Applife Digital SEC Filings

APPlife Digital Solutions, Inc. is filing an S-1 to register 1,742,897,698 existing common shares for resale, plus additional common shares underlying warrants, convertible preferred stock, convertible debentures and up to 1,500,000,000 shares issuable under a CM Purchase Agreement that could provide up to $15,000,000 in financing. The company will not receive proceeds from selling security holders’ resales, but may receive cash from warrant exercises and future share sales to CM for working capital and potential acquisitions.

APPlife, through its Sugar Auto Parts subsidiary, operates an ecommerce platform focused on suspension lift systems and related automotive accessories. For the year ended June 30, 2025, it generated $315,130 in revenue and recorded a net loss of $997,763, with a stockholders’ deficit of $811,778. For the quarter ended September 30, 2025, revenue was $464,172 and net income was $96,322, but cash remained low and auditors raised substantial doubt about its ability to continue as a going concern.

Applife Digital Solutions, Inc. entered into several convertible debt financings and an equity line of credit to raise capital. On November 19, 2025, it issued two convertible promissory notes to investors, each with $60,000 principal, including a $6,000 original issue discount for a $54,000 purchase price, plus a one-time 12% interest charge of $7,200, maturing in 12 months and convertible at 65% of the lowest traded price over the prior 10 trading days, subject to a 4.99% beneficial ownership cap. On November 20, 2025, the company issued a $150,000 convertible note at 5% interest, convertible at $0.01 per share. On November 25, 2025, it issued another $60,000 convertible note on terms similar to the November 19 notes.

The company also signed a CM Purchase Agreement on November 20, 2025, allowing it to sell up to $15,000,000 of common stock to the CM Selling Stockholder, subject to limits including a 4.99% ownership cap. In connection with this equity line, Applife issued a $225,000 “Commitment Note” equal to 1.5% of the maximum amount and a separate $150,000 convertible note, and agreed to register CM’s resale of shares under a registration rights agreement.

APPlife Digital Solutions (ALDS) reported its first quarter results for the three months ended September 30, 2025. Revenue was $464,172, generating gross profit of $105,025 against operating expenses of $467,966. The company posted net income of $96,322, driven chiefly by a $517,381 non‑cash gain from the change in fair value of its warrant liability.

Liquidity remains tight: cash was $47,257, with a working capital deficit of $2,423,960 and a stockholders’ deficit of $715,456. Current liabilities were $2,490,559, including a warrant liability of $285,208. ALDS issued a $187,000 12% convertible note on August 1, 2025 (net proceeds $150,000), and subsequently issued two $60,000 convertible notes on November 10, 2025.

Management disclosed a going concern uncertainty and concluded disclosure controls were not effective due to material weaknesses. Following its reverse merger with Sugar Auto Parts, the company reported goodwill of $2,696,018. As of November 4, 2025, 2,000,000,000 common shares were outstanding.

APPlife Digital Solutions (ALDS) filed a Form 3 reporting initial beneficial ownership by CEO and Director Michael Hill, effective 06/13/2025. The filing lists indirect holdings through affiliated entities: 500,000,000 shares of common stock owned by Mammoth Crest Capital LLC (of which Mr. Hill is a managing member), 20,000,000 shares of common stock owned by SportsAlert Media LLC (Mr. Hill is a managing member), and 1,250 shares of Series C Preferred Stock owned by Mammoth Crest Capital LLC. The filing also identifies Mr. Hill as a 10% Owner.

APPlife Digital Solutions (ALDS) insider Barrett Evans filed a Form 3 disclosing initial beneficial ownership as a Director, CFO, and 10% Owner, with a date of event of 06/13/2025.

He reports indirect ownership of 500,000,000 shares of Common Stock and 1,250 shares of Preferred Stock Series C through Mammoth Crest Capital LLC, where he is a managing member, and 50,000,000 shares of Common Stock through EMC2 Capital LLC, where he is also a managing member. The filing indicates it was filed by more than one reporting person.

Applife Digital Solutions (ALDS) filed its annual report and completed a reverse merger with Sugar Auto Parts (SAP) on June 13, 2025, pivoting the business to an aftermarket automotive parts ecommerce model. SAP also acquired key AP4L assets, adding domain names, a website and supplier relationships, and recognized $2,696,018 of goodwill.

For the period from January 6, 2025 to June 30, 2025, ALDS reported revenue of $315,130, cost of goods sold of $270,891 and gross profit of $44,239. Operating expenses were $246,137 and interest expense totaled $803,589, resulting in a net loss of $997,763. Cash was $111,397 on June 30, 2025, with a working capital deficit of $2,556,084 and a stockholders’ deficit of $811,778. The auditor highlighted substantial doubt about the company’s ability to continue as a going concern.

Financing activity included $600,000 of promissory notes that converted into 810 Series D preferred shares and issuance of 40,500,000 warrants, with a warrant liability of $802,589. Equity issuances tied to the merger included 1,740,000,000 common shares and 2,500 Series C preferred shares; 12,850 Series B preferred shares were outstanding to settle liabilities. 2,000,000,000 common shares were outstanding as of October 13, 2025.