10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

or

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

For the transition period from ________ to ________

Commission File No. 000-32389

APPLE iSPORTS GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0126444
(State or other jurisdiction of	(I.R.S. employer
incorporation or formation)	Identification No.)

100 Spectrum Center Dr.

Suite 900

Irvine, CA 92612

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +613 8393 1459

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒     No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

As of the last business day of the Issuer’s most recently completed second fiscal quarter, June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $128,357,298.

As of April 1, 2025, there were 219,715,851 shares of Common Stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: 

None

Table of Contents

			PAGE
PART I
	Item 1.	Business		4
	Item 1A.	Risk Factors		13
	Item 1B.	Unresolved Staff Comments		23
	Item 2.	Properties		24
	Item 3.	Legal Proceedings		24
	Item 4.	Mine Safety Disclosures		24
PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		25
	Item 6	[Reserved]		26
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		30
	Item 8.	Financial Statements		F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		31
	Item 9A.	Controls and Procedures		31
	Item 9B.	Other Information		32
PART III
	Item 10.	Directors, Executive Officers, and Corporate Governance		33
	Item 11.	Executive Compensation		34
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		37
	Item 14.	Principal Accountant Fees and Services		37
	Item 15.	Exhibits, Financial Statement Schedules		38
SIGNATURES				40
CERTIFICATIONS

2

PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Registrant’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Registrant. Although the Registrant believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Registrant or any other person that the objectives and plans of the Registrant will be achieved.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

☐ Market acceptance of our products and services;

☐ Competition from existing products or new products that may emerge;

☐ The implementation of our business model and strategic plans for our business and our products;

☐ Estimates of our future revenue, expenses, capital requirements and our need for financing;

☐ Our financial performance;

☐ Current and future government regulations regarding the sports betting industry;

☐ Developments relating to our competitors; and

☐ Other risks and uncertainties, including those listed under the section titled “Risk Factors.”

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

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USE OF DEFINED TERMS

Except where the context otherwise requires and for the purposes of this report only:

· “we,” “us,” “our company,” “our” and “Company” refer to the combined business of Apple iSports Group, Inc., a Nevada corporation, and its consolidated subsidiaries;

· “AiS” or “Subsidiary” refers to Apple iSports, Inc., a Delaware corporation, and its subsidiary AiS Australia;

· “AiS Australia” refers to Apple iSports Australia Pty Ltd., an Australian company;

· “SEC” refers to the United States Securities and Exchange Commission;

· “AUD” refers to the Australian dollar;

· “U.S. dollars”, “USD,” “dollars,” and “$” refer to the United States dollar;

· “Securities Act” refers to the United States Securities Act of 1933, as amended; and

· “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended.

Solely for the convenience of the reader, this report contains conversions of certain AUD amounts into U.S. dollars at specified rates. See “Risk Factors—Risks Related to Our Business— Fluctuations in exchange rates could adversely affect our business and the value of our securities.”

Item 1. Business.

Background

Prevention Insurance.Com (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com.

On August 31, 2023, the Company amended its Articles of Incorporation with the Nevada Secretary of State to affect the name change of the Company to Apple iSports Group, Inc.

4

DESCRIPTION OF OUR BUSINESS

Our corporate structure is depicted below:

Industry Terms.

Pari-mutuel Betting - All the bets/money placed on an event are aggregated into a single pool of money, the “take-out” (by the totalizator operator) is subtracted, and dividends (distribution to bettors) are calculated by dividing the pool between winning bets based on their odds. The returns are subject to the calculation of dividends after the conclusion of the race. Before the market closes, approximate dividends can be displayed, but the final dividend can change after wagers are placed. Typically, pari-mutuel betting is used in thoroughbred horse racing, greyhound racing, and harness racing, among other races and other events.

Tote Derivative - Bets are paid out at a price declared by one or more pari-mutuel (totalizator) providers. Typically, this type of betting is seen in exotic bets (trifectas, quinellas, daily doubles, etc.) in racing.

Fixed Odds Betting – The oddsmakers set odds for bettors to wager on. Once bettors place their wagers, they’re locked into the odds that they’ve chosen. So, when bettors place their bets, they know their return in the event of a winning bet. This type of betting is the most common type seen in sporting events.

Advanced Deposit Wagering (ADW) – the type of account where the bettor (customer) must fund before placing a wager.

Apple iSports Business History

On May 29, 2019, Apple iSports, Inc. (“AiS”) was incorporated in Delaware. On November 9, 2021, AiS incorporated Apple iSports Australia Pty. Ltd. (“AiS Australia”) as its wholly owned subsidiary.

AiS has been engaged in developing a fixed odds and live streaming sports betting application targeting the Australian online sports betting market. Our formal licensing application with NTRWC is contingent upon board approval for funding Australian betting operations.

In the USA, AiS has been engaged in developing a multi-tenancy Class II, Class III and sports betting platform targeting Tribal lands - supported by provisioning broadband private LTE networks through a strategic partnership with Americrew. 

In addition, we have been approved by the North Dakota Racing Commission in the State of North Dakota as an (ADW) provider, which, subject to the approval of the Thoroughbred Racing Protective Bureau (discussed below), will allow us to provide pari-mutuel betting on horse racing in North Dakota and in 20 additional U.S. states. As of the date of this filing, we do not have an online sports betting license in any state in the U.S. 

5

Our two primary markets are Australia and the U.S. (initially in North Dakota and such other states where we intend to become licensed, as well as deploying gaming solutions in Tribal Lands). We will have separate websites for both markets, namely www.appleisports.com in the U.S. and www.appleisports.com.au in Australia. 

Since the inception of AiS, we have achieved the following milestones:

· Since the inception of AiS through December 31, 2024, we (i) established a core team with the industry skills and experience to manage the Company and (ii) received approximately $2,744,900 in private placement funding and received loans from related parties of more than $3,597,442.

· From December 2021 to October 2022, we developed our Go-to Market outline and marketing strategy, including identifying preferred suppliers for each product and initiating relationships with key suppliers and consultants;

· In June 2022, we submitted our application to the North Dakota Racing Commission for an (ADW) license, subject to the approval of the Thoroughbred Racing Protective Bureau. Completion of the TRPB examination is required to receive a state-issued ADW; This will be concluded subsequent to closing the capital raising.

· In October 2022, we engaged a provider of white-label sportsbook platforms and began customization and integration with key components (KYC, payments, CRM, credit card verification) and data feeds.; Our platform will be implemented within 12-16 weeks of completing the capital raising.;

· Effective March 23, 2023, we completed a change of control transaction pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”) with AiS and the shareholders of AiS. The stock exchange was accounted for under the business combination under the common control of accounting. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the stock exchange are those of AiS and the Company combined. They are recorded at the historical cost basis, and the condensed consolidated financial statements after completion of the stock exchange include the combined assets and liabilities of AiS and the Company from the closing date of the stock exchange, as a result of the issuance of the shares of our common stock pursuant to the stock exchange, a change in control of the Company occurred as of the date of consummation of the transaction.

· In May 2023, we began brand awareness activities by advertising around Australia on SEN Radio, the largest sports radio network in Australia. Advertising continued sporadically through August of 2024;

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92612, and our phone number is (949) 247-4210. We also maintain satellite offices at Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia and 55 Lonsdale Street, Level 7, Melbourne, Australia 3000. In addition, as mentioned, we have two websites (which do not form a part of this filing): www.appleisports.com in the U.S. and www.appleisports.com.au in Australia. 

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Our Apple iSports Platform

Apple iSports platform will feature the following “products”:

❖	Fixed Odds Sport Betting
❖	Fixed Odds & Pari-Mutuel Odds Horse Racing
❖	Live Content Streaming

These individual products are further described below:

Sports Betting. Will provide betting coverage for many major sporting leagues and events, including but not limited to the National Football League (NFL), Australian Rules Football (AFL), Major League Baseball (MLB), the National Basketball Association (NBA), as well as for other sports, such as Cricket, Golf, Ice Hockey, Soccer, and Tennis.

Sports betting, at its simplest, is placing a financial wager on the outcome of a sporting game or match, including certain events that occur within such a game or match. The product will feature functionality designed to provide a personalized customer experience. The product will be capable of taking and placing a variety of betting types and combinations. 

These betting opportunities will be fixed-odds bets, which means that we will set the odds for each such event. There is a market ratio in each market offered to our customers, which is the average level of profit over every proposition in the market. We will manage our margins using smart technologies and traditional risk management methodologies.

Horse Racing. We will provide advanced racing informatics to the user. Our analysis and insights will include race and individual ratings, previous winning margins, speed maps and race analysis. We also will provide live updates for scratches, jockeys, prices, track conditions and race start time changes.  

In Australia, racing wagering will include fixed odds and tote derivative betting. We derive revenues based on the management of risk.   Initially, racing wagering will consist of participating in pari-mutuel pools in the United States.

Live Content Streaming. Our Live Content Sports Streaming Channel will provide great value to the Apple iSports brand. Users will be able to watch a wide range of live sporting events and sports-based shows. We believe this feature will promote more betting by users. The Live Content Sports Streaming Channel will have up to 8 minutes per hour of advertising space, and we intend to sell this space to generate revenue. Any unsold ad space will be used to promote other Apple iSports offerings where applicable and compliant with existing advertising rules governing online sports betting in Australia.

The Live Content Sports Streaming Channel will be available on the Apple iSports websites, as well as on a range of distribution platforms.

7

Our Revenue Model.

Our revenue model is premised on several streams of operations. We expect to profit from pari-mutuel and fixed odds gaming, as well as advertising. In pari-mutuel gaming, we receive a fee on the total amount bet on an event. The type of wagering is essentially risk-free and is payable regardless of the outcome of the event since we are not on either side of a bet. Our pari-mutuel provider places bet funds from bets made through our platform in the betting pools and manages the ‘rake’ (a fixed percentage of the total amount bet on an event) and apportions our share based on the percentage of the pool contributed through all of our apps.

In fixed odds gaming, we actively manage risk through experienced risk management and smart technology, including laying off risk where necessary. We also use client profiling techniques to ensure we leverage client segmentation to enhance risk management tools.

In Australia, we expect approximately 60% of betting revenue to be from horse racing, with the rest spread across all sports). In the U.S., however, sports betting is more widely practiced than racing and we expect a much higher portion to be sports-related. Once we begin acquiring sports betting licenses in the future.

By exploring freemium pricing, microtransactions, and subscription services, Apple iSports streaming video services could expand audiences and increase engagement through diverse experiences.

We also expect to generate revenue from the deployment of technology to Tribal Casinos and gaming operators. Such revenue should include implementation fees, ongoing maintenance fees, and, in some cases, revenue share from operators.

Our Growth Strategy.

Our growth strategy is premised on market expansion and building brand positioning and reach to drive customer acquisition.

New Markets. Currently, we intend to be licensed to sell all our products throughout Australia and our racing product in North Dakota and approximately 20 other states in the United States. We are in the process of developing an iGaming platform for the tribal casino market.

Engaging Content. We believe that content delivered via our Live Content Sports Streaming Channel is essential to our success. The channel creates engagement, generates its own revenue via ad sales, and anchors users to our site, which in turn provides a range of opportunities to promote our products. The channel also delivers content, such as drag racing, beach volleyball and more, along with odds and, potentially, fantasy leagues. Odds and wagering on these events are not available through other sports betting platforms. 

New Users in Existing Markets. We intend to reach new users in targeted markets using digital marketing activations such as search engine optimization, pay-per-click, and search engine marketing (SEO/PPC/SEM) by leveraging a range of marketing strategies to drive more people to our website.  We will have a carefully targeted strategy that identifies traffic with high conversion rates based on industry experience and digital marketing background.  We also intend to profile potential customers based on their betting history which will enable us to provide highly targeted ads and content. We will use social media to drive engagement organically.

8

Website and Product Development.

We have entered into agreements with various software providers to develop our website, our sportsbook, and our Live Content Sports Streaming Channel.

The Apple iSports website and products are being developed under the direction of our Chief Operating Officer and Chief Technology Officer. Strategic planning and specifications are being conducted in-house, as are key design tasks. 

The sportsbook is the core of the Apple iSports backend and provides the main user database, reporting and key integration points. This includes a single sign-on/log-in to all functions. The sportsbook is being developed by a third-party vendor, Australia, with PuntersTech, securing a customized sports betting platform optimized for the Australian market.

Customization of the sportsbook, including implementation of Apple iSport’s novel bet types, reporting requirements and user interface, along with integration to core components such as payments, identity verification, specialized data feeds and geo-control, are being implemented for the Australian markets in parallel by experienced vendors, with significant collaboration with the Apple iSports team. 

The Apple iSports Live Content Sports Streaming Channel is being implemented by leading sports content producers and curators in Australia, with global content and distribution reach. As our content partner, they will produce and program the content for specific markets and sports, as well as manage licensing and rights clearances. The channel will initially be integrated into the Apple iSports (Australia) website.

The sports channel developer is remunerated for the initiation and management of the channel and oversight of the technical operations of distribution and delivery. This content may be added to the primary channel programming or form the basis of a secondary linear channel or, potentially, an ad supported video on demand. After the first year of operations, a revenue share arrangement is contemplated but has not yet been agreed upon. 

9

Markets and Marketing.

Markets.

Sports betting has become one of the most important categories in entertainment because of the fanaticism of the fans. It is captivating and connects millions of people and many of the largest sectors in the global economy, from betting, online gaming, and digital platforms to live events, retail, broadcasting, sponsorship, and merchandising.

A report published by IMARC Group stated, “The global sports betting market size was valued at USD 103.08 Billion in 2024. Looking forward, IMARC Group estimates the market to reach USD 224.12 Billion by 2033, exhibiting an annual growth rate of 8.56% from 2025-2033.”

In the United States, after the Supreme Court’s decision to strike down the federal ban on sports betting in the United States in May 2018, various states have legalized or introduced legislation to legalize the sports betting industry.

According to the same source, the united states holds 86.50% shares of North America. These margins have been driven by the legalization of sports betting in multiple states. This has been paired with the utilization of technological advancement such as smartphones and high-speed internet has made sports betting more convenient.

Australia is one of the most mature legal betting markets in the world, and sports betting (including racing) has been legal for over three decades in several major global markets, such as the United Kingdom, Latin America, Italy, and other parts of Europe and Asia Pacific. Much like un the United States, the Australian market is experiencing an increase in app-based sports betting that is curated to its users. It is expected that these markets will exhibit an annual growth rate of 9.45% during 2025-2033 according to IMARC Group.

Marketing.

We intend to deploy a mix of marketing strategies. These strategies include;

· Database and collaborative marketing with related industry partners,

· Digital marketing on key industry and related sites

· Marketing on various social media sites

· Search engine optimization and search engine marketing,

· Affiliate partnerships

· Conferences and targeted corporate selling for technology offerings and

· Extensive public relations to build fan awareness and support amongst financial analysts and investors

· Highly selective paid advertising on media dedicated to sports and racing, such as Sports Entertainment Network in Australia

All of our efforts are designed to bring brand awareness to potential users on these sites or venues.

10

Our principal considerations related to attracting and retaining online users include functionality, ease of use, -of-our 24/7 sports channel, and, most importantly, best-of-breed racing and sports information and analytics combined with extremely competitive odds (where we are able to offer fixed-odds wagering).

Notwithstanding our perceived competitive advantages, we face competition from companies that are substantially larger and better financed.  Our future success depends on our ability to compete effectively with them. As a result, we may have difficulty competing with these larger, established competitor companies. Generally, they have:

· substantially greater financial, technical, and marketing resources;

· larger customer bases;

· better name recognition and

· potentially more expansive product or app offerings.

These competitors are likely to command a larger market share, which may enable them to establish a stronger competitive position than we have, in part, through greater marketing opportunities. Further, our competitors may be able to respond more quickly than us to new or emerging technologies and changes in user preferences and devote greater resources than us to developing and operating networks of affinity websites. These competitors may develop products or services that are comparable or superior. If we fail to address competitive developments quickly and effectively, we may not become or be able to remain a viable entity.

We have identified external opportunities through mergers and acquisitions (M&A) to complement our organic growth initiatives, which will accelerate the achievement of our strategic objectives. This approach combines the benefits of both organic and inorganic growth strategies to drive rapid expansion and enhance our competitive position.

Intellectual Property

Trademark applications have been filed for certain Apple iSports logos and marks with the United States Patent and Trademark Office in the US and with IP Australia. The following applications have been filed:

· Australian trademark for the Apple iSports ‘a’ icon logotype was filed on July 6, 2023 and approved on February 14, 2024

· U.S. trade market for the Apple iSports ‘a’ icon logotype was filed on July 18, 2023 and remains pending as of April 1, 2025

· US trademark for Apple iSports stylized name logotype was filed on July 18, 2023 and remains pending as of April 1, 2025

Applications in the US for the swoosh and ball logos were withdrawn in December 2023.

We have not filed for patent protection for any of our betting processes which we have developed and which we believe to be novel. Instead, we will rely on trade secrets and know-how protection. There is no assurance that others will not independently develop the same or similar technology or obtain unauthorized access to our trade secrets, know-how, and other unpatented technology. To protect our rights in these areas, we require all third parties that develop software to maintain such information as confidential. These agreements may not provide meaningful protection for our unpatented technology in the event of unauthorized use, misappropriation, or disclosure.

Government Regulation.

We are subject to various U.S. and foreign laws and regulations that affect our ability to operate in the sports betting industry. This industry is generally subject to extensive and evolving regulations that could change based on political and social norms and that could be interpreted in ways that could negatively impact its business. 

11

The sports betting industry is heavily regulated and in order to continue our operations, we must maintain licenses and pay gaming taxes or a percentage of revenue in each jurisdiction in which we operate. Our business is subject to extensive regulation under the laws, rules, and regulations of these jurisdictions. These laws, rules, and regulations generally concern the responsibility, financial stability, integrity, and character of the owners, managers, and persons with material financial interests in gaming operations, along with the integrity and security of our sports betting offerings. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. 

These laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local tax revenues, as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish stringent procedures to ensure that participants in the gaming industry meet certain standards of character and responsibility. Among other things, gaming laws require gaming industry participants to; ensure that unsuitable individuals and organizations have no role in gaming operations, establish procedures designed to prevent cheating and fraudulent practices, establish and maintain anti-money laundering practices and procedures, file periodic reports with gaming regulators, establish programs to promote responsible gaming and enforce minimum age requirements. 

In addition, there are various U.S. relating to the advertising of gambling products that are not enforced by gambling regulators and are still applicable. Spam and privacy laws apply to our communications as well, such as having a link in emails or messages to allow immediate opting out.

Typically, a U.S. regulatory environment is established by statute and underlying regulations and is administered by one or more regulatory agencies (typically a gaming commission or state lottery) that regulate the affairs of owners, managers, and persons with financial interests in gaming operations. While we believe we comply in all material respects with all applicable sports betting laws, licenses and regulatory requirements in jurisdictions where we operate, we cannot assure that our activities or the activities of its users will not become the subject of any regulatory or law enforcement investigation, proceeding or other governmental action or that any such proceeding or action, as the case may be, would not have a material adverse impact on us or our business, financial condition or results of operations.

Government Licensing.

In order to operate in certain jurisdictions, we must obtain either a temporary or permanent license or a determination of suitability from the responsible authorities. We will ensure that we obtain all necessary licenses to develop and put forth its offerings in the jurisdictions in which we operate and where our users are located. In this regard, we have received a provisional Advance Deposit Wagering license from the North Dakota Racing Commission (subject to terms as outlined above). As a result of this license, we are able to offer pari-mutuel wagering on racing in that state and a number of other U.S. states that do not currently have specific racing regulations.

Gaming laws require us, and often each of our holding and intermediary companies as well as subsidiaries, certain of its directors, officers, and employees, and in some cases, certain of our controlling shareholders, to obtain licenses from, or found suitable by, gaming authorities. Licenses and suitability findings require a determination that the applicant is qualified. Where not mandated by statute, rule or regulation, gaming authorities typically have broad discretion in determining who must apply for a license or finding of suitability and whether an applicant qualifies for licensing or should be deemed suitable to conduct operations within a given jurisdiction. When determining to grant a license to an applicant, gaming authorities generally consider: (i) the financial stability, integrity, responsibility and suitability of the applicant and its applicable affiliated entities and individuals (including verification of the applicant’s sources of funding); (ii) the quality and security of the applicant’s online real-money gaming platform, hardware and related software, including the platform’s ability to operate in compliance with local regulation, as applicable; (iii) the applicant’s history; (iv) the applicant’s ability to operate its gaming business in a socially responsible manner; and (v) in certain circumstances, the effect on competition. 

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Gaming authorities may, subject to certain administrative procedural requirements, (i) deny an application, or limit, condition, revoke or suspend any license issued, or suitability finding made, by them; (ii) impose fines, either on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or shareholders be disassociated from a gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties. 

Events that may trigger the revocation of a gaming license or another form of sanction vary by jurisdiction. However, typical events include, among others: (i) conviction in any jurisdiction of certain persons with an interest in, or key personnel of, the licensee of an offense that is punishable by imprisonment or may otherwise cast doubt on such person’s integrity (provided that, generally, an individual with a conviction will not result in revocation of the company’s license, rather, if required by the regulator, that person must be removed from involvement with the company); (ii) failure to comply with any material term or condition of the gaming license; (iii) declaration of, or otherwise engaging in, certain bankruptcy, insolvency, winding-up or discontinuance activities, or an order or application with respect to the same; (iv) obtaining the gaming license by a materially false or misleading representation or in some other improper way; (v) violation of applicable anti-money laundering and/or counter terrorist financing laws or regulations; (vi) failure to meet commitments to users, including social responsibility commitments; (vii) failure to pay in a timely manner all gaming or betting taxes or fees due; or (viii) determination by the gaming authority that there is another material and sufficient reason to revoke or impose another form of sanction upon the licensee.

Employees.

As of the date of this filing, we have 6 full time employees, including senior management.

Item 1A. Risk Factors

Our plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of the events can be successfully completed, that any such business will be identified or that any stockholder will realize any return on their shares after such a transaction has been completed. In particular, there is no assurance that any such business will be located or that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders. We believe we are an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. Given our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained herein, in evaluating our business and us.

Risks Related to Our Company

OUR CASH REQUIREMENTS ARE SIGNIFICANT. THE FAILURE TO RAISE ADDITIONAL CAPITAL WILL HAVE A SIGNIFICANT ADVERSE EFFECT ON OUR FINANCIAL CONDITION AND OUR OPERATIONS. Our business plan of developing, introducing and marketing our gaming platform will require a significant cash infusion. As stated elsewhere herein, we estimated that the costs to complete our business plan are approximately $5,500,000. In addition, our ongoing annual expenses are approximately $2 to $3 million, excluding marketing. Therefore, we likely will need significant, additional capital until we achieve positive cash flow. As of December 31, 2024, the Company reported net losses of $2,821,336. In addition, as of December 31, 2024, the Company had a working capital deficit of approximately $6,539,584 (of $4,210,127 is due to related parties) with cash on hand of approximately $42,167 Our auditor’s report for the December 31, 2024, year-end period includes an explanatory paragraph to their audit opinion stating that our recurring losses from operations and working capital deficiency raise substantial doubt about our ability to continue as a going concern. Currently, we do not have sufficient financial resources to fund our business plan. Therefore, we need additional financing to continue these operations and as mentioned, we may need significant additional capital to achieve positive cash flow.

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We believe that our existing capital resources are inadequate to enable it to execute its business plan. As of the date of this filing, we have closed our private placement at $0.25 and we raised a total of $2,744,900. We expect to continue to raise funds through the private placement of our capital stock. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We estimate we will require additional cash resources during fiscal 2025 and beyond based on our current operating plan and condition. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business plans.

OUR NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. As mentioned above, we will need to raise additional, perhaps significant, capital in the future. These capital expenditures are intended to be funded from third-party sources and from affiliates if available, including the incurring of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of the date of this filing, the Company is indebted to certain affiliates in the amount of approximately $4,210,127 . This debt is due on demand, and the Company cannot repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt will likewise be dilutive to the interests of current equity holders, and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition, and operating results of the Company.

WE HAVE INCURRED NET LOSS IN THE PAST AND WE MAY CONTINUE TO EXPERIENCE LOSSES IN THE FUTURE. As stated above, we incurred a net loss of approximately $2,821,336 for the annual period ended December 31, 2024. We cannot assure you that we will be able to generate net profits or positive cash flow from operating activities in the future. Our ability to achieve and maintain profitability will depend in large part on our ability to, among other things, continue to develop our gaming and sports betting platform in a cost-effective manner, sequentially increase the number of users during a short period of time, and optimize our cost structure. We may not be able to achieve any of the above. We intend to continue to invest heavily in our fulfillment infrastructure and technology platform in the foreseeable future to support an even more carefully curated selection of products and offer additional value-added services. As a result of the foregoing, we believe that we may incur net losses in the future.

OUR OPERATING LOSSES, WORKING CAPITAL, AND ACCUMULATED DEFICIT DEFICIENCY RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.  IF WE DO NOT CONTINUE AS A GOING CONCERN, INVESTORS COULD LOSE THEIR ENTIRE INVESTMENT. Our operating losses, working capital deficiency, and accumulated deficit raise substantial doubt about our ability to continue as a going concern.  If we do not generate revenues, do not achieve profitability, and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.

THE ADMINISTRATIVE COSTS OF PUBLIC COMPANY REGULATORY COMPLIANCE COULD BECOME BURDENSOME AND CONSUME A SIGNIFICANT AMOUNT OF OUR CASH RESOURCES WHICH COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS. We will incur significant costs and expenses in connection with assuring compliance with all laws, rules, and regulations applicable to us as a public company.  We anticipate that our ongoing costs and expenses of complying with our public reporting company obligations will be approximately $300,000 to $500,000 annually. Our reporting and compliance costs and expenses may increase substantially if we are able to deploy our business model on an international basis, which will add significant cross-border jurisdictional complexity to our regulatory compliance and our accounting controls and procedures.  Our compliance costs and expenses could also increase substantially if we apply to trade our securities on a national stock exchange, which may have listing requirements that engender additional administration and compliance costs.  We have assigned a high priority to establishing and maintaining controls, procedures, corporate compliance, and public company reporting; however, there can be no assurance that we will have sufficient cash resources to satisfy our public company reporting and compliance obligations. If we cover the cost of proper administration of our public company compliance and reporting obligations, we could become subject to sanctions, fines, and penalties, our stock could be barred from trading in public capital markets, and we may have to cease doing business

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INABILITY TO MAINTAIN OPERATIONAL INFRASTRUCTURE AND SYSTEMS. We understand that there are several challenges related to our infrastructure that we are going to face in future. The main challenges are computing platforms, data acquisition, compute provisioning and management, data storage architectures, data analytics, and networks and communication. Some challenges that we may face in the future such as:

❖ Lack of Powerful Computing Platforms

The major challenge in growing processing power of computers has been the lack of energy and space to power supercomputers. IT managers have always been on the lookout for better and faster systems which will help in the faster processing of the large amounts of data available today.

❖ Data Acquisition Problems

Firewalls that protect emails, applications, and web browsing, which can cause important packet losses in TCP/IP networks. This can result in important data loss and reduce network speeds considerably, making online collaboration impossible. Similar losses can occur due to switches and routers that do not have the required high-speed memory.

❖ The dearth of Ways to Improve Data Analytics

Currently, there are not many methods in place that an app company can use to separate quality data from the humongous data sets. It is important to identify patterns in the data, correctly analyze it, and use it to make business decisions in infrastructure management.

❖ Improper Networks and Connectivity

For any app company to work smoothly, a good and reliable network must be in place. Without a reliable network connection, it is difficult to maintain service quality. New software-based methods and network architecture design are required for data optimization.

WE HAVE LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS. We commenced operations in late 2021 and have a limited operating history. However, our historical performance may not indicate of our future growth or financial results. Our growth may slow down or become negative, and revenues may decline for several possible reasons, some of which are beyond our control, including decreasing consumer spending, increasing competition, declining growth of our overall market or industry, the emergence of alternative business models, changes in rules, regulations, government policies or general economic conditions. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. You should consider our prospects in light of the risks and uncertainties that companies with a limited operating history may encounter.

INTELLECTUAL PROPERTY INFRINGEMENT RESULTING IN COSTLY LITIGATION. Our success depends in part upon our proprietary technology. We rely primarily on trademark, copyright, service mark and trade secret laws, confidentiality procedures, license agreements and contractual provisions to establish and protect our proprietary rights. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization or develop similar technology independently. We also pursue the registration of our domain names, trademarks, and service marks in the United States. We cannot assure you that the protection of our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products and services or design around any intellectual property rights we hold.

We cannot assure you that third parties will not claim our current or future products infringe on their intellectual property rights. Any such claims, with or without merit, could cause costly litigation that could consume significant management time. Such claims also might require us to enter into royalty or license agreements. If required, we may not be able to obtain such royalty or license agreements or obtain them on terms acceptable to us.

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WE MAY BE NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS. Current conditions in domestic and global economies are extremely uncertain. Adverse changes may occur due to softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

BECAUSE OUR PRINCIPAL SHAREHOLDER CONTROLS OUR ACTIVITIES, HE MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO HIMSELF AND NOT TO OTHER SHAREHOLDERS, WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY. Our principal shareholder, through his affiliates, owns approximately 42% of our outstanding common stock. As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, and the approval of significant corporate transactions, such as mergers and related party transactions. These insiders may have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US. Certain conflicts of interest may exist between our officers and directors and us. Our officers and directors have other business interests to which they also must devote their time, resources, and attention. Thus, a conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest in allocating their resources, time and attention to our Company and their other business interests.

Risks Related To the Gaming/Sports Betting Industry

WE MAY EXPERIENCE FLUCTUATIONS IN OUR OPERATING RESULTS, WHICH MAKE OUR FUTURE RESULTS DIFFICULT TO PREDICT AND MAY CAUSE ITS OPERATING RESULTS TO FALL BELOW EXPECTATIONS. We expect our financial results to fluctuate in the future. These fluctuations may be due to various factors, some of which are outside of our control and may not fully reflect the underlying performance of its business. 

Our financial results in any given period may be influenced by numerous factors, many of which we cannot predict or are outside of its control, including the impact of seasonality, customer betting results, and the other risks and uncertainties set forth herein. Consumer engagement in our gaming and online sports betting services may decline or fluctuate as a result of several factors, including the user’s level of satisfaction with its platforms, its ability to improve and innovate, its ability to adapt its platform, outages and disruptions of online services, the services offered by its competitors, its marketing and advertising efforts or declines in consumer activity generally as a result of economic downturns, among others. Any decline or fluctuation in the recurring portion of our business may negatively impact on our business, financial condition, results of operations or prospects. 

THE SUCCESS, INCLUDING WIN OR HOLD RATES, OF EXISTING OR FUTURE IGAMING AND SPORTS BETTING PRODUCTS DEPENDS ON A VARIETY OF FACTORS AND IS NOT ENTIRELY IN OURCONTROL. The gaming and sports betting industries are characterized by an element of chance. Accordingly, we employ theoretical win rates to estimate what a certain type of gaming or sports bet, on average, will win or lose after a significant number of iterations. The net win is impacted by variations in the hold percentage (the ratio of a net win to the total amount wagered), or actual outcome, on the gaming and sports betting products that we offer to our users. We use the hold percentage as an indicator of a gaming’s or sports bet’s performance against its expected outcome. Although each gaming or sports bet generally performs within a defined statistical range of outcomes, actual outcomes may vary in accordance with statistical probability. In addition to the element of chance, win rates (hold percentages) may also (depending on the game involved) be affected by the spread of limits and factors that are beyond our control, such as a user’s skill, experience and behavior, the mix of games played, the financial resources of users, the volume of bets placed, and the amount of time spent gambling. As a result of the variability in these factors, the actual win rates for our gaming offerings and sports betting wagers may differ materially from the theoretical win rates we have estimated and could result in the winnings exceeding its expectations based on statistical law. The variability of win rates (hold rates) also has the potential to negatively impact our financial condition, cash flow and overall business operations. In addition, we do not have an insurance policy to cover any excessive losses.

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WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT ITS GROWTH INITIATIVES, AND SUCH CAPITAL MAY NOT BE AVAILABLE ON ECONOMICALLY FAVORABLE TERMS, IF AT ALL. THIS COULD HAMPER OUR GROWTH AND ADVERSELY AFFECT OUR BUSINESS. To fully develop our business plan and otherwise support our growth in the sports and gaming industries, we will need to raise additional capital to address these needs. These funds may be in the form of additional equity or debt financings. Our ability to obtain additional capital when required will depend on our business plans, investor demand, operating performance, capital markets conditions, and other variables, some of which are uncertain. If we raise additional funds by issuing equity, equity-linked, or debt securities, those securities may have rights, preferences, or privileges senior to the rights of its currently issued and outstanding equity, and its existing stockholders may experience dilution. If we are unable to obtain additional capital when required, or on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, or unforeseen circumstances will be adversely affected, and our business will be severely harmed.

LACK OF INSURANCE FOR FIXED ODDS BETTING. The Company intends to manage its fixed odds betting through smart technology. There are no assurances that the Company will successfully manage its fixed odds betting. In addition, the Company does not maintain, nor does it intend to maintain, insurance to cover these types of bets. A significant loss in the fixed odds segment of its business will adversely impact on the Company and its operations.

INTENSE COMPETITION. We will face intense competition in the gaming/sports betting industry. Substantially some of our competitors have greater managerial, financial, and technical resources than our company, as well as greater name and brand recognition than us. This type of environment is extremely challenging for a start-up company like us and, as a result, we may find it difficult for us to overcome and become a successful company.

Risks Related To Our Information Technology

WE RELY ON INFORMATION TECHNOLOGY AND OTHER SYSTEMS AND PLATFORMS, AND ANY FAILURES, ERRORS, DEFECTS OR DISRUPTIONS IN SUCH SYSTEMS OR PLATFORMS COULD DIMINISH OUR BRAND AND REPUTATION, SUBJECT US TO LIABILITY, DISRUPT ITS BUSINESS, AFFECT ITS ABILITY TO SCALE ITS TECHNICAL INFRASTRUCTURE AND ADVERSELY AFFECT ITS OPERATING RESULTS AND GROWTH PROSPECTS. OUR ONLINE GAMING OFFERINGS, SOFTWARE APPLICATIONS AND SYSTEMS, AND THE THIRD-PARTY PLATFORMS UPON WHICH THEY ARE MADE AVAILABLE COULD CONTAIN UNDETECTED ERRORS. Our technology infrastructure is provided by third party providers critical to the performance of our platform and offerings. For example, our back-end platform and all of our apps, which are critical to the Company’s performance, are provided by independent third-party providers. Third party providers’ systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be detrimental to our business. 

The third parties upon which we rely provide resources for network and data security to protect our systems and data. We cannot assure with certainty that the measures we and such third parties take to prevent or reduce the likelihood of cyber-attacks, protect their systems, data, and user information, prevent outages, prevent data or information loss and fraud, and to prevent or detect security breaches, will provide absolute security. We may experience future website disruptions, outages and other performance problems resulting from various factors, including internet and application connection issues, infrastructure failure and changes, human or software errors and capacity constraints. Such disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and business prospects. 

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Some of our third-party platforms and systems are not fully redundant, and disaster recovery planning may not be sufficient for all eventualities. Our third-party service provider’s disaster recovery systems do not offer full offsite failover recovery, which could result in our operations and offerings being offline for a period of time to sufficiently recover any impacted third-party infrastructure and recover the latest available data, as well as any time required to receive the required regulatory approvals.

Additionally, our offerings may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch. If a particular offering is unavailable when users attempt to access it, or navigation through our platforms is slower than they expect, users may be unable to place their gaming or sports betting wagers in time and may be less likely to return to our platform as frequently, if at all. Furthermore, programming errors, defects and data corruption could disrupt our operations, adversely affect the experience of our users, harm our brand perception, cause our users to stop utilizing its platforms, divert our resources and delay market acceptance of its offerings, any of which could result in legal liability to us or harm its business, financial condition, results of operations and business prospects. 

WE RELY ON AGREEMENTS WITH ALL OF OUR SOFTWARE PROVIDERS. All of our software provider agreements for the development of our platform and apps grant us a license to use the platform and apps during the term of the respective agreement. These agreements call for a payment to the provider either a fixed monthly fee or a royalty type payment based on our revenues. In addition, the agreements can be terminated by either party with written notice after a period of time, usually a year. If for any reason, an agreement is terminated, including a monetary default, we may be unable to provide a substitute software provider in a timely manner to replace the outgoing platform or app. In addition, if we are required to enter into a new agreement with a replacement vendor, we may be required to invest a significant amount of additional capital to fully develop that application. These events could have a material adverse impact on our business and operations.

Risks Relating to Compliance with Gaming and Other Regulations

OUR BUSINESS IS SUBJECT TO A VARIETY OF U.S. LAWS, MANY OF WHICH ARE UNSETTLED AND STILL DEVELOPING, AND WHICH COULD SUBJECT IT TO CLAIMS OR OTHERWISE HARM ITS BUSINESS. ANY CHANGE IN EXISTING REGULATIONS OR THEIR INTERPRETATION, OR THE REGULATORY CLIMATE APPLICABLE TO OUR PRODUCTS AND SERVICES, OR CHANGES IN TAX RULES AND REGULATIONS OR INTERPRETATION THEREOF RELATED TO ITS PRODUCTS AND SERVICES, COULD ADVERSELY IMPACT ITS ABILITY TO OPERATE ITS BUSINESS AS CURRENTLY CONDUCTED OR AS IT SEEKS TO OPERATE IN THE FUTURE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON ITS FINANCIAL CONDITION AND RESULTS OF OPERATIONS. We are generally subject to laws and regulations relating to gaming and online sports betting in the jurisdictions in which we conduct our business, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax, and consumer protection. These laws and regulations vary by jurisdiction and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes, and climates, as well as personal biases, may have a material impact on our operations and financial results. Some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. The regulatory environment in any jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. For example, in 2018, the U.S. Department of Justice (“DOJ”), reversed its previously issued opinion published in 2011, which stated that interstate transmissions of wire communications that do not relate to a “sporting event or contest” fall outside the purview of the Wire Act of 1961 (“Wire Act”). The DOJ’s updated opinion concluded instead that the Wire Act was not uniformly limited to gaming relating to sporting events or contests and that certain of its provisions apply to non-sports-related wagering activity. In June 2019, a federal district court in New Hampshire ruled that the DOJ’s new interpretation of the Wire Act was erroneous and vacated the DOJ’s new opinion. The DOJ appealed the decision of the district court to the U.S. Court of Appeals for the First Circuit, which reaffirmed the district court’s decision on January 20, 2021. If such a ruling were to be appealed to the U.S. Supreme Court, an adverse ruling or other disposition of the case by the U.S. Supreme Court could impact our ability to engage in online internet gaming in the future. 

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Future legislative and regulatory action, and court decisions, or other governmental action may have a material impact on our operations and financial results. Governmental authorities could view us as having violated local laws and us as violating local laws despite our efforts to obtain all applicable licenses or approvals. There is also the risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors public entities or incumbent monopoly providers, or private individuals, could be initiated against

OUR GROWTH PROSPECTS DEPEND ON THE LEGAL STATUS OF REAL-MONEY GAMING IN VARIOUS JURISDICTIONS, AND LEGALIZATION MAY NOT OCCUR IN AS MANY STATES AS WE EXPECT OR MAY OCCUR AT A SLOWER PACE THAN WE ANTICIPATE. ADDITIONALLY, EVEN IF JURISDICTIONS LEGALIZE REAL MONEY GAMING, THIS MAY BE ACCOMPANIED BY LEGISLATIVE OR REGULATORY RESTRICTIONS AND/OR TAXES THAT MAKE IT IMPRACTICABLE OR LESS ATTRACTIVE TO OPERATE IN THOSE JURISDICTIONS OR THE PROCESS OF IMPLEMENTING REGULATIONS OR SECURING THE NECESSARY LICENSES TO OPERATE IN A PARTICULAR JURISDICTION MAY TAKE LONGER THAN WE ANTICIPATES, WHICH COULD ADVERSELY AFFECT ITS FUTURE RESULTS OF OPERATIONS AND MAKE IT MORE DIFFICULT TO MEET ITS EXPECTATIONS FOR FINANCIAL PERFORMANCE. Several states have legalized or are currently evaluating the legalization of real money gaming, and our business, financial condition, results of operations, and business prospects are significantly dependent upon the legalization status in these states. Our business plan is partially based upon the legalization of real money gaming in additional states and the legalization may not occur as anticipated. Additionally, if a large number of additional states or the federal government enact real money gaming legislation and we are unable to obtain, or are otherwise delayed in obtaining, the necessary licenses to operate online sports betting in U.S. jurisdictions where such games are legalized, our future growth in online sports betting could be materially impaired. 

As we enter new jurisdictions, states or the federal government may legalize real money gaming in an unfavorable manner. As a result, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee and could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. For example, certain states require us to have a relationship with a land-based, licensed casino for online sports betting access, which tends to increase our costs. States that have established state-run monopolies may limit opportunities for private sector participants like us. States also impose substantial tax rates on online sports betting revenue, in addition to a federal excise tax of 25 basis points on the amount of each sports wager. Tax rates, whether federal- or state-based, that are higher than we expect will make it more costly and less desirable for us to launch in a given jurisdiction, while tax increases in any of its existing jurisdictions may adversely impact our profitability. 

Therefore, even in cases in which a jurisdiction purports to license and regulate sports betting, the licensing and regulatory regimes can vary considerably in terms of their business-friendliness and, at times, may be intended to provide incumbent operators with advantages over new licensees. Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others. 

FAILURE TO COMPLY WITH REGULATORY REQUIREMENTS IN A PARTICULAR JURISDICTION, OR THE FAILURE TO SUCCESSFULLY OBTAIN A LICENSE OR PERMIT APPLIED FOR IN A PARTICULAR JURISDICTION, COULD IMPACT OUR ABILITY TO COMPLY WITH LICENSING AND REGULATORY REQUIREMENTS IN OTHER JURISDICTIONS, OR COULD CAUSE THE REJECTION OF LICENSE APPLICATIONS OR CANCELATION OF EXISTING LICENSES IN OTHER JURISDICTIONS, OR COULD CAUSE FINANCIAL INSTITUTIONS, ONLINE AND MOBILE PLATFORMS, AND DISTRIBUTORS TO STOP PROVIDING SERVICES TO US, WHICH WE RELY UPON TO RECEIVE PAYMENTS FROM, OR DISTRIBUTE AMOUNTS TO, ITS USERS, OR OTHERWISE TO DELIVER AND PROMOTE ITS SERVICES. Compliance with the various regulations applicable to real-money gaming is costly and time-consuming. Regulatory authorities at the U.S. federal, state and local levels have broad powers with respect to the regulation of real money gaming operations and may revoke, suspend, condition, or limit our real money gaming licenses, impose substantial fines, or take other actions, any one of which may have a material adverse effect on our business, financial condition, results of operations and business prospects. These laws and regulations are dynamic and subject to potentially differing interpretations, and various legislative and regulatory bodies may expand current laws or regulations or enact new laws and regulations regarding these matters. We will strive to comply with all applicable laws and regulations relating to our business. It is possible, however, that these requirements may be interpreted and applied in a manner inconsistent from one jurisdiction to another and may conflict with other rules. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may materially and adversely affect our business. 

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Any real money gaming license could be revoked, suspended or conditioned at any time. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of its offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits, or approvals, and we could incur fines or experience delays related to the licensing process, which could adversely affect its operations. Our delay or failure to obtain or maintain licenses in any jurisdiction may prevent it from distributing its offerings, increasing its customer base and/or generating revenues. We cannot guarantee that it will be able to obtain and maintain the licenses and related approvals necessary to conduct its iGaming and online sports betting operations. Any failure to maintain or renew Our existing licenses, registrations, permits or approvals could have a material adverse effect on its business, financial condition, results of operations and business prospects. 

OUR GROWTH PROSPECTS AND MARKET POTENTIAL WILL DEPEND ON ITS ABILITY TO OBTAIN LICENSES TO OPERATE IN JURISDICTIONS, AND IF WE FAIL TO OBTAIN SUCH LICENSES, ITS BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND BUSINESS PROSPECTS COULD BE IMPAIRED. Our ability to grow its business will depend on its ability to obtain and maintain licenses to offer its product offerings in many jurisdictions or heavily populated jurisdictions. If we fail to obtain and maintain licenses in large jurisdictions or a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of its product offerings, increasing its user base and/or generating revenues. We cannot be certain that it will be able to obtain and maintain licenses and related approvals necessary to conduct its online sports betting operations. Any failure to obtain and maintain licenses, registrations, permits or approvals could have a material adverse effect on its business, financial condition, results of operations and business prospects. 

IN SOME JURISDICTIONS, OUR KEY EXECUTIVES, CERTAIN EMPLOYEES, OR OTHER INDIVIDUALS RELATED TO THE BUSINESS ARE SUBJECT TO LICENSING OR COMPLIANCE REQUIREMENTS. FAILURE BY SUCH INDIVIDUALS TO OBTAIN THE NECESSARY LICENSES OR COMPLY WITH INDIVIDUAL REGULATORY OBLIGATIONS COULD CAUSE THE BUSINESS TO BE NON-COMPLIANT WITH ITS OBLIGATIONS OR IMPERIL ITS ABILITY TO OBTAIN OR MAINTAIN LICENSES NECESSARY FOR THE CONDUCT OF THE BUSINESS. IN SOME CASES, THE REMEDY TO SUCH SITUATION MAY REQUIRE THE REMOVAL OF A KEY EXECUTIVE OR EMPLOYEE AND THE MANDATORY REDEMPTION OR TRANSFER OF SUCH PERSON’S EQUITY SECURITIES. As part of obtaining real money gaming licenses, the responsible Gaming Authority will generally determine the suitability of certain directors, officers, and employees and, in some instances, significant stockholders. The criteria used by Gaming Authorities to determine who requires a finding of suitability or the suitability of an applicant to conduct gaming operations varies among jurisdictions but generally requires extensive and detailed application disclosures followed by a thorough investigation. Gaming Authorities typically have broad discretion in determining whether an applicant should be found suitable to conduct operations within a given jurisdiction. If any Gaming Authority with jurisdiction over our business were to find an applicable officer, director, employee, or significant stockholder is deemed by competent authorities to be unsuitable for licensing or unsuitable to continue having a relationship with us, we would be required to sever its relationship with that person. Furthermore, such Gaming Authorities may require us to terminate the employment of any person who refuses to file required applications. Either result could have a material adverse effect on our business, operations, and prospects.

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Risks Related To Our Securities

WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL. As stated elsewhere herein, we will need to raise additional capital to fund our ongoing operations. We have limited cash on hand and working capital. To secure additional financing, we may need to borrow money or sell more securities.  Under the current circumstances, we may be unable to secure additional financing on favorable terms, if available at all.

OUR NEED FOR CAPITAL WILL CREATE ADDITIONAL RISKS AND CREATE POTENTIAL SUBSTANTIAL DILUTION TO EXISTING SHAREHOLDERS. Our capital expenditures are intended to be funded from third-party sources and affiliates if available, including the incurrence of debt (which may be converted into common stock) and/or the sale of additional equity securities. As of December 31, 2024, the Company is indebted to certain affiliates in the amount of $4,210,127. This debt is due on demand and the Company has no means to repay its existing debt. To the extent that this debt is converted to common stock, the conversion of this debt will cause additional dilution to existing shareholders, which may be substantial. In addition, the sale of additional equity securities or the sale and conversion of other debt will likewise be dilutive to the interests of current equity holders, and such dilution may be substantial. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition, and operating results of the Company.

THE REGULATION OF PENNY STOCKS BY THE SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000).

For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction before the sale.  Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might, therefore, develop.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices   involving   high-pressure   sales tactics and unrealistic   price projections by inexperienced sales persons;  (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;  and  (v) the wholesale dumping of the same securities by promoters and  broker-dealers  after prices  have been  manipulated  to a desired  consequent  investor  losses. Our management is aware of the abuses historically in the penny stock market.  Although we do not expect to be able to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

The shares of our common stock may be thinly traded on OTC-Pink, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable.  As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

21

OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED, AND AS A RESULT, YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES. To date, the public market for our Common Stock has been limited.  We cannot predict that a broader or more active public trading market for our shares of Common Stock will develop or be sustained or that any trading levels will be sustained. Due to these conditions, we; cannot assure investors that they will be able to sell their shares of Common Stock at or near ask prices or at all.

OUR MAJORITY SHAREHOLDER, WHO ALSO IS OUR DIRECTOR, MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY SHAREHOLDERS AT SOME TIME IN THE FUTURE. One of our directors is deemed to beneficially own approximately 42% of our outstanding common stock. The interests of our director may not be, at all times, the same as that of our other shareholders of our other shareholders, but he will have the ability to exert complete control over the affairs of the Company. Also, he will be able to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our articles of incorporation. This concentration of ownership may also have the effect of delaying, deferring, or preventing a change of control of, which may be disadvantageous to minority shareholders.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding Shares so officers, directors and affiliates will be able to sell their Shares if this Registration Statement becomes effective.  Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that do not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the number of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE. Our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low-volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTERESTS DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK WHICH COULD BE MATERIALLY ADVERSE TO THE VALUE OF OUR COMMON STOCK. As of the date of this filing, we had 219,715,851 shares of our common stock issued and outstanding. We are authorized to issue up to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Our Board of Directors may authorize the issuance of additional common or preferred shares under applicable state law without shareholder approval. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future private placements of our securities for capital raising purposes or for other business purposes, including the satisfaction of outstanding debt to affiliates and others. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the price of our common stock. If we need to raise additional capital, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders may be diluted, and such equity securities may have rights, preferences, or privileges senior or more advantageous to our common stockholders.

22

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

FAILURE TO ACHIEVE AND MAINTAIN INTERNAL CONTROLS IN ACCORDANCE WITH SECTIONS 302 AND 404(A) OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND STOCK PRICE. If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented, or amended from time to time, we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud. If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cyber Security.

Risk Management and Strategy

Our cybersecurity policies, standards, processes, and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. Our strategy to assess, identify, and manage material cybersecurity risks is focused on preserving the confidentiality, security, and availability of our information systems and data. We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur. Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; and (5) security incident response to investigate, respond to, and mitigate cyber threats. As needed, we will engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats.

In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances that we have not experienced undetected cybersecurity incidents.

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Governance

Our Board of Directors maintains oversight of risks from cybersecurity threats. Our Chief Executive Officer is assigned oversight of cyber-security risks. Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

Item 2. Properties.

We do not currently own any property. Our executive office is a virtual office located at 100 Spectrum Center Dr. Suite 900, Irvine, CA 92612. We have two satellite offices in Australia; Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia and Lonsdale Street, Level 7, Melbourne, Australia 3000. The Lonsdale address is leased from a business owner of one of the Companies directors on a month to month basis at no charge. We consider our current principal office space arrangement adequate. Annual rent on our main U.S office and our satellite office in Australia are $946 and $460, respectively.

Item 3. Legal Proceedings.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 4. Mine Safety Disclosures.

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock currently trades on the OTCQB Market under the symbol “AAPI.” The table below sets forth, for the fiscal quarters indicated, the high and low bid prices per share of our common stock as reflected on the OTC-Pink through the Third Quarter 2024. On October 14, 2024, the Company’s common stock began trading on the OTCQB platform of OTC Markets. The quotations represent inter-dealer prices without adjustment for retail markups, markdowns, or commissions, and may not necessarily represent actual transactions.

Quarterly Period	High		Low
Fiscal year ended December 31, 2023:
First Quarter	$	3.00	$	2.00
Second Quarter	$	3.00		3.00
Third Quarter	$	3.03		2.50
Fourth Quarter	$	3.03		2.03
Fiscal year ended December 31, 2024:
First Quarter	$	5.00	$	3.30
Second Quarter	$	6.00		4.30
Third Quarter	$	5.90		0.11
Fourth Quarter	$	5.64		0.11

The OTCQB is a quotation system and not a national securities exchange, and many companies have experienced limited liquidity when traded through this quotation system. Any trading has been sporadic and there has been no meaningful trading volume. Any investment in our Company should be considered extremely risky as we are a “shell company,” as defined under the Exchange Act, with no business operations and no revenues.

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Common Stock:

The Company is authorized by its Articles of Incorporation, as amended, to issue 500,000,000 shares of Common Stock. As of December 31, 2024, there were 608 holders of record of the Common Stock.

Preferred Stock:

Our Articles of Incorporation, as amended, authorize the issuance of up to 50,000,000 shares of Preferred Stock. The Company has not yet issued any of its Preferred Stock.

Dividend Policy

The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

On November 1, 2024, the Board of Directors (“Board”) approved the creation of a 2024 Stock Incentive Plan (“2024 Stock Plan” or “Plan”) on terms and conditions to be approved by the Board of Directors. The Board authorized a total of 15,000,000 shares of common stock to be granted under the Plan for the benefit of employees, officers, directors, and consultants, as well as the grant of a total of 10,275,000 stock options under the Plan subject to formal agreements between the grantees and the Company. The 2024 Stock Plan will allow for the grant of stock options and restricted stock awards.

On December 20, 2024, the Board of Directors formally approved the 2024 Stock Plan and increased the number of shares of common stock under the Plan to 20,000,000. In addition, it approved the grant of an additional 5,000,000 stock options for a total of 15,275,000 stock options under Plan, although no formal agreement between the Company and grantees has been approved by the Board of Directors. 

On March 12, 2025, the Board approved an amendment of the Company’s 2024 Stock Incentive Plan to increase the shares issued under the plan from 15,000,000 to 20,000,000 shares of common stock. On that same date, the board approved stock option grants totaling 15,275,000 shares of common stock with an exercise price of $0.25 per share. The effective date of the stock option grants to the grantees was January 15, 2025.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated, audited financial statements of the Company for the annual periods ended December 31, 2024, and December 31, 2023, that appear elsewhere in this 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 annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.

26

Overview

AiS has been engaged in the development of a digital sports betting and gaming platform. Our platform, when complete, will provide users with sports betting and live content sport streaming solutions. Our aim is to create excitement and engagement and deliver the best experiences that enhance sports fandom. Users can access our products via multiple devices including the web and mobile devices. 

We are licensed in North Dakota as an (ADW) provider, subject to completion of TRPB examination, which will allow us to provide pari-mutuel betting on racing in North Dakota and up to an additional 20 states that do not have specific regulations. 

Our two primary markets are the U.S.A. (in select states where we are licensed), Tribal lands (U.S.A.) and Australia.

We will have separate websites for both markets, namely www.appleisports.com in the U.S. and www.appleisports.com.au in Australia.

We have achieved the following milestones:

· Since the inception of AiS through December 31, 2024, we (i) established a core team with the industry skills and experience to manage the Company and (ii) received approximately $2,744,900 in private placement funding and received loans from related parties of more than $3,597,442.

· From December 2021 to October 2022, we developed our Go-to Market outline and marketing strategy, including identifying preferred suppliers for each product and initiating relationships with key suppliers and consultants;

· In June 2022, we submitted our application to the North Dakota Racing Commission for an (ADW) license, subject to the approval of the Thoroughbred Racing Protective Bureau. Completion of the TRPB examination is required to receive a state-issued ADW; This will be concluded subsequent to closing the capital raising.

· In October 2022, we engaged a provider of white-label sportsbook platforms and began customization and integration with key components (KYC, payments, CRM, credit card verification) and data feeds.; Our platform will be implemented within 12-16 weeks of completing the capital raising.;

· Effective March 23, 2023, we completed a change of control transaction pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”) with AiS and the shareholders of AiS. The stock exchange was accounted for under the business combination under the common control of accounting. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the stock exchange are those of AiS and the Company combined. They are recorded at the historical cost basis, and the condensed consolidated financial statements after completion of the stock exchange include the combined assets and liabilities of AiS and the Company from the closing date of the stock exchange, as a result of the issuance of the shares of our common stock pursuant to the stock exchange, a change in control of the Company occurred as of the date of consummation of the transaction.

· In May 2023, we began brand awareness activities by advertising around Australia on SEN Radio, the largest sports radio network in Australia. Advertising continued sporadically through August of 2024;

Effective March 23, 2023, we completed a change of control transaction pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”) with AiS and the shareholders of AiS. The stock exchange was accounted for under the business combination under common control of accounting. Consequently, the assets and liabilities and the historical operations that are reflected in the financial statements prior to the stock exchange are those of AiS and the Company combined and are recorded at the historical cost basis, and the consolidated financial statements after completion of the stock exchange include the combined assets and liabilities of AiS and the Company from the closing date of the stock exchange, as a result of the issuance of the shares of our common stock pursuant to the stock exchange, a change in control of the Company occurred as of the date of consummation of the transaction.

27

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92612, and our phone number is (949) 247-4210. We also maintain satellite offices at offices at Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia and Lonsdale Street, Level 7, Melbourne, Australia 3000. In addition, as mentioned, we have two websites (which do not form a part of this filings): www.appleisports.com in the U.S. and www.appleisports.com.au in Australia.

Our corporate structure is depicted below:

Results of Operations (Audited) for the Fiscal Year Ended December 31, 2024 Compared to the Fiscal Year Ended December 31, 2023.

Results of Operations

During the fiscal years ended December 31, 2024 and 2023, the Company had no revenues. During the same periods, the Company had total operating expenses of $3,419,426 and $3,603,110, respectively. During the year ended December 31, 2024, operating expenses consisted of corporate expenses of $458,366, consulting and professional fees of $2,237,043, and selling, general, and administrative expenses of $724,017. During the year ended December 31, 2023, operating expenses consisted of corporate costs of $548,582, consulting and professional fees of $1,580,451, selling, general and administrative expenses of $810,066, and research and development fees of $664,011. The 6% decrease in operating expenses for the current year over the prior year is driven by increases in consulting and professional fees related to the continued development of the Company’s digital platform. This was offset by the reversal of research and development costs during 2024, as well as decreases in corporate expenses, and a decrease in marketing-related costs.

During the years ended December 31, 2024, and 2023, we had $92,194 and $60,746, respectively, in interest expense attributable to related party debt. The increase in interest expense, net for the current year over the prior year, was due to the increased principal balance on the related party debt.

During the year ended December 31, 2024, we had $659,663 related to debt forgiveness. This was related to the Company rescinding a third-party intellectual property acquisition and reversal of AUD $1,000,000 of accounts payable and recognized forgiveness of debt income of AUD $1,000,000 ($659,663). During the year December 31, 2023, the company had no forgiveness of debt.

During the years that ended December 31, 2024 and 2023, we had $2,821,336 and $3,678,323, respectively in losses from operations for the reasons discussed above. 

28

Liquidity and Capital Resources

As of December 31, 2024, the Company had a working capital deficit of $6,539,584 compared with a working capital deficit of $5,307,174 as of December 31, 2023. The increase in the working capital deficit is primarily a result of an increase in accounts payable and accrued expenses during the years ended December 31, 2024. The Company received funds from private placements (See Net Cash Provided By Financing Activities below) during the year ended December 31 2024, which enabled the reduction of these expenses. 

The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months. The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2024 and 2023:

	December 31,			December 31,
	2024			2023
Net Cash Used in Operating Activities	$	(2,356,400	)	$	(1,466,251	)
Net Cash Used in Investing Activities		(80,000	)		-
Net Cash Provided by Financing Activities		2,508,689			1,468,921
Effect of changes in exchange rate on cash and cash equivalents		(30,795	)		(21,584	)
Net Change in Cash	$	41,494		$	(19,184	)

Operating Activities

During the year ended December 31, 2024, the Company incurred a net loss of $2,821,336, which after adjusting for increased goods and services tax receivable of $8,853, along with increases in accounts payable and accrued expenses of $393,447, accounts payable and accrued expenses to related parties $458,525, accrued payroll of $304,187, accrued interest to related party of $87,629, accrued interest income of $2,998, prepaid and other assets of $4,844, and deposits of $87,629 along with foreign exchange loss of $30,621, forgiveness of debt of $659,663 resulted in net cash of $(2,356,400) being used in operating activities during the period. By comparison, during the year ended December 31, 2023, the Company incurred a net loss of $3,678,323 which after adjusting for increases in goods and services tax receivable of $(46,384), foreign exchange loss of 14,467, accounts payable and accrued expenses of $2,108,523 accrued interest of $60,111 and accrued payroll of $75,085 resulted in net cash of $(1,466,521) being used in operating activities during the period. The year over year increase to Net cash used for operating activities is primarily driven by the increase in consulting and professional fees and related party expenses to help further the development of the app as we grow closer to launch. In addition, the company saw significant changes resulting from the forgiveness of debt for $659K from the recission of intellectual property in April 2024 as well as $88K in deposits for the purchase of a customer database, web domain, and the intent for the purchase of broadband infrastructure and private 5G LTE networks, which were cost that the company had not incurred during prior year.

Investing Activities

During the years ended December 31, 2024, the Company loaned $80,000 to SeaPort, Inc., an unaffiliated third party. By comparison, in the years ended 2023, the Company had no cash flows from investing activities.

Financing Activities

During the year ended December 31, 2024, the Company received $2,508,689 from financing activities by way of $1,163,789 of net proceeds from related party loans and $1,344,900 of proceeds from common stock issuances. By comparison, during the year ended December 31, 2023, the Company received $1,468,921 from financing activities by way of $1,368,621 in loans from related parties, $100,000 from stock issuances, and $300 in advances from related parties. The significant year over year increase in finance activities is primarily due to the issuance of 5,379,600 shares of common stock resulting in $1,344,362 proceeds from common stock issuance for the year compared to prior year.

The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the related parties will continue to fund the Company’s working capital needs. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Contractual Obligations

None.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 1 – Summary of Significant Accounting Policies and Basis of Presentation of the accompanying consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Please refer to Note 3 to the Financial Statements included elsewhere in this Report for further discussion on our accounting Policies.

29

Implementation of our Business Plan.

In order to fully implement our business plan, we will require a total of $5,500,000 in public or private funds to be allocated during the next 12 months. The estimated cost breakdown is as follows:

Amount ($)	Expenditure
200,000	Sportsbook completion and deployment
800,000	Apple iSports 24/7 branded app completion and deployment
1,500,000	Marketing and Public Relations
1,500,000	Acquisition of existing operators in Australia and the US
500,000	Legal and regulatory
1,000,000	Administration and compensation to officers
5,500,000	Total

Legal and regulatory includes legal and audit fees in connection with the Company’s filings with the Securities and Exchange Commission as well as supporting applications for ADW and sports betting licenses in various U.S. states.

Administration and compensation includes administrative overhead and salaries to officers. 

If we are unable to raise the entirety of the required funds $5,500,000, we will have to curtail our operations. If we receive $1,500,000 in funding, we will allocate such funds as follows;

· $550,000 for the completion and deployment of our Sportsbook product in Australia.

· $500,000 for the completion and rollout of our Live Content Sports Streaming app which will enable us to deliver the app in Australia and all states of the U.S.,

· $100,000 for professional and advisory fees,

· $250,000 for marketing and public relations, and

· $100,000 for salaries.

· $1,500,000 - Total

We expect to generate gaming revenues from the rollout of our racing Sportsbook in Australia. We also expect to generate advertising revenue from the rollout of our Live Content Sports Streaming in Australia and all states of the U.S. At this time, we cannot predict the level of income from the projected revenue sources.

Thereafter, as more cash becomes available, we plan to prioritize our operations in the following order:

· Sports and racing betting in Australia,

· 24/7 Sports rollout in Australia and the US,

· Racing rollout in North Dakota and related states,

· Marketing relating to racing,

· Sports betting rollout in initial U.S. states, and

· Expansion of ADW (racing) and sports betting to additional states.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, the Company is not required to provide this information.

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Item 8. Financial Statements and Supplementary Data.

Audited financial statements begin on the following page of this report

Apple iSports Group, Inc.

Index to Financial Statements

	Page
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FIRM ID 5525)	F-2
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FIRM ID 00536)	F-3
CONSOLIDATED BALANCE SHEETS	F-4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	F-5
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Apple iSports Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Apple iSports Group, Inc. (“the Company”) as of December 31, 2024, and the related consolidated statements of comprehensive loss, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2024.

Spokane, Washington

April 1, 2025

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Apple iSports Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Apple iSports Group, Inc. and subsidiaries (the Company) as of December 31, 2023 and the related statements of comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2023 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of their operations and their cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs, incurred a net loss and negative cash flow from operations for the year ended December 31, 2023, which raises substantial doubt about their ability to continue as a going concern. Management’s plan in regard to these matters are described in Note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

/s/ Morison Cogen LLP

We served as the Company’s auditor from 2022 to 2024.

Blue Bell, Pennsylvania

April 22, 2024

F-3

APPLE ISPORTS GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2024			2023
Assets
Current assets:
Cash and cash equivalents	$	42,167		$	673
Goods and service tax receivable		48,073			61,798
Marketable security		100			100
Prepaid and other assets		11,440			6,812
Total current assets		101,780			69,383
Deposits		87,313			-
Notes Receivable		80,000			-
Accrued interest income		2,998			-
Total assets	$	272,091		$	69,383
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,024,108		$	2,464,558
Accounts payable and accrued expenses – related parties		458,525			-
Due to related party		4,999			4,999
Loans payable - related parties		3,597,442			2,720,549
Accrued interest - related parties		154,160			77,964
Accrued payroll		402,130			108,487
Total current liabilities		6,641,364			5,376,557
Total liabilities		6,641,364			5,376,557
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 208,484,811 and 202,784,211 issued and outstanding as of December 31, 2024 and 2023		20,848			20,278
Additional paid-in capital		6,567,575			5,223,245
Treasury stock, 1 share, at cost		(52,954	)		(52,954	)
Accumulated other comprehensive income		354,207			(60,130	)
Accumulated deficit		(13,258,949	)		(10,437,613	)
Total stockholders’ deficit		(6,369,273	)		(5,307,174	)
Total Liabilities and Stockholders’ Deficit	$	272,091		$	69,383

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

F-4

APPLE ISPORTS GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Years Ended
	December 31,
	2024			2023
Net revenues	$	-		$	-
Operating expenses:
Corporate expense		458,366			548,582
Consulting and professional fees		2,237,043			1,580,451
Selling, general and administrative		724,017			810,066
Research and development		-			664,011
Total operating expenses		3,419,426			3,603,110
Loss from operations		(3,419,426	)		(3,603,110	)
Other expenses (income):
Forgiveness of debt		(659,663	)		-
Interest expense		92,194			60,746
Foreign exchange loss		(30,621	)		14,467
Total other expenses (income)		(598,090	)		75,213
Operating loss before income taxes		(2,821,336	)		(3,678,323	)
Provision for income taxes		-			-
Net loss	$	(2,821,336	)	$	(3,678,323	)
Foreign currency translation adjustment		414,337			(87,088	)
Comprehensive loss	$	(2,406,999	)	$	(3,765,411	)
Net loss per share - basic and diluted	($0.00)			($0.02)
Weighted number of shares outstanding
Basic and Diluted		206,701,891			202,746,293

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

F-5

APPLE ISPORTS GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

											Accumulated
					Additional						Other
	Common				Paid-In			Treasury			Comprehensive			Accumulated			Stockholders’
	Shares		Par Value		Capital			Stock			Income			Deficit			(Deficit)
Balance as of December 31, 2023		202,784,211	$	20,278	$	5,223,245		$	(52,954	)	$	(60,130	)	$	(10,437,613	)	$	(5,307,174	)
Issuance of subsidiary common stock		5,379,600		538		1,344,362												1,344,900
Stock issuance modification of subsidiary common stock		320,000		32		(32	)											—
Other comprehensive income												414,337						414,337
Net loss															(2,821,336	)		(2,821,336	)
Balance as of December 31, 2024		208,483,811	$	20,848	$	6,567,575		$	(52,954	)	$	354,207		$	(13,258,949	)	$	(6,369,273	)

											Accumulated
					Additional						Other
	Common				Paid-In			Treasury			Comprehensive			Accumulated			Stockholders’
	Shares		Par Value		Capital			Stock			Income			Deficit			(Deficit)
Balance as of December 31, 2022		7,642,211	$	764	$	5,142,759		$	(52,954	)	$	26,958		$	(6,759,290	)	$	(1,641,763	)
Shares issued with merger		195,062,000		19,506		(19,506	)											—
Issuance of common stock		80,000		8		99,992												100,000
Other comprehensive income												(87,088	)					(87,088	)
Net loss															(3,678,323	)		(3,678,323	)
Balance as of December 31, 2023		202,784,211	$	20,278	$	5,223,245		$	(52,954	)	$	(60,130	)	$	(10,437,613	)	$	(5,307,174	)

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

F-6

APPLE ISPORTS GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended
	December 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(2,821,336	)	$	(3,678,323	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss		(30,621	)		14,467
Forgiveness of debt		(659,663	)		-
Change in operating assets and liabilities:
Good and services tax receivable		8,853			(46,384	)
Accrued interest income		(2,998	)		-
Accounts payable and accrued expenses		393,447			2,108,523
Accounts payable and accrued expenses – related parties		458,525			-
Accrued interest - related party		87,629			60,111
Accrued payroll		304,187			75,085
Prepaid and other assets		(4,844	)		-
Deposits		(89,580	)		-
Net cash used in operating activities		(2,356,400	)		(1,466,521	)
Cash flows from investing activities
Convertible notes receivable		(80,000	)		-
Net cash used in investing activities		(80,000	)		-
Cash flows from financing activities
Advances to related party		-			300
Proceeds from loan payable from related party		1,163,789			1,368,621
Proceeds from issuance of common stock		1,344,900			100,000
Net cash provided by financing activities		2,508,689			1,468,921
Effect of changes in exchange rates on cash and cash equivalents		(30,795	)		(21,584	)
Net increase (decrease) in cash and cash equivalents		41,494			(19,184	)
Cash and cash equivalents, beginning of year		673			19,857
Cash and cash equivalents, end of year	$	42,167		$	673
Supplemental disclosure of cash flow information:
Cash paid for interest		-			-
Cash paid for income tax		-			-
Noncash increase in Forgiveness of debt		(659,663	)		-

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

F-7

APPLE ISPORTS GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. COMPANY HISTORY AND NATURE OF BUSINESS

Apple iSports Group, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.com and effective August 31, 2023, changed its name to Apple iSports Group, Inc. Effective March 23, 2023, the Company closed a share exchange pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”), with Apple iSports, Inc. (“AiS”), a Delaware corporation and the stockholders of AiS. Pursuant to the Stock Exchange Agreement, the Company issued to the AiS stockholders 195,062,000 shares of its common stock, par value $0.0001 per share in exchange for all of the issued and outstanding capital stock (195,062,000 shares of common stock) of AiS. AiS became a wholly-owned subsidiary of the Company. In connection with this transaction, the Company elected to change its fiscal year end from April 30 to December 31. For financial reporting purposes, the transaction is considered a combination of businesses under common control, as the Company and AiS were commonly controlled. Thus, the Company retroactively combined the results of operations and related assets and liabilities of the Company and AiS for all periods presented.

AiS, formed on May 29, 2019, in the State of Delaware, has been engaged in the development of an online sports portal that will include racing and sports betting, fantasy sports, and sports content. On November 9, 2021, AiS incorporated Apple iSports Pty Ltd (“AIS Australia”) as a wholly owned subsidiary of AiS.

Paramount Capital Inc. was formed on September 19, 2019, in the State of Wyoming. It is a wholly-owned subsidiary of the Company and since inception, it has had limited operating activity. Effective September 19, 2024, the Company amended Paramount Capital Inc.’s name to AiSportsTek, Inc.

NOTE 2. GOING CONCERN

The Company’s consolidated financial statements are prepared on a going concern basis of accounting, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the year ended December 31, 2024, the Company reported a net loss of $2,821,336, negative working capital of $6,539,584 and an accumulated deficit of $13,258,949. These conditions 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 its ability to develop additional sources of debt and, or, equity to fund the continued development of its multi-faceted sports betting platform and ultimately achieve profitable operations. The Company’s plan is to obtain such resources by relying upon continued advances from significant stockholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing. However, the Company cannot provide any assurances that it will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Certain prior year amounts have been reclassified for consistency with the current year's presentation. These reclassifications had no effect on the reported results of operations.

These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia, AiS TEK, and Kiva Gaming, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan.

F-8

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Intellectual property rights

The Company depends in part upon proprietary technology and is actively looking to increase and enhance its proprietary technology through the acquisition of third-party intellectual property. As such, in 2022, the Company entered into an agreement to transfer AUD $1,000,000 (U.S. $664,011) in the Company’s shares to a third-party in exchange for certain intellectual property. During the first quarter of 2023, the Company took possession of the intellectual property and commenced a trial period to review the intellectual property; however, the Company determined that the intellectual property was not viable for their operations and returned the intellectual property to the third-party. Since the Company took possession of the intellectual property, it recognized the related expense during the first quarter of 2023; however, in April 2024, the Company and the third-party entered into a binding recission agreement and reversed AUD $1,000,000 of accounts payable and recognized forgiveness of debt income of AUD $1,000,000 ($659,663).

Foreign Currency Transactions and Translation

The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”).

For the purpose of presenting these consolidated financial statements the reporting currency is U.S. $. AIS Australia’s assets and liabilities are expressed in U.S. $ at the exchange rate on the balance sheet date, stockholders’ equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ deficit section of the balance sheets.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the consolidated statements of comprehensive loss.

Exchange rates used for the translations are as follows:

AUD to U.S. $	Period End		Average
December 31, 2024		0.6219		0.6597
December 31, 2023		0.6812		0.6640

Fair Values of Financial Instruments

The Company adopted Accounting Standards Codification (“ASC”) 820 Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available.  The three levels are defined as follow:

· Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

· Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

F-9

As of the balance sheet date, the estimated fair values of accounts payable, accrued expenses, loan payable – related parties, and due to related party approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period.

Related Party Transactions

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4 below for details of related party transactions in the period presented.

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. Australian bank accounts are insured with deposit protection of up to AUD $250,000. U.S. bank accounts are insured with deposit protection up to $250,000. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Deposits

In April 2024, the Company entered into a term sheet agreement for the proposed purchase of a customer database and web domain from an Australian proprietary limited company. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, the negotiation of definitive agreements (including an asset purchase agreement), the satisfaction of the conditions negotiated therein, approval of the transaction by the board and stockholders of both companies, as well as regulatory approvals and other customary conditions. There can be no assurance that the definitive agreements will be entered into or that the proposed purchase of these certain assets will be consummated on the terms or timeframe currently contemplated or at all. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the term sheet, the Company paid a deposit of AUD $60,000 (U.S. $37,313), which is included in deposits on the consolidated balance sheet as of December 31, 2024.

In November 2024, the Company entered into a Letter of Intent for the purchase of broadband infrastructure and private 5G LTE networks. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, negotiation of the Purchase Price, and a definitive agreement. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the Letter of Intent, the Company paid a deposit of $50,000, which is included in deposits on the consolidated balance sheet as of December 31, 2024.

Convertible Notes Receivable

Convertible notes receivable are classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Convertible notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary.

Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at levels considered adequate to cover expected credit losses on the loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of future cash flows.

The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method. The effective interest method is applied on a loan-by-loan basis when the collectability of future payments is reasonably assured. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loans are placed on non-accrual status if the collection of principal and interest is considered doubtful, which is typically 90 days after the loan becomes delinquent.

F-10

Revenue Recognition

The Company determines revenue recognition through the following steps:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations in the contract

Step 5: Recognize revenue when the entity satisfies a performance obligation

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Comprehensive income (loss)

The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss).

Earnings (Loss) Per Share

The Company follows ASC 260 when reporting earnings (loss) per share (EPS) resulting in the presentation of basic and diluted earnings (loss) per share. Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted EPS is not presented when its effect is anti-dilutive. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same.

F-11

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates.

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023, utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements but did change how the allowance for credit losses is determined.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. The amendments in this Update affect the reporting of each segment's profit or loss during the period beginning the year ended December 31, 2024, and for the interim periods beginning January 1, 2025. The Company adopted this guidance retrospectively on December 31, 2024. Refer to Note 11, segment reporting for the inclusion of the new required disclosure.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

F-12

NOTE 4. CONVERTIBLE NOTES RECEIVABLE

On March 6, 2024, the Company entered into a Convertible Promissory Note Purchase Agreement with SeaPort Inc., where the Company agreed to loan a maximum of $1,000,000 to SeaPort, Inc. The note is convertible into common shares of Seaport, Inc. at a conversion price equal to the pre-money investment (as defined in the agreement) divided by the aggregate number of fully diluted shares of Seaport Inc.’s common stock as of the conversion date. As of December 31, 2024, the Company had loaned $80,000 to SeaPort, Inc., with an annual interest rate of 5% per year. The loan is structured with several maturity dates of March 6, 2027, April 29, 2027, and May 28, 2027. During the year ended December 31, 2024, the Company recorded $2,998 in interest income related to the loan. As of December 31, 2024, the Company has accrued $2,998 of interest income related to the loan.

NOTE 5. RELATED PARTIES

Related Party Payables

Related Party	Note	December 31, 2024		December 31, 2023
Cres Discretionary Trust No. 2	(a)	$	3,064,914	$	2,145,875
Apple iSports Investment Group Pty	(b)		161,975		177,420
ABA Investment Group Pty Ltd	(c)		280,033		306,734
Utti Oco Pty Ltd	(d)		68,970		68,970
Mt. Wills Gold Mines Pty Ltd	(e)		21,550		21,550
Total loan payable		$	3,597,442	$	2,720,549
Cres Discretionary Trust No. 2	(a)		125,222		60,752
Apple iSports Investment Group Pty	(b)		12,379		8,251
ABA Investment Group Pty Ltd	(c)		16,559		8,961
Total accrued interest		$	154,160	$	77,964
Due to Stockholder	(f)		4,999		4,999
Total Due to related party			4,999		4,999

		Year Ended
		December 31,
		2024		2023
Related party interest expenses:
Cres Discretionary Trust No. 2	(a)		74,583		50,123
Apple iSports Investment Group Pty	(b)		4,526		5,342
ABA Investment Group Pty Ltd	(c)		8,887		6,250
Total related party interest expenses			87,996		61,407

a) On May 30, 2019, the Company entered into a loan agreement with Cres Discretionary Trust No.2 (the “Lender”). The Company’s director is the sole officer and controlling stockholder of the Lender. The Lender also is the Company’s majority shareholder. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Lender.

b) On April 8, 2022, the Company’s second-tier subsidiary, AIS Australia entered into a loan agreement with Apple iSports Investment Group Pty Ltd (the “Subsidiary Lender”). The Subsidiary Lender is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender.

c) On April 8, 2022, the Company’s second-tier subsidiary, AIS Australia, entered into a loan agreement with ABA Investment Group Ltd (the “Subsidiary Lender 2”). The Subsidiary Lender 2 is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender 2.

d) On March 31, 2022, the Company entered into a loan agreement with Utti Pty Ltd (“Utti”). Utti is owned by a director of the Company. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand.

e) On March 31, 2022, the Company entered into a loan agreement with Mt. Wills Gold Mines Pty Ltd (“Mt. Wills”). The Company’s director also is a director and shareholder of Mt. Wills. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand.

f) A director of the Company has advanced cash to the Company. The advances were unsecured and interest-free.

F-13

NOTE 6. INCOME TAXES

The Company utilized the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

a. United States (U.S.)

The Company is subject to U.S. tax laws at a tax rate of 21%. No provision for US federal income taxes has been made as the Company had no taxable income for the years ended December 31, 2024, and 2023. The Company is subject to the State of Delaware tax laws at a tax rate of 8.7%.

b. Australia (AU)

Apple iSports Pty Ltd, a wholly owned subsidiary of the Company, was incorporated in Australia in November 2021 and may be subject to a corporate income tax on its activities conducted in Australia and income arising in or from Australia. No provision for income tax has been made as the subsidiary had no taxable income for the years ended December 31, 2024, and 2023. The applicable statutory tax rate is 25%.

The Company’s income tax returns are subject to the various tax authorities’ examinations. The federal, state, and local authorities of the U.S. may examine the Company’s tax returns filed in the U.S. for three years from the date of filing. The Company’s U.S. income tax returns since 2019 are currently subject to examination.

The Australian Taxation Office may examine the Company’s income tax returns filed in Australia for 4 years from the date of filing. The Company’s Australian subsidiary’s tax year end is currently June 30. The Company is planning on filing its tax return by the deadline on May 15, 2025.

Significant components of the Company’s net deferred income tax assets as of December 31, 2024 and 2023 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S. federal tax and Australian tax purposes are available for carryforward indefinitely for use in offsetting taxable income. The U.S. federal net operating loss carry forward offset is limited to up to 80% of the taxable income. The State of Delaware net operating loss carry forwards are available for carry forward for 20 years for use in offsetting taxable income. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry-forward period.

As of December 31, 2024 and 2023, the Company had total net operating loss carryforwards of approximately $3,270,140 and $2,495,974, respectively, which consists of U.S. federal and State of Delaware net operating loss carryforwards of $1,111,279 and $678,660 and Australian net operating losses of $2,156,491 and $1,817,314.

The income tax (benefit) provision consists of the following:

	December 31, 2024			December 31, 2023
Current	$	-		$	-
Deferred
United States – Federal & State		(434,995	)		(315,184	)
Australia		(339,177	)		(654,274	)
Change in valuation allowance		774,172			969,458
Income tax expense (benefit)	$	-		$	-

F-14

The reconciliation of the statutory federal, state, and foreign rate to the Company’s effective income tax rate is as follows:

	December 31, 2024			December 31, 2023
U.S. federal income tax benefit
Federal statutory rate		25	%		25	%
State tax, net of federal tax effect		6.9	%		6.9	%
Foreign tax, net of federal tax effect		19.8	%		19.8	%
Change valuation allowance		(51.7	)%		(51.7	)%
Net		0.0	%		0.0	%

The primary components of the Company’s December 31, 2024 and 2023 deferred tax assets and related valuation allowances are as follows:

	December 31, 2024			December 31, 2023
Net operating loss – United States	$	450,090		$	659,338
Net operating loss - Australia		793,506			1,014,065
Valuation allowance		(1,243,596	)		(1,673,403	)
Deferred tax assets	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. The value of the deferred tax assets was offset by a valuation allowance due to the current uncertainty of the future realization of the deferred tax assets.

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions.

The Company follows FASB ASC 740.10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of comprehensive income (loss). As of January 1, 2023, the Company had no unrecognized tax benefits and no charge during 2024, and accordingly, the Company did not recognize any interest or penalties during 2024 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2024.

NOTE 7. STOCKHOLDERS’ DEFICIT

On May 5, 2022, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Nevada Secretary of State which;

(a). Increased the authorized shares of common stock of the Company, par value $0.0001, from 200,000,000 shares to 500,000,000 shares, and

(b). Increased the authorized shares of preferred stock of the Company, par value $0.0001, from 10,000,000 shares to 50,000,000 shares and all such shares be deemed “blank check” preferred shares in accordance with Article Seventeen of the Company’s Amended and Restated Articles of Incorporation.

F-15

Preferred Stock

As of December 31, 2024, and December 31, 2023, the Company was authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001.

No shares of preferred stock were issued or outstanding as of and during the years ended December 31, 2024, and the year ended December 31, 2023, respectively.

Common Stock

As of December 31, 2024 and December 31, 2023, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001. As of December 31, 2024 and December 31, 2023, the Company had 208,484,811 and 202,784,211 shares issued and outstanding, respectively.

On July 24, 2024, the Company entered into a subscription agreement with an unaffiliated third-party pursuant to which the Company received $50,000 in proceeds in exchange for the issuance of 200,000 shares of common stock. On May 17, 2024, the Company modified its 2023 subscription agreement with a subscriber for the purchase of 80,000 shares at a price of $1.25 and issued an additional 320,000 shares of common stock for total of 400,000 shares at a price of $0.25.

On April 26, 2024, the Company entered into a subscription agreement with unaffiliated third parties pursuant to which the Company received $647,300 in proceeds in exchange for the issuance of 2,589,200 shares of common stock.

On February 16, 2024, the Company entered into a subscription agreement with unaffiliated third parties pursuant to which the Company received $647,600 in proceeds in exchange for the issuance of 2,590,400 shares of common stock.

On March 23, 2023, pursuant to the Stock Exchange Agreement with AiS, the Company issued 195,062,000 shares of its common stock. Along with the Stock Exchange Agreement, the Company also reissued 31,000 stock purchase warrants that had been previously issued by AiS.

On June 20, 2023, the Company received a subscription agreement for the purchase of 80,000 shares at a price of $1.25 for total proceeds of $100,000.

Treasury Stock

The Company’s treasury stock comprised one share of common stock acquired at a cost of $52,954.

NOTE 8. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company or its subsidiaries may be named a party to claims and/or legal proceedings. Neither the Company nor its subsidiaries have been named in and are not aware of any matters which management believes will result, either individually or in the aggregate, in a material adverse effect to its financial condition or results of operations.

As of December 31, 2024, the Company leased short term office spaces (12 months or less), and as an accounting policy election, the Company has excluded all short term leases from presentation on the balance sheet.

NOTE 9. STOCK PLAN

On November 1, 2024, the Board of Directors of the Company approved the creation of the 2024 Stock Incentive Plan (“2024 Stock Plan”). The maximum number of common stock authorized and available for issuance under the 2024 Stock Plan is 15,000,000 shares of common stock. It also approved the stock option grant of a total of 10,275,000, under the 2024 Stock Plan, to the employees, officers, directors and consultants of the company. The options have an exercise price of $0.25 per share, which was based on the subscription price of the Company’s current private placement offering. Formal agreement between the Company and each grantee have not been approved by the Board nor executed by the parties.

F-16

NOTE 10. SEGMENT REPORTING

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker (“CODM”) and are used in resource allocation and performance assessments. The Company’s Chief Executive Officer is the Company’s CODM. The Company is organized and operates as one operating and reportable segment that is developing a digital sports betting and gaming platform.

The Company’s CODM reviews financial information and operational forecasts presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. The Company’s CODM assesses performance for the Company’s single reportable segment based on the Company’s net income (loss) as reported on the consolidated statement of comprehensive income (loss).

NOTE 11. SUBSEQUENT EVENTS

On January 9, 2025, on January 9, 2025 the Company and Cres Pty Ltd at Cres Discretionary Trust No 2 (“Cres”) entered into a loan conversion agreement by which the Company converted and discharged certain outstanding loans to the Company in exchange for certain shares of the Company’s common stock. The loan converted by Cres was $2,907,760 resulting in the issuance of 11,231,040 shares of common stock to Cres.

On December 21, 2024, the Company reported the appointment of Mr. Lyndon Hsu to the Company’s Board of Directors. The Company also reported that he received 800,000 shares of common stock per year in stock options for 2 years. On February 5, 2025, the Board of Directors amended the terms of the stock option grant that the initial 800,000 share of common stock were granted immediately to Mr. Hsu at no cost and the second 800,000 shares of common stock will be granted to Mr. Hsu at no cost on the first anniversary of his Director appointment provided he remains a director of the company at such time.

On February 13, 2025, the Company entered into a subscription agreement with an unaffiliated third-party pursuant to which the Company received $25,000 in proceeds in exchange for 6,250 shares of Common Stock. These shares have been subscribed, but as of March 31, 2024 have not been issued.

On March 6, 2025, the Company entered into a subscription agreement with two unaffiliated third-parties pursuant to which the Company received a total of $253,504 in proceeds in exchange for 63,376 shares of Common Stock. These shares have been subscribed, but as of March 31, 2024 have not been issued.

On March 12, 2025, the Board approved an amendment of the Company’s 2024 Stock Incentive Plan to increase the shares issued under the plan from 15,000,000 to 20,000,000 shares of common stock. On that same date, the board approved stock option grants totaling 15,275,000 shares of common stock with an exercise price of $0.25 per share. The effective date of the stock option grants to the grantees was January 15, 2025.

F-17

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

On September 30, 2024, in conjunction with its exit from providing audit services to publicly traded companies, Morison Cogen LLP (“Morison Cogen”) resigned from its role as independent registered public accounting firm for Apple iSports Group, Inc. (the “Company).

On October 3, 2024, the Company engaged Stephano Slack LLC as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2024 (after receiving approval of the Company’s Board of Directors).

On November 26, 2024, the Company received a resignation letter from Stephano Slack LLC (“Former Auditor”) with an effective date of November 21, 2024 whereby the Former Auditor resigned from its role as independent registered public accounting firm for Apple iSports Group, Inc. (the “Company”).

On December 3, 2024, the Company engaged Fruci & Asscociates II, PLLC (“New Auditor”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2024 (after receiving approval of the Company’s Board of Directors).

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices, or financial statement disclosure.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as December 31, 2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

· Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. 

The Company’s management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013), which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

Management has concluded that our internal control over financial reporting had the following material deficiencies:

· Due to the absence of a sufficient system of overall internal controls over financial reporting, we were unable to maintain segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director.

· Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures.

While these control deficiencies did not result in any audit adjustments to our 2024 interim or annual financial statements, as previously reported, it resulted in a material misstatement to the interim 2023 financials. In connection with the preparation of the Company's Consolidated Financial Statements for the year ended December 31, 2023, the Company discovered that the prior 2023 quarters had not appropriately accounted for its research and development intellectual property rights, including the recording of the expense and its corresponding accounts payable.  Additionally, the total number of common shares outstanding as of December 31, 2022 and 2021 were incorrectly reflected as 202,704,211 shares when the actual number of outstanding shares was 7,642,211, resulting in a reclassification of $19,506 from common stock at par to additional paid in capital on the December 31, 2022 Condensed Consolidated Balance Sheet and the Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2023 and 2022. As such these amounts were previously adjusted. Accordingly, we have determined that this control deficiency constitutes a material weakness.

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To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of the principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act which permits us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

During the fiscal year ended December 31, 2024, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information.

The Company has also corrected certain other identified rounding and immaterial errors that were identified during the impacted year.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None

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PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

The following table sets forth the name, age, and position of sole executive officers and directors. Executive officers are elected annually by our Board of Directors.  Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified.  Directors are elected annually by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

NAME	AGE	POSITION
Joe Martinez	72	Chief Executive Officer, Chief Financial Officer, and Director
Jeremy Samuel	55	President and Director
Lee Saltzer	42	Chief Operating Officer
Marino Sussich	64	Director
Lincoln Hsu	59	Director

Joe Martinez. Mr. Martinez became Chairman and Chief Executive Officer of the Company in connection with the closing of the Stock Exchange Agreement on March 23, 2023. He became Chairman and Chief Executive Officer of AiS on August 15, 2022. Mr. Martinez brings a strong background as a financial and operating executive with numerous Silicon Valley-based companies. Since January 2022, he has been the chief revenue officer of IPK Technologies, San Diego, California. In addition, Mr. Martinez is the founder and managing partner of Core Venture Partners, LLC, a merchant banking firm founded in 1998 that provides management consulting and financial advisory services to early-stage, middle-market public and private companies. Mr. Martinez has graduate degrees from the University of Denver.

Jeremy Samuel. Mr. Samuel became the Company’s President in connection with the closing of the Stock Exchange Agreement on March 23, 2023. He was appointed President and Chief Executive Officer of AiS in October 2021. He resigned as Chief Executive Officer on August 15, 2022. He has been the principal of Clarity Growth Solutions, a consulting firm providing digital marketing, which coincided with the appointment of Mr. Martinez. From August 2005 to the present, he has been the principal of Clarity Growth Solutions, a consulting firm providing digital, marketing, and technology strategies to various clients in greater Melbourne, Australia.

Lee Saltzer. Mr. Saltzer became the Company’s Chief Operating Officer in connection with the closing of the Stock Exchange Agreement on March 23, 2023. He was appointed Chief Operating Officer of AiS in February 2023. Mr. Saltzer has nearly 25 years of industry experience, having worked for some of the most successful online wagering companies in Australia in operational, managerial, and executive roles, including as head of racing operations and head of trading operations. He brings deep experience in the technical, operational, regulatory, and marketing aspects of online wagering.

Marino Sussich. Mr. Sussich was appointed sole officer and director of the Company on November 16, 2022. He resigned in his officer capacity on the closing date of the Stock Exchange Agreement on March 23, 2023; however, he remains a director of the Company. He was the founder of AiS. Mr. Sussich is a serial entrepreneur who has provided consulting services to small and medium-sized companies.

Lincoln Hsu. Mr. Hsu became a Director in December 2024. Mr. Hsu is a former banker and financial executive, in addition to being an entrepreneur and investor with significant experience in the gaming industry. Since July 2022, he has been involved in several gaming-related companies located in Australia. In 2022, he was the founding chairman and board member of BetCloud Pty Ltd, Melbourne, Australia, a wagering and data science company located in Melbourne.

Family Relationship

There is no family relationship among the directors and officers of the Company.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been involved during the past ten years in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

33

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who own more than 10% of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission (hereinafter referred to as the “Commission”) initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership, of Common Stock and other equity securities of the Company on Forms 3, 4, and 5, respectively (“Section 16 Reporting”). Executive officers, directors and greater than 10% shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) reports they file.

During this fiscal year, the Section 16 Reporting was not complied with by the Company’s officers, directors and greater than 10% of shareholders. Compliance by such parties will be accomplished as soon as possible.

Significant Employees

We have no significant employees other than the officers and directors named in this Annual Report.

Code of Business Conduct and Code of Ethics

Our Board of Directors has not adopted a Code of Business Conduct and Ethics because we currently have only one individual serving as our sole officer and director.

Nominating Committee

We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

Audit and Compensation Committee

The Board of Directors acts as the audit committee and compensation committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Rule 10b5-1 Plans

There are no 10b5-1 plans with respect to the Company’s employees, officers or directors and as a result the Company is not required to provide any disclosure regarding a 10b5-1 plan under Items 408(b) or 402(x) under Regulation S-K.

Item 11. Executive Compensation.

Executive Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the named persons for services rendered in all capacities during the fiscal years ended December 31, 2024, and December 31, 2023. No other executive officer received a total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Marino Sussich	2024		-		-		-		-		-		-
Former Chairman and Current Director	2023		-		-		-		-		-		-
Lyndon Hsu Director	2024
Graham Martin	2024		-		-		-		-		-		-
Former Chairman	2023		-		-		-		-		-		-
Jeremy Samuel (1)	2024		240,000		-		-		-		-		240,000
Former Chief Executive Officer, Current President, and Director	2023		240,000		-		-		-		-		240,000
Stephen Oliver (2)
Former Chief Operations Officer	2023		19,920		-		-		-		-		19,920
Rishi Kher	2024		34,422										34,422
Former Chief Financial Officer (3)	2023		70,385		-		-		-		-		70,385
Ashley Kent					-		-		-		-		-
Former Chief Marketing Officer (4)	2023		19,920		-		-		-		-		19,920
Joe Martinez	2024		280,000		-		-		-		-		280,000
Chief Executive Officer, Chief Financial Officer and Chairman (5)	2023		240,000		-		-		-		-		240,000
Lee Saltzer	2024		147,102		-		-		-		-		147,102
Chief Operating Officer (6)	2023		129,482		-		-		-		-		129,482

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Employment Agreements.

Except as noted below, there are no agreements or understandings for any of our executive officers or directors to resign at the request of another person and no officer or director is acting on behalf of nor will any of them act at the direction of any other person.

(1) On November 1, 2021, Mr. Jeremy Samuel and Apple iSports, Inc. entered into a Letter of Engagement for the appointment of Mr. Samuel as President of Apple iSports Inc. for a period of three years. His annual salary is $240,000

(2). On December 30, 2021, Mr. Stephen Oliver and Apple iSports Australia Pty Ltd entered into a Letter of Engagement for the appointment of Mr. Oliver as the Chief Operating Officer of Apple iSports Australia Pty Ltd. His annual salary for 2022 was AUD $180,000 (USD $125,046). His contract expired on February 28, 2023, for which he received a total 2023 compensation of AUD $30,000 (USD $19,920)

(3). On November 30, 2021, Mr. Rishi Kher and Apple iSports Australia Pty Ltd entered into a Letter of Engagement for the appointment of Mr. Kher as the Chief Financial Officer of Apple iSports Australia Pty Ltd. Beginning 1/1/2023, Mr. Kher's contract was renegotiated to reflect an annual 2023 salary of AUD $106,000 (USD $70,385). On May 16, 2024 Rishi resigned as the Company's Chief Financial Officer. His total salary in 2024 was $34,433.

(4). On June 1, 2022, Mr. Ashley Kent and Apple iSports Australia Pty Ltd entered into a Letter of Engagement for the appointment of Mr. Kent as the Chief Marketing Officer of Apple iSports Australia Pty Ltd. His contract expired on February 28, 2023, for which he received a total 2023 compensation of AUD $30,000 (USD $19,920)

(5). On August 15, 2022, Mr. Joe Martinez and Apple iSports, Inc. entered into a Letter of Engagement for the appointment of Mr. Martinez as CEO and Chairman of Apple iSports Inc. In October 2024, his annual salary increased to $400,000.

(6) On February 1, 2023, Mr. Lee Saltzer was appointed Chief Operating Officer of Apple iSports Australia Pty Ltd. His annual salary for 2024 and 2023 was $222,996 (USD $147,102) and AUD $195,000 (USD $129,482).

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the fiscal year ended December 31, 2024. However, On March 12, 2025, the Board approved an amendment of the Company’s 2024 Stock Incentive Plan to increase the shares issued under the plan from 15,000,000 to 20,000,000 shares of common stock. On that same date, the board approved stock option grants totaling 15,275,000 shares of common stock with an exercise price of $0.25 per share. The effective date of the stock option grants to the grantees was January 15, 2025.

Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers as of December 31, 2024. No equity awards were made during the fiscal year ended December 31, 2024.

Option Exercises and Stock Vested

No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the fiscal year ended December 31, 2024.

Pension Benefits

No named executive officers received or held pension benefits during the fiscal year ended December 31, 2024.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the fiscal year ended December 31, 2024.

Potential Payments Upon Termination or Change in Control

Our executive officers are not entitled to severance payments upon the termination of their employment agreements or following a change in control. Joe has a 90 salary severance according to the employment agreement.

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Compensation of Directors

No member of our Board of Directors received any compensation for his services as a director during the fiscal year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2024, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers, however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the Board of Directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the date of this filing and gives effect to the Stock Exchange by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.

Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. The address of each person is deemed to be the address of the issuer unless otherwise noted. The percentage of common stock held by each listed person is based on 219,715,851 shares of common stock outstanding as of the date of this filing. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights, or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person. Unless stated otherwise, the address of each shareholder is the address of the Company.

Name of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Officers and Directors
Joe Martinez - Chief Executive Officer and Chairman, Chief Financial Officer		-		-
Jeremy Samuel – President and Director		-		-
Rishi Kher – Chief Financial Officer		-		-
Lee Saltzer – Chief Operations Officer (2)		2,057,140		<1	%
Marino Sussich (1)		91,300,413		41.55	%
All officers and directors as a group (5 individuals)		93,357,553		42.49	%
Greater than 5% Shareholders
Cres Pty Ltd atf Cres Discretionary Trust No. 2 (1)		84,736,604		38.57	%

(1) The share amount represents 84,736,604 shares of common stock held by Cres Pty Ltd atf Cres Discretionary Trust No. 2, an Australian trust, 6,563,809 shares of common stock held by Copper Hill Assets Inc.. Mr. Sussich is the controlling party of each of the two named entities. His address is the address of the Company.

(2) Amount represents 57,140 shares of common stock held individually and 2,000,000 shares of common stock held by an entity controlled by the reporting person.

36

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

As of the year ended December 31, 2024, the Company owed a total of $3,751,602 to related party companies: $3,190,136 to Cres Discretionary Trust No. 2, $174,354 to Apple iSports (Cres Discretionary Trust No. 2 as well), $296,592 to ABA Investment Group Pty Ltd, $68,970 to Utti Oco Pty Ltd, and $21,550 to Mt. Wills. Please refer to Note 5 of our audited financial statements contained in the Form 10-K for further information.

Except as otherwise indicated herein, there have been no related party transactions or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Director Independence:

Our common stock is currently quoted on the OTC Market, which does not have any director independence requirements. In determining whether our directors are independent, we refer to NASDAQ Stock Market Rule 4200(a) (15), which indicates that a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. Based on those widely accepted criteria, we have determined that our directors are not independent as they also serve as officers of the Company or are controlling shareholders.

Item 14. Principal Accountant Fees and Services.

Fruci & Associates II, PLLC is the Company’s current independent registered public accounting firm.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years (ended December 31, 2024 and 2023) for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2024	$	60,000	Fruci & Associates II, PLLC
2024	$	23,413	Stephano Slack LLC
2024	$	79,210	Morison Cogen LLP
2023	$	110,695	Morison Cogen LLP

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2024	$	0
2023	$	0

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

2024	$	0
2023	$	0

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) were: 

2024	$	0
2023	$	0

The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.

Audit Committee’s Pre-Approval Process

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors. 

37

 PART IV.

Item 15. Exhibits, Financial Statement Schedules.

(a) Documents filed as a part of the report:

Financial Statements: See the Financial Statements in “item 8. Financial Statements and Supplementary Data”

(b) Index to Exhibits required by Item 601 of Regulation S-K.

Exhibit	Description
2.1(i)	Stock Exchange Agreement by and among the Company, Apple iSports, Inc. and the shareholders of Apple iSports, Inc.(8)
3.1(i)	Amended and Restated Articles of Incorporation (1)
3.1(ii)	Certificate of Amendment of Articles of Incorporation, filed with the State of Nevada on April 27, 2011 (2)
3.1(iii)	Certificate of Amendment of Articles of Incorporation filed with the State of Nevada on October 4, 2018(3)
3.1(iv)	Certificate of Amendment of Articles of Incorporation filed with the State of Nevada on May 5, 2022 (7)
3.1(v)	Certificate of Incorporation of Apple iSports, Inc. filed with the Delaware Secretary of State on May 29, 2019(8)
3.1(vi)	Certificate of Amendment of Apple iSports, Inc. filed with the Delaware Secretary of State on May 29, 2019(8)
3.1(vii)	Certificate of Registration of Apple iSports Australia Pty. Ltd filed Australian Securities and Investments Commission on November 21, 2021.(8)
3.1(viii)	Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on August 31, 2023.(9)
3.2	Bylaws (1)
10.1	Demand Promissory Note issued to Paragon Capital LP on June 5, 2012 (4)
10.2	Form of Convertible Promissory Note issued to Paragon Capital (5)
10.3	Loan Conversion Agreement dated September 25, 2019 by and between the Company and Copper Hill Assets Inc. (6)
10.4	Letter Agreement by and between Joe Martinez and Apple iSports, Inc. dated August 22, 2022(8)
10.5	Contractor Agreement by and between WI John Galt Pty Ltd (Jeremy Samuel) and Apple iSports Australia Pty Ltd. dated December 1, 2021(8)
10.6	Engagement Letter by and between XB4 and Apple iSports Australia Pty Ltd. dated November 30, 2021(8)
10.7	Employment Agreement by and between Lee Saltzer and Apple iSports Australia Pty Ltd. dated December 6, 2021(8)
10.8	Services Agreement by and between Sports Radar AG and Apple iSports Australia Pty Ltd dated December 22, 2022 [Exhibit Contains Redacted Information](8)
10.9	Software License Agreement by and between Scout Ltd. and Apple iSports, Inc. dated October 5, 2022 [Exhibit Contains Redacted Information](8)
10.10	Racelab Product and Services Agreement by and between RACELAB Pty Ltd and Apple iSports Australia Pty Ltd dated December 22, 2022 [Exhibit Contains Redacted Information] (8)
10.11	Para-Mutual Services Agreement by and between Las Vegas Dissemination Inc. and Apple iSports, Inc. dated August 4, 2022 [Exhibit Contains Redacted Information](8)
10.12	Letter Agreement by and between Sports Entertainment Network Pty Ltd and Apple iSports Australia Pty Ltd dated March 20, 2023 [Exhibit Contains Redacted Information](8)
10.13	Unbeaten Channel Agreement by and between DSI by Inverleigh Pty Ltd and Apple iSports Australia Pty Ltd dated March 24, 2023 [Exhibit Contains Redacted Information](8)
10.14	2024 Stock Incentive Plan of Apple iSports Group, Inc. (10)
10.15	Loan Conversion Agreement dated January 9, 2025 by and between Apple iSports Group, Inc. and Cres Pty Ltd atf Cres Discretionary Trust No. 2.(11)
21.1	Subsidiaries*
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101.INS	INLINE XBRL INSTANCE DOCUMENT*
101.SCH	INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL	INLINE XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF	INLINE XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB	INLINE XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE	INLINE XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

38

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

(1)	Filed as an exhibit to the Company’s registration statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 31, 2002 and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 28, 2011 and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 10, 2018 and incorporated herein by this reference.
(4)	Filed as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on July 27, 2012 and incorporated herein by this reference.
(5)	Filed as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on October 23, 2015 and incorporated herein by reference
(6)	Filed as an exhibit to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on September 30, 2019 and incorporated herein by reference
(7)	Filed as an exhibit to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on May 6, 2022 and incorporated herein by reference
(8)	Filed as an exhibit to the Company’s Form 8-K, as filed with the Securities and Exchange Commission on March 23, 2023 and incorporated herein by reference
(9)	Filed as an exhibit to the Company’s Form 8-K as filed with the Securities and Exchange Commission on September 1, 2023 and incorporated herein by reference.
(10)	Filed as an exhibit to the Company’s Form 8-K as filed with the Securities and Exchange Commission on December 26, 2024 and incorporated herein by reference.
(11)	Filed as an exhibit to the Company’s Form 8-K as filed with the Securities and Exchange Commission on January 15, 2025 and incorporated herein by reference.

* Filed herewith. 

39

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.

APPLE iSPORTS GROUP, INC.

/s/ Joe Martinez	Date: April 1, 2025
Joe Martinez
Chief Executive Officer and Director
/s/ Joe Martinez	Date: April 1, 2025
Joe Martinez
Acting Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Joe Martinez	Date: April 1, 2025
Joe Martinez
Chief Executive Officer
/s/ Jeremy Samuel	Date: April 1, 2025
Jeremy Samuel
President and Director
/s/ Marino Sussich	Date: April 1, 2025
Marino Sussich
Director

/s/ Lyndon Hsu	Date: April 1, 2025
Lyndon Hsu
Director

40

EX-21

EXHIBIT 21

Subsidiaries

First Tier Subsidiaries

Apple iSports Tek., a Wyoming corporation

Apple iSports, Inc., a Delaware corporation

Second Tier Subsidiary

Apple iSports Pty Ltd, an Australian corporation

EX-31.1

EXHIBIT 31.1

Certification of the Company’s Principal Executive Officer and Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

I, Joe Martinez, certify that:

1.	I have reviewed this report on Form 10-K of Apple iSports Group, Inc.;
2.	Based on my knowledge, this annual 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 annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this annual report;
4.	I am the registrant’s sole certifying officer and I am 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. As the registrant’s sole certifying officer, 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: April 1, 2025	/s/ Joe Martinez
	Joe Martinez Chief Executive Officer (Principal Executive Officer) and Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Apple iSports Group, Inc.; (the “Company”) on Form 10-K for the period ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

1.	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 the Company.

Date: April 1, 2025	/s/ Joe Martinez
	Joe Martinez Chief Executive Officer (Principal Executive Officer)

Date: April 1, 2025	/s/ Joe Martinez
	Joe Martinez Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer)

XML

Cover - USD ($)	12 Months Ended
	Dec. 31, 2024	Apr. 01, 2025	Jun. 30, 2024
Cover [Abstract]
Entity Registrant Name	APPLE iSPORTS GROUP, INC.
Entity Central Index Key	0001134982
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		219,715,851
Entity Public Float			$ 128,357,298
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	000-32389
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	88-0126444
Entity Address Address Line 1	100 Spectrum Center Dr
Entity Address Address Line 2	Suite 900
Entity Address City Or Town	Irvine
Entity Address State Or Province	CA
Entity Address Postal Zip Code	92612
City Area Code	613
Icfr Auditor Attestation Flag	false
Auditor Firm Id	5525
Local Phone Number	8393 1459
Security 12g Title	Common Stock, $0.0001 par value per share
Entity Interactive Data Current	Yes
Auditor Location	Spokane, Washington
Auditor Name	Fruci & Associates II, PLLC

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 42,167	$ 673
Goods and service tax receivable	48,073	61,798
Marketable security	100	100
Prepaid and other assets	11,440	6,812
Total current assets	101,780	69,383
Deposits	87,313	0
Notes Receivable	80,000	0
Accrued interest income	2,998	0
Total assets	272,091	69,383
Current liabilities:
Accounts payable and accrued expenses	2,024,108	2,464,558
Accounts payable and accrued expenses - related parties	458,525	0
Due to related party	4,999	4,999
Loans payable - related parties	3,597,442	2,720,549
Accrued interest - related parties	154,160	77,964
Accrued payroll	402,130	108,487
Total current liabilities	6,641,364	5,376,557
Total liabilities	6,641,364	5,376,557
Stockholders' deficit:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 208,484,811 and 202,784,211 issued and outstanding as of December 31, 2024 and 2023	20,848	20,278
Additional paid-in capital	6,567,575	5,223,245
Treasury stock, 1 share, at cost	(52,954)	(52,954)
Accumulated other comprehensive income	354,207	(60,130)
Accumulated deficit	(13,258,949)	(10,437,613)
Total stockholders' deficit	(6,369,273)	(5,307,174)
Total Liabilities and Stockholders' Deficit	$ 272,091	$ 69,383

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	208,484,811	202,784,211
Common stock, shares outstanding	208,484,811	202,784,211
Treasury stock, shares	1	1

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net revenues	$ 0	$ 0
Operating expenses:
Corporate expense	458,366	548,582
Consulting and professional fees	2,237,043	1,580,451
Selling, general and administrative	724,017	810,066
Research and development	0	664,011
Total operating expenses	3,419,426	3,603,110
Loss from operations	(3,419,426)	(3,603,110)
Other expenses (income):
Forgiveness of debt	(659,663)	0
Interest expense, net	92,194	60,746
Foreign exchange loss	(30,621)	14,467
Total other expenses (income)	(598,090)	75,213
Operating loss before income taxes	(2,821,336)	(3,678,323)
Provision for income taxes	0	0
Net loss	(2,821,336)	(3,678,323)
Foreign currency translation adjustment	414,337	(87,088)
Comprehensive loss	$ (2,406,999)	$ (3,765,411)
Net loss per share - basic and diluted	$ (0.00)	$ (0.02)
Weighted number of shares outstanding
Basic and Diluted	206,701,891	202,746,293

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($)	Total	Treasury Stocks	Additional Paid-In Capital	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)	Common Stock
Balance, shares at Dec. 31, 2022						7,642,211
Balance, amount at Dec. 31, 2022	$ (1,641,763)	$ (52,954)	$ 5,142,759	$ 26,958	$ (6,759,290)	$ 764
Shares issued with merger, shares	0		(19,506)			195,062,000
Shares issued with merger, amount						$ 19,506
Issuance of common stock, shares						80,000
Issuance of common stock, amount	$ 100,000		$ 99,992			$ 8
Other comprehensive income	(87,088)			(87,088)
Net Income (Loss)	(3,678,323)				(3,678,323)
Balance, amount at Dec. 31, 2023	(5,307,174)	(52,954)	5,223,245	(60,130)	(10,437,613)	$ 20,278
Balance, shares at Dec. 31, 2023						202,784,211
Other comprehensive income	414,337			414,337
Net Income (Loss)	(2,821,336)				(2,821,336)
Issuance of subsidiary common stock, shares						5,379,600
Issuance of subsidiary common stock, amount	1,344,900		1,344,362			$ 538
Stock issuance modification of subsidiary common stock, shares						320,000
Stock issuance modification of subsidiary common stock, amount	0		(32)			$ 32
Balance, amount at Dec. 31, 2024	$ (6,369,273)	$ (52,954)	$ 6,567,575	$ 354,207	$ (13,258,949)	$ 20,848
Balance, shares at Dec. 31, 2024						208,483,811

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (2,821,336)	$ (3,678,323)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss	(30,621)	14,467
Forgiveness of debt	(659,663)	0
Change in operating assets and liabilities:
Good and services tax receivable	8,853	(46,384)
Accrued interest income	(2,998)	0
Accounts payable and accrued expenses	393,447	2,108,523
Increase (Decrease) in Accounts Payable, Related Parties	458,525	0
Accrued interest - related party	87,629	60,111
Accrued payroll	304,187	75,085
Prepaid and other assets	(4,844)	0
Deposits	(89,580)	0
Net cash used in operating activities	(2,356,400)	(1,466,521)
Cash flows from investing activities
Convertible notes receivable	(80,000)	0
Net cash used in investing activities	(80,000)	0
Cash flows from financing activities
Advances to related party	0	300
Proceeds from loan payable from related party	1,163,789	1,368,621
Proceeds from issuance of common stock	1,344,900	100,000
Net cash provided by financing activities	2,508,689	1,468,921
Effect of changes in exchange rates on cash and cash equivalents	(30,795)	(21,584)
Net increase (decrease) in cash and cash equivalents	41,494	(19,184)
Cash and cash equivalents, beginning of year	673	19,857
Cash and cash equivalents, end of year	42,167	673
Supplemental disclosure of cash flow information:
Cash paid for interest	0	0
Cash paid for income tax	0	$ 0
Noncash increase in Forgiveness of debt	$ (659,663)

XML

Insider Trading Arragements	12 Months Ended
	Dec. 31, 2024
Insider Trading Arrangement [Line Items]
Rule 10b5-1 Arragement Adopted [Flag]	false
Rule 10b5-1 Arragement Treatment [Flag]	false
Non Rule 10b5-1 Arragement Adopted [Flag]	false
Non Rule 10b5-1 Arragement Treatment [Flag]	false

XML

COMPANY HISTORY AND NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2024

COMPANY HISTORY AND NATURE OF BUSINESS

COMPANY HISTORY AND NATURE OF BUSINESS

NOTE 1. COMPANY HISTORY AND NATURE OF BUSINESS

Apple iSports Group, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.com and effective August 31, 2023, changed its name to Apple iSports Group, Inc. Effective March 23, 2023, the Company closed a share exchange pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”), with Apple iSports, Inc. (“AiS”), a Delaware corporation and the stockholders of AiS. Pursuant to the Stock Exchange Agreement, the Company issued to the AiS stockholders 195,062,000 shares of its common stock, par value $0.0001 per share in exchange for all of the issued and outstanding capital stock (195,062,000 shares of common stock) of AiS. AiS became a wholly-owned subsidiary of the Company. In connection with this transaction, the Company elected to change its fiscal year end from April 30 to December 31. For financial reporting purposes, the transaction is considered a combination of businesses under common control, as the Company and AiS were commonly controlled. Thus, the Company retroactively combined the results of operations and related assets and liabilities of the Company and AiS for all periods presented.

AiS, formed on May 29, 2019, in the State of Delaware, has been engaged in the development of an online sports portal that will include racing and sports betting, fantasy sports, and sports content. On November 9, 2021, AiS incorporated Apple iSports Pty Ltd (“AIS Australia”) as a wholly owned subsidiary of AiS.

Paramount Capital Inc. was formed on September 19, 2019, in the State of Wyoming. It is a wholly-owned subsidiary of the Company and since inception, it has had limited operating activity. Effective September 19, 2024, the Company amended Paramount Capital Inc.’s name to AiSportsTek, Inc.

XML

GOING CONCERN

12 Months Ended

Dec. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 2. GOING CONCERN

The Company’s consolidated financial statements are prepared on a going concern basis of accounting, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the year ended December 31, 2024, the Company reported a net loss of $2,821,336, negative working capital of $6,539,584 and an accumulated deficit of $13,258,949. These conditions 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 its ability to develop additional sources of debt and, or, equity to fund the continued development of its multi-faceted sports betting platform and ultimately achieve profitable operations. The Company’s plan is to obtain such resources by relying upon continued advances from significant stockholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing. However, the Company cannot provide any assurances that it will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Certain prior year amounts have been reclassified for consistency with the current year's presentation. These reclassifications had no effect on the reported results of operations.

These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia, AiS TEK, and Kiva Gaming, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Intellectual property rights

The Company depends in part upon proprietary technology and is actively looking to increase and enhance its proprietary technology through the acquisition of third-party intellectual property. As such, in 2022, the Company entered into an agreement to transfer AUD $1,000,000 (U.S. $664,011) in the Company’s shares to a third-party in exchange for certain intellectual property. During the first quarter of 2023, the Company took possession of the intellectual property and commenced a trial period to review the intellectual property; however, the Company determined that the intellectual property was not viable for their operations and returned the intellectual property to the third-party. Since the Company took possession of the intellectual property, it recognized the related expense during the first quarter of 2023; however, in April 2024, the Company and the third-party entered into a binding recission agreement and reversed AUD $1,000,000 of accounts payable and recognized forgiveness of debt income of AUD $1,000,000 ($659,663).

Foreign Currency Transactions and Translation

The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”).

For the purpose of presenting these consolidated financial statements the reporting currency is U.S. $. AIS Australia’s assets and liabilities are expressed in U.S. $ at the exchange rate on the balance sheet date, stockholders’ equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ deficit section of the balance sheets.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the consolidated statements of comprehensive loss.

Exchange rates used for the translations are as follows:

AUD to U.S. $	Period End		Average
December 31, 2024		0.6219		0.6597
December 31, 2023		0.6812		0.6640

Fair Values of Financial Instruments

The Company adopted Accounting Standards Codification (“ASC”) 820 Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available.  The three levels are defined as follow:

· Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

· Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

As of the balance sheet date, the estimated fair values of accounts payable, accrued expenses, loan payable – related parties, and due to related party approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period.

Related Party Transactions

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4 below for details of related party transactions in the period presented.

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. Australian bank accounts are insured with deposit protection of up to AUD $250,000. U.S. bank accounts are insured with deposit protection up to $250,000. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Deposits

In April 2024, the Company entered into a term sheet agreement for the proposed purchase of a customer database and web domain from an Australian proprietary limited company. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, the negotiation of definitive agreements (including an asset purchase agreement), the satisfaction of the conditions negotiated therein, approval of the transaction by the board and stockholders of both companies, as well as regulatory approvals and other customary conditions. There can be no assurance that the definitive agreements will be entered into or that the proposed purchase of these certain assets will be consummated on the terms or timeframe currently contemplated or at all. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the term sheet, the Company paid a deposit of AUD $60,000 (U.S. $37,313), which is included in deposits on the consolidated balance sheet as of December 31, 2024.

In November 2024, the Company entered into a Letter of Intent for the purchase of broadband infrastructure and private 5G LTE networks. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, negotiation of the Purchase Price, and a definitive agreement. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the Letter of Intent, the Company paid a deposit of $50,000, which is included in deposits on the consolidated balance sheet as of December 31, 2024.

Convertible Notes Receivable

Convertible notes receivable are classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Convertible notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary.

Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at levels considered adequate to cover expected credit losses on the loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of future cash flows.

The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method. The effective interest method is applied on a loan-by-loan basis when the collectability of future payments is reasonably assured. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loans are placed on non-accrual status if the collection of principal and interest is considered doubtful, which is typically 90 days after the loan becomes delinquent.

Revenue Recognition

The Company determines revenue recognition through the following steps:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations in the contract

Step 5: Recognize revenue when the entity satisfies a performance obligation

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Comprehensive income (loss)

The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss).

Earnings (Loss) Per Share

The Company follows ASC 260 when reporting earnings (loss) per share (EPS) resulting in the presentation of basic and diluted earnings (loss) per share. Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted EPS is not presented when its effect is anti-dilutive. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates.

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023, utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements but did change how the allowance for credit losses is determined.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. The amendments in this Update affect the reporting of each segment's profit or loss during the period beginning the year ended December 31, 2024, and for the interim periods beginning January 1, 2025. The Company adopted this guidance retrospectively on December 31, 2024. Refer to Note 11, segment reporting for the inclusion of the new required disclosure.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

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CONVERTIBLE NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2024

CONVERTIBLE NOTES RECEIVABLE

CONVERTIBLE NOTES RECEIVABLE

NOTE 4. CONVERTIBLE NOTES RECEIVABLE

On March 6, 2024, the Company entered into a Convertible Promissory Note Purchase Agreement with SeaPort Inc., where the Company agreed to loan a maximum of $1,000,000 to SeaPort, Inc. The note is convertible into common shares of Seaport, Inc. at a conversion price equal to the pre-money investment (as defined in the agreement) divided by the aggregate number of fully diluted shares of Seaport Inc.’s common stock as of the conversion date. As of December 31, 2024, the Company had loaned $80,000 to SeaPort, Inc., with an annual interest rate of 5% per year. The loan is structured with several maturity dates of March 6, 2027, April 29, 2027, and May 28, 2027. During the year ended December 31, 2024, the Company recorded $2,998 in interest income related to the loan. As of December 31, 2024, the Company has accrued $2,998 of interest income related to the loan.

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RELATED PARTIES

12 Months Ended

Dec. 31, 2024

RELATED PARTIES

RELATED PARTIES

NOTE 5. RELATED PARTIES

Related Party Payables

Related Party	Note	December 31, 2024		December 31, 2023
Cres Discretionary Trust No. 2	(a)	$	3,064,914	$	2,145,875
Apple iSports Investment Group Pty	(b)		161,975		177,420
ABA Investment Group Pty Ltd	(c)		280,033		306,734
Utti Oco Pty Ltd	(d)		68,970		68,970
Mt. Wills Gold Mines Pty Ltd	(e)		21,550		21,550
Total loan payable		$	3,597,442	$	2,720,549
Cres Discretionary Trust No. 2	(a)		125,222		60,752
Apple iSports Investment Group Pty	(b)		12,379		8,251
ABA Investment Group Pty Ltd	(c)		16,559		8,961
Total accrued interest		$	154,160	$	77,964
Due to Stockholder	(f)		4,999		4,999
Total Due to related party			4,999		4,999

		Year Ended
		December 31,
		2024		2023
Related party interest expenses:
Cres Discretionary Trust No. 2	(a)		74,583		50,123
Apple iSports Investment Group Pty	(b)		4,526		5,342
ABA Investment Group Pty Ltd	(c)		8,887		6,250
Total related party interest expenses			87,996		61,407

a) On May 30, 2019, the Company entered into a loan agreement with Cres Discretionary Trust No.2 (the “Lender”). The Company’s director is the sole officer and controlling stockholder of the Lender. The Lender also is the Company’s majority shareholder. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Lender.

b) On April 8, 2022, the Company’s second-tier subsidiary, AIS Australia entered into a loan agreement with Apple iSports Investment Group Pty Ltd (the “Subsidiary Lender”). The Subsidiary Lender is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender.

c) On April 8, 2022, the Company’s second-tier subsidiary, AIS Australia, entered into a loan agreement with ABA Investment Group Ltd (the “Subsidiary Lender 2”). The Subsidiary Lender 2 is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender 2.

d) On March 31, 2022, the Company entered into a loan agreement with Utti Pty Ltd (“Utti”). Utti is owned by a director of the Company. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand.

e) On March 31, 2022, the Company entered into a loan agreement with Mt. Wills Gold Mines Pty Ltd (“Mt. Wills”). The Company’s director also is a director and shareholder of Mt. Wills. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand.

f) A director of the Company has advanced cash to the Company. The advances were unsecured and interest-free.

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INCOME TAXES

12 Months Ended

Dec. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 6. INCOME TAXES

The Company utilized the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

a. United States (U.S.)

The Company is subject to U.S. tax laws at a tax rate of 21%. No provision for US federal income taxes has been made as the Company had no taxable income for the years ended December 31, 2024, and 2023. The Company is subject to the State of Delaware tax laws at a tax rate of 8.7%.

b. Australia (AU)

Apple iSports Pty Ltd, a wholly owned subsidiary of the Company, was incorporated in Australia in November 2021 and may be subject to a corporate income tax on its activities conducted in Australia and income arising in or from Australia. No provision for income tax has been made as the subsidiary had no taxable income for the years ended December 31, 2024, and 2023. The applicable statutory tax rate is 25%.

The Company’s income tax returns are subject to the various tax authorities’ examinations. The federal, state, and local authorities of the U.S. may examine the Company’s tax returns filed in the U.S. for three years from the date of filing. The Company’s U.S. income tax returns since 2019 are currently subject to examination.

The Australian Taxation Office may examine the Company’s income tax returns filed in Australia for 4 years from the date of filing. The Company’s Australian subsidiary’s tax year end is currently June 30. The Company is planning on filing its tax return by the deadline on May 15, 2025.

Significant components of the Company’s net deferred income tax assets as of December 31, 2024 and 2023 consist of net operating loss carry forwards. The net operating loss carry forwards for U.S. federal tax and Australian tax purposes are available for carryforward indefinitely for use in offsetting taxable income. The U.S. federal net operating loss carry forward offset is limited to up to 80% of the taxable income. The State of Delaware net operating loss carry forwards are available for carry forward for 20 years for use in offsetting taxable income. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry-forward period.

As of December 31, 2024 and 2023, the Company had total net operating loss carryforwards of approximately $3,270,140 and $2,495,974, respectively, which consists of U.S. federal and State of Delaware net operating loss carryforwards of $1,111,279 and $678,660 and Australian net operating losses of $2,156,491 and $1,817,314.

The income tax (benefit) provision consists of the following:

	December 31, 2024			December 31, 2023
Current	$	-		$	-
Deferred
United States – Federal & State		(434,995	)		(315,184	)
Australia		(339,177	)		(654,274	)
Change in valuation allowance		774,172			969,458
Income tax expense (benefit)	$	-		$	-

The reconciliation of the statutory federal, state, and foreign rate to the Company’s effective income tax rate is as follows:

	December 31, 2024			December 31, 2023
U.S. federal income tax benefit
Federal statutory rate		25	%		25	%
State tax, net of federal tax effect		6.9	%		6.9	%
Foreign tax, net of federal tax effect		19.8	%		19.8	%
Change valuation allowance		(51.7	)%		(51.7	)%
Net		0.0	%		0.0	%

The primary components of the Company’s December 31, 2024 and 2023 deferred tax assets and related valuation allowances are as follows:

	December 31, 2024			December 31, 2023
Net operating loss – United States	$	450,090		$	659,338
Net operating loss - Australia		793,506			1,014,065
Valuation allowance		(1,243,596	)		(1,673,403	)
Deferred tax assets	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating losses and temporary differences become deductible. Management considered projected future taxable income and tax planning strategies in making this assessment. The value of the deferred tax assets was offset by a valuation allowance due to the current uncertainty of the future realization of the deferred tax assets.

The timing and manner in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future tax deductions.

The Company follows FASB ASC 740.10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of comprehensive income (loss). As of January 1, 2023, the Company had no unrecognized tax benefits and no charge during 2024, and accordingly, the Company did not recognize any interest or penalties during 2024 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December 31, 2024.

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STOCKHOLDERS DEFICIT

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

On May 5, 2022, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Nevada Secretary of State which;

(a). Increased the authorized shares of common stock of the Company, par value $0.0001, from 200,000,000 shares to 500,000,000 shares, and

(b). Increased the authorized shares of preferred stock of the Company, par value $0.0001, from 10,000,000 shares to 50,000,000 shares and all such shares be deemed “blank check” preferred shares in accordance with Article Seventeen of the Company’s Amended and Restated Articles of Incorporation.

Preferred Stock

As of December 31, 2024, and December 31, 2023, the Company was authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001.

No shares of preferred stock were issued or outstanding as of and during the years ended December 31, 2024, and the year ended December 31, 2023, respectively.

Common Stock

As of December 31, 2024 and December 31, 2023, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001. As of December 31, 2024 and December 31, 2023, the Company had 208,484,811 and 202,784,211 shares issued and outstanding, respectively.

On July 24, 2024, the Company entered into a subscription agreement with an unaffiliated third-party pursuant to which the Company received $50,000 in proceeds in exchange for the issuance of 200,000 shares of common stock. On May 17, 2024, the Company modified its 2023 subscription agreement with a subscriber for the purchase of 80,000 shares at a price of $1.25 and issued an additional 320,000 shares of common stock for total of 400,000 shares at a price of $0.25.

On April 26, 2024, the Company entered into a subscription agreement with unaffiliated third parties pursuant to which the Company received $647,300 in proceeds in exchange for the issuance of 2,589,200 shares of common stock.

On February 16, 2024, the Company entered into a subscription agreement with unaffiliated third parties pursuant to which the Company received $647,600 in proceeds in exchange for the issuance of 2,590,400 shares of common stock.

On March 23, 2023, pursuant to the Stock Exchange Agreement with AiS, the Company issued 195,062,000 shares of its common stock. Along with the Stock Exchange Agreement, the Company also reissued 31,000 stock purchase warrants that had been previously issued by AiS.

On June 20, 2023, the Company received a subscription agreement for the purchase of 80,000 shares at a price of $1.25 for total proceeds of $100,000.

Treasury Stock

The Company’s treasury stock comprised one share of common stock acquired at a cost of $52,954.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

Commitments and contingencies

COMMITMENTS AND CONTINGENCIES

NOTE 8. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company or its subsidiaries may be named a party to claims and/or legal proceedings. Neither the Company nor its subsidiaries have been named in and are not aware of any matters which management believes will result, either individually or in the aggregate, in a material adverse effect to its financial condition or results of operations.

As of December 31, 2024, the Company leased short term office spaces (12 months or less), and as an accounting policy election, the Company has excluded all short term leases from presentation on the balance sheet.

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STOCK PLAN

12 Months Ended

Dec. 31, 2024

STOCK PLAN

STOCK PLAN

NOTE 9. STOCK PLAN

On November 1, 2024, the Board of Directors of the Company approved the creation of the 2024 Stock Incentive Plan (“2024 Stock Plan”). The maximum number of common stock authorized and available for issuance under the 2024 Stock Plan is 15,000,000 shares of common stock. It also approved the stock option grant of a total of 10,275,000, under the 2024 Stock Plan, to the employees, officers, directors and consultants of the company. The options have an exercise price of $0.25 per share, which was based on the subscription price of the Company’s current private placement offering. Formal agreement between the Company and each grantee have not been approved by the Board nor executed by the parties.

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SEGMENT REPORTING

12 Months Ended

Dec. 31, 2024

SEGMENT REPORTING

SEGMENT REPORTING

NOTE 10. SEGMENT REPORTING

Operating segments are defined as components of an enterprise with separate financial information, which are evaluated regularly by the chief operating decision maker (“CODM”) and are used in resource allocation and performance assessments. The Company’s Chief Executive Officer is the Company’s CODM. The Company is organized and operates as one operating and reportable segment that is developing a digital sports betting and gaming platform.

The Company’s CODM reviews financial information and operational forecasts presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance. The Company’s CODM assesses performance for the Company’s single reportable segment based on the Company’s net income (loss) as reported on the consolidated statement of comprehensive income (loss).

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11. SUBSEQUENT EVENTS

On January 9, 2025, on January 9, 2025 the Company and Cres Pty Ltd at Cres Discretionary Trust No 2 (“Cres”) entered into a loan conversion agreement by which the Company converted and discharged certain outstanding loans to the Company in exchange for certain shares of the Company’s common stock. The loan converted by Cres was $2,907,760 resulting in the issuance of 11,231,040 shares of common stock to Cres.

On December 21, 2024, the Company reported the appointment of Mr. Lyndon Hsu to the Company’s Board of Directors. The Company also reported that he received 800,000 shares of common stock per year in stock options for 2 years. On February 5, 2025, the Board of Directors amended the terms of the stock option grant that the initial 800,000 share of common stock were granted immediately to Mr. Hsu at no cost and the second 800,000 shares of common stock will be granted to Mr. Hsu at no cost on the first anniversary of his Director appointment provided he remains a director of the company at such time.

On February 13, 2025, the Company entered into a subscription agreement with an unaffiliated third-party pursuant to which the Company received $25,000 in proceeds in exchange for 6,250 shares of Common Stock. These shares have been subscribed, but as of March 31, 2024 have not been issued.

On March 6, 2025, the Company entered into a subscription agreement with two unaffiliated third-parties pursuant to which the Company received a total of $253,504 in proceeds in exchange for 63,376 shares of Common Stock. These shares have been subscribed, but as of March 31, 2024 have not been issued.

On March 12, 2025, the Board approved an amendment of the Company’s 2024 Stock Incentive Plan to increase the shares issued under the plan from 15,000,000 to 20,000,000 shares of common stock. On that same date, the board approved stock option grants totaling 15,275,000 shares of common stock with an exercise price of $0.25 per share. The effective date of the stock option grants to the grantees was January 15, 2025.

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

Certain prior year amounts have been reclassified for consistency with the current year's presentation. These reclassifications had no effect on the reported results of operations.

These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia, AiS TEK, and Kiva Gaming, Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has elected to comply with certain reduced public company reporting requirements.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Intellectual property rights

The Company depends in part upon proprietary technology and is actively looking to increase and enhance its proprietary technology through the acquisition of third-party intellectual property. As such, in 2022, the Company entered into an agreement to transfer AUD $1,000,000 (U.S. $664,011) in the Company’s shares to a third-party in exchange for certain intellectual property. During the first quarter of 2023, the Company took possession of the intellectual property and commenced a trial period to review the intellectual property; however, the Company determined that the intellectual property was not viable for their operations and returned the intellectual property to the third-party. Since the Company took possession of the intellectual property, it recognized the related expense during the first quarter of 2023; however, in April 2024, the Company and the third-party entered into a binding recission agreement and reversed AUD $1,000,000 of accounts payable and recognized forgiveness of debt income of AUD $1,000,000 ($659,663).

Foreign Currency Transactions and Translation

The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”).

For the purpose of presenting these consolidated financial statements the reporting currency is U.S. $. AIS Australia’s assets and liabilities are expressed in U.S. $ at the exchange rate on the balance sheet date, stockholders’ equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholders’ deficit section of the balance sheets.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the consolidated statements of comprehensive loss.

Exchange rates used for the translations are as follows:

AUD to U.S. $	Period End		Average
December 31, 2024		0.6219		0.6597
December 31, 2023		0.6812		0.6640

Fair Values of Financial Instruments

The Company adopted Accounting Standards Codification (“ASC”) 820 Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available.  The three levels are defined as follow:

· Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

· Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value.

As of the balance sheet date, the estimated fair values of accounts payable, accrued expenses, loan payable – related parties, and due to related party approximated their fair values due to the short-term nature of these instruments. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period.

Related Party Transactions

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4 below for details of related party transactions in the period presented.

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. Australian bank accounts are insured with deposit protection of up to AUD $250,000. U.S. bank accounts are insured with deposit protection up to $250,000. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Deposits

In April 2024, the Company entered into a term sheet agreement for the proposed purchase of a customer database and web domain from an Australian proprietary limited company. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, the negotiation of definitive agreements (including an asset purchase agreement), the satisfaction of the conditions negotiated therein, approval of the transaction by the board and stockholders of both companies, as well as regulatory approvals and other customary conditions. There can be no assurance that the definitive agreements will be entered into or that the proposed purchase of these certain assets will be consummated on the terms or timeframe currently contemplated or at all. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the term sheet, the Company paid a deposit of AUD $60,000 (U.S. $37,313), which is included in deposits on the consolidated balance sheet as of December 31, 2024.

In November 2024, the Company entered into a Letter of Intent for the purchase of broadband infrastructure and private 5G LTE networks. The completion of the proposed purchase of these certain assets is subject to, among other things, the completion of due diligence, negotiation of the Purchase Price, and a definitive agreement. As of December 31, 2024, the Company has not yet executed the definitive agreements. Concurrent with the Letter of Intent, the Company paid a deposit of $50,000, which is included in deposits on the consolidated balance sheet as of December 31, 2024.

Convertible Notes Receivable

Convertible notes receivable are classified as held for investment based on the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Convertible notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary.

Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at levels considered adequate to cover expected credit losses on the loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of future cash flows.

The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method. The effective interest method is applied on a loan-by-loan basis when the collectability of future payments is reasonably assured. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loans are placed on non-accrual status if the collection of principal and interest is considered doubtful, which is typically 90 days after the loan becomes delinquent.

Revenue Recognition

The Company determines revenue recognition through the following steps:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations in the contract

Step 5: Recognize revenue when the entity satisfies a performance obligation

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Comprehensive income (loss)

The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss).

Earnings (Loss) Per Share

The Company follows ASC 260 when reporting earnings (loss) per share (EPS) resulting in the presentation of basic and diluted earnings (loss) per share. Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted EPS is not presented when its effect is anti-dilutive. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates.

The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023, utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements but did change how the allowance for credit losses is determined.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. The amendments in this Update affect the reporting of each segment's profit or loss during the period beginning the year ended December 31, 2024, and for the interim periods beginning January 1, 2025. The Company adopted this guidance retrospectively on December 31, 2024. Refer to Note 11, segment reporting for the inclusion of the new required disclosure.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2024

SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Schedule of exchange rate used for the translation

AUD to U.S. $	Period End		Average
December 31, 2024		0.6219		0.6597
December 31, 2023		0.6812		0.6640

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RELATED PARTIES (Tables)

12 Months Ended

Dec. 31, 2024

RELATED PARTIES

Schedule of related party transaction interest expenses

		Year Ended
		December 31,
		2024		2023
Related party interest expenses:
Cres Discretionary Trust No. 2	(a)		74,583		50,123
Apple iSports Investment Group Pty	(b)		4,526		5,342
ABA Investment Group Pty Ltd	(c)		8,887		6,250
Total related party interest expenses			87,996		61,407

Schedule of related parties payables

Related Party	Note	December 31, 2024		December 31, 2023
Cres Discretionary Trust No. 2	(a)	$	3,064,914	$	2,145,875
Apple iSports Investment Group Pty	(b)		161,975		177,420
ABA Investment Group Pty Ltd	(c)		280,033		306,734
Utti Oco Pty Ltd	(d)		68,970		68,970
Mt. Wills Gold Mines Pty Ltd	(e)		21,550		21,550
Total loan payable		$	3,597,442	$	2,720,549
Cres Discretionary Trust No. 2	(a)		125,222		60,752
Apple iSports Investment Group Pty	(b)		12,379		8,251
ABA Investment Group Pty Ltd	(c)		16,559		8,961
Total accrued interest		$	154,160	$	77,964
Due to Stockholder	(f)		4,999		4,999
Total Due to related party			4,999		4,999

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

INCOME TAXES

Summary of income tax (benefits) provision

	December 31, 2024			December 31, 2023
Current	$	-		$	-
Deferred
United States – Federal & State		(434,995	)		(315,184	)
Australia		(339,177	)		(654,274	)
Change in valuation allowance		774,172			969,458
Income tax expense (benefit)	$	-		$	-

Summary of reconciliation of effective income tax rate

	December 31, 2024			December 31, 2023
U.S. federal income tax benefit
Federal statutory rate		25	%		25	%
State tax, net of federal tax effect		6.9	%		6.9	%
Foreign tax, net of federal tax effect		19.8	%		19.8	%
Change valuation allowance		(51.7	)%		(51.7	)%
Net		0.0	%		0.0	%

Summary of deferred tax assets

	December 31, 2024			December 31, 2023
Net operating loss – United States	$	450,090		$	659,338
Net operating loss - Australia		793,506			1,014,065
Valuation allowance		(1,243,596	)		(1,673,403	)
Deferred tax assets	$	-		$	-

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COMPANY HISTORY AND NATURE OF BUSINESS (Details Narrative)	Dec. 31, 2024 $ / shares shares
COMPANY HISTORY AND NATURE OF BUSINESS
Common stock, shares par value | $ / shares	$ 0.0001
Issuance of common stock, shares | shares	195,062,000

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GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
GOING CONCERN
Net loss	$ (2,821,336)	$ (3,678,323)
Accumulated deficit	(13,258,949)	$ (10,437,613)
Working capital	$ (6,539,584)

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details)	Dec. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Exchange rate period end	0.6219	0.6812
Average	0.6597	0.6640

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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2024 AUD ($)
Forgiveness of debt	$ (659,663)	$ 0
Deposit	37,313
Deposit payment	50,000
Expenses	664,011
Australia
Cash, FDIC Insured			$ 250,000
United States
Cash, FDIC Insured	$ 250,000

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CONVERTIBLE NOTES RECEIVABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Mar. 06, 2024	Dec. 31, 2023
Notes receivable	$ 80,000		$ 0
SeaPort Inc.
Notes receivable	$ 80,000
Interest rate	5.00%
Debt maturiy date, description	The loan is structured with several maturity dates of March 6, 2027, April 29, 2027, and May 28, 2027
Accrued interest	$ 2,998
Interest income related to the loan	$ 2,998
SeaPort Inc. | Top [Member]
Loan amount		$ 1,000,000

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RELATED PARTIES (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Total Loan Payable	$ 3,597,442	$ 2,720,549
Total accrued interest	154,160	77,964
Due to Stockholder	4,999	4,999
Total Due to related party	4,999	4,999
Apple ISports Investment Group Pty [Member]
Total Loan Payable	161,975	177,420
Total accrued interest	12,379	8,251
ABA Investment Group Pty Ltd [Member]
Total Loan Payable	280,033	306,734
Total accrued interest	16,559	8,961
Cres Discretionary Trust [Member]
Total Loan Payable	3,064,914	2,145,875
Total accrued interest	125,222	60,752
Utti Oco Pty [Member]
Total Loan Payable	68,970	68,970
Mt Wills Gold Mines Pty [Member]
Total Loan Payable	$ 21,550	$ 21,550

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RELATED PARTIES (Details 1) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Total related party interest expenses	$ 87,996	$ 61,407
Apple ISports Investment Group Pty [Member]
Total related party interest expenses	4,526	5,342
ABA Investment Group Pty Ltd [Member]
Total related party interest expenses	8,887	6,250
Cres Discretionary Trust [Member]
Total related party interest expenses	$ 74,583	$ 50,123

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RELATED PARTIES (Details Narrative)	Apr. 08, 2022	Mar. 31, 2022	May 30, 2019
Apple ISports Investment Group Pty [Member]
Interest Rate	3.00%
Ownership percentage	100.00%
ABA Investment Group Pty Ltd [Member]
Interest Rate	3.00%
Ownership percentage	100.00%
Cres Discretionary Trust [Member]
Interest Rate			3.00%
Utti Oco Pty [Member]
Interest Rate		3.00%
Mt Wills Gold Mines Pty [Member]
Interest Rate		3.00%

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INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current	$ 0	$ 0
Change in valuation allowance	774,172	969,458
Total	0	0
Australia
Defered - Federal & State	(339,177)	(654,274)
United States
Defered - Federal & State	$ (434,995)	$ (315,184)

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INCOME TAXES (Details 1)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
INCOME TAXES
Federal statutory rate	25.00%	25.00%
State tax, net of federal tax effect	6.90%	6.90%
Foreign tax, net of federal tax effect	19.80%	19.80%
Change valuation allowance	(51.70%)	(51.70%)
Total	0.00%	0.00%

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INCOME TAXES (Details 2) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Valuation allowance	$ (1,243,596)	$ (1,673,403)
Deferred tax assets	0	0
Australia
Net loss carry forward	450,090	659,338
United States
Net loss carry forward	$ 793,506	$ 1,014,065

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INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective income tax rate federal	25.00%	25.00%
Effective income tax rate statutory	19.80%	19.80%
NOL carryforwards	$ 3,270,140	$ 2,495,974
Australia
Effective income tax rate statutory	25.00%
NOL carryforwards	$ 2,156,491	1,817,314
United States
Effective income tax rate federal	21.00%
NOL carryforwards	$ 1,111,279	$ 678,660
Effective income tax rate state	8.70%

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STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended						12 Months Ended
	Jul. 24, 2024	May 17, 2024	Apr. 26, 2024	Feb. 16, 2024	Jun. 20, 2023	Mar. 23, 2023	Dec. 31, 2024	Dec. 31, 2023	May 05, 2022
STOCKHOLDERS DEFICIT
Preferred stock, par value							$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized							50,000,000	50,000,000	10,000,000
Common stock, shares par value							$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized							500,000,000	500,000,000	200,000,000
Common stock, shares issued							208,484,811	202,784,211
Common stock, shares outstanding							208,484,811	202,784,211
Issuance of common stock, shares	200,000	80,000	2,589,200	2,590,400	80,000	195,062,000
Additional number of Shares Issued	320,000
Total number of Shares Issued	400,000
Stock Issuance Price Per Share	$ 0.25	$ 1.25
Purchase of Stock, Price Per Share					$ 1.25
Proceeds from Stock Issuance	$ 50,000		$ 647,300	$ 647,600	$ 100,000		$ 1,344,900	$ 100,000
Common stock purchase Warrants						31,000
Treasury stock, 1 share, at cost							$ 52,954	$ 52,954

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STOCK PLAN (Details Narrative)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
STOCK PLAN
Stock Option Exercise Price | $ / shares	$ 0.25
Number of Shares Authorized under Stock Plan	15,000,000
Stock Options Granted During the Period	10,275,000

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)					1 Months Ended
	Mar. 06, 2025	Feb. 12, 2025	Feb. 05, 2025	Jan. 09, 2025	Dec. 21, 2024
Subsequent Event [Member]
Shares to be issued, shares	63,376	6,250
Shares to be issued, value	$ 253,504	$ 25,000
Subsequent Event [Member] | 2024 Stock Plan [Member]
Common stock, shares				15,000,000
Exercise price				$ 0.25
Stock option, shares				15,275,000
Cres Discretionary Trust [Member] | Subsequent Event [Member]
Common stock, shares				11,231,040
Conversion of related party loan				$ 2,907,760
Board Of Directors [Member] | Lyndon Hsu [Member]
Stock Award Granted			800,000		800,000
Initial share of common stock granted			800,000
Amended Stock Grant Terms					2 years