SecProbe.io

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Management’s Discussion and Analysis

January 20, 2026

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Jan Woo, Legal Branch Chief

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions, Inc.

Amendment No 1. to Registration Statement on Form S-1

Filed December 17, 2025

File No. 333-292004

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 23, 2026, at 5:30 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

The Registrant authorizes Chase Chandler of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the requested date and time of effectiveness of the Registration Statement with the Commission.  Please call Mr. Chandler at (801) 303-5772 with any questions.

Very truly yours,

APPlife Digital Solutions, Inc.

/s/ Michael Hill

Michael Hill

Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Matthew Reid
Principal Executive Officer
APPlife Digital Solutions, Inc.
50 California St., #1500
San Francisco, CA 94111

 Re: APPlife Digital Solutions, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2024
 File No. 000-56144
Dear Matthew Reid:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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Management’s Discussion and Analysis

February 26, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Amanda Kim

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Form 10-K for the Fiscal Year ended June 30, 2024

File No. 000-56144

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated February 13, 2025 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Form 10-K for the Fiscal Year ended June 30, 2024

Item 9A. Controls and Procedures, page 15

1.Please amend your filing to include Management’s annual report on internal control over

financial reporting including a statement as to whether or not internal controls over financial reporting is effective. Refer to Item 308 of Regulation S-K.  In addition, please ensure your future 10-K filings include this disclosure.  See Item 9A – Controls and Procedures of Form 10-K.

Response: We have amended the disclosure in Item 9A Controls and Procedures to include Management’s annual report on internal control over financial reporting and filed an amendment on Form 10-K/A.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

February 13, 2025
Matthew Reid
Principal Executive Officer
APPlife Digital Solutions, Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2024
File No. 000-56144
Dear Matthew Reid:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2024
Item 9A. Controls and Procedures, page 15
1.Please amend your filing to include Management’s annual report on internal control
over financial reporting including a statement as to whether or not internal control
over financial reporting is effective. Refer to Item 308 of Regulation S-K. In addition,
please ensure your future 10-K filings include this disclosure. See Item 9A - Controls
and Procedures of Form 10-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488
with any questions.

February 13, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
January 17, 2024
Matt Reid
Principal Executive Officer, Principal Accounting Officer and Director
APPlife Digital Solutions Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Form 10-K for the Fiscal Year ended June 30, 2023
File No. 000-56144
Dear Matt Reid:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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Management’s Discussion and Analysis

January 10, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Ryan Rohn

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Form 10-K for the Fiscal Year ended June 30, 2023

Filed October 2, 2023

File No. 000-56144

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated December 27, 2023 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Form 10-K for the Fiscal Year ended June 30, 2023

Item 9A. Controls and Procedures, page F-15

1. Please amend your filing to include Management’s annual report on internal control over financial reporting. Refer to Item 308 of Regulation S-K.

Response: We have amended the disclosure in Item 9A Controls and Procedures to include Management’s annual report on internal control over financial reporting and filed an amendment on Form 10-K/A.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
December 27, 2023
Matt Reid
Principal Executive Officer, Principal Accounting Officer and Director
APPlife Digital Solutions Inc.
50 California St., #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Form 10-K for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 000-56144
Dear Matt Reid:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended June 30, 2023
Item 9A. Controls and Procedures , page F-15
1.Please amend your filing to include Management’s annual report on internal control over
financial reporting. Refer to Item 308 of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Ryan Rohn at 202-551-3739 or Stephen Krikorian at 202-551-3488 with
any questions.
Sincerely,

 FirstName LastNameMatt Reid
 Comapany NameAPPlife Digital Solutions Inc.
 December 27, 2023 Page 2
 FirstName LastName
Matt Reid
APPlife Digital Solutions Inc.
December 27, 2023
Page 2
Division of Corporation Finance
Office of Technology

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Management’s Discussion and Analysis

April 10, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Attn:  Kyle Wiley, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions, Inc.

Registration Statement on Form S-1/A

Filed April 6, 2023

File No. 333-269389

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on April 12, 2023, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

APPlife Digital Solutions, Inc.

/s/ Matthew Reid

Matthew Reid

Chief Executive Officer

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Management’s Discussion and Analysis

March 22, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Kyle Wiley, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

 Re:

 APPlife Digital Solutions Inc.

 Amendment No. 2 to Registration Statement on Form S-1

 Filed March 6, 2023

 File No. 333-269389

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated March 20, 2023 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Amendment No. 2 to Registration Statement on Form S-1

Description of Business

Products, page 20

1. We note your response to prior comment 2 and reissue it, in part. Please highlight the risk that you may be liable for any cybersecurity breach resulting in the loss of customer assets.

Response: We have updated the registration statement to include that we may be liable for any cybersecurity breach resulting in the loss of customer assets.

2. We note your response to prior comment 3. Please include the information provided in your response letter in your filing. For example, disclose that you expect users to store their important documents and certificates in files and that your interface will be tailored to cater to file storage.

Response: We have updated the registration statement to include the information provided in our previous response letter.

3. We note your response to prior comment 4. Please include the information provided in your response letter in your filing. For example, disclose that, while Matt Reid is your only employee, you manage multiple independent contractor teams to operate your U.S. based business and that 100% of your revenue comes from servicing U.S. customers.

Response: We have updated the registration statement to include the information provided in our previous response letter.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
March 20, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc.
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 6, 2023
File No. 333-269389
Dear Matthew Reid:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 2, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Description of Business
Product, page 20
1.We note your response to prior comment 2 and reissue it, in part. Please highlight the risk
that you may be liable for any cybersecurity breach resulting in the loss of customer
assets.
2.We note your response to prior comment 3. Please include the information provided in
your response letter in your filing. For example, disclose that you expect users to store
their important documents and certificates in files and that your interface will be tailored
to cater to file storage.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions Inc.
 March 20, 2023 Page 2
 FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc.
March 20, 2023
Page 2
General
3.We note your response to prior comment 4. Please include the information provided in
your response letter in your filing. For example, disclose that, while Matt Reid is your
only employee, you manage multiple independent contractor teams to operate your U.S.
based business and that 100% of your revenue comes from servicing U.S. customers.
            Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

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Management’s Discussion and Analysis

March 6, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Kyle Wiley, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

 Re:

 APPlife Digital Solutions Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed February 16, 2023

 File No. 333-269389

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated March 2, 2023 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Amendment No. 1 to Registration Statement on Form S-1

Description of Business

Products, page 20

1. We note your response to prior comment 4 and reissue it, in part. With respect to the development of your Valida "super wallet", please provide a description of the processes and fees related to the use of the Polygon blockchain.

Response: Valida is still in pre-development phase. We completed the wire frame and general concept of the design, the schedule and time frame for the build-out to Beta and eventually a MVP, but have yet to begin coding the actual working platform. We have decided on Polygon and reached out to them for tech support and have lined up that support, but have not yet begun writing the code. Many of the specific details on security daemons and code will not be available to us until we get to that stage of development. We want to use the most advanced options. We also know the legal and regulatory environment surrounding this industry is changing daily as

the regulators are learning. Additionally, we are still too early in development to determine any of the fees at this point.  We expect much more clarity on requirements by the time we are writing the code.

2. We note your response to prior comment 6. Please expand your discussion of the security precautions you will take to keep your customers crypto assets secure and highlight the risk that you may be liable for any cybersecurity breach resulting in the loss of customer assets.  Additionally, given that the wallets will be non-custodial, please provide more detail on how the "cold storage" feature will work.

Response: It is simply too early to answer some of the questions you are asking about the cold wallet, security, or any segment that will first require our fully funding the build-out with the next stage development team in place and then planning the structuring of the writing of the code. That’s where we will see the newest and latest security technology, the best options for cold wallet storage and the most user friendly UX as it’s becoming more integrated with everyday users. It is our intention to build a highly secure, easy to use, non-custodial wallet. We plan to bring in the most advanced technology for security when we begin writing the code. We will have a cold wallet system that allows the users to transfer between storage and active modes and plan to include2FA, fingerprint and/or facial recognition technology. We plan to have multiple additional security daemons that review account holdings and prevent unauthorized transfers/withdrawals. All of our code will undergo security audits prior to Beta and again prior to MVP release. We have updated the Registration statement to add the above disclosure.

3. With respect to the development of your Valida wallet, we note that you will focus on storing and sharing NFTs that represent practical use. Please explain how you intend to achieve this focus and whether you will prevent customers from storing other types of NFTs. Additionally, please identify all of the services that you will provide in connection with the super wallet. Lastly, we note that you "plan to add a secondary round of features." Please expand your discussion to identify those planned features.

Response: As we mentioned, the main focus of our user base will be practical use NFTs. We believe this is the future best use scenario for NFTs. This is what we believe will set us apart from those systems designed to buy and sell digital art and items that may be considered securities. We expect users to store their important documents and certifications in files. An example is we will allow universities to bulk upload diplomas into the system that will be an image of the certificate with the graduates name in place. The Meta Data will show in a border area that discloses the name of the University, the degree, date of issue and an official University stamp. The User will have the option of receiving the NFT version by registering and then using a code provided by the school to download the diploma NFT into the wallet. This would also apply to Driver’s licenses issued by State DMVs, Real Estate Broker licenses, Wills and other important legal documents, Escrow or Title paperwork. We are not intending on blocking people from storing other types of NFTs, but our format and storage UI is not appealing to those collecting digital art. Our interface will resemble a windows filing system. It is tailored to cater to file storage for the practical use type.  Lastly, we have removed the disclosure of adding a secondary round of features and if/when the time comes where we decide to add a secondary round of features, we will add that in future filings.

General

4. We note your response to prior comment 9 that your business management and executive teams do not operate in China and that you generate no revenue in China. However, you disclose in the risk factors that your "sole officer and director, Matt Reid, resides in China and operates the Company from China." Your disclosure also indicates that you work in partnership with a licensed law firm in Shanghai China and that you anticipate working with other Chinese entities. Please revise your disclosure to address this inconsistency or explain.

Response: Matt Reid is technically the only employee of the Company and he resides in Shanghai, China, in order to manage the independent contractor teams of developers the Company hires. We have an attorney in Shanghai engaged to help us with the contracts and negotiations with developers and other similar items. We have multiple independent contractor team members for the Company that live and work in the US who make up our business management and executive teams.  They do not operate in China and we generate no revenue in China. Our independent contractors fill positions such as Chief Legal Officer, Executive Project Director, Accountant and Investor relations manager and are all located in New York. Our Director of Marketing, PR agent and multiple lower-level independent contractors reside and work in California. None of the operating business models we have are generating any revenue from China based business. Currently 100% of our revenue comes from an ecommerce platform servicing US customers. There are no current plans to buy or develop any new China business model.

We did previously build a model that would background check Chinese companies for small to medium size businesses around the world that would want to verify that a Chinese company was legitimate before sending them money for an order. We had an agreement with our attorney in Shanghai to do the background information reviews on the Chinese companies and email our customers a one page report on the validity of the registered Chinese company. This model is not currently operating. While we were preparing for launch, China placed a temporary moratorium of sending background information on Chinese companies or citizens overseas. We shelved the software until they release the moratorium on the information transfer. Even though this model would be checking on the Chinese manufacturers or businesses, the users of our model were individuals and businesses around the world looking for the information. The billing and payment gateways were all built using US banks and transaction services.  Even if this model operates, there will be no revenue from Chinese customers or sources.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
March 2, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc.
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 16, 2023
File No. 333-269389
Dear Matthew Reid:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 7, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Description of Business
Products, page 20
1.We note your response to prior comment 4 and reissue it, in part. With respect to the
development of your Valida "super wallet", please provide a description of the processes
and fees related to the use of the Polygon blockchain.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions Inc.
 March 2, 2023 Page 2
 FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc.
March 2, 2023
Page 2
2.We note your response to prior comment 6. Please expand your discussion of the security
precautions you will take to keep your customers crypto assets secure and highlight the
risk that you may be liable for any cybersecurity breach resulting in the loss of customer
assets. Additionally, given that the wallets will be non-custodial, please provide more
detail on how the "cold storage" feature will work.
3.With respect to the development of your Valida wallet, we note that you will focus on
storing and sharing NFTs that represent practical use. Please explain how you intend to
achieve this focus and whether you will prevent customers from storing other types of
NFTs. Additionally, please identify all of the services that you will provide in connection
with the super wallet. Lastly, we note that you "plan to add a secondary round of
features." Please expand your discussion to identify those planned features.
General
4.We note your response to prior comment 9 that your business management and executive
teams do not operate in China and that you generate no revenue in China. However, you
disclose in the risk factors that your "sole officer and director, Matt Reid, resides in China
and operates the Company from China." Your disclosure also indicates that you work in
partnership with a licensed law firm in Shanghai China and that you anticipate working
with other Chinese entities. Please revise your disclosure to address this inconsistency or
explain.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

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Management’s Discussion and Analysis

February 16, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Kyle Wiley, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Registration Statement on Form S-1

Filed January 24, 2023

File No. 333-269389

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated February 7, 2023 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Registration Statement on Form S-1

Cover Page

1. You disclose that Matt Reid, your sole officer and director, beneficially owns 68.83% of

your outstanding common stock. Please disclose on the cover page that you are a "controlled company" and the identity and beneficial ownership percentage of your controlling shareholder.

Response: We have updated the cover page to include disclosure that we are “controlled company” and also added a risk factor regarding the same.

The Offering, Page 16

2. We note that you entered into an Equity Financing Agreement with GHS Investments

LLC on December 15, 2022. Please incorporate by reference or file the Equity Financing Agreement as an exhibit to your registration statement. Refer to Item 601 of Regulation S-K.

Response: We have updated the Exhibit Table to incorporate by reference the Equity Financing Agreement with GHS dated December 15, 2022.

Description of Business

Products, page 20

3. With respect to your planned Lollipop NFT platform, please describe the policies and procedures that the company follows to avoid impermissibly engaging in or facilitating transactions in unregistered securities. In addition, please address the specific risks inherent in the operation of a marketplace, including those associated with the company’s policies and procedures for determining that the NFTs the company may offer in the future through the platform are not securities. Please describe the limitations of any such policies and procedures and state that they involve risk-based judgments by the company and are not a legal standard or determination binding on any regulatory body or court. Please also describe the specific potential consequences if any of the NFTs the company may offer in the future through the marketplace are determined to be securities, under U.S. law.

Response: Our Lollipop NFT business model has recently changed.  Lollipop is now called Valida.  We plan for Valida to be a super wallet and accordingly there will be no marketplace. It will be non-custodial and will be able to be connected through application programming interface directly to various marketplaces of the user’s choice. We plan to focus on the storing and sharing of NFTs that represent practical use.  Practical use NFTs are not art or speculative, but are documents or importance information a person would choose to have permanently added to a blockchain through a smart contract, such as wills, real estate paperwork, diplomas, licenses, etc.  Users will control their own storage and we will not have any access. We have updated the above disclosure about Lollipop/Valida in the Registration Statement.

4. With respect to your planned NFT platform, please identify the blockchain that you intend

to utilize and include a description of the processes and fees related to the use of such blockchain. To the extent that you intend to develop your own blockchain, please provide a discussion regarding the functional differences between the blockchain you are developing and other popular blockchains used for minting NFTs (Ethereum, Solana, etc.). Be sure to include a discussion of the impact of transaction fees, lack of liquidity, and volatility as it relates to your NFT platform.

Response: As disclosed above, we are no longer developing an NFT marketplace.  We will use the Polygon blockchain to create the wallet.

5. Please provide a more detailed discussion of your planned NFT platform with regards to its functionality and the range of crypto assets you intend to utilize. To the extent you will accept crypto assets as payments, or otherwise acquire crypto assets, provide a discussion regarding whether you have a specific policy in place regarding when and how you will convert those crypto assets into fiat currency. Tell us whether you will maintain any royalty interest or intellectual property ownership of the NFTs sold on your platform. For example, explain whether the platform will permit creators or the company to receive a portion of all subsequent sales of each NFT, or only on the initial sale. Discuss the intellectual property underlying the NFTs and

explain to us how disputes over such rights will be resolved and your role in such resolution, including your role in the enforcement of such rights. Additionally, disclose any risks relating to the operation of such a platform and any regulatory requirements with which you are required to comply. For example, discuss whether your NFT platform would be considered a “money transmitter” requiring registration as a money services business pursuant to FinCEN requirements. As another example, discuss the impact of high gas and transaction fees, lack of liquidity, and volatility as it relates to the NFT platform.

Response: As disclosed above, we are no longer developing an NFT marketplace.

6. We note that your NFT platform will also serve as a "wallet for non-fungible tokens." Please revise to clarify how you intend to hold the NFTs such as whether they will be held in digital wallets, exchanges, or hardware wallets, and the security precautions you will take to keep your and your customers crypto assets secure. To the extent you intend to utilize a third-party for custody of your and your customers crypto assets, provide a discussion of the custody arrangements and include risk factors to address the relevant risks.

Response: We have updated the registration statement to confirm the wallet is a digital wallet, with cold storage for security. Once completed, the system code will be audited by a third-party auditor and there will be multiple security daemons to monitor account login and asset transfers to protect the user.

7. Please supplementally provide us with your legal analysis as to whether the NFTs offered

and sold through your marketplace are securities under Section 2(a)(1) of the Securities Act of 1933. In responding to this comment, please address your operation of the marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 756 F.2d 230 (2d Cir. 1985).

Response:  As disclosed above, we are no longer developing an NFT marketplace.

Signatures, page 60

8. With respect to director signatures, we note that you appear to have five directors and only

one has signed. Please revise to provide the required signatures.

Response: We have revised to include all the required signatures.

General

9. We note that your sole officer and director, is also your sole full-time employee and is located in China, that your marketing, business management, and executive team operate from China, and that your offices in China exist so that you can take advantage of skilled coders and developers at lower cost than developed countries. Please tell us the percentage of revenue generated from your operations in China. To the extent that you are a China based issuer please refer to the Dear Issuer Letter found at https://www.sec.gov/corpfin/sample-letter-china-based-companies.

Response: Our marketing, business management and executive teams operate from the United States, not China.  The offices in China only exist so the Company can manage the tech team and access the tech talent.  100% of our revenue is generated in the United States and no revenue is generated in China.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
February 7, 2023
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed January 24, 2023
File No. 333-269389
Dear Matthew Reid:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.You disclose that Matt Reid, your sole officer and director, beneficially owns 68.83% of
your outstanding common stock. Please disclose on the cover page that you are
a "controlled company" and the identity and beneficial ownership percentage of your
controlling shareholder.
The Offering, page 16
2.We note that you entered into an Equity Financing Agreement with GHS Investments
LLC on December 15, 2022. Please incorporate by reference or file the Equtiy
Financing Agreement as an exhibit to your registration statement. Refer to Item 601 of
Regulation S-K.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions Inc
 February 7, 2023 Page 2
 FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 2
Description of Business
Products, page 20
3.With respect to your planned Lollipop NFT platform, please describe the policies and
procedures that the company follows to avoid impermissibly engaging in or facilitating
transactions in unregistered securities. In addition, please address the specific risks
inherent in the operation of a marketplace, including those associated with the company’s
policies and procedures for determining that the NFTs the company may offer in the
future through the platform are not securities. Please describe the limitations of any such
policies and procedures and state that they involve risk-based judgments by the company
and are not a legal standard or determination binding on any regulatory body or court.
Please also describe the specific potential consequences if any of the NFTs the
company may offer in the future through the marketplace are determined to be securities
under U.S. law.
4.With respect to your planned NFT platform, please identify the blockchain that you intend
to utilize and include a description of the processes and fees related to the use of such
blockchain. To the extent that you intend to develop your own blockchain, please provide
a discussion regarding the functional differences between the blockchain you are
developing and other popular blockchains used for minting NFTs (Ethereum, Solana,
etc.). Be sure to include a discussion of the impact of transaction fees, lack of liquidity,
and volatility as it relates to your NFT platform.
5.Please provide a more detailed discussion of your planned NFT platform with regards to
its functionality and the range of crypto assets you intend to utilize.  To the extent you will
accept crypto assets as payments, or otherwise acquire crypto assets, provide a discussion
regarding whether you have a specific policy in place regarding when and how you will
convert those crypto assets into fiat currency.  Tell us whether you will maintain any
royalty interest or intellectual property ownership of the NFTs sold on your platform.  For
example, explain whether the platform will permit creators or the company to receive a
portion of all subsequent sales of each NFT, or only on the initial sale.  Discuss the
intellectual property underlying the NFTs and explain to us how disputes over such rights
will be resolved and your role in such resolution, including your role in the enforcement
of such rights. Additionally, disclose any risks relating to the operation of such a platform
and any regulatory requirements with which you are required to comply. For example,
discuss whether your NFT platform would be considered a “money transmitter” requiring
registration as a money services business pursuant to FinCEN requirements. As another
example, discuss the impact of high gas and transaction fees, lack of liquidity, and
volatility as it relates to the NFT platform.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions Inc
 February 7, 2023 Page 3
 FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 3
6.We note that your NFT platform will also serve as a "wallet for non-fungible
tokens." Please revise to clarify how you intend to hold the NFTs such as whether they
will be held in digital wallets, exchanges, or hardware wallets, and the security
precautions you will take to keep your and your customers crypto assets secure. To the
extent you intend to utilize a third-party for custody of your and your customers crypto
assets, provide a discussion of the custody arrangements and include risk factors to
address the relevant risks.
7.Please supplementally provide us with your legal analysis as to whether the NFTs offered
and sold through your marketplace are securities under Section 2(a)(1) of the Securities
Act of 1933.  In responding to this comment, please address your operation of the
marketplace.  See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d Cir. 1985).
Signatures, page 60
8.With respect to director signatures, we note that you appear to have five directors and only
one has signed. Please revise to provide the required signatures.
General
9.We note that your sole officer and director, is also your sole full-time employee and is
located in China, that your marketing, business management, and executive team operate
from China, and that your offices in China exist so that you can take advantage of skilled
coders and developers at lower cost than developed countries. Please tell us the percentage
of revenue generated from your operations in China. To the extent that you are a china
based issuer please refer to the Dear Issuer Letter found at
https://www.sec.gov/corpfin/sample-letter-china-based-companies.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions Inc
 February 7, 2023 Page 4
 FirstName LastName
Matthew Reid
APPlife Digital Solutions Inc
February 7, 2023
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Jan Woo, Legal Branch
Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

CORRESP
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Management’s Discussion and Analysis

July 1, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Attn:  Katherine Wray, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions, Inc.

Registration Statement on Form S-1/A

Filed June 22, 2021

File No. 333-256386

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on July 6, 2021, at 1:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

·should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

APPlife Digital Solutions, Inc.

/s/ Matthew Reid

Matthew Reid

Chief Executive Officer

CORRESP
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Management’s Discussion and Analysis

June 22, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Katherine Wray, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed June 14, 2021

File No. 333-256386

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated June 20, 2021 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Amendment No. 1 to Form S-1 field June 14, 2021

Signatures, page 37

3. We note that you have revies your filing as requested to caption Mr. Reid’s signature to the registration statement in his personal capacity as principal financial officer, in addition to other positions.  Please also ensure that your filing is signed by him or another officer in their capacity as your principal accounting officer.  Refer to Instructions 1 and 2 to the Signatures section of Form S-1.

Response: We have revised as instructed and have including principal accounting officer to Mr. Reid’s signature line.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
June 20, 2021
Matt Reid
Principal Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Amendment No. 1 to Registration Statement on Form S-1
Filed June 14, 2021
File No. 333-256386
Dear Mr. Reid:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed June 14, 2021
Signatures, page 37
1.We note that you have revised your filing as requested to caption Mr. Reid's signature to
the registration statement in his personal capacity as principal financial officer, in addition
to other of his positions. Please also ensure that your filing is signed by him or another
officer in their capacity as your principal accounting officer. Refer to Instructions 1 and 2
to the Signatures section of Form S-1.
            You may contact Katherine Wray, Staff Attorney, at (202) 551-3483 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 if you have any questions.

 FirstName LastNameMatt Reid
 Comapany NameAPPlife Digital Solutions Inc
 June 20, 2021 Page 2
 FirstName LastName
Matt Reid
APPlife Digital Solutions Inc
June 20, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

CORRESP
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Management’s Discussion and Analysis

June 10, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Katherine Wray, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Registration Statement on Form S-1

Filed May 21, 2021

File No. 333-256386

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated June 3, 2021 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Registration Statement on Form S-1 Filed May 21, 2021

General

1. It appears that you are offering common stock on a continuous basis under Rule 415(a)(1)(ix) of Regulation C. Disclosure in the filing regarding the price at which you will offer the common stock is unclear. For example, you provide an anticipated price range per share on the prospectus cover page; you include blanks for a fixed price per share on pages 6 and 15; and you refer to an “assumed initial offering price” on page 15. Since you are not eligible to conduct an at-the-market offering in reliance on Rule 415(a)(1)(x), please revise to include a fixed price at which you will offer the shares for the duration of the offering.

Response: We have revised as instructed and included a fixed offering price of $0.10 per share.

Executive Compensation, page 26

2. Disclosure on pages 10 and 26 refers to Matt Reid as your sole officer and director, but your management disclosure on page 24 identifies another officer and four other directors of the company. Please revise as necessary to reconcile these inconsistencies, and confirm that disclosures throughout your filing, including in the Executive Compensation and Related Party Transactions sections, cover all applicable executive officers and directors.

Response: We have revised to reconcile these inconsistencies.

Signatures, page 34

3. We note from your management disclosure on page 24 that Mr. Reid serves as your Chief Financial Officer. Accordingly, please revise his signature to the registration statement in his individual capacity to reflect that he is signing as your principal financial officer. See Instructions 1 and 2 to the Signatures section of Form S-1.

Response: We have revised as instructed.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matthew Reid

CEO, CFO, President, Secretary and Director

United States securities and exchange commission logo
June 3, 2021
Matt Reid
Principal Executive Officer
APPlife Digital Solutions Inc
50 California St, #1500
San Francisco, CA 94111
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed May 21, 2021
File No. 333-256386
Dear Mr. Reid:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed May 21, 2021
General
1.It appears that you are offering common stock on a continuous basis under Rule
415(a)(1)(ix) of Regulation C.  Disclosure in the filing regarding the price at which you
will offer the common stock is unclear.  For example, you provide an anticipated price
range per share on the prospectus cover page; you include blanks for a fixed price per
share on pages 6 and 15; and you refer to an “assumed initial offering price” on page 15.
Since you are not eligible to conduct an at-the-market offering in reliance on Rule
415(a)(1)(x), please revise to include a fixed price at which you will offer the shares for
the duration of the offering.

 FirstName LastNameMatt Reid
 Comapany NameAPPlife Digital Solutions Inc
 June 3, 2021 Page 2
 FirstName LastName
Matt Reid
APPlife Digital Solutions Inc
June 3, 2021
Page 2
Executive Compensation, page 26
2.Disclosure on pages 10 and 26 refers to Matt Reid as your sole officer and director, but
your management disclosure on page 24 identifies another officer and four other directors
of the company.  Please revise as necessary to reconcile these inconsistencies, and confirm
that disclosures throughout your filing, including in the Executive Compensation and
Related Party Transactions sections, cover all applicable executive officers and directors.
Signatures, page 34
3.We note from your management disclosure on page 24 that Mr. Reid serves as your Chief
Financial Officer.  Accordingly, please revise his signature to the registration statement in
his individual capacity to reflect that he is signing as your principal financial officer.  See
Instructions 1 and 2 to the Signatures section of Form S-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

CORRESP
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Management’s Discussion and Analysis

APPlife Digital Solutions, Inc.

555 California St.

#4925

San Francisco, CA 94104

April 20, 2020

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

Attn:  Michael Crispino, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions, Inc.

Registration Statement on Form S-1

Filed April 13, 2020

File No. 333-237652

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on April 22, 2020, at 5:30 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

APPlife Digital Solutions, Inc.

/s/ Matthew Reid

Matthew Reid

Chief Executive Officer

April 19, 2020
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions Inc
555 California St, #4925
San Francisco, CA 94104
Re:APPlife Digital Solutions Inc.
Registration Statement on Form S-1
Filed April 13, 2020
File No. 333-237652
Dear Mr. Reid:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Chase Chandler

CORRESP
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Management’s Discussion and Analysis

APPlife Digital Solutions, Inc.

338 North Market Street, #161

San Jose, CA 95110

February 11, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

Attn:  Michael Foland, Staff Attorney

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions, Inc.

Registration Statement on Form S-1/A

File No. 333-227878

Ladies and Gentlemen:

The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1/A to become effective on February 13, 2019, at 4:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant acknowledges that:

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

APPlife Digital Solutions, Inc.

/s/ Matt Reid

Matt Reid

Chief Executive Officer

February 4, 2019
Matthew Reid
Chief Executive Officer
APPlife Digital Solutions, Inc.
338 North Market Street, #161
San Jose, CA 95110
Re:APPlife Digital Solutions Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 26, 2018
File No. 333-227878
Dear Mr. Reid:
            We have reviewed your amended registration statement and have the following
comment.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1
Selling Security Holders, page 14
1.Please disclose the nature of any position, office, or other material relationship that each
selling security holder has had within the past three years with the company as required by
Item 507 of Regulation S-K.  In addition, please describe how the selling shareholders
acquired their shares. Please refer to Regulation S-K Compliance and Disclosure Question
140.02.
            You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at  (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael Foland, Staff
Attorney, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions, Inc.
 February 4, 2019 Page 2
 FirstName LastName
Matthew Reid
APPlife Digital Solutions, Inc.
February 4, 2019
Page 2
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Chase Chandler

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Management’s Discussion and Analysis

December 26, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Michael Foland, Attorney-Advisor

100 F Street, N.E.

Washington, DC 20549

Re:APPlife Digital Solutions Inc.

Registration Statement on Form S-1

Filed October 18, 2018

File No. 333-227878

Ladies and Gentlemen:

APPlife Digital Solutions Inc. provides the following responses to the comments contained in the comment letter of the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission dated November 16, 2018 (the “Comment Letter”), relating to the above-referenced filing.

In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

Prospectus Cover, page 3

1.Please revise to disclose on the prospectus cover page that the selling shareholders are offering 3,611,552 shares in this offering. Clarify your statement on page 12 that this is a primary offering. Revise the cover page to also disclose a fixed price at which the selling securityholders will sell their shares until such time as the common stock is listed on a national securities exchange, or quoted on the OTC Bulletin Board, OTCQX or OTCQB. We note your reference to an offering price of $0.0875 per share of common stock on page 10.

Response: We have revised as instructed.

Management's Discussion and Analysis of Fiscal Condition and Results of Operation

Investing Activities, page 18

2.Please discuss the obligations you have as the exclusive marketing and development partner for Smartrade. Please disclose any material risks or challenges that may be posed by your relationship with this platform. In this regard, it appears that Smartrade is not registered as a national securities exchange, alternative trading system, or broker-dealer under the Securities Exchange Act of 1934 but appears to be engaged in the facilitation of securities transactions in the United States.

Response: We have revised as instructed.

Marketing Strategy, page 20

3.You disclose that you have "agreed to terms" with Lesly Bernard and Natalia Bruschi regarding your Drinx and Rooster apps, respectively. Please provide a description of the material terms of your agreement with each person to market your product.

Response: We have revised as instructed.

Directors, Executive Officers, Promoters and Control Persons, page 21

4.Please identify the companies at which Matthew Reid worked during the past five years and the dates of his employment at each company. See Item 401(e) of Regulation S-K.

Response: During the last five years, Mr. Reid has not worked at any other companies.  We have updated his biographical information to clarify.

Recent Sales of Unregistered Securities, page 22

5.We note that Matthew Reid received 90,000,000 shares from the company as compensation for his services but that he currently owns 102,239,209 shares. Please explain whether there were additional sales of unregistered securities to Mr. Reid.

Response: Matthew Reid was issued 12,239,209 founders shares at inception of the company.  We have revised to disclose this fact.

Note 2. Investment in Smartrade Exchange Services, Inc., page 37

6.We note that you entered into an agreement to purchase 21% of Smartrade for $450,000 in various tranches based on defined milestones and you agreed to purchase an additional 3% of the total common stock. We further note that you hold one of five seats on the Board of Directors and you are the exclusive marketing and development partner for Smartrade. These factors suggest that you have the ability to exercise significant influence over Smartrade. In this regard, tell us why this investment is being accounted for as a cost investment instead of applying the equity method. We refer you to ASC 323-10-15-3 and 6(a) & (b). In addition, if the investment is accounted for under the equity method you are required to provide the disclosures outlined in Rule 8-03(b)(3) of Regulation S-X.

Response: In connection with the Company’s investment in Smartrade, the Company obtained a right to appoint one member to the board of Smartrade which is contemplated to consist of five board members. However, through the date of this letter, Smartrade has not established a formalized board of directors and the powers of the board of directors have not been defined. Smartrade is currently managed by its CEO, CFO and COO who collectively own approximately 56% of Smartrade and have the authority to make all decisions in the ordinary course of business. There is no legal agreement that specifies the role of the board in making decisions at Smartrade and there is no list of matters which require board approval that the Company can meaningfully participate in. Further, the other four board members include the CEO, CFO, COO and an investor but details such as timing, frequency, quorum and voting rights of members at board meetings have not been defined and no voting structures that have been determined. Therefore, it is unclear whether the Company will have the ability to vote and participate meaningfully at such meetings if they occur.

Based on these facts, the Company considered the guidance in ASC 323-10-15-6 to asses if it has the ability to exercise significant influence over the operating and financial policies of Smartrade. Absent a formalized governance document and structure that allows the Company to participate meaningfully in financial and operating matters of Smartrade, the Company does not have the ability to participate in or influence such decisions. Therefore, the Company concluded that merely by virtue of its board seat it does not have significant influence over Smartrade.

Further, as part of its investment, the Company also has the right to approve any material changes to Smartrade’s branding and marketing strategy in the cryptocurrency mining and exchange procedures. The Company evaluated this right and determined that the right is akin to a protective right since only material changes outside the ordinary course of business require the Company’s approval. The Company does not view this right to be participative in nature and therefore concluded that this right does not constitute significant influence over the financial and operating activities of Smartrade.

Additionally, the Company only owned 4.66% of Smartrade at June 30, 2018 and these shared had not yet been paid for as of that date, nor did the Company have the necessary funds to make that payment.

Based on these factors, the Company concluded that it does not have significant influence over Smartade. In addition, the Company also removed the following language in the S-1 “As part of the investment, we became the exclusive marketing and development partner for Smartrade,” since the Company acknowledges that it does not clearly represent its relationship with Smartrade.

The Company will continue to monitor changes to the board/governance of Smartrade and once a board is established and the powers of the board have been clearly defined, the Company would reassess its current accounting at such time.

7.Please tell us how you considered Rule 8-04 of Regulation S-X in evaluating whether you are required to include audited consolidated financial statements of Smartrade.

Response: As noted in our response to comment #6 above, the Company concluded that the Smartrade investment would continue to be accounted for under the cost method and therefore the provisions in Rule 8-04 do not apply.

General

8.Please include a section to disclose your related party transactions. In this regard, we note that the company received loans from an officer to pay for operating expenses and issued stock to a family member of an officer in exchange for services. See Item 404(d) of Regulation S-K.

Response: We have revised as instructed.

Thank you for your assistance and review.

Sincerely,

APPLife Digital Solutions Inc.

/s/ Matt Reid_________

President

November 16, 2018
Matthew Reid
Principal Executive Officer
APPlife Digital Solutions, Inc.
338 North Market Street, #161
San Jose, CA 95110
Re:APPlife Digital Solutions Inc
Registration Statement on Form S-1
Filed October 18, 2018
File No. 333-227878
Dear Mr. Reid:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Cover, page 3
1.Please revise to disclose on the prospectus cover page that the selling shareholders are
offering 3,611,552 shares in this offering.  Clarify your statement on page 12 that this is a
primary offering.  Revise the cover page to also disclose a fixed price at which the selling
securityholders will sell their shares until such time as the common stock is listed on a
national securities exchange, or quoted on the OTC Bulletin Board, OTCQX or OTCQB.
We note your reference to an offering price of $0.0875 per share of common stock on
page 10.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions, Inc.
 November 16, 2018 Page 2
 FirstName LastNameMatthew Reid
APPlife Digital Solutions, Inc.
November 16, 2018
Page 2
Management's Discussion and Analysis of Fiscal Condition and Results of Operation
Investing Activities, page 18
2.Please discuss the obligations you have as the exclusive marketing and development
partner for Smartrade.  Please disclose any material risks or challenges that may be posed
by your relationship with this platform.  In this regard, it appears that Smartrade is not
registered as a national securities exchange, alternative trading system, or broker-dealer
under the Securities Exchange Act of 1934 but appears to be engaged in the facilitation of
securities transactions in the United States.
Description of Business
Marketing Strategy, page 20
3.You disclose that you have "agreed to terms" with Lesly Bernard and Natalia Bruschi
regarding your Drinx and Rooster apps, respectively.  Please provide a description of the
material terms of your agreement with each person to market your product.
Directors, Executive Officers, Promoters and Control Persons, page 21
4.Please identify the companies at which Matthew Reid worked during the past five years
and the dates of his employment at each company.  See Item 401(e) of Regulation S-K.
Recent Sales of Unregistered Securities, page 22
5.We note that Matthew Reid received 90,000,000 shares from the company as
compensation for his services but that he currently owns 102,239,209 shares.  Please
explain whether there were additional sales of unregistered securities to Mr. Reid.
Notes the Consolidated Financial Statements
Note 2. Investment in Smartrade Exchange Services, Inc., page 37
6.We note that you entered into an agreement to purchase 21% of Smartrade for $450,000 in
various tranches based on defined milestones and you agreed to purchase an additional 3%
of the total common stock.  We further note that you hold one of five seats on the Board
of Directors and you are the exclusive marketing and development partner for Smartrade.
These factors suggest that you have the ability to exercise significant influence over
Smartrade.  In this regard, tell us why this investment is being accounted for as a cost
investment instead of applying the equity method.  We refer you to ASC 323-10-15-3 and
6(a) & (b).  In addition, if the investment is accounted for under the equity method you are
required to provide the disclosures outlined in Rule 8-03(b)(3) of Regulation S-X.
7.Please tell us how you considered Rule 8-04 of Regulation S-X in evaluating whether you
are required to include audited consolidated financial statements of Smartrade.

 FirstName LastNameMatthew Reid
 Comapany NameAPPlife Digital Solutions, Inc.
 November 16, 2018 Page 3
 FirstName LastName
Matthew Reid
APPlife Digital Solutions, Inc.
November 16, 2018
Page 3
General
8.Please include a section to disclose your related party transactions.  In this regard, we note
that the company received loans from an officer to pay for operating expenses and issued
stock to a family member of an officer in exchange for services.  See Item 404(d) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Michael Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services