U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~June~~September 30, 2024

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

For the transition period from ________ to _________

Commission file number: 333-206764

APPSOFT TECHNOLOGIES, INC.

(Name of Small Business Issuer in its charter)

Nevada		47-3427919
(State or other jurisdiction of Identification No.)		(I.R.S. Employer incorporation or organization)

1225 Franklin Avenue, Suite 325, Garden City, NY 11530

Address of ~~registrant~~reg’strant's principal executive offices

(516) 224-7717

Issuer’s telephone ~~number~~______

~~_________________________________________________________~~(Former name, former address and former

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
common stock, par value $0.001 per share	ASFT	OTCQB

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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 ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months ~~(or for such shorter period that the registrant was required to submit and post such files)~~. ☒ Yes ☐ No

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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

At ~~August~~November 15, 2024, there were 4,~~153~~145,103 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AppSoft Technologies, Inc.

Balance Sheets

	June 30, 2024			December 31, 2023
	September 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
CURRENT ASSETS
Cash	$	355		$	8
TOTAL CURRENT ASSETS		355			8
TOTAL ASSETS	$	355		$	8
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accruals		~~298~~311			298
Accrued Interest		3133,~~593~~707			27,541
TOTAL CURRENT LIABILITIES		3134,~~891~~018			27,839
Note Payable		~~417~~425,~~243~~543			392,543
TOTAL LIABILITIES		~~449~~459,~~134~~561			420,382
COMMITMENTS AND CONTINGENCIES	$	-		$	-
STOCKHOLDER'S EQUITY
Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,936,000 and 1,936,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)	$	193		$	193
Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,936,000 and 1,936,000 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)	$	193		$	193
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,504,103 and 4,504,103 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively)		449			449
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,504,103 and 4,504,103 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)		449			449
Additional Paid in Capital		533,858			533,858
Accumulated Deficit		(~~983~~994,~~599~~056	)		(954,874	)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT)		(~~449~~459,~~099~~556	)		(420,374	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	355		$	8

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

AppSoft Technologies, Inc.

Statements of Operations

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024 (Unaudited)			2023 (Unaudited)			2024 (Unaudited)			2023 (Unaudited)
Sales	$	-585		$	-		$	-585		$	-
Total Revenue	$	-585		$	-		$	-585		$	-
EXPENSES:
Selling, General and Administrative		23,~~362~~038			~~4,379~~827			47,~~619~~657			56,~~787~~614
Interest Expense		2,~~067~~114			1,~~863~~918			46,~~051~~165			35,~~573~~491
Outside Services		~~260~~340			~~890~~855			~~260~~600			12,~~865~~720
Professional Fees		95,~~050~~550			~~15,400~~675			1925,~~800~~350			3839,~~380~~055
Total Expense		1311,~~739~~042			224,~~532~~275			2839,~~730~~772			4953,~~605~~880
Loss from operations	$	(1310,~~739~~457	)	$	(224,~~532~~275	)	$	(2839,~~730~~187	)	$	(4953,~~605~~880	)
Other Income/Loss)
Income on Extinguishment of Debt	$	-		$	-		$	-		$	7,900
Provision for Income Taxes	$	-		$	-		$	-		$	-
NET LOSS		(1310,~~739~~457	)		(224,~~532~~275	)		(2839,~~730~~187	)		(4145,~~705~~980	)
Weighted average common shares outstanding, basic and fully diluted		4,504,103			4,504,103			4,504,103			4,504,103
Basic and fully diluted net loss per common share:	$	(0.00	)	$	(0.0100	)	$	(0.01	)	$	(0.01	)

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

AppSoft Technologies, Inc.

Statements of Cash Flows

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024 (Unaudited)			2023 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2839,~~730~~187	)	$	(4945,~~605~~980	)
Income on Extinguishment of Debt		-			(7,900	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operations:
Changes in Assets and Liabilities:
Increase (decrease) in Accounts Payable and Other Accruals		-13			(109,~~687~~428	)
Increase (decrease) in Accrued Interest Expense		46,~~057~~171			35,~~574~~491
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(2433,~~673~~003	)		(4857,~~818~~817	)
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:
Note Payable - borrowings		2433,~~700~~000			4857,827
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		2433,~~700~~000			4857,827
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		27(3	)		910
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		8			5
END OF THE PERIOD	$	355		$	1415
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	-
Taxes	$	-		$	-

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

AppSoft Technologies, Inc.

Statement of Stockholders' Equity

For the Six Months Ended
June 30, 2024 (Unaudited)
									Additional
	Common Stock				Preferred Stock				Paid-in		Accumulated			Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances, January 1, 2024		4,504,143	$	449		1,936,000	$	193	$	533,858	$	(954,874	)	$	(420,374	)
Net Loss		-		-		-		-		-		(14,986	)	$	(14,986	)
Balances, March 31, 2024		4,504,143	$	449		1,936,000	$	193	$	533,858	$	(969,860	)	$	(435,360	)
Net Loss		-		-		-		-		-		(13,739	)	$	(13,739	)
Balances, June 30, 2024		-	$	449		1,936,000	$	193	$	533,858	$	(983,599	)	$	(449,099	)

For the Nine Months Ended

For the Six Months Ended
June 30, 2023 (Unaudited)
									Additional
	Common Stock				Preferred Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances, January 1, 2023		4,504,143	$	449		1,936,000	$	193	$	533,858	$	(904,432	)	$	(369,932	)
Net Loss		-		-		-		-		-		(19,173	)	$	(19,173	)
Balances, March 31, 2023		4,504,143	$	449		1,936,000	$	193	$	533,858	$	(923,605	)	$	(389,105	)
Net loss		-		-		-		-		-		(22,532	)		(22,532	)
Balances, June 30, 2023		4,504,143		449		1,936,000		193		533,858		(946,137	)		(411,637	)

September 30, 2024 (Unaudited)

Additional

Common Stock

Preferred Stock

Paid-in

Accumulated

Total

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balances, January 1, 2024

4,504,143

449

1,936,000

193

533,858

(954,874

)

(420,374

)

Net Loss

(14,986

)

(14,986

)

Balances, March 31, 2024

4,504,143

449

1,936,000

193

533,858

(969,860

)

(435,360

)

Net Loss

(13,739

)

(13,739

)

Balances, June 30, 2024

449

1,936,000

193

533,858

(983,599

)

(449,099

)

Net Loss

(10,457

)

(10,457

)

Balances, September 30, 2024

449

1,936,000

193

533,858

(994,056

)

(459,556

)

For the Six Months Ended

September 30, 2023 (Unaudited)

Additional

Common Stock

Preferred Stock

Paid-in

Accumulated

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balances, January 1, 2023

4,504,143

449

1,936,000

193

533,858

(904,432

)

(369,932

)

Net Loss

(19,173

)

(19,173

)

Balances, March 31, 2023

4,504,143

449

1,936,000

193

533,858

(923,605

)

(389,105

)

Net loss

(22,532

)

(22,532

)

Balances, June 30, 2023

4,504,143

449

1,936,000

193

533,858

(946,137

)

(411,637

)

Net loss

(4,275

)

(4,275

)

Balances, September 30, 2023

4,504,143

449

1,936,000

193

533,858

(950,412

)

(415,912

)

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

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE A—BUSINESS ACTIVITY

AppSoft Technologies (the "Company”) was organized under the laws of the State of Nevada March 24, 2015. The Company’s fiscal year-end is December 31^st. Appsoft is a developer of innovative games/mobile apps as well as Esports/E-gaming platforms, including Esportsreporter, a leading news channel for all things esports and professional gaming. Coverage includes events with live reporters as well as conducting face-to-face and virtual interviews with professional players in the space. We are currently building a following on digital media to generate revenue from sales, sponsorships, or merchandise from our fanbase and advertisers published on our ad supported content.

The results for the three months ended June 30, 2024 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 11, 2024.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2024 and for the related periods presented.

NOTE B—GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $~~983~~994,~~599~~056 and cash used in operations of $2433,~~673~~003 at the period ended ~~June~~September 30, 2024.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for the 12 months from the date when these financial statements were issued. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty.

To address these aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources.

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation- The financial statements included herein were prepared under Generally Accepted Accounting Principles (GAAP). All adjustments have been made which in the opinion of management are necessary, normal, and recurring in nature for presentation.

Interim filings should be read in conjunction with the Company’s annual report as of December 31, 2023.

Cash and Cash Equivalents- For the purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Management’s Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all the costs of doing business.

Revenue Recognition- On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full ~~retrospective~~retro30spective or modified retrospective transition method. The Company adopted this standard using the modified basis effective January 1, 2019, and given the Company's limited revenue, the modified retrospective basis has no material impact on prior years given the limited revenue.

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There was a total of 1,936,000 upon conversion of preferred stock as of ~~June~~September 30, 2024.

Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Fair Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and accounts payable approximate fair value based on the short-term maturity of these instruments.

Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of ~~June~~September 30, 2024 and 2023, the balance in Accounts Receivable was $0 and $0.

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended ~~June~~September 30, 2024 and 2023.

Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended September 30, 2024 and 2023.

The ~~carrying~~Company ~~amounts~~does ofnot ~~the~~have ~~Company’s~~any ~~financial~~ assets ~~and~~or liabilities, ~~such~~measured asat ~~cash~~fair ~~and~~value ~~accrued~~on ~~expenses,~~a ~~approximate~~recurring ~~their~~or ~~fair~~a ~~values~~non-recurring ~~because~~basis, ofconsequently, the ~~short~~Company ~~maturity~~did ofnot ~~these~~have ~~instruments.~~any ~~The~~fair ~~Company’s~~value ~~note~~adjustments ~~payable~~for ~~approximates~~assets ~~the~~and liabilities measured at fair value ofat ~~such~~September ~~instrument~~30, ~~based~~2024, ~~upon~~nor ~~management’s~~gains ~~best~~or ~~estimate~~losses ofare ~~interest~~reported ~~rates~~in ~~that~~the ~~would~~statement beof ~~available~~operations that are attributable to the ~~Company~~change ~~for~~in ~~similar~~unrealized ~~financial~~gains ~~arrangement~~or losses relating to those assets and liabilities still held at the reporting date for the periods ended ~~June~~September 30, 2024 and 2023.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2024, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended June 30, 2024 and 2023.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year ended 2024 and early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect that the guidance will have material impacts on its financial position, results of operations or cash flows. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which improves the transparency of income tax disclosures. ASU 2023-09 is effective for the Company for the year ended December 31, 2025 and early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.

NOTE D-SEGMENT REPORTING

The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of ~~June~~September 30, 2024 and 2023.

NOTE E-CAPITAL STOCK

The Company is authorized to issue 1,000,000,000 Common Shares at $0.0001 par value per share.

Total issued and outstanding shares of common stock is 4,504,103 and 4,504,103 as of ~~June~~September 30, 2024 and ~~June~~September 30, 2023, respectively.

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of ~~June~~September 30, 2024 and ~~June~~September 30, 2023, respectively.

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE E-CAPITAL STOCK—CONT’D

The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $0.0001 par value per share. During the period from inception (March 24, 2015) through December 31, 2016, the Company issued 2,000,000 shares of preferred stock at $0.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Phone Apps with a fair market value of $50,000 for a total of $100,000. The shares of “Preferred Stock” are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share. The holder of the “Preferred Stock” may not convert any portion of the “Preferred Stock” if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61^st day after such notice is delivered to the Company. Upon a liquidation event, the Company shall first pay to the holders of the “Preferred Stock” an amount per share equal to the Original Issue Price (i.e., $0.05 per share of Series A Preferred Stock), plus all accrued and unpaid dividends on each share of Series A Preferred Stock (the “Series A Preference Amount”). After full payment of the liquidation preference amount to the holders of the “Preferred Stock,” the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the “Preferred Stock” on an as-if-converted-basis. The Series A Preferred Stock ranks senior to the Company’s common stock and senior to any other shares of preferred stock the Company may issue in the future.

The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $.0001 par value per share. During the period from inception (March 24, 2015) through December 31, 2016, the Company issued 2,000,000 shares of preferred stock at $.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Phone Apps with a fair market value of $50,000 for a total of $100,000. The shares of “Preferred Stock” are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share. The holder of the “Preferred Stock” may not convert any portion of the “Preferred Stock” if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61^st day after such notice is delivered to the Company. Upon a liquidation event, the Company shall first pay to the holders of the “Preferred Stock” an amount per share equal to the Original Issue Price (i.e., $0.05 per share of Series A Preferred Stock), plus all accrued and unpaid dividends on each share of Series A Preferred Stock (the “Series A Preference Amount”). After full payment of the liquidation preference amount to the holders of the “Preferred Stock,” the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the “Preferred Stock” on an as-if-converted-basis. The Series A Preferred Stock ranks senior to the Company’s common stock and senior to any other shares of preferred stock the Company may issue in the future.

The Company agreed to reduce the price at which each share of Series A Preferred Stock, of which Ventureo is the sole holder, converts into Common Stock from $0.005 per share to $0.0002 per share. The Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price. The Company’s Board approved the Agreement by unanimous written consent to action on November 30, 2018, and the Majority Holders approved the Agreement by the Stockholder Consent on December 4, 2018.

During 2021, the Company converted 1,400 shares of Preferred Stock into 350,000 shares of Common Stock.

Capital Contributions

Brian Kupchik, President, and CEO made no capital contributions during the periods ended ~~June~~September 30, 2024 and ~~June~~September 30, 2023.

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE F – INCOME TAX

The Company provides for income taxes under (now included under Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of ~~June~~September 30, 2024 is approximately $~~983~~994,~~600~~000 and as of ~~June~~September 30, 2023 is $~~946~~950,~~100~~400 approximately. The total deferred tax assets are approximately $~~207~~209,000 and $~~199~~200,000 for the periods ended ~~June~~September 30, 2024 and 2023, respectively.

No tax benefit has been reported in the financial statements because after evaluating our own potential tax uncertainties, the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited. The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons:

The Company is not obligated to pay State Income Taxes because it is a Nevada corporation. The Company does not currently have any tax returns open for examination.

NOTE G--NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

The total amount of the Notes Payable is $~~417~~425,~~243~~543 and bears interest at 2% per year. Interest expense for the periods ended ~~June~~September 30, 2024 and 2023 were $46,~~051~~165 and $35,~~573~~491, respectively. Total accrued interest as of ~~June~~September 30, 2024 is $3133,~~593~~707.

Detail of the Notes Payable is as follows:

2018 Notes Payable

2018 Principal and Interest were consolidated into promissory note in the amount of $160,314. The note bears interest at 2% per year.

On November 30, 2018, the Company entered into an Exchange Agreement with its Creditors under which each Creditor agreed to cancel the Original Notes issued and accept a new promissory note in the amount of $160,314 from the Company evidencing the amount of principal and accrued interest thereon through such date owed to the Creditor that mature on December 31, 2021 in exchange for the Original Notes.

In consideration for the exchange of the Original Notes for the New Notes, the Company agreed to reduce the price at which each share of Series A Preferred Stock, of which Ventureo is the sole holder, converts into Common Stock from $0.005 per share to $0.0002 per share. The Company filed an amendment to its Articles of Incorporation reflecting the change of the conversion price. The Company’s Board approved the Agreement by unanimous written consent to action on November 30, 2018, and the Majority Holders approved the Agreement by the Stockholder Consent on December 4, 2018.

Although new borrowings are not yet formalized into a note agreement, the Company and the lender agree that the new loans have the same terms and conditions for the formalized notes.

2019 Notes Payable

In 2019 an additional $42,106 was incurred in promissory notes. The note bears interest at 2% per year.

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE G--NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT—CONT’D

BGS Drawdown Promissory Note

On December 31, 2020, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. (“BGS”) under which the Company is entitled to borrow up to an aggregate of $150,000 during the 2020 and 2021 calendar years (the “Drawdown Note”). The original drawdown amount was $50,000 but has been increased to $150,000 in 2021. Under the Drawdown Note, the Company must request a drawdown against the instrument not less than three days prior to the date on which it requires the proceeds stating the amount of the drawdown and the purposes to which the proceeds will be applied. BGS is entitled to approve or decline an advance of all or a portion of the drawdown request. The unpaid principal amount of the Drawdown Note bears interest at the rate of 2% per year. On October 17, 2022, BGS agreed to extend the maturity date of the Drawdown Note to December 31, 2024. On January 1, 2023, the Drawdown Note amount was increased from $150,000 to $400,000.

· During the year 2020, $38,800 of the drawdown was borrowed. · During the year 2021, $62,721 of the drawdown was borrowed. · During the year 2022, $24,775 of the drawdown was borrowed. · During the year 2023, $63,827 of the drawdown was borrowed. · During the 1st quarter of 2024, $13,100 of the drawdown was borrowed. · During the 2nd quarter of 2024, $11,600 of the drawdown was borrowed. · During the 3rd quarter of 2024, $8,300 of the drawdown was borrowed.

As of ~~June~~September 30, 2024, the Company has borrowed an aggregate of $~~214~~223,~~823~~123 from BGS under the Drawdown Note and the sum of $~~185~~176,~~177~~877 remains available for advances thereunder.

NOTE H—WRITE-OFF OF PAYABLES

During the 1^st quarter 2023, management asked legal counsel to render an opinion with respect to the collectability of an outstanding Payable carried on the books since July 2015. Reference: Laws governing the statute of limitations relating to contractual obligations in Nevada are set forth in Title 2, Civil Practice, Chapter 11, of the Nevada Revised Statutes (“NRS”), entitled “Limitations of Actions,” comprising NRS 11.190 through NRS 11.250.

With respect to contractual obligations, under Nevada law, a plaintiff must commence an action permitted at law within the specific time period allotted under Chapter 11 of the NRS. If the action is not brought within the allotted time period, the defendant may assert a defense that the of limitations. The statute of limitations is an affirmative defense in which the defendant introduces evidence, which, if found to be credible, will negate criminal or civil liability, even if it is proven that the defendant committed the alleged acts. The party raising the affirmative defense has the burden of proof on establishing that it applies. In a civil action in which a creditor demands payment on a written instrument evidencing a debt, the successful assertion of the statute of limitations defense will bar collection of the debt. In order to assert the statute of limitations as a defense, a defendant must specifically assert the defense in its answer. If a defendant fails to specifically plead the defense, it will be deemed to be waived. Since no action to enforce such liabilities was brought before December 31, 2022, it is our opinion that the Liability is time-barred from collection under the laws of Nevada and may be removed from the Company’s current balance sheet.

Given the foregoing, the following existing liabilities would be time barred by the statute of limitations:

Nature of Liability	Amount	Date Created	Written Instrument	Maturity Date		Date on which Statute of Limitations Expired
Accounts payable	$7,900	July 2015	Engagement Letter	None	July 2021

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

NOTE H—WRITE-OFF OF PAYABLES CONT’D

Given the foregoing, the following existing liabilities would be time barred by the statute of limitations:

Nature of Liability	Amount	Date Created	Written Instrument	Maturity Date		Date on which Statute of Limitations Expired
Accounts payable	$7,900	July 2015	Engagement Letter	None	July 2021

Therefore, the Company made the decision to write-off the Payable totaling $7,900. As of June 30, 2023, the write-off of the $7,900 resulted in a Gain on Extinguishment of Debt which was reported on the Statement of Operations for the year ended December 31, 2022 —per ASC Section 470-50-40. ASC Section 470-50-40 (Debt Modification and Extinguishments), considers the extinguishment of the debt to an unrelated party results in a Gain on Extinguishment of Debt which has been reported on the Statement of Operations.

NOTE I—MATERIAL EVENTS/SUBSEQUENT EVENTS

Since the close of the period covered by the financial statements of which these notes form a part, the following material transactions have occurred:

Subsequent Events

The Company evaluated for subsequent events from ~~June~~September 30, 2024 through ~~August~~November 1517, 2024 (the issuance date of the Company’s financial statements) and has determined that the only subsequent event that has occurred is the additional $82,~~300~~150 drawn from the BGS Drawdown Note.

Material Events

On October 17, 2022, BGS agreed to extend the maturity date of the Drawdown note to December 31, 2024. On January 1, 2023, BGS increased the Drawdown Note agreement from $150,000 to $400,000.

ITEM 2. MANAGEMENT'’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, or Report.

The information in this discussion and elsewhere in this Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “may,” “will,” “believe,” “anticipate,” “plan,” “expect,” “intend,” “could,” “estimate,” “continue” and similar expressions or variations identify forward-looking statements.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Report. Factors that might cause such a discrepancy include, but are not limited to:

· Our ability to obtain financing as and when needed on acceptable terms. · Our failure to develop or acquire and publish new Apps that achieve market acceptance or we do not continue to enhance our existing Apps. · Our inability to maintain a good relationship with the markets where our Apps are distributed. · Our ~~ability to develop our eSports business and generate revenue from sales, sponsorships, merchandise and advertiser supporter content; · Our~~ inability to keep pace with technological changes and market conditions in the Apps industry. · Our inability to compete against a wide range of companies that market Apps, many of which have significantly greater resources than we do.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

~~Overview~~AppSoft Technologies, Inc., a Nevada corporation organized on March 24, 2015 (“we,” “us,” or the “Company”), develops, publishes and markets mobile software applications for smartphones and tablet devices (“Apps”). Our Apps titles include games designed to appeal to a broad cross section of consumers. We offer all of our game titles in both a free advertisement-supported version and a paid version that does not display ads. We believe that the ad supported versions allow for wider dissemination of our titles to consumers who might not otherwise spend money for an App without first playing the game.

We ~~develop~~market, ~~publish~~sell and ~~market~~distribute ~~Apps for smartphones and tablet devices. We derive revenue from sales, or downloads, of~~ our ~~Apps~~games ~~and~~through ~~from advertisements published on our ad~~direct-~~supported~~to-consumer ~~game~~digital ~~titles. During the quarter ended June 30~~storefronts, ~~2024,~~which wecurrently ~~did~~comprises ~~not~~Apple’s ~~generate~~App ~~any~~Store ~~revenue. During 2023, we explored new game development ideas~~ and ~~other~~the ~~aspects~~Google ofPlay ~~video game reporting~~Store. ~~Over~~We ~~the~~currently ~~course~~or ~~of 2024, we~~ expect to ~~generate~~advertise ~~revenue~~our ~~from~~Apps through the ~~sale~~digital ofstorefronts, ~~software titles that we are developing for~~ our own ~~account~~website, ~~from~~social ~~titles~~media, ~~that~~such ~~were~~as ~~developed~~Facebook ~~by third-parties which we acquired~~ and ~~from titles that have been developed for our benefit. Operating margins are dependent in part upon our ability to release new~~LinkedIn, ~~commercially~~through ~~successful~~mobile ~~software~~ad ~~products~~networks and tosearch ~~manage~~engine ~~effectively~~optimization, ~~their~~or ~~development~~SEO, ~~costs~~tools. We ~~also~~derive ~~expect~~our ~~to generate~~ revenue primarily from ~~our~~sales, ~~eSports~~or ~~business~~downloads, asof weour ~~seek~~Apps toand ~~re-launch~~from ~~Esports~~advertisements ~~Reporter~~published ~~with~~on ~~more~~our ~~focus~~ad onsupported ~~video~~game ~~gameplay~~titles.

~~Our~~We ~~Apps~~are ~~titles~~seeking ~~include~~to ~~games~~develop ~~designed~~and toacquire ~~appeal~~new Apps to aexpand ~~broad~~our ~~cross~~existing ~~section~~product ~~of consumers~~offerings. We ~~offer~~rely ~~all~~on ofthird ~~our~~party ~~game~~designers, ~~titles~~developers inand ~~both~~programs ato ~~free~~develop ~~advertisement-supported~~new ~~version~~Apps. ~~and~~We aalso ~~paid~~solicit ~~version~~ideas ~~that~~for ~~does~~new ~~not~~titles ~~display~~from ~~ads~~unrelated parties. We ~~believe~~evaluate ~~that~~prospects ~~the~~based adon ~~supported~~a ~~versions~~variety ~~allow~~of ~~for~~factors. ~~wider~~If ~~dissemination~~we ofconclude ~~our~~that ~~titles~~a toparticular ~~consumers~~prospect ~~who~~is ~~might~~worth ~~not~~pursuing, ~~otherwise~~we ~~spend~~may ~~money~~fund ~~for~~the andevelopment ~~App~~of ~~without~~the ~~first~~App ~~playing~~through ~~the~~launch ~~game~~and beyond.

WeDuring ~~market~~the second quarter of 2021, ~~sell~~we ~~and~~launched ~~distribute~~an ~~our~~Esports/E-gaming ~~games~~platform ~~through~~which we refer to as ~~Apple’s~~Esportsreporter.com. ~~App~~Esportsreporter.com ~~Store,~~is a ~~direct-to-consumer~~leading ~~digital~~news ~~storefront~~channel for all things esports and gaming. WePublishing ~~currently~~the ~~expect~~most relevant breaking news for esports and gaming, including coverage of industry trends and guides on the business of esports and gaming for investors and aspiring esports and gaming professionals. Esportsreporter.com provides daily coverage of important news in the esports world while also diving deeper with coverage of events with live reporters as well as conducting face to ~~advertise~~face ~~our~~and ~~Apps~~virtual ~~through~~interviews with professional players in the ~~digital~~space. Esports ~~storefronts,~~is ~~our~~growing ~~own~~faster ~~website,~~than ~~social~~ever ~~media~~with millions of gamers, ~~such~~millions asof ~~Facebook~~viewers, and ~~LinkedIn~~millions of dollars in prizes. Accordingly, ~~through~~we ~~mobile~~believe adnow ~~networks~~is an ideal time to bring all esports and ~~search~~gaming ~~engine~~news ~~optimization,~~into orone ~~SEO,~~platform ~~tools~~to leverage the growth of this global audience and maximize user engagement through Esportreporter.com.

WeIn ~~expect~~addition to ~~develop~~becoming ~~and~~a ~~acquire~~leading ~~new~~source ~~Apps~~of toesports ~~expand~~news, ~~our~~Esportsreporter.com ~~existing~~has ~~product~~an ~~offerings~~editorial and digital content creation team that publishes fresh, asoriginal ~~our~~content ~~resources~~covering ~~permit.~~the latest trends from the esports and gaming industry. We ~~rely~~currently onstaff ~~third~~numerous ~~party~~qualified ~~designers~~journalist and editorial gamers, ~~developers~~as well as social media expert/ gamers, and ~~programs~~video toeditors, ~~develop~~graphic ~~new~~designers, ~~Apps.~~and Weproduction engineers – all also ~~solicit~~gamers. Our ~~ideas~~platform ~~for~~is ~~new~~quickly ~~titles~~becoming ~~from~~one ~~unrelated~~of ~~parties.~~the Wemost ~~evaluate~~exciting ~~prospects~~eSports ~~based~~news onsites, with a ~~variety~~heavy ofand ~~factors.~~popular Ifpresence wein ~~conclude~~the ~~that~~gaming aand ~~particular~~eSports ~~prospect~~communities isvia ~~worth~~content ~~pursuing~~both article and video, weand ~~may~~social ~~fund~~media, ~~the~~on ~~development~~its ofway ~~the~~toward ~~App~~becoming ~~through~~a ~~launch~~major broadcaster of eSports tournaments and ~~beyond~~gaming events, with its own large in-house family of avid content creators.

We ~~have~~also ~~been~~provide ~~growing~~fans ~~our~~with ~~Esports~~recording ~~efforts~~clips ~~from~~of atournaments ~~simple~~for ~~news~~montages, ~~site~~similar to ~~in-depth~~highlights ~~interviews~~of ~~with~~a ~~current~~major ~~and~~sports ~~former~~game. Recording ~~champions~~clips of professional streamers for montages, a very popular genre of content that YouTube and now weNetflix are ~~moving~~offering as their own channels, which we hope to emulate in the near future. Videos recording our own staff explaining latest game patches, eSport team news/drama, new game trailers, new game features. Turning personal streams into ~~video~~montages ~~gameplay~~for ~~content~~the site and channel.

We expect to have ~~been~~reporters ~~constrained~~attending inthe ~~our~~important ~~development~~upcoming ~~and~~events, ~~acquisition~~including ~~activities~~Play byNYC, aand ~~lack~~have ofinterviewed ~~cash.~~top ~~Our~~Game ~~ability~~Team toPlayers. ~~pursue~~As ~~and~~capital ~~achieve~~permits, ~~our~~we ~~objectives~~will iscontinue ~~predicated~~to ongrow ~~our~~and ~~receipt~~add ofmore ~~meaningful~~high ~~revenue~~caliber ~~from~~interviews ~~sales~~as ofwell ~~our~~as ~~existing~~emerging ~~Apps~~game coverage and ~~those~~reviews, weindie ~~may~~games ~~release~~still inundiscovered, ~~the~~peripherals ~~future~~ and ~~from~~gaming ~~our~~hardware ~~ability~~systems, tostreaming ~~raise~~video ~~capital~~gameplay, ~~from~~competitive, ~~outside~~walkthrough ~~sources~~as well as industry technical topics.

~~Growth~~We ~~Strategies~~will seek to build a following on digital media from which we expect to generate revenue from sales, sponsorships, or merchandise from our fanbase and ~~Outlook~~advertisers published on our ad supported content.

~~Our~~Growth ~~principal~~Strategies ~~growth strategy entails developing~~ and acquiring new Apps to supplement our existing Apps portfolio. Our primary focus will be to release new game titles. We seek to solicit new games and concepts that we may acquire from third parties. We also will seek to develop and publish free-to-play games. Free-to-play games are games that a player can download and play for free, but which allow players to access a variety of additional content and features for a fee, through “in-app purchases” utilizing virtual currency that may be purchased through digital storefronts, and to engage with various advertisements and offers that generate revenues for us. We may seek to acquire franchises around which we develop games, including movies, television programs, toys and other cultural phenomena that lend themselves to gamification.Outlook

~~During~~Over the ~~first~~next ~~quarter~~several ~~of 2022~~periods, we ~~launched~~expect ato ~~video~~focus ~~game~~our ~~incubator,~~efforts ~~Gamerfy.com,~~on ~~which~~the ~~will~~development ~~seek~~of toour ~~acquire~~Esports/E-gaming ~~and~~platforms. ~~commercialize~~eSports ~~the~~have ~~next~~become ~~generation~~popular ofworldwide, ~~game~~not ~~titles~~only with ~~particular~~participants ~~focus~~but onalso ~~community~~with ~~play,~~fans ~~the~~who ~~Metaverse~~watch them online and ~~NFT’s~~in public spaces, ~~each~~including ofarenas. ~~which~~According ~~would~~to ~~allow~~Fortune usBusiness toInsights, ~~sell~~the ~~into~~esports ~~rapidly~~industry is growing rapidly, with the global market ~~segments~~size projected to increase from $1.72 Webillion ~~expect~~in ~~Gamerfy~~2023 to be$9.29 ~~the~~billion ~~principal~~by ~~source~~2032. ofThe ~~new~~US ~~games~~is ~~for~~a usleader ~~for~~in esports, with the ~~foreseeable~~number ~~future.~~of Weactive ~~have~~players ~~identified~~in a2023 ~~heuristics~~the ~~for~~highest ~~investment~~in ~~decisions~~the ~~and~~world. ~~have~~The ~~identified~~US ~~key~~esports ~~professionals~~industry's ~~for~~revenue ~~employment~~increased ~~and~~more asthan ~~executive~~fourfold ~~members~~between of2018 ~~Gamerfy~~and 2022.

~~During~~We ~~the~~will ~~second~~continue ~~quarter~~to ofseek ~~2021,~~to wedevelop ~~launched~~and ~~Esportsreporter.com,~~acquire anew ~~news~~Apps ~~channel~~to ~~for~~supplement aour ~~broad~~existing ~~spectrum~~Apps ofportfolio. ~~esports~~Our ~~and~~primary ~~gaming~~focus will be to release new game titles. We are ~~currently~~seeking ~~building~~to develop a ~~following~~pipeline onof ~~digital~~independent ~~media~~game designers, developers and ~~expect~~programmers towho ~~monetize~~provide ~~the~~us ~~site~~with new ideas and ~~our~~titles ~~audience~~to ~~utilizing~~publish. anWe ~~array~~also ofare ~~proven~~soliciting ~~techniques,~~new ~~including~~games ~~generating~~and ~~revenue~~concepts that we may acquire from ~~sales,~~third ~~sponsorships,~~parties. ~~merchandise,~~We will seek to develop and ~~advertiser~~publish ~~supported~~free-to-play ~~content~~games. WeFree-to-play ~~expect~~games toare ~~direct~~games that a ~~significant~~player ~~percentage~~can ofdownload ~~our~~and ~~capital~~play ~~resources~~for onfree, ~~Esportsreporter.com~~but ~~during~~which ~~2023.~~allow Weplayers ~~continue~~ to ~~invest~~access ina ~~Esportreporter.com~~variety of additional content and features for a fee, ~~mainly~~through “in-app ~~video~~purchases” ~~gameplay~~utilizing ~~and~~virtual ~~expect~~currency they may be purchased through digital storefronts, and to ~~continue~~engage with various advertisements and offers that generate revenues for us. We may seek to ~~direct~~acquire ~~capital~~franchises around which we develop games, including movies, television programs, toys and ~~employment~~other ~~resources~~cultural ~~into~~phenomena ~~2024~~that lend themselves to gamification.

Our ~~revenues will depend significantly on growth in the mobile games market and our~~ ability to ~~develop~~pursue ~~or acquire~~ and ~~publish~~achieve ~~Apps that are well-received by consumers. In addition, because~~ our ~~products~~objectives ~~are purchased with disposable income, our success~~ is ~~dependent~~predicated on ~~the~~our ~~overall~~receipt ~~strength~~ of ~~the~~meaningful ~~economy~~revenue infrom ~~the~~sales ~~United~~of ~~States. We expect to invest resources in research and development, analytics and marketing to introduce new Apps and continue to update~~ our existing Apps, and tothose ~~the extent that Apps into which~~ we ~~have~~may ~~invested~~release ~~significant capital are not successful, our business and financial condition could be harmed. We operate~~ in anthe ~~environment~~future ~~that is extremely competitive for users against a continually increasing number of developers, many of which are significantly larger than us~~ and ~~have~~from ~~other~~our ~~competitive~~ability ~~advantages. We expect~~ to ~~allocate~~raise ~~a material portion of our operating revenue and~~ capital ~~that~~from weoutside ~~receive to sales and marketing initiatives in connection with the launch and promotion of our games in an effort to drive sales~~sources.

Our ability to achieve and sustain profitability will depend not only on our ability to generate meaningful our revenues, but also on our ability to manage our operating expenses. Currently, we have one full-time employee, who receives compensation when and as determined by the Board. For the foreseeable further, we expect to utilize the services of independent contractors and consultants, who we believe are readily available for our purposes, in order to manage our personnel costs. We also will continue to maintain a virtual office as long as our operations permit us to do so to contain our office space overhead.14

14Our revenues from this segment will depend significantly on growth in the mobile games market and our ability to develop or acquire and publish Apps that are well received by consumers. In addition, because our products are purchased with disposable income, our success is dependent on the overall strength of the economy in the United States. We expect to invest resources in research and development, analytics and marketing to introduce new Apps and continue to update our existing Apps, and to the extent that Apps into which we have invested significant capital are not successful, our business and financial condition could be harmed. We operate in an environment that is extremely competitive for users against a continually increasing number of developers, many of which are significantly larger than us and have other competitive advantages. We expect to allocate a material portion of our operating revenue and capital that we receive to sales and marketing initiatives in connection with the launch and promotion of our games in an effort to drive sales.

WeOur ~~require~~revenues ~~significant~~further ~~additional~~depend ~~capital~~on tomaintaining ~~fund the development of Apps in process that we have developed internally or acquired from third parties during the last year. We also require capital to fund marketing initiatives for~~ our ~~existing~~continued ~~products~~good ~~and~~relationship ~~the~~with ~~launch and marketing of Apps in development. We cannot be sure that~~ the ~~additional~~digital ~~capital~~storefront ~~we require will be available on acceptable terms or at all. If adequate funds are not available on acceptable terms or at all~~operators, weprimarily ~~may~~Apple ~~be unable to develop or enhance our services~~ and ~~products~~Google, ~~take~~each ~~advantage~~ of ~~future~~which ~~opportunities,~~could ~~repay~~unilaterally ~~debt~~alter ~~obligations~~their asterms ~~they become due, or respond to competitive pressures, any~~ of ~~which~~service ~~would~~in ~~have~~ways athat ~~material~~could ~~adverse~~harm ~~effect on~~ our business~~, prospects, financial condition, and results of operations~~.

~~Results~~Our ofability ~~Operations~~to ~~for~~achieve and sustain profitability will depend not only on our ability to grow our revenues, but also on our ability to manage our operating expenses. Currently, we have one full-time employee, who receives compensation when and as determined by the ~~Three~~board ~~Months~~of ~~Ended~~directors. ~~June~~For 30the foreseeable further, ~~2024~~we ~~Compared~~expect to utilize the ~~Three~~services ~~Months~~of ~~Ended~~independent ~~June~~contractors 30and consultants, ~~2023~~who ~~(unaudited)~~we believe are readily available for our purposes, in order to manage our personnel costs. We also will continue to maintain a virtual office as long as our operations permit to contain our office space overhead.

~~The~~Over ~~following~~the ~~table~~last ~~presents~~several quarters, our ~~results~~growth has been constrained by our lack of ~~operations~~capital. We require additional capital to fund the development of Apps in process that we have developed internally or acquired from third parties. We also require capital to fund marketing initiatives for our existing products and to launch and market Apps in development. We cannot be sure that the ~~three~~additional ~~months~~capital ~~ended~~we ~~June~~require 30will be available on acceptable terms or at all. If adequate funds are not available on acceptable terms or at all, ~~2024~~we may be unable to develop or enhance our services and ~~2023:~~products, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.

	Three Months Ended June 30,
	2024			2023
Revenue	$			$	-
Expenses
Selling, General and Administrative		2,362			4,379
Interest Expense		2,067			1,863
Outside Services		260			890
Professional Fees		9,050			15,400
Total Expenses		13,739			22,532
Net loss from operations	$	(13,739	)	$	(22,532	)

During the year ended December 31, 2018, we recognized an impairment of our phone apps and esports gaming platform and wrote off all of their carrying, or book, value from our financial statements resulting in a loss in the aggregate amount of $45,500. We wrote off these assets because, as of December 31, 2018, we determined that their carrying value exceeded their fair value (the amount at which the assets could be sold in a negotiated transaction between two willing parties) and was not recoverable, meaning that we were uncertain that the future cash flow we might generate from these assets would be equal to the book value that we ascribed to these assets in our financial statements. Despite writing off these assets, upon the receipt of sufficient capital, of which there is no assurance, we intend to continue their development with the expectation that we will make them available for purchase by way of the consumer digital storefronts through which we offer our products.

~~Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023 (unaudited).~~ 15

~~The~~Results ~~following table presents our results~~ of ~~operations~~Operations for the ~~six~~Three ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2024 ~~and~~Compared to the Three Months Ended September 30, 2023: (unaudited)

	Six Months EndedJune 30,
	2024			2023
Revenue	$	-		$	-
Expenses
Selling, General and Administrative		4,619			5,787
Interest Expense		4,051			3,573
Outside Services		260			1,865
Professional Fees		19,800			38,380
Total Expenses		28,730			49,605
Net loss from operations	$	(28,730	))	$	(49,605	)

The following table presents our results of operations for the three months ended September 30, 2024 and 2023:

Liquidity and Capital Resources

	Three Months Ended September 30,
	2024			2023
Revenue	$	-		$	-

Expenses
Selling, General and Administrative		3,038			827
Interest Expense		2,114			1,918
Outside Services		340			855
Professional Fees		5,550			675
Total Expenses		11,042			4,275
Net Loss	$	(10,457	)		(4,275	)

~~Our~~Business primary requirements for liquidity and capital are to fund the development and acquisition of new Apps, to develop and promote our Esports platform, for sales and marketing initiatives in connection with the launch and promotion of our games and platforms, and for working capital to fund our general corporate needs, including filing reports under the federal securities laws.Activity

15During the quarter ended September 30, 2024, our efforts focused on identifying sources of meaningful capital and we experienced only inconsequential business activity.

~~Since~~Results ~~our~~of ~~customers~~Operations ~~pay~~ for ~~their~~the ~~purchases~~Nine byMonths ~~credit~~Ended orSeptember ~~debit~~30, ~~card~~2024 atCompared to the ~~time~~Nine ofMonths ~~sale,~~Ended ~~neither~~September ~~inventories~~30, ~~nor~~2023 ~~receivables are relevant to our business.~~(unaudited)

~~Since~~Net ~~our inception, we have financed our operations through the sale of equity securities, from third party loans and from internally generated revenue from operations.~~Loss

AsDuring ofthe ~~June~~three months ended September 30, 2024, we had a ~~working~~net ~~capital~~loss ~~deficit~~from operations of $3110,~~856~~457, as compared to a ~~working~~net ~~capital~~loss ~~deficit~~ of $274,~~831~~275 atfor ~~December~~the ~~31,~~comparable 2023 period.

~~During~~The ~~the~~following ~~three~~table ~~months~~presents ~~ended~~our ~~June,~~results ~~2024, we borrowed an aggregate~~ of ~~$24,700~~operations ~~under~~for ~~a drawdown promissory note that entitles us to borrow up to $400,000, which bears interest at~~ the ~~rate~~nine ~~of 2% per year borrowings and which matures on December 31, 2027. During the six~~ months ended ~~June,~~September ~~2024, we borrowed an aggregate of $48,827 under the drawdown note As of June~~ 30, 2024, wecompared ~~had~~to ~~borrowed an aggregate of $214,823 under~~ the ~~drawdown~~nine ~~and~~months ~~the~~ended ~~sum~~September ~~of $185~~30,~~177~~ ~~remains available for advances.~~2023:

We do not have any cash on hand and we have not generated cash flow from operations sufficient to support our operations. As described above, we have been borrowing cash to fund our operations. We require significant cash to effectuate all of our desired game development and Esports platform strategies. We will continue to rely on borrowings from third party loans. However, our future operations are dependent on our ability to secure significant additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities or through other financing mechanisms. However, we cannot assure investors that we will be able to secure such financing on terms favorable to us, if at all. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may continue to restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

	Nine Months Ended September 30,
	2024			2023
Revenue	$	-		$	-

Expenses
Selling, General and Administrative		7,657			6,614
Interest Expense		6,165			5,491
Outside Services		600			2,720
Professional Fees		25,350			39,055
Total Expenses		39,772			53,880
Net Loss	$	(39,772	)	$	(53,880	)

~~Cash Flows:~~Revenues

~~The~~During ~~following~~the ~~table~~nine ~~presents~~months ~~summary~~ended ~~cash~~September ~~flow~~30, ~~information:~~2024 and 2023, we did not record any revenue.

	For the six months endedJune 30, 2024			For the six months endedJune 30, 2023
Net cash used in operating activities	$	(24,673	)	$	(48,818	)
Net cash used in investing activities
Net cash provided by financing activities		24,673			44,827
Net increase (decrease) in cash	$	27		$	9

Net Loss

~~Contractual~~During ~~Commitments~~the asnine ofmonths ~~June~~ended September 30, 2024, we had a net loss from operations of $39,772, as compared to a net loss of $53,880 for the comparable 2023 period.

As of June 30, 2024, the Company had no contractual obligations (as such term is defined in Item 303 of Regulation S-K promulgated under the Securities Act), other than the loans from Empire State Financial Inc., Bryan Glass Securities, Inc. and their related parties as described above under the heading “—Liquidity and Capital Resources.”

16Liquidity is the ability of a company to generate adequate amounts of cash to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, the availability of credit facilities, levels of accounts receivable and accounts payable and capital expenditures.

~~Going~~As ~~Concern~~of September 30, 2024, we had a working capital deficit of $34,013, compared to a working capital deficit of $27,831 at December 31, 2023.

~~The~~Since ~~notes to~~ our ~~financial statements for the quarter ended June 30~~inception, ~~2024~~we ~~and~~have ~~the~~financed ~~report of~~ our ~~independent~~operations ~~registered~~through ~~public accounting firm on our financial statements for~~ the ~~year~~sale ended December 31, 2023 include an explanatory paragraph with respect to our ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has a deficit accumulated of ~~$946,137~~equity ~~and cash used in operations of $48~~securities,~~818~~ atfrom ~~June~~third ~~30,~~party ~~2024.~~loans ~~The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations~~ and~~/or~~ tofrom ~~obtain~~internally ~~the~~generated ~~necessary~~revenue ~~financing to meet its obligations and pay its liabilities arising~~ from ~~normal business~~ operations ~~when they come due~~. ~~The accompanying financial statements do not include any adjustments that might arise because of this uncertainty~~

The presence of the going concern explanatory paragraph suggests that we may not have sufficient liquidity, or minimum cash levels, to operate our business. Since our inception, we have incurred losses and anticipate that we will continue to incur losses until such time as our Apps generate sufficient revenue to offset our research and development, general and administrative and sales and marketing expenses. We will need to raise additional capital to fund our near-term operational plans described elsewhere in this report. We cannot assure you that we will be successful in our operational plans. We cannot be sure that the additional capital we require will be available on acceptable terms or at all. If adequate funds are not available on acceptable terms or at all, we may be unable to develop or enhance our services and products, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.16

~~Off-Balance~~Over ~~Sheet~~the last several years, we have been borrowing cash from Bryan Glass Securities, Inc. (“BGS”) and ~~Other~~its ~~Arrangements~~affiliates to fund our operations. Since 2016, we have borrowed and aggregate of $425,543 from Bryan Glass Securities and its affiliates. Since 2019, the borrowings have been under a drawdown note that allows us to borrow up to $400,000, of which we had borrowed $223,123 through September 30, 2024, leaving $176,877 remaining to be borrowed as we require to fund our operations. All of the promissory notes evidencing our borrowings bear interest at the rate of 2% per year. The drawdown note matures on December 31, 2024 the other outstanding debt, $202,420 in the aggregate, is payable on demand.

WeOur doprimary ~~not~~requirements ~~engage~~for liquidity and capital are to fund the development and acquisition of new Apps and for sales and marketing initiatives in ~~any~~connection ~~activities~~with ~~involving~~the ~~variable~~launch ~~interest~~and ~~entities~~promotion orof ~~off~~our games, as well as for working capital to fund our general corporate needs, including filing reports under the federal securities laws. We work with independent game designers, developers and programmers who provide us with new ideas and titles to publish. We also are soliciting new games and concepts that we may acquire from third parties. When we receive an idea for a new App, we research the commercial viability of the concept, undertaking an analysis of the cost to develop the App against its potential economic return. If we determine that the App is commercially viable, we may fund the cost of development, publication and marketing. Upon completion of development, we will own the App title. Developing and publishing free-~~balance~~to-play ~~sheet~~games ~~arrangements~~will require considerable capital to develop, maintain and update, particularly games we may seek to develop around popular movie, television, toy other cultural phenomena that lend themselves to gamification.

~~Inflation~~Since our customers pay for their purchases by credit or debit card at the time of sale, neither inventories nor receivables are relevant to our business.

WeOur docash ~~not~~on ~~believe~~hand ~~that~~and ~~inflation~~cash ~~has~~flow ~~had~~from aoperations ~~material~~are ~~effect~~not onsufficient to fund our ~~business,~~existing ~~financial~~operations ~~condition~~or support our desired development and acquisition strategy or ~~results~~required ofin ~~operations~~connection with launching, marketing and promoting our games. IfOver the last twelve months, we have been using the proceeds from loans to fund our ~~costs~~operations. ~~were~~We are seeking to ~~become~~identify ~~subject~~meaningful sources of capital to ~~significant~~fund ~~inflationary~~the ~~pressures~~entire range of our operations and development activities, though we ~~might~~cannot ~~not~~provide beany assurance that we will identify any such sources of capital. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities or through other financing mechanisms. Even if we are able to ~~fully~~raise ~~offset~~the ~~these~~funds ~~higher~~required, it is possible that we could incur unexpected costs ~~through~~and ~~price~~expenses ~~increases~~or experience unexpected cash requirements that would force us to seek alternative financing. ~~Our~~Furthermore, ~~inability~~if we issue additional equity or ~~failure~~debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to dothose soof ~~could~~existing ~~harm~~holders of our ~~business~~common stock. The inability to obtain additional capital will continue to constrain our operations, ~~operating~~including ~~results~~App development and ~~financial~~marketing, ~~condition~~and restrict our ability to grow. If we are unable to obtain additional financing, we may possibly have to cease our operations.

~~Critical~~Cash ~~Accounting Policies and Use of Estimates~~ Flows:

The ~~discussion~~following ~~and~~table ~~analysis~~presents ofsummary ~~financial~~cash ~~condition~~flow ~~and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States~~information. The preparation of these condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, our management evaluates its estimates based upon historical experience and various other assumptions that it believes to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes that its significant accounting policies affect its more significant estimates and judgments used in the preparation of its consolidated financial statements. Our significant accounting policies are described in Note C to our audited financial statements included in our annual report on Form 10-K for the period ended December 31, 2023. We do not believe that there has been any significant change in the Company’s critical accounting policies since December 31, 2023.

	For the nine months ended September 30, 2024			For the nine months ended September 30, 2023
Net cash used in operating activities	$	(33,003	)	$	(57,827	)
Net cash provided by financing activities		33,000			57,827
Net increase / (decrease) in cash	$	(3	)	$	10

~~Recent~~Contractual ~~Accounting~~Commitments ~~Pronouncements~~as of September 30, 2024

~~Emerging~~As ~~Growth~~of ~~Company~~September ~~Critical~~30, ~~Accounting~~2024, ~~Policy Disclosure: We qualify as an “emerging growth company” under~~ the ~~2012~~Company ~~JOBS~~had ~~Act.~~no ~~Section~~contractual ~~107~~obligations, ofas ~~the~~such ~~JOBS~~term ~~Act~~is ~~provides~~defined ~~that~~in anItem ~~emerging~~303 ~~growth company can take advantage~~ of ~~the~~Regulation ~~extended~~S-K ~~transition~~promulgated ~~period~~under ~~provided in Section 7(a)(2)(B) of~~ the Securities Act ~~for~~of ~~complying with new or revised accounting standards. As an emerging growth company~~1933, weas ~~can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~amended. ~~We have elected to take advantage of the benefits of this extended transition period.~~

~~See Note C to the financial statements furnished with this report for a discussion of recent accounting pronouncements that had a material effect on the financial statements presented herein.~~17

17Going Concern

The notes to our financial statements for the quarter ended September 30, 2024 and the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2023 include an explanatory paragraph with respect to our ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $994,056 at September 30, 2024. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty

Off-Balance Sheet and Other Arrangements

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we might not be able to fully offset these higher costs through price increases. Our inability or failure to do so could harm our business, operating results and financial condition.

Critical Accounting Policies and Use of Estimates

The discussion and analysis of financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, our management evaluates its estimates based upon historical experience and various other assumptions that it believes to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Recent Accounting Pronouncements

Emerging Growth Company Critical Accounting Policy Disclosure: We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

See Note C to the financial statements furnished with this report for a discussion of recent accounting pronouncements that had a material effect on the financial statements presented herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission'’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer'’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended ~~June~~September 30, 2024. Based upon that evaluation, the Company’s PEO concluded that the Company'’s disclosure controls and procedures were not effective as of ~~June~~September 30, 2024 due to the Company’s limited internal resources and lack of ~~financial~~ability ~~resources resulting in an inability~~ to ~~provide~~have ~~for~~ multiple levels of transaction review.

Management is in the process of determining how best to address this condition and implement a more effective system to ensure that information required to be disclosed in this quarterly report on Form 10-Q has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem, and intends to developed procedures to address them to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended ~~June~~September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

1819

PART II--—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~Since the date on which the Company filed its last quarterly report on Form 10-Q and through the date of this report, the Company did not sell any securities.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4-. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. - OTHER INFORMATION

None.

1920

ITEM 6. - EXHIBITS.

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2024.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2024.
32.1*		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 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension ~~Label~~Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

In accordance with Item 601 of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	APPSOFT TECHNOLOGIES, INC.
Date: August 16, 2024	By:	/s/ Brian Kupchik
Date: November 19, 2024	By:	/s/ Brian Kupchik
	Name:	Brian Kupchik
	Title:	President, Principal Executive Officerand Principal Financial Officer

2122

Filing Compare · Appsoft Technologies, Inc.