UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2026

OR

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

For the transition period from ________ to _________

Commission File Number: 000-32389

APPLE iSPORTS GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0126444
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
100 Spectrum Center Drive,  Suite 900 Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

(949) 247-4210

(Registrant’s telephone number, including area code)

n/a n/a

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

Securities registered under Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 all that apply):

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

If an emerging growth company, indicate by a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 21, 2026, there were 219,784,477 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS 

		Page
PART I – FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	9
PART II – OTHER INFORMATION		10
SIGNATURES		11

2

Part I

Item 1. Financial Statements.

APPLE iSPORTS GROUP, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 AND 2025 (UNAUDITED)

APPLE iSPORTS GROUP, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	F-1
Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025	F-2
Condensed Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2026 and 2025	F-3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	F-4
Notes to Condensed Consolidated Financial Statements	F-5

3

APPLE iSPORTS GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2026			2025
Assets	(UNAUDITED)
Current assets:
Cash and cash equivalents	$	860		$	55,938
Goods and service tax receivable		133			6,378
Marketable security		-			100
Prepaid and other assets		7,490			11,495
Deferred financing cost, current		555,000			555,000
Total current assets		563,483			628,911
Deposits		-			11,015
Notes receivable		80,000			80,000
Accrued interest income		7,984			6,998
Deferred financing cost, non-current		1,740,042			1,740,042
Total assets	$	2,391,509		$	2,467,566
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	2,968,442		$	3,027,716
Accounts payable and accrued expenses – related parties		954,617			813,813
Due to related party		4,999			4,999
Loans payable		206,782			206,782
Loans payable - related parties		2,430,764			2,261,484
Accrued interest - related parties		92,736			79,921
Accrued payroll		105,943			131,308
Accrued interest expense		12,494			2,997
Total current liabilities		6,776,777			6,529,020
Total liabilities		6,776,777			6,529,020
Commitments and contingencies		-			-
Stockholders’ deficit:
Common stock, $0.0001 par value, 500,000,000 shares authorized, 219,784,477 issued and outstanding as of March 31, 2026 and December 31, 2025		21,978			21,978
Additional paid-in capital		15,995,313			15,745,313
Treasury stock, 1 share, at cost		(52,954	)		(52,954	)
Accumulated other comprehensive income		(297,726	)		(109,133
Accumulated deficit		(20,051,879	)		(19,666,658	)
Total stockholders’ deficit		(4,385,268	)		(4,061,454	)
Total Liabilities and Stockholders’ Deficit	$	2,391,509		$	2,467,566

See accompanying notes to condensed consolidated financial statements.

F-1

APPLE iSPORTS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 (UNAUDITED)

	Three Months Ended
	March 31,
	2026			2025
Net revenues	$	—		$	—
Operating expenses:
Corporate expense		-			131,772
Consulting and professional fees		376,638			3,033,876
Selling, general and administrative		60,481			30,981
Total operating expenses		437,119			3,196,629
Loss from operations		(437,119	)		(3,196,629	)
Other (expenses) and income:
Interest expense, net		(21,663	)		(8,981	)
Foreign exchange loss		73,661			13,878
Loss on Investment		(100	)		-
Total other (expenses) and income		51,898			4,897
Operating loss before income taxes		(385,221	)		(3,191,732	)
Provision for income taxes		-			-
Net loss	$	(385,221	)	$	(3,191,732	)
Foreign currency translation adjustment		(188,593	)		(10,731	)
Comprehensive loss	$	(573,814	)	$	(3,202,463	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.01	)
Weighted number of shares outstanding
Basic and Diluted		219,784,477			218,591,747

 See accompanying notes to condensed consolidated financial statements. 

F-2

APPLE iSPORTS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(UNAUDITED)

										Accumulated
					Additional					Other						Total
	Common				Paid-In		Treasury			Comprehensive			Accumulated			Stockholders’
	Shares		Par Value		Capital		Stock			Income			Deficit			(Deficit)
Balance as of December 31, 2025		219,784,477	$	21,978	$	15,745,313	$	(52,954	)	$	(109,133	)	$	(19,666,658	)	$	(4,061,454	)
Stock-based compensation						250,000											250,000
Other comprehensive income											(188,593	)					(188,593	)
Net loss														(385,221	)		(385,221	)
Balance as of March 31, 2026		219,784,477	$	21,978	$	15,995,313	$	(52,954	)	$	(297,726	)	$	(20,051,879	)	$	(4,385,268	)

										Accumulated
					Additional					Other						Total
	Common				Paid-In		Treasury			Comprehensive			Accumulated			Stockholders’
	Shares		Par Value		Capital		Stock			Income			Deficit			(Deficit)
Balance as of December 31, 2024		208,483,811	$	20,848	$	6,567,575	$	(52,954	)	$	354,207		$	(13,258,949	)	$	(6,369,273	)
Conversion of loan to common stock		11,231,040		1,123		2,806,636											2,807,759
Issuance of common stock		69,626		7		278,497											278,504
Stock-based compensation						2,566,695											2,566,695
Other comprehensive income											(10,731	)					(10,731	)
Net loss														(3,191,732	)		(3,191,732	)
Balance as of March 31, 2025		219,784,477	$	21,978	$	12,219,403	$	(52,954	)	$	343,476		$	(16,450,681	)	$	(3,918,778	)

See accompanying notes to condensed consolidated financial statements.

F-3

APPLE iSPORTS GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 (UNAUDITED)

	Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities
Net loss	$	(385,221	)	$	(3,191,732	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss		(73,661	)		(13,878	)
Adjustment for stock-based compensation		250,000			2,566,695
Adjustment for loss on investment		100
Change in operating assets and liabilities:
Good and services tax receivable		6,492			46,039
Accrued interest income		(986	)		(986	)
Accounts payable and accrued expenses		(118,453	)		130,009
Accounts payable and accrued expenses – related parties		140,805			66,485
Accrued interest – related party		11,067			9,158
Accrued interest expense		9,496
Accrued payroll		(28,449	)		(93,316	)
Prepaid and other assets		4,005			4,161
Deposits		11,445
Net cash used in operating activities		(173,360	)		(477,365	)
Cash flows from investing activities
Notes receivable		600			(600	)
Net cash provided by (used in) investing activities		600			(600	)
Cash flows from financing activities
Proceeds from loan payable from related parties		117,683			358,179
Payments to loans payable from related parties		-			(48,675	)
Proceeds from conversion of loan to common stock		-			278,504
Net cash provided by financing activities		117,683			588,008
Effect of changes in exchange rates on cash and cash equivalents		(1	)		(6,481	)
Net increase (decrease) in cash and cash equivalents		(55,078	)		103,562
Cash and cash equivalents, beginning of period		55,938			42,167
Cash and cash equivalents, end of period	$	860		$	145,729
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-
Supplemental disclosure of non-cash financing activities:
Non Cash decrease in related party loans payable due to conversion to common stock	$	-		$	(2,682,970	)
Non Cash decrease in accrued interest related party due to conversion to common stock	$	-		$	(124,790	)
Non Cash increase in common stock due to conversion of related party loan	$	-		$	1,123
Non Cash increase in Additional Paid in capital due to conversion of related party loan	$	-		$	2,806,637

See accompanying notes to condensed consolidated financial statements.

F-4

APPLE iSPORTS GROUP, INC.

NOTES TO CONDENSED 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 under common control. 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 its inception, it has had limited operating activity. Effective September 19, 2024, the Company changed Paramount Capital Inc.’s name to AiSportsTek, Inc.

On December 31, 2025, the Board of Directors approved the closure of the Company’s Melbourne, Australia office and discontinued all efforts to develop a sportsbook platform, following the inability to build or secure a partnership with a platform that met the Company’s requirements. The Company will maintain a virtual presence in Australia to support Asia-Pacific operations, while all financial and corporate operations will be centralized in the United States.

On March 01, 2026, Apple iSports announced that it had signed a Joint Venture Agreement (JV) with Apple iCasino (AiC), a premier online gaming company. The Agreement is to maximize its opportunities to execute strategic transactions and to align with its stated business strategy. This Agreement will allow AiS to continue pursuing its ambitions and excellent relationships within the gaming and entertainment communities, in addition to participating in a revenue-sharing agreement.

In conjunction with AiC, the Agreement will facilitate and promote gaming revenue streams across business-to-business (B2B) positioning both companies as highly credible players in the delivery of global online gambling services.

The JV will shift the AiS strategy from B2C to B2B. The strategy is significant because B2B tends to provide long-term strategic value. The result is that B2B will have a higher LTV (Loan-to-Value), which provides a lower risk ratio. As noted in the 10K that was issued in March, AiC’s primary thesis is Technical Equity, the result of multi-year specialized research, development, and engineering. This asset creates a significant “Time-to-Market” advantage, representing a technical maturity that far exceeds the standard lifecycle of a new market entrant. Its proprietary B2B infrastructure is the culmination of high-velocity development, focusing on the intersection of high-stakes wagering and decentralized finance.

F-5

NOTE 2. GOING CONCERN

The Company’s condensed 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 quarter ended March 31, 2026, the Company reported a net loss of $385,221, negative working capital of $6,213,294, and an accumulated deficit of $20,051,879. 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 for the next 12 months from the date of this Quarterly Report is dependent upon its ability to source additional debt and/or equity to fund the continued development of its multi-faceted gamming platform and ultimately achieve profitable operations. The Company plans to obtain such resources by relying upon continued advances from significant stockholders sufficient to meet its modest 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 condensed 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 and AiSportsTek, 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.

Unaudited Interim Financial Information

The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2025, and notes thereto.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. 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 1,000,000 AUD (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 1,000,000 AUD of accounts payable and recognized forgiveness of debt income of 1,000,000 AUD ($658,133).

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 condensed consolidated financial statements, the reporting currency is US$. AiS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and 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 stockholder’s equity section of the balance sheets.

F-6

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 condensed consolidated statement of comprehensive loss.

Exchange rates used for the translations are as follows:

AUD to U.S. $	Period End		Average
December 31, 2025		0.6695		0.6450
March 31, 2026		0.6855		0.6956
March 31, 2025		0.6235		0.6277

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. The fair value of the Company’s recently issued notes receivable approximates its carrying value due to the recency of its issuance relative to March 31, 2026, which was otherwise issued at market terms that the Company believes would be currently available for similar loan issuances. 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 5 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 up to 250,000 AUD. 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.

F-7

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. Concurrent with the term sheet, the Company paid a deposit of 60,000 AUD (U.S. $37,410). The deposit, was written off as a nonrefundable deposit under selling, general, and administrative expense on the income statement as of December 31, 2025, as the Company will no longer be moving forward with the deal.

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. Concurrent with the Letter of Intent, the Company paid a deposit of $50,000. The deposit, was written off as a nonrefundable deposit under selling, general, and administrative expense on the income statement as of December 31, 2025, as the Company will no longer be moving forward with the deal.

In July 2025, the Company entered into a binding agreement to purchase LBC Enterprise Pty Ltd (“Lucky Bet”), a gaming platform provider. As a part of the agreement management made a deposit of AUD $16,542 (U.S. $10,980) towards legal fees. The deposit, was written off as a nonrefundable deposit under selling, general, and administrative expense on the income statement as of March 31, 2026, as the Company has decided not to proceed with the acquisition of Lucky Bet following further due diligence.

Investment in Joint Venture

On February 28, 2026, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with AiC Enterprise LLC to supply gaming products platform and technical services to business enterprise and consumer clients. This JV will be 50% owned by the Company and 50% owned by AiC Enterprise LLC. AiC Enterprise LLC provides a robust global online crypto-enabled gaming platform, which is fully functioning and operational, a fully capable technological function suitable for deployment on a business enterprise basis, and an agentic AI driven marketing system.

The Company has an investment in an entity in which it has significant influence but not a controlling financial interest. The Company accounts for these investments in accordance with ASC 323, Investments-Equity Method and Joint Ventures ("ASC 323"). The Company was not required to pay cash for its ownership interest and contributed Licensed Marks (as defined in the JV Agreement); therefore, is no investment balance on the consolidated balance sheet as of March 31, 2026.

Convertible Notes Receivable

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. Notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary.

F-8

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 the 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 collectability of the 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. The Company considers the 18,967,492 shares of common stock related to the Company’s stock options and warrants, as well as notes payable outstanding, to be potentially dilutive securities that can be convertible into shares of Common Stock. As such they are excluded from the calculation of diluted net income (Loss) per share because their inclusion would have been antidilutive.

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.

F-9

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 condensed 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 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.

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. Upon further analysis, this updated did not have a material impact on the Corporation’s consolidated financial statements and related disclosures.

In March 2024, the FASB Issued ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies the accounting for profit interest. This update did not have a material impact on the Corporation’s consolidated financial statements and related disclosures.

In March 2024, the FASB Issued ASU No. 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements, which removes various references to the Concepts Statements from the FASB Accounting Standards Codification. This update did not have a material impact on the Corporation’s consolidated financial statements and related disclosures.

In March 2025, the FASB issued ASU No. 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which amends an SEC paragraph noted in Codification pursuant to the issuance of SEC Staff accounting Bulletin No. 112 which removes text of SAB Topic 5FF, Accounting for Obligations To Safeguard Crypto-Assets an Entity Holds for Its Platform Users. This update did not have a material impact on the Corporation’s consolidated financial statements and related disclosures.

NOTE 4. CONVERTIBLE NOTES RECEIVABLE

On March 6, 2024, the Company entered into a Convertible Promissory Note Purchase Agreement with SeaPort Inc., whereas 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 March 31, 2026, 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 three months ended March 31, 2026, the Company recorded $986 in interest income related to the loan respectively. As of March 31, 2026, the Company has accrued $7,984 of interest income related to the loan.

F-10

NOTE 5. RELATED PARTIES

Related Party Payables

Related Party	Note	March 31, 2026		December 31, 2025
Cres Discretionary Trust No. 2	(a)	$	1,853,019	$	1,695,105
Apple iSports Investment Group Pty	(b)		178,544		174,379
ABA Investment Group Pty Ltd	(c)		308,681		301,480
Utti Oco Pty Ltd	(d)		68,970		68,970
Mt. Wills Gold Mines Pty Ltd	(e)		21,550		21,550
Total loan payable		$	2,430,764	$	2,261,484
Cres Discretionary Trust No. 2	(a)		42,777		34,648
Apple iSports Investment Group Pty	(b)		20,264		18,501
ABA Investment Group Pty Ltd	(c)		29,695		26,772
Total accrued interest		$	92,736	$	79,921
Due to Director	(f)		4,999		4,999
Total Due to related party		$	4,999	$	4,999

		Three Months Ended
		March 31,
		2026		2025
Related party interest expenses:
Cres Discretionary Trust No. 2	(a)	$	7,728	$	6,704
Apple iSports Investment Group Pty	(b)		1,340		2,068
ABA Investment Group Pty Ltd	(c)		2,317		1,196
Total related party interest expenses		$	11,386	$	9,968

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. 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 $2,807,760 resulting in the issuance of 11,231,040 shares of common stock to Cres. Of the total $2,807,760 converted, $124,790 represents accrued interest on the Loan through the Effective Date, with the remaining amount $2,682,970 representing the principal amount of the Loan as of the Effective Date.

b) On April 8, 2022, the Company’s wholly-owned 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 wholly owned 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.

F-11

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.

NOTE 6. LOAN PAYABLE

On November 1, 2025, the Company entered into a Loan Agreement with PhilBook Pty Ltd (PhilBook Pty). PhilBook Pty agreed to loan the Company (AUD $350,000). The loan is unsecured and has an 18% interest rate, payable upon demand. As of December 31, 2025, the Company drew $206,782 (AUD $309,836) on the loan, with a remaining $26,805 (AUD $40,164) amount that can be borrowed under the loan. During the three months ended March 31, 2026, the Company recorded $9,178 in interest expense related to the loan. During the three months ended March 31, 2026, the Company has accrued $12,175 of interest expense related to the loan.

NOTE 7. 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 quarter ended March 31, 2026 and 2025. The Company is subject to the State of Delaware tax laws at a tax rate of 8.7%.

F-12

b. Australia (AU)

Apple iSports Pty Ltd, a second-tier 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 quarter ended March 31, 2026 and 2025. The applicable statutory tax rate is 25%.

Significant components of the Company’s net deferred income tax assets as of the quarter ended March 31, 2026, and year ended December 31, 2025, consist of net operating loss carryforwards. The net operating loss forward for U.S. federal tax and Australian tax purposes is 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 carryforwards 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.

There is no income tax benefit for the losses for the three months ended March 31, 2026 and 2025, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. 

NOTE 8. STOCKHOLDERS’ DEFICIT

The Company’s Articles of Incorporation, as amended, have authorized 500,000,000 shares of common stock of the Company, par value $0.0001, and 50,000,000 shares of preferred stock, $0.0001 par value. All of the shares of preferred stock are “blank check” meaning the Board of Director, and not the shareholders, can authorize the rights, privileges and preferences of any shares of preferred stock issued in the future. 

Preferred Stock

As of March 31, 2026 and December 31, 2025, 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 during the quarter ended March 31, 2026, and the year ended December 31, 2025.

Common Stock

As of March 31, 2026 and December 31, 2025, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001.

On August 4, 2025, the Company entered into a common stock purchase agreement with an investor (the “Common Stock Purchase Agreement”). Pursuant to the Common Stock Purchase Agreement, the Company is able issue and sell to the investor, and the investor shall purchase up to a maximum of $25,000,000 of the Company’s common stock, $0.0001 par value per share, subject to certain conditions therein. In addition, the Company delivered warrants to the investor to purchase up to 7,692,492 shares of common stock at an initial exercise price of $7.76 per share. The exercise price shall be adjusted on the six- and eighteen-month anniversary to the lower of the initial exercise price or a price equal to 110% of the average of the volume-weighted average price of the Company’s common stock over five trading days preceding each such date. The warrant’s expiration date is the third anniversary from the Effective Date.

The Company, from time to time, may submit draw down requests to the investor to purchase shares of the Company’s common stock at a prescribed purchase price. The amount of each drawdown request shall not exceed 400% of the average daily trading volume for the 10 trading days immediately preceding a draw down request. The investor shall be obligated to accept the Company’s draw down notice, provided that the investor, in its sole discretion, shall not be obligated to accept more than 50% of the requested draw down amount and shall have the option to purchase up to 200% of the draw down amount requested. The price per share to be paid by the investor shall equal 90% of the average daily closing price during the pricing period for such draw down.

Pursuant to the Common Stock Purchase Agreement, the investor is entitled to a commission equal to 2% of the gross proceeds. The Company was not obligated to pay the commission during the year ended December 31, 2025 and recorded it as a deferred financing cost or issuance cost related to equity contract. As of December 31, 2025, there have been no share issuances of the Company’s common stock in connection with the Common Stock Purchase Agreement.

Regarding the warrants, the Company performed an analysis of the related provisions and concluded that the warrants met the guidance for being classified as an equity instrument. As the Company has not received any proceeds from share issuances under the Common Stock Purchase Agreement, the Company recognized the relative fair value of the warrant of $1,740,042 as a deferred financing cost or issuance cost related to equity contract upon issuance. The relative fair value of the warrant was determined using the Black-Scholes valuation model. As of December 31, 2025, there have been no warrants exercised or canceled.

As of the date of this filing, no transactions occurred with respect to the Common Stock Purchase Agreement. On February 13, 2026, the Company received written notice from the Purchaser to pay the sum of $250,000 which is purportedly due under the terms of the Facility. The notice also stated that a second $250,000 payment is due on the first anniversary of the Facility (August 5, 2026). The Company has not utilized the Facility and is currently assessing its legal position with respect to the demand and the overall Facility.

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. The Company issued the shares on March 31, 2025.

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. The Company issued the shares on March 31, 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. Of the total $2,807,760 converted, $124,790 represents accrued interest on the Loan through the Effective Date, with the remaining amount $2,682,970 representing the principal amount of the Loan as of the Effective Date.

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, all at a price of $0.25.

F-13

Treasury Stock

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

NOTE 9. 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. As of March 31, 2026 and December 31, 2025, we had a contingent liability totaling $75,000, respectively, in accrued payroll on the consolidated balance sheets related to litigation matters. We recorded an estimated charge in connection with the termination of Lee Saltzer. Mr. Saltzer made a demand on the Company’s Australian subsidiary for the sum of approximately $75,000, which he asserts is due under his employment agreement with the Australian subsidiary.

As of March 31, 2026, 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 the presentation on the balance sheet.

NOTE 10. STOCK PLAN

Australian Plan

On July 25, 2025, the Board of Directors adopted and approved the creation of a Stock Option Plan for Australian employees of the Company and its second-tier subsidiary. It also approved the stock option grant of a total of 12,000,000 shares under the 2025 Stock Plan, to certain Australian employees. The options have an exercise price of $0.25 per share. Under the stated plan, these options terminate immediately after the grantee’s cessation of employment or engagement with the Company.

As of March 31, 2026 a total number of 60,000,000 shares were authorized under the plan and 58,000,000 shares were available for issuance. As of March 31, 2026, stock option grants totaling 2,000,000 shares of common stock had a weighted average grant date fair value of $0.25 per share.

Compensation cost recorded for stock-based compensation awards (including awards to non-employee directors and consultants) reflected as a stock compensation expense was $0 for the three months ended March 31, 2026 and $0 for the three months ended March 31, 2025. As the remaining awards were fully vested upon issuance, there is no unrecognized stock-based compensation expense as of March 31, 2026.

The following tables summarize information about vested common stock transactions and related information for shares subject to time-based vesting:

	2026
	Options		Weighted Average Exercise Price		Intrinsic Value
Outstanding, December 31, 2025		2,000,000	$	0.25	$	760,000
Issued
Forfeited
Outstanding, March 31, 2026		2,000,000	$	0.25	$	360,200

F-14

US 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 initially was 15,000,000 shares of common stock, which was later increased to 20,000,000 shares. 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, subject to the definitive agreements between the parties. The options have an exercise price of $0.25 per share, which was based on the subscription price of the Company’s then current private placement offering. In general, options become exercisable during the period when the grantee is providing services to the Company as an employee or consultant. Our policy is to issue new shares upon the exercise of options. 

As of March 31, 2026, a total number of 20,000,000 shares were authorized under the plan and 10,725,000 shares were available for issuance. As of March 31, 2026, stock option grants totaling 9,275,000 shares of common stock had a weighted average grant date fair value of $0.25 per share.

On March 18, 2026, the Board approved stock option grants totaling 1,000,000 shares of common stock with an exercise price of $0.25 per share to a consultant of the Company. The effective date of the stock option grants to the grantees was March 18, 2026.

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 10,275,000 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.

Compensation cost recorded for stock-based compensation awards (including awards to non-employee directors and consultants) reflected as a stock compensation expense was $250,000 for the three months ended March 31, 2026 and $2,566,695 for the three months ended March 31, 2025. As the awards were fully vested upon issuance, there is no unrecognized stock-based compensation expense as of March 31, 2026.

The following tables summarize information about vested common stock transactions and related information for shares subject to time-based vesting:

	2026
	Options		Weighted Average Exercise Price		Intrinsic Value
Outstanding, December 31, 2025		8,275,000	$	0.25	$	3,144,500
Issued		1,000,000		0.25
Outstanding, March 31, 2026		9,275,000	$	0.25	$	1,670,428

NOTE 11. 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 12. SUBSEQUENT EVENTS

We evaluated subsequent events after March 31, 2026 through the date of the issuance of these financial statements and have determined there have been no subsequent events for which a disclosure is required.

F-15

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

Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to 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 Company’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 Company. Although the Company 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 quarterly 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;

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· 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.

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 that we may file from time to time with the SEC.

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 and unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

AiS has been engaged in the development of digital wagering  and gaming platforms. Our intended platform,  will provide users with sports content, racing, sports betting, and sport streaming solutions. We aim to create excitement and engagement and deliver the best experiences that enhance sports fandom. Users will be able to access our products via multiple devices, including the web and mobile devices.

 Our primary markets are Australia and the U.S., although our B2B reach will likely include our other regions and countries We will have separate websites for both markets, namely 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 March 31, 2026, we (i) established a core team with industry skills and experience to manage the Company and (ii) we received approximately $3,023,397 in private placement funding and the current outstanding balance to related parties in excess of $3,478,117

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· 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, as well as the historical operations, reflected in the financial statements before the stock exchange, 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 August 2025, we entered into an Equity Backstop agreement with LDA Capital Group allowing draw-down of up to $25 million, with an ability to extend the draw-down up to $50 million based on completion of a Registration Statement and trade volume metrics.

· On December 31, 2025, the Board of Directors approved the closure of the Company’s Melbourne, Australia office and discontinued all efforts to develop a domestic (Australian) sportsbook platform, following the inability to build or secure a partnership with a platform that met the Company’s objectives. The Company will maintain a virtual presence in Australia to support Asia-Pacific operations, while all financial and corporate operations will be centralized in the United States.

· Effective March 1, 2026, the Company entered into a Joint Venture and License Agreement (“Agreement”) with AIC Enterprises, LLC, a limited liability company domiciled in Belize, to create a joint venture utilizing an existing online, crypto gaming platform of AiC, called appleicasino.com (“Platform”).  The Platform recently commenced operations in a limited number of countries, and as such, the Company cannot predict the success of the Platform. Mr. Marino Sussich, our director and an affiliate of our largest shareholder, owns 45% of the equity of AiC.

Recent Developments

On December 31, 2025, the Board of Directors approved the closure of the Company’s Melbourne, Australia office and discontinued all efforts to develop a sportsbook platform, following the inability to build or secure a partnership with a platform that met the Company’s requirements. The Company will maintain a virtual presence in Australia to support Asia-Pacific relationships, while all financial and corporate operations will be centralized in the United States.

This decision marked more than an operational change. It marked a strategic reposition. Rather than continue pursuing a direct-to-consumer sportsbook pathway without the right platform foundation, the Company elected to shift toward a business-to-business model built around stronger long-term commercial value, more scalable partnership structures, and a lower-risk operating profile.

In this regard, on March 1, 2026, as mentioned above, the Company announced that it had signed a Joint Venture  and Licensing Agreement with AIC Enterprises, LLC, a gaming operator with established capabilities in online gaming. The Agreement was entered into to maximize the Company’s ability to execute strategic transactions and to align with its revised business strategy. Through this Joint Venture, the Company can continue pursuing opportunities across the gaming and entertainment sectors while participating in a revenue-sharing structure tied to B2B activity.

The significance of this development is twofold. First, it provides the Company with an operating partner capable of supporting downstream execution and revenue generation. Second, it may establish a precedent for similar downstream assembly components in the future, where the Company aligns with proven operators or infrastructure partners rather than attempting to own every layer of delivery directly. In this sense, the Joint Venture is not simply an isolated transaction. It is part of a broader strategic architecture in which the Company assembles the right capabilities around the right opportunities.

At the same time, through its communications with entertainment, gaming, and wagering operators, the Company has identified a larger structural pattern in the market. Many operators are actively evaluating new propositions, platforms, and formats, but are not yet ready to commit to material investments. That hesitation is being driven by a combination of factors, including growing regulatory uncertainty, rapid technological change, and political volatility across multiple markets. In practical terms, operators are interested in what comes next but remain cautious about making large commitments before they have greater confidence in direction, timing, and execution viability. We believe hat this market hesitation has created a unique AI opening for the Company which we intend to exploit through our recent Joint Venture and potentially other business arrangements.

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92618, and our phone number is (949) 247-4210. In addition, as mentioned, we have two websites (which do not form a part of these filings): appleisports.com in the U.S. and www.appleisports.com.au in Australia.

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Our corporate structure is depicted below:

Results of Operations

For the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025.

Revenues

During the quarters ended March 31, 2026 and 2025, the Company had no revenues.

Operating Expenses

During the quarters ended March 31, 2026 and 2025, the Company had total operating expenses of $437,119 and $3,196,629, respectively. During the quarter ended March 31, 2026, operating expenses consisted of consulting, and professional fees of $376,638, and selling, general, and administrative expenses of $60,481. During the quarter ended March 31, 2025, operating expenses consisted of corporate expenses of $131,772, consulting, and professional fees of $3,033,876, and selling, general and administrative expenses of $30,981. The 86% decrease in operating expenses for the current quarter over the prior quarter is primarily due to a decrease in consulting and professional fees expenses primarily related to an decrease in compensation expenses of $250,000 from stock options which were granted during the quarter compared to $2,566,695 from the stock options which were granted during the quarters ended March 31, 2025. See note 10 Stock Plans to the unaudited financial statements included herein for additional detail on the stock incentive plans.

During the quarters ended March 31, 2026, and 2025, we had $21,663 and $8,981 respectively, in interest expense attributable to related party debt, net of interest income. The significant increase in interest expense is attributable to the increase in interest expense for the PhilBook Pty loan. This was offset by a decrease related to the conversion of the related party Cres loan on January 9, 2025.

During the quarters ended March 31, 2026, and 2025, we had net loss of $385,221 and $3,191,732, respectively, for the reasons discussed above.

Liquidity and Capital Resources

As of March 31, 2026, the Company had a working capital deficit of $6,213,294 compared with a working capital deficit of $5,900,109 as of December 31, 2025. The increase in working capital deficit is primarily a result of an increase in related party loans for the three months ended March 31, 2026.

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 quarters ended March 31, 2026 and 2025:

	March 31,			March 31,
	2026			2025
Net Cash Used in Operating Activities	$	(173,360	)	$	(477,365	)
Net Cash Used in Investing Activities		600			(600	)
Net Cash Provided by Financing Activities		117,683			588,008
Effect of changes in exchange rate on cash and cash equivalents		(1	)		(6,481	)
Net Change in Cash	$	(55,078	)	$	103,562

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Operating Activities

During the quarter ended March 31, 2026, the Company incurred a net loss of $385,221 which after adjusting for decrease in goods and services tax receivable of $6,492, foreign exchange gain of $73,661, Loss on investment $100, increase in accounts payable and accrued expenses of $118,453, accounts payable and accrued expenses to related parties $140,805, accrued interest to related party of $11,067, accrued interest income of $986, accrued interest expense of $9,496, prepaid and other assets of $4,005, deposits of $11,445, accrued payroll of 28,449, along with stock based compensation expense of $250,000 resulted in net cash of $173,360 being used in operating activities during the period.  By comparison, during the quarter ended March 31, 2025, the Company incurred a net loss of $3,191,732 which after adjusting for decrease in goods and services tax receivable of $46,039, foreign exchange gain of $13,878, increase in accounts payable and accrued expenses of $130,009, accounts payable and accrued expenses to related parties $66,485, accrued payroll of $93,316 accrued interest to related party of $9,158, accrued interest income of $986, prepaid and other assets of $4,161 along with stock based compensation expense of $2,566,695 resulted in net cash of $477,365 being used in operating activities during the period. The primary cause for the year over year change in operating activities was related to the increase in expenses related to stock based compensation for the company’s stock incentive plan during the quarter ended March 31, 2025.

Investing Activities

During the quarter ended March 31, 2026, the Company had a decrease of $600 proceeds to receivables. By comparison, during the quarter ended March 31, 2025, the company had a receivable of $600 for proceeds owed by a vendor.

Financing Activities

During the quarter ended March 31, 2026, the Company incurred $117,683 from financing activities by way of an increase of $117,683 from related party loans. By comparison, during the quarter ended March 31, 2025, the Company received $588,008 from financing activities by way of $358,179 in related party loans, $278,504 from stock issuances, offset by a decrease of $48,675 from payments from related party loans. The year over year changes were primarily related to the partial conversion of a related party loan to common stock.

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 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

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 likely to have a material impact on the financial condition or results of operations of the Company. We identified that the assumptions and estimates associated with the valuation of stock option grants as a critical accounting estimate. 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 3 – Summary of Significant Accounting Policies and Basis of Presentation of the accompanying condensed 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly 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 of March 31, 2026. 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.

Effective disclosure controls and internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. By enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding the timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures is also based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 

Changes in Internal Controls over Financial Reporting

During the quarter ended March 31, 2026, other than the remediation steps addressed above there have 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.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

None.  

Item 6. Exhibits

Exhibit	Description
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*
104	COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)*

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

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SIGNATURES

Pursuant to the requirements 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.
Date: May 21, 2026	/s/ Joe Martinez
	Joe Martinez Chief Executive Officer (Principal Executive Officer)

Date: May 21, 2026	/s/ Joe Martinez
	Joe Martinez Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer)

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