10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   December 31, 2017 

or 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 000-55403 

APPYEA, INC.

(Exact name of registrant as specified in its charter)

 

South Dakota	46-1496846
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
777 Main Street, Suite 600, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

(817) 887-8142

(Registrant’s telephone number, including area code)

_______________________________________________________________ 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x  YES    o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES    x NO

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

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x
			Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o YES    x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. o YES    o NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

1,145,531,606 common shares issued and outstanding as of February 16, 2018 

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES		22

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

APPYEA, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,			June 30,
	2017			2017
ASSETS
Current Assets:
Cash and cash equivalents	$	10,087		$	42,567
Total Current Assets		10,087			42,567
Fixed assets, net of accumulated depreciation of $237,570 and $218,826		20,300			39,044
Investment in equity method investee		25,000			-
TOTAL ASSETS	$	55,387		$	81,611
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities		101,189			5,993
Accrued salary		176,000			128,000
Convertible loans and accrued interest, net of unamortized discounts of $154,465 and $87,240, respectively		104,267			174,904
Convertible loans and accrued interest - related party, net of unamortized discounts of $6,261 and $0, respectively		2,155			-
Due to related party		87,087			73,608
Derivative liability		440,701			114,316
Total Current Liabilities		911,399			496,821
Total Liabilities		911,399			496,821
Stockholders' Deficit:
Series A preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively		500			500
Common stock, $0.0001 par value, 1,500,000,000 shares authorized, 1,092,349,788 and 519,973,313 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively		109,235			51,997
Additional paid-in capital		4,698,533			4,210,156
Stock payable		62,727			105,000
Accumulated deficit		(5,727,007	)		(4,782,863	)
Total Stockholders' Deficit		(856,012	)		(415,210	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	55,387		$	81,611

See accompanying notes to the unaudited consolidated financial statements.

3

APPYEA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six months ended
	December 31,						December 31,
	2017			2016			2017			2016
Revenues	$	110		$	139		$	1,044		$	541
Operating Expenses
Legal and professional fees		164,974			83,506			229,804			86,503
General and administrative		37,860			33,304			135,096			61,257
Depreciation		7,936			10,891			18,744			21,984
Total Operating Expenses		210,770			127,701			383,644			169,744
Loss from operations		(210,660	)		(127,562	)		(382,600	)		(169,203	)
Other Expense
Change in fair value of derivative liabilities		(215,751	)		1,118			(349,988	)		(1,060	)
Interest expense		(111,100	)		(5,989	)		(211,556	)		(5,989	)
Net Other Expense		(326,851	)		(4,871	)		(561,544	)		(7,049	)
Net Loss	$	(537,511	)	$	(132,433	)	$	(944,144	)	$	(176,252	)
Net Loss Per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted		944,991,968			467,874,049			805,777,397			464,270,788

See accompanying notes to the unaudited consolidated financial statements.

 

4

APPYEA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(944,144	)	$	(176,252	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		18,744			21,984
Common stock issued for services		99,500			15,000
Convertible note issued for services		-			25,000
Amortization of debt discounts		171,514			4,119
Change in fair value of derivative liabilities		349,988			1,060
Changes in operating assets and liabilities:
Prepaid expenses		-			(34,333	)
Accounts payable and accrued liabilities		95,196			404
Accrued salary		48,000			48,000
Accrued interest		40,043			1,870
Net Cash Used in Operating Activities		(121,159	)		(93,148	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in equity method investee		(25,000	)		-
Net cash used in Investing Activities		(25,000	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash and common stock payable		200			-
Proceeds from convertible notes payable, net of original issue discounts		91,667			90,000
Proceeds from convertible notes payable - related party, net of original issue discounts		8,333			-
Proceeds from related party		20,050			11,417
Repayment of loan to related party		(6,571	)		(10,309	)
Net cash provided by Financing Activities		113,679			91,108
Net cash decrease for period		(32,480	)		(2,040	)
Cash at beginning of period		42,567			14,637
Cash at end of period	$	10,087		$	12,597
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for conversion of debt and accrued interest	$	145,039		$	-
Resolution of derivative liability upon conversion of debt	$	258,603		$	-
Derivative liability recognized as debt discount	$	235,000		$	11,500

See accompanying notes to the unaudited consolidated financial statements.

5

APPYEA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2017

(Unaudited)

1. NATURE OF OPERATIONS

AppYea, Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.

The Company incorporated a wholly-owned subsidiary, "The Diagnostic Centers Inc." in State of South Dakota on August 2, 2017.

On June 9, 2017, the Company entered into a Management Services Agreement (“MSA”) with The Diagnostic Group, LLC, A Delaware limited liability company (“TDG”) under the terms of which, the Company shall perform activities related to direct marketing of TDG products and services to healthcare providers. The initial term of the Agreement will be for thirty-six (36) months from the effective date. The MSA shall automatically renew for successive one (1) year terms, unless either Party gives the other Party ninety (90) days’ written notice of termination prior to the effective date of any renewal term, or unless the MSA is terminated earlier in accordance with Section 6 of the MSA. The Company will be paid for providing services to directly recruited customers at the rate of 35% of the Net Collected Revenue collected from non-federally funded payors by third party providers affiliated or contracted with TDG for ancillary services ordered by recruited customers less any lab specific costs related to any referred samples and/or services and less any refunds or chargebacks. The Company will be paid by the 15th of each month for Net Collected Revenue from the previous month.

The Company's common stock is traded on the OTC Markets (www.otcmarkets.com) under the symbol "APYP". The first day of trading on the OTC Markets was December 15, 2014.

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of December 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended December 31, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended June 30, 2017 filed with the SEC on October 13, 2017.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

 

6

Principles of Consolidation

The consolidated financial statements include the accounts of AppYea and its subsidiary. Intercompany transactions and balances have been eliminated.

Equity Method Investment

The Company owns membership interests of 5% in an LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at December 31, 2017. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. On a combined basis, the assets, liabilities, revenues and expenses of the entity was not significant during the three months ended December 31, 2017.

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at December 31, 2017 and June 30, 2017, measured at fair value on a recurring basis:

December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	440,701	$	440,701
June 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	114,316	$	114,316

3. GOING CONCERN AND LIQUIDITY

At December 31, 2017, the Company had cash of $10,087 and current liabilities of $911,399 and a working capital deficit of $856,012. The Company has generated net losses since inception. The Company anticipates future losses in its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

 

7

4. FIXED ASSETS

As at December 31, 2017 and June 30, 2017, the balance of fixed assets represented a vehicle and mobile application software as follows:

	December 31,			June 30,
	2017			2017
Mobile applications	$	257,870		$	257,870
Accumulated depreciation		(237,570	)		(218,826	)
Fixed assets, net	$	20,300		$	39,044

Depreciation expense for the six months ended December 31, 2017 and 2016 was $18,744 and $21,984, respectively.

5. CONVERTIBLE LOANS

At December 31, 2017 and June 30, 2017, convertible loans consisted of the following:

	December 31,			June 30,
	2017			2017
March 2015 Note	$	-		$	-
November 2016 Note -1		140,802			246,833
November 2016 Note -2		-			4,044
Convertible notes -Issued in fiscal year 2018		101,667			-
Total convertible notes payable		242,469			250,877
Accrued interest		16,263			11,267
Less: Unamortized debt discount		(154,465	)		(87,240	)
Total convertible notes		104,267			174,904
Less: current portion of convertible notes		104,267			174,904
Long-term convertible notes	$	-		$	-

During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $169,442 and $4,119, respectively.

March 2015 Note

On March 13, 2015, the Company issued a $10,000 convertible promissory note payable. The unsecured convertible promissory note payable is due upon demand and carries an interest rate of 12% per annum. The note payable is convertible at the option of the holder, at 50% of the lowest traded price for the 60 days preceding conversion as posted on the OTC Markets or on such US National Exchange upon which the Company may be listed. Effective March 13, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (March 13, 2015) at $14,552 using the Black Scholes valuation model. $10,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $4,552 of the value assigned to the derivative liability was expensed on the issue date of the convertible note.

 

8

As of December 31, 2017 and June 30, 2017, the outstanding principal balance of the note was $0, the note had accrued interest of $454 and an unamortized debt discount of $0.

November 2016 Note 1

On November 15, 2016, the Company entered into four separate agreements with Greentree Financial Group, Inc., consisting of a Financial Advisory Agreement, a Loan Agreement, a Convertible Promissory Note, and a Warrant.

The Loan Agreement allows for the Company to borrow up to $250,000 from Greentree, which will be evidenced by various promissory notes, which will automatically mature 12 months from the date of applicable Note, will accrue interest at a rate of 12% per annum, and will include an original issuance discount (“OID”) of 10%. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. Note may not be converted prior to 6 months from its issuance. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted. An initial promissory note of $100,000 was issued on November 15, 2016.

The warrant issued to Greentree allows for the purchase of up to 5,000,000 shares of the Company’s common stock for a three year period, expiring on November 15, 2019, with an exercise price of $0.03 per share. The warrants also contain a cashless exercise feature, based on a cashless exercise formula.

The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note.

On January 26, 2017 and June 30, 2017, the Company issued convertible note of $75,000 and $75,000 according to the loan agreement on November 15, 2016.

During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $138,839 into 409,194,657 shares of common stock. The corresponding derivative liability at the date of conversion of $241,694 was credited to additional paid in capital.

During the six months ended December 31, 2017, a total of $19,000 note principal was assigned to two lenders under the same term and conversion price.

November 2016 Note 2

On November 15, 2016, the Company also issued note of $25,000 for a financial advisory service, which will automatically mature 6 months from the date of applicable Note, will accrue interest at a rate of 12% per annum. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted.

During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $6,200 into 28,181,818 shares of common stock. The corresponding derivative liability at the date of conversion of $16,909 was credited to additional paid in capital.

During the six months ended December 31, 2017, a total of $4,044 note principal was assigned to a lender under the same term and conversion price.

 

9

Promissory Notes - Issued in fiscal year 2018

During the six months ended December 31, 2017, the Company issued a total of $101,667 note with the following terms:

· Terms ranging from 6 months to 9 months.

· Annual interest rates of 8 - 12%.

· Convertible at the option of the holders at issuance.

· Conversion prices are typically based on the discounted (45% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion.

 

Certain notes allow the Company to redeem the notes at rates ranging from 135% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the note includes original issue discounts totaling to $10,000 and the Company received cash of $91,667.

The Company identified conversion features embedded within certain notes and warrants issued during the period ended December 31, 2017. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the conversion price is variable and the Notes include a reset provision which could cause adjustments upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The warrants are exercisable into 42,500,000 shares of common stock, for a period of five years from issuance, at a price of $0.0005 per share. As a result of the reset features, the warrants increased by 54,090,909 and the total warrants exercisable into 96,590,909 shares of common stock at $0.00022 per share. The reset feature of warrants associated with this convertible note was effective at the time that a separate convertible note with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative.

Warrants

A summary of activity during the six months ended December 31, 2017 follows:

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Outstanding, June 30, 2017		5,000,000	$	0.03
Granted		42,500,000		0.0005
Reset feature		54,090,909		0.0002
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, December 31, 2017		101,590,909	$	0.0017

The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2017:

Warrants Outstanding					Warrants Exercisable
Number of	Weighted Average Remaining		Weighted Average		Number of		Weighted Average
Shares	Contractual life (in years)		Exercise Price		Shares		Exercise Price
5,000,000		1.87	$	0.03		5,000,000	$	0.03
96,590,909		4.79	$	0.0002		96,590,909	$	0.0002
101,590,909		2.32	$	0.0017		101,590,909	$	0.0017

 

10

6. CONVERTIBLE LOANS – RELATED PARTY

At December 31, 2017 and June 30, 2017, convertible loan – related party consisted of the following:

	December 31,			June 30,
	2017			2017
Convertible notes - related party -Issued in fiscal year 2018		8,333			-
Total convertible notes payable		8,333			-
Accrued interest -related party		83			-
Less: Unamortized debt discount - related party		(6,261	)		-
Total convertible notes		2,155			-
Less: current portion of convertible notes - related party		2,155			-
Long-term convertible notes	$	-		$	-

During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $2,072 and $0, respectively.

Promissory Notes - Issued in fiscal year 2018

During the six months ended December 31, 2017, the Company issued a total of $8,333 note with the following terms:

· Terms of 6 months.

· Annual interest rates of 8%.

· Convertible at the option of the holders at issuance.

· Conversion prices are typically based on the discounted (45% discount) average closing prices of the Company’s shares during 20 days prior to conversion.

 

The Company received cash of $8,333.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note.

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended January 31, 2017 amounted to $9,371. $8,333 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,038 was recognized as a “day 1” derivative loss.

7. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

 

11

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

At December 31, 2017, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Six months ended		Year Ended
	December 31, 2017		June 30, 2017
Expected term	0.04 - 5.00 years		0.38 - 2.38 years
Expected average volatility	173%-488%		235%-288%
Expected dividend yield		-		-
Risk-free interest rate	0.96%-2.20%		1.14%-1.38%

The following table summarizes the changes in the derivative liabilities during the six months ended December 31, 2017:

Balance - June 30, 2017	$	114,316
Addition of new derivatives recognized as debt discounts		235,000
Addition of new derivatives recognized as loss on derivatives		407,488
Settled on issuance of common stock		(258,603	)
Gain on change in fair value of the derivative		(57,500	)
Balance – December 31, 2017	$	440,701

The aggregate loss on derivatives during the six months ended December 31, 2017 and 2016 was $349,988 and $1,060.

8. COMMITMENTS AND CONTINGENCIES

Leases and Long term Contracts

The Company has not entered into any long-term leases, contracts or commitments.

Legal

To the best of the Company's knowledge and belief, no legal proceedings are currently pending or threatened.

During 2017, the Company entered into discussions regarding a proposed merger with Decision Diagnostics Corporation (“DECN”) and entered into a Preliminary Agreement Leading to a Triangular Merger (“Merger Agreement”). The Company determined that the Merger Agreement was not in the best interest of its Shareholders and terminated the Merger Agreement. In order to resolve any potential disputes or claims, the Company entered into a Settlement Agreement and Release (“Settlement”).

DECN shall forever release and discharge, any and all claims or demands, of any type or description, whether known or unknown, that have been asserted or could have been asserted against the Company and shall further forever release and discharge the Company, from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise) (collectively the “Claims”), arising by reason of any act, omission, transaction or occurrence which DECN ever had or now has against the Company existing on, after, or prior to the execution date of the Settlement Agreement. DECN further agrees to indemnify the Company to the fullest extent of the law with respect to any violation by DECN of the releases and discharges given hereunder.

 

12

According to the Settlement, the Company issued 75,000,000 shares of common stock in October 2017. During the six months ended December 31, 2017, the Company recorded settlement expense of $67,500.

Rent

As of January 30, 2013, the Company leases office space at $200 per month with three-month terms, which shall be automatically extended for successive three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days’ notice prior to expiration of an applicable term. For the six months ended December 31, 2017 and 2016, the Company incurred $1,238 and $1,215, respectively.

9. SHAREHOLDERS' EQUITY

Series A Preferred Stock

The Company is authorized to issue 5,000,000 shares of Series A Preferred Stock at a par value of $0.0001.

Each Series A preferred share is convertible into 1,500 shares of common stock and has the voting rights of 1,000 shares of common stock.

As at December 31, 2017 and June 30, 2017, 5,000,000 shares of the Company's Series A Preferred Stock were issued and outstanding.

Common Stock

During the six months ended December 31, 2017, the Company issued common shares, as follows:

· an aggregate of 437,376,475 common shares were issued for the conversion of debt and accrued interest of $145,039, and released derivative liabilities of $258,603 to paid-in capital

· 30,000,000 common shares were issued for cash of $200 and reduction in common stock payable of $57,273

· 75,000,000 common shares were issued with a fair value of $67,500 according to the settlement (Note8).

· 30,000,000 common shares were issued with a fair value of $17,000 for consulting services

 

As at December 31, 2017 and June 30, 2017, 1,092,349,788 and 519,973,313 shares of the Company's common stock were issued and outstanding, respectively.

Stock payable

The Company had insufficient authorized shares as of June 30, 2017 and as a result, the Company had $105,000 in stock payable for which it is obligated to issue 55,000,000 shares of common stock for consulting services. During the six months ended December 31, 2017 the company issued 30,000,000 common shares for cash of $200 and reduced common stock payable by $57,273.

As of December 31, 2017, the Company had $47,727 in stock payable for which it is obligated to issue 25,000,000 shares of common stock for consulting services.

On November 13, 2017, the Company entered into a consulting agreement with a third party for the term of 5 years with a consideration of an issuance of 40,000,000 shares of common stock valued at $20,000. The share shall be issued in two tranches with first tranche of 10,000,000 shares being due at signing of this agreement and an additional 30,000,000 shares are due on the 3 months anniversary of this agreement. During the six months ended December 31, 2017, the Company issued 10,000,000 shares with a fair value of $5,000. As of December 31, 2017, the Company had $15,000 in stock payable for which it is obligated to issued 30,000,000 shares of common stock for consulting services.

 

13

10. RELATED PARTY TRANSACTIONS

In March 2016, the Company appointed current CEO and approved a base compensation package of $8,000 per month for CEO. As of December 31, 2017, and June 30, 2017, the Company recorded accrued salary of $176,000 and $128,000, respectively.

During the six months ended December 31, 2017, the Company borrowed a total amount of $20,050 from Evergreen Venture Partners LLC (“EVP”), which the CEO is the majority owner, and repaid $6,571. This loan is a non-interest bearing and due on demand. As of December 31, 2017, and June 30, 2017, the Company owed EVP, a related party $87,087 and $73,608, respectively.

11. SUBSEQUENT EVENTS

On January 16, 2018, the Company amended the conversion rate of Securities Purchase Agreement dated July 15, 2016 and effective as of March 7, 2016 in which Douglas O. McKinnon, the current CEO, agreed to accrue his base compensation until paid in cash or restricted shares of common stock of the Company. The Agreement called for the conversion rate to “be equal to the most recent convertible note of the Company” if paid in restricted common stock and it is amended to the conversion rate to” the lesser (1) the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of October 13, 2017 or (2) 55% multiplied by the lowest trading price during the 25 trading day period ended on the latest complete trading day prior to conversion date”.

On February 2, 2018, the Company issued 53,181,818 shares of common stock for conversion of debt and accrued interest of $8,775.

On February 15, 2018, the Company submitted for approval, a Certificate of Amendment with the state of South Dakota, to the Company’s Articles of Incorporation, to increase in the number of authorized shares of its common stock from 1,500,000,000 to 6,000,000,000, par value $0.0001 and to increase the number of authorized Series A Preferred Stock from 5,000,000 to 60,000,000, par value $0.0001.

 

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s 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 these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and "AppYea" mean AppYea, Inc., and our wholly owned subsidiaries, AppYea Holdings, Inc. and The Diagnostic Centers, Inc., unless otherwise indicated.

General Overview

We were incorporated in the State of South Dakota on November 26, 2012. We are engaged in the acquisition, purchase, and maintenance of mobile software applications and through its wholly owned subsidiary, The Diagnostic Centers, Inc., AppYea markets comprehensive diagnostic testing services to physician offices, clinics, hospitals, long term care facilities, healthcare groups, and other healthcare providers. We entered into a service marketing agreement with The Diagnostic Group Inc. on June 6, 2017 to market their One Health Laboratory. Under this agreement, AppYea receives thirty five percent of the net proceeds per test delivered. Our Newly formed sales team will contact hospitals, long term care facilities, healthcare groups, employers, governmental units and correctional institutions in getting comprehensive diagnostic testing results quicker. Our goal is to work with multiple diagnostic testing facilities throughout the United States and at the same time using numerous collectors to handle the samples personally therefore expediting the process.

Our administrative office is located at 777 Main Street, Suite 600, Fort Worth, TX 76102, Telephone: (817)-887-8142.

Our fiscal year end is June 30th. We have not been subject to any bankruptcy, receivership or similar proceeding.

 

15

Results of Operations

Three months ended December 31, 2017 compared to three months ended December 31, 2016.

	Three Months Ended
	December 31,
	2017			2016
Revenue	$	110		$	139
Operating expenses	$	(210,770	)	$	(127,701	)
Other expense	$	(326,851	)	$	(4,871	)
Net loss	$	(537,511	)	$	(132,433	)

We generated revenues of $110 for the three months ended December 31, 2017, compared to revenues of $139 for the same period in 2016. During our limited history, we have generated nominal revenue.

Our operating expenses, for the three months ended December 31, 2017 were $210,770 compared to $127,701 for the same period in 2016. The increase in operating expenses was primarily as a result of an increase in consulting expenses and professional fees.

Other expense, for the three months ended December 31, 2017 were $326,851 compared to $4,871 for the same period in 2016. The increase in other expenses was primarily related to an increase in interest expense as well as the loss on the change in the fair value of our derivative liabilities.

We incurred a net loss of $537,511 and $132,433 for the three months ended December 31, 2017 and December 31, 2016, respectively.

Six months ended December 31, 2017 compared to Six months ended December 31, 2016.

	Six months ended
	December 31,
	2017			2016
Revenue	$	1,044		$	541
Operating expenses	$	(383,644	)	$	(169,744	)
Other expense	$	(561,544	)	$	(7,049	)
Net loss	$	(944,144	)	$	(176,252	)

We generated revenues of $1,044 for the six months ended December 31, 2017, compared to revenues of $541 for the same period in 2016. During our limited history, we have generated nominal revenue.

Our operating expenses, for the six months ended December 31, 2017 were $383,644 compared to $169,744 for the same period in 2016. The increase in operating expenses was primarily as a result of an increase in stock based compensation and professional fees, offset by a decrease in general and administrative expenses.

Other expense, for the six months ended December 31, 2017 were $561,544 compared to $7,049 for the same period in 2016. The increase in other expenses was primarily related to an increase in interest expense as well as the loss on the change in the fair value of our derivative liabilities.

We incurred a net loss of $944,144 and $176,252 for the six months ended December 31, 2017 and December 31, 2016, respectively.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of December 31, 2017 and June 30, 2017, respectively.

Working Capital

	December 31,			June 30,
	2017			2017
Cash	$	10,087		$	42,567
Current Assets	$	10,087		$	42,567
Current Liabilities	$	911,399		$	496,821
Working Capital Deficiency	$	(901,312	)	$	(454,254	)

 

16

Cash Flows

	Six months ended
	December 31,
	2017			2016
Cash Flows Used In Operating Activities	$	(121,159	)	$	(93,148	)
Cash Flows Used In Investing Activities	$	(25,000	)		-
Cash Flows From Financing Activities	$	113,679		$	91,108
Net Decrease In Cash During Period	$	(32,480	)	$	(2,040	)

As at December 31, 2017 our company’s cash balance was $10,087 and total assets were $55,387. As at June 30, 2017, our company’s cash balance was $42,567 and total assets were $81,611.

As at December 31, 2017, our company had total liabilities of $911,399, compared with total liabilities of $496,821 as at June 30, 2017.

As at December 31, 2017, our company had a working capital deficiency of $901,312 compared with working capital deficiency of $454,254 as at June 30, 2017. The increase in working capital deficiency was primarily attributed a decrease in cash of $32,480 and an increase in accounts payable and accrued liabilities of $95,196 and derivative liabilities of $326,385.

Cash Flow from Operating Activities

During the six months ended December 31, 2017, our company used $121,159 in cash from operating activities, compared to $93,148 cash used in operating activities during the six months ended December 31, 2016. During the six months ended December 31, 2017 we incurred a net loss of $944,144 of which $639,746 arose from non-cash expenses and we generated cash flow of $183,239 from the net increase in current liabilities. During the six months ended December 31, 2016 we incurred a net loss of $176,252 of which $67,163 arose from non-cash expenses and we generated cash flow of $50,274 from the net increase in current liabilities and used $34,333 from the net increase in current assets.

Cash Flow from Investing Activities

During the six months ended December 31, 2017 and 2016, our company used $25,000 for investment in equity method investee and $0, respectively

Cash Flow from Financing Activities

During the six months ended December 31, 2017 our company received $113,679 from financing activities compared to $91,108 received from financing activities during the six months ended December 31, 2016. During the six months ended December 31, 2017, we received $91,667 by way of loan under a convertible note payable, $8,333 by way of loan under a convertible note payable – related party, $200 from the issuance of our common shares, $20,050 loan from a related party and repaid $6,571 to a related party. During the six months ended December 31, 2016, we received $90,000 by way of loan under a convertible note payable and $11,417 loan from a related party and repaid $10,309 to a related party.

The report of our auditors on our audited financial statements for the fiscal year ended June 30, 2017, contains a going concern qualification as we have suffered losses since our inception. We have not attained profitable operations and are dependent upon obtaining financing to pursue our business operations. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

17

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Financial Instruments 

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

The carrying values of cash, accounts receivable, prepaid expenses, accounts payable, and accruals approximate their fair value due to the short-term maturities of these instruments.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

18

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) pursuant to Rule 13a-15 under the 1934 Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports it files or submits under the 1934 Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management and the Company’s board of directors to allow timely decisions regarding required disclosure.

Based on this evaluation, it has been concluded that the design and operation of our disclosure controls and procedures are not effective since the following material weaknesses exist:

· Since inception our chief executive officer also functions as our chief financial officer. As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports.

· We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any material adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

· Documentation of all proper accounting procedures is not yet complete.

To the extent reasonably possible given our limited resources, as financial resources become available we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:

· Increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

19

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

To the best of the Company’s knowledge and belief, no legal proceedings are currently pending or threatened.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On January 5, 2018, the Company's Majority Stockholders adopted by written consent to approve the amendment to our articles of incorporation to increase our authorized common shares from 1,500,000,000 to 6,000,000,000 and to increase our authorized preferred shares from 5,000,000 to 60,000,000, to be effective on or about February 8, 2018. The Company filed and mailed a Definitive Schedule 14C, Information Statement on January 19, 2018 detailing the increase of authorized capital. Pursuant to the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Amendment may not be effected until at least 20 calendar days after the Information Statement is sent or given to the stockholders of the Company.

The Application for Amended Articles of Incorporation to increase the Company's authorized capital was filed with the South Dakota Secretary of State on February 14, 2018 and was effective on February 15, 2018.

  

20

Item 6. Exhibits

Exhibit Number	Description
(3)
3.1*	Application for Amended Articles of Incorporation
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1**	Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

_____________

* Filed herewith.

** Furnished herewith.

21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APPYEA, INC.
	(Registrant)
Dated: February 20, 2018	/s/ Douglas O. McKinnon
	Douglas O. McKinnon
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 22

EX-3.1

EXHIBIT 3.1 

 

 

 

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas O. McKinnon, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Appyea, Inc.;
2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 20, 2018

/s/ Douglas O. McKinnon

Douglas O. McKinnon

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas O. McKinnon, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Appyea, Inc. for the period ended December 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Appyea, Inc.

Dated: February 20, 2018	/s/ Douglas O. McKinnon
	Douglas O. McKinnon
	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Appyea, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Appyea, Inc. and will be retained by Appyea, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Feb. 16, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	APPYEA, INC
Entity Central Index Key	0001568969
Trading Symbol	apyp
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,145,531,606
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Current Assets:
Cash and cash equivalents	$ 10,087	$ 42,567
Total Current Assets	10,087	42,567
Fixed assets, net of accumulated depreciation of $237,570 and $218,826	20,300	39,044
Investment in equity method investee	25,000
TOTAL ASSETS	55,387	81,611
Current Liabilities:
Accounts payable and accrued liabilities	101,189	5,993
Accrued salary	176,000	128,000
Convertible loans and accrued interest, net of unamortized discounts of $154,465 and $87,240, respectively	104,267	174,904
Convertible loans and accrued interest - related party, net of unamortized discounts of $6,261 and $0, respectively	2,155	0
Due to related party	87,087	73,608
Derivative liability	440,701	114,316
Total Current Liabilities	911,399	496,821
Total Liabilities	911,399	496,821
Stockholders' Deficit:
Series A preferred stock, $0.0001 par value, 5,000,000 shares authorized, 5,000,000 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively	500	500
Common stock, $0.0001 par value, 1,500,000,000 shares authorized, 1,092,349,788 and 519,973,313 shares issued and outstanding at December 31, 2017 and June 30, 2017, respectively	109,235	51,997
Additional paid-in capital	4,698,533	4,210,156
Stock payable	62,727	105,000
Accumulated deficit	(5,727,007)	(4,782,863)
Total Stockholders' Deficit	(856,012)	(415,210)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 55,387	$ 81,611

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Statement of Financial Position [Abstract]
Accumulated depreciation of fixed assets (in dollars)	$ 237,570	$ 218,826
Convertible loans and accrued interest, unamortized discounts (in dollars)	154,465	87,240
Convertible loans and accrued interest - related party, net of unamortized discounts (in dollars)	$ 6,261	$ 0
Series A preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Series A preferred stock, shares authorized	5,000,000	5,000,000
Series A preferred stock, shares issued	5,000,000	5,000,000
Series A preferred stock, shares outstanding	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	1,092,349,788	519,973,313
Common stock, shares outstanding	1,092,349,788	519,973,313

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenues	$ 110	$ 139	$ 1,044	$ 541
Operating Expenses
Legal and professional fees	164,974	83,506	229,804	86,503
General and administrative	37,860	33,304	135,096	61,257
Depreciation	7,936	10,891	18,744	21,984
Total Operating Expenses	210,770	127,701	383,644	169,744
Loss from operations	(210,660)	(127,562)	(382,600)	(169,203)
Other Expense
Change in fair value of derivative liabilities	(215,751)	1,118	(349,988)	(1,060)
Interest expense	(111,100)	(5,989)	(211,556)	(5,989)
Net Other Expense	(326,851)	(4,871)	(561,544)	(7,049)
Net Loss	$ (537,511)	$ (132,433)	$ (944,144)	$ (176,252)
Net Loss Per Common Share: Basic and Diluted (in dollars per share)	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted (in shares)	944,991,968	467,874,049	805,777,397	464,270,788

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (944,144)	$ (176,252)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	18,744	21,984
Common stock issued for services	99,500	15,000
Convertible note issued for services		25,000
Amortization of debt discounts	171,514	4,119
Change in fair value of derivative liabilities	349,988	1,060
Changes in operating assets and liabilities:
Prepaid expenses		(34,333)
Accounts payable and accrued liabilities	95,196	404
Accrued salary	48,000	48,000
Accrued interest	40,043	1,870
Net Cash Used in Operating Activities	(121,159)	(93,148)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in equity method investee	(25,000)
Net cash used in Investing Activities	(25,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash and common stock payable	200
Proceeds from convertible notes payable, net of original issue discounts	91,667	90,000
Proceeds from convertible notes payable - related party, net of original issue discounts	8,333
Proceeds from related party	20,050	11,417
Repayment of loan to related party	(6,571)	(10,309)
Net cash provided by Financing Activities	113,679	91,108
Net cash decrease for period	(32,480)	(2,040)
Cash at beginning of period	42,567	14,637
Cash at end of period	10,087	12,597
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	0	0
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for conversion of debt and accrued interest	145,039
Resolution of derivative liability upon conversion of debt	258,603
Derivative liability recognized as debt discount	$ 235,000	$ 11,500

XML

NATURE OF OPERATIONS

6 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

AppYea, Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is in the development stage with no significant revenues and a limited operating history.

The Company incorporated a wholly-owned subsidiary, "The Diagnostic Centers Inc." in State of South Dakota on August 2, 2017.

On June 9, 2017, the Company entered into a Management Services Agreement (“MSA”) with The Diagnostic Group, LLC, A Delaware limited liability company (“TDG”) under the terms of which, the Company shall perform activities related to direct marketing of TDG products and services to healthcare providers. The initial term of the Agreement will be for thirty-six (36) months from the effective date. The MSA shall automatically renew for successive one (1) year terms, unless either Party gives the other Party ninety (90) days’ written notice of termination prior to the effective date of any renewal term, or unless the MSA is terminated earlier in accordance with Section 6 of the MSA. The Company will be paid for providing services to directly recruited customers at the rate of 35% of the Net Collected Revenue collected from non-federally funded payors by third party providers affiliated or contracted with TDG for ancillary services ordered by recruited customers less any lab specific costs related to any referred samples and/or services and less any refunds or chargebacks. The Company will be paid by the 15th of each month for Net Collected Revenue from the previous month.

The Company's common stock is traded on the OTC Markets (www.otcmarkets.com) under the symbol "APYP". The first day of trading on the OTC Markets was December 15, 2014.

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Dec. 31, 2017

Fair Value of Financial Instruments

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the company’s management, the accompanying unaudited interim financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the company as of December 31, 2017 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended December 31, 2017 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included in the company’s Annual Report on Form 10-K for the year ended June 30, 2017 filed with the SEC on October 13, 2017.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

Principles of Consolidation

The consolidated financial statements include the accounts of AppYea and its subsidiary. Intercompany transactions and balances have been eliminated.

Equity Method Investment

The Company owns membership interests of 5% in an LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at December 31, 2017. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. On a combined basis, the assets, liabilities, revenues and expenses of the entity was not significant during the three months ended December 31, 2017.

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at December 31, 2017 and June 30, 2017, measured at fair value on a recurring basis:

December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	440,701	$	440,701
June 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	114,316	$	114,316

XML

GOING CONCERN AND LIQUIDITY

6 Months Ended

Dec. 31, 2017

Going Concern And Liquidity [Abstract]

GOING CONCERN AND LIQUIDITY

3. GOING CONCERN AND LIQUIDITY

At December 31, 2017, the Company had cash of $10,087 and current liabilities of $911,399 and a working capital deficit of $856,012. The Company has generated net losses since inception. The Company anticipates future losses in its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that this series of events will be satisfactorily completed.

XML

FIXED ASSETS

6 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

FIXED ASSETS

4. FIXED ASSETS

As at December 31, 2017 and June 30, 2017, the balance of fixed assets represented a vehicle and mobile application software as follows:

	December 31,			June 30,
	2017			2017
Mobile applications	$	257,870		$	257,870
Accumulated depreciation		(237,570	)		(218,826	)
Fixed assets, net	$	20,300		$	39,044

Depreciation expense for the six months ended December 31, 2017 and 2016 was $18,744 and $21,984, respectively.

XML

CONVERTIBLE LOANS

6 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

CONVERTIBLE LOANS

5. CONVERTIBLE LOANS

At December 31, 2017 and June 30, 2017, convertible loans consisted of the following:

	December 31,			June 30,
	2017			2017
March 2015 Note	$	-		$	-
November 2016 Note -1		140,802			246,833
November 2016 Note -2		-			4,044
Convertible notes -Issued in fiscal year 2018		101,667			-
Total convertible notes payable		242,469			250,877
Accrued interest		16,263			11,267
Less: Unamortized debt discount		(154,465	)		(87,240	)
Total convertible notes		104,267			174,904
Less: current portion of convertible notes		104,267			174,904
Long-term convertible notes	$	-		$	-

During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $169,442 and $4,119, respectively.

March 2015 Note

On March 13, 2015, the Company issued a $10,000 convertible promissory note payable. The unsecured convertible promissory note payable is due upon demand and carries an interest rate of 12% per annum. The note payable is convertible at the option of the holder, at 50% of the lowest traded price for the 60 days preceding conversion as posted on the OTC Markets or on such US National Exchange upon which the Company may be listed. Effective March 13, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (March 13, 2015) at $14,552 using the Black Scholes valuation model. $10,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $4,552 of the value assigned to the derivative liability was expensed on the issue date of the convertible note.

As of December 31, 2017 and June 30, 2017, the outstanding principal balance of the note was $0, the note had accrued interest of $454 and an unamortized debt discount of $0.

November 2016 Note 1

On November 15, 2016, the Company entered into four separate agreements with Greentree Financial Group, Inc., consisting of a Financial Advisory Agreement, a Loan Agreement, a Convertible Promissory Note, and a Warrant.

The Loan Agreement allows for the Company to borrow up to $250,000 from Greentree, which will be evidenced by various promissory notes, which will automatically mature 12 months from the date of applicable Note, will accrue interest at a rate of 12% per annum, and will include an original issuance discount (“OID”) of 10%. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. Note may not be converted prior to 6 months from its issuance. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted. An initial promissory note of $100,000 was issued on November 15, 2016.

The warrant issued to Greentree allows for the purchase of up to 5,000,000 shares of the Company’s common stock for a three year period, expiring on November 15, 2019, with an exercise price of $0.03 per share. The warrants also contain a cashless exercise feature, based on a cashless exercise formula.

The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note.

On January 26, 2017 and June 30, 2017, the Company issued convertible note of $75,000 and $75,000 according to the loan agreement on November 15, 2016.

During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $138,839 into 409,194,657 shares of common stock. The corresponding derivative liability at the date of conversion of $241,694 was credited to additional paid in capital.

During the six months ended December 31, 2017, a total of $19,000 note principal was assigned to two lenders under the same term and conversion price.

November 2016 Note 2

On November 15, 2016, the Company also issued note of $25,000 for a financial advisory service, which will automatically mature 6 months from the date of applicable Note, will accrue interest at a rate of 12% per annum. In addition, the promissory notes will be convertible at a price equal to 55% of the lowest trading price during the 10 trading days immediately prior to a conversion date. The conversion price shall not be lower than $0.0001. There is a 10% prepayment penalty associated with each of the promissory notes. Each promissory note conversion shall result in $1,500 being added to the principal of each promissory note converted.

During the six months ended December 31, 2017, the Company converted notes with principal amounts and accrued interest of $6,200 into 28,181,818 shares of common stock. The corresponding derivative liability at the date of conversion of $16,909 was credited to additional paid in capital.

During the six months ended December 31, 2017, a total of $4,044 note principal was assigned to a lender under the same term and conversion price.

Promissory Notes - Issued in fiscal year 2018

During the six months ended December 31, 2017, the Company issued a total of $101,667 note with the following terms:

· Terms ranging from 6 months to 9 months.

· Annual interest rates of 8 - 12%.

· Convertible at the option of the holders at issuance.

· Conversion prices are typically based on the discounted (45% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion.

Certain notes allow the Company to redeem the notes at rates ranging from 135% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the note includes original issue discounts totaling to $10,000 and the Company received cash of $91,667.

The Company identified conversion features embedded within certain notes and warrants issued during the period ended December 31, 2017. The Company has determined that the conversion feature of the Notes represents an embedded derivative since the conversion price is variable and the Notes include a reset provision which could cause adjustments upon conversion. Accordingly, the Notes are not considered to be conventional debt and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The warrants are exercisable into 42,500,000 shares of common stock, for a period of five years from issuance, at a price of $0.0005 per share. As a result of the reset features, the warrants increased by 54,090,909 and the total warrants exercisable into 96,590,909 shares of common stock at $0.00022 per share. The reset feature of warrants associated with this convertible note was effective at the time that a separate convertible note with lower exercise price was issued. We accounted for the issuance of the Warrants as a derivative.

Warrants

A summary of activity during the six months ended December 31, 2017 follows:

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Outstanding, June 30, 2017		5,000,000	$	0.03
Granted		42,500,000		0.0005
Reset feature		54,090,909		0.0002
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, December 31, 2017		101,590,909	$	0.0017

The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2017:

Warrants Outstanding					Warrants Exercisable
Number of	Weighted Average Remaining		Weighted Average		Number of		Weighted Average
Shares	Contractual life (in years)		Exercise Price		Shares		Exercise Price
5,000,000		1.87	$	0.03		5,000,000	$	0.03
96,590,909		4.79	$	0.0002		96,590,909	$	0.0002
101,590,909		2.32	$	0.0017		101,590,909	$	0.0017

XML

CONVERTIBLE LOANS - RELATED PARTY

6 Months Ended

Dec. 31, 2017

Convertible Loans Related Party [Abstract]

CONVERTIBLE LOANS - RELATED PARTY

6. CONVERTIBLE LOANS – RELATED PARTY

At December 31, 2017 and June 30, 2017, convertible loan – related party consisted of the following:

	December 31,			June 30,
	2017			2017
Convertible notes - related party -Issued in fiscal year 2018		8,333			-
Total convertible notes payable		8,333			-
Accrued interest -related party		83			-
Less: Unamortized debt discount - related party		(6,261	)		-
Total convertible notes		2,155			-
Less: current portion of convertible notes - related party		2,155			-
Long-term convertible notes	$	-		$	-

During the six months ended December 31, 2017 and 2016, the Company recognized amortization of discount, included in interest expense, of $2,072 and $0, respectively.

Promissory Notes - Issued in fiscal year 2018

During the six months ended December 31, 2017, the Company issued a total of $8,333 note with the following terms:

· Terms of 6 months.

· Annual interest rates of 8%.

· Convertible at the option of the holders at issuance.

· Conversion prices are typically based on the discounted (45% discount) average closing prices of the Company’s shares during 20 days prior to conversion.

The Company received cash of $8,333.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note.

The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended January 31, 2017 amounted to $9,371. $8,333 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,038 was recognized as a “day 1” derivative loss.

XML

DERIVATIVE LIABILITIES

6 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITIES

7. DERIVATIVE LIABILITIES

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

At December 31, 2017, the estimated fair values of the liabilities measured on a recurring basis are as follows:

	Six months ended		Year Ended
	December 31, 2017		June 30, 2017
Expected term	0.04 - 5.00 years		0.38 - 2.38 years
Expected average volatility	173%-488%		235%-288%
Expected dividend yield		-		-
Risk-free interest rate	0.96%-2.20%		1.14%-1.38%

The following table summarizes the changes in the derivative liabilities during the six months ended December 31, 2017:

Balance - June 30, 2017	$	114,316
Addition of new derivatives recognized as debt discounts		235,000
Addition of new derivatives recognized as loss on derivatives		407,488
Settled on issuance of common stock		(258,603	)
Gain on change in fair value of the derivative		(57,500	)
Balance – December 31, 2017	$	440,701

The aggregate loss on derivatives during the six months ended December 31, 2017 and 2016 was $349,988 and $1,060.

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Leases and Long term Contracts

The Company has not entered into any long-term leases, contracts or commitments.

Legal

To the best of the Company's knowledge and belief, no legal proceedings are currently pending or threatened.

During 2017, the Company entered into discussions regarding a proposed merger with Decision Diagnostics Corporation (“DECN”) and entered into a Preliminary Agreement Leading to a Triangular Merger (“Merger Agreement”). The Company determined that the Merger Agreement was not in the best interest of its Shareholders and terminated the Merger Agreement. In order to resolve any potential disputes or claims, the Company entered into a Settlement Agreement and Release (“Settlement”).

DECN shall forever release and discharge, any and all claims or demands, of any type or description, whether known or unknown, that have been asserted or could have been asserted against the Company and shall further forever release and discharge the Company, from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise) (collectively the “Claims”), arising by reason of any act, omission, transaction or occurrence which DECN ever had or now has against the Company existing on, after, or prior to the execution date of the Settlement Agreement. DECN further agrees to indemnify the Company to the fullest extent of the law with respect to any violation by DECN of the releases and discharges given hereunder.

According to the Settlement, the Company issued 75,000,000 shares of common stock in October 2017. During the six months ended December 31, 2017, the Company recorded settlement expense of $67,500.

Rent

As of January 30, 2013, the Company leases office space at $200 per month with three-month terms, which shall be automatically extended for successive three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days’ notice prior to expiration of an applicable term. For the six months ended December 31, 2017 and 2016, the Company incurred $1,238 and $1,215, respectively.

XML

SHAREHOLDERS' EQUITY

6 Months Ended

Dec. 31, 2017

Equity [Abstract]

SHAREHOLDERS' EQUITY

9. SHAREHOLDERS' EQUITY

Series A Preferred Stock

The Company is authorized to issue 5,000,000 shares of Series A Preferred Stock at a par value of $0.0001.

Each Series A preferred share is convertible into 1,500 shares of common stock and has the voting rights of 1,000 shares of common stock.

As at December 31, 2017 and June 30, 2017, 5,000,000 shares of the Company's Series A Preferred Stock were issued and outstanding.

Common Stock

During the six months ended December 31, 2017, the Company issued common shares, as follows:

· an aggregate of 437,376,475 common shares were issued for the conversion of debt and accrued interest of $145,039, and released derivative liabilities of $258,603 to paid-in capital

· 30,000,000 common shares were issued for cash of $200 and reduction in common stock payable of $57,273

· 75,000,000 common shares were issued with a fair value of $67,500 according to the settlement (Note8).

· 30,000,000 common shares were issued with a fair value of $17,000 for consulting services

As at December 31, 2017 and June 30, 2017, 1,092,349,788 and 519,973,313 shares of the Company's common stock were issued and outstanding, respectively.

Stock payable

The Company had insufficient authorized shares as of June 30, 2017 and as a result, the Company had $105,000 in stock payable for which it is obligated to issue 55,000,000 shares of common stock for consulting services. During the six months ended December 31, 2017 the company issued 30,000,000 common shares for cash of $200 and reduced common stock payable by $57,273.

As of December 31, 2017, the Company had $47,727 in stock payable for which it is obligated to issue 25,000,000 shares of common stock for consulting services.

On November 13, 2017, the Company entered into a consulting agreement with a third party for the term of 5 years with a consideration of an issuance of 40,000,000 shares of common stock valued at $20,000. The share shall be issued in two tranches with first tranche of 10,000,000 shares being due at signing of this agreement and an additional 30,000,000 shares are due on the 3 months anniversary of this agreement. During the six months ended December 31, 2017, the Company issued 10,000,000 shares with a fair value of $5,000. As of December 31, 2017, the Company had $15,000 in stock payable for which it is obligated to issued 30,000,000 shares of common stock for consulting services.

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

In March 2016, the Company appointed current CEO and approved a base compensation package of $8,000 per month for CEO. As of December 31, 2017, and June 30, 2017, the Company recorded accrued salary of $176,000 and $128,000, respectively.

During the six months ended December 31, 2017, the Company borrowed a total amount of $20,050 from Evergreen Venture Partners LLC (“EVP”), which the CEO is the majority owner, and repaid $6,571. This loan is a non-interest bearing and due on demand. As of December 31, 2017, and June 30, 2017, the Company owed EVP, a related party $87,087 and $73,608, respectively.

XML

SUBSEQUENT EVENTS

6 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

On January 16, 2018, the Company amended the conversion rate of Securities Purchase Agreement dated July 15, 2016 and effective as of March 7, 2016 in which Douglas O. McKinnon, the current CEO, agreed to accrue his base compensation until paid in cash or restricted shares of common stock of the Company. The Agreement called for the conversion rate to “be equal to the most recent convertible note of the Company” if paid in restricted common stock and it is amended to the conversion rate to” the lesser (1) the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of October 13, 2017 or (2) 55% multiplied by the lowest trading price during the 25 trading day period ended on the latest complete trading day prior to conversion date”.

On February 2, 2018, the Company issued 53,181,818 shares of common stock for conversion of debt and accrued interest of $8,775.

On February 15, 2018, the Company submitted for approval, a Certificate of Amendment with the state of South Dakota, to the Company’s Articles of Incorporation, to increase in the number of authorized shares of its common stock from 1,500,000,000 to 6,000,000,000, par value $0.0001 and to increase the number of authorized Series A Preferred Stock from 5,000,000 to 60,000,000, par value $0.0001.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)

6 Months Ended

Dec. 31, 2017

Fair Value of Financial Instruments

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of AppYea and its subsidiary. Intercompany transactions and balances have been eliminated.

Equity Method Investment

Equity Method Investment

The Company owns membership interests of 5% in an LLC. The Company accounts for its interest in this entity using the equity method. The Company’s investment in this entity was $25,000 at December 31, 2017. Under the equity method of accounting, the Company records the investment at cost. The Company’s investment in the entity is increased by additional contributions to the entity as well as its proportionate share of earnings in the entity. Conversely, the Company’s investment is decreased by distributions made by the Company and by its proportionate share of losses. On a combined basis, the assets, liabilities, revenues and expenses of the entity was not significant during the three months ended December 31, 2017.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The following table summarizes fair value measurements by level at December 31, 2017 and June 30, 2017, measured at fair value on a recurring basis:

December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	440,701	$	440,701
June 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	114,316	$	114,316

XML

SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Dec. 31, 2017

Fair Value of Financial Instruments

Schedule of fair value measurements of financial instruments

December 31, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	440,701	$	440,701
June 30, 2017	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative liabilities	$	-	$	-	$	114,316	$	114,316

XML

FIXED ASSETS (Tables)

6 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of fixed assets

	December 31,			June 30,
	2017			2017
Mobile applications	$	257,870		$	257,870
Accumulated depreciation		(237,570	)		(218,826	)
Fixed assets, net	$	20,300		$	39,044

XML

CONVERTIBLE LOANS (Tables)

6 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Schedule of convertible loans

	December 31,			June 30,
	2017			2017
March 2015 Note	$	-		$	-
November 2016 Note -1		140,802			246,833
November 2016 Note -2		-			4,044
Convertible notes -Issued in fiscal year 2018		101,667			-
Total convertible notes payable		242,469			250,877
Accrued interest		16,263			11,267
Less: Unamortized debt discount		(154,465	)		(87,240	)
Total convertible notes		104,267			174,904
Less: current portion of convertible notes		104,267			174,904
Long-term convertible notes	$	-		$	-

Schedule of warrants activity

	Warrants Outstanding
			Weighted Average
	Shares		Exercise Price
Outstanding, June 30, 2017		5,000,000	$	0.03
Granted		42,500,000		0.0005
Reset feature		54,090,909		0.0002
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, December 31, 2017		101,590,909	$	0.0017

Schedule of outstanding and exercisable warrants

Warrants Outstanding					Warrants Exercisable
Number of	Weighted Average Remaining		Weighted Average		Number of		Weighted Average
Shares	Contractual life (in years)		Exercise Price		Shares		Exercise Price
5,000,000		1.87	$	0.03		5,000,000	$	0.03
96,590,909		4.79	$	0.0002		96,590,909	$	0.0002
101,590,909		2.32	$	0.0017		101,590,909	$	0.0017

XML

CONVERTIBLE LOANS - RELATED PARTY (Tables)

6 Months Ended

Dec. 31, 2017

Convertible Loans Related Party [Abstract]

Schedule of convertible loan-related party

	December 31,			June 30,
	2017			2017
Convertible notes - related party -Issued in fiscal year 2018		8,333			-
Total convertible notes payable		8,333			-
Accrued interest -related party		83			-
Less: Unamortized debt discount - related party		(6,261	)		-
Total convertible notes		2,155			-
Less: current portion of convertible notes - related party		2,155			-
Long-term convertible notes	$	-		$	-

XML

DERIVATIVE LIABILITIES (Tables)

6 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of estimated fair values of the liabilities measured on a recurring basis

	Six months ended		Year Ended
	December 31, 2017		June 30, 2017
Expected term	0.04 - 5.00 years		0.38 - 2.38 years
Expected average volatility	173%-488%		235%-288%
Expected dividend yield		-		-
Risk-free interest rate	0.96%-2.20%		1.14%-1.38%

Schedule of changes in the derivative liabilities

Balance - June 30, 2017	$	114,316
Addition of new derivatives recognized as debt discounts		235,000
Addition of new derivatives recognized as loss on derivatives		407,488
Settled on issuance of common stock		(258,603	)
Gain on change in fair value of the derivative		(57,500	)
Balance – December 31, 2017	$	440,701

XML

NATURE OF OPERATIONS (Detail Textuals)	Jun. 09, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Percentage of net collected revenue paid to recruited customers	35.00%

XML

SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring basis - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Assets
Assets	$ 0	$ 0
Liabilities
Derivative liabilities credited to additional paid in capital	440,701	114,316
Level 1
Assets
Assets	0	0
Liabilities
Derivative liabilities credited to additional paid in capital	0	0
Level 2
Assets
Assets	0	0
Liabilities
Derivative liabilities credited to additional paid in capital	0	0
Level 3
Assets
Assets	0	0
Liabilities
Derivative liabilities credited to additional paid in capital	$ 440,701	$ 114,316

XML

SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	Dec. 31, 2017 USD ($)
Fair Value of Financial Instruments
Equity method investment ownership percentage	5.00%
Amount of investment in entity	$ 25,000

XML

GOING CONCERN AND LIQUIDITY (Detail Textuals) - USD ($)	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Going Concern And Liquidity [Abstract]
Cash	$ 10,087	$ 42,567	$ 12,597	$ 14,637
Current liabilities	911,399	$ 496,821
Working capital deficit	$ (856,012)

XML

FIXED ASSETS - Fixed assets balance of mobile application software (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Mobile applications	$ 257,870	$ 257,870
Accumulated depreciation	(237,570)	(218,826)
Fixed assets, net	$ 20,300	$ 39,044

XML

FIXED ASSETS (Detail Textuals) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7,936	$ 10,891	$ 18,744	$ 21,984

XML

CONVERTIBLE LOANS (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Short-term Debt [Line Items]
Total convertible notes payable	$ 242,469	$ 250,877
Accrued interest	16,263	11,267
Less: Unamortized debt discount	(154,465)	(87,240)
Total convertible notes	104,267	174,904
Less: current portion of convertible notes	104,267	174,904
Long-term convertible notes	0	0
Convertible promissory note payable | March 2015 Note
Short-term Debt [Line Items]
Total convertible notes payable	0	0
Accrued interest	454	454
Less: Unamortized debt discount	0	0
Convertible promissory note payable | November 2016 Note -1
Short-term Debt [Line Items]
Total convertible notes payable	140,802	246,833
Convertible promissory note payable | November 2016 Note -2
Short-term Debt [Line Items]
Total convertible notes payable	0	4,044
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018
Short-term Debt [Line Items]
Total convertible notes payable	$ 101,667	$ 0

XML

CONVERTIBLE LOANS (Details 1)	6 Months Ended
	Dec. 31, 2017 $ / shares shares
Warrant Outstanding, Shares
Outstanding, June 30, 2017 | shares	5,000,000
Granted | shares	42,500,000
Reset feature | shares	54,090,909
Exercised | shares	0
Forfeited/canceled | shares	0
Outstanding, December 31, 2017 | shares	101,590,909
Warrant Outstanding, Weighted Average Exercise Price
Outstanding, June 30, 2017 | $ / shares	$ 0.03
Granted | $ / shares	0.0005
Reset feature | $ / shares	0.0002
Exercised | $ / shares	0
Forfeited/canceled | $ / shares	0
Outstanding, December 31, 2017 | $ / shares	$ 0.0017

XML

CONVERTIBLE LOANS (Details 2) - $ / shares	6 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Class of Warrant or Right [Line Items]
Warrants Outstanding, Number of Shares	101,590,909	5,000,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	2 years 3 months 26 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0017	$ 0.03
Warrants Exercisable, Number of Shares	101,590,909
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0017
Warrant One
Class of Warrant or Right [Line Items]
Warrants Outstanding, Number of Shares	5,000,000
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	1 year 10 months 13 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.03
Warrants Exercisable, Number of Shares	5,000,000
Warrants Exercisable, Weighted Average Exercise Price	$ 0.03
Warrant Two
Class of Warrant or Right [Line Items]
Warrants Outstanding, Number of Shares	96,590,909
Warrants Outstanding, Weighted Average Remaining Contractual life (in years)	4 years 9 months 15 days
Warrants Outstanding, Weighted Average Exercise Price	$ 0.0002
Warrants Exercisable, Number of Shares	96,590,909
Warrants Exercisable, Weighted Average Exercise Price	$ 0.0002

XML

CONVERTIBLE LOANS (Detail Textuals)		1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 13, 2015 USD ($) Day	Nov. 15, 2016 USD ($) Agreement Day $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($) Lender $ / shares shares	Dec. 31, 2016 USD ($)	Jun. 30, 2017 USD ($) $ / shares	Jan. 26, 2017 USD ($)
Short-term Debt [Line Items]
Amortization of discount, included in interest expense					$ 169,442	$ 4,119
Convertible promissory note payable, issued			$ 19,000		19,000
Convertible note issued for services						25,000
Interest expense			111,100	$ 5,989	211,556	5,989
Amortization of debt discounts					171,514	4,119
Outstanding principle balance of debt			104,267		104,267		$ 174,904
Accrued interest			16,263		16,263		11,267
Convertible loans and accrued interest, unamortized discounts (in dollars)			154,465		154,465		87,240
Amount of derivative liability credited to additional paid in capital					(258,603)
Change in fair value of derivative liabilities			(215,751)	$ 1,118	(349,988)	(1,060)
Total convertible notes payable			$ 104,267		$ 104,267		$ 174,904
Terms of rang					6 months
Proceeds from convertible notes payable, net of original issue discounts					$ 91,667	$ 90,000
Warrant or right exercisable of common stock Shares | shares			42,500,000		42,500,000
Warrant or right Exercisable price per share | $ / shares					$ 0.0005
Exercise price of warrants | $ / shares			$ 0.0017		$ 0.0017		$ 0.03
Number of increased in reset features warrants | shares					54,090,909
Warrants exercisable common stock per share | $ / shares					$ 0.0002
Warrants exercisable period					5 years
Number of lender for notes payable principal assignment | Lender					2
Total convertible notes payable			$ 242,469		$ 242,469		$ 250,877
Warrants Exercisable, Number of Shares | shares					101,590,909
Warrant Two
Short-term Debt [Line Items]
Exercise price of warrants | $ / shares			$ 0.0002		$ 0.0002
Warrants Exercisable, Number of Shares | shares					96,590,909
Convertible promissory note payable
Short-term Debt [Line Items]
Amount of principal amounts and accrued interest			$ 10,000
Debt conversion of debt discount			45.00%		45.00%
Convertible promissory note payable | Minimum
Short-term Debt [Line Items]
Terms of rang					6 months
Percentage of debt instrument redemption					135.00%
Convertible promissory note payable | Maximum
Short-term Debt [Line Items]
Terms of rang					9 months
Percentage of debt instrument redemption					150.00%
Convertible promissory note payable | March 2015 Note
Short-term Debt [Line Items]
Convertible promissory note payable, issued	$ 10,000
Debt discount on convertible debenture					$ 10,000
Interest rate	12.00%
Discount percentage of lowest traded price	50.00%
Number of trading days for lowest traded price | Day	60
Conversion features, value	$ 14,552
Valuation techniques	Black Scholes valuation model
Derivative liabilities credited to additional paid in capital	$ 4,552
Accrued interest			$ 454		454		454
Convertible loans and accrued interest, unamortized discounts (in dollars)			0		0		0
Total convertible notes payable			0		0		0
Convertible promissory note payable | November 2016 Note -1
Short-term Debt [Line Items]
Convertible promissory note payable, issued							75,000	$ 75,000
Amount of principal amounts and accrued interest					$ 138,839
Number of notes converted into common stock | shares					409,194,657
Amount of derivative liability credited to additional paid in capital					$ 241,694
Total convertible notes payable			140,802		140,802		246,833
Convertible promissory note payable | November 2016 Note -1 | Minimum
Short-term Debt [Line Items]
Value of lowest conversion price | $ / shares		$ 0.0001
Convertible promissory note payable | November 2016 Note -1 | Greentree Financial Group, Inc
Short-term Debt [Line Items]
Convertible promissory note payable, issued		$ 250,000
Interest rate		12.00%
Discount percentage of lowest traded price		55.00%
Number of trading days for lowest traded price | Day		10
Value of lowest conversion price | $ / shares		$ 0.0001
Note convertible, threshold consecutive period		6 months
Conversion features, value		$ 1,500
Percentage of issuance discount on note		10.00%
Percentage of prepayment penalty with each promissory note conversion		10.00%
Notes Issued		$ 100,000
Convertible note issued for services		$ 25,000
Valuation techniques		Black Scholes valuation mode
Number of common stock called by warrants | shares		5,000,000
Number of agreement | Agreement		4
Exercise price of warrants | $ / shares		$ 0.03
Convertible promissory note payable | November 2016 Note -2
Short-term Debt [Line Items]
Convertible promissory note payable, issued		$ 25,000
Interest rate		12.00%
Discount percentage of lowest traded price		55.00%
Number of trading days for lowest traded price | Day		10
Note convertible, threshold consecutive period		6 months
Conversion features, value		$ 1,500
Percentage of prepayment penalty with each promissory note conversion		10.00%
Valuation techniques		Black Scholes valuation mode
Amount of principal amounts and accrued interest					$ 6,200
Number of notes converted into common stock | shares					28,181,818
Amount of derivative liability credited to additional paid in capital					$ 16,909
Total convertible notes payable			0		0		4,044
Convertible promissory note payable | November 2016 Note -2 | Lender
Short-term Debt [Line Items]
Convertible promissory note payable, issued			$ 4,044		$ 4,044
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018
Short-term Debt [Line Items]
Debt conversion of debt discount			45.00%		45.00%
Total convertible notes payable			$ 101,667		$ 101,667		$ 0
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | Minimum
Short-term Debt [Line Items]
Interest rate			8.00%		8.00%
Convertible promissory note payable | Convertible notes -Issued in fiscal year 2018 | Maximum
Short-term Debt [Line Items]
Interest rate			12.00%		12.00%

XML

CONVERTIBLE LOANS - RELATED PARTY (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Convertible Loans Related Party [Abstract]
Convertible notes - related party - Issued in fiscal year 2018	$ 8,333	$ 0
Total convertible notes payable	8,333	0
Accrued interest -related party	83	0
Less: Unamortized debt discount - related party	(6,261)	0
Total convertible notes	2,155	0
Less: current portion of convertible notes - related party	2,155	0
Long-term convertible notes	$ 0	$ 0

XML

CONVERTIBLE LOANS - RELATED PARTY (Detail Textuals) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Jan. 31, 2017
Short-term Debt [Line Items]
Amortization of debt discounts	$ 171,514	$ 4,119
Proceeds from issuance of promissory notes	$ 8,333
Term of promissory notes	6 months
Annual interest rate	8.00%
Discounted conversion rate on average closing price	45.00%
Fair value of derivative liability			$ 9,371
Derivative liability recognized as debt discount to notes	$ 8,333
Derivative loss		1,038
CONVERTIBLE LOANS - RELATED PARTY
Short-term Debt [Line Items]
Amortization of debt discounts	$ 2,072	$ 0

XML

DERIVATIVE LIABILITIES (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Derivative [Line Items]
Expected dividend yield	0.00%	0.00%
Minimum
Derivative [Line Items]
Expected term	15 days	4 months 17 days
Expected average volatility	173.00%	235.00%
Risk-free interest rate	0.96%	1.14%
Maximum
Derivative [Line Items]
Expected term	5 years	2 years 4 months 17 days
Expected average volatility	488.00%	288.00%
Risk-free interest rate	2.20%	1.38%

XML

DERIVATIVE LIABILITIES (Details 1)	6 Months Ended
	Dec. 31, 2017 USD ($)
Derivative Liabilities Roll Forward
Balance - June 30, 2017	$ 114,316
Addition of new derivatives recognized as debt discounts	235,000
Addition of new derivatives recognized as loss on derivatives	407,488
Settled on issuance of common stock	(258,603)
Gain on change in fair value of the derivative	(57,500)
Balance - December 31, 2017	$ 440,701

XML

DERIVATIVE LIABILITIES (Detail Textuals) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Aggregate loss on derivatives	$ (215,751)	$ 1,118	$ (349,988)	$ (1,060)

XML

COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($)	1 Months Ended		6 Months Ended
	Oct. 31, 2017	Jan. 30, 2013	Dec. 31, 2017	Dec. 31, 2016
Commitments And Contingencies [Line Items]
Common stock, shares issued	75,000,000		30,000,000
Settlement expense			$ 67,500
Lease and rental expense		$ 200	$ 1,238	$ 1,215
Leases, term of contract		3 months
Description of lease term		Three-month terms, which shall be automatically extended for successive three-month periods unless there is the notice to cancel. The lease can be cancelled at any time by either party with 30 days' notice prior to expiration of an applicable term.

XML

SHAREHOLDERS' EQUITY (Detail Textuals) - USD ($)		1 Months Ended	6 Months Ended
	Nov. 13, 2017	Oct. 31, 2017	Dec. 31, 2017	Jun. 30, 2017
Shareholders Equity [Line Items]
Series A preferred stock, shares authorized			5,000,000	5,000,000
Series A preferred stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Convertible preferred stock, number of shares issued on conversion			1,500
Convertible preferred stock, voting rights			Voting rights of 1,000 shares of common stock
Common stock, shares issued for cash			30,000,000
Amount of common stock issued for cash			$ 200
Stock issued period for common stock payable			$ 57,273
Series A preferred stock, shares issued			5,000,000	5,000,000
Series A preferred stock, shares outstanding			5,000,000	5,000,000
Common stock, shares authorized			1,500,000,000	1,500,000,000
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Common stock, shares issued			1,092,349,788	519,973,313
Common stock, shares outstanding			1,092,349,788	519,973,313
Stock payable, common shares			$ 62,727	$ 105,000
Stock payable, common shares (in shares)			25,000,000
Number of common shares issued for conversion of debt and accrued interest			437,376,475
Amount of common shares issued for conversion of debt and accrued interest			$ 145,039
Released derivative liabilities to paid-in capital			258,603
Stock payable for service			$ 105,000
Number of shares payable for service			55,000,000
Settlement expense			$ 67,500
Number of common stock issued for services		75,000,000	30,000,000
Amount of common stock issued for services			$ 17,000
Due on signing of agreement
Shareholders Equity [Line Items]
Number of common stock issued for services			10,000,000
3 months anniversary of agreement
Shareholders Equity [Line Items]
Number of common stock issued for services			5,000
Consulting agreement
Shareholders Equity [Line Items]
Stock payable, common shares			$ 15,000
Stock payable, common shares (in shares)			30,000,000
Number of common stock issued for services	40,000,000
Amount of common stock issued for services	$ 20,000
Initial term of Management Services Agreement	5 years

XML

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)	1 Months Ended	6 Months Ended
	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Related Party Transaction [Line Items]
Accrued salaries		$ 176,000		$ 128,000
Proceeds from convertible notes payable - related party, net of original issue discounts		20,050	$ 11,417
Repayment to EVP		6,571	$ 10,309
Amount owed to Evergreen Venture Partners LLC ("EVP")		$ 87,087		$ 73,608
CEO
Related Party Transaction [Line Items]
Base compensation package per month	$ 8,000

XML

SUBSEQUENT EVENTS (Detail Textuals) - USD ($)		1 Months Ended
	Feb. 02, 2018	Jan. 16, 2018	Feb. 15, 2018	Dec. 31, 2017	Jun. 30, 2017
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares authorized				1,500,000,000	1,500,000,000
Series A preferred stock, par value (in dollars per share)				$ 0.0001	$ 0.0001
Series A preferred stock, shares authorized				5,000,000	5,000,000
Subsequent Event
Subsequent Event [Line Items]
Shares of common stock for conversion of debt and accrued interest	53,181,818
Amount of principal amounts and accrued interest	$ 8,775
Purchase Agreement, Description		The Agreement called for the conversion rate to "be equal to the most recent convertible note of the Company" if paid in restricted common stock and it is amended to the conversion rate to" the lesser (1) the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of October 13, 2017 or (2) 55% multiplied by the lowest trading price during the 25 trading day period ended on the latest complete trading day prior to conversion date".
Common stock, par value (in dollars per share)			$ 0.0001
Common stock, shares authorized			60,000,000
Series A preferred stock, par value (in dollars per share)			$ 0.0001
Series A preferred stock, shares authorized			6,000,000,000