obtain~~success ~~financial~~also ~~information~~will ~~and~~depend ~~investment~~in ~~experience~~large ~~objectives~~part ofon the ~~person;~~continued service of our key operational and ·management ~~Make~~personnel, aincluding ~~reasonable~~executive ~~determination~~staff, ~~that~~research ~~the~~and ~~transactions~~development, inmarketing ~~penny~~and ~~stocks~~sales ~~are~~staff. ~~suitable~~Most ~~for~~specifically, ~~that~~this ~~person~~includes ~~and~~Michael ~~the~~Hill, ~~person~~our ~~has~~Chief ~~sufficient~~Executive ~~knowledge~~Officer, who oversees the overall management and ~~experience~~future ingrowth. ~~financial~~Any ~~matters~~failure on our part to behire, ~~capable~~train ofand ~~evaluating~~retain ~~the~~a ~~risks~~sufficient number of ~~transactions~~qualified inprofessionals ~~penny~~could ~~stocks~~impair our business.

~~The~~We ~~broker~~depend oron ~~dealer~~intellectual ~~must~~property ~~also~~rights ~~deliver,~~that ~~prior~~may tobe ~~any~~infringed ~~transaction in a penny stock~~upon, aand ~~disclosure~~we ~~schedule~~may ~~prescribed~~infringe byupon the ~~Commission~~intellectual ~~relating~~property torights ~~the~~of ~~penny stock market, which, in highlight form:~~others.

·Our ~~Sets~~success ~~forth~~depends ~~the~~to ~~basis~~a onsignificant ~~which~~degree ~~the~~upon ~~broker~~our ability to develop, maintain and protect proprietary technologies. The Company doesn’t currently maintain any patents or ~~dealer~~patent ~~made~~pending ~~the~~applications. ~~suitability~~However, ~~determination;~~patents provide only limited protection of our intellectual property. The assertion of patent protection involves complex legal and ·factual ~~That~~determinations and is therefore uncertain and potentially expensive. We cannot provide assurance that any future patent applications filed will be granted, that the ~~broker~~scope of any patents we might obtain will be sufficiently broad to offer meaningful protection, or ~~dealer~~that ~~received~~we awill ~~signed~~develop additional proprietary technologies that are patentable. In fact, ~~written~~if ~~agreement~~any ~~from~~patents or patent applications filed with the ~~investor~~United ~~prior~~States Patent and Trademark Office could be successfully challenged, invalidated or circumvented. This could result in potential patent rights failing to ~~the~~create ~~transaction~~an effective competitive barrier. Losing a significant patent or failing to get a patent issued from a pending patent application we consider significant could have a material adverse effect on our business.

~~Generally,~~We ~~brokers~~ may not be ~~less~~able ~~willing~~ to ~~execute~~protect ~~transactions~~our inintellectual ~~securities~~property ~~subject~~rights tothroughout the ~~“penny~~world, ~~stock”~~which ~~rules.~~could ~~This~~negatively ~~may~~impact ~~make it more difficult for investors to dispose of~~ our ~~common stock and cause a decline in the market value of our stock~~business.

~~Disclosure~~Filing, ~~also~~prosecuting ~~has~~and todefending bepatents ~~made~~covering ~~about~~our ~~the~~current ~~risks~~and offuture ~~investing~~technology platforms in ~~penny~~all ~~stocks~~countries inworldwide ~~both~~would ~~public~~be ~~offerings~~prohibitively ~~and~~expensive. Competitors may use our technologies in ~~secondary~~jurisdictions ~~trading~~where ~~and~~we ~~about~~have ~~the~~or ~~commissions~~have ~~payable~~not obtained patent protection to ~~both~~develop ~~the~~their ~~broker-dealer~~own technology and, ~~the~~further, ~~registered~~may ~~representative,~~export ~~current~~otherwise ~~quotations~~infringing ~~for~~technologies ~~the~~to ~~securities~~territories ~~and~~where ~~the~~we ~~rights~~may ~~and~~obtain ~~remedies~~patent ~~available~~protection tobut anwhere ~~investor~~patent inenforcement ~~cases~~is ofnot ~~fraud~~as strong as that in ~~penny~~the ~~stock~~United ~~transactions~~States. ~~Finally,~~These ~~monthly~~technologies ~~statements~~may ~~have~~compete towith beour ~~sent~~technologies ~~disclosing~~in ~~recent~~jurisdictions ~~price~~where ~~information~~we ~~for~~do ~~the~~or ~~penny~~do ~~stock~~not ~~held~~have inany ~~the~~issued ~~account~~or licensed patents, and ~~information~~any onfuture ~~the~~patent ~~limited~~claims ~~market~~or inother ~~penny~~intellectual ~~stocks~~property rights may not be effective or sufficient to prevent them from so competing.

~~There~~Many iscompanies ahave ~~very~~encountered ~~limited~~significant ~~market~~problems ~~for~~in ~~our~~protecting ~~securities~~and defending intellectual property rights in foreign jurisdictions. ~~While~~The ~~our~~legal ~~common~~systems ~~stock~~of iscertain oncountries, particularly certain developing countries, do not favor the ~~OTC~~enforcement ~~Markets~~of patents, ~~there~~trade ~~has~~secrets ~~been~~and ~~negligible~~other ~~trading~~intellectual ~~volume~~property protection which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights, generally. ~~There~~Proceedings isto noenforce ~~guarantee~~our ~~that~~intellectual anproperty ~~active~~and ~~trading~~proprietary ~~market~~rights ~~will~~in ~~develop~~foreign jurisdictions could result in substantial costs and divert our ~~securities~~efforts and ifattention afrom ~~trading~~other ~~market~~aspects ~~does~~of ~~not~~our ~~develop~~business, ~~purchasers~~could put our patents at risk of being invalidated or interpreted narrowly, could put our ~~securities~~patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may ~~have~~not ~~difficulty~~prevail ~~selling~~in ~~their~~any ~~shares~~lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights worldwide may be inadequate to obtain a significant commercial advantage from the intellectual property we develop or license.

~~There~~Many iscountries ~~currently~~have nocompulsory ~~established~~licensing ~~public~~laws ~~trading~~under ~~market~~which ~~for~~a ~~our~~patent ~~securities,~~owner ~~and~~may anbe ~~active~~compelled ~~trading~~to ~~market~~grant inlicenses ~~our~~to ~~securities~~third ~~may~~parties. ~~not~~In ~~develop~~addition, many countries limit the enforceability of patents against government agencies or, ifgovernment ~~developed~~contractors. In these countries, the patent owner may ~~not~~have belimited ~~sustained~~remedies, which could materially diminish the value of such patent. ~~Accordingly~~If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, ~~investors~~our competitive position may ~~have~~be aimpaired, ~~difficult~~and ~~time~~our ~~selling~~business, ~~their~~financial ~~shares~~condition, results of operations and prospects may be adversely affected.

~~Our common stock is quoted through the OTC Markets, which may have an unfavorable impact on our stock price and liquidity.~~64

~~The~~Our ~~Company’s~~future ~~common~~potential ~~stock~~patents ismight ~~quoted~~not onprotect ~~the~~our ~~OTC~~technology ~~Markets~~from competitors, in which iscase awe ~~significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume~~ may benot ~~limited~~have byany ~~the~~exclusionary ~~fact~~advantage ~~that~~over ~~many~~competitors ~~major institutional investment funds, including mutual funds, follow a policy of not investing~~ in ~~OTC~~selling ~~Markets~~any ~~stocks~~products ~~and~~that ~~certain~~we ~~major~~may ~~brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile~~develop.

10Our commercial success will depend in part on our ability to obtain patents and protect our intellectual property rights for our technologies and any future technologies in the United States and other countries. If we do not adequately protect our technology and future technologies, competitors may be able to use or practice them and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability. The laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as U.S. laws, and we may encounter significant problems in protecting and defending proprietary rights in these countries. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and any future technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

~~The~~Any ~~trading~~trademarks ~~volume~~we ofmay ~~the~~obtain ~~Company’s common stock has been and~~ may ~~continue to~~ be ~~limited~~infringed ~~and~~or ~~sporadic.~~successfully ~~As a result~~challenged, ~~the~~resulting ~~quoted~~in ~~price~~harm ~~for~~to ~~the~~our ~~Company’s common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value~~business.

~~Additionally,~~We ~~the~~expect ~~securities~~to ofrely ~~small~~on ~~capitalization~~trademarks ~~companies~~as ~~may~~one ~~trade~~means ~~less~~to ~~frequently~~distinguish our products from our competitors’ products. Once we select trademarks and inapply ~~more~~to ~~limited~~register ~~volume~~them, ~~than~~our ~~those~~trademark ofapplications ~~more~~may ~~established~~not ~~companies~~be approved. ~~The~~Third ~~market~~parties ~~for~~may ~~small~~oppose ~~capitalization~~our ~~companies~~trademark isapplications ~~generally~~or ~~volatile,~~otherwise ~~with~~challenge ~~wide~~our ~~price~~use ~~fluctuations~~of ~~not~~the ~~necessarily~~trademarks. ~~related~~In the event that our trademarks are successfully challenged, we could be forced to ~~the~~rebrand ~~operating~~our ~~performance~~products, which could result in a loss of ~~such~~brand ~~companies~~recognition and could require us to devote resources to advertising and marketing new brands. Our competitors may infringe on our trademarks, and we may not have adequate resources to enforce our trademarks.

~~Trading~~Much ~~on the OTC Markets may be volatile and sporadic, which could depress the market price~~ of our ~~common~~intellectual ~~stock~~property ~~and~~is ~~make~~protected itas ~~difficult~~trade ~~for~~secrets ~~our~~or ~~stockholders~~confidential ~~to resell their shares~~know-how.

~~Our~~We ~~common~~consider ~~stock~~proprietary istrade ~~quoted~~secrets ~~on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due~~ to ~~many~~be ~~factors~~important ~~that may have little~~ to ~~do with~~ our ~~operations or~~ business ~~prospects~~. This ~~volatility~~type ~~could~~of ~~depress~~information ~~the~~must ~~market~~be ~~price~~protected ofdiligently ~~our~~by ~~common~~us ~~stock~~to ~~for~~protect ~~reasons~~its ~~unrelated~~disclosure to ~~operating performance. Moreover~~competitors, ~~OTC~~since ~~Markets~~legal isprotections ~~not~~after adisclosure ~~stock~~may ~~exchange,~~be ~~and~~minimal ~~trading~~or ofnon-existent. ~~securities~~Accordingly, onmuch ~~the~~of ~~OTC Markets is often more sporadic than~~ the ~~trading~~value of ~~securities~~this ~~listed~~intellectual onproperty ais ~~quotation~~dependent ~~system~~upon ~~like~~our ~~NASDAQ~~ability orto akeep ~~stock exchange like the American Stock Exchange. Accordingly,~~ our ~~shareholders~~trade ~~may have difficulty reselling any of their shares~~secrets.

~~State~~To ~~securities~~protect ~~laws~~this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, contractors and advisors to enter into confidentiality agreements with us. However, current or former employees, consultants, contractors and advisers may ~~limit~~unintentionally ~~secondary~~or ~~trading~~willfully disclose our confidential information to competitors, ~~which~~and confidentiality agreements may ~~restrict~~not ~~the~~provide ~~states~~an adequate remedy in ~~which~~the event of unauthorized disclosure of confidential information. Enforcing a claim that a third party illegally obtained, and ~~conditions~~is ~~under~~using, ~~which~~trade ~~you~~secrets ~~can~~is ~~sell~~expensive, ~~the~~time-consuming ~~shares~~and ~~offered~~unpredictable. byThe ~~this~~enforceability ~~prospectus~~of confidentiality agreements may vary from jurisdiction to jurisdiction.

~~Secondary~~Failure ~~trading~~to inobtain ~~common~~or ~~stock~~maintain ~~sold~~trade insecret ~~this~~protection ~~offering~~could ~~will~~adversely ~~not~~affect beour ~~possible~~competitive inposition. ~~any~~Moreover, ~~state~~our ~~until~~competitors ~~the~~may ~~common~~independently ~~stock~~develop issubstantially ~~qualified~~equivalent ~~for~~proprietary ~~sale~~information ~~under~~and ~~the~~may ~~applicable~~even ~~securities~~apply ~~laws~~for ofpatent ~~the~~protection ~~state or there is confirmation that an exemption, such as listing~~ in ~~certain~~respect ~~recognized~~of ~~securities manuals, is available for secondary trading in~~ the ~~state~~same. If wesuccessful ~~fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock~~ in ~~any~~obtaining ~~particular~~such ~~state,~~patent ~~the common stock could not be offered or sold to~~protection, ~~or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in~~ our ~~common~~competitors ~~stock, the liquidity for the common stock~~ could belimit ~~significantly~~our ~~impacted~~use ~~thus~~of ~~causing~~such ~~you~~trade ~~to realize a loss on your investment~~secrets.

We may ~~issue~~be ~~shares~~subject ofto ~~preferred~~claims ~~stock~~challenging in the ~~future~~inventorship ~~that~~or ~~may~~ownership ~~adversely impact your rights as holders~~ of our ~~common~~intellectual ~~stock~~property.

~~Because~~We ~~our~~may ~~CEO~~also ~~and~~be ~~director,~~subject ~~Mr.~~to ~~Reid,~~claims ~~owns~~that aformer ~~majority~~employees, ~~of our outstanding common stock~~suppliers, hecollaborators ~~could~~or ~~authorize~~other ~~our~~third ~~Board~~parties ofhave ~~Directors~~an toownership ~~determine~~interest ~~the~~in ~~relative~~our ~~rights~~intellectual ~~and~~property. ~~preferences~~We ofmay ~~preferred~~be ~~shares~~subject ~~without~~to ~~further~~ownership ~~stockholder~~disputes ~~approval.~~in Asthe afuture ~~result~~arising, ~~our~~for ~~Board~~example, offrom ~~Directors~~conflicting ~~could~~obligations ~~then authorize the issuance~~ of asuppliers, ~~series~~consultants ofor ~~preferred~~others ~~stock~~who ~~that~~are ~~would~~involved ~~grant~~in todeveloping ~~holders preferred rights to~~ our ~~assets~~technologies. ~~upon~~Litigation ~~liquidation,~~may ~~the~~be ~~right~~necessary to ~~receive~~defend ~~dividends~~against ~~before~~these ~~dividends~~and ~~are~~other ~~declared~~claims tochallenging ~~holders~~inventorship ofor ~~our~~ownership. ~~common~~If ~~stock,~~we ~~and~~fail ~~the~~in ~~right~~defending toany ~~the redemption of~~ such ~~preferred shares~~claims, ~~together~~in ~~with~~addition ~~a premium, prior~~ to ~~the~~paying ~~redemption~~monetary ofdamages, ~~the common stock. To the extent that~~ we domay ~~issue~~lose ~~shares~~valuable ofintellectual ~~preferred~~property ~~stock~~rights, ~~your~~such ~~rights~~ as ~~holders~~exclusive ownership of, ~~common~~or ~~stock~~right ~~could~~to ~~be impaired thereby~~use, ~~including,~~valuable ~~without~~intellectual ~~limitation, dilution of your ownership interests in us~~property. InSuch ~~addition,~~an ~~shares~~outcome ofcould ~~preferred~~have ~~stock~~a ~~could~~material beadverse ~~issued~~effect ~~with~~on ~~terms~~our ~~calculated~~business. toEven ~~delay~~if orwe ~~prevent~~are asuccessful ~~change~~ in ~~control~~defending oragainst ~~make~~such ~~removal of management more difficult~~claims, ~~which~~litigation ~~may~~could ~~not~~result be in ~~your~~substantial ~~interest~~costs asand be a ~~holder~~distraction ofto ~~common~~management ~~stock~~and employees.

~~We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.~~65

WeIntellectual ~~may~~property ~~finance~~rights ~~our~~do ~~operations~~not ~~and~~necessarily ~~develop~~address ~~strategic~~all ~~relationships~~potential bythreats issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to ~~those of~~ our ~~existing stock~~business. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline.

11The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business. The following examples are illustrative:

~~There~~●others may be ~~deficiencies~~able ~~with~~to ~~our~~develop ~~internal~~technologies ~~controls~~ that ~~require~~are ~~improvements,~~similar ~~and~~to ifour wetechnology platforms but that are ~~unable~~not tocovered ~~adequately~~by ~~evaluate~~the ~~internal~~claims ~~controls,~~of weany ~~may~~patents, beshould ~~subject~~they toissue, ~~sanctions~~that bywe ~~the~~own ~~SEC.~~or license;

We are exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller reporting company and emerging growth company, ●we ~~will~~might not be ~~required to provide a report on~~ the ~~effectiveness~~first ofto ~~our~~file ~~internal~~patent ~~controls~~applications ~~over~~covering ~~financial~~certain ~~reporting~~aspects until our second annual report, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective and therefore there is a greater likelihood of ~~undiscovered errors in~~ our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC.inventions;

We●others ~~are~~may ~~susceptible~~independently todevelop ~~general~~similar ~~economic~~or ~~conditions,~~alternative ~~natural~~technologies ~~catastrophic~~or ~~events~~duplicate ~~and~~any ~~public~~of ~~health~~our ~~crises,~~technologies ~~and~~without ainfringing ~~potential downturn in advertising and marketing spending by advertisers could adversely affect~~ our ~~operating~~intellectual ~~results~~property ~~in the near future.~~rights;

~~Our~~●it ~~business~~ is ~~subject~~possible tothat ~~the~~any impact of natural catastrophic events, such as earthquakes, or floods, public health crisis, such as disease outbreaks, epidemics, or pandemics, and all these could result in a decrease or sharp downturn of economies, including our markets and business locations in the current and future ~~periods.~~patent ~~The~~applications outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will ~~depend~~not onlead future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to ~~attempt~~issued to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operationspatents;

~~RISKS~~●our ~~RELATED~~competitors TOmight ~~THE~~conduct ~~OFFERING~~research and development activities in the United States and other countries that provide a safe harbor from infringement claims for certain research and development activities, and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

~~Our~~●we ~~existing stockholders~~ may ~~experience~~not ~~significant~~develop ~~dilution~~additional ~~from~~proprietary ~~the~~technologies ~~sale~~that ofare ~~our~~patentable; ~~common stock pursuant to the GHS Financing Agreement.~~and

~~The~~●the ~~sale~~patents of ~~our~~others ~~common stock to GHS Investments LLC in accordance with the Financing Agreement~~ may have aan ~~dilutive~~adverse ~~impact~~effect on our ~~shareholders~~business. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

~~The~~We ~~perceived~~may ~~risk~~need ofto ~~dilution~~defend ~~may~~ourselves ~~cause~~against ~~our~~patent ~~stockholders~~or totrademark ~~sell~~infringement ~~their shares~~claims, which may ~~cause~~be atime-consuming ~~decline in the price of our common stock. Moreover, the perceived risk of dilution~~ and ~~the~~cause ~~resulting~~us ~~downward pressure on our stock price could encourage investors~~ to ~~engage~~incur insubstantial ~~short sales of our common stock~~costs. ~~By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.~~

12Companies, organizations or individuals, including our competitors, may own or obtain patents, trademarks or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our products or components, which could make it more difficult for us to operate our business. The automotive aftermarket has been characterized by significant litigation and other proceedings regarding patents, patent applications and other intellectual property rights. The situations in which we may become parties to such litigation or proceedings may include:

~~The~~●litigation ~~issuance~~or ofother ~~shares~~proceedings ~~pursuant~~we tomay ~~the~~initiate ~~GHS~~against ~~Financing~~third ~~Agreement~~parties ~~may~~to ~~have~~enforce aour ~~significant~~intellectual ~~dilutive~~property ~~effect.~~rights; and

~~Depending~~●litigation onor ~~the~~other ~~number~~proceedings ofthird ~~shares~~parties ~~we issue pursuant to the GHS Financing Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we~~ may ~~issue~~initiate ~~pursuant~~against tous ~~the Financing Agreement will vary based on our stock price (the higher our stock price, the less shares we have~~ to ~~issue),~~seek ~~there may be a potential dilutive effect~~ to ~~our~~enforce ~~shareholders,~~their ~~based~~patents ~~on different potential future stock prices, if the full amount of the Financing Agreement is realized. Dilution is based upon common stock put to GHS~~ and/or ~~the~~invalidate ~~stock~~our ~~price discounted to GHS’s purchase price of 80% of the lowest trading price during the pricing period~~patents.

~~GHS~~If ~~Investments~~third ~~LLC~~parties ~~will~~initiate ~~pay~~litigation ~~less~~claiming ~~than~~that ~~the~~our ~~then-prevailing~~technologies ~~market~~infringe ~~price~~their ofpatent ~~our~~or ~~common~~other ~~stock~~intellectual ~~which~~property ~~could~~rights, ~~cause~~we ~~the~~will ~~price~~need ofto ~~our~~defend ~~common~~against ~~stock~~such ~~to decline~~proceedings.

~~Our~~The ~~common~~costs ~~stock~~of toresolving any patent litigation or other intellectual property proceeding, even if resolved in our favor, could be ~~issued~~substantial. ~~under~~Many ~~the~~of ~~GHS~~our ~~Financing~~potential ~~Agreement~~competitors will be ~~purchased~~able atto asustain ~~twenty~~the ~~percent~~cost ~~(20%)~~of ~~discount~~such litigation and proceedings more effectively than we can because of their substantially greater resources. In some instances, competitors may proceed with litigation or ~~eighty~~other ~~percent~~proceedings ~~(80%)~~pertaining to infringement of their intellectual property as a means to hinder or devaluate the ~~lowest~~target ~~trading~~defendant ~~price~~company, ~~during~~with no intention of the ~~ten~~matter ~~(10)~~being ~~consecutive~~resolved ~~trading~~in ~~days~~their ~~immediately~~favor. ~~preceding~~Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property proceedings could have a material adverse effect on our ~~notice~~ability to ~~GHS~~compete in the marketplace. Patent litigation and other intellectual property proceedings may also consume significant management time and costs. Substantial additional costs may be evident in the event that litigation or other proceedings were initiated against us because we would have to seek legal defense where the litigation or legal proceedings were filed. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our ~~election~~competitive toadvantage, ~~exercise~~and a decrease in our ~~“put”~~revenue ~~right~~which would adversely affect our business, prospects, financial condition and operating results.

GHS has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.66

WeConfidentiality agreements with employees and others may not ~~have~~adequately ~~access~~prevent to the ~~full~~disclosure ~~amount~~of ~~under~~trade ~~the~~secrets ~~Financing~~and ~~Agreement~~other proprietary information.

OnIn ~~December~~order ~~30,~~to ~~2022,~~protect ~~the~~our ~~lowest~~proprietary ~~traded~~technology ~~price~~and ofprocesses, ~~the~~we ~~Company’s~~also ~~common~~rely ~~stock~~in ~~during~~part ~~the~~on ~~ten~~confidentiality ~~(10)~~agreements ~~consecutive~~with ~~trading~~our ~~day~~employees, ~~period~~consultants, ~~was~~outsourced $0manufacturers and other advisors.~~0182.~~ AtThese ~~that~~agreements ~~price~~may wenot ~~would~~effectively beprevent ~~able~~the todisclosure ~~sell~~of ~~shares~~confidential toinformation ~~GHS~~and ~~under~~may ~~the~~not ~~Financing~~provide ~~Agreement~~an atadequate ~~the~~remedy ~~discounted~~in ~~price~~the event of ~~$0.01456.~~unauthorized Atdisclosure ~~that~~of ~~discounted~~confidential ~~price,~~information. ~~the~~In 50addition,~~000,000~~ ~~shares~~others ~~registered~~may ~~for~~independently ~~issuance~~discover totrade ~~GHS~~secrets ~~under~~and ~~the~~proprietary ~~Financing~~information. ~~Agreement~~Costly ~~would,~~and iftime-consuming ~~sold~~litigation bycould usbe necessary to ~~GHS,~~enforce ~~result~~and indetermine ~~aggregate~~the ~~proceeds~~scope of ~~$7280,000.~~our ~~There~~proprietary isrights, noand ~~assurance~~failure ~~the~~to ~~price~~obtain ofor ~~our~~maintain ~~common~~trade ~~stock~~secret ~~will~~protection ~~remain~~could ~~the~~adversely ~~same~~affect asour ~~the~~competitive ~~market~~business ~~price or increase~~position.

~~Since~~There ~~our~~are ~~common~~risks ~~stock~~associated iswith ~~thinly~~outsourced ~~traded~~production itthat ismay ~~more~~result ~~susceptible~~in toa ~~extreme~~decrease ~~rises or declines~~ in ~~price,~~our ~~and you may not be able to sell your shares at or above the price paid~~profit.

~~Since~~The ~~our~~possibility ~~common~~of ~~stock~~delivery isdelays, ~~thinly~~code ~~traded~~defects ~~its~~and ~~trading~~other ~~price~~development isrisks ~~likely~~stemming tofrom beour ~~highly~~use ~~volatile~~of ~~and~~outsourced ~~could~~suppliers cannot be ~~subject~~eliminated. toIn ~~extreme~~particular, ~~fluctuations~~inadequate development staffing among outsourced suppliers could result in ~~response~~us being unable to ~~various~~supply ~~factors,~~enough ~~many~~product ofamid ~~which~~periods ~~are~~of ~~beyond~~high ~~our~~product ~~control~~demand, ~~including~~the ~~(but~~opportunity ~~not~~costs ~~necessarily~~of ~~limited~~which ~~to):~~could be substantial.

●We ~~the~~have ~~trading~~competition ~~volume~~for of our ~~shares; ● the number of securities analysts,~~ market~~-makers~~ ~~and~~share ~~brokers~~which ~~following~~could ~~our~~harm ~~common stock; ● new products or services introduced or announced by us or~~ our competitors; ● actual or anticipated variations in quarterly operating results; ● conditions or trends in our business industries; ● announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; ● additions or departures of key personnel; ● sales ~~of our common stock; and ● general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies~~.

13We participate in the automotive aftermarket equipment industry which is highly competitive for a relatively limited customer base. Companies that compete in this market include Amazon, Ebay, RealTruck (formerly Truck Hero), Truck Accessories Group, Turn5 Group, Jackit, Carid, Rock Auto, Parts Geek, and Agri-Cover, Inc., among others. Many of our current competitors are significantly better funded and have longer operating histories than we do.

~~Investors~~In ~~may~~addition, ~~have~~some ~~difficulty reselling shares~~ of our ~~common~~competitors ~~stock,~~sell ~~either~~their products at orprices ~~above~~lower ~~the~~than ~~price they paid for our stock~~ours, ~~or even at fair market value. The stock markets often experience significant price~~ and ~~volume~~we ~~changes~~compete ~~that~~primarily ~~are~~on ~~not~~the ~~related~~basis toof ~~the~~product ~~operating~~quality, ~~performance~~features, ofvalue, ~~individual companies~~service, and ~~because~~customer ~~our~~relationships. ~~common~~Our ~~stock~~competitive issuccess ~~thinly~~also ~~traded~~depends iton isour ~~particularly~~ability ~~susceptible~~ to ~~such~~maintain ~~changes.~~a ~~These~~strong ~~broad~~brand ~~market~~and ~~changes~~the ~~may~~belief ~~cause~~that ~~the~~customers ~~market~~will ~~price~~need of our ~~common~~products ~~stock~~and services to ~~decline~~meet ~~regardless~~their ofgrowth ~~how well we perform as a company~~requirements. ~~In addition~~Alternatively, ~~there is a history of securities class action litigation following periods of volatility~~ in the ~~market~~case ~~price~~ of ageneric ~~company~~competition, competitors’s ~~securities.~~products ~~Although~~may ~~there~~be isof noequal ~~such litigation currently pending~~ or ~~threatened~~better ~~against~~quality ~~us,~~and ~~such~~sold aat ~~suit~~substantially ~~against~~lower usprices ~~could~~than ~~result~~our inproducts. ~~the~~At ~~incursion~~times, ofcompetitors ~~substantial~~may ~~legal~~also ~~fees,~~release ~~potential~~a ~~liabilities~~generic ~~and~~or ~~the~~re-branded ~~diversion~~version of ~~management’s~~a ~~attention~~current and ~~resources~~successful ~~from~~product ~~our~~at ~~business.~~a ~~Moreover,~~substantially ~~and~~reduced asprice ~~noted~~in ~~below,~~efforts ~~our~~to ~~shares~~increase ~~are~~revenues ~~currently~~or ~~traded~~market onshare. ~~the~~As ~~OTC~~a ~~Link (OTC Pink tier) and~~result, ~~further,~~if ~~are~~we ~~subject~~fail to ~~the~~maintain ~~penny~~our ~~stock~~competitive ~~regulations.~~position, ~~Price~~this ~~fluctuations~~could inhave ~~such~~a ~~shares~~material ~~are~~adverse ~~particularly~~effect ~~volatile~~on ~~and~~our ~~subject~~business, tocash ~~potential~~flow, ~~manipulation~~results byof ~~market-makers~~operations, ~~short-sellers~~financial position and ~~option traders~~prospects.

We ~~Item~~may 4.not ~~USE~~have OFsufficient ~~PROCEEDS~~product liability insurance to cover potential damages.

The ~~Company~~existence ~~will~~of ~~use~~any ~~the~~defects, ~~proceeds~~errors ~~from~~or ~~the~~failures ~~sale~~in ofour ~~the~~automotive ~~Shares~~aftermarket ~~for~~products ~~general~~could ~~corporate~~also ~~and~~lead ~~working~~to ~~capital~~product ~~purposes~~liability claims or lawsuits against us. We do not presently have product liability insurance that protects a company against third-party manufacturing defects, engineering defects and ~~acquisitions~~the ofcosts ~~assets~~related to refunds, ~~businesses~~shipping, replacement or ~~operations~~repairs. orEven ~~for~~if ~~other~~in ~~purposes~~place, there is no guarantee that the ~~Board~~full costs of ~~Directors,~~any inreimbursements ~~good~~or ~~faith~~claims, ~~deem~~lawsuits or litigation would be covered by such insurance. We have no assurance that this insurance would be adequate to protect us from all material judgments and expenses related to potential future claims or that these levels of insurance will be available at economical prices, if at all. To that extent, product liability insurance is conditional and up for further investigation. A successful product liability claim could result in ~~the~~substantial ~~best~~costs ~~interest~~for ofus. ~~the~~Even ~~Company~~if we are fully insured as it relates to a claim, a claim could nevertheless diminish our brand and divert management’s attention and resources, which could have a negative impact on our business, financial condition and results of operations.

~~Item~~We 5.may ~~DETERMINATION~~resell OFproducts ~~OFFERING~~of ~~PRICE~~inferior quality which would cause us to lose customers.

WeAlthough ~~have~~we ~~not~~make ~~set~~ an ~~offering~~effort ~~price~~to ~~for~~ensure the ~~shares~~high ~~registered~~quality ~~hereunder~~of our automotive aftermarket products, asthey ~~the~~could ~~only~~from ~~shares~~time ~~being~~to ~~registered~~time contain defects, anomalies or malfunctions that are ~~those~~undetectable ~~sold~~at ~~pursuant~~the time of shipment. These defects, anomalies or malfunctions could be discovered after our third-party products are shipped to customers, resulting in the ~~GHS~~return ~~Financing~~or ~~Agreement~~exchange of our products, customers’ claims for compensatory damages or discontinuation of the use of our third-party products, which could negatively impact our operating results. ~~GHS~~We ~~may~~do ~~sell~~not ~~all~~presently have product recall (or similar function) insurance that protects a ~~portion~~company ofagainst ~~the~~broad-scale ~~shares~~product ~~being~~manufacturing ~~offered~~defects, ~~pursuant~~engineering defects and the costs related to ~~this~~a ~~prospectus~~broad atproduct ~~fixed~~recall ~~prices~~such ~~and~~as ~~prevailing~~shipping, ~~market~~replacement ~~prices~~or atrepairs. Even if in place, there is no guarantee that the ~~time~~full costs of ~~sale,~~any atreimbursements ~~varying~~or ~~prices~~claims, lawsuits or atlitigation ~~negotiated~~would ~~prices~~be covered by such insurance.

~~Item 6. DILUTION~~67

~~Not~~Geopolitical ~~applicable.~~conditions, ~~The~~including ~~shares~~direct ~~registered~~or ~~under~~indirect ~~this~~acts ~~registration~~of ~~statement~~war ~~are~~or ~~not~~terrorism, ~~being~~could ~~offered~~have ~~for~~an ~~purchase.~~adverse ~~The~~effect ~~shares are being registered~~ on ~~behalf of~~ our ~~selling~~operations ~~shareholders~~and ~~pursuant~~financial ~~to the GHS Financing Agreement~~results.

~~Item~~Geopolitical 7conditions, including but not limited to acts of war, terrorism, political and social instability, may negatively impact our business operations and financial performance. ~~SELLING~~Our ~~SECURITY~~business ~~HOLDER~~activities could face interruptions due to such unpredictable geopolitical events. Notably, the recent escalation of military conflict by Russia in Ukraine in February 2022, the internal conflict within Sudan that erupted in April 2023 between the Rapid Support Forces and the Sudanese Armed Forces, and the conflict initiated by Hamas against Israel in October 2023, leading to a war in Gaza, have all contributed to a tense geopolitical climate. This tension has also encouraged Houthi attacks on commercial vessels in the Red Sea and hindered diplomatic efforts in the Middle East. Moreover, ongoing conflicts in regions such as Ethiopia and Myanmar further underscore the global nature of these geopolitical risks.

~~The~~In ~~selling~~reaction ~~stockholder~~to ~~identified~~the ininvasion ~~this~~of ~~prospectus~~Ukraine ~~may~~by ~~offer~~Russia, the United States along with several other nations have enforced substantial sanctions and ~~sell~~export upcontrols on Russia and Belarus, as well as on certain individuals and enterprises linked to 50their political,~~000~~ commercial,~~000~~ ~~shares~~and offinancial ~~our~~sectors. ~~common~~There ~~stock,~~is ~~which~~a ~~consists~~possibility ofthat ~~shares~~additional ofsanctions, ~~common~~trade ~~stock~~restrictions, toand retaliatory measures may be ~~sold~~adopted byshould ~~GHS~~these ~~pursuant~~conflicts persist or escalate. The full ramifications of these and other global conflicts are challenging to ~~the~~predict ~~Financing~~but ~~Agreement.~~may Iflead ~~issued~~to ~~presently~~increased geopolitical tension, ~~the~~regional ~~shares~~instability, ofshifts ~~common~~in ~~stock~~geopolitical ~~registered~~alliances, ~~for~~cyber ~~resale~~threats, byor ~~GHS~~interruptions ~~would~~in ~~represent~~energy 25exports.~~18%~~ ofThese ~~our~~outcomes ~~issued~~could ~~and~~have ~~outstanding~~a ~~shares~~considerable ofnegative ~~common~~effect ~~stock~~on asinternational oftrade, ~~December~~currency 30exchange rates, ~~2022~~regional economies, and the global economic landscape.

WeGiven ~~may~~these ~~require~~uncertainties, ~~the~~it ~~selling~~is ~~stockholder~~difficult to ~~suspend~~ascertain the ~~sales~~full ofimpact ~~the~~these ~~shares~~geopolitical ofdevelopments ~~our~~may ~~common~~have ~~stock~~on ~~being~~our ~~offered~~Company. ~~pursuant~~However, toit ~~this~~is ~~prospectus~~anticipated ~~upon~~that ~~the~~such ~~occurrence~~conflicts ofand ~~any~~the ~~event~~resultant ~~that~~responses ~~makes~~could ~~any~~elevate ~~statement~~our inoperational ~~this~~costs, ~~prospectus~~disrupt orour ~~the~~supply ~~related~~chain, ~~registration~~diminish ~~statement~~our ~~untrue~~sales inand ~~any~~profits, ~~material~~hinder ~~respect~~our orability ~~that~~to ~~requires~~secure ~~the~~additional ~~changing~~funding ofon ~~statements~~favorable interms, ~~those~~or ~~documents~~adversely inaffect ~~order~~our tooverall ~~make~~business ~~statements~~health inand ~~those~~operational ~~documents not misleading~~results.

~~The~~We ~~selling~~currently, ~~stockholder~~and ~~identified~~may in the ~~table~~future, ~~below~~have ~~may~~assets ~~from~~held ~~time~~at tofinancial ~~time~~institutions ~~offer~~that ~~and~~may ~~sell~~exceed ~~under~~the ~~this~~insurance ~~prospectus~~coverage ~~any~~offered orby ~~all~~the ofFederal ~~the~~Deposit ~~shares~~Insurance ofCorporation ~~common~~(“FDIC”), ~~stock~~the ~~described~~loss ~~under~~of ~~the~~such ~~column~~assets ~~“Shares~~would ofhave ~~Common~~a ~~Stock~~severe ~~Being~~negative ~~Offered”~~effect inon ~~the~~our ~~table~~operations ~~below~~and liquidity.

~~GHS~~We ~~will~~may bemaintain ~~deemed~~our tocash beassets anat ~~underwriter~~certain ~~within~~financial institutions in the ~~meaning~~U.S. in amounts that may be in excess of the ~~Securities~~Federal ~~Act~~Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. ~~Any~~In ~~profits~~the ~~realized~~event byof ~~such~~a ~~selling~~failure ~~stockholder~~of any financial institutions where we maintain our deposits or other assets, we may beincur ~~deemed~~a loss to bethe ~~underwriting~~extent ~~commissions~~such loss exceeds the FDIC insurance limitation, which could have a material adverse effect upon our liquidity, financial condition and our results of operations.

~~Information~~The ~~concerning~~uncertainty ~~the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number~~ of ~~shares of common stock that will actually be held by~~ the ~~selling~~effect ~~stockholder upon termination~~ of ~~this~~repealing ~~offering,~~existing ~~because~~regulations ~~the selling stockholders~~ may ~~offer~~adversely ~~some~~affect orour ~~all~~business ofoperations ~~the~~and ~~common~~financial ~~stock under the offering contemplated by this prospectus or acquire additional shares of common stock~~condition. ~~The total number of shares that may be sold, hereunder, will not exceed the number of shares offered, hereby. Please read the section entitled “Plan of Distribution” in this prospectus.~~

14On January 31, 2025, an executive order was signed requiring federal agencies to repeal at least 10 existing regulations for every new regulation enacted. This order introduces significant regulatory uncertainty that may affect us, as agencies may delay rulemaking, eliminate critical compliance guidelines or reduce enforcement mechanisms relating to standards and requirements regarding the manufacturing and sale of our products. The impact of this order could be substantial as regulatory agencies may face internal constraints when implementing new rules, leading to uncertain compliance expectations, potential gaps in oversight and inconsistent enforcement of industry standards.

In addition, extended approval timelines for any product certifications and safety compliance reviews may disrupt product launches, supply chain planning and market expansion strategies. The ~~manner~~uncertainty insurrounding which ~~the~~regulations ~~selling~~will ~~stockholder~~be ~~acquired~~repealed or ~~will~~retained ~~acquire~~may ~~shares~~also ofaffect ~~our~~strategic ~~common~~partnerships ~~stock~~with isautomobile ~~discussed~~companies, ~~below~~corporate ~~under~~sustainability ~~“The~~goals ~~Offering~~and investor confidence.” We may need to allocate additional resources to regulatory monitoring, compliance adaptation and risk mitigation strategies, further increasing operational costs and potentially reducing profitability.

~~The~~If ~~following~~agencies ~~table~~fail ~~sets~~to ~~forth~~provide ~~the~~clear ~~name~~guidance ofon ~~each selling stockholder,~~ the ~~number~~implementation of ~~shares of our common stock beneficially owned by such stockholder before~~ this ~~offering,~~executive the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholder after completion of the offering. The number of shares owned are those beneficially ownedorder, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our ~~common~~business ~~stock~~may asexperience tocompliance ~~which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days~~ambiguity, ~~through~~leading ~~the exercise of any option, warrant or right, through conversion of any security or pursuant~~ to ~~the~~potential ~~automatic~~litigation ~~termination of a power of attorney or revocation of a trust~~risks, ~~discretionary~~regulatory ~~account~~penalties or ~~similar~~costly ~~arrangement,~~operational ~~and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options~~adjustments, ~~warrants~~which orcould ~~other~~adversely ~~rights,~~affect ~~but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 148,543,635shares of~~ our ~~common~~business ~~stock~~operations ~~outstanding~~and asfinancial ~~of December 30, 2022~~condition.

Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.68

Shares Owned by the Selling Stockholders

Shares of Common Stock

Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares

Name of Selling Stockholder

before the Offering (1)

Being Offered

# of Shares (2)

% of Class (2)

GHS Investments LLC (3)

50,000,000

(4)

Risks Related to this Offering and the Ownership of Our Securities

~~Notes:~~Purchasers in this Offering may suffer dilution.

(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.
(2)	Because the selling stockholders may offer and sell all or only some portion of the 50,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.
(3)	Mark Grober exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by GHS Investments LLC.
(4)	Consists of up to 50,000,000 shares of common stock to be sold by GHS pursuant to the Financing Agreement.

Since no common stock is being issued at the closing of this Offering, there is no immediate dilution to existing shareholders as a result of this Offering. If and when any shares of common stock are issued pursuant to the CM Purchase Agreement, or when Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock is converted or any of the Warrants are exercised, the conversions and exercises, as applicable, may result in dilution to existing shareholders. The extent of any dilution will depend on the timing, terms and pricing of any conversions or exercises.

15You may experience future dilution as a result of future equity offerings or acquisitions.

~~THE~~In ~~OFFERING~~order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this Offering. We may sell shares or other securities in any future offering at a price per share that is less than the price per share paid by investors in this Offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. In addition, holders of Preferred Shares may have preferences that impact the rights of Common Stockholders, including dividend or liquidation preferences. The price per share at which we sell additional shares of our common stock, Series A, Series B, Series C or Series D Preferred Shares or other securities convertible or exchangeable into our common stock, in future transactions or acquisitions may be higher or lower than the price per share paid by investors in this Offering.

OnWe ~~December~~have ~~15,~~a ~~2022,~~large wenumber ~~entered~~of ~~into~~authorized anbut ~~Equity~~unissued ~~Financing Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”). Although we are not mandated to sell~~ shares ~~under the Financing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $10,000,000 worth~~ of our common stock ~~over~~and ~~the period ending twenty-four (24) months after the date this Registration Statement is deemed effective. The $10,000,000 was stated as the total amount~~ of ~~available funding in the Financing Agreement because this was the maximum amount that GHS agreed to offer us in funding. There is no assurance the market price of~~ our ~~common~~Preferred ~~stock~~Shares ~~will~~which ~~increase in the future. The number of common shares that remain issuable~~ may ~~not~~dilute beexisting ~~sufficient,~~ownership ~~dependent~~positions ~~upon~~when ~~the share price, to allow us to access the full amount contemplated under the Financing Agreement~~issued. If the bid/ask spread remains the same, we will not be able to place a put for the full commitment under the Financing Agreement. Based on the lowest traded price of our common stock during the ten (10) consecutive trading day period preceding December 30, 2022 of $0.0182, the registration statement covers the offer and possible sale of $910,000 worth of our shares.

~~The~~As ~~purchase~~of ~~price~~December 8, 2025, our authorized capital stock consists of ~~the~~5,000,000,000 shares of common stock ~~will~~authorized, beof ~~set~~which at2,002,897,698 ~~eighty~~shares ~~percent~~were ~~(80%)~~issued and outstanding, and 10,000,000 shares of ~~the~~preferred ~~lowest~~stock, ~~trading~~par ~~price~~value $0.0001 per share, of ~~the~~which ~~common~~15,000 ~~stock~~shares ~~during~~of ~~the~~Series ~~ten~~A ~~(10)~~Preferred ~~consecutive~~Stock ~~trading~~authorized ~~day~~and ~~period~~0 ~~immediately~~issued ~~preceding~~and ~~the~~outstanding, ~~date~~20,000 onshares ~~which~~of ~~the~~Series ~~Company~~B ~~delivers~~Preferred aStock ~~put~~authorized ~~notice~~and to12,855 ~~GHS.~~issued and outstanding, 2,500 shares of Series C Preferred Stock are authorized and 2,500 issued and outstanding and 10,000 shares of Series D Preferred Stock authorized which 810 are issued and outstanding. In addition, as of December 8, 2025, there iswere an40,500,000 ~~ownership~~shares ~~limit~~of ~~for~~Common ~~GHS~~Stock underlying outstanding options, warrants, restricted stock units and performance stock units. The authorized and unissued shares of 4Common Stock and preferred stock are available for issuance without further action by our stockholders subject to compliance with any applicable legal requirements.~~99%.~~

~~GHS~~Our ~~is not permitted to engage in short sales involving our~~ common stock ~~during~~may ~~the~~be ~~term~~affected ofby ~~the~~limited ~~commitment~~trading ~~period.~~volume Inand ~~accordance~~price ~~with Regulation SHO~~fluctuations, ~~however,~~which ~~sales~~could ofadversely ~~our~~impact ~~common~~the ~~stock~~value ~~by GHS after delivery~~ of athe ~~put notice of such number of shares reasonably expected to be purchased by GHS under a put will not be deemed a short sale.~~Securities

Our common stock has experienced, and is likely to experience, significant price and volume fluctuations in the future, which could adversely affect the market prices of our common stock without regard to our operating performance. In addition, we ~~must~~believe ~~deliver~~that ~~the~~factors ~~other~~such ~~required~~as ~~documents,~~quarterly ~~instruments~~fluctuations in our financial results and ~~writings~~changes ~~required~~in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuate substantially. ~~GHS~~These isfluctuations ~~not~~may ~~required~~also cause short sellers to ~~purchase~~periodically enter the ~~put~~market ~~shares~~in ~~unless:~~the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

●An ~~Our~~investment ~~registration statement with respect to the resale of the shares of common stock delivered~~ in ~~connection~~our ~~with~~Securities ~~the~~is ~~applicable~~speculative, ~~put shall have been declared effective; ● we shall have obtained all material permits~~ and ~~qualifications~~there ~~required~~can bybe ~~any~~no ~~applicable~~assurance ~~state for the offer and sale~~ of ~~the~~any ~~registrable~~return ~~securities;~~on ~~and~~any ●such ~~we shall have filed all requisite reports, notices, and other documents with the SEC in a timely manner~~investment.

AsInvestors weare ~~draw~~cautioned ~~down~~that onan ~~the~~investment ~~equity~~in ~~line~~the ofSecurities ~~credit,~~offered ~~shares~~hereby ofis ~~our~~highly ~~common~~speculative ~~stock~~and ~~will~~involves bea ~~sold~~significant ~~into~~degree ~~the~~of ~~market by GHS~~risk. The ~~sale~~success of ~~these~~our ~~shares~~business ~~could~~and ~~cause~~the ~~our~~ability ~~stock~~to ~~price~~achieve toour ~~decline.~~business Ingoals ~~turn~~and objectives, ifas ~~our~~outlined ~~stock~~in ~~price~~this ~~declines~~Offering ~~and~~Circular, weare ~~issue~~subject ~~more~~to ~~puts~~numerous uncertainties, ~~more~~contingencies, ~~shares~~and ~~will~~risks. ~~come~~The ~~into~~Securities ~~the~~should ~~market,~~be ~~which~~purchased ~~could~~only ~~cause~~by apersons ~~further~~who ~~drop~~can inafford ~~our~~the ~~stock~~loss ~~price.~~of ~~You~~their ~~should~~entire beinvestment. ~~aware~~The ~~that~~speculative ~~there~~nature isof anthis ~~inverse~~investment ~~relationship~~is ~~between~~compounded ~~the~~by ~~market~~various ~~price~~factors, ofincluding, ~~our~~but ~~common~~not ~~stock~~limited ~~and~~to, the ~~number~~absence of ~~shares~~a tominimum beoffering ~~issued~~amount, ~~under~~ the ~~equity~~immediate ~~line~~use of ~~credit.~~proceeds Ifwithout ~~our~~the ~~stock~~safeguard ~~price~~of ~~declines,~~an weescrow ~~will~~account, beand ~~required~~the tobroad ~~issue~~discretion ~~a greater number~~ of ~~shares~~management ~~under~~in the ~~equity~~use ~~line~~ of ~~credit~~net proceeds. WeAs ~~have~~such, there is no ~~obligation~~assurance tothat ~~utilize~~investors ~~the~~will ~~full~~realize ~~amount~~a ~~available~~return ~~under~~on ~~the~~their ~~equity~~investment ~~line~~or ofthat ~~credit.~~

~~Neither the Financing Agreement nor any of our rights or GHS’s rights thereunder may be assigned to any other person.~~69

~~Item~~they 8will not lose their entire investment. ~~PLAN~~Potential OFinvestors ~~DISTRIBUTION~~should carefully consider whether such a speculative investment is suitable for their financial situation and investment objectives before purchasing Securities.

~~Each~~We ofmay ~~the~~need, ~~selling~~but ~~stockholders~~be ~~named above and any of their pledgees and successors-in-interest may~~unable, ~~from time~~ to ~~time,~~obtain ~~sell~~additional ~~any~~funding ~~or all of their shares of common stock~~ on ~~OTC~~satisfactory ~~Markets or any other stock exchange~~terms, ~~market or trading facility on~~ which ~~the~~could ~~shares~~dilute of our ~~common stock are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The selling~~ stockholders ~~may use any one~~ or ~~more~~impose ofburdensome ~~the~~financial ~~following~~restrictions ~~methods~~on ~~when~~our ~~selling shares:~~business.

●We ~~ordinary~~have ~~brokerage~~relied ~~transactions~~upon ~~and~~cash ~~transactions~~from infinancing ~~which~~activities, and, in the ~~broker-dealer~~future, ~~solicits~~we ~~purchasers;~~hope ●to ~~block~~rely ~~trades~~on inrevenues ~~which~~generated from operations to fund the ~~broker-dealer~~cash requirements of our activities. However, there can be no assurance that we will ~~attempt~~be able to ~~sell~~generate ~~the~~any ~~shares~~significant ascash ~~agent~~from ~~but~~our operating activities in the future. Future financing may ~~position~~not ~~and~~be ~~resell~~available on a ~~portion~~timely ofbasis, ~~the~~in ~~block~~sufficient asamounts ~~principal~~or on terms acceptable to ~~facilitate~~us, ~~the~~if ~~transaction;~~at ●all. ~~purchases~~Any bydebt afinancing ~~broker-dealer~~or asother ~~principal~~financing ~~and~~of ~~resale~~securities bysenior to the ~~broker-dealer~~common ~~for~~stock ~~its~~will ~~account;~~likely ●include ~~privately~~financial ~~negotiated~~and ~~transactions;~~other ●covenants ~~broker-dealers~~that ~~may~~will ~~agree~~restrict ~~with~~our ~~the~~flexibility. ~~selling~~Any ~~stockholders~~failure to ~~sell~~comply with these covenants would have a ~~specified~~material ~~number~~adverse effect on our business, prospects, financial condition and results of ~~such~~operations ~~shares~~because atwe acould ~~stipulated~~lose ~~price~~our ~~per~~existing ~~share;~~sources of funding, and our ability to secure new sources of funding could be impaired.

16We have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud.

●Section a404 ~~combination~~of the Sarbanes-Oxley Act of ~~any~~2002, ~~such~~or ~~methods~~Section 404, requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the design or operation of ~~sale;~~our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected.

~~Broker-dealers~~As ~~engaged~~we bydisclosed ~~the~~in ~~selling~~our ~~stockholders~~Annual ~~may~~Report ~~arrange~~on ~~for~~Form ~~other brokers~~10-~~dealers~~K tofor ~~participate~~the infiscal ~~sales.~~year ~~Broker-dealers~~ended ~~may~~June ~~receive~~30, ~~commissions~~2025 orand ~~discounts~~our ~~from~~Form 10-Q for the ~~selling~~period ~~stockholders~~ended ~~(or~~September 30, if2025, ~~any~~our ~~broker-dealer~~management ~~acts~~has asassessed ~~agent~~and ~~for~~identified ~~the~~several ~~purchaser~~material ofweaknesses ~~shares,~~in ~~from~~our ~~the~~internal ~~purchaser~~controls over financial reporting (“ICFR”) inand ~~amounts~~concluded tothat beour ~~negotiated~~IFCR was not effective as of June 30, ~~but~~2025 and September 30, ~~except~~2025. asThe ~~set~~material ~~forth~~weaknesses inincluded aour ~~supplement~~failure to ~~this~~design ~~prospectus,~~written inpolicies ~~the~~and ~~case~~procedures at a sufficient level of anprecision ~~agency~~to ~~transaction~~support ~~not~~the inoperating ~~excess~~effectiveness of athe ~~customary~~controls ~~brokerage~~to ~~commission~~prevent inand ~~compliance~~detect ~~with~~potential ~~FINRA~~errors. ~~Rule~~We ~~2440;~~also ~~and~~did innot maintain adequate documentation to evidence the ~~case~~operating effectiveness of acertain ~~principal~~control ~~transaction~~activities. aLastly, ~~markup~~we ordid ~~markdown~~not inmaintain ~~compliance~~appropriate ~~with~~access ~~FINRA~~to ~~IM-2440~~certain systems and did not maintain appropriate segregation of duties related to processes associated within those systems.

~~GHS~~Although iswe anhave ~~underwriter~~taken ~~within~~several ~~the~~steps ~~meaning~~to ofremediate the ~~Securities~~material ~~Act~~weaknesses ~~of 1933 and any broker-dealers or agents that are involved~~ in ~~selling~~our ~~the~~IFCR ~~shares~~and ~~may~~continue ~~be deemed~~ to bedo ~~“underwriters”~~so, ~~within~~there ~~the~~can ~~meaning~~be ofno ~~the~~assurances ~~Securities~~given ~~Act~~that ofour ~~1933~~actions inwill ~~connection~~be ~~with such sales~~effective. InAny ~~such~~continued ~~event,~~failure ~~any commissions received by such broker-dealers or agents and any profit on the resale~~ of ~~the~~our ~~shares~~internal ~~purchased~~control byover ~~them~~financial ~~may~~reporting becould ~~deemed~~have toa bematerial ~~underwriting~~adverse ~~commissions~~effect oron ~~discounts~~our ~~under~~stated ~~the~~results ~~Securities Act~~ of ~~1933.~~operations ~~GHS~~and ~~has~~harm ~~informed~~our usreputation. ~~that~~If itwe ~~does~~are ~~not~~unable ~~have~~to ~~any~~implement ~~written~~these orchanges ~~oral~~effectively ~~agreement~~ or ~~understanding~~efficiently, ~~directly~~it orcould ~~indirectly,~~harm ~~with any person to distribute the common stock of~~ our ~~company. Pursuant to a requirement by FINRA~~operations, ~~the~~financial ~~maximum~~reporting ~~commission~~ or ~~discount~~financial toresults beand ~~received~~could byresult ~~any~~in ~~FINRA~~an ~~member~~adverse oropinion ~~independent~~on ~~broker-dealer~~internal ~~may~~controls ~~not~~from beour ~~greater~~independent ~~than~~auditors. 8%Furthermore, ofinvestor ~~the~~perceptions ~~gross proceeds received by us for the sale~~ of ~~any~~our ~~securities~~Company ~~being~~may ~~registered~~suffer, ~~pursuant~~and tothis ~~Rule~~could ~~415~~cause ~~promulgated~~a ~~under~~decline in the ~~Securities~~market ~~Act~~price of ~~1933~~our common stock.

~~Discounts~~Additionally, ~~concessions,~~the ~~commissions~~expenses incurred by public companies generally for reporting and ~~similar~~corporate ~~selling~~governance ~~expenses,~~purposes ifhave ~~any,~~been ~~attributable~~increasing. These increased costs will require us to ~~the~~divert ~~sale~~a significant amount of ~~shares~~money ~~will~~that bewe ~~borne~~could byotherwise ~~the~~use ~~selling~~to ~~stockholder.~~develop ~~The~~our ~~selling~~business. ~~stockholder~~If ~~may~~we ~~agree~~are unable to ~~indemnify~~satisfy ~~any~~our ~~agent,~~obligations ~~dealer,~~as ora ~~broker-dealer~~public ~~that~~company, ~~participates~~we incould ~~transactions~~be ~~involving~~subject ~~sales~~to delisting of ~~the~~our ~~shares~~common ifstock, ~~liabilities~~fines, ~~are~~sanctions ~~imposed~~and onother ~~that~~regulatory ~~person~~action ~~under~~and ~~the~~potentially ~~Securities~~civil ~~Act of 1933~~litigation.

WeThe ~~are~~requirements ~~required to pay certain fees and expenses incurred by us incident to the registration~~ of ~~the~~being ~~shares~~a ~~covered~~public bycompany ~~this~~may ~~prospectus.~~strain We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receive any proceeds from the resale of any of the shares of our ~~common stock by the selling stockholders. We may~~resources, ~~however,~~divert ~~receive~~management’s ~~proceeds~~attention ~~from~~and ~~the~~affect ~~sale of~~ our ~~common~~results ~~stock under the Financing Agreement with GHS. Neither the Financing Agreement with GHS nor any rights~~ of ~~the parties under the Financing Agreement with GHS may be assigned or delegated to any other person~~operations.

WeAs ~~have~~a ~~entered~~public ~~into~~company anin ~~agreement~~the ~~with~~United ~~GHS~~States, towe ~~keep~~face ~~this~~increased ~~prospectus~~legal, ~~effective~~accounting, ~~until~~administrative ~~GHS~~and ~~has~~other ~~sold~~costs ~~all~~and expenses. We are subject to the reporting requirements of the ~~common~~Exchange ~~shares~~Act ~~purchased~~and bythe itSarbanes-Oxley ~~under~~Act of 2002 (the ~~Financing~~“Sarbanes ~~Agreement~~Oxley-Act”). The Exchange Act requires, among other things, that we file annual, quarterly and ~~has~~current noreports ~~right~~with respect to ~~acquire~~our ~~any~~business ~~additional~~and ~~shares~~financial ofcondition. ~~common~~The ~~stock~~Sarbanes- ~~under~~Oxley ~~the~~Act ~~Financing~~requires, ~~Agreement~~among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. For

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.70

~~Under~~example, ~~applicable~~Section ~~rules~~404 requires that our management report on the effectiveness of our internal controls structure and ~~regulations~~procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section 404, we could be subject to sanctions or investigations by Nasdaq, the ~~Securities~~SEC, ~~Exchange~~or ~~Act~~other regulatory authorities. Furthermore, investor perceptions of ~~1934~~our Company may suffer, ~~any~~and ~~person~~this ~~engaged~~could cause a decline in the ~~distribution~~market price of ~~the~~our ~~resale~~common ~~shares~~stock. ~~may~~Any ~~not~~continued ~~simultaneously~~failure ~~engage~~of inour ~~market~~internal ~~making~~control ~~activities~~over ~~with~~financial ~~respect~~reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to ~~the~~implement ~~common~~these ~~stock~~changes ~~for~~effectively ~~the~~or ~~applicable~~efficiently, ~~restricted~~it ~~period~~could harm our operations, asfinancial ~~defined~~reporting or financial results and could result in ~~Regulation~~an M,adverse ~~prior~~opinion on internal controls from our independent auditors. We may need to ~~the~~hire ~~commencement~~a number of ~~the~~additional ~~distribution.~~employees Inwith ~~addition~~public accounting and disclosure experience in order to meet our ongoing obligations as a public company, ~~the~~particularly ~~selling~~if ~~stockholders~~we ~~will~~become befully subject to ~~applicable~~Section ~~provisions~~404 ofand ~~the~~its ~~Securities~~auditor ~~Exchange~~attestation ~~Act~~requirements, ofwhich ~~1934~~will increase costs, and evaluate the costs of our current service providers. We expect these rules and regulations ~~thereunder,~~to ~~including~~increase ~~Regulation~~our M,legal ~~which~~and ~~may~~financial ~~limit~~compliance ~~the~~costs ~~timing~~and ofto ~~purchases~~make some activities more time- consuming and ~~sales~~costly, although we are currently unable to estimate these costs with any degree of ~~shares~~certainty. A number of ~~the~~those ~~common~~requirements ~~stock~~will byrequire ~~the~~us ~~selling~~to ~~stockholders~~carry orout ~~any~~activities ~~other~~we ~~person~~have not done previously. WeOur management team and other personnel will ~~make~~need ~~copies~~to devote a substantial amount of ~~this~~time ~~prospectus~~to ~~available~~new compliance initiatives and to meeting the ~~selling~~obligations ~~stockholders~~that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

17Additionally, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

~~Item~~New 9.laws, ~~DESCRIPTION~~regulations, OFand ~~SECURITIES~~standards TOrelating BEto ~~REGISTERED~~corporate governance and public disclosure may create uncertainty for public companies, increase legal and financial compliance costs and make some activities more time consuming.

~~General~~These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.

WeAs ~~are~~a ~~authorized~~“smaller toreporting ~~issue~~company” ~~500,000,000~~under ~~shares~~applicable ~~of common stock~~law, ~~par~~we ~~value $0.001, of which 148,543,635shares~~ are ~~issued~~subject ~~and~~to ~~outstanding~~lessened asdisclosure ~~of December 30~~requirements, ~~2022.~~which ~~Each~~could ~~holder~~leave ~~of shares of~~ our ~~common stock is entitled to one vote for each share held of record on all matters submitted to the vote of~~ stockholders, ~~including~~without ~~the~~information ~~election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription~~ or ~~cumulative voting~~ rights. ~~There~~available isto nostockholders ~~provision in our Articles~~ of ~~Incorporation~~more ormature ~~By-laws that would delay, defer, or prevent a change in control of our Company~~companies.

~~Dividends~~We are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are permitted to comply with reduced disclosure obligations in our SEC filings compared to larger public companies. This includes, but is not limited to, simplified executive compensation disclosures, reduced financial statement requirements, and less stringent narrative disclosure obligations. While these scaled disclosure requirements may reduce the burden on us and provide some cost savings, investors should be aware that they may also receive less information about the Company than they would from a larger public reporting company. The designation as a smaller reporting company and the accompanying reduced disclosure requirements could make it more difficult for investors to fully assess the value and risks of an investment in our securities. Consequently, the designation as a smaller reporting company under the SEC rules increases the risk to investors, as it may limit the amount of publicly available information to assess the Company’s performance, prospects, and financial health. Potential investors should consider the implications of these reduced disclosure requirements when making an investment decision.

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.71

~~Warrants~~If research analysts do not publish research about our business, or if they issue unfavorable commentary or downgrade our common stock, our stock price and ~~Options~~trading volume could decline.

~~Currently,~~The ~~there~~trading ~~are~~market nofor ~~warrants~~our orsecurities ~~options~~may ~~outstanding;~~depend ~~nor~~in ~~are~~part ~~there~~on the research and reports that research analysts publish about us and our business. If we do not maintain adequate research coverage, or if any ~~other~~of ~~equity~~the analysts who cover us downgrade our stock or ~~debt~~publish ~~securities~~inaccurate ~~convertible~~or ~~into~~unfavorable research about our business, the price of our common stock ~~other~~could ~~than~~decline. ~~disclosed~~If inone or more of our research analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could cause the ~~“Convertible~~price ~~Note”~~of ~~paragraph~~our ~~above~~common stock or trading volume to decline.

~~Nevada~~ Anti-~~Takeover~~takeover ~~Laws~~provisions under our Articles of Incorporation and Bylaws and Nevada law, could discourage, delay or prevent a change of control of our Company and may affect the trading price of our common stock.

As a ~~Nevada~~ corporation incorporated and domiciled in Nevada, weour operations are subject to ~~certain~~the ~~anti-~~corporate governance and takeover provisions of Nevada’s corporate law, which could deter takeover attempts that ~~apply~~might benefit our stockholders. Nevada law includes provisions that could have the effect of delaying, deferring, or preventing a change in control of our Company, even if such a change in control would be beneficial to ~~public~~our ~~corporations~~stockholders. ~~under~~For example, Nevada law provides for the regulation of acquisitions of certain Nevada corporations, which could prohibit or delay acquisitions of our Company by other entities. ~~Pursuant~~Additionally, our amended and restated articles of incorporation, as amended (“Articles of Incorporation”) and amended and restated bylaws (“Bylaws”) authorizes the Board to ~~Section~~increase ~~607.0901~~the size of the ~~Nevada~~board ~~Business~~and ~~Corporation~~fill ~~Act,~~any orboard vacancies until the ~~Nevada~~next ~~Act~~annual stockholders meeting, and limited who may call a ~~publicly~~special ~~held~~meeting ~~Nevada~~of ~~corporation~~stockholders, ~~may~~that ~~not~~could ~~engage~~make inmore adifficult ~~broad~~the ~~range~~acquisition of ~~business~~our ~~combinations~~Company by means of a tender offer, a proxy contest, or other ~~extraordinary~~means. ~~corporate~~These ~~transactions~~provisions ~~with~~may anprevent ~~interested~~our ~~shareholder~~stockholders ~~without~~from ~~the~~receiving ~~approval~~a ofpremium for their shares in the ~~holders~~event of ~~two-thirds~~a takeover that our board of directors does not approve. While these provisions can provide stability and continuity in the ~~voting~~management ~~shares~~and policies of our Company, they may also discourage transactions that could offer our stockholders the ~~corporation~~opportunity ~~(excluding~~to sell their shares ~~held~~at bya price above the ~~interested~~prevailing ~~shareholder)~~market rate. Investors should be aware that these provisions could limit their ability to benefit from potential acquisition premiums, ~~unless:~~mergers, or other transactions aimed at a change in control of our Company, which could affect the value of their investment.

●Also, ~~the~~our ~~transaction~~Articles isof ~~approved~~Incorporation byinclude aprovisions ~~majority~~that allow for the issuance of ~~disinterested~~“blank ~~directors~~check” ~~before~~preferred stock, which grants our board of directors the ~~shareholder~~authority ~~becomes~~to anissue ~~interested~~preferred ~~shareholder;~~stock ●in one or more series and to fix the ~~interested~~rights, ~~shareholder~~preferences, ~~has~~privileges, ~~owned~~and atrestrictions ~~least~~thereof ~~80%~~without offurther vote or action by the ~~corporation’s~~stockholders. ~~outstanding~~The ~~voting~~rights of these preferred shares ~~for~~could atinclude, ~~least~~among ~~five~~others, ~~years~~dividend ~~preceding~~rights, ~~the~~conversion ~~announcement~~rights, ~~date~~voting rights, terms of ~~any~~redemption, ~~such~~and ~~business~~liquidation ~~combination;~~preferences. ●This ~~the~~ability ~~interested~~to ~~shareholder~~issue isblank check preferred stock could affect the ~~beneficial~~rights ~~owner~~of holders of atour ~~least~~common ~~90%~~stock ofby diluting the ~~outstanding~~current ~~voting~~ownership ~~shares~~interests of ~~the~~our ~~corporation~~common stockholders, potentially diluting their vote and possibly not providing them the opportunity to vote on certain corporate actions where preferred stockholders receive exclusive rights to vote. Moreover, the issuance of ~~shares~~preferred ~~acquired~~stock ~~directly~~could ~~from~~be ~~the~~used ~~corporation~~as ina method to discourage, delay, or prevent a ~~transaction~~change ~~not~~in ~~approved~~control of the Company, including transactions that may be considered beneficial by asome ~~majority~~stockholders. The potential issuance of preferred stock with preferential rights could decrease the ~~disinterested~~amount ~~directors;~~of earnings and assets available for distribution to holders of common stock or ●could adversely affect the ~~consideration~~rights ~~paid~~and topowers, including voting rights, of the holders of common stock. In effect, the ~~corporation’s~~issuance ~~voting~~of blank check preferred stock iscould atincrease ~~least~~the ~~equal~~risk to ~~certain~~common ~~fair~~stockholders by allowing our board of directors to issue preferred stock that could reduce the value of our common stock, discourage bids for our common stock at a premium, or otherwise adversely affect the market price ~~criteria~~of our common stock. Potential investors should be aware that if blank check preferred stock is issued, it could have a negative impact on their investment, including dilution of their investment and loss of control over corporate decisions.

An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.72

InWe ~~addition,~~currently wedo ~~are~~not ~~subject~~intend to ~~Section~~declare ~~607.0902~~dividends ofon ~~the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are acquired in a control share acquisition unless (i)~~ our ~~board~~common ofstock ~~directors approved such acquisition prior to its consummation or (ii) after such acquisition,~~ in ~~lieu~~the offoreseeable ~~prior~~future ~~approval by our board of directors~~and, ~~the~~as ~~holders of~~ a ~~majority of the corporation’s voting shares~~result, ~~exclusive~~your ofreturns ~~shares~~on ~~owned~~your byinvestment ~~officers~~may ofdepend ~~the~~solely ~~corporation,~~on ~~employee directors or~~ the ~~acquiring~~appreciation ~~party, approve the granting~~ of ~~voting~~our ~~rights~~common ~~as to the shares acquired in the control share acquisition~~stock. ~~A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.~~

18We have never declared or paid any cash dividends on our common stock, and we currently do not anticipate declaring or paying any cash dividends in the foreseeable future. Instead, we plan to retain all available funds and any future earnings to support operations and finance the growth and development of our business. This reinvestment strategy means that investors should not expect to receive any return on their investment through dividend payments. Consequently, any return on investment will likely depend on the appreciation of the price of our common stock, which may never occur. Investors should be aware that the possibility of a lack of dividend income can significantly reduce the potential for income from their investment in our Company, and the only opportunity for achieving a return on their investment may be through the sale of their shares at a price greater than their purchase price, which may not be possible. This risk is compounded by the market’s volatile nature and the speculative nature of our business, which may not lead to sufficient profits or operational cash flows to enable dividend payments in the future. Potential investors should carefully consider the long-term nature of an investment in our company, given our intention not to pay dividends and the consequent requirement for investors to seek returns through other means, such as capital appreciation, which may not materialize.

~~Penny~~Item ~~Stock~~4. ~~Considerations~~USE OF PROCEEDS

~~Our~~This prospectus relates to shares ~~will~~of our common stock that may be ~~“penny~~offered ~~stocks”~~and assold ~~that~~from ~~term~~time isto ~~generally~~time ~~defined~~by CM and other selling security holders listed in this registration statement. We will receive no proceeds from the ~~Securities~~sale ~~Exchange~~of ~~Act~~shares of ~~1934~~common tostock ~~mean~~by ~~equity~~the ~~securities~~selling ~~with~~security aholders ~~price~~or ofCM ~~less~~in ~~than~~this $5offering.00 ~~per~~We ~~share.~~may ~~Thus~~receive up to $15,000,000 ~~our~~aggregate ~~shares~~gross ~~will~~proceeds beunder ~~subject~~the toCM ~~rules~~Purchase ~~that~~Agreement ~~impose~~from any sales ~~practice~~we ~~and~~make ~~disclosure~~to ~~requirements~~CM onpursuant ~~broker-dealers~~to ~~who~~the ~~engage~~CM inPurchase ~~certain~~Agreement ~~transactions~~after ~~involving~~the adate ~~penny~~of ~~stock~~this prospectus. ~~Under~~We estimate that the ~~penny~~net ~~stock~~proceeds ~~regulations,~~to aus ~~broker-dealer~~from ~~selling~~the asale ~~penny~~of our common stock to ~~anyone~~CM ~~other~~pursuant ~~than~~to anthe ~~established~~CM ~~customer~~Purchase ~~must~~Agreement ~~make~~will abe ~~special~~up ~~suitability~~to ~~determination~~$15,000,000 ~~regarding~~over ~~the~~an ~~purchaser~~approximately ~~and~~36-month ~~must~~period, ~~receive~~assuming that we sell the ~~purchaser’s~~full ~~written~~amount ~~consent~~of toour ~~the~~common ~~transaction~~stock ~~prior~~that towe have the ~~sale~~right, ~~unless~~but not the ~~broker-dealer~~obligation, isto ~~otherwise~~sell ~~exempt~~to CM under that agreement and other estimated fees and expenses. See “Plan of Distribution” in this prospectus for more information.

InWe ~~addition,~~expect to use any proceeds that we receive under the ~~penny~~CM ~~stock~~Purchase ~~regulations~~Agreement for working capital and general corporate purposes. The Company is experiencing significant growth and requires capital to increase its marketing and development capabilities to continue the growth. Specifically, the ~~broker-dealer~~Company is ~~required~~increasing advertising and expediting improvements to: its platform. The Company will also use the proceeds for general corporate and working capital purposes and acquisitions of assets, businesses or operations or for other purposes that the Board of Directors, in good faith, deem to be in the best interest of the Company.

●Item ~~Deliver,~~5. ~~prior~~DETERMINATION toOF ~~any~~OFFERING transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; ● Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; ● Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and ● Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.PRICE

~~Because~~We ofhave ~~these~~not ~~regulations,~~set ~~broker-dealers~~an ~~may~~offering ~~encounter~~price ~~difficulties~~for inthe ~~their attempt to sell~~ shares ofregistered ~~our common stock~~hereunder, ~~which~~as ~~may affect~~ the ~~ability~~only ~~of selling shareholders or other holders to sell their~~ shares inbeing ~~the~~registered ~~secondary~~are ~~market,~~those ~~and~~sold ~~have~~pursuant ~~the~~to ~~effect of reducing~~ the ~~level~~CM ofFinancing ~~trading~~Agreement ~~activity in the secondary market. These additional sales practice~~ and ~~disclosure~~resale ~~requirements could impede the sale~~ of ~~our~~existing ~~securities,~~issued ~~if our securities become publicly traded~~shares. InCM ~~addition, the liquidity for our securities~~ may besell ~~decreased,~~all ~~with~~or a ~~corresponding~~portion ~~decrease~~of in the ~~price of our securities. Our~~ shares inbeing ~~all~~offered ~~probability~~pursuant ~~will~~to bethis ~~subject~~prospectus toat ~~such~~fixed ~~penny~~prices ~~stock~~and ~~rules~~prevailing ~~and~~market ~~our~~prices ~~shareholders~~at ~~will,~~the intime ~~all~~of ~~likelihood~~sale, ~~find~~at itvarying ~~difficult~~prices toor ~~sell~~at ~~their~~negotiated ~~securities~~prices.

Item 106. ~~INTERESTS OF NAMED EXPERTS AND COUNSEL~~DILUTION

~~Except~~Not asapplicable. ~~disclosed~~The ~~herein,~~shares noregistered ~~expert~~under ~~or counsel named in~~ this ~~prospectus~~registration asstatement ~~having~~are ~~prepared~~not orbeing ~~certified~~offered ~~any~~for ~~part~~purchase. ofThe ~~this~~shares ~~prospectus~~are ~~or having given an opinion upon the validity of the securities~~ being registered oron ~~upon~~behalf ~~other legal matters in connection with the registration or offering~~ of ~~the~~our ~~common~~selling ~~stock~~shareholders ~~was~~pursuant ~~employed on a contingency basis or had, or is~~ to ~~receive, in connection with~~ the ~~offering,~~CM aFinancing ~~substantial interest, directly or indirectly, in the registrant or its subsidiary~~Agreement. ~~Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.~~

The financial statements of the Company as of June 30, 2022 and 2021, have been included herein in reliance on the report of RBSM, LLP, an independent registered public accounting firm and the report is given on the authority of that firm as experts in auditing and accounting. The legal opinion rendered by Brunson Chandler & Jones, PLLC, regarding our common stock registered in the registration statement of which this prospectus is a part, is as set forth in its opinion letter included in this prospectus. The address of Brunson Chandler & Jones, PLLC, is Walker Center, 175 S. Main Street, 14th Floor, Salt Lake City, Utah, 84111. We have issued Brunson Chandler & Jones, PLLC, 25,000 shares of our common stock in consideration of legal services rendered.73

19Item 7. SELLING SECURITY HOLDERS

~~Item~~This 11prospectus relates to the possible resale from time to time by C/M of any or all of the shares of common stock that may be issued by us to C/M under the Purchase Agreement. ~~INFORMATION~~For ~~WITH~~additional ~~RESPECT~~information TOregarding ~~THE~~the ~~REGISTRANT~~issuance of common stock covered by this prospectus, see the section titled [“C/M Committed Equity Financing”] above. We are registering the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with C/M on November 20, 2025 in order to permit the Selling Stockholder to offer the shares for resale from time-to-time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and as disclosed elsewhere in this prospectus or the information incorporated by reference herein (which include C/M and its affiliates’ roles as investor or lender in previous transactions with the Company and Sugar Auto Parts Inc.) C/M has not had any material relationship with us within the past three years, except for an affiliate’s lending money to us (and to Sugar Auto Parts, Inc.). Those loans to Sugar Auto Parts, Inc were exchanged for ALDS preferred stock which resulted in the issuance of the Series [B] Convertible Preferred Stock, (the “Series B”) and Series [D] Convertible Preferred Stock, (the “Series D”) in the June 13, 2025 Merger.

~~DESCRIPTION~~On OFApril ~~BUSINESS~~25, 2025, C/M and affiliated entities invested $675,000 in a convertible Note that was converted into Series D Convertible stock on June 13, 2025. As part of the convertible note financing C/M received 33,750,000 warrants with an exercise price of $0.02.

~~Products~~On April 25, 2025, Felices Enterprises, LLC invested $135,000 in a convertible Note that was converted into Series D Convertible stock on June 13, 2025. As part of the convertible note financing Felices Enterprises, LLC received 6,750,000 warrants with an exercise price of $0.02.

AsOn ofAugust ~~the~~1, ~~period from inception~~2025, ~~through~~ the ~~today’s~~Company ~~date,~~entered weinto ~~have~~a ~~generated~~twelve-month ~~limited~~promissory ~~revenue~~note ~~and~~in ~~incurred~~the ~~expenses~~amount ~~and~~of ~~operating losses~~$187,000 aswith ~~part~~Labrys ofFund ~~our developmental stage activities in developing three apps~~II, ~~B2BCHX, DRINX and ROOSTER~~L. ~~B2BCHX~~P. isThe ~~our~~note ~~first~~carries ~~fully~~a ~~developed~~12% ~~app~~interest ~~that~~rate isper ~~available~~annum inand ~~iTunes~~converts ~~App~~at ~~Store~~a ~~and~~25% ~~Google~~discount ~~Play~~to ~~and~~market aprice. ~~functioning~~Market ~~ecommerce~~price ~~website. B2BCHX~~shall ~~allows~~mean ~~business~~75% ~~owners~~of ~~around~~ the ~~world~~average toof ~~order~~the ~~three~~closing ~~levels~~prices of ~~background~~the ~~checks~~Common Stock on ~~Chinese~~the ~~companies~~Principal toMarket ~~prevent~~during ~~fraudulent~~the ~~business~~five ~~transactions. The~~(5) ~~retail~~trading ~~price~~day ~~for~~period ~~each~~immediately ~~report~~preceding isthe ~~$79,~~respective ~~$399~~conversion ~~and $1,299~~date.

~~ROOSTER~~On ~~ESSENTIALS~~November ~~ecommerce~~10, ~~website~~2025, ~~mobile~~the ~~website~~Company ~~and~~issued ~~app~~two ~~(iOS~~convertible ~~and~~promissory ~~Google~~notes ~~Play)~~to ~~has~~separate ~~been~~investors, ~~developed~~each ~~and~~with ~~launched~~a ~~BETA~~principal ~~operations~~amount inof ~~the~~$60,000, ~~third~~including ~~quarter~~a of$6,000 ~~fiscal~~original ~~year~~issue ~~2020~~discount ~~and~~for ~~launched~~a ~~its~~purchase ~~full~~price ~~commercial~~of ~~operations~~$54,000. inEach ~~the~~note ~~second quarter~~carries a one-time interest charge of ~~2022. ROOSTER~~12% ~~ESSENTIALS~~($7,200) isearned anin ~~online~~full ~~men’s~~on ~~grooming~~the ~~supply~~issue ~~store,~~date and itmatures ~~allows~~12 ~~men~~months toafter ~~fully~~issuance. ~~customize~~Both ~~which~~notes ~~products~~may ~~they~~be ~~receive~~converted ~~and~~into ~~set~~shares upof anthe ~~auto-delivery~~Company’s ~~schedule~~common ~~for~~stock ~~each~~at ~~product~~a ~~for~~conversion ~~automatic~~price ~~recurring~~equal ~~delivery.~~to ~~ROOSTER~~65% ~~ESSENTIALS~~of ~~currently~~the ~~carries~~lowest ~~over~~traded ~~200~~price ~~products~~during ~~from~~the ~~over~~10 80trading ~~brands. We~~days ~~anticipate~~preceding the ~~sources~~conversion ofdate, ~~revenue~~subject ~~will~~to ~~come~~customary ~~from~~adjustments ~~product~~and ~~purchases,~~a ~~advertising~~4.99% ~~and~~beneficial ~~sponsorships~~ownership limitation.

~~OFFICE~~On ~~HOP~~November ~~entered~~19, ~~beta~~2025, ~~testing in~~ the ~~fourth~~Company ~~quarter~~issued oftwo ~~2021~~convertible ~~and~~promissory isnotes ~~now~~to ~~fully~~separate ~~functional~~investors, ~~and~~each ~~began~~with ~~commercial~~a ~~operations~~principal inamount ~~January 2022. We believe OFFICE HOP fits perfectly into the needs~~ of ~~the~~$60,000, ~~post~~including ~~Covid~~a ~~working world~~$6,000 ~~where~~original ~~short~~issue ~~term~~discount ~~offices and meeting rooms will be in high demand. The OFFICE HOP model is like Airbnb~~ for ~~short~~a ~~term~~purchase ~~shared~~price orof ~~private office space and meeting rooms~~$54,000. ~~Those~~Each ~~offices~~note ~~that~~carries ~~have an extra office, shared desk, an empty meeting room or conference room may list the space and act as~~ a ~~host~~one-time ~~for~~interest acharge ~~user. Those users in need~~ of a12% ~~short-term shared desk~~($7,200) ~~meeting~~earned ~~room~~in orfull ~~private office may locate one~~ on ~~our platform and rent it out for use as needed by~~ the ~~hour,~~issue ~~half~~date ~~day,~~and ~~full~~matures ~~day,~~12 ~~week~~months orafter ~~month~~issuance. WeBoth ~~will~~notes ~~also~~may ~~offer~~be ~~access~~converted tointo ~~creative~~shares ~~spaces~~of ~~such~~the asCompany’s ~~photo~~common ~~studios~~stock ~~and~~at ~~pop-up~~a ~~art~~conversion ~~galleries~~price ~~and~~equal ~~will offer restaurants with private rooms a way~~ to ~~rent~~65% ~~out~~of the ~~space~~lowest ~~with~~traded aprice ~~menu~~during ~~included~~the ~~for~~10 ~~group~~trading ordays ~~lunch~~preceding ~~meetings. The revenue is expected to come from~~ the ~~10-15%~~conversion ~~service~~date, ~~fee~~subject ~~charged~~ to ~~Users~~customary ~~for~~adjustments ~~finding~~ and ~~making~~ a ~~transaction with one of our listed properties~~4.99% ~~The~~beneficial ~~platform~~ownership ~~is global~~limitation. ~~We will begin operations in North America and Europe and then eventually operate in South America and Asia.~~

~~Global~~On ~~Hemp~~November ~~Services~~20, ~~LLC~~2025, isthe Company issued a ~~low~~convertible ~~risk~~promissory ~~and~~note ~~low~~to ~~cost~~an ~~participation~~investor in the ~~fast~~principal ~~growing~~amount ~~Hemp~~of ~~and~~$150,000 ~~CBD~~that ~~market~~is ~~space.~~due WeAugust ~~have~~20, ~~licensed~~2026. The ~~out~~note ~~our~~accrues ~~fully~~interest ~~functional~~at ~~ecommerce platform in exchange for~~ a ~~15%~~rate ~~equity~~of ~~position and 2.~~5% ~~revenue~~and ~~share,~~is ~~with~~convertible ~~exclusive~~into ~~rights~~common tostock ~~purchase~~at ~~an additional 36% of the equity (for~~ a ~~total~~price of ~~51%) upon reaching revenue benchmarks~~$0.01 ~~Global~~per ~~Hemp Services LLC distributes Hemp and CBD products globally~~share, ~~including~~subject ~~Hemp based building materials, textiles, plastics, paper, personal care items and various CBD products. They will distribute wholesale~~ to ~~shops~~adjustment ~~and~~as ~~stores~~more ~~and~~fully ~~retail~~described ~~directly~~in tothe ~~consumers~~agreements.

~~Lollipop~~On ~~NFT~~November ~~will~~25, be2025, anthe ~~online~~Company ~~marketplace~~issued a convertible promissory note to an investor, ~~consignment~~each ~~store~~with a principal amount of $60,000, ~~creator~~including ~~platform~~a $6,000 ~~and~~original ~~wallet~~issue discount for ~~non-fungible~~a ~~tokens~~purchase ~~and~~price isof ~~being~~$54,000. ~~developed~~The ~~for~~note ~~use~~carries bya ~~individuals~~one-time interest charge of ~~all~~12% ~~levels~~($7,200) ~~from~~earned ~~beginners~~in tofull ~~experts. We~~on ~~have completed~~ the ~~design~~issue date and ~~preliminary~~matures ~~development~~12 ~~phase~~months ofafter ~~this project~~issuance. WeBoth ~~expect~~notes tomay ~~launch~~be converted into shares of the ~~platform~~Company’s incommon ~~our~~stock ~~second~~at ~~quarter~~a ofconversion ~~2023. Users~~price doequal ~~not~~to ~~need~~65% ~~have~~of athe ~~superior~~lowest ~~technology~~traded ~~background~~price orduring athe ~~high-level~~10 ~~understanding~~trading ofdays ~~non-fungible~~preceding ~~tokens~~the ~~(“NFT”) to~~conversion ~~enjoy~~date, ~~and~~subject ~~profit~~to ~~from~~customary ~~creating~~adjustments and ~~selling~~a ~~NFT’s~~4.99% beneficial ownership limitation.

~~Our~~The ~~DRINX~~foregoing ~~project~~descriptions isof ineach ~~early stage~~ of ~~development, and we believe~~ the ~~beta~~Purchase ~~version~~Agreement ~~will~~and ~~be ready by~~ the ~~second~~Note ~~quarter~~do ofnot ~~fiscal~~purport ~~year 2023. DRINX app allows anyone~~ to ~~purchase~~be acomplete ~~virtual drink ticket anywhere~~ and atare ~~any~~qualified ~~time~~in ~~for~~their ~~friends~~entirety ~~and~~by ~~colleagues. We~~reference ~~anticipate~~to the ~~sources~~full text of ~~revenue~~each ~~will~~of ~~come~~the ~~from~~Purchase ~~advertising~~Agreement and ~~sponsorships from alcohol companies promoting products on~~ the ~~app~~Note, ~~user~~which ~~fee~~are offiled ~~$0.99~~as Exhibits to ~~send~~this ~~each~~Current ~~drink~~Report ~~and~~on ~~discounts~~Form ~~provided~~8-K by(this ~~the~~“Form ~~bars~~8-K”) and ~~restaurants~~are ~~for~~incorporated ~~purchases~~herein ~~made~~ by ~~the app~~reference.

~~Competition~~74

~~Although~~C/M ~~there~~Purchase ~~are~~Agreement ~~countless app~~ and website developers and companies out there, we believe we have advantages over competitors. First our dual location of offices. Our business, management and marketing based in the U.S and our development team is located in Shanghai. Our creative team works in both places. Access to talent at a much more reasonable cost in Shanghai allows flexibility and that allows creativity to be explored more freely and makes Note

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).

~~completing~~The ~~projects~~CM ~~with~~Purchase ~~new~~Agreement orprovides ~~unique~~that, ~~features~~upon ~~much~~the ~~more~~terms ~~likely. We can also finish faster~~ and ~~for~~subject ~~less~~to ~~money~~the ~~and~~conditions ~~then~~set ~~focus~~forth ~~dollars~~in onthe ~~marketing~~CM ~~and~~Purchase ~~obtaining customers. Second~~Agreement, ~~our~~the ~~planned~~Company ~~access~~may toissue ~~investment capital~~ and ~~filing~~sell to ~~trade~~CM, ~~as a public company will allow us to not only build~~ and ~~develop~~CM ~~our~~shall ~~own~~purchase ~~concepts~~from ~~and~~the ~~ideas like any other app development company~~Company, ~~but~~up ~~we will also be able~~ to ~~explore~~$15,000,000, ~~opportunities~~subject to ~~invest~~certain inlimitations ~~and~~including ~~participate in~~ the ~~growth~~Selling ~~and~~Stockholder’s ~~development~~4.99% ofbeneficial ~~other~~ownership ~~companies that are not our own in-house projects, which will hopefully give us the advantage of accelerated growth~~limitation.

~~Marketing~~The ~~Strategy~~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.

~~Our~~The ~~marketing~~CM ~~strategy~~Purchase isAgreement ~~carefully~~essentially ~~built~~gives ~~and~~us ~~tailored~~the ~~for~~right ~~each~~to ofput ~~our~~(or ~~individual~~offer ~~projects.~~to ~~Multiple~~sell) ~~projects~~common instock ~~varying~~to ~~industries~~CM ~~allows~~as usdescribed tobelow. ~~cast~~Specifically, athe ~~wide~~purchase ~~net~~and insale ~~attracting~~terms ~~customers~~provided ~~from~~for ~~different~~by ~~marketplaces~~the ~~globally.~~CM Purchase Agreement are summarized as follows:

~~Our~~(i) ~~completed~~Fixed ~~project~~Purchase. ~~B2BCHX~~On ~~will~~any bebusiness ~~marketed~~day, asthe anCompany ~~anti-fraud~~has orthe ~~fraud~~right ~~prevention~~to ~~service~~direct ~~when~~CM ~~doing~~to ~~business~~purchase ~~with~~shares of common stock at a ~~Chinese~~purchase ~~company.~~price ~~The~~equal ~~Company~~to ~~believes~~95% ~~that~~of ~~globally,~~the ~~clients~~lower of ~~Chinese~~(A) ~~businesses~~the ~~have~~daily novolume ~~way~~weighted toaverage ~~verify~~price ~~information~~(“VWAP”) orof dothe aCompany’s ~~background~~common ~~check~~stock infor athe ~~cost-effective~~five ~~way.~~trading ~~B2BCHX~~days ~~helps~~immediately ~~prevent~~preceding ~~fraud~~the byapplicable ~~providing~~purchase ~~customers~~date ~~with~~for asuch ~~background~~Fixed ~~check~~Purchase inand an(B) ~~inexpensive,~~the ~~easy~~lowest totrading ~~read,~~price ~~one-page~~of ~~report.~~a ~~They~~share ~~can~~of ~~use~~common stock on such date; provided that if the ~~information~~closing ~~for~~price ~~confidence~~of ~~when~~the ~~sending~~common ~~money,~~stock toon ~~verify~~such ~~what~~date ~~they~~is ~~have~~lower ~~been~~than ~~told~~such bypurchase price, then the ~~company~~purchase ~~staff~~price orshall tobe ~~try~~reduced to ~~track~~equal ~~down~~such aclosing ~~company~~price, and provided further that ~~has~~such ~~not~~purchases ~~fulfilled~~shall ~~the~~be ~~obligations~~subject to ~~the~~a ~~customer.~~daily limitation of $100,000;

~~The~~(ii) ~~variations~~VWAP onPurchase. On any business day, the ~~types~~Company ofhas ~~businesses~~the weright ~~can~~to ~~develop~~direct ~~allows~~CM ~~our~~to ~~product~~purchase common stock at a purchase price equal to be95% ~~sold~~of ~~across~~the ~~multiple~~lower ~~market~~of ~~spaces~~(A) the closing sale price on such date and (B) the VWAP during the applicable VWAAP Purchase Period. We, ~~are~~provided ~~not~~that ~~limited~~such purchases shall be subject to a ~~single~~daily ~~market~~limitation orof ~~model.~~$100,000; and

~~The~~(iii) ~~strategic~~Additional ~~partnerships~~VWAP ~~with each of our individual in house projects are invaluable~~Purchase. ~~For~~In ~~our~~addition ~~Drinx app, which we plan~~ to ~~launch its Alpha version in~~ the ~~fall of 2023~~foregoing, ~~Beta~~the byCompany ~~winter~~also ~~2024,~~has ~~and~~the ~~commercial~~right ~~launch~~to indirect ~~Spring~~CM ~~2024,~~to wepurchase ~~have~~common ~~collaborated~~stock ~~with~~at a ~~well-known,~~purchase ~~long~~price ~~term~~equal ~~New York City restaurateur and club owner, Lesly Bernard. His knowledge and market experience will allow New York City~~ to be95% ~~our~~of ~~base city in~~ the ~~Drinx~~lower ~~service~~of ~~and~~(A) ~~expand from there. Bernard will consult and advise on~~ the ~~development~~VWAP offor the ~~look~~applicable ~~and~~Additional ~~feel~~VWAP ofPurchase ~~the~~Period ~~app~~during ~~and will participate in~~ the ~~launch~~applicable ofAdditional ~~the~~VWAP ~~app~~Purchase inDate ~~each~~for ~~city. He~~such ~~will~~Additional ~~lead~~VWAP ~~project~~Purchase, ~~management~~ and ~~will~~(B) bethe ~~active~~Closing inSale ~~the~~Price ~~marketing~~ of the ~~service. In~~Common ~~exchange~~Stock ~~for~~on ~~his~~such ~~time~~applicable ~~and~~Additional ~~efforts,~~VWAP ~~Bernard~~Purchase ~~has~~Date ~~agreed~~for insuch toAdditional ~~take~~VWAP aPurchase, ~~minority~~provided ~~equity~~that ~~position~~such inpurchases ~~the~~shall ~~Drinx~~be ~~app. We~~subject ~~are negotiating~~ to ~~bring~~a indaily ~~additional~~limitation ~~brand~~of ~~ambassadors and influencers including Natalia Bruschi~~$100,000.

WeThe ~~have~~foregoing ~~also~~purchase ~~engaged~~terms anare ~~IR/PR~~subject ~~team~~ to ~~help~~certain ~~create~~conditions ~~marketing campaigns~~ and ~~create~~limitations, ~~editorial~~including ~~content~~daily ~~for~~volume ~~each of our businesses as we launch. And soon OfficeHop~~ and ~~have~~dollar ~~paused~~amount ~~the~~limitations ~~marketing~~with ~~campaign~~respect ~~for B2BCHX~~ to ~~allow~~each ~~gloabal~~type ~~factory~~of ~~orders~~purchase todescribed ~~re-establish~~above ~~themselves~~within ~~post~~a ~~pandemic.~~given Weday, ~~are~~and ~~currently in~~ a ~~soft~~4.99% ~~launch~~beneficial ofownership ~~Rooster~~limitation ~~using~~ with arespect ~~well-timed~~to ~~and~~CM’s ~~placed~~ownership ~~marketing~~of ~~campaign and plan to re-ignite~~ the ~~B2BCHX~~Company’s ~~model~~common ~~and launch OfficeHop this fall~~stock.

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

WeUnless ~~currently~~earlier ~~have~~terminated ~~one~~as ~~full~~provided ~~time~~under ~~employee~~the ~~who~~CM ~~does~~Purchase ~~have~~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 ~~formal~~part ~~employment~~pursuant ~~agreement.~~to WeRule ~~plan~~415(a)(5) of the Securities Act, (ii) the date on which CM shall have purchased the maximum amount pursuant to ~~hire~~the ~~additional~~CM ~~employees~~Purchase asAgreement, ~~needed~~(iii) asthe date on which the Company’s ~~grows.~~common Westock ~~currently~~shall have ~~engaged~~failed to be listed or quoted on the ~~services~~OTC ofMarkets ~~several~~OTCID ~~independent~~Basic ~~contractors~~Market toor ~~fill~~on ~~employee~~another ~~positions~~national securities exchange, ~~including~~(iv) ~~our~~30 ~~chief~~trading ~~financial~~days ~~officer~~following commencement of bankruptcy proceedings, ~~our~~and ~~investor~~(v) ~~relations~~the ~~director~~date on which, ~~our~~pursuant ~~project~~to ~~manager~~or within the meaning of any bankruptcy law, ~~and~~a ~~our~~custodian ~~chief~~is ~~legal~~appointed ~~officer~~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.

~~Legal Proceedings~~75

WeIn ~~know~~addition, ofthe noCompany ~~existing~~may orterminate ~~pending~~the ~~legal~~CM ~~proceedings~~Purchase ~~against~~Agreement usby ~~other~~giving ~~than~~CM, asone ~~disclosed~~trading ~~below~~day’s prior written notice, ~~nor~~and ~~are~~CM wemay ~~involved~~terminate asthe aCM ~~plaintiff~~Purchase inAgreement ~~any~~by ~~proceeding~~giving orthe ~~pending~~Company ~~litigation.~~10 ~~There~~trading’s ~~are~~days’ noprior ~~proceedings~~written innotice ~~which~~upon ~~any~~the occurrence of ~~our~~certain ~~directors~~specified events which more particularly set forth in the CM Purchase Agreement, ~~officers~~[need orto review these items] including any failure to maintain the effectiveness of ~~their~~a ~~respective~~registration ~~affiliates,~~statement orregistering ~~any~~the ~~beneficial~~resale ~~stockholder~~of the shares of common stock issuable under the CM Purchase Agreement, isfailure anto ~~adverse~~maintain ~~party~~listing orof ~~has~~the common stock on the OTC Markets OTCID Basic Market or a ~~material~~national ~~interest~~securities ~~adverse~~exchange, toand ~~our~~the ~~interest~~occurrence of certain other enumerated events.

~~Other~~Registration ~~Information~~Rights Agreement

~~None~~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.

21Commitment Note

~~MARKET~~Under ~~PRICE~~the OFCM ~~THE~~Purchase ~~REGISTRANT’S~~Agreement, ~~COMMON~~the ~~EQUITY~~Company ~~AND~~agreed ~~RELATED~~to ~~STOCKHOLDER~~issue ~~MATTERS~~to CM “Commitment Note” in the form of a convertible note having a value of 1.5% of the maximum ELOC amount. The Company issued a note in the amount of $225,000 as the Commitment Fee or Commitment Note pursuant to this requirement. On November 20, 2025, in a separate private placement of CM purchased a convertible note in the amount of $150,000.

~~Common~~The ~~Stock~~above descriptions of certain material terms of the CM Purchase Agreement, Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are included as exhibits to the Company’s filings with the SEC and are incorporated herein by reference.

~~Our~~This ~~common~~prospectus ~~stock~~relates is currently quoted on the OTC Market’s OTCQB Venture Marketplace (“OTCQB”) under the symbol “ALDS”. The following table sets forth for the periods indicated the high and low tradedprice per share of our common stock as reported on the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactionsto:

~~OTC~~·The ~~Markets~~resale ~~Group~~of ~~Inc.~~1,742,897,698 ~~OTCQB~~shares ~~(1)~~of common stock by certain of the selling security holders;

		High $				Low $
May 22, 2019-December 30, 2022			0.40				0.0182

·The issuance by us and resale of 40,500,000 shares of common stock reserved for issuance upon the exercise of outstanding warrants;

~~(1)~~·The ~~Over-the-counter~~issuance ~~market~~by ~~quotations~~us ~~reflect~~and ~~inter-dealer~~resale ~~prices without retail mark-~~up, ~~mark-down~~to ~~or commission~~473,100,000 ~~and~~shares ~~may~~pursuant ~~not~~the ~~represent~~Convertible ~~actual~~Preferred ~~transactions.~~Stock;

~~Holders~~·The ofissuance ~~Record~~by us and resale up to 387,775,000 shares pursuant the Convertible Debentures; and

As·The ofpossible ~~December~~resale ~~30,~~by ~~2022,~~CM ~~we had 55 holders~~ of ~~record~~shares of ~~our~~ common stock. ~~The~~that ~~actual~~have ~~number~~been ofor ~~stockholders~~may isbe ~~greater~~issued ~~than~~to ~~this~~CM ~~number~~pursuant ofto ~~record~~the ~~holders~~CM ~~and~~Purchase ~~includes~~Agreement ~~stockholders~~of ~~who~~up ~~are~~to ~~beneficial~~1,500,000,000 ~~owners but whose~~ shares ~~are held in street name by brokers and other nominees~~.

~~Dividends~~We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of certain registration rights agreements, which we entered into with the selling security holders, in which we agreed to provide certain registration rights with respect to sales by selling security holders of the shares of our common stock that have been or may be issued pursuant to their respective agreements.

WeSelling ~~have~~security ~~never~~holders, ~~declared~~may, orfrom ~~paid~~time ~~cash~~to ~~dividends~~time, onoffer ~~our~~and ~~common~~sell ~~stock.~~pursuant Weto ~~currently~~this ~~intend~~prospectus toany ~~retain~~or all ~~available~~of ~~funds~~the ~~and~~shares ~~any~~that ~~future~~we ~~earnings~~have ~~for~~issued ~~use~~or inmay ~~the~~sell ~~operation~~to ofCM ~~our~~under ~~business~~the ~~and~~CM doPurchase ~~not~~Agreement. ~~anticipate~~The ~~paying~~selling ~~any~~security ~~dividends~~holders onmay ~~our~~sell ~~common~~some, ~~stock~~all inor ~~the~~none ~~foreseeable~~of ~~future,~~its ifshares. atWe ~~all.~~do ~~Any~~not ~~future~~know ~~determination~~how tolong ~~declare~~the ~~dividends~~selling ~~will~~security beholder ~~made~~will athold the ~~discretion~~shares ofbefore ~~our~~selling ~~board~~them, ~~of directors~~ and ~~will~~we ~~depend~~currently onhave ~~our~~no ~~financial condition~~agreements, ~~results~~arrangements ofor ~~operations,~~understandings ~~capital~~with ~~requirements,~~the ~~general~~selling ~~business~~security ~~conditions~~holder ~~and~~regarding ~~other~~the ~~factors~~sale ~~that~~of ~~our~~any ~~board~~ of ~~directors~~the ~~may deem relevant~~shares.

~~MANAGEMENT’S~~The ~~DISCUSSION~~CM ~~AND~~stockholder ~~ANALYSIS~~identified OFin ~~FINANCIAL~~this ~~CONDITION~~prospectus ~~AND~~may ~~RESULTS~~offer OFand ~~OPERATION~~sell up to 1,500,000,000 shares of our common stock, which consists of shares of common stock to be sold by CM pursuant to the CM Purchase Agreement. If issued presently, the shares of common stock registered for resale by CM would represent [30%] of our issued and outstanding shares of common stock as of November 20, 2025.

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.76

22We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

~~Overview~~The CM selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column “Shares of Common Stock Being Offered” in the table below.

~~APPlife~~CM ~~Digital~~will ~~Solutions,~~be ~~Inc.~~deemed ~~(the “Company”) was formed March 5, 2018, in Nevada and has offices in San Francisco, California and Shanghai, China. Our office in San Francisco, California allows us~~ to ~~take~~be ~~advantage~~an ofunderwriter ~~the~~within ~~marketing opportunities available in~~ the ~~United~~meaning ~~States as well as keeping close proximity to sources~~ of ~~capital~~the ~~whether~~Securities ~~it is debt or equity~~Act. ~~Our~~ ~~offices~~Any inprofits ~~Shanghai,~~realized ~~China~~by ~~allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries~~ such asselling ~~the~~stockholder ~~United~~may ~~States~~be ordeemed ~~Europe. The Company’s mission is using digital technology~~ to ~~create~~be ~~and~~underwriting ~~invest in eCommerce and Cloud based businesses that make life, business and living easier, more efficient, and just smarter~~commissions.

Information concerning the CM selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholder upon termination of this offering, because the CM selling stockholder may offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold, hereunder, will not exceed the number of shares offered, hereby. Please read the section entitled “Plan of ~~Operation~~Distribution” in this prospectus.

~~Our~~The ~~marketing~~manner ~~and~~in ~~business~~which ~~management/executive~~the ~~team~~selling ~~will operate~~stockholder ~~from~~acquired ~~both~~or ~~Shanghai China and our offices in San Francisco. We~~ will ~~continue~~acquire toshares ~~explore new concepts and opportunities to invest in projects that meet our criteria We have incurred expenses and operating losses, as part~~ of our ~~activities~~common instock ~~developing~~is ~~e-commerce~~discussed ~~platforms,~~below ~~B2BCHX,~~under ~~OFFICEHOP, ROOSTER ESSENTIALS and in Global Hemp Service LLC.V2~~ “The ~~capital we raise will go into marketing, acquisitions and revenue generation~~Offering. ~~This will take our vision forward and to the next level.~~”

The ~~APPlife~~following ~~Digital~~table ~~Solutions~~sets ~~business~~forth ~~model~~the isname ~~two-fold.~~of ~~First~~each selling stockholder, isthe tonumber ~~market~~of shares of our ~~current~~common ~~in-house~~stock ~~developed~~beneficially ~~projects~~owned ~~OfficeHop,~~by ~~B2BCHX~~such stockholder before this offering, ~~ROOSTER~~the ~~ESSENTIALS~~number ~~ecommerce~~of shares to be offered for such stockholder’s account and ~~cloud~~the ~~based~~number ~~business~~and ~~over~~(if one percent or more) the ~~next~~percentage ~~year,~~of ~~work~~the class to ~~add~~be ~~partnerships~~beneficially ~~like~~owned by such stockholder after completion of the ~~Global~~offering. ~~Hemp~~The ~~Service~~number ~~LLC~~of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to ~~add~~which ~~additional~~a ~~in-house~~person ~~developed~~has ~~projects~~sole ~~including~~or ~~Lollipop~~shared ~~NFT~~voting inpower or investment power and any shares of common stock which the ~~second~~person ~~quarter~~has the right to acquire within 60 days, through the exercise of ~~2023~~any ~~and~~option, ~~DRINX~~warrant ~~starting~~or inright, ~~2023. We~~through ~~plan~~conversion of any security or pursuant to ~~engage~~the ~~multiple~~automatic ~~resources~~termination of a power of attorney or revocation of a trust, ~~add~~discretionary ~~staff~~account or similar arrangement, and ~~create~~such ~~partnerships~~shares asare ~~needed~~deemed to be beneficially owned and asoutstanding ~~capital~~for ~~becomes~~computing ~~available~~the toshare ~~market~~ownership and ~~grow~~percentage ~~revenue~~of ~~for~~the ~~B2BCHX~~person holding such options, ~~OFFICE~~warrants ~~HOP~~or other rights, ~~LOLLIPOP~~but ~~NFTand~~are ~~ROOSTER~~not ~~ESSENTIALS~~deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 2,002,897,698 shares of our common stock outstanding as of December 8, 2025.

~~The~~Unless ~~second~~otherwise set forth below, ~~but~~(a) ~~equally~~the ~~important~~persons ~~part~~and ofentities ~~our~~named ~~business~~in ~~model~~the istable tohave ~~target~~sole ~~acquisitions~~voting and ~~projects~~sole ~~that~~investment ~~can~~power bewith ~~assisted~~respect byto ~~our~~the ~~marketing~~shares ~~and~~set ~~capitalization~~forth ~~capabilities~~opposite ~~where~~the weselling ~~can~~stockholder’s ~~play~~name, ansubject ~~active~~to ~~role~~community inproperty ~~the~~laws, ~~project’s~~where ~~success~~applicable, and ~~make~~(b) ~~the~~no ~~acquisitions~~selling tostockholder ~~add~~had toany ~~our~~position, ~~revenue~~office ~~stream.~~or Weother ~~seek~~material ~~acquisition~~relationship ~~targets~~within ~~that~~the ~~have~~past athree ~~model~~years, ~~that~~with ~~fits~~us or with any of our ~~vision~~predecessors ~~and~~or ~~area~~affiliates. The number of ~~interest,~~shares isof ~~currently~~common ~~generating~~stock ~~revenue~~shown ~~with~~as ~~room~~beneficially ~~for~~owned ~~growth~~before ~~and~~the aoffering ~~strong~~is ~~management~~based ~~team~~on ~~that~~information ~~will~~furnished ~~stay~~to onus ~~board~~or ~~and~~otherwise ~~continue~~based on information available to ~~operate~~us at the ~~entity~~timing ~~post~~of ~~acquisition~~the filing of the registration statement of which this prospectus forms a part.

~~Our current projects:~~77

B2BCHX is our first fully developed app that is available in Google Play and a functioning ecommerce and mobile website. B2BCHX allows business owners around the world to order three levels of background checks in English on Chinese companies to prevent fraudulent business transactions, to gather information in order to gain confidence when doing business with a Chinese entity or to pursue legal remedy against fraudulent Chinese Company. The reports are researched and written by a licensed law firm in Shanghai China in a partnership agreement with B2BCHX. These reports are not auto generated and are carefully researched to give our users the most accurate information. The retail price for each report is $79, $399 and $1,299. The partnership with the law firm is on a 20% revenue share, which leaves B2BCHX an 80% per report profit margin to cover development expenses, maintenance and profit.

	Before the Offering					After the Offering
Name of Selling Security holders	Number of Shares of Common Stock Beneficially Owned (1)	Shares Underlying Number of Warrants	Underlying Convertible Debentures, Convertible Preferred Stock and eloc	Percentage Beneficially Owned (2)	Number of Shares of Common Stock Being Offered (3)	Number of Shares of Common Stock Beneficially Owned	Percentage Beneficially Owned
Christopher Davenport	567,000,000	-	-	28.35%	567,000,000	-	-
The Sadewasser Trust (Carleen Sadewasser)	140,000,000	-	-	7.00%	140,000,000	-	-
Jared Davenport	30,000,000	-	-	1.50%	30,000,000	-	-
Mammoth Crest Capital, LLC	500,000,000	-	-	25.00%	500,000,000	-	-
EMC2 Capital LLC	50,000,000	-	-	2.50%	50,000,000	-	-
MacRab LLC	20,000,000	-	-	1.00%	20,000,000	-	-
SportsAlert Media LLC	20,000,000	-	-	1.00%	20,000,000	-	-
Colby Hill	60,000,000	-	-	3.00%	60,000,000	-	-
Colby Michael Hill - IRA	20,000,000	-	-	1.00%	20,000,000	-	-
James Boening	100,000,000	-	-	5.00%	100,000,000	-	-
Bryan Sweeley	20,000,000	-	-	1.00%	20,000,000	-	-
Sergio and Cheryl Salzano Family Trust	61,000,000	-	-	3.05%	61,000,000	-	-
Robert J Brown	22,400,000	-	-	1.12%	22,400,000	-	-
North Industrial Machine LLC	89,600,000	-	-	4.48%	89,600,000	-	-
Bruce Russell	5,000,000	-	-	0.25%	5,000,000	-	-
Troy Doss amd Brandi Doss	30,000,000	-	-	1.50%	30,000,000	-	-
Rodney Schoemann Jr	5,000,000	-	-	0.25%	5,000,000	-	-
Brunson Chandler & Jones PLLC	-	-	10,000,000	0.00%	5,000,000	-	-
Nabil Freeman	-	-	5,000,000	0.00%	2,500,000	-	-
The CFO Squad LLC	-	-	41,000,000	0.00%	20,500,000	-	-
Jean-Michel Chalayer	-	-	5,000,000	0.00%	2,500,000	-	-
Stephen N Solarsh	-	-	22,000,000	0.00%	11,000,000	-	-
Natasha Pilbrow	-	-	5,000,000	0.00%	2,500,000	-	-
Labrys Fund II LP	-	-	172,900,000	0.00%	54,837,158	-	-
Felices Enterprises LLC	-	6,750,000	36,000,000	0.00%	42,750,000	-	-
WVP Emerging Manager Onshore Fund, LLC - C/M Capital Series	-	23,625,000	126,000,000	0.00%	149,625,000	-	-
Tri-Bridge Ventures LLC	-	-	42,000,000	0.00%	42,000,000	-	-
Bionance LLC	-	-	42,000,000	0.00%	42,000,000	-	-
104 LLC	-	-	42,000,000	0.00%	42,000,000	-	-
ClearThink Capital Partners	-	-	42,000,000	0.00%	42,000,000	-	-
C/M Capital Master Fund LP pref d	-	10,125,000	54,000,000	0.00%	64,125,000	-	-
C/M Capital Master Fund LP new note	-	-	169,100,000	0.00%	169,100,000	-	-
C/M Capital Master Fund LP - eloc	-	-	1,546,875,000	0.00%	1,546,875,000	-	-
Mackey Alligood	2,028,388	-	-	0.10%	2,028,388	-	-
Stephen Kiront	434,655	-	-	0.02%	434,655	-	-
Barry Kiront	434,655	-	-	0.02%	434,655	-	-

ROOSTER ESSENTIALS ecommerce website, mobile website and app (iOS and Google Play) has been developed and launched BETA operations in the third quarter of fiscal year 2020 and launched its full commercial operations in the second quarter of 2022. ROOSTER ESSENTIALS is an online men’s grooming supply store, and it allows mento fully customize which products they receive and set up an auto-delivery schedule for each product for automatic recurring delivery. ROOSTER ESSENTIALS currently carries over 200 products from over 80 brands. We anticipate the sources of revenue will come from purchases averaging $500 per user, per year and advertising and sponsorships.78

OFFICE HOP entered beta testing in the fourth quarter of 2021 and is now fully functional and began commercial operations in January 2022. We believe OFFICE HOP fits perfectly into the needs of the post Covid working world, where short term offices and meeting rooms will be in high demand. The OFFICE HOP model is like Airbnb for short term shared or private office space and meeting rooms. Those offices that have an extra office, shared desk, an empty meeting room or conference room may list the space and act as a host for a user. Those users in need of a short-term shared desk, meeting room or private office may locate one on our platform and rent it out for use as needed by the hour, half day, full day, week or month. We will also offer access to creative spaces such as photo studios and pop-up Footnotes:

23(1)Excludes the warrants held by the selling security holders as they have not been exercised and they are out of the money for the purpose of this section.

~~art~~(2)Based ~~galleries~~on ~~and~~2,002,897,698 ~~will~~shares ~~offer~~of ~~restaurants~~common ~~with~~stock ~~private~~issued ~~rooms a way to rent out the space with a menu included for group or lunch meetings. The revenue is expected to come from the 10-15% service fee charged to Users for finding~~ and ~~making~~outstanding aas ~~transaction with one~~ of ~~our~~December ~~listed~~8, ~~properties~~2025. ~~The platform is global. We will begin operations in North America and Europe and then eventually operate in South America and Asia.~~

~~Global~~(3)Assumes ~~Hemp~~sale ~~Services~~of ~~LLC~~all isshares aavailable ~~low risk and low cost participation in the fast growing Hemp and CBD market space. We have licensed out our fully functional ecommerce platform in exchange~~ for asale ~~15%~~under ~~equity~~this ~~position~~prospectus and ~~2.5%~~no ~~revenue~~further ~~share,~~acquisitions ~~with~~of ~~exclusive~~shares ~~rights~~by ~~to purchase an additional 36% of~~ the ~~equity~~selling ~~(for~~security ~~a total of 51%) upon reaching revenue benchmarks~~holders. Global Hemp Service distributes Hemp and CBD products globally, including Hemp based building materials, textiles, plastics, paper, personal care items and various CBD products. They will distribute wholesale to shops and stores and retail directly to consumers.

~~Lollipop~~(4)Includes ~~NFT will be an online marketplace~~567, ~~consignment store~~000,000 ~~creator~~shares ~~platform, and wallet for non-fungible token sand is being developed for use by individuals~~ of ~~all~~our ~~levels,~~common ~~from~~stock ~~beginners~~currently ~~to experts~~owned. WeThe ~~have~~address ~~completed the design and preliminary development phase~~ of ~~this project~~Mr. WeDavenport ~~expect~~is to5114 ~~launch~~Thataboy ~~the~~Court, ~~platform~~Las inVegas, ~~our~~NV ~~second quarter of 2023~~89130. ~~Users do not need have a superior technology background or a high-level understanding of non-fungible tokens to enjoy and profit from creating and selling NFT’s.~~

~~Our~~(5)Includes ~~DRINX~~140,000,000 ~~project~~shares ~~is in early stage~~ of ~~development~~our ~~and~~common westock ~~believe~~currently ~~the~~owned. ~~beta~~The ~~version~~address ~~will be ready by the second quarter~~ of ~~fiscal year 2023~~Ms. ~~DRINX~~Sadewasser ~~app~~is ~~allows~~1321 ~~anyone to purchase a virtual drink ticket anywhere and at any time for friends and colleagues~~N. We ~~anticipate~~Garrison ~~the~~Road, ~~sources of revenue will come from advertising and sponsorships from alcohol companies promoting products on the app~~Vancouver, ~~user~~WA ~~fee of $0~~98664.~~99 to send each drink and discounts provided by the bars and restaurants for purchases made by the app.~~

~~Results~~(6)Includes 30,000,000 shares of ~~Operations~~our ~~for~~common ~~Three~~stock ~~Months~~currently ~~Ended~~owned. ~~September~~The ~~30,~~address ~~2022~~of ~~and~~Mr. ~~September~~J. 30Davenport is 5114 Thataboy Court, ~~2021~~Las Vegas, NV 89130.

~~Revenue~~(7)Includes 500,000,000 shares of our common stock currently owned by Mammoth Crest Capital LLC (“MCC”). Mr. Michael Hill, our CEO, and Barrett Evans, our CFO, are managers of MCC, have voting control and investment discretion over the securities reported herein that are held by MCC. Mr. Hill and Mr. Evans may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by MCC. The address of MCC is 701 Anacapa Street, Suite C, Santa Barbara, CA 93101.

~~For~~(8)Includes ~~the~~500,000,000 ~~three~~shares ~~months~~of ~~ended~~our ~~September~~common ~~30,~~stock ~~2022~~currently ~~and~~owned ~~2021~~by EMC2 Capital LLC (“EMC”). Mr. Barrett Evans, weour ~~generated~~CFO, ~~revenue~~is the managers of ~~$16~~EMC,~~961~~ have voting control and ~~$840,~~investment ~~respectively~~discretion over the securities reported herein that are held by EMC. ~~The~~Mr. ~~Company~~Evans ~~has~~may ~~been~~be indeemed ~~the~~to ~~process~~have ofbeneficial ~~marketing~~ownership ~~and~~(as ~~developing~~determined ~~its~~under ~~apps,~~Section ~~hiring~~13(d) ~~developers~~of ~~and~~the ~~coders,~~Exchange ~~incurring~~Act ~~professional~~of ~~fees~~the ~~for~~securities ~~registering~~reported ~~its~~herein ~~common~~that ~~stock~~are ~~and~~held ~~identifying~~by ~~other~~EMC. ~~apps~~The ~~and~~address ~~partnerships~~of toEMC ~~generate~~is ~~revenues~~701 asAnacapa ~~the~~Street, ~~Company~~Suite ~~expands~~C, ~~its~~Santa ~~operations~~Barbara, CA 93101.

~~Operating~~(9)Includes ~~Loss~~20,000,000 shares of our common stock currently owned. Mr. Mackey Alligood is the manager of MacRab, has voting control and investment discretion over the securities reported herein that are held by MacRab. Mr. Alligood may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by MacRab. The business address of MacRab is 4598 Cornwall Drive, Merritt Island, FL 32953.

~~For~~(10)Includes ~~the~~20,000,000 ~~three~~shares ~~months~~of ~~ended~~our ~~September~~common 30stock currently owned by SportsAlert Media, ~~2022~~LLC ~~and~~(“SAM”). ~~2021~~Mr. weMichael ~~had~~Hill, ~~operating~~our ~~losses~~CEO, is the manager of ~~$659~~SAM,~~747~~ has voting control and ~~$897,617,~~investment ~~respectively~~discretion over the securities reported herein that are held by SAM. ~~This~~ ~~loss~~Mr. ~~was~~Hill ~~due~~may ~~primarily~~be deemed to have beneficial ownership (as determined under Section 13(d) of the ~~stock~~Exchange ~~compensation~~Act ~~and~~of ~~professional~~the ~~fees~~securities ~~paid~~reported toherein ~~consultants~~that are held by SAM. The business address of SAM is 6073 Paseo Palmilla, Goleta, CA 93117.

~~Other Income~~ (~~Expense~~11)Includes 60,000,000 shares of our common stock currently owned. The address of Mr. Colby Hill is 3478 Lakeside Dr NE, Unit 1802, Atlanta, GA 30326

~~For~~(12)Includes ~~the three months ended September 30~~20, ~~2022 and 2021~~000,000 weshares ~~incurred a loss~~ of ~~and~~our ~~$2.513~~common ~~and~~stock ~~$21,981~~currently ~~from other income and expenses, respectively, which was primarily due to interest expense on notes payable to shareholders and change in fair value of derivative liability~~owned. WeThe ~~recorded~~address ~~gain~~ of ~~$115,249 due to change in fair value of derivative liability and $117,762 of interest expense for the three months ended September 30, 2022~~Mr. ~~Similarly,~~Colby ~~for~~Hill ~~the~~is ~~three~~3478 ~~months~~Lakeside ~~ended~~Dr ~~September 30~~NE, ~~2021,~~Unit ~~we had $48~~1802,~~619~~ ~~of gain due to settlement of debt~~Atlanta, aGA ~~gain of $18,387 due to change in fair value of derivative liability and $88,987 of interest expense.~~30326

~~Net~~(13)Includes ~~loss~~100,000,000 shares of our common stock currently owned. The address of Mr. Boening is 4092 Dream Catcher Drive, Woodstock, GA 30189.

We(14)Includes ~~reported~~20,000,000 ashares ~~net~~of ~~loss~~our ofcommon ~~$659,747~~stock ~~and~~currently ~~$919,598~~owned. ~~for~~The ~~the~~address ~~three~~of ~~months~~Mr. ~~ended~~Sweeley ~~September~~is ~~30,~~50 ~~2022~~Chester ~~and~~Circle, ~~2021~~Los Altos, ~~respectively~~CA 94022.

24(15)Includes 61,000,000 shares of our common stock currently owned. The address of the Salzano Family Trust is 1935 Buckhorn Butte CT, Las Vegas, NV 89149.

~~Working~~(16)Includes ~~Capital~~22,400,000 shares of our common stock currently owned. The address of the Mr. Brown is 334 Kings Place Drive, Hartsville, SC 29551.

		September 30, 2022		June 30, 2022
Current assets	$	301,126	$	261,471
Current liabilities		1,059,355		980,329
Working capital	$	(758,229)	$	(718,858)

(17)Includes 89,600,000 shares of our common stock currently owned by North Industrial Machine LLC (“NIM”). Mr. Danny Johnson Jr. is the manager of NIM, has voting control and investment discretion over the securities reported herein that are held by NIM. Mr. Johnson may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by NIM. The business address of NIM is PO Box 1734, Hartsville, SC 29551.

We(18)Includes ~~anticipate~~5,000,000 ~~generating~~shares ~~losses~~of ~~and,~~our ~~therefore~~common stock currently owned by Premier Metal Finishing LLC (“PMF”). Mr. Bruce Russell is the manager of PMF, has voting control and investment discretion over the securities reported herein that are held by PMF. Mr. Russell may be ~~unable~~deemed to ~~continue~~have ~~operations~~beneficial inownership (as determined under Section 13(d) of the ~~future.~~Exchange IfAct weof ~~require~~the ~~additional~~securities ~~capital,~~reported weherein ~~will~~that ~~have~~are toheld ~~issue~~by ~~debt~~PMF. orThe ~~equity~~business oraddress ~~enter~~of ~~into~~PMF ais ~~strategic~~12829 ~~arrangement~~NE ~~with~~Airport aWay, ~~third~~Portland, ~~party~~OR 97230.

~~Going Concern~~79

As(19)Includes ~~reflected in the accompanying financial statements~~30, ~~the Company has minimal revenue generating operations and has an accumulated deficit $14~~000,~~037,578~~000 ~~and~~shares ~~$ 13,377,831 as~~ of ~~September~~our ~~30,~~common ~~2022~~stock ~~and~~currently ~~June 30, 2022, respectively~~owned. ~~In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt about its ability to continue as a going concern.~~ The ~~ability~~address of the ~~Company~~Mr. to& ~~continue~~Mrs. asDoss ~~a going concern~~ is ~~dependent~~4317 onE ~~the~~Timberwood ~~Company’s ability to raise additional capital and implement its business plan. There can be no assurance that any additional financings~~Drive, ~~would~~Traverse ~~be available to the company unsatisfactory terms and conditions if at all. The current pandemic known as COVID-19 as described in Note 5~~City, ~~creates~~MI ~~additional uncertainty~~49686. ~~The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.~~

~~The~~(20)Includes ~~Company~~30,000,000 ~~anticipates~~shares ~~additional~~of ~~equity~~our ~~financings~~common tostock ~~fund~~currently ~~operations in the future~~owned. ~~Should~~The ~~management fail to adequately~~ address ~~the~~of ~~issue,~~ the ~~Company~~Mr. ~~may~~Rodney ~~have~~Schoemann toJr. ~~reduce~~is ~~its~~8812 ~~business~~Windlake ~~activities~~Drive, orDenham ~~curtail~~Springs, ~~its~~LA ~~operations~~70726.

~~Liquidity~~(21)Includes 10,000,000 shares of our common stock issuable upon conversion of preferred stock. The preferred stock held by Brunson Chandler and ~~Capital~~Jones ~~Resources~~PLLC (“BCJ”) are subject to a beneficial ownership limitation of 4.99%, which does not permit BCJ to convert a portion of the preferred stock that would result in BCJ and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. Chance Chandler (“Mr. Chandler”), who is partner of BCJ, has voting control and investment discretion over the securities reported herein that are held by BCJ. As a result, Mr. Changler may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by BCJ. The business address for BCJ is 175 S Main Suite 1410, Salt Lake City, UT 84111.

		Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
Net Cash Used in Operating Activities	$	(189,116)	$	(224,791)
Net Cash Used in Investing Activities		—		—
Net Cash Provided by Financing Activities		225,000			480,000
Net Increase in Cash	$	35,884	$		255,209

(22)Includes 30,000,000 shares of our common stock issuable upon conversion of preferred stock. The address of Mr. Nabil Freeman is 85 Longley Road, Harrow, HA14TQ, GB.

~~Our~~(23)Includes ~~cash was $225~~41,~~117 on September 30~~000,000 ~~2022. We~~shares ~~recorded a net loss~~ of ~~$659,747~~our ~~for~~common ~~the~~stock ~~three~~issuable ~~months~~upon ~~ended~~conversion ~~September~~of ~~30,~~preferred ~~2022~~stock. The Wepreferred ~~expect~~stock ~~our~~held ~~expenses~~by ~~will~~The ~~continue~~CFO toSquad ~~increase~~LLC ~~during~~(“TCS”) ~~the~~are ~~foreseeable~~subject ~~future~~to as a ~~result~~beneficial ofownership ~~increased~~limitation ~~operations and the development~~ of ~~our~~4.99%, ~~apps~~which ~~and~~does ~~business~~not ~~operations. We~~permit ~~anticipate~~TCS ~~generating~~to ~~revenues~~convert ~~with~~a ~~our~~portion ~~B2BCHX~~of ~~app,~~the ~~but~~preferred ~~only~~stock ~~minimal~~that ~~revenues~~would ~~for~~result ~~our~~in ~~other~~TCS ~~apps~~and ~~over~~its ~~the~~affiliates ~~next~~owning, ~~twelve~~after ~~months. Consequently~~exercise, wea ~~are~~number ~~dependent~~of onshares ~~the~~of ~~proceeds~~common ~~from~~stock ~~future~~in ~~debt~~excess orof ~~equity~~the ~~investments~~beneficial toownership ~~sustain~~limitation. ~~our~~Joseph ~~operations~~Himy ~~and implement our business plan~~(“Mr. If weHimy”), ~~are~~who ~~unable~~is toManaging ~~raise~~Director ~~sufficient~~of ~~capital~~TCS, wehas ~~will~~voting becontrol ~~required~~and toinvestment ~~delay~~discretion orover ~~forego~~the ~~some~~securities ~~portion~~reported ofherein ~~our~~that ~~business~~are ~~plan,~~held ~~which~~by ~~would~~TCS. ~~have~~As a ~~material~~result, ~~adverse~~Mr. ~~effect~~Himy onmay ~~our~~be ~~anticipated~~deemed ~~results~~to ~~from~~have ~~operations~~beneficial ~~and~~ownership ~~consolidated~~(as ~~financial~~determined ~~condition. There~~under isSection no13(d) ~~assurance~~of ~~that~~the weExchange ~~will~~Act beof ~~able~~the tosecurities ~~obtain~~reported ~~necessary~~herein ~~amounts~~that ofare ~~capital~~held orby ~~that~~TCS. ~~our~~The ~~estimates~~business ofaddress ~~our~~for ~~capital~~TCS ~~requirements~~is ~~will~~43 ~~prove~~Mariner toWay, beMonsey, ~~accurate~~NY 10952.

We(24)Includes ~~presently do not have any significant credit available~~5, ~~bank financing or other external sources of liquidity. Due to our operating losses~~000,000 our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock orissuable ~~borrow~~upon ~~funds~~conversion ~~from~~of ~~private~~preferred ~~lenders~~stock. ~~There~~The ~~can~~address beof noMr. ~~assurance~~Jean-Michel ~~that~~Chalayer weis ~~will~~Flat be77, ~~successful~~Regent inCourt, ~~obtaining~~London, ~~additional~~NW88UW, ~~funding~~GB.

To(25)Includes ~~the extent that we raise additional capital through the sale of equity or convertible debt securities~~22, ~~the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities~~000,000 ~~these~~shares ~~securities may have rights, preferences and privileges senior to holders~~ of our common stock ~~and~~issuable ~~the~~upon ~~terms~~conversion of ~~such~~preferred ~~debt could impose restrictions on our operations~~stock. The ~~Regardless~~address of ~~whether~~Mr. ~~our~~Stephen ~~cash~~N ~~assets~~Solarsh ~~prove~~is to7348 beMonteverde ~~inadequate to meet our operational needs~~Way, ~~we may seek to compensate providers of services by issuance of stock in lieu of cash~~Naples, ~~which~~FL ~~may also result in dilution to existing shareholders~~34119. ~~Even if we are able to raise the funds required,~~

25(26)Includes 5,000,000 shares of our common stock issuable upon conversion of preferred stock. The address of Mrs. Natasha Pilbrow is 85 Ravenscourt Road, London, W6OUJ, GB.

it(27)Includes is172,900,000 ~~possible~~shares of our common stock to be issued upon the conversion of convertible debentures. The convertible debenture held by Labrys Fund II LP (“Labrys”) are subject to a beneficial ownership limitation of 4.99%, which does not permit Labrys to exercise that weportion ~~could~~of ~~incur~~the ~~unexpected~~convertible ~~costs~~debentures that would result in Labrys and ~~expenses~~its affiliates owning, ~~fail~~after toexercise, ~~collect~~a ~~significant~~number ~~amounts~~of ~~owed~~shares toof uscommon stock in excess of the beneficial ownership limitation. TJ Silverman (“Mr. Silverman”), orwho ~~experience~~is ~~unexpected~~the ~~cash~~manager ~~requirements~~of Labrys, has voting control and investment discretion over the securities reported herein that ~~would~~are ~~force~~held usby Labrys. As a result, Mr. Silverman may be deemed to ~~seek~~have ~~alternative~~beneficial ~~financing~~ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by Labrys. The business address for Labrys is 145 Tremont Street, Suite 201-1408, Boston, MA 02111.

No(28)Includes ~~assurance~~6,750,000 ~~can~~and be36,000,000 ~~given~~shares ~~that~~of ~~sources~~our common stock issuable upon the exercise of ~~financing~~warrants, ~~will~~and beupon ~~available~~the toconversion usof preferred stock, respectively. The convertible debenture and~~/or~~ ~~that~~warrants ~~demand~~held ~~for~~by ~~our~~Felices ~~equity/debt~~Enterprises ~~instruments~~LLC ~~will~~(“Felices”) beare ~~sufficient~~subject to ~~meet~~a ~~our~~beneficial ~~capital~~ownership ~~needs~~limitation of 4.99%, orwhich ~~that~~does ~~financing~~not ~~will~~permit beFelices ~~available~~to onexercise ~~terms~~that ~~favorable~~portion toof ~~us.~~the Ifconvertible ~~funding~~debenture isand ~~insufficient~~the atwarrants ~~any~~that ~~time~~would result in ~~the~~Felices ~~future,~~and weits ~~may~~affiliates ~~not~~owning, beafter ~~able~~exercise, toa ~~take~~number ~~advantage~~of shares of ~~business~~common ~~opportunities~~stock orin ~~respond~~excess toof ~~competitive~~the ~~pressures~~beneficial orownership ~~may~~limitation. beMichael ~~required~~Felices to(“Mr. ~~reduce~~Felices”), who is the ~~scope~~manager of ~~our~~Felices, ~~planned~~has ~~marketing~~voting ~~efforts~~control and ~~development~~investment ofdiscretion ~~our~~over ~~apps~~the securities reported herein that are held by Felices. As a result, ~~any~~Mr. ofFelices ~~which~~may ~~could~~be deemed to have abeneficial ~~negative~~ownership ~~impact~~(as ondetermined ~~our~~under ~~business~~Section ~~and~~13(d) ~~operating~~of ~~results.~~the InExchange ~~addition,~~Act ~~insufficient~~of ~~funding~~the ~~may~~securities ~~have~~reported aherein ~~material~~that ~~adverse~~are ~~effect~~held onby ~~our~~Felices. ~~financial~~The ~~condition,~~business ~~which~~address ~~could~~of ~~require~~Felices usis ~~to:~~264 Early Pkwy, Smyrna, GA 30082.

~~·Curtail~~(29)Includes ~~the~~23,625,000 ~~development~~and 126,000,000 shares of our ~~apps~~common stock issuable upon the exercise of warrants, and upon the conversion of preferred stock, respectively. The convertible debenture and warrants held by WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series (“WVP”) are subject to a beneficial ownership limitation of 4.99%, which does not permit WVP to exercise that portion of the convertible debenture and the warrants that would result in WVP and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. Thomas Walsh and Jonathan Juchno are the Managing Partners of C/M Capital Master Fund, LP, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by C/M Capital Master Fund, LP.

~~·Seek strategic partnerships that may force us to relinquish significant rights to our apps, or~~ 80

~~·Explore~~Each ~~potential~~of ~~mergers~~Messrs. orWalsh ~~sales~~and ofJuchno ~~significant~~disclaim ~~assets~~any beneficial ownership of ~~our~~these ~~Company~~shares. The business address is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.

~~Operating~~(30)Includes ~~Activities~~42,000,000 shares of our common stock to be issued upon the conversion of convertible debentures. The convertible debenture held by Tri-Bridge Ventures LLC (“TBV”) are subject to a beneficial ownership limitation of 4.99%, which does not permit TBV to exercise that portion of the convertible debentures that would result in TBV and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. John Forsythe III (“Mr. Forsythe”), who is the manager of TBV, has voting control and investment discretion over the securities reported herein that are held by TBV. As a result, Mr. Forsythe may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by TBV. The business address for TBV is 3001 Allaire Road, Wall, NJ 07719.

~~During~~(31)Includes 42,000,000 shares of our common stock to be issued upon the ~~three~~conversion ~~months~~of ~~ended~~convertible ~~September~~debentures. ~~30,~~The ~~2022~~convertible ~~and~~debenture ~~2021~~held by Bionance LLC (“BIO”) are subject to a beneficial ownership limitation of 4.99%, which does not permit BIO to exercise that portion of the ~~Company~~convertible ~~used~~debentures ~~$188,448~~that ~~and~~would ~~$224,791~~result in ~~cash~~BIO toand ~~fund~~its ~~our~~affiliates ~~operating~~owning, ~~activities~~after exercise, ~~respectively.~~a ~~The~~number ~~cash~~of ~~used~~shares inof ~~operating~~common ~~activities~~stock in ~~2022~~excess of the beneficial ownership limitation. Donald Dickerson (“Mr. Dickerson”), who is the ~~result~~manager of ~~net~~BIO, ~~loss~~has ~~during~~voting control and investment discretion over the ~~period~~securities ~~offset~~reported ~~primarily~~herein that are held by ~~amortization~~BIO. ofAs ~~debt~~a ~~discount~~result, ~~stock~~Mr. ~~compensation~~Dickerson ~~expense~~may ~~and~~be andeemed ~~increase~~to inhave ~~working~~beneficial ~~capital~~ownership ~~accounts~~(as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by BIO. The business address for BIO is 211 E Osborn Road, Phoenix, AZ 85012.

~~During~~(32)Includes 42,000,000 shares of our common stock to be issued upon the ~~three~~conversion ~~months~~of ~~ended~~convertible ~~September~~debentures. ~~30,~~The ~~2021~~convertible debenture held by 104 LLC (“104”) are subject to a beneficial ownership limitation of 4.99%, ~~the~~which ~~cash~~does ~~used~~not ~~was~~permit ~~primarily~~104 to exercise that portion of the convertible debentures that would result in 104 and its affiliates owning, after exercise, a number of ~~stock~~shares ~~compensation~~of ~~and~~common ~~changes~~stock in ~~working~~excess ~~capital~~of ~~accounts. The~~the ~~cash~~beneficial ~~used~~ownership inlimitation. ~~operating~~Edward ~~activities~~Deese in(“Mr. ~~2021~~Deese”), who is the ~~result~~manager of ~~net~~104, ~~loss~~has ~~during~~voting control and investment discretion over the ~~period~~securities ~~offset~~reported ~~primarily~~herein that are held by ~~amortization~~104. ofAs ~~debt~~a ~~discount~~result, ~~stock~~Mr. ~~compensation~~Deese ~~expense~~may ~~and~~be andeemed ~~increase~~to inhave ~~working~~beneficial ~~capital~~ownership ~~accounts~~(as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by 104. The ~~Company~~business ~~also~~address ~~recorded~~for ~~gain~~104 onis ~~settlement~~211 ofE ~~debt~~Osborn ~~and~~Road, ~~related~~Phoenix, ~~accrued~~AZ ~~expense~~85012.

~~Financing~~(33)Includes ~~Activities~~42,000,000 shares of our common stock to be issued upon the conversion of convertible debentures. The convertible debenture held by ClearThink Capital Parenters (“CTC”) are subject to a beneficial ownership limitation of 4.99%, which does not permit CTC to exercise that portion of the convertible debentures that would result in CTC and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. Edward Deese (“Mr. Deese”), who is the manager of CTC, has voting control and investment discretion over the securities reported herein that are held by CTC. As a result, Mr. Deese may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act of the securities reported herein that are held by CTC. The business address for CTC is 210 West 77th Street, Ste 7W, New York, NY 10024.

~~Net~~(34)Includes ~~cash~~10,125,000 ~~provided~~and by54,000,000 ~~financing~~shares ~~activities~~of ~~was~~our ~~$225~~common stock issuable upon the exercise of warrants,~~000~~ and ~~$480~~upon the conversion of preferred stock,~~000~~ ~~during~~respectively. ~~the~~The ~~three~~convertible ~~months~~debenture ~~ended~~and ~~September~~warrants 30held by C/M Capital Master Fund LP (“CCMF”) are subject to a beneficial ownership limitation of 4.99%, ~~2022~~which does not permit WVP to exercise that portion of the convertible debenture and ~~2021~~the warrants that would result in WVP and its affiliates owning, ~~respectively~~after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. ~~During~~Thomas Walsh and Jonathan Juchno are the ~~three~~Managing ~~months~~Partners ~~ended~~of ~~September~~C/M 30Capital Master Fund, ~~2022~~LP, ~~the~~and ~~Company~~therefore ~~received~~may ~~$225~~be deemed to have shared voting and investment power over securities owned directly and indirectly by C/M Capital Master Fund,~~000~~ LP. Each of ~~proceeds~~Messrs. ~~from~~Walsh ~~the~~and ~~issuance~~Juchno disclaim any beneficial ownership of ~~notes~~these ~~payable~~shares. toThe ~~shareholders~~business address is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.

~~During~~(35)Includes ~~September 30~~169, ~~2021~~100,000 shares of our common stock to be issued upon the ~~Company~~conversion ~~received~~of ~~$520~~convertible debentures. The convertible debenture held by C/M Capital Master Fund LP (“CCMF”) are subject to a beneficial ownership limitation of 4.99%,~~000~~ ~~from~~which does not permit CCMF to exercise that portion of the ~~proceeds~~convertible ~~received~~debentures ~~from~~that ~~issuance~~would result in CCMF and its affiliates owning, after exercise, a number of shares of common stock ~~offset~~in excess of the beneficial ownership limitation. Thomas Walsh and Jonathan Juchno are the Managing Partners of C/M Capital Master Fund, LP, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by ~~payment~~C/M onCapital ~~notes~~Master ~~payable~~Fund, LP. Each of ~~$40~~Messrs. Walsh and Juchno disclaim any beneficial ownership of these shares. The business address is 1111 Brickell Avenue,~~000~~ Suite 2920, Miami, Florida 33131.

~~Critical Accounting Policies and Estimates~~81

~~The~~(36)C/M ~~preparation~~Capital Master Fund LP includes the possible issuance of ~~financial~~up ~~statements~~to 46,875,000 and ~~related~~1,500,000,000 ~~disclosures~~shares inof ~~conformity~~our ~~with~~common ~~U.S.~~stock ~~generally~~pursuant ~~accepted~~to ~~accounting~~a ~~principles~~convertible ~~(“GAAP”)~~note ~~and~~issued for a commitment fee for the ~~Company’s~~purchase ~~discussion~~agreement and ~~analysis~~shares of ~~its~~common ~~financial~~stock ~~condition~~issuable ~~and~~pursuant ~~operating~~to ~~results require~~ the ~~Company’s~~purchase ~~management~~agreement. Subject to ~~make~~a ~~judgments~~beneficial ownership limitation of 4.99%, ~~assumptions~~which does not permit, without the prior written consent of C/M and ~~estimates~~Company, ~~that~~C/M ~~affect~~to purchase shares pursuant to the ~~amounts~~purchase ~~reported~~agreement inthat ~~its~~would ~~financial~~result ~~statements~~in C/M and ~~accompanying~~its ~~notes.~~affiliates ~~Note~~owning, 1after exercise, ~~“Summary~~a number of ~~Significant~~shares ~~Accounting~~of ~~Policies,”~~common stock in excess of the ~~Notes~~beneficial ownership limitation and further subject to ~~Financial~~the ~~Statements~~beneficial ~~included~~ownership inlimitation ~~this~~of ~~Form~~9.99%, ~~10-Q~~which does not permit, ~~describes~~in any event, C/M to purchase shares pursuant to the ~~significant~~purchase ~~accounting~~agreement ~~policies~~that would result in Arena and ~~methods~~its ~~used~~affiliates owning, after exercise, a number of shares of common stock in excess of the ~~preparation~~or a number of shares of common stock in excess of the ~~Company’s~~affiliate ~~financial~~ownership ~~statements~~limitation. ~~Management~~Thomas ~~bases~~Walsh ~~its~~and ~~estimates~~Jonathan onJuchno ~~historical~~are ~~experience~~the ~~and~~Managing onPartners ~~various~~of ~~other~~C/M ~~assumptions~~Capital itMaster ~~believes~~Fund, toLP, and therefore may be ~~reasonable~~deemed ~~under~~to ~~the~~have ~~circumstances,~~shared ~~the~~voting ~~results~~and ofinvestment ~~which~~power ~~form~~over ~~the~~securities ~~basis~~owned ~~for~~directly ~~making~~and ~~judgments~~indirectly ~~about~~by ~~the~~C/M ~~carrying~~Capital ~~values~~Master Fund, LP. Each of ~~assets~~Messrs. Walsh and ~~liabilities.~~Juchno ~~Actual~~disclaim ~~results~~any ~~may~~beneficial ~~differ~~ownership ~~from~~of these ~~estimates,~~shares. ~~and~~The ~~such~~business ~~differences~~address ~~may~~is be1111 ~~material~~Brickell Avenue, Suite 2920, Miami, Florida 33131.

~~Management~~(37)Includes ~~believes~~2,028,388 ~~the~~shares ~~Company’s~~of ~~critical~~our ~~accounting~~common ~~policies~~stock ~~and~~currently ~~estimates are those related to revenue recognition~~owned. ~~Management~~The ~~considers~~address ~~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~~Mr. ~~The~~Mackey ~~Company’s~~Alligood ~~management~~is ~~has~~5450 ~~reviewed~~Broad ~~these~~Acres ~~critical~~St, ~~accounting~~Merritt ~~policies~~Island, ~~and~~FL ~~related disclosures~~32953.

26(38)Includes 434,655 shares of our common stock currently owned. The address of the Mr. Stephen Kiront is 9 Seward Drive, Dix Hills, NY 11746.

~~Revenue~~(39)Includes ~~Recognition~~435,655 shares of our common stock currently owned. The address of the Mr. Barry Kiront is 635 Lakewoode Circle West, Delray Beach, FL 33445.

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

~~Emerging Growth Company~~Overview

WeOn ~~are~~November an20, ~~“emerging~~2025, ~~growth~~we ~~company”~~entered ~~under~~into the ~~federal~~Purchase ~~securities~~Agreement ~~laws~~with ~~and~~the ~~will~~CM beSelling ~~subject~~Stockholder to(the ~~reduced~~“CM ~~public~~Purchase ~~company reporting requirements. In addition~~Agreement”), ~~Section~~pursuant ~~107~~to ofwhich the ~~JOBS~~CM ~~Act~~Selling ~~also~~Stockholder ~~provides~~has ~~that~~agreed anto ~~“emerging~~purchase ~~growth~~from ~~company”~~us ~~can~~up ~~take~~to ~~advantage~~$15,000,000 of ~~the~~our ~~extended~~common ~~transition~~stock ~~period~~(subject ~~provided~~to incertain ~~Section 7(a~~limitations)~~(2)(B)~~. ofAlso, ~~the~~on ~~Securities~~November ~~Act~~20, ~~for~~2025, ~~complying~~we ~~with~~entered ~~new~~into ora ~~revised~~Registration ~~accounting~~Rights ~~standards.~~Agreement, Inwith ~~other~~the ~~words~~CM Selling Stockholder, anpursuant ~~“emerging~~to ~~growth~~which ~~company”~~we ~~can~~agreed ~~delay~~to ~~the~~file ~~adoption~~a ofregistration ~~certain~~statement ~~accounting~~with ~~standards~~the ~~until~~SEC ~~those~~to ~~standards~~register ~~would~~the ~~otherwise~~Selling ~~apply~~Stockholder’s toresale ~~private~~of ~~companies.~~shares Weof ~~are~~common ~~choosing~~stock toissuable ~~take~~by ~~advantage~~us ofpursuant to the ~~extended~~CM ~~transition~~Purchase ~~period~~Agreement. ~~for~~In ~~complying~~addition, ~~with~~pursuant ~~new~~to orthe ~~revised~~CM ~~accounting~~Purchase ~~standards.~~Agreement, Aswe issued a ~~result,~~Note ~~our~~in ~~financial~~the ~~statements~~amount ~~may~~of ~~not~~$225,0000, be(representing ~~comparable~~commitment tofee ~~those~~valued ofat ~~companies~~1.5% ~~that~~of ~~comply~~the ~~with~~CM ~~public~~Purchase ~~company~~Agreement ~~effective dates~~amount).

~~Seasonality~~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.

WeThe doCM ~~not~~Purchase ~~expect~~Agreement ~~our~~and ~~sales~~the sale of up to be$15,000,000 ~~impacted~~of shares of common stock thereunder was approved by ~~seasonal~~the ~~demands~~Company’s ~~for~~Board ~~our~~of ~~products~~Directors ~~and~~on ~~services~~November 20, 2025.

WeThe ~~are~~CM ~~susceptible~~Purchase toAgreement ~~general~~essentially ~~economic~~gives ~~conditions,~~us ~~natural~~the ~~catastrophic~~right ~~events~~to ~~and~~put ~~public~~(or ~~health~~offer ~~crises,~~to ~~and~~sell) acommon ~~potential~~stock ~~downturn~~to inCM ~~advertising~~as ~~and~~described ~~marketing~~below. ~~spending~~Specifically, bythe ~~advertisers~~purchase ~~could~~and ~~adversely~~sale ~~affect~~terms ~~our~~provided ~~operating~~for ~~results~~by in the ~~near~~CM ~~future.~~Purchase Agreement are summarized as follows:

~~Our~~(i) ~~business~~Fixed isPurchase. ~~subject~~On toany ~~the~~business ~~impact of natural catastrophic events~~day, ~~such~~the asCompany ~~earthquakes,~~has orthe ~~floods,~~right ~~public~~to ~~health~~direct ~~crisis,~~CM ~~such~~to aspurchase ~~disease~~shares ~~outbreaks,~~of ~~epidemics,~~common orstock ~~pandemics,~~at ~~and all these could result in~~ a ~~decrease~~purchase orprice ~~sharp~~equal ~~downturn~~to 95% of ~~economies, including our markets and business locations in~~ the ~~current~~lower ~~and future periods. The outbreak~~ of ~~the coronavirus~~ (~~COVID-19~~A) ~~resulted~~the indaily ~~increased~~volume ~~travel~~weighted ~~restrictions,~~average ~~and~~price ~~shutdown~~(“VWAP”) of ~~businesses,~~the ~~which~~Company’s ~~may~~common ~~cause~~stock ~~slower~~for ~~recovery of~~ the ~~economy. We~~five ~~may~~trading ~~experience~~days ~~impact~~immediately ~~from~~preceding ~~quarantines,~~the ~~market~~applicable ~~downturns~~purchase ~~and~~date ~~changes~~for insuch ~~customer~~Fixed ~~behavior~~Purchase ~~related to pandemic fears~~ and ~~impact~~(B) ~~on our workforce if~~ the ~~virus~~lowest ~~continues~~trading toprice ~~spread. In addition, one or more~~ of ~~our~~a ~~customers,~~share ~~partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing~~ of ~~business,~~common orstock ~~suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend~~ on ~~future~~such ~~developments~~date; ~~and~~provided ~~reactions~~that ~~throughout~~if the ~~world,~~closing ~~which~~price ~~are highly uncertain and will include emerging information concerning the severity~~ of the ~~coronavirus~~common ~~and~~stock ~~the~~on ~~actions~~such ~~taken~~date ~~by governments and private businesses to attempt to contain the coronavirus. It~~ is ~~likely~~lower tothan ~~result~~such inpurchase ~~a potential material adverse impact on our business~~price, ~~results~~then ~~of operations and financial condition. Wider-spread COVID-19 globally could prolong~~ the ~~deterioration~~purchase inprice ~~economic~~shall ~~conditions~~be ~~and~~reduced ~~could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability~~ to ~~grow~~equal ~~our~~such ~~revenues.~~closing ~~Any decreased collectability of accounts receivable~~price, ~~bankruptcy of small~~ and ~~medium~~provided ~~businesses,~~further orthat ~~early~~such ~~termination~~purchases ofshall ~~agreements~~be ~~due~~subject to ~~deterioration~~a indaily ~~economic~~limitation ~~conditions could negatively impact our results~~ of ~~operations.~~$100,000;

~~DIRECTORS,~~(ii) ~~EXECUTIVE~~VWAP ~~OFFICERS~~Purchase. On any business day, ~~PROMOTERS~~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. , ~~AND~~provided ~~CONTROL~~that ~~PERSONS~~such purchases shall be subject to a daily limitation of $100,000; and

The Board of Directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until the earlier of his resignation or removal. Information on our Board of Directors and executive officers is included below. Our executive officers are appointed annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or their successor is elected and qualified.82

27(iii) 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.

~~Directors~~The foregoing purchase terms are subject to certain conditions and ~~Executive~~limitations, ~~Officers~~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.

~~Set~~The ~~forth~~Company ~~below~~agreed ~~are~~to ~~the~~comply ~~names,~~with ~~ages~~certain ~~and~~covenants ~~positions of our current directors~~ and ~~executive~~conditions ~~officers.~~under ~~Unless otherwise indicated,~~ the ~~address~~CM ofPurchase ~~each person listed is c/o APPlife Digital Solutions~~Agreement, ~~Inc.~~which 50are ~~California~~set ~~St.,~~forth ~~Suite 1500, San Francisco, CA 94111~~therein.

Name and Address	Age	Position
Matthew Reid	49	CEO, CFO, President, Secretary and Director
Don Savant	57	Director
Tracy Gray	56	Director
Sid Ganis	80	Director
Richard Walden	74	Director

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.

~~Matthew~~In ~~Reid~~addition, ~~49,~~the ~~CEO,~~Company ~~CFO,~~may ~~President,~~terminate ~~Secretary~~the ~~and~~CM ~~Director. Matthew~~Purchase ~~Reid~~Agreement isby angiving ~~experienced~~CM, ~~founder~~one ~~who~~trading ~~has~~day’s ~~worked~~prior inwritten ~~the~~notice, ~~venture~~and ~~capital~~CM ~~and~~may ~~private~~terminate ~~equity~~the ~~industry~~CM ~~for~~Purchase Agreement by giving the ~~past~~Company 1510 ~~years~~trading’s ~~where~~days’ heprior ~~has~~written ~~focused~~notice onupon ~~sales,~~the ~~management,~~occurrence ~~marketing~~of ~~and~~certain ~~business~~specified ~~development. He~~events ~~has~~which ~~owned~~more ~~and~~particularly ~~operated~~set ~~several~~forth ~~successful~~in ~~businesses~~the ~~ranging~~CM ~~from~~Purchase aAgreement, ~~commercial~~[need ~~real~~to ~~estate~~review ~~mortgage~~these ~~company~~items] toincluding aany ~~media~~failure ~~investment~~to ~~group. During~~maintain the ~~last~~effectiveness ~~five~~of ~~years~~a ~~Mr.~~registration ~~Reid~~statement ~~has~~registering ~~been~~the ~~working~~resale ~~for~~of ~~himself~~the ~~developing~~shares ~~apps~~of ~~and~~common ~~project~~stock ~~that~~issuable ~~eventually~~under ~~lead~~the CM Purchase Agreement, failure to ~~the~~maintain ~~creation~~listing of the ~~Company~~common ~~and~~stock ~~has~~on ~~not~~the ~~worked~~OTC atMarkets ~~any~~OTCID ~~other~~Basic ~~companies. Mr.~~Market ~~Reid~~or ~~holds~~ a ~~Bachelor~~national ofsecurities ~~Arts~~exchange, ~~degree~~and ~~from~~the ~~New~~occurrence ~~York~~of ~~University~~certain other enumerated events.

~~Don~~Registration ~~Savant,~~Rights 57, Director. Don Savant was the President of Global Sales IMAX Corp. for three years starting in January 2016. Savant was a Managing Director at Asia Pacific IMAX Corp. for fifteen years before becoming President of Sales, Development and Film Distribution for IMAX China for four years starting in June 2011.Agreement

~~Tracy~~In ~~Gray~~connection with the CM Purchase Agreement, 56on November 20, ~~Director. Tracy~~2025 ~~Gray~~the isCompany also entered into a ~~former~~Registration ~~Systems~~Rights ~~Engineer~~Agreement onwith CM pursuant to which the ~~Space~~Company ~~Shuttle~~agreed ~~program.~~to ~~Gray~~register ~~also~~CM’s ~~worked~~resale inof the ~~Office~~shares of common stock issuable under the ~~Mayor~~CM ofPurchase ~~Los~~Agreement ~~Angeles~~(such ~~and~~shares, ~~was~~the “ELOC Shares”) on a ~~Managing~~registration ~~Director~~statement ofon ~~The~~Form 22S-1 ~~Fund.~~or ~~Gray~~S-3 ~~has~~filed ~~been~~with athe ~~member~~SEC within 30 days of this Agreement and to cause such registration statement to be declared effective the ~~Board~~earlier of ~~Directors~~(A) ofthe ~~Exergy~~60th ~~Systems~~day ~~and~~following ~~Isidore~~the ~~Recycling~~date on which the Company was ~~acquired~~required to file such registration statement, if such registration statement is subject to review by ~~Homeboy~~the ~~Recycling~~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.

~~Sid~~Commitment Ganis, 80, Director. Sid Ganis is the founder of Out of the Blue Entertainment and former President of Paramount Pictures. Ganis was Chairman of Columbia Tristar and President of the Academy of Motion Picture Arts and Sciences. Ganis is currently a member of the Board of Directors of Academy of Motion Picture Arts and Sciences and Immersion Corp IMMR. Ganis has previously been a member of the Board of Directors of Marvel Entertainments and The Void.Note

~~Richard~~Under ~~Walden,~~the ~~74,~~CM ~~Director.~~Purchase ~~Mr. Walden is currently President~~Agreement, ~~CEO~~the ~~and~~Company ~~Founder~~agreed ofto ~~Operation~~issue ~~USA,~~to aCM ~~Los~~“Commitment ~~Angeles-based~~Note” ~~non-governmental organization specializing~~ in ~~disaster~~the ~~relief~~form asof ~~well~~a asconvertible ~~international~~note ~~and~~having ~~domestic~~a ~~health~~value ~~care~~of ~~and economic development projects~~1.5% ~~Walden~~of ~~guided Operation USA to share~~ the ~~1997~~maximum ~~Nobel~~ELOC ~~Peace~~amount. ~~Prize~~The ~~Walden~~Company ~~also~~issued ~~coordinated~~a ~~Operation~~note ~~USA’s~~in ~~work~~the ~~with~~amount ~~UNESCO,~~of ~~NASA’s Jet Propulsion Laboratory~~$225,000 ~~and~~as ~~with~~ the ~~Lawrence~~Commitment ~~Livermore~~Fee ~~and~~or ~~Los~~Commitment ~~Alamos~~Note ~~National~~pursuant ~~Laboratories~~to this requirement. ~~Richard~~On isNovember ~~also~~20, an2025, ~~active~~in ~~California-licensed~~a ~~attorney~~separate ~~and,~~private ~~earlier~~placement inof ~~his~~CM ~~career,~~purchased ~~served~~a asconvertible ~~Commissioner~~note ofin the ~~California~~amount ~~Health~~of ~~Facilities Commission~~$150,000.

~~Board~~The ~~Composition~~above descriptions of certain material terms of the CM Purchase Agreement, Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are included as exhibits to the Company’s filings with the SEC and are incorporated herein by reference.

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.83

28Item 8. PLAN OF DISTRIBUTION

NoEach ~~Committees~~of the selling stockholders named above and any of their pledgees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on OTC Markets or any other stock exchange, market or trading facility on which the ~~Board~~shares of ~~Directors;~~our Nocommon ~~Financial~~stock ~~Expert~~are traded or in private transactions. These sales may be at fixed prices and prevailing market prices at the time of sale, at varying prices or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

We●ordinary dobrokerage ~~not~~transactions 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~~transactions ~~operating~~in ~~activities~~which ~~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 Sarbanesbroker-~~Oxley~~dealer ~~Act~~solicits 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.purchasers;

~~Auditors~~●block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

~~Our~~●purchases by a broker-dealer as principal ~~registered~~and ~~independent~~resale ~~auditor~~by isthe ~~RBSM,~~broker-dealer ~~LLP~~for its account;

~~Code~~●privately ofnegotiated ~~Ethics~~transactions;

~~The~~●broker-dealers ~~Company~~may ~~does~~agree ~~not~~with ~~have~~the selling stockholders to sell a ~~written~~specified ~~code~~number of ~~ethics~~such ~~that~~shares ~~applies~~at toa ~~the~~stipulated ~~Company’s~~price ~~officers.~~per share;

~~Potential~~●a ~~Conflicts~~combination of ~~Interest~~any such methods of sale; or

~~Since~~Broker-dealers weengaged doby ~~not~~the ~~have~~selling anstockholders ~~audit~~may orarrange ~~compensation~~for ~~committee~~other ~~comprised~~brokers-dealers ofto ~~independent~~participate ~~directors,~~in ~~the~~sales. ~~functions~~Broker-dealers ~~that~~may ~~would~~receive ~~have~~commissions ~~been~~or ~~performed~~discounts byfrom ~~such~~the ~~committees~~selling ~~are~~stockholders ~~performed~~(or, byif ~~our~~any ~~directors.~~broker-dealer ~~Thus,~~acts ~~there~~as isagent afor ~~potential~~the ~~conflict~~purchaser of ~~interest~~shares, infrom ~~that~~the ~~our~~purchaser) ~~directors~~in ~~and~~amounts ~~officers~~to ~~have~~be ~~the~~negotiated, ~~authority~~but, toexcept ~~determine~~as ~~issues~~set ~~concerning~~forth ~~management~~in ~~compensation~~a ~~and~~supplement ~~audit~~to ~~issues~~this ~~that~~prospectus, ~~may~~in ~~affect~~the ~~management~~case ~~decisions.~~of Wean ~~are~~agency transaction not ~~aware~~in excess of ~~any~~a ~~other~~customary ~~conflicts~~brokerage ofcommission ~~interest~~in compliance with ~~any~~FINRA Rule 2440; and in the case of ~~our~~a ~~executives~~principal transaction a markup or ~~directors~~markdown in compliance with FINRA IM-2440.

~~Director~~In ~~Independence~~order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

~~Our~~C/M ~~board~~is ofan ~~directors~~“underwriter” ~~has~~within ~~undertaken~~the ameaning ~~review~~ of ~~the~~Section ~~independence~~2(a)(11) of ~~each~~the ~~director~~Securities ~~and~~Act ~~considered whether any director has a material relationship~~ with usrespect ~~that could compromise his ability~~ to ~~exercise~~the ~~independent~~resale ~~judgment in carrying out his responsibilities. As a result~~ of ~~this~~shares ~~review,~~sold ~~our~~by ~~board of directors determined that Don Savant, Tracy Gray and Sid Ganis are independent directors~~it.

~~Involvement~~C/M has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that it has acquired and may in ~~Legal~~the ~~Proceedings~~future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. C/M has informed us that each such broker-dealer will receive commissions or markdowns from C/M that will not exceed customary brokerage commissions.

~~None~~Brokers, dealers, underwriters or agents participating in the distribution of our ~~officers~~common orstock ~~directors~~offered ~~has~~by ~~filed~~this aprospectus ~~personal~~may ~~bankruptcy~~receive ~~petition~~compensation in the form of commissions, ~~had~~discounts, aor ~~bankruptcy~~concessions ~~petition~~from ~~filed~~the ~~against~~purchasers, ~~any~~for ~~business~~whom ofthe ~~which~~broker-dealers ~~they~~may ~~were~~act aas ~~general~~agent, ~~partner~~of orthe ~~officer~~shares atsold by the ~~time~~Selling ofStockholder ~~bankruptcy~~through orthis ~~within~~prospectus. ~~two~~The ~~years~~compensation ~~prior~~paid to ~~that~~any ~~time,~~such orparticular ~~has~~broker-dealer ~~been~~by ~~convicted~~any such purchasers of orour ~~been~~common stock sold by the ~~subject~~Selling ofStockholder ~~any~~may ~~criminal~~be ~~proceedings~~less than or ~~the~~in ~~subject~~excess of ~~any~~customary ~~order,~~commissions. ~~judgment~~Neither orwe ~~decree~~nor ~~involving~~the Selling Stockholder can presently estimate the ~~violation~~amount of compensation that any ~~state~~agent orwill ~~federal~~receive ~~securities~~from ~~laws~~any ~~within~~purchasers ~~the~~of ~~past~~our ~~ten~~common ~~(10)~~stock ~~years~~sold by the Selling Stockholder.

~~Compliance~~We ~~with~~know ~~Section~~of ~~16(a)~~no Ofexisting arrangements between the ~~Exchange~~Selling ~~Act~~Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of our common stock offered by this prospectus.

Upon the effectiveness of this registration statement of which this prospectus is a part, we intend to file a Form 8-A registration statement under Section 12 of the Securities Exchange Act of 1934, as amended. 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.84

29We may from time-to-time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

~~EXECUTIVE~~We ~~COMPENSATION~~will pay the expenses incident to the registration under the Securities Act of the offer and sale of our common stock covered by this prospectus by the Selling Stockholder. As consideration for its irrevocable commitment to purchase our common stock under the CM Purchase Agreement, we have issued to C/M 7,500,000 shares of common stock (subject to certain adjustments) as Commitment Shares in accordance with the Purchase Agreement. In connection with the CM Purchase Agreement, we have agreed to reimburse C/M up to $25,000 for the reasonable, out-of-pocket expenses incurred by C/M, including the legal fees and disbursements of C/M’s legal counsel, in connection with its due diligence investigation of the Company and in connection with the preparation, negotiation and execution of the Purchase Agreement.

~~Summary~~We ~~Compensation~~also have agreed to indemnify C/M and certain other persons against certain liabilities in connection with the offering of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. C/M has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by C/M specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

~~Our~~We ~~sole~~estimate ~~officer~~that ~~and~~the ~~director~~total ~~does~~expenses ~~not currently take any formal salary~~ for ~~his services to~~ the ~~Company. He~~offering ~~was~~will ~~issued 12,239,209 founders shares at inception and on September 27, 2018 he was issued 90,000,000 shares for his services to~~ be ~~rendered~~approximately ~~over the next four years~~$19,900.

~~Outstanding~~C/M ~~Equity~~has ~~Awards~~represented to us that at no time prior to the date of the Purchase Agreement has C/M or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. C/M has agreed that during the term of the Purchase Agreement, neither C/M, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

~~Our~~We ~~directors~~have ~~and~~advised ~~officers~~C/M dothat ~~not~~it ~~have~~is ~~unexercised~~required ~~options~~to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, ~~stock~~Regulation ~~that~~M ~~has~~precludes ~~not~~C/M, ~~vested~~any affiliated purchasers, and any broker-dealer or ~~equity~~other ~~incentive~~person ~~plan~~who ~~awards~~participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

~~Compensation~~This offering will terminate on the date that all of ~~Directors~~our common stock offered by this prospectus have been sold by C/M.

Our ~~independent directors were issued $25,000 worth of restricted~~ common stock ofis ~~the~~currently ~~Company~~listed toon ~~serve~~OTC asMarkets ~~members~~– OTCID ofBasic ~~our~~Market ~~board~~under ofthe ~~directors~~symbol “ALDS”.)

~~Employment~~We ~~Contracts~~are required to pay certain fees and expenses incurred by us incident to the registration of the shares covered by this prospectus. We have agreed to indemnify the selling stockholders against certain losses, ~~Termination~~claims, damages and liabilities, including liabilities under the Securities Act of ~~Employment~~1933. We will not receive any proceeds from the resale of any of the shares of our common stock by the selling stockholders. We may, ~~Change-in-Control~~however, ~~Arrangements~~receive proceeds from the sale of our common stock under the Financing Agreement with CM. Neither the Financing Agreement with CM nor any rights of the parties under the Financing Agreement with CM may be assigned or delegated to any other person.

There are no formal employment contracts, or other contracts with our officers or directors. The Company issued 90,000,000 shares of common stock to sole officer for his services rendered as CEO. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.85

~~SECURITY~~Item ~~OWNERSHIP~~9. DESCRIPTION OF ~~CERTAIN~~CAPITAL ~~BENEFICIAL OWNERS AND MANAGEMENT~~STOCK

The following table lists, as of December 30, 2022, 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.General

The ~~percentages~~Company ~~below~~is ~~are~~authorized ~~calculated~~to ~~based~~issue ona ~~148~~total of 5,~~543~~010,~~635~~000,000 shares of ~~our~~Capital ~~common~~Stock, ~~stock~~5,000,000,000 ~~issued~~shares of Common Stock and ~~outstanding~~15,000 asshares of ~~September~~Series 8,A ~~2022.~~Preferred ~~Unless~~Stock, ~~otherwise indicated~~20,000 ~~the~~shares ~~address~~ of ~~each~~Series ~~officer~~B ~~and~~Preferred ~~director~~Stock, ~~listed~~2,500 ~~below~~shares isof ~~c/o~~Series ~~APPlife~~C ~~Digital~~Preferred ~~Solutions~~Stock, ~~Inc.,~~and ~~50 California St~~10,000 ~~#1500,~~shares ~~San~~of ~~Francisco,~~Series CAD ~~94111~~Preferred Stock.

Name of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class
Matt Reid, Sole Officer and Director,	Common	102,239,109 Shares	68.83%
Don Savant, Director	Common	381,579	0.260%
Tracy Gray, Director	Common	381,579	0.26%
Sid Ganis, Director	Common	375,000	0.25%
All Officers and Directors	Common	103,377,267 Shares	69.59%
Stephen Solarsh	Common	11,900,327 Shares	8.01%

Common Stock

~~RELATED~~The ~~PARTY~~Company ~~TRANSACTIONS~~is authorized to issue up to 5,000,000,000 shares of Common Stock and has 2,002,897,698 shares of Common Stock outstanding as of December 8, 2025. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of Directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer, or prevent a change in control of our Company.

~~N/A~~Preferred Stock

30The Company has four (4) classes of preferred Stock: Series A has 15,000 shares authorized, and 0 issued and outstanding; Series B has 20,000 shares authorized, and 12,855 issued and outstanding; Series C has 2,500 authorized, issued and outstanding; and Series D has 10,000 shares authorized and 810 issued and outstanding as of December 8, 2025.

~~Item~~Series ~~11A.~~A ~~MATERIAL~~Convertible ~~CHANGES~~Preferred Stock

~~There~~The ~~have~~Series ~~been~~A, nopar ~~material~~value ~~changes~~$0.001 has 15,000 shares authorized, and 0 are issued and outstanding at December 8, 2025. The holders of the Series A are entitled to a liquidation preference in that they participate with the ~~registrant’~~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 ~~affairs~~shares ~~since~~of Series A Stock are convertible immediately after the ~~end~~close of business on the ~~latest~~record ~~fiscal~~date ~~year~~fixed for ~~which~~such ~~audited~~meeting ~~financial~~or ~~statements~~the ~~were~~effective ~~included~~date of such written consent. The conversion rate in effect at any time for conversion of the ~~latest~~Series ~~Form~~A ~~10-K~~Stock ~~and~~shall ~~that~~be ~~have~~the ~~not~~product ~~been~~obtained ~~described~~by individing athe ~~Form~~number ~~10-Q~~of shares of ~~Form~~Series ~~8-K~~A ~~filed~~Stock ~~under~~by the ~~Exchange~~closing ~~Act~~share price on the date of conversion and multiplying that number by one hundred thousand (100,000). There were 15,000 Series A shares that were converted into 1,500,000,000 common shares.

~~Item~~Series ~~12.~~B ~~INCORPORATION~~Convertible OFPreferred ~~CERTAIN INFORMATION BY REFERENCE.~~Stock

~~N/A~~The Series B, par value $0.001, has 20,000 shares authorized, and 12,855 are issued and outstanding at December 8, 2025. The holders of the Series B, in a liquidation, are entitled to participate with the common stock on an as converted basis. The Series B Stock shall vote equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis: the holder of the shares of Series B Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series B Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent. The conversion rate in effect at any time for conversion of the Series B Stock shall be the product of one share of Series B shall convert into $100 of common stock on the date of conversion based upon the previous day’s closing price of the common stock of the Company.

~~PART II - INFORMATION NOT REQUIRED IN PROSPECTUS~~86

~~Item~~Series ~~13.~~C ~~OTHER~~Convertible ~~EXPENSES~~Preferred ~~OF ISSUANCE AND DISTRIBUTION~~Stock

The ~~following~~Series ~~table~~C, ispar anvalue ~~itemization~~$0.001, has 2,500 shares authorized, issued and outstanding at December 8, 2025. The holders of ~~all~~the ~~expenses~~Series B, ~~without~~in ~~consideration~~a liquidation, are entitled to ~~future~~participate ~~contingencies,~~with ~~incurred~~the orcommon ~~expected~~stock on an as converted basis. The holders of Series C shall be entitled to such number of votes as shall be ~~incurred~~equal byto ~~our~~the ~~Corporation~~aggregate innumber ~~connection~~of ~~with~~shares of Common Stock into which such holder's shares of Series C Stock are convertible immediately after the ~~issuance~~close ~~and~~of ~~distribution~~business on 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 ~~common~~number ~~shares~~of ~~being~~votes ~~offered~~to bywhich ~~this~~the ~~Prospectus~~holders of other securities of the Company are entitled as of such dates. ~~Items~~The ~~marked~~conversion ~~with~~of anthe ~~asterisk~~Series C Stock shall be the product obtained by multiplying .0001 (*or 0.01%) ~~represent~~by ~~estimated~~the ~~expenses~~aggregate number of the Company's Common Stock, on a fully diluted basis, at the time of the Conversion. WeThe ~~have~~Series ~~agreed~~C is subject to ~~pay~~automatically ~~all~~convert ~~the~~into ~~costs~~common ~~and~~stock ~~expenses~~in the event of ~~this~~a ~~offering~~Qualified Financing as defined above.

Item	Amount
SEC Registration Fee	$	100.28
Legal Fees and Expenses*	$	12,000.00
Accounting Fees and Expenses*	$	7,500.00
Miscellaneous*	$	-
Total*	$	19,600.28

Series D Convertible Preferred Stock

~~Item~~The 14Series D, par value $0.001, ~~INDEMNIFICATION~~has OF10,000 ~~OFFICERS~~shares ~~AND~~authorized, ~~DIRECTORS~~and 810 issued and outstanding at December 8, 2025. 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 $0.02, subject to adjustment as provided in the Certificate of Designation.

~~Pursuant~~The toSeries ~~Section~~D ~~607.0850~~Preferred ofStock ~~the~~include ~~Nevada~~certain ~~Revised~~reset ~~Statutes,~~and weanti-dilution ~~have~~provisions ~~the~~that ~~power~~could toreduce ~~indemnify~~the ~~any~~conversion ~~person~~prices ~~made~~and aexercise ~~party~~prices tothereof ~~any~~if ~~lawsuit~~and bywhenever ~~reason~~the ofCompany ~~being~~grants, aissues ~~director~~ or ~~officer~~sells ofany ~~the~~shares ~~Registrant, or serving at the request~~ of ~~the~~Common ~~corporation~~Stock asfor a ~~director,~~consideration ~~officer,~~per ~~employee~~share or(the ~~agent~~"New ofIssuance ~~another~~Price") ~~corporation,~~less ~~partnership,~~than ~~joint~~a ~~venture,~~price ~~trust~~equal orto ~~other~~the ~~enterprise~~Conversion ~~against~~Price ~~expenses (including attorneys’ fees), judgments, fines and amounts paid~~ in ~~settlement~~effect ~~actually~~immediately ~~and~~prior ~~reasonably~~to ~~incurred~~such bygranting, ~~him~~issuance inor ~~connection~~sale ~~with~~or ~~such~~deemed ~~action~~granting, ~~suit~~issuance or ~~proceeding~~sale if(such heConversion ~~acted~~Price inthen ~~good faith and~~ in aeffect ~~manner~~is hereferred ~~reasonably believed~~ to beherein inas orthe ~~not~~"Applicable ~~opposed~~Price" to( the ~~best~~foregoing ~~interests~~a of"Dilutive ~~the corporation~~Issuance"), ~~and~~then, ~~with~~immediately ~~respect~~after tosuch ~~any~~Dilutive ~~criminal action or proceeding~~Issuance, ~~had~~the noConversion ~~reasonable~~Price ~~cause~~then toin ~~believe~~effect ~~his conduct was unlawful. Our Bylaws provide that the Registrant~~ shall ~~indemnify~~be ~~its~~reduced ~~directors~~to ~~and~~an ~~officers~~amount equal to the ~~fullest~~New ~~extent~~Issuance ~~permitted by Nevada law~~Price.

~~With~~The ~~regard~~Board toof ~~the~~Directors ~~foregoing provisions, or otherwise, we have been advised that in the opinion~~ of the ~~Securities~~Corporation ~~and Exchange Commission, such indemnification~~ is ~~against~~authorized ~~public~~to ~~policy as expressed in the Securities Act of 1933~~provide, asby ~~amended~~resolution, ~~and~~for ~~is,~~one ~~therefore,~~or ~~unenforceable.~~more Inseries ~~the~~of ~~event~~Preferred ~~that~~Stock ato ~~claim~~be ~~for~~comprised ~~indemnification~~of ~~against~~authorized ~~such~~but ~~liabilities~~unissued ~~(other~~shares ~~than~~of ~~the~~Preferred ~~payment~~Stock. byExcept usas ofmay ~~expenses~~be ~~incurred~~required ~~or paid~~ by ~~a director~~law, ~~officer or controlling person of~~ the ~~Corporation~~shares in ~~the~~any ~~successful~~series ~~defense~~ of ~~any~~Preferred ~~action,~~Stock ~~suit~~need ornot ~~proceeding)~~be isidentical ~~asserted~~to byany ~~such~~other ~~director,~~series ~~officer~~of orPreferred ~~controlling~~Stock. ~~person~~Before inany ~~connection with the common~~ shares ~~being~~of ~~registered,~~any wesuch ~~will,~~series ~~unless in the opinion~~ of ~~our~~Preferred ~~counsel~~Stock ~~the~~are ~~matter has been settled by a controlling precedent~~issued, ~~submit to a court of appropriate jurisdiction~~ the ~~question~~Board of ~~whether~~Directors ~~such~~shall ~~indemnification~~fix, byand us is ~~against~~hereby ~~public~~expressly ~~policy~~empowered asto ~~expressed~~fix, inby resolution the ~~Securities~~rights, ~~Act~~preferences ofand ~~1933,~~privileges ~~as amended~~of, and ~~will~~qualifications, berestrictions ~~governed~~and bylimitations ~~the~~applicable ~~final~~to, ~~adjudication of~~ such ~~case~~series.

~~Item~~The 15Board 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. ~~RECENT~~The ~~SALES~~Board OFof ~~UNREGISTERED~~Directors ~~SECURITIES~~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.

~~N/A~~87

31Dividends

~~FINANCIAL~~We ~~STATEMENTS~~have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

32Warrants

~~APPLIFE~~There ~~DIGITAL~~are ~~SOLUTIONS~~40,500,000 ~~INC~~warrants outstanding exercisable at $0.02 and expire April 24, 2028.

~~UNAUDITED~~Nevada ~~CONDENSED CONSOLIDATED~~Anti-Takeover ~~BALANCE SHEETS~~Laws

		September 30, 2022		June 30, 2022
				(Audited)
ASSETS
Current assets
Cash	$	225,117	$	189,233
Prepaid expenses		4,841		8,038
Inventories		71,168		64,200
Total assets		301,126		261,471
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	103,243	$	103,355
Common stock payable		10,475		10,475
Notes payable to shareholders		393,577		289,319
Derivative liabilities		712,205		577,180
Total current liabilities		1,059,355		980,329
Notes payable to shareholders - noncurrent, net		64,855		100,000
Total liabilities		1,284,355		1,080,329
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 500,000,000 shares authorized; 148,543,635 shares issued and outstanding as of September 30, 2022 and June 30, 2022		148,545		148,545
Additional paid-in capital		12,905,804		12,410,428
Accumulated (deficit)		(14,037,578)		(13,377,831)
Total stockholders’ deficit		(983,229)		(818,858)
Total liabilities and stockholders’ deficit	$	300,216	$	261,471

As a Nevada corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Nevada law. Pursuant to Section 607.0901 of the Nevada Business Corporation Act, or the Nevada Act, a publicly held Nevada corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:

~~The~~●the ~~accompanying~~transaction ~~notes~~is ~~are~~approved anby ~~integral~~a ~~part~~majority of ~~these~~disinterested ~~unaudited~~directors ~~condensed~~before ~~consolidated~~the ~~financial~~shareholder ~~statements~~becomes an interested shareholder;

33●the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;

~~APPLIFE~~●the ~~DIGITAL~~interested ~~SOLUTIONS~~shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, ~~INC.~~exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or

~~UNAUDITED~~●the ~~CONDENSED~~consideration ~~CONSOLIDATED~~paid ~~STATEMENTS~~to OFthe ~~OPERATIONS~~holders of the corporation’s voting stock is at least equal to certain fair price criteria.

		Three Months Ended September 30,
		2022	2021
Revenue	$	16,961	$	840
Cost of goods sold		(13,370)		(603)
Gross profit		3,591		237
Operating expenses		660,825		897,854
Total operating expenses		660,825		897,854
Loss from operations		(657,234)		(897,617)
Other income (expense)
Interest expense		(117,762)		(88,987)
Gain on settlement of debt		-		48,619
Change in fair value of derivative liability		115,249		18,387
Net loss before provision for income taxes		(659,747)		(919,598)
Provision for income taxes		-		-
Net loss		(659,747)		(919,598)
Basic and diluted loss per share	$	(0.00)	$	(0.02)
Average number of common shares outstanding - basic and diluted		148,543,635		148,543,635

~~The~~In ~~accompanying~~addition, ~~notes~~we are subject to Section 607.0902 of the Nevada Act which prohibits the voting of shares in a publicly held Nevada corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an ~~integral~~acquisition ~~part~~that immediately thereafter entitles the acquiring party to 20% or more of ~~these~~the ~~unaudited~~total ~~condensed~~voting ~~consolidated~~power ~~financial~~in ~~statements~~an election of directors.

34Penny Stock Considerations

~~APPLIFE~~Our ~~DIGITAL~~shares ~~SOLUTIONS~~will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, ~~INC~~our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~88

		Common Stock			Additional		Accumulated
		Shares	Amount		Paid-In Capital		Deficit		Total
Balance, June 30, 2021		135,524,617		135,526		8,350,779		(9,836,731)	$	(1,350,426)
	Common stock issued for cash	5,200,000		5,200		514,800				520,000
	Stock compensation	-		-		452,421				452,420
	Common stock issued for services	312,500		313		24,687		-		25,000
	Net loss	-		-		-		(919,598)		(919,598)
Balance, September 30, 2021		141,037,117	$	141,039	$	9,342,687	$	(10,756,329)	$	(1,272,603)
Balance, June 30, 2022		148,543,635		148,545		12,410,428		(13,377,831)		(818,858)
	Common stock issued for cash	-		-		-		-		-
	Stock compensation	-		-		495,376		-		495,376
	Common stock issued for services	-		-		-		-		-
	Net loss	-		-		-		(659,747)		(659,747)
Balance, September 30, 2022		148,543,635	$	148,545		12,905,804	$	(14,037,578)	$	(983,229)

In addition, under the penny stock regulations, the broker-dealer is required to:

~~The~~●Deliver, ~~accompanying~~prior ~~notes~~to ~~are~~any antransaction ~~integral~~involving ~~part~~a ofpenny ~~these~~stock, ~~unaudited~~a ~~condensed~~disclosure ~~consolidated~~schedule ~~financial~~prepared ~~statements~~by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

35●Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

~~APPLIFE~~●Send ~~DIGITAL~~monthly ~~SOLUTIONS~~statements disclosing recent price information pertaining to the penny stock held in a customer’s account, ~~INC.~~the account’s value, and information regarding the limited market in penny stocks; and

~~UNAUDITED~~●Make ~~STATEMENTS~~a OFspecial ~~CASH~~written ~~FLOWS~~determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

		Three Months Ended September 30,
		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(659,747)	$	(919,598)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Amortization		69,238		44,777
Issuance of common stock for services		-		25,000
interest expense		25,274		-
Stock compensation expense		495,376		452,420
Change in fair value of derivative liability		(115,249)		(18,387)
Gain on settlement of debt		-		(48,619)
Accrued Expense - Settled Debt		-		11,384
Changes in operating assets and liabilities:
Accounts Receivable		-		-
Prepaid expenses and other current assets		3,197		1,716
Inventories		(6,968)		(2,405)
Common stock payable		-		241,000
Accounts payable and accrued expenses		(112)		(12,079)
Net cash (used) in operating activities		(189,116)		(224,791)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable to shareholders		225,000		-
Proceeds from issuance of common stock		-		520,000
Payment on notes payable		-		(40,000)
Net cash provided from financing activities		225,000		480,000
Net increase in cash and cash equivalents		35,884		255,209
Cash and cash equivalents, beginning of period		189,223		250,073
Cash and cash equivalents, end of period	$	225,117	$	505,282
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	-

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

~~The~~Item ~~accompanying~~10. ~~notes~~INTERESTS ~~are~~OF anNAMED ~~integral~~EXPERTS ~~part~~AND ~~of these unaudited condensed consolidated financial statements~~COUNSEL

36LEGAL MATTERS

~~APPLIFE~~The ~~DIGITAL~~validity ~~SOLUTIONS~~of the securities offered hereby will be passed upon for us by Brunson Chandler & Jones, ~~INC~~PLLC, Walker Center, 175 S. Main Street, 14th Floor, Salt Lake City, Utah, 84111.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~EXPERTS

~~Note~~The 1consolidated ~~– Organization~~financial statements of the Company as of June 30, ~~Going~~2025 ~~Concern~~are incorporated by reference in this Prospectus have been so included in reliance on the report of RBSM LLP, an independent registered public accounting firm, to the extent and ~~Summary~~for the periods set forth in their report incorporated by reference, given on the authority of ~~Significant~~said ~~Accounting~~firms ~~Policies~~as experts in auditing and accounting.

~~Organization~~Item 11. INFORMATION WITH RESPECT TO THE REGISTRANT

~~APPlife~~DESCRIPTION ~~Digital~~OF Solutions Inc. (the “Company”) is a business incubator and portfolio manager that uses digital technology to create and invest in e-commerce and cloud-based solutions. The Company was formed March 5, 2018 in Nevada and has offices in San Francisco, California and Shanghai, China. Our office in San Francisco, California allows us to take advantage of the marketing opportunities available in the United States as well as keeping close proximity to sources of capital whether it is debt or equity. Our offices in Shanghai, China allows us to take advantage of a high concentration of skilled tech coders and developers at lower capital costs than in more developed countries such as the United States or Europe.The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter.BUSINESS

Rooster Essentials APP SPV, LLC (the “Rooster”), incorporated on April 9, 2019, is a wholly owned subsidiary of the Company. Rooster is a fully customizable men’s ecommerce platform that delivers daily use grooming needs and essential items.Products

~~B2BCHX~~As ~~SPV~~of ~~LLC (~~the ~~“B2BCHX”),~~period ~~incorporated~~from oninception ~~June~~through 5today’s date, ~~2019~~we have generated limited revenue and incurred expenses and operating losses, as part of our developmental stage activities in building our ecommerce platform and Sugar Auto Parts marketplace. Our auto parts ecommerce platform is aour ~~wholly~~primary ~~owned~~ecommerce ~~subsidiary~~website, offering a comprehensive catalog of ~~the~~suspension ~~Company~~lift kits and related accessories for Jeep, truck, and SUV owners. ~~B2BCHX~~The ~~does~~platform anallows ~~independent~~customers ~~background~~to ~~check~~browse, compare, and purchase products online, with a focus on ~~mainland~~providing ~~Chinese~~quality ~~companies~~aftermarket ~~for~~parts ~~small~~and ~~businesses~~a ~~globally~~user-friendly shopping experience. Our sources of revenue are expected to come from product purchases and, in the future, may include advertising and sponsorships.

Office Hop, incorporated on January 28, 2021, is a wholly owned subsidiary of the Company. Office Hop is a global sharing model platform for short term rentals of office and meeting rooms. Users can find an office or conference space for hourly, half-day, full-day, or weekly rental. Hosts can list their spare office or meeting rooms.Competition

~~Going~~We ~~Concern~~directly compete for buyers to use our web sites over current ecommerce sites as well as sellers that utilize major marketplaces such as Amazon and eBay. However, we believe our specialty ecommerce website offers substantial value-added content including installation guides, install videos, high impact photos, order customization and live chat with a technical expert.

The Company has generated losses and negative cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. There can be no assurance that any additional financings, would be available to the Company on satisfactory terms and conditions if at all. The current pandemic known as COVID-19 as described in Note 5, creates additional uncertainty.89

~~The~~Additionally, ~~accompanying~~we ~~consolidated~~believe ~~financial~~that ~~statements~~our ~~have~~automotive ~~been~~parts ~~prepared~~marketplace onSugar aAuto ~~going concern basis of accounting~~Parts, ~~which~~with ~~contemplates~~no ~~continuity~~known oflarge ~~operations,~~challengers ~~realization~~presently ofin ~~assets~~the ~~and~~space ~~classification~~outside of ~~liabilities~~“all ~~and~~things ~~commitments~~to inall ~~the~~people” ~~normal~~online ~~course~~marketplaces oflike ~~business.~~Amazon ~~The~~and ~~accompanying~~eBay, ~~consolidated~~has ~~financial~~the ~~statements~~opportunity doto ~~not~~quickly ~~reflect~~be ~~any~~branded ~~adjustments~~when ~~relating~~launched toas the ~~recoverability~~auto ~~and~~part’s ~~classification~~industry ofpremier ~~recorded~~marketplace ~~asset~~just ~~amounts~~as orsites ~~the~~like ~~amounts~~Etsy, ~~and~~Wayfair, ~~classifications~~Uber ofand ~~liabilities~~Chewy ~~that~~have ~~might~~been ~~result~~able ~~if the Company is unable~~ to ~~continue~~successfully asdo ain ~~going~~their ~~concern~~industries.

~~Basis~~Marketing ~~of Presentation~~Strategy

~~The~~Our ~~Company’s~~marketing ~~unaudited~~strategy ~~condensed~~is ~~consolidated~~carefully ~~financial~~built ~~statements~~and ~~have~~tailored ~~been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)~~ for ~~the~~our ~~interim~~ecommerce ~~financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X~~platform. ~~The~~We ~~unaudited~~focus ~~condensed~~on ~~consolidated~~digital financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. All intercompany transactions have been eliminated in consolidation. Howeveradvertising, insearch ~~the~~engine ~~opinion of the management of the Company~~optimization, ~~all~~and ~~adjustments~~targeted ~~necessary~~promotions ~~for~~aimed aat ~~fair~~automotive ~~presentation~~enthusiasts ~~of the financial position~~ and ~~operating~~professional ~~results have been included in these statements~~installers. ~~These~~Our ~~unaudited~~goal ~~condensed~~is ~~consolidated~~to ~~financial~~differentiate ~~statements~~ourselves ~~should~~through beproduct ~~read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended June 30~~specialization, ~~2022,~~competitive ~~as filed with the SEC on October 7~~pricing, ~~2022.~~and ~~Operating~~customer ~~results for the three months ended September 30~~service, ~~2022~~although ~~are~~limited ~~not~~financial ~~necessarily~~resources ~~indicative~~have ofconstrained ~~the~~marketing ~~results~~efforts ~~that~~and ~~may~~impacted ~~be expected for any subsequent quarters or for the fiscal year ending June 30, 2023~~growth.

37Employees

~~Cash~~The Company operates with a streamlined team structure. Michael Hill was appointed Director and ~~Cash~~CEO ~~Equivalents~~of SAP on March 12, 2025, and following the acquisition of SAP by Applife on June 13, 2025, Mr. Hill was appointed CEO and Chairman of the Board of Directors for Applife. Barrett Evans serves as CFO and Director of the Company. The Company does not currently have a large full-time staff. Instead, the company relies on its executive leadership and a network of independent contractors and professional service providers in the United States to support its operations, business management, accounting, and legal needs. All executive and management functions are based in the U.S., with no employees or contractors located internationally. The Company generates all its revenue from its ecommerce platform serving U.S. customers, and there are no current plans to develop operations outside the United States.

~~For~~Legal ~~the purpose of the statement of cash flows, the Company considers cash equivalents to include cash and investments with an original maturity of three months or less.~~Proceedings

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

~~The~~Other Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company had no accrual for interest or penalties as of September 30, 2022. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California.Information

~~Use of Estimates~~None.

Generally accepted accounting principles require that the consolidated financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock-based compensation, BCF (Beneficial Conversion Feature) liabilities feature of convertible debt, 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.90

~~Revenue~~MARKET ~~Recognition~~PRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

~~Stock~~Our ~~Based~~common ~~Compensation~~stock is currently quoted on the OTC Market’s OTCID Basic Market (“OTCID”) under the symbol “ALDS”. The following table sets forth for the periods indicated the high and low traded price per share of our common stock as reported on the OTCID. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions:

~~The~~OTC ~~Company~~Markets ~~accounts~~Group ~~for~~Inc. ~~share-based~~OTCID ~~compensation~~Basic ~~in accordance with the fair value recognition provision of FASB ASC 718, Compensation –~~Market ~~Stock Compensation~~ (~~“ASC 718”~~1), prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505, Equity–based Payments to Non-Employees (“ASC 505”). Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

	Fiscal Year 2025
		High	Low
First Quarter		0.00227	0.0072
Second Quarter (thru December 8)		0.0095	0.0072

	Fiscal Year 2024
		High	Low
First Quarter		0.0146	0.0077
Second Quarter		0.0334	0.0008
Third Quarter		0.0271	0.0102
Fourth Quarter		0.0329	0.016

	Fiscal Year 2023
		High	Low
First Quarter		0.039	0.013
Second Quarter		0.036	0.0122
Third Quarter		0.022	0.008
Fourth Quarter		0.0205	0.007

38(1) OTC Market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~Net~~Holders ~~Loss~~of ~~per Share~~Record

~~Basic~~As ~~net~~of ~~loss~~December ~~per~~8, ~~share~~2025, iswe ~~calculated~~had by267 ~~dividing~~beneficial ~~the~~holders ~~net~~of ~~loss~~record ~~for~~of ~~the~~our ~~period~~common bystock. ~~the~~The ~~weighted-average~~actual number of ~~common~~stockholders ~~shares outstanding during the period. Diluted net loss per share~~ is ~~calculated~~greater bythan ~~dividing~~this ~~the net loss for the period by the weighted-average~~ number of ~~common~~beneficial ~~shares~~record ~~outstanding~~holders ~~during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options~~ and ~~warrants~~includes ~~granted,~~stockholders ~~convertible~~who ~~debt,~~are ~~and~~beneficial ~~convertible~~owners ~~preferred~~but ~~stock. There~~whose ~~were~~shares noare ~~potentially~~held ~~dilutive~~in ~~securities~~street ~~for~~name ~~the~~by ~~period~~brokers ~~ended September 30, 2022~~ and ~~year~~other ~~ended June 30, 2022~~nominees.

~~Fair Value of Financial Instruments~~Dividends

~~The~~We ~~Company~~have ~~follows~~never ~~FASB~~declared ~~ASC~~or ~~820, Fair~~paid ~~Value~~cash ~~Measurements~~dividends ~~and~~on ~~Disclosures (“ASC~~our ~~820”)~~common stock. We currently intend to ~~measure~~retain all available funds and ~~disclosure~~any ~~the~~future ~~fair~~earnings ~~value~~for use in the operation of ~~its~~our ~~financial~~business ~~instruments.~~and ~~ASC~~do ~~820~~not ~~establishes~~anticipate apaying ~~framework~~any ~~for~~dividends ~~measuring~~on ~~fair~~our ~~value~~common stock in Uthe foreseeable future, if at all.S. ~~GAAP~~Any ~~and~~future ~~expands~~determination ~~disclosures~~to ~~about~~declare ~~fair~~dividends ~~value~~will ~~measurements~~be ~~and~~made ~~establishes~~at athe ~~fair~~discretion ~~value~~of ~~hierarchy~~our ~~which~~board ~~prioritizes~~of ~~the~~directors ~~inputs~~and towill ~~valuation~~depend ~~techniques~~on ~~used~~our tofinancial ~~measure~~condition, ~~fair~~results ~~value~~of ~~into~~operations, ~~three~~capital ~~broad~~requirements, ~~levels. The~~general ~~three~~business ~~levels~~conditions ofand ~~fair~~other ~~value~~factors ~~hierarchy~~that ~~defined~~our byboard ~~ASC~~of ~~820~~directors ~~are~~may ~~described~~deem ~~below:~~relevant.

~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~91

~~Level~~MANAGEMENT’S 2:DISCUSSION ~~Pricing~~AND ~~inputs~~ANALYSIS ~~other~~OF ~~than~~FINANCIAL ~~quoted~~CONDITION ~~prices~~AND inRESULTS ~~active~~OF ~~markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~OPERATION

~~Level~~This 3:Management's ~~Pricing~~Discussion ~~inputs~~and Analysis of Financial Condition and Results of Operations contains forward-looking statements that ~~are~~involve ~~generally~~known ~~unobservable~~and ~~inputs~~unknown risks, significant uncertainties and ~~not~~other ~~corroborated~~factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by ~~market~~those ~~data~~forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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.Overview

~~The~~APPlife ~~fair~~Digital ~~value~~Solutions, ~~hierarchy~~Inc. ~~gives~~ (the ~~highest~~“Company” ~~priority~~or to“Applife”) ~~quoted~~was ~~prices~~formed March 5, 2018, in Nevada. The Company’s main operating subsidiary, Sugar Auto Parts, Inc. (~~unadjusted~~“SAP”) inis ~~active~~a ~~markets~~Nevada ~~for~~corporation ~~identical~~formed ~~assets~~on orJanuary ~~liabilities~~6, 2025, by Mammoth Crest Capital, LLC, a Wyoming corporation that is 50% owned by Michael Hill and ~~the~~Barrett ~~lowest~~Evans, ~~priority~~whom toare ~~unobservable~~related ~~inputs~~parties. If ~~the~~The ~~inputs~~Company ~~used~~is toheadquartered ~~measure~~at ~~the~~701 ~~financial~~Anacapa ~~assets~~St., ~~and~~Suite ~~liabilities~~C, ~~fall~~Santa ~~within~~Barbara, ~~more~~CA ~~than~~93101. ~~one~~SAP ~~level~~operates ~~described~~primarily ~~above~~as an aftermarket automotive parts e-commerce business, ~~the~~specializing ~~categorization~~in isonline ~~based~~sales onof ~~the~~suspension ~~lowest~~lift ~~level~~systems ~~input~~and ~~that~~related isaccessories ~~significant~~through toits flagship ecommerce platform. The Company serves customers across the ~~fair~~United ~~value~~States, ~~measurement~~offering a wide selection of ~~the~~products ~~instrument~~for Jeep, truck, and SUV owners.

~~The~~Reverse ~~carrying~~Merger ~~amounts~~with ~~reported~~Sugar inAuto ~~the Company’s consolidated financial statements for cash~~Parts, ~~accounts payable and accrued expenses approximate their fair value because of the immediate or short-term nature of these consolidated financial instruments~~Inc.

~~Derivative~~On ~~Liability~~June 13, 2025, SAP became a wholly-owned subsidiary of Applife.

~~FASB~~Plan ~~ASC 815, Derivatives and Hedging requires all derivatives to be recorded on the consolidated balance sheet at fair value. As~~ of September 30, 2022, we used the Black-Scholes-Merton (BSM) model to estimate the fair value of the conversion feature of the convertible note. Key assumptions of the BSM model include the market price of our stock, the conversion price of the debt, applicable volatility rates, risk-free interest rates and the instrument’s remaining term. These assumptions require significant management judgment. In addition, changes in any of these variables during a period can result in material changes in the fair value (and resultant gains or losses) of this derivative instrument.Operation

~~Inventories~~Applife operates with a streamlined executive team led by Michael Hill and Barrett Evans, with all management and business operations based in the United States. We rely on its executive leadership and a network of independent contractors and professional service providers for business management, accounting, legal, and investor relations functions. All executive and management functions are located in Nevada and California, and there are no employees or contractors located internationally. We generate all of our revenue from our ecommerce platform serving U.S. customers. We have no current plans to develop operations outside the United States.

~~Inventory,~~Our ~~consisting~~business ofmodel ~~raw~~is ~~materials,~~focused ~~work~~on inexpanding ~~process~~our ~~and~~ecommerce ~~products available for sale~~operations, ~~are~~strengthening ~~primarily~~our ~~accounted~~product ~~for using the first-in~~offerings, ~~first-out method (“FIFO”),~~ and ~~are~~pursuing ~~valued~~strategic atacquisitions ~~the~~that ~~lower~~align ofwith ~~cost~~our orvision ~~net~~for ~~realizable value~~growth. ~~This~~We ~~valuation~~will ~~requires~~continue ~~management~~ to ~~make~~explore ~~judgements~~new ~~based~~opportunities onto ~~currently~~invest ~~available~~in ~~information,~~projects ~~about~~and ~~the~~partnerships ~~likely~~that ~~method~~can ofenhance ~~disposition,~~our ~~such~~market asposition ~~through sales to individual customers~~ and ~~returns~~revenue tostreams. ~~product~~Capital ~~vendors.~~raised Aswill ofbe ~~September~~allocated ~~30,~~to ~~2022~~marketing, ~~the Company had inventories of approximately $71~~acquisitions,~~168.~~ ~~The~~and ~~Company~~revenue ~~has~~generation ~~no allowance for inventory reserves~~initiatives.

39We 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.

~~Note~~Results 2of ~~– Notes payable to shareholders~~Operations

On July 3, 2019, the Company issued a $250,000 convertible promissory note (the “July 2019 Note”) to a lender (the “Lender”). According to the terms the Lender funded the July 2019 Note as follows: $100,000 upon the execution of the Note, $50,000 on August 1, 2019, $50,000 on September 1, 2019, and the remaining $50,000 on October 1, 2019. The outstanding principal balance of the Note shall bear interest at the rate of twelve percent (12%) per annum. The balance of the July 2019 Note was $250,000 on June 30, 2021, and matures July 03, 2021. On August 28, 2021, the investor agreed to extend the note till July 03, 2022. On June 8, 2022, the Company converted the outstanding $250,000 in principal and $85,266 in interest into 1,672,995 fully vested options to purchase common stock. The options were valued at $26,959, in the aggregate, using Black Scholes.

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

On November 22, 2019, Company issued a $170,000 convertible promissory note (the “November 2019 Note”) to the Lender that accrues interest at 12% per annum. The July and November Notes contain embedded derivatives, see Note 7. On June 8, 2022, the Company converted the outstanding $170,000 in principal and $51,922 in interest into fully vested 651,726 options to purchase common stock. The options were valued at $11,887, in the aggregate, using Black Scholes.92

On July 14, 2020 and October 21, 2020, the Company sold convertible notes (“2020 Notes”) bearing 12% interest in the principal amounts of $340,000 and $348,000, respectively. Subject to certain ownership limitations, the notes will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.144. The beneficial conversion features of these notes were valued at $85,000 and $135,333, respectively, and are amortized over the life of the notes. On June 8, 2022 the Company converted both loans, in which on that date, the outstanding $340,000 and $348,000 in principle, and $77,576 and $68,075 in interest, were converted into 2,896,611 and 2,895,431 fully vested options to purchase common stock. The options were valued at $69,310, and $69,043, respectively, in the aggregate, using Black Scholes.Revenue

OnFor ~~January 12, 2021,~~ the ~~Company~~period ~~sold~~beginning ~~convertible~~with ~~notes~~inception ~~bearing~~and ~~12%~~ended ~~interest~~June on30, ~~the~~2025, ~~principal~~we ~~amount~~had revenues of $~~360~~315,~~000, respectively~~130. The ~~principal~~Company ~~amount~~has ~~was~~been ~~agreed to be paid~~ in ~~two~~the ~~tranches~~process of ~~$180,000~~marketing ~~each,~~and ~~received~~developing onits ~~February19~~apps, ~~2021~~hiring developers and ~~March 08~~coders, ~~2021.~~incurring ~~The~~professional ~~note~~fees isfor ~~subject~~registering toits ~~certain~~common ~~ownership~~stock ~~limitations~~ and ~~will~~identifying beother ~~convertible~~apps atand ~~the~~partnerships ~~option~~to ofgenerate ~~the~~revenues ~~holder~~as ~~at any time into shares of~~ the Company’s ~~common~~expands ~~stock~~its ~~at an effective conversion rate of $0~~operations.~~144.~~ ~~The~~Costs ~~embedded conversion features~~ of ~~this~~sales ~~note~~ were ~~valued at~~ $35270,~~500~~891 ~~and~~which ~~$7,500~~were ~~for~~approximately ~~each~~86% ~~tranche~~of ~~received~~revenue. ~~and~~Gross ~~are~~margin ~~amortized~~was ~~over the life of the note~~$44,239.

OnOperating February 04, 2022, the Company sold convertible note bearing 12% interest in the principal amount of $350,000(“February 2022 Notes”). The note will be paid in three tranches with first tranche of $100,000 received on March28, 2022. The second and third tranches of $150,000 and $100,000 each, were received on May 3, 2022, and June 21, 2022, respectively. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $0.013. The February 2022 Notes contain embedded derivatives, see Note 7.Loss

OnFor ~~June 8, 2022,~~ the ~~Company~~period ~~converted~~beginning ~~the~~with ~~July~~inception ~~2019 Notes, November 2019 Note~~ and ~~the~~ended ~~2020~~June ~~Notes~~30, ~~(collectively “Converted Notes”)~~2025, ~~with~~we anhad ~~aggregate~~operating ~~principal~~expenses ~~balance~~ of $1246,~~108,000 and $282,838 of accrued interest into stock options~~137. ~~The~~This ~~options~~loss ~~expire~~was inprimarily ~~five~~attributable ~~years~~to ~~with~~cost ~~the~~of ~~exercise~~goods ~~prices~~sold, ~~ranging~~payments ~~between~~to ~~$0.14~~contractors, and ~~$0.34.~~other ~~The~~operating ~~options were valued at $216~~expenses,~~981,~~ inincluding ~~the~~marketing ~~aggregate,~~and ~~using Black Scholes~~advertising.

OnOther August 26, 2022, the Company sold convertible note bearing 12% interest in the principal amount of $325,000 (“August 2022 Notes”). The note is disbursed in three tranches with first tranche of $125,000 received on September 1, 2022. The second tranche of $100,000 was received on September 19, 2022. The third tranche will be paid on or before October 15, 2022. The note is subject to certain ownership limitations and will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion rate of $0.046. The August 2022 Notes contain embedded derivatives, see Note 7.Income/Expense

40For the period beginning with inception and ended June 30, 2025, total other expenses were $795,865. This consisted of interest expense of $803,589, offset in part by a gain on extinguishment of debt of $7,724.

		Amount
Balance of notes payable, net of discount on June 30, 2022	$	389,319
Amortization of debt discount		69,113
Issuance of notes payable		225,000
Embedded Conversion Feature - Debt discount		(225,000)
Balance of notes payable, net of discount as of September 30, 2022	$	458,432

Net loss

~~Note~~We 3reported ~~– Related~~a ~~Party~~net ~~Transactions~~loss of $997,763 for the year ended June 30, 2025.

~~Notes~~Going ~~Payable to Shareholder~~Concern

~~During~~As ~~the~~reflected ~~three~~in ~~months~~the ~~ended~~accompanying ~~September~~consolidated ~~30,~~financial ~~2022~~statements, the Company ~~received~~has ~~$325,000 in~~revenue ~~notes~~generating ~~payable~~operations toand ~~related~~has ~~parties~~an accumulated deficit of $3,621,781. ~~The~~In ~~note~~addition, there is ~~disbursed~~a inworking ~~three~~capital ~~tranches~~deficiency ~~with~~of ~~first~~approximately ~~tranche~~$2,556,084 and a stockholder’s deficiency of $~~125~~811,~~000~~778 ~~received~~as onof ~~September~~June 130, ~~2022~~2025. ~~The~~This ~~second~~raises ~~tranches~~substantial doubt about its ability to continue as a going concern. The ability of ~~$100,000~~the ~~was~~Company ~~received~~to continue as a going concern is dependent on ~~September~~the ~~19,~~Company’s ~~2022,~~ability ~~see~~to ~~note~~raise 2,additional ~~notes~~capital ~~payable~~ and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to ~~shareholders~~continue ~~for~~as ~~detail~~a going concern.

~~Note~~The 4Company ~~– Concentrations~~anticipates additional equity and debt financing to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations.

~~Cash~~Liquidity ~~Concentration~~and Capital Resources

~~The~~Our ~~Company~~cash ~~maintains~~balance ~~its~~was ~~cash~~$111,397 ~~and~~on ~~cash~~June ~~equivalents~~30, at2025. We recorded a ~~financial~~net ~~institution~~loss ~~which~~of ~~may~~$997,763 atfor ~~times~~the period from January 6, ~~exceed~~2025 ~~federally~~to ~~insured~~June ~~limits~~30, 2025. As We expect our expenses will continue to increase during the foreseeable future as a result of ~~September~~increased ~~30,~~operations ~~2022,~~and the ~~Company’s~~development ~~cash~~of ~~balance~~our ~~did~~business ~~not~~operations. Consequently, ~~exceed~~we are dependent on the ~~FDIC~~proceeds ~~insurance~~from ~~limit~~future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and consolidated financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

~~Note~~We 5presently ~~– Commitments~~do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and ~~Contingencies~~become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

~~Legal Matters~~93

~~From~~To ~~time~~the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to ~~time~~existing stockholders. If additional funds are raised through the ~~Company~~issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be ~~involved~~inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in ~~certain~~lieu ~~legal~~of ~~actions~~cash, ~~and~~which ~~claims~~may ~~arising~~also result in dilution to existing shareholders. Even if we are able to raise the ~~ordinary~~funds ~~course~~required, ofit ~~business.~~is ~~The~~possible ~~Company~~that ~~was~~we ~~not~~could aincur ~~party~~unexpected costs and expenses, fail to ~~any~~collect ~~specific~~significant ~~legal~~amounts ~~actions~~owed to us, or ~~claims~~experience atunexpected ~~September~~cash ~~30,~~requirements ~~2022~~that would force us to seek alternative financing.

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

~~There~~·Curtail ~~have been outbreaks in several countries, including~~ the ~~United~~development ~~States,~~ of ~~the~~our highly transmissible and pathogenic coronavirus (“COVID-19”). The outbreak of such COVID-19 resulted in a widespread health crisis that adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. Although to date, the Company has not been adversely affected by COVID-19, the measures taken by the governments of countries affected could adversely affect the Company’s business, ~~financial condition, and results of operations.~~

~~Note~~·Seek 6strategic ~~– Stockholders’~~partnerships ~~Deficit~~that may force us to relinquish significant rights to our business, or

As·Explore ofpotential ~~September~~mergers ~~30,~~or ~~2022,~~sales ~~and~~of ~~June~~significant ~~30,~~assets ~~2022, there were 148,543,635 shares~~ of ~~common~~our ~~stock issued and outstanding~~Company.

~~During~~Working ~~the~~Capital three months ended September 30, 2021, the Company issued 5,200,000 shares of common stock pursuant to subscriptions agreements for $520,000, or $0.10 per share. There were no shares of common stock issued during the three months ended September 30, 2022.Deficit

Common stock issued for services

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

~~During~~We ~~the~~anticipate ~~three~~generating ~~months~~losses ~~ended September 30~~and, ~~2021~~therefore, may be unable to continue operations in the ~~Company~~future. ~~issued~~We ~~312~~expect to require additional capital,~~500~~ ~~shares~~and ofwe ~~common~~will ~~stock~~have to ~~third~~issue ~~parties~~debt ~~for~~or ~~services~~equity ~~valued~~or atenter ~~$25,000,~~into ora ~~$0.08~~strategic ~~per~~arrangement ~~share.~~with ~~There~~a ~~were~~third noparty. ~~shares~~The current liabilities of ~~common~~$2,690,817 ~~stock~~include ~~issued~~$802,589 ~~during~~of ~~the~~warrant ~~three~~liabilities ~~months~~which ~~ended~~relate ~~September~~to ~~30,~~the ~~2022~~convertible notes payable.

41Cash Flows

Restricted stock and Stock options

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

~~During~~Operating ~~the three months ended September 30, 2022 and 2021, the Company recognized stock compensation expense on outstanding restricted stock awards of $436,504 and $410,740, respectively.~~Activities

During the ~~three~~period ~~months~~from ~~ended~~January ~~September 30~~6, ~~2022~~2025 ~~and~~to ~~2021,~~June ~~the Company recognized $58~~30,~~872~~ ~~and $41~~2025,~~679~~ ofcash ~~expense~~used ~~related~~in to the ~~vesting~~Company’s ofoperating ~~stock~~activities ~~options~~amounted to ~~its~~$159,964, ~~board~~mainly ~~members~~composed ~~and~~of ~~consultants. The options granted in fiscal year 2022 vest pro-rata over~~ the ~~member~~Company’s ~~term,~~net ~~have~~loss ~~exercise~~amounting ~~prices~~to ~~between~~ $0997,763.02 ~~and~~This ~~$0.03~~amount ~~and~~was ~~expire~~adjusted inby ~~five~~noncash ~~years~~items ~~from~~of ~~the~~interest ~~date~~expense of ~~grant.~~$803,589 ~~The~~and ~~options~~a ~~8,106,723~~decrease ~~options~~from ~~were~~gain ~~issued~~ on ~~June~~extinguishment 8,of ~~2022~~debt ~~and~~of ~~were~~$7,724. ~~issued~~Changes in ~~exchange~~assets ~~for~~and ~~$1,309,838~~liabilities ininclude ~~outstanding~~an ~~principal~~increase ~~and~~in ~~interest~~accounts ~~respective~~payable ~~(see~~and ~~note~~accrued 2)expenses ~~from~~of ~~notes payable~~$41,934.

OnInvesting June 15, 2022, the Company granted 2,000,000 stock options to its attorney as compensation. The options vest pro-rata over five years, have exercise price of $0.03 and expire in five years from the date of grant.Activities

	Options		Weighted Average Exercise Price per Share			Weighted Average Remaining Life (Years)
Outstanding – June 30, 2022		23,752,035		$	0.11		2.92
Granted		-			-		-
Forfeited		-			-		-
Exercised		-			-		-
Outstanding – September 30, 2022		23,752,035		$	0.08		4.33

During the period from January 6, 2025 to June 30, 2025, the Company used $185,000 in cash for investing activities, which included $35,000 paid for the purchase of AP4L and $150,000 paid as purchase consideration for the Applife reverse merger in June 2025.

~~In connection with the options the Company and valued with Black Scholes using the following inputs:~~94

	Year Ended June 30, 2022
Stock price	$	0.02 - 0.03
Exercise price	$	0.02 - 0.34
Expected term (in years)		4.94 – 5.00
Volatility (annual)		141.5 % - 271.1 %
Risk-free rate		1.39 % - 2.94%

Financing Activities

~~Note~~During 7the ~~– Derivative~~period ~~Liability~~from January 6, 2025 to June 30, 2025, the Company received $600,000 in proceeds from the issuance of promissory notes, offset by payments of $143,639 on other liabilities, resulting in net cash provided by financing activities of $456,361.

~~The~~On ~~Company~~August ~~issued~~1, ~~debts~~2025, ~~that consist of~~ the ~~issuance~~Company ofentered ~~convertible~~into ~~notes~~a ~~with~~twelve-month ~~variable~~promissory ~~conversion~~note ~~provisions.~~in ~~The~~the ~~conversion~~amount ~~terms~~ of ~~the~~$187,000 ~~convertible~~with ~~notes~~Labrys ~~are~~Fund ~~variable~~II, ~~based~~L.P. onThe ~~certain~~note ~~factors,~~carries ~~such~~a as12% ~~the~~interest ~~future~~rate ~~price~~per ofannum ~~the~~and ~~Company’s~~converts ~~common~~at ~~stock.~~a ~~The~~25% ~~number~~discount ofto ~~shares~~market ofprice. ~~common~~Market ~~stock~~price ~~issuable~~shall ~~upon~~mean ~~conversion~~75% of the ~~promissory~~average ~~note~~of ~~is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives,~~ the ~~fair~~closing ~~values~~prices of the ~~variable~~Common ~~conversion~~Stock ~~option~~on ~~and~~the ~~shares~~Principal toMarket beduring ~~issued~~the ~~were~~five ~~recorded~~(5) astrading ~~derivative~~day ~~liabilities~~period onimmediately preceding the ~~issuance~~respective ~~date~~conversion ~~and revalued at each reporting period~~date.

AOn ~~summary~~November of10, ~~quantitative~~2025, ~~information~~the ~~with~~Company ~~respect~~issued two convertible promissory notes to ~~valuation~~separate ~~methodology~~investors, ~~and~~each ~~significant~~with ~~unobservable~~a ~~inputs~~principal ~~used~~amount of $60,000, including a $6,000 original issue discount for a purchase price of $54,000. Each note carries a one-time interest charge of 12% ($7,200) earned in full on the issue date and matures 12 months after issuance. Both notes may be converted into shares of the Company’s common stock ~~purchase~~at ~~warrants~~a ~~that~~conversion ~~are~~price ~~categorized~~equal ~~within~~to ~~Level~~65% 3 of the ~~fair~~lowest ~~value~~traded ~~hierarchy~~price ~~for~~during the ~~three~~10 ~~months~~trading ~~ended~~days ~~September~~preceding 30the conversion date, ~~2022~~subject isto ascustomary ~~follows:~~adjustments and a 4.99% beneficial ownership limitation.

	Quarter Ended September 30, 2022
Stock price	$	0.026 – 0.057
Exercise price	$	0.018 – 0.046
Contractual term (in years)		0.99 – 2.14
Volatility (annual)		213% - 215%
Risk-free rate		3.37% – 4.22%

On November 19, 2025, the Company issued two convertible promissory notes to separate investors, each with a principal amount of $60,000, including a $6,000 original issue discount for a purchase price of $54,000. Each note carries a one-time interest charge of 12% ($7,200) earned in full on the issue date and matures 12 months after issuance. Both notes may be converted into shares of the Company’s common stock at a conversion price equal to 65% of the lowest traded price during the 10 trading days preceding the conversion date, subject to customary adjustments and a 4.99% beneficial ownership limitation.

42On November 20, 2025, the Company issued a convertible promissory note to an investor in the principal amount of $150,000 that is due August 20, 2026. The note accrues interest at a rate of 5% and is convertible into common stock at a price of $0.01 per share, subject to adjustment as more fully described in the agreements.

~~The~~On ~~foregoing~~November ~~assumptions~~25, ~~are~~2025, ~~reviewed~~the ~~quarterly~~Company ~~and~~issued ~~are~~a ~~subject~~convertible promissory note to ~~change~~an ~~based~~investor, ~~primarily~~each with a principal amount of $60,000, including a $6,000 original issue discount for a purchase price of $54,000. The note carries a one-time interest charge of 12% ($7,200) earned in full on ~~management~~the issue date and matures 12 months after issuance. Both notes may be converted into shares of the Company’s ~~assessment~~common stock at a conversion price equal to 65% of the ~~probability~~lowest oftraded price during the ~~events~~10 ~~described~~trading ~~occurring.~~days ~~Accordingly~~preceding the conversion date, ~~changes~~subject to ~~these~~customary ~~assessments~~adjustments ~~could~~and ~~materially~~a ~~affect~~4.99% ~~the~~beneficial ~~valuations~~ownership limitation.

~~Financial~~The ~~Liabilities~~foregoing ~~Measured~~descriptions atof ~~Fair~~each ~~Value~~of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Purchase Agreement and the Note, which are filed as Exhibits to this Current Report on aForm ~~Recurring~~8-K ~~Basis~~(this “Form 8-K”) and are incorporated herein by reference.

~~Financial~~C/M ~~liabilities~~Purchase ~~measured~~Agreement ~~at fair value on a recurring basis are summarized below~~ and ~~disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:~~Note

	Fair value measured at September 30, 2022
	Quoted prices in		Significant other		Significant unobservable
	active markets		observable inputs		inputs		Fair value at
	(Level 1)		(Level 2)		(Level 3)		September 30, 2022
Derivative liability	$	-	$	-	$	712,205	$	712,205
Total	$	-	$	-	$	712,205	$	712,205

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 $225,0000, (representing commitment fee valued at 1.5% of the CM Purchase Agreement amount).

The ~~fair~~CM ~~value~~Purchase ~~accounting~~Agreement ~~standards~~provides ~~define~~that, ~~fair~~upon ~~value as~~ the ~~amount~~terms ~~that~~and ~~would~~subject ~~be received~~ to ~~sell~~the anconditions ~~asset~~set orforth ~~paid to transfer a liability~~ in anthe ~~orderly~~CM ~~transaction~~Purchase ~~between market participants. As such~~Agreement, ~~fair~~the ~~value~~Company ismay ~~determined~~issue ~~based~~and ~~upon~~sell ~~assumptions~~to ~~that~~CM, ~~market~~and ~~participants~~CM ~~would~~shall ~~use~~purchase infrom ~~pricing~~the anCompany, ~~asset~~up orto ~~liability.~~$15,000,000, ~~Fair~~subject ~~value~~to ~~measurements~~certain ~~are~~limitations ~~rated~~including onthe aSelling ~~three-tier~~Stockholder’s ~~hierarchy~~4.99% asbeneficial ~~follows:~~ownership limitation.

●The ~~Level~~CM 1Purchase ~~inputs:~~Agreement ~~Quoted~~and ~~prices~~the ~~(unadjusted)~~sale ~~for~~of ~~identical~~up ~~assets~~to or$15,000,000 ~~liabilities~~of inshares ~~active~~of ~~markets;~~common stock thereunder was approved by the Company’s Board of Directors on November 20, 2025.

~~● Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and~~95

●The ~~Level~~CM 3Purchase ~~inputs:~~Agreement ~~Unobservable~~essentially ~~inputs~~gives ~~for~~us ~~which~~the ~~there~~right isto ~~little~~put (or nooffer ~~market~~to ~~data~~sell) common stock to CM as described below. Specifically, ~~which~~the ~~require~~purchase and sale terms provided for by the ~~reporting~~CM ~~entity~~Purchase toAgreement ~~develop~~are ~~its~~summarized ~~own~~as ~~assumptions.~~follows:

~~There~~(i) ~~were~~Fixed noPurchase. ~~transfers~~On ~~between~~any ~~Level~~business 1day, 2the orCompany 3has ~~during~~the right to direct CM to purchase shares of common stock at a purchase price equal to 95% of the ~~period~~lower ~~ended~~of ~~September~~(A) 30the 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, ~~2022.~~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;

~~During~~(ii) ~~the~~VWAP ~~three~~Purchase. ~~months~~On ~~ended~~any ~~September~~business 30day, ~~2022~~the ~~and~~Company ~~2021,~~has the ~~Company~~right ~~recorded~~to ~~gains~~direct CM to purchase common stock at a purchase price equal to 95% of ~~$115,249~~the lower of (A) the closing sale price on such date and ~~$18,387,~~(B) ~~respectively,~~the ~~from~~VWAP during the ~~change~~applicable inVWAAP ~~fair~~Purchase ~~value~~Period. , provided that such purchases shall be subject to a daily limitation of ~~derivative~~$100,000; ~~liability.~~and

~~The~~(iii) ~~following~~Additional ~~table~~VWAP ~~presents~~Purchase. ~~changes~~In inaddition ~~Level~~to 3the ~~liabilities~~foregoing, ~~measured~~the Company also has the right to direct CM to purchase common stock at ~~fair~~a ~~value~~purchase price equal to 95% of the lower of (A) the VWAP for the ~~period~~applicable ~~ended~~Additional ~~September~~VWAP 30Purchase Period during the applicable Additional VWAP Purchase Date for such Additional VWAP Purchase, ~~2022:~~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.

	Derivative Liability
Balance – June 30, 2022	$	577,180
Changes due to issuances		250,274
Change in fair value of derivative liability		(115,249)
Balance – September 30, 2022	$	712,205

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 ~~balance~~Company ofagreed ~~the~~to ~~derivative~~comply ~~liability~~with atcertain ~~September~~covenants ~~30, 2022~~ and ~~June~~conditions ~~30,~~under ~~2022~~the ~~was~~CM ~~$712~~Purchase Agreement,~~205~~ ~~and~~which ~~$577,180,~~are ~~respectively~~set forth therein.

~~Note~~Unless 8earlier ~~– Subsequent~~terminated ~~Events~~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.

OnIn ~~October~~addition, 25the Company may terminate the CM Purchase Agreement by giving CM, ~~2022~~one trading day’s prior written notice, and CM may terminate the CM Purchase Agreement by giving the Company ~~received~~10 trading’s days’ prior written notice upon the ~~third~~occurrence ~~tranche~~of certain specified events which more particularly set forth in the CM Purchase Agreement, [need to review these items] including any failure to maintain the effectiveness of a registration statement registering the ~~August~~resale ~~2022~~of ~~Notes~~the shares of ~~$100~~common stock issuable under the CM Purchase Agreement,~~000~~ ~~(see~~failure ~~note~~to 2)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.

4396

~~Report~~Registration ofRights ~~Independent Registered Public Accounting Firm~~Agreement

~~The~~In ~~Stockholders~~connection ~~and~~with the ~~Board~~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 ~~Directors~~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.

~~Applife~~Commitment ~~Digital Solutions, Inc.~~Note

~~Opinion~~Under onthe CM Purchase Agreement, the ~~Financial~~Company ~~Statements~~agreed to issue to CM “Commitment Note” in the form of a convertible note having a value of 1.5% of the maximum ELOC amount. The Company issued a note in the amount of $225,000 as the Commitment Fee or Commitment Note pursuant to this requirement. On November 20, 2025, in a separate private placement of CM purchased a convertible note in the amount of $150,000.

WeThe ~~have~~above ~~audited~~descriptions ~~the~~of ~~accompanying~~certain ~~consolidated~~material ~~balance~~terms ~~sheets~~ of ~~Applife~~the ~~Digital~~CM ~~Solutions,~~Purchase ~~Inc. and Subsidiaries (collectively~~Agreement, ~~the~~Registration ~~“Company”)~~Rights asAgreement ofdo ~~June~~not ~~30,~~purport ~~2022~~to ~~and~~be ~~2021,~~complete and ~~the~~are ~~related~~qualified ~~consolidated statements of operations, changes~~ in ~~stockholders’~~their ~~(deficit)~~entirety ~~equity~~by ~~and~~the ~~cash~~full ~~flows~~text ~~for each~~ of ~~the~~such ~~years in the two year period ended June 30~~agreements, ~~2022~~which ~~and~~are ~~2021,~~included ~~and~~as ~~the~~exhibits ~~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’s atfilings ~~June~~with ~~30, 2022, and~~ the ~~results~~SEC ~~of its operations~~ and ~~its~~are ~~cash~~incorporated ~~flows~~herein ~~for~~by ~~each of the years in the two year period ended June 30, 2022, in conformity with U~~reference.~~S. generally accepted accounting principles.~~

~~The~~DIRECTORS, ~~Company's~~EXECUTIVE ~~Ability~~OFFICERS, toPROMOTERS, ~~Continue~~AND asCONTROL ~~a Going Concern~~PERSONS

The ~~accompanying~~Board ~~consolidated~~of ~~financial~~Directors ~~statements~~elects ~~have~~our ~~been~~executive ~~prepared~~officers ~~assuming~~annually. ~~that~~A ~~the~~majority ~~Company~~vote ~~will~~of ~~continue~~the asdirectors awho ~~going~~are ~~concern.~~in Asoffice ~~discussed~~is inrequired ~~Note~~to 1fill tovacancies. ~~the~~Each ~~financial~~director ~~statements,~~shall ~~the~~be ~~Company~~elected ~~has~~for ~~suffered~~the ~~recurring~~term ~~losses~~of ~~from~~one ~~operations~~year, and ~~will~~until ~~require~~his ~~additional~~successor ~~capital~~is toelected ~~fund~~and ~~its~~qualified, ~~current~~or ~~operating~~until ~~plan. This raises substantial doubt about~~ the ~~Company’s~~earlier ~~ability~~of tohis ~~continue~~resignation asor ~~a going concern~~removal. ~~Management’s~~Information ~~plans~~on ~~regarding~~our ~~these~~Board ~~matters~~of ~~are~~Directors ~~also~~and ~~described~~executive inofficers ~~Note~~is 1included below. ~~The~~Our ~~consolidated~~executive ~~financial~~officers ~~statements~~are doappointed ~~not~~annually ~~include~~by ~~any~~our ~~adjustments~~Board toof ~~reflect~~Directors. ~~the~~Our ~~possible~~executive ~~future~~officers ~~effects~~hold ontheir ~~the~~offices ~~recoverability~~until ~~and~~they ~~classification~~resign, ofare ~~assets~~removed orby the ~~amounts~~Board, ~~and~~or ~~classification~~their ofsuccessor ~~liabilities~~is ~~that~~elected ~~may~~and ~~result from the outcome of this uncertainty~~qualified.

~~Basis~~Directors ~~for~~and ~~Opinion~~Executive Officers

~~These~~Set ~~consolidated~~forth ~~financial~~below ~~statements~~ are the ~~responsibility~~names, ofages ~~the~~and ~~Company's~~positions ~~management.~~of ~~Our~~our ~~responsibility~~current isdirectors toand ~~express~~executive ~~an opinion on the Company’s financial statements based on our audits~~officers. WeUnless ~~are~~otherwise aindicated, ~~public accounting firm registered with~~ the ~~Public~~address ~~Company~~of ~~Accounting~~each ~~Oversight~~person ~~Board~~listed ~~(United~~is ~~States)~~c/o ~~(PCAOB)~~Sugar ~~and~~Auto ~~are~~Parts, ~~required to be independent with respect to the Company in accordance with the U~~Inc.S. ~~federal~~701 ~~securities~~Anacapa ~~laws~~Street, ~~and~~Suite ~~the~~C, ~~applicable~~Santa ~~rules~~Barbara, ~~and~~California ~~regulations of the Securities and Exchange Commission and the PCAOB~~93101.

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 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.

Name and Address	Age	Position
Michael Hill	49	CEO, Director
Barrett Evans	53	CFO, Director
Matt Reid	55	Director

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

~~/s/~~Mr. ~~RBSM~~Hill ~~LLP~~is our Chairman and Chief Executive Officer 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.

~~We have served as the Company’s auditor since 2019.~~97

~~New~~Barrett ~~York, NY~~Evans

~~October~~Mr. 7Evans is our Chief Financial Officer and the managing director of EMC2 Capital, ~~2022~~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, and he is considered an audit committee financial expert. 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.

44Matthew Reid

~~APPLIFE~~Matthew ~~DIGITAL~~Reid ~~SOLUTIONS~~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, ~~INC~~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.

~~CONSOLIDATED~~Board ~~BALANCE SHEETS~~Composition

	June 30, 2022		June 30, 2021
ASSETS
Current assets
Cash	$	189,233	$	250,073
Prepaid expenses		8,038		34,113
Inventories		64,200		48,875
Total assets		261,471		333,061
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	103,355	$	266,323
Common stock payable		10,475		-
Notes payable to shareholders		289,319		518,000
Notes payable - current, net		-		77,235
Derivative liabilities		577,180		28,576
Due to officer		-		6,428
Total current liabilities		980,329		896,562
Notes payable to shareholders, noncurrent		100,000		786,925
Total liabilities		1,080,329		1,683,487
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 500,000,000 shares authorized; 148,543,635 and 135,524,617 shares issued and outstanding as of June 30, 2022 and 2021, respectively		148,545		135,526
Additional paid-in capital		12,410,428		8,350,779
Accumulated (deficit)		(13,377,831)		(9,836,731)
Total stockholders’ deficit		(818,858)		(1,350,426)
Total liabilities and stockholders’ deficit	$	261,471	$	333,061

~~The~~No ~~accompanying~~Committees ~~notes~~of ~~are~~the anBoard ~~integral part~~ of ~~these~~Directors; ~~audited~~No ~~consolidated~~Financial ~~financial statements~~Expert

45We 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 an independent financial expert serving on the Board of Directors 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.

~~APPLIFE DIGITAL SOLUTIONS, INC.~~Auditors

~~CONSOLIDATED~~Our ~~STATEMENTS~~principal OFregistered ~~OPERATIONS~~independent auditor is RBSM, LLP

	Years Ended June 30,
	2022		2021
Revenue	$	28,162	$	4,951
Cost of goods sold		(25,907)		(3,682)
Gross profit		2,255		1,269
Operating expenses		3,012,414		3,719,355
Total operating expenses		3,012,414		3,719,355
Loss from operations		(3,010,159)		(3,718,086)
Other income (expense)
Interest expense		(500,919)		(561,899)
Loss on extension of notes payable		-		(41,214)
Gain on settlement of debt		48,619		-
Change in fair value of common stock		(11,283)		-
Change in fair value of derivative liability		(67,358)		94,359
Net loss before provision for income taxes		(3,541,100)		(4,226,840)
Provision for income taxes		-		-
Net loss	$	(3,541,100)	$	(4,226,840)
Basic and diluted loss per share	$	(0.07)	$	(0.10)
Average number of common shares outstanding - basic and diluted		51,075,639		40,380,171

Code of Ethics

The ~~accompanying~~Company ~~notes~~does ~~are~~not anhave ~~integral~~a ~~part~~written code of ~~these~~ethics ~~audited~~that ~~consolidated~~applies ~~financial~~to ~~statements~~the Company’s officers.

46Potential Conflicts of Interest

~~APPLIFE~~Since ~~DIGITAL~~we ~~SOLUTIONS~~do not have an audit or compensation committee comprised of independent directors, ~~INC~~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.

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~98

		Common Stock			Additional		Accumulated
		Shares	Amount		Paid-In Capital		Deficit		Total
Balance, June 30, 2020		127,037,531	$	127,037	$	5,037,883	$	(5,609,891)	$	(444,971)
	Common stock issued for cash	1,200,000		1,200		118,800		-		120,000
	Stock compensation	3,000,000		3,000		2,057,245		-		2,060,245
	Common stock issued for services	3,265,327		3,268		565,368		-		568,636
	Issuance of common stock payable	140,199		140		25,096		-		25,236
	Shares issued for prepayment penalty	277,012		277		45,237		-		45,514
	Payment of notes payable with issuance of common stock	604,548		604		115,580		-		116,184
	Eliminate derivative liability upon repayment of debt	-		-		125,238		-		125,238
	Equity component of issuance of convertible notes	-		-		260,332		-		260,332
	Net loss	-		-		-		(4,226,840)		(4,226,840)
Balance, June 30, 2021		135,524,617	$	135,526	$	8,350,779	$	(9,836,731)	$	(1,350,426)
	Common stock issued for cash	5,200,000		5,200		514,800		-		520,000
	Stock compensation	4,000,000		4,000		2,010,612		-		2,014,612
	Common stock issued for services	3,819,018		3,819		140,322		-		144,141
	Settlement of notes payable with issuance of options to purchase common stock	-		-		1,393,915		-		1,393,915
	Net loss	-		-		-		(3,541,100)		(3,541,100)
Balance, June 30, 2022		148,543,635	$	148,545	$	12,410,428	$	(13,377,831)	$	(818,858)

Director Independence

~~The~~Our ~~accompanying~~securities ~~notes~~ are annot ~~integral~~listed ~~part~~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 ~~audited~~rules, ~~consolidated~~an ~~financial~~independent ~~statements~~director is one who is not an executive officer or an employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. Our board of directors has determined that three of our directors qualify as independent directors.

47Involvement in Legal Proceedings

~~APPLIFE~~None ~~DIGITAL~~of ~~SOLUTIONS~~our officers or directors has filed a personal bankruptcy petition, ~~INC~~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.

~~CONSOLIDATED~~Compliance ~~STATEMENTS~~with OFSection ~~CASH~~16(a) ~~FLOWS~~Of the Exchange Act

		Years Ended June 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,541,100)	$	(4,226,840)
Adjustment to reconcile change in net loss to net cash used in operating activities:
Amortization		192,396		293,499
Interest expense		137,924		-
Issuance of common stock for services		144,141		568,636
Shares issued for prepayment penalty		-		45,514
Loss on extension of notes payable		-		41,214
Stock compensation expense		2,014,612		2,060,245
Change in fair value of derivative liability		67,358		(94,359)
Gain on settlement of debt		(48,619)		-
Common stock payable		10,475		(54,764)
Changes in operating assets and liabilities:
Accounts receivable		-		7,574
Prepaid expenses and other current assets		26,075		354,313
Inventories		(15,325)		(5,200)
Accounts payable and accrued expenses		127,651		191,534
Net cash (used) in operating activities		(884,412)		(818,634)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable to shareholders		350,000		1,048,000
Proceeds from issuance of common stock		520,000		120,000
Payment on notes payable		(40,000)		(185,000)
Payment on amounts due to officer		(6,428)		-
Net cash provided from financing activities		823,572		983,000
Net increase (decrease) in cash and cash equivalents		(60,840)		164,366
Cash and cash equivalents, beginning of year		250,073		85,707
Cash and cash equivalents, end of year	$	189,233	$	250,073
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-	$	16,153
Cash paid for taxes	$	-	$	-
Non-cash investing and financing activities:
Eliminate derivative liability upon repayment of debt	$	-	$	125,238
Issuance of common stock payable	$	-	$	25,236
Equity component of issuance of convertible notes	$	-	$	260,332
Payment of notes payable with issuance of common stock	$	-	$	74,970
Increase in derivative liability upon issuance of convertible note	$	484,374	$	-
Payment of notes payable with issuance of options to purchase common stock	$	1,393,915	$	-

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

48Summary Compensation

~~APPLIFE~~Michael ~~DIGITAL~~Hill ~~SOLUTIONS~~entered into an employment agreement on June 13, ~~INC~~2025. Mr. Hill was appointed as the Chief Executive Officer for an initial term of three (3) years and will be compensated $300,000 per year. Mr. Hill shall be eligible for a bonus of up to $175,000 based upon certain milestones being achieved.

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

~~Note~~Outstanding 1Equity ~~– Organization, Going Concern and Summary of Significant Accounting Policies~~Awards

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

~~APPlife~~Compensation ~~Digital~~of Solutions Inc. (the “Company”) is a business incubator and portfolio manager that uses digital technology to create and invest in e-commerce and cloud-based solutions. The Company was formed March 5, 2018 in Nevada and has offices in San Francisco, California and Shanghai, China. The Company’s mission is using digital technology to create APPs and websites that make life, business and living easier, more efficient and just smarter.Directors

~~Rooster~~Our ~~Essentials~~directors ~~APP~~do ~~SPV,~~not ~~LLC~~receive ~~(the~~compensation ~~“Rooster”),~~for ~~incorporated~~their onservices ~~April~~as ~~9, 2019, is a wholly owned subsidiary of the Company~~directors. ~~Rooster is a fully customizable men’s subscription service that delivers daily use grooming needs and essential items.~~

~~B2BCHX~~Employment ~~SPV LLC (the “B2BCHX”)~~Contracts, ~~incorporated~~Termination onof ~~June 5~~Employment, ~~2019,~~Change-in-Control ~~is a wholly owned subsidiary of the Company. B2BCHX does an independent background check on mainland Chinese companies for small businesses globally.~~Arrangements

~~Office~~Other ~~Hop,~~than ~~incorporated~~the onabove ~~January~~stated 28employment agreements, ~~2021~~there are no formal employment contracts, isor aother ~~wholly~~contracts ~~owned~~with ~~subsidiary~~our ofofficers ~~the~~or ~~Company~~directors. ~~Office~~There ~~Hop~~are isno acompensation ~~global~~plans ~~sharing~~or ~~model~~arrangements, ~~platform~~including ~~for~~payments ~~short~~to ~~term~~be ~~rentals~~made ofby ~~office~~us, ~~and~~with ~~meeting~~respect ~~rooms.~~to ~~Users~~our ~~can~~officers, ~~find~~directors anor ~~office~~consultants orthat ~~conference~~would ~~space~~result ~~for~~from ~~half-day~~the resignation, ~~full-day~~retirement or any other termination of such directors, officers or ~~weekly~~consultants ~~rental~~from us. ~~Hosts~~There ~~can~~are ~~list~~no ~~their~~arrangements ~~spare~~for ~~office~~directors, officers, employees or ~~meeting~~consultants ~~rooms~~that would result from a change-in-control.

~~Going Concern~~99

~~The~~SECURITY ~~Company~~OWNERSHIP ~~has~~OF ~~generated~~CERTAIN ~~losses~~BENEFICIAL ~~and~~OWNERS ~~negative~~AND cash flows from operations since inception. The Company has historically financed its operations from equity financing. The Company anticipates additional equity financings to fund operations in the future. Should management fail to adequately address the issue, the Company may have to reduce its business activities or curtail its operations. There can be no assurance that any additional financings, would be available to the Company on satisfactory terms and conditions if at all. The current pandemic known as COVID-19 as described in Note 5, creates additional uncertainty.MANAGEMENT

~~There~~The ~~have~~following ~~been~~table ~~outbreaks~~lists, inas ~~several~~of ~~countries~~October 14, ~~including~~2025, the ~~United~~number ~~States,~~of shares of ~~the~~common ~~highly~~stock ~~transmissible~~of ~~and~~our ~~pathogenic~~Company ~~coronavirus~~that are beneficially owned by (~~“COVID-19”~~i). ~~The~~each ~~outbreak~~person or entity known to our Company to be the beneficial owner of ~~such~~more ~~COVID-19~~than ~~resulted~~5% inof athe ~~widespread~~outstanding ~~health~~common ~~crisis~~stock; ~~that~~(ii) ~~adversely~~each ~~affected~~officer ~~general~~and ~~commercial~~director ~~activity~~of our Company; and ~~the~~(iii) ~~economies~~all officers and ~~financial~~directors ~~markets~~as a group. Information relating to beneficial ownership of ~~many~~common ~~countries,~~stock ~~including~~by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the ~~United~~rules ~~States~~of the Securities and Exchange Commission. ~~Although~~Under these rules, a person is deemed to ~~date~~be a beneficial owner of a security if that person has or shares voting power, which includes the ~~Company~~power ~~has~~to ~~not~~vote ~~been~~or ~~adversely~~direct ~~affected~~the byvoting ~~COVID-19~~of the security, or investment power, which includes the ~~measures~~power ~~taken~~to byvote or direct the ~~governments~~voting of ~~countries~~the ~~affected~~security. ~~could~~The ~~adversely~~person ~~affect~~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 ~~Company’s~~Securities ~~business~~and Exchange Commission rules, ~~financial~~more ~~condition~~than one person may be deemed to be a beneficial owner of the same securities, and ~~results~~a person may be deemed to be a beneficial owner of ~~operations~~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 ~~accompanying~~percentages ~~consolidated~~below ~~financial~~are ~~statements~~calculated ~~have~~based ~~been prepared~~ on ~~a going concern basis of accounting~~2, ~~which contemplates continuity of operations~~002,897,698 ~~realization~~shares of ~~assets~~our ~~and~~common ~~classification~~stock ofissued ~~liabilities~~ and ~~commitments~~outstanding inas ~~the normal course~~ of ~~business.~~December ~~The~~8, 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 concern2025.

Basis of Presentation

Name and Address of Beneficial Owner (1)	Number of shares Beneficially Owned (2)	Percent of Class Owned (2)
Directors and Officers
Michael Hill	520,000,000	25.96 %
Barrett Evans	550,000,000	27.46 %
Matthew Reid	-	0.0 %
All Directors and Officers as a Group	550,000,000	28.46 %
5% shareholders
Michael Hill	520,000,000	25.96 %
Barrett Evans	550,000,000	27.46 %
Chris Davenport	567,000,000	28.31 %
The Sadewasser Trust (Carleen Sadewasser)	140,000,000	6.99 %
5% shareholders as a group	1,277,000,000	63.76 %
Total Directors and Officers and 5% Shareholders	1,277,000,000	63.76 %

~~The~~RELATED ~~accompanying~~PARTY 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.TRANSACTIONS

~~Cash and Cash Equivalents~~N/A

~~For~~Item ~~the~~11A. ~~purpose~~MATERIAL ~~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.~~CHANGES

49There have been no material changes in the registrant’s affairs since the end of the latest fiscal year for which audited financial statements were included in the latest Form 10-K and that have not been described in a Form 10-Q of Form 8-K filed under the Exchange Act.

~~Income~~Item ~~Taxes~~12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company had no accrual for interest or penalties as of June 30, 2022. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the state of California.N/A

~~Use of Estimates~~100

~~Generally~~PART ~~accepted~~II accounting principles require that the consolidated financial statements include estimates by management in the valuation of certain assets and liabilities. Significant matters requiring the use of estimates and assumptions include, but are not necessarily limited to, fair value of the Company’s stock, stock-~~based~~ ~~compensation,~~INFORMATION ~~BCF~~NOT ~~(Beneficial~~REQUIRED ~~Conversion~~IN Feature) liabilities feature of convertible debt, 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.PROSPECTUS

~~Revenue~~Item ~~Recognition~~13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The ~~Company~~following ~~will~~table ~~recognize~~is ~~revenue~~an ~~from~~itemization ~~the~~of ~~sale~~all ofexpenses, ~~products~~without ~~and~~consideration ~~services~~to infuture ~~accordance~~contingencies, ~~with~~incurred ~~ASC~~or ~~606, ”Revenue~~expected ~~from~~to ~~Contracts~~be ~~with~~incurred ~~Customers,”~~ by ~~applying~~our ~~the~~Corporation ~~following~~in ~~steps: (1)~~connection ~~identify~~with the ~~contract~~issuance ~~with~~and adistribution ~~customer;~~of ~~(2)~~the ~~identify~~common ~~the~~shares ~~performance~~being ~~obligations~~offered inby ~~the~~this ~~contract;~~Prospectus. ~~(3)~~Items ~~determine~~marked ~~the~~with ~~transaction~~an ~~price;~~asterisk (4*) ~~allocate~~represent ~~the~~estimated ~~transaction~~expenses. ~~price~~We tohave ~~each~~agreed ~~performance~~to ~~obligation~~pay inall the ~~contract;~~costs and ~~(5)~~expenses ~~recognize~~of ~~revenue~~this ~~when each performance obligation is satisfied~~offering.

Stock Based Compensation

Item	Amount

SEC Registration Fee	$	4,877.41
Legal Fees and Expenses*	$	7,500.00
Accounting Fees and Expenses*	$	7,500.00
Miscellaneous*	$	-
Total*	$	19,877.41

~~The~~Item 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 acquired14. ~~Transactions~~ ~~include~~INDEMNIFICATION ~~incurring~~OF ~~liabilities,~~OFFICERS orAND 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).DIRECTORS

~~The~~Pursuant ~~Company~~to ~~accounts~~Section ~~for~~607.0850 ~~share-based~~of ~~compensation~~the ~~issued~~Nevada Revised Statutes, we have the power to ~~non-employees~~indemnify ~~and~~any ~~consultants~~person inmade ~~accordance~~a ~~with~~party to any lawsuit by reason of being a director or officer of the ~~provisions~~Registrant, or serving at the request of ~~FASB~~the ~~ASC~~corporation ~~505~~as a director, ~~Equity–based~~officer, ~~Payments~~employee toor ~~Non-Employees~~agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (~~“ASC~~including ~~505”~~attorneys’ fees)~~. Measurement~~, ofjudgments, ~~share-based~~fines ~~payment~~and ~~transactions~~amounts paid in settlement actually and reasonably incurred by him in connection with ~~non-employees~~such isaction, ~~based~~suit onor ~~the~~proceeding ~~fair~~if ~~value~~he ofacted ~~whichever~~in isgood ~~more~~faith ~~reliably~~and ~~measurable:~~in (a) ~~the~~manner ~~goods~~he orreasonably ~~services~~believed ~~received;~~to orbe ~~(b)~~in ~~the~~or ~~equity~~not ~~instruments~~opposed ~~issued. The~~to ~~fair~~the ~~value~~best interests of the ~~share-based~~corporation, ~~payment~~and, ~~transaction~~with isrespect ~~determined~~to atany criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the ~~earlier~~Registrant ofshall ~~performance~~indemnify ~~commitment~~its ~~date~~directors orand ~~performance~~officers ~~completion~~to ~~date~~the fullest extent permitted by Nevada law.

~~Net~~With ~~Loss~~regard ~~per~~to ~~Share~~the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

~~Basic~~Item ~~net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period~~15. ~~Diluted~~RECENT ~~net~~SALES ~~loss~~OF ~~per~~UNREGISTERED share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the years ended June 30, 2022 and 2021.SECURITIES

50On April 25, 2025, the Company’s subsidiary, Sugar Auto Parts, Inc. entered into three securities purchase agreements with investors, pursuant to which the investors entered into notes in the aggregate original principal amount of $810,000 and 40,500,000 Warrants to purchase Common Stock of the Company. On June 13, 2025, the notes converted into 810 shares of Series D Preferred Stock with a stated value of $1,000 per share and convertible into common shares at $0.02 per share, of the parent company, Applife Digital Solutions, Inc.

~~Fair~~Just ~~Value~~prior to the merger of ~~Financial~~Applife ~~Instruments~~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 1,742,897,698 shares of Common Stock of the Company and 2,500 of Series Preferred C Stock as purchase consideration.

~~The~~On June 13, 2025, the Company ~~follows~~completed ~~FASB~~the ~~ASC~~transactions ~~820, Fair~~contemplated ~~Value~~by ~~Measurements~~the ~~and~~Acquisition ~~Disclosures~~ Agreement (the “~~ASC~~Agreement”) ~~820~~entered into with Sugar Auto Parts, Inc., a Nevada corporation (“Sugar”) toon ~~measure~~April ~~and~~25, ~~disclosure~~2025. Pursuant to the ~~fair~~Agreement, ~~value~~Company ofacquired ~~its~~all ~~financial~~the ~~instruments.~~equity ~~ASC~~interests ~~820~~in ~~establishes~~Sugar ain ~~framework~~exchange for ~~measuring~~1,742,897,698 ~~fair~~shares ~~value~~of inrestricted Ucommon stock of the Company.S. Additionally, ~~GAAP~~just ~~and~~prior ~~expands~~to ~~disclosures~~the ~~about~~Merger, ~~fair~~the ~~value~~Company ~~measurements~~issued ~~and~~4,400 ~~establishes~~shares of a ~~fair~~newly ~~value~~designated ~~hierarchy~~class ~~which~~of ~~prioritizes~~Series ~~the~~B ~~inputs~~Preferred Stock to ~~valuation~~settle ~~techniques~~existing ~~used~~liabilities. toOn ~~measure~~June ~~fair~~13, ~~value~~2025, ~~into~~after ~~three~~the ~~broad~~Merger, ~~levels. The~~the ~~three~~Company ~~levels~~issued an additional 8,455 shares of ~~fair~~a ~~value~~Series ~~hierarchy~~B ~~defined~~Preferred byStock ~~ASC~~to ~~820~~settle ~~are~~liabilities ~~described~~with ~~below:~~a debt holder from the AP4L acquisition.

~~Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~101

~~Level~~The 2foregoing ~~Pricing~~description ~~inputs~~of ~~other~~the ~~than~~Agreement ~~quoted~~does ~~prices~~not inpurport ~~active~~to ~~markets~~be ~~included~~complete and is qualified in ~~Level~~its 1entirety by reference to the full text of the Agreement, a copy of which ~~are~~was ~~either~~attached ~~directly~~as orExhibit ~~indirectly~~10.1 ~~observable~~to asthe ofCompany’s Current Report on Form 8-K filed with the ~~reporting~~Securities ~~date~~and Exchange Commission on April 25, 2025, and is incorporated by reference herein.

~~Level~~On 3August ~~Pricing~~1, ~~inputs~~2025, ~~that~~the ~~are~~Company ~~generally~~entered ~~unobservable~~into ~~inputs~~a twelve-month promissory note in the amount of $187,000 with Labrys Fund II, L.P. The note carries a 12% interest rate per annum and ~~not~~converts ~~corroborated~~at bya 35% discount to market ~~data~~price. Market price shall mean 65% of the average of the closing prices of the Common Stock on the Principal Market during the five (5) trading day period immediately preceding the respective conversion date

~~Financial~~On ~~assets~~November ~~are~~10, ~~considered~~2025, ~~Level~~the 3Company ~~when~~issued ~~their~~two ~~fair~~convertible ~~values~~promissory ~~are~~notes ~~determined~~to ~~using~~separate ~~pricing~~investors, ~~models~~each with a principal amount of $60,000, ~~discounted~~including ~~cash~~a ~~flow~~$6,000 ~~methodologies~~original orissue ~~similar~~discount ~~techniques~~for a purchase price of $54,000. Each note carries a one-time interest charge of 12% ($7,200) earned in full on the issue date and matures 12 months after issuance. Both notes may be converted into shares of the Company’s common stock at ~~least~~a ~~one~~conversion ~~significant~~price ~~model~~equal ~~assumption~~to or65% ~~input~~of isthe ~~unobservable~~lowest traded price during the 10 trading days preceding the conversion date, subject to customary adjustments and a 4.99% beneficial ownership limitation.

~~The~~On ~~fair~~November ~~value~~19, ~~hierarchy~~2025, ~~gives~~ the ~~highest~~Company ~~priority~~issued two convertible promissory notes to ~~quoted~~separate ~~prices~~investors, ~~(unadjusted)~~each inwith ~~active~~a ~~markets~~principal ~~for~~amount ~~identical~~of ~~assets~~$60,000, orincluding ~~liabilities~~a ~~and~~$6,000 ~~the~~original ~~lowest~~issue ~~priority~~discount tofor ~~unobservable~~a ~~inputs~~purchase price of $54,000. If ~~the~~Each ~~inputs~~note ~~used~~carries toa ~~measure~~one-time interest charge of 12% ($7,200) earned in full on the ~~financial~~issue ~~assets~~date and ~~liabilities~~matures ~~fall~~12 ~~within~~months ~~more~~after ~~than~~issuance. ~~one~~Both ~~level~~notes ~~described~~may ~~above,~~be converted into shares of the ~~categorization~~Company’s iscommon ~~based~~stock onat a conversion price equal to 65% of the lowest ~~level~~traded ~~input~~price ~~that~~during isthe ~~significant~~10 totrading days preceding the ~~fair~~conversion ~~value~~date, ~~measurement~~subject ofto ~~the~~customary ~~instrument~~adjustments and a 4.99% beneficial ownership limitation.

~~The~~On ~~carrying~~November ~~amounts~~20, ~~reported~~2025, the Company issued a convertible promissory note to an investor in the ~~Company’s~~principal ~~financial~~amount ~~statements~~of ~~for~~$150,000 ~~cash~~that is due August 20, ~~accounts~~2026. The ~~payable~~note accrues interest at a rate of 5% and ~~accrued~~is ~~expenses~~convertible ~~approximate~~into ~~their~~common ~~fair~~stock ~~value~~at ~~because~~a price of ~~the~~$0.01 ~~immediate~~per orshare, ~~short-term~~subject ~~nature~~to ofadjustment ~~these~~as ~~financial~~more ~~instruments~~fully described in the agreements.

~~Derivative~~On ~~Liability~~November 25, 2025, the Company issued a convertible promissory note to an investor, each with a principal amount of $60,000, including a $6,000 original issue discount for a purchase price of $54,000. The note carries a one-time interest charge of 12% ($7,200) earned in full on the issue date and matures 12 months after issuance. Both notes may be converted into shares of the Company’s common stock at a conversion price equal to 65% of the lowest traded price during the 10 trading days preceding the conversion date, subject to customary adjustments and a 4.99% beneficial ownership limitation.

~~FASB~~The ~~ASC~~foregoing ~~815, Derivatives~~descriptions ~~and~~of ~~Hedging,~~each ~~requires all derivatives to be recorded on the consolidated balance sheet at fair value. As~~ of ~~June 30, 2022, we used~~ the ~~Black-Scholes-Merton~~Purchase ~~(BSM)~~Agreement ~~model~~and ~~to estimate~~ the ~~fair~~Note ~~value~~do ofnot ~~the~~purport ~~conversion~~to ~~feature~~be ofcomplete ~~the~~and ~~convertible~~are ~~note.~~qualified ~~Key~~in ~~assumptions~~their ofentirety ~~the~~by ~~BSM~~reference ~~model~~to ~~include~~ the ~~market~~full ~~price~~text of ~~our~~each ~~stock, the conversion price~~ of the ~~debt,~~Purchase ~~applicable~~Agreement ~~volatility rates, risk-free interest rates~~ and the ~~instrument’s remaining term. These assumptions require significant management judgment. In addition~~Note, ~~changes~~which inare ~~any~~filed ofas ~~these~~Exhibits ~~variables~~to ~~during~~this aCurrent ~~period~~Report ~~can~~on ~~result~~Form in8-K ~~material~~(this ~~changes~~“Form in8-K”) ~~the fair value (~~and ~~resultant~~are ~~gains~~incorporated orherein ~~losses)~~by ~~of this derivative instrument~~reference.

~~Inventories~~C/M Purchase Agreement and Note

~~Inventories~~On November 20, ~~consisting~~2025, ofwe ~~raw~~entered ~~materials,~~into ~~work~~the inPurchase ~~process~~Agreement ~~and~~with ~~products~~the ~~available~~CM ~~for~~Selling ~~sale,~~Stockholder ~~are~~(the ~~primarily~~“CM ~~accounted~~Purchase ~~for~~Agreement”), ~~using~~pursuant to which the ~~first-in,~~CM ~~first-out~~Selling ~~method~~Stockholder ~~(“FIFO”),~~has ~~and~~agreed ~~are~~to ~~valued~~purchase atfrom ~~the~~us ~~lower~~up to $15,000,000 of ~~cost~~our orcommon ~~net~~stock ~~realizable~~(subject ~~value~~to certain limitations). ~~This~~Also, ~~valuation~~on ~~requires~~November ~~management~~20, to2025, ~~make~~we ~~judgements~~entered ~~based~~into ona ~~currently~~Registration ~~available~~Rights ~~information~~Agreement, ~~about~~with the ~~likely~~CM ~~method~~Selling ~~of disposition~~Stockholder, ~~such~~pursuant asto ~~through~~which ~~sales~~we agreed to ~~individual~~file ~~customers~~a ~~and~~registration ~~returns~~statement with the SEC to ~~product~~register ~~vendors.~~the AsSelling Stockholder’s resale of ~~June~~shares ~~30,~~of ~~2022~~common stock issuable by us pursuant to the CM Purchase Agreement. In addition, pursuant to the ~~Company~~CM ~~had~~Purchase ~~inventories~~Agreement, we issued a Note in the amount of $64225,~~200.~~0000, ~~The~~(representing ~~Company~~commitment ~~has~~fee novalued ~~allowance~~at ~~for~~1.5% ~~inventory~~of ~~reserves~~the CM Purchase Agreement amount).

~~Note~~The 2CM ~~– Notes~~Purchase ~~payable~~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.

InThe ~~March~~CM ~~2018,~~Purchase ~~the~~Agreement ~~Company issued notes that carry an 8% annual interest rate~~ and ~~mature~~the ~~through~~sale ~~December~~of ~~31,~~up ~~2019.~~to ~~In December 2019,~~ $515,~~119~~000,000 of ~~principal~~shares ~~was~~of ~~converted into Company~~ common stock ~~and~~thereunder ~~payments were made of $11,381. In March 2020, the note~~ was ~~exchanged~~approved ~~for~~by ~~a convertible promissory note that accrues interest at 10% per annum and matured on March 11, 2021. The principal balance of~~ the ~~new~~Company’s ~~note~~Board ~~is $77,235 as~~ of ~~June~~Directors ~~30,~~on ~~2021.~~November ~~On August 21~~20, ~~2021, The Company settled this note after the holder agreed to accept $40,000 payment to satisfy the total amount due~~2025. ~~Hence, no additional interest was charged on the note.~~

51102

~~Note~~The 3CM ~~– Notes~~Purchase ~~payable~~ Agreement essentially gives us the right to ~~shareholders~~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:

(i) Fixed Purchase. On ~~July~~any 3,business ~~2019~~day, the Company ~~issued~~has ~~a $250,000 convertible promissory note (~~the ~~“July~~right ~~2019 Note”)~~ to adirect ~~lender~~CM ~~(the “Lender”). According~~ to ~~the~~purchase ~~terms~~shares ~~the~~of ~~Lender~~common ~~funded~~stock ~~the~~at ~~July~~a ~~2019~~purchase ~~Note~~price asequal ~~follows:~~to ~~$100,000~~95% ~~upon~~of the ~~execution~~lower of (A) the ~~Note,~~daily ~~$50,000~~volume onweighted ~~August~~average 1,price ~~2019,~~(“VWAP”) ~~$50,000~~of onthe ~~September~~Company’s 1,common ~~2019,~~stock ~~and~~for the ~~remaining~~five ~~$50,000~~trading ondays ~~October~~immediately 1,preceding ~~2019. The outstanding principal balance of~~ the ~~Note~~applicable ~~shall~~purchase ~~bear~~date ~~interest~~for atsuch ~~the~~Fixed ~~rate~~Purchase ofand ~~twelve percent~~ (~~12%~~B) ~~per~~the ~~annum. The~~lowest ~~balance~~trading price of ~~the~~a ~~July~~share ~~2019~~of ~~Note~~common ~~was~~stock ~~$250,000~~ on ~~June~~such ~~30,~~date; ~~2021~~provided ~~and~~that ~~matures~~if ~~July~~the ~~03,~~closing ~~2021.~~price Onof ~~August 28, 2021,~~ the ~~investor~~common ~~agreed~~stock toon ~~extend~~such ~~the~~date ~~note~~is ~~till~~lower ~~July~~than ~~03,~~such ~~2022.~~purchase ~~On June 8~~price, ~~2022~~then the ~~Company~~purchase ~~converted~~price ~~the~~shall ~~outstanding~~be ~~$250,000~~reduced into ~~principal~~equal ~~and~~such ~~$85~~closing price,~~266~~ inand ~~interest~~provided ~~into~~further ~~1,672,995~~that ~~options~~such topurchases ~~purchase~~shall ~~common~~be ~~stock.~~subject ~~The~~to ~~options~~a ~~were~~daily ~~valued~~limitation atof $26100,~~959, in the aggregate, using Black Scholes.~~000;

On(ii) ~~November~~VWAP ~~22,~~Purchase. ~~2019,~~On ~~Company~~any ~~issued~~business ~~a $170~~day,~~000~~ ~~convertible~~the ~~promissory~~Company ~~note~~has (the ~~“November~~right ~~2019~~to ~~Note”)~~direct CM to ~~the~~purchase ~~Lender~~common ~~that~~stock ~~accrues~~at ~~interest~~a atpurchase ~~12%~~price ~~per~~equal ~~annum. The~~to ~~July~~95% ~~and~~of ~~November~~the ~~Notes~~lower ~~contain~~of ~~embedded~~(A) ~~derivatives,~~the ~~see~~closing ~~Note~~sale 7.price Onon ~~June~~such 8,date ~~2022~~and (B) the ~~Company~~VWAP ~~converted~~during the ~~outstanding~~applicable ~~$170,000~~VWAAP inPurchase ~~principal~~Period. ~~and $51~~,~~922~~ inprovided ~~interest~~that ~~into~~such ~~651,726~~purchases ~~options~~shall tobe ~~purchase~~subject ~~common~~to ~~stock.~~a ~~The~~daily ~~options~~limitation ~~were~~of ~~valued at~~ $11100,~~887,~~000; ~~in the aggregate, using Black Scholes.~~and

On(iii) ~~July~~Additional ~~14,~~VWAP ~~2020~~Purchase. ~~and~~In ~~October~~addition ~~21,~~to ~~2020~~the foregoing, the Company ~~sold~~also ~~convertible~~has ~~notes~~the ~~(“2020~~right ~~Notes”)~~to ~~bearing 12%~~direct ~~interest~~CM into ~~the~~purchase ~~principal~~common ~~amounts~~stock ofat ~~$340,000~~a ~~and~~purchase ~~$348,000,~~price ~~respectively. Subject~~equal to ~~certain~~95% ~~ownership~~of ~~limitations,~~ the ~~notes~~lower ~~will~~of be(A) ~~convertible at~~ the ~~option~~VWAP offor the ~~holder~~applicable atAdditional ~~any~~VWAP ~~time~~Purchase ~~into~~Period ~~shares~~during of the ~~Company’s~~applicable ~~common~~Additional ~~stock~~VWAP atPurchase anDate ~~effective~~for ~~conversion~~such ~~price~~Additional ofVWAP ~~$0.144. The beneficial conversion features of these notes were valued at $85~~Purchase,~~000~~ and ~~$135,333,~~(B) ~~respectively,~~the ~~and~~Closing ~~are~~Sale ~~amortized~~Price ~~over the life~~ of the ~~notes.~~Common OnStock ~~June 8, 2022 the Company converted both loans, in which~~ on ~~that~~such ~~date,~~applicable ~~the~~Additional ~~outstanding~~VWAP ~~$340,000~~Purchase ~~and~~Date ~~$348,000~~for insuch ~~principle,~~Additional ~~and~~VWAP ~~$77~~Purchase,~~576~~ ~~and~~provided ~~$68,075~~that insuch ~~interest,~~purchases ~~were~~shall ~~converted~~be ~~into~~subject ~~2,896,611 and 2,895,431 options~~ to ~~purchase~~a ~~common~~daily ~~stock.~~limitation ~~The~~of ~~options were valued at~~ $69100,~~310, and $69,043, respectively, in the aggregate, using Black Scholes~~000.

OnThe ~~January~~foregoing ~~12,~~purchase ~~2021,~~terms ~~the~~are ~~Company~~subject ~~sold~~to ~~convertible~~certain ~~notes~~conditions ~~bearing 12%~~and ~~interest~~limitations, onincluding ~~the~~daily ~~principal~~volume ~~amount~~and ofdollar ~~$360,000, respectively. The principal~~ amount ~~was~~limitations ~~agreed~~with respect to beeach ~~paid~~type ~~in two tranches~~ of ~~$180,000~~purchase ~~each,~~described ~~received~~above onwithin ~~February~~a 19given day, ~~2021~~ and ~~March~~a ~~08, 2021~~4.99% ~~The~~beneficial ~~note~~ownership islimitation ~~subject~~with respect to ~~certain~~CM’s ownership ~~limitations and will be convertible at the option~~ of the ~~holder at any time into shares of the~~ Company’s common stock ~~at an effective conversion rate of $0~~.~~144. The beneficial conversion features of this note were valued at $35,500 and $7,500 for each tranche received and are amortized over the life of the note.~~

OnThe ~~February 04, 2022, the~~ Company ~~sold~~agreed ~~convertible~~to ~~note~~comply ~~bearing 12% interest in the principal amount of $350,000 (“February 2022 Notes”). The note will be paid in three tranches~~ with first tranche of $100,000 received on March 28, 2022. The second and third tranches of $150,000 and $100,000 each, were received on May 3, 2022, and June 21, 2022, respectively. The note is subject to certain ~~ownership~~covenants ~~limitations~~ and ~~will~~conditions beunder ~~convertible at~~ the ~~option~~CM ofPurchase ~~the~~Agreement, ~~holder~~which atare ~~any~~set ~~time~~forth ~~into shares of the Company’s common stock at an effective conversion rate of $ 0~~therein.~~013. The February 2022 Notes contain embedded derivatives, see Note 7.~~

OnUnless ~~June~~earlier 8,terminated ~~2022,~~as provided under the ~~Company~~CM ~~converted~~Purchase Agreement, the ~~July~~CM ~~2019~~Purchase ~~Notes,~~Agreement ~~November~~shall ~~2019~~terminate ~~Note~~automatically ~~and~~on the ~~2020~~earliest ~~Notes~~to ~~(collectively~~occur ~~“Converted~~of ~~Notes”~~(i), ~~with~~the anexpiration ~~aggregate~~of ~~principal~~the ~~balance~~registration statement of $1which this prospectus forms a part pursuant to Rule 415(a)(5) of the Securities Act,~~108,000~~ ~~and~~(ii) ~~$282~~the date on which CM shall have purchased the maximum amount pursuant to the CM Purchase Agreement,~~838~~ of(iii) ~~accrued~~the ~~interest~~date ~~into~~on which the Company’s common stock ~~options. The~~shall ~~options~~have ~~expire~~failed into ~~five~~be ~~years~~listed ~~with~~or quoted on the ~~exercise~~OTC ~~prices~~Markets ~~ranging~~OTCID ~~between~~Basic ~~$0.14~~Market ~~and~~or ~~$0.34. The~~on ~~options~~another ~~were~~national ~~valued~~securities atexchange, ~~$216~~(iv) 30 trading days following commencement of bankruptcy proceedings,~~981~~ and (v) the date on which, inpursuant to or within the ~~aggregate~~meaning of any bankruptcy law, ~~using~~a ~~Black~~custodian ~~Scholes~~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.

	Amount
Balance of notes payable, net of discount on June 30, 2021	$	1,382,160
Issuances of debt, net of discount		350,000
Amortization of debt discount		192,396
Embedded Conversion Feature - debt discount		(350,000)
Payments on notes payable		(40,000)
Settlement of notes payable less accrued interest		(1,108,000)
Loss on the forgiveness of debt		(37,237)
Balance of notes payable, net of discount as of June 30, 2022	$	389,319

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’s days’ prior written notice upon the occurrence of certain specified events which more particularly set forth in the CM Purchase Agreement, [need to review these items] 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.

52Registration Rights Agreement

~~Note~~In 4connection ~~– Related~~with ~~Party~~the ~~Transactions~~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.

~~Due to Officer~~103

~~During~~Commitment the year ending June 30, 2018, the Company received advances from its officer to pay for certain operating expenses. The balance due to the officer at June 30, 2022 and 2021 was $0 and $6,428, respectively. There are no definitive repayment terms and no interest is accruing on these advances.Note

~~Notes~~Under ~~Payable~~the CM Purchase Agreement, the Company agreed to ~~Shareholder~~issue to CM “Commitment Note” in the form of a convertible note having a value of 1.5% of the maximum ELOC amount. The Company issued a note in the amount of $225,000 as the Commitment Fee or Commitment Note pursuant to this requirement. On November 20, 2025, in a separate private placement of CM purchased a convertible note in the amount of $150,000.

~~During~~The ~~the~~above ~~year~~descriptions ~~ended~~of ~~June~~certain ~~30,~~material ~~2022,~~terms of the ~~Company~~CM ~~received~~Purchase ~~$350~~Agreement,~~000~~ inRegistration ~~notes~~Rights ~~payable~~Agreement todo ~~related~~not ~~parties,~~purport ~~see~~to ~~note~~be 3,complete ~~notes~~and ~~payable to~~are ~~shareholders~~qualified ~~for~~in ~~detail.~~their ~~Additionally,~~entirety ~~during~~by the ~~year~~full ~~ended~~text ~~June~~of ~~30,~~such ~~2022~~agreements, ~~the~~which ~~Company~~are ~~and~~included ~~the~~as ~~shareholder~~exhibits ~~agreed~~ to ~~covert~~the anCompany’s ~~aggregate~~filings ~~$1,108,000~~with ~~and~~the ~~$282,838~~SEC ~~in outstanding principal~~ and ~~interest~~are ~~into an~~incorporated ~~aggregate~~herein ~~8,106,723~~by ~~options to purchase common stock, see note 7, stockholders’ equity for further detail~~reference.

~~Note 5 – Concentrations~~104

~~Cash~~Item ~~Concentration~~16. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

~~The~~FINANCIAL Company maintains its cash and cash equivalents at financial institutions in the United States and China, which may, at times, exceed federally insured limits or similar limits in foreign jurisdictions. At June 30, 2022, the Company’s cash balance did not exceed the FDIC insurance limit. The Company has not experienced any losses in such accounts.STATEMENTS

~~Note~~Applife 6Digital ~~– Commitments~~Solutions, ~~and Contingencies~~Inc.

~~Legal Matters~~Contents

From time to time the Company may be involved in certain legal actions and claims arising in the ordinary course of business. The Company was not a party to any specific legal actions or claims at June 30, 2022.

	Page

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (RBSM LLP, PCAOB ID 587)	F-1

Consolidated Balance Sheet as of June 30, 2025	F-3

Consolidated Statement of Operations for the period from January 6, 2025 to June 30, 2025	F-4

Consolidated Statement of Changes in Stockholders’ Deficit for the period from January 6, 2025 to June 30, 2025	F-5

Consolidated Statement of Cash Flows for the period from January 6, 2025 to June 30, 2025	F-6

Notes to Consolidated Financial Statements	F-7

~~Other Risks~~105

~~There~~Report ~~have been outbreaks in several countries, including the United States,~~ of ~~the~~Independent ~~highly~~Registered ~~transmissible~~Public ~~and~~Accounting pathogenic coronavirus (“COVID-19”). The outbreak of such COVID-19 resulted in a widespread health crisis that adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. Although to date, the Company has not been adversely affected by COVID-19, the measures taken by the governments of countries affected could adversely affect the Company’s business, financial condition, and results of operations.Firm

~~Note~~The ~~7 –~~ Stockholders’ ~~Equity~~and ~~(Deficit)~~the Board of Directors of APPLife Digital Solutions, Inc.

AsOpinion ofon ~~June~~the ~~30,~~Financial ~~2022, and June 30, 2021, there were 148,543,635 and 135,524,617 shares of common stock issued and outstanding, respectively.~~Statements

~~During~~We have audited the ~~years~~accompanying ~~ended~~consolidated ~~June~~balance 30sheet of APPLife Digital Solutions, ~~2022~~Inc. and ~~2021,~~subsidiaries (the Company) ~~issued~~as 5of June 30,~~200~~ 2024,~~000~~ and ~~1,200,000~~ ~~shares~~the related statements of ~~common~~operations, ~~stock~~changes ~~pursuant~~in tostockholders’ ~~subscriptions~~deficit, ~~agreements~~and cash flows for ~~$520~~period from inception (January 6,~~000~~ 2025) through June 30, 2025, and ~~$120~~the related notes (collectively referred to as the consolidated financial statements). In our opinion,~~000~~ the consolidated financial statements present fairly, ~~respectively~~in all material respects, orthe ~~$0.10~~financial ~~per~~position ~~share~~of the Company as of June 30, 2025, and the results of its operations and its cash flows for the period from Inception through June 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Common~~The ~~stock~~Company’s ~~issued~~Ability ~~for~~to ~~services~~Continue as a Going Concern

~~During~~The accompanying consolidated financial statements have been prepared assuming that the ~~years~~Company ~~ended~~will ~~June~~continue ~~30,~~as ~~2022~~a ~~and~~going ~~2021~~concern. As discussed in Note 1 to the consolidated financial statements, the Company ~~issued~~has 3an accumulated deficit,~~819~~ recurring losses,~~018~~ and ~~3,265,327~~expects ~~shares~~continuing offuture ~~common~~losses. ~~stock~~These conditions raise substantial doubt about the Company’s ability to ~~third~~continue ~~parties~~as ~~for~~a ~~services~~going ~~valued~~concern. atManagement’s ~~$144,141~~evaluation of the events and ~~$568,636,~~conditions ~~respectively,~~and ~~with~~management’s ~~prices~~plans ~~between~~regarding ~~$0.02 and~~these $0matters are also described in Note 1.~~24 per~~ ~~share~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

53Basis for Opinion

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

~~During~~We conducted our audit in accordance with the ~~year~~standards ~~ended~~of ~~June~~the ~~30,~~PCAOB. ~~2021,~~Those standards require that we plan and perform the ~~Company~~audit ~~issued~~to ~~140,199~~obtain ~~shares~~reasonable assurance about whether the financial statements are free of ~~common~~material ~~stock~~misstatement, ~~owed~~whether due to ~~third~~error ~~parties~~or ~~for~~fraud. ~~services~~The ~~rendered~~Company ~~during~~is ~~the~~not ~~year~~required to have, ~~valued~~nor atwere ~~$25~~we engaged to perform,~~236~~ an audit of its internal control over financial reporting. ~~The~~As ~~Company~~part ~~has~~of aour ~~balance~~audit, we are required to obtain an understanding of ~~$10~~internal control over financial reporting,~~475~~ but not for the purpose of ~~common~~expressing ~~stock~~an ~~payable~~opinion ason the effectiveness of the ~~year~~Company’s ~~ended~~internal ~~June~~control 30over financial reporting. Accordingly, ~~2022~~we express no such opinion.

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

~~During~~Critical ~~the~~Audit ~~year ended June 30, 2022, and 2021, the Company recognized stock compensation expense on outstanding restricted stock awards of $2,014,613 and $2,060,244, respectively.~~Matters

~~During~~Critical ~~the~~audit ~~years~~matters ~~ended~~are ~~June~~matters ~~30,~~arising ~~2022~~from ~~and 2021,~~ the ~~Company~~current ~~granted~~period ~~8,106,723~~audit ~~and~~of ~~4,094,959 stock options, in~~ the ~~aggregate,~~financial tostatements ~~its~~that ~~board~~were ~~members~~communicated ~~and~~or ~~consultants. The~~required ~~options~~to ~~granted~~be incommunicated ~~fiscal~~to ~~year 2022 vest pro-rata over~~ the ~~member’s~~audit ~~term,~~committee ~~have~~and ~~exercise~~that: ~~prices~~(1) ~~between~~relate ~~$0.02~~to ~~and~~accounts ~~$0.03~~or ~~and~~disclosures ~~expire~~that inare ~~five~~material ~~years~~to ~~from~~ the ~~date~~financial ofstatements ~~grant.~~and ~~The~~(2) ~~options~~involved ~~8,106,723~~our ~~options~~especially ~~were issued on June 8~~challenging, ~~2022 and were issued in exchange for $1~~subjective,~~309,838~~ inor ~~outstanding~~complex ~~principal and interest respective (see note 5) from notes payable~~judgments.

~~On June 15, 2022, the Company granted 2,000,000 stock options to its attorney as compensation. The options vest pro~~F-~~rata over five years, have exercise price of $0.03 and expire in five years from the date of grant.~~1

	Options		Weighted Average Exercise Price per Share		Weighted Average Remaining Life (Years)
Outstanding – July 1, 2020		-	$	-			-
Granted		4,094,959		0.15			5
Exercised		-		-			-
Outstanding – June 30, 2021		4,094,959	$	0.15			5
Granted		19,407,076		0.10		4.78
Exercised		-		-			-
Outstanding – June 30, 2022		23,502,035	$	0.11			2.92

We determined that there are no critical audit matters.

~~The~~/s/ ~~Company~~RBSM ~~recognized~~LLP ~~$233,471~~We ~~and~~have ~~$488,296~~served ofas ~~expense during~~ the ~~years~~Company’s ~~ended~~auditor ~~June~~since ~~30,~~2019. ~~2022~~PCAOB ~~and~~ID ~~2021,~~587 ~~respectively~~Houston, inTexas ~~connection~~October ~~with~~14, ~~the options and valued with Black Scholes using the following inputs:~~2025

	Year EndedJune 30, 2022
Stock price	$	0.02 - 0.03
Exercise price	$	0.02 – 0.34
Expected term (in years)		4.94 – 5.00
Volatility (annual)		141.5% - 271.1	%
Risk-free rate		1.39% - 2.94	%

F-2

	Year Ended June 30, 2021
Stock price	$	0.11 - 0.20
Exercise price	$	0.22 - 0.37
Expected term (in years)		3 – 5
Volatility (annual)		187% – 271.1	%
Risk-free rate		0.05% – 0.12	%

APPLIFE DIGITAL SOLUTIONS, INC.

54CONSOLIDATED BALANCE SHEET

Shares issued for prepayment penalty

		June 30, 2025
ASSETS
Current assets
Cash	$	111,397
Inventory		5,135
Right of use asset		18,201
Total current assets		134,733

Goodwill		2,696,018
Furniture and equipment		1,000
Domain List		1,000

Total Assets		2,832,751

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses		$40,513
Lease liability		18,201
Due to AppLife Holdings		150,000
Derivative liability – common stock warrants		802,589
Other current liabilities		1,679,514
Total current liabilities		2,690,817

Convertible preferred stock liability – Series B preferred stock, Par value $0.001 per share, 20,000 shares authorized and 12,850 issued and outstanding. Stated value of $1,285,000		953,712
Total liabilities		3,644,529

Commitments and contingencies

Stockholders’ deficit
Series C preferred stock, Par value $0.001 per share, 2,500 shares issued and outstanding		3
Series D preferred stock, Par value $0.001 per share, 810 shares issued and outstanding, liquidation preference of $810,000		1
Common Stock, Par value $0.001 per share, 5 billion shares Authorized and 2,000,000,000 shares issued and outstanding		2,000,000
Additional Paid in Capital		809,999
Accumulated (deficit)		(3,621,781)
Total stockholders’ deficit		(811,778)
Total liabilities and stockholders’ deficit	$	2,832,751

OnThe ~~September~~accompanying ~~29, 2020, the Company paid $81,675 towards one of its outstanding~~ notes, ~~which~~are ~~includes principal of $55,000, prepayment penalty of $21,175 and accrued interest of $5,500. As~~ an ~~inducement~~integral topart ~~pay off the note early, the Company issued 153,410 shares~~ of ~~common~~these ~~stock~~audited ~~valued~~consolidated atfinancial ~~$0.20 per share, or $30,682 to the Investor (see Note 2).~~statements

On October 29, 2020, the Company paid $81,553 toward the final tranche of the notes issued on October 1, 2019, which consists of principal of $55,000, interest of $5,410 and a prepayment penalty of $21,143. The Company also issued 123,602 shares to the creditor valued at $14,832 in conjunction with the prior extension of this note.F-3

~~Equity~~APPLIFE ~~component~~DIGITAL ofSOLUTIONS, ~~issuance of convertible notes~~INC.

OnCONSOLIDATED ~~July~~STATEMENT ~~14,~~OF 2020 and October 21, 2020, the Company sold convertible notes bearing 12% interest in the principal amounts of $340,000 and $348,000, respectively. Subject to certain ownership limitations, the notes will be convertible at the option of the holder at any time into shares of the Company’s common stock at an effective conversion price of $0.144. The embedded conversion features of these notes were valued at $85,000 and $135,333, respectively, and is amortized over the life of the notes.OPERATIONS

On January 12, 2021, the Company sold convertible notes bearing 12% interest on the principal amount of $360,000, respectively (see Note 2). The embedded conversion features of the notes were valued at $40,000 and is amortized over the life of the notes.

		For the period from January 6, 2025 to June 30, 2025
Revenue	$	315,130
Cost of goods sold		(270,891)
Gross profit		44,239

Operating expenses		246,137
Total operating expenses		246,137

Loss from operations		(201,898)

Other income (expenses)
Interest expense		(803,589)
Gain on extinguishment of debt		7,724

Net loss before provision for income taxes		(997,763)

Provision for income taxes		-

Net loss		(997,763)

Basic and diluted loss per share		437,954,545
Average number of common shares outstanding - basic and diluted	$	(0.00)

~~Note~~The 8accompanying ~~– Derivative~~notes ~~Liability~~are an integral part of these audited consolidated financial statements

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815F-~~15 Embedded Derivatives, the fair values of the variable conversion options and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.~~4

AAPPLIFE ~~summary~~DIGITAL of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the year ended June 30SOLUTIONS, ~~2022 is as follows:~~INC.

	Year EndedJune 30, 2022
Stock price	$	0.02 – 0.04
Exercise price	$	0.01 – 0.36
Contractual term (in years)		0.14 – 5.00
Volatility (annual)		166% - 201%
Risk-free rate		0.04% - 3.03

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

	Common Stock			Series C Preferred Shares		Series D Preferred Shares			Additional	Accumulated
	Shares	Amount		Shares	Amount	Shares	Amount	Paid-In Capital		Deficit	Total
Balance, January 6, 2025 (Inception)	500,000,000		500,000	-	-				-	(500,000)	-
Shares issued related to acquisition of AP4L	1,240,000,000		1,240,000	2,500	3	-	-		-	(1,240,003)	-
Reverse re-capitalization	260,000,000		260,000	-	-	-	-		-	(884,015)	(624,015)
Conversion of promissory notes into Series D Preferred Stock	-		-	-	-	810	1		809,999	-	810,000
Net Loss	-		-	-	-	-	-		-	(997,763)	(997,763)
Balance, June 30, 2025	2,000,000,000		2,000,000	2,500	3	810	1		809,999	(3,621,781)	(811,778)

55The accompanying notes are an integral part of these audited consolidated financial statements

~~Financial Liabilities Measured at Fair Value on a Recurring Basis~~F-5

~~Financial~~APPLIFE ~~liabilities~~DIGITAL ~~measured~~SOLUTIONS, atINC ~~fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants and derivative liabilities:~~

Fair value measured at June 30, 2022

Quoted prices in active

Significant other

Significant

Filing Compare · APPlife Digital Solutions Inc