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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: September 30, 2025

☐	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 reg’strant's principal executive offices

(516) 224-7717

Issuer’s telephone ______

(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

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. ☒ 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. See the definitions 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 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 November 19, 2025, there were 4,495,198 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AppSoft Technologies, Inc.

Balance Sheets

	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)
CURRENT ASSETS
Cash	$	8		$	101
TOTAL CURRENT ASSETS		8			101

TOTAL ASSETS	$	8		$	101

LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accruals		-			298
Accrued Interest - Related Party		43,120			35,895
TOTAL CURRENT LIABILITIES		43,120			36,193

Note Payable - Related Party		510,343			442,543
TOTAL LIABILITIES		553,463			478,736

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 September 30, 2025 and December 31, 2024, respectively)	$	193		$	193
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,495,198 and 4,495,198 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)		449			449
Additional Paid in Capital		536,443			536,443
Accumulated Deficit		(1,090,540	)		(1,015,720	)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT)		(553,455	)		(478,635	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	8		$	101

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

AppSoft Technologies, Inc.

Statements of Operations

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 (Unaudited)

2024 (Unaudited)

2025 (Unaudited)

2024 (Unaudited)

Sales

585

Total Revenue

585

EXPENSES:

Selling, General and Administrative

4,468

3,038

11,442

7,657

Interest Expense

2,524

2,114

7,225

6,165

Outside Services

6,903

340

24,813

600

Professional Fees

4,935

5,550

31,340

25,350

Total Expense

18,830

11,042

74,820

39,772

Loss from operations

(18,830

)

(10,457

)

(74,820

)

(39,187

)

Other Income/(Loss)

Interest Income

Provision for Income Taxes

NET LOSS

(18,830

)

(10,457

)

(74,820

)

(39,187

)

Weighted average common shares outstanding, basic and fully diluted

4,495,198

4,498,198

Basic and fully diluted net loss per common share:

(0.00

)

(0.00

)

(0.02

)

(0.01

)

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

AppSoft Technologies, Inc.

Statements of Cash Flows

	For the Nine Months Ended September 30,
	2025 (Unaudited)			2024 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(74,820	)	$	(39,187	)

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		(298	)		13
Increase (decrease) in Accrued Interest Expense		7,225			6,171
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(67,893	)		(33,003	)
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:
Note Payable - borrowings		67,800			33,000
Owner Contributions		-			-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		67,800			33,000

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		(93	)		(3	)

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		101			8

END OF THE PERIOD	$	8		$	5

*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 Nine Months Ended

September 30, 2025 (Unaudited)

Additional

Common Stock

Preferred Stock

Paid-in

Accumulated

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balances, January 1, 2025

4,495,198

449

1,936,000

193

536,443

(1,015,720

)

(478,635

)

Net Loss

(25,594

)

(25,594

)

Balances, March 31, 2025

4,495,198

449

1,936,000

193

536,443

(1,041,314

)

(504,229

)

Net Loss

(30,396

)

(30,396

)

Balances, June 30, 2025

4,495,198

449

1,936,000

193

536,443

(1,071,710

)

(534,625

)

Net Loss

(18,830

)

(18,830

)

Balances, September 30, 2025

4,495,198

449

1,936,000

193

536,443

(1,090,540

)

(553,455

)

AppSoft Technologies, Inc.

Statement of Stockholders' Equity

For the Nine Months Ended

September 30, 2024 (Unaudited)

Additional

Common Stock

Preferred Stock

Paid-in

Accumulated

Total

Shares

Amount

Shares

Amount

Capital

Deficit

Equity

Balances, January 1, 2024

4,495,198

449

1,936,000

193

533,858

(954,874

)

(420,374

)

Net Loss

(14,986

)

(14,986

)

Balances, March 31, 2024

4,495,198

449

1,936,000

193

533,858

(969,860

)

(435,360

)

Net Loss

(13,739

)

(13,739

)

Balances, June 30, 2024

4,495,198

449

1,936,000

193

533,858

(983,599

)

(449,099

)

Net Loss

(10,457

)

(10,457

)

Balances, September 30, 2024

4,495,198

449

1,936,000

193

533,858

(994,056

)

(459,556

)

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

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

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.

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 $1,090,540 and cash used in operations of $67,893 at the period ended September 30, 2025.

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.

The results for the nine months ended September 30, 2025 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, 2025, filed with the Securities and Exchange Commission.

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 September 30, 2025 and for the related periods presented.

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 retro30spective or modified retrospective transition method.

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

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.

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 September 30, 2025.

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 September 30, 2025 and 2024, 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 September 30, 2025 and 2024.

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:

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, 2025 and 2024.

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 September 30, 2025, 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 September 30, 2025 and 2024.

Recently Issued Accounting Pronouncements

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 currently evaluating the impact that the updated standard will have on its financial statement disclosures.

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations, as well as disclosures about selling expenses. ASU 2024-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, on a prospective basis, with the option for retrospective application. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact that the standard will have on its condensed financial statements

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 September 30, 2025 and 2024.

NOTE E-CAPITAL STOCK

The Company is authorized to issue 1,000,000,000 Common Shares at $.0001 par value per share.

Total issued and outstanding shares of common stock is 4,495,198 and 4,495,198 as of September 30, 2025 and September 30, 2024, respectively.

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of September 30, 2025 and September 30, 2024, respectively.

NOTE E-CAPITAL STOCK – CONT’D

The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $.0001 par value per share.

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 period ended September 30, 2025 and no capital contributions during the period ended September 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 September 30, 2025 is approximately $1,091,000 and as of September 30, 2024 is $994,000 approximately. The total deferred tax assets are approximately $229,000 and $209,000 for the periods ended September 30, 2025 and 2024, 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—RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

The total amount of the Related Party Notes Payable is $510,343 and bears interest at 2% per year. Interest expense for the periods ended September 30, 2025 and 2024 were $7,225 and $6,165, respectively. Total accrued interest as of September 30, 2025 is $43,120.

Details of the Related Party 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.

NOTE G—RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT—CONT’D

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.

BGS Drawdown Promissory Note (Related Party)

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 year 2024, $50,000 of the drawdown was borrowed.

	·	During the 1^st quarter 2025, $23,600 of the drawdown was borrowed.

	·	During the 2nd quarter 2025, $29,700 of the drawdown was borrowed.

	·	During the 3^rd quarter 2025, $14,500 of the drawdown was borrowed.

As of September 30, 2025, the Company has borrowed an aggregate of $307,923 from BGS under the Drawdown Note and the sum of $92,077 remains available for advances thereunder.

NOTE H—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 September 30, 2025 through November 13, 2025 (the issuance date of the Company’s financial statements) and has determined that there are not events subsequent to the close of the period that require disclosure in these financial statements.

Material Events

On November 12, 2025, BGS agreed to extend the maturity date of the Drawdown note to December 31, 2027.

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 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. (“we,” “us,” or the “Company”) was incorporated in Nevada on March 24, 2015. Historically, we have developed, published and marketed mobile software applications for smartphones and tablet devices (“Apps”). During the last three years, we introduced (i) Esportsreporter, an e-gaming platform and a digital publication and online news channel covering esports and professional gaming and (ii) gamerfy.com, through which we seek to identify, develop and commercialize new games conceived by third-party developers.

We have been constrained by our lack of financial and personnel resources from promoting our existing Apps, or publishing Esportsreporter and have paused these operations until such time as we possess the means to move these businesses forward. Currently, we are focused on our Gamerfy operations which allow us to exploit our knowledge and experience in the Apps gaming industry.

Gamerfy provides a platform for us to identify independent game designers, developers and programmers and to monetize their Apps and ideas. We believe generally that to the extent we can complete more development work on an App in house, the greater percentage of net revenue we can realize from that App. To the extent that we do not have the capital to monetize Apps titles that we discover, we believe that our industry experience provides us with several entry points to bring new Apps titles to a myriad of sources that have the means to commercialize and market new titles that we identify from which we expect to receive a percentage of the net sales revenue generated from that title.

Our ability to pursue and achieve our objectives is predicated on our receipt of meaningful revenue from sales of Apps that we identify and from our ability to raise capital from outside sources. We require additional capital to fund the development and commercialization of Apps that we identify. 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 commercialize products, take advantage of future opportunities or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.

Our ability to achieve and sustain profitability will depend not only on our ability to generate meaningful 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 future, 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 control our office space overhead.

We require significant additional capital to 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 products and the launch and marketing of Apps in development. 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.

Results of Operations for the Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024 (unaudited)

During the three months ended September 30, 2025 and 2024, we conducted limited operations. At September 30, 2025, we had nominal assets and had liabilities of $553,463, compared to the year ended December 31, 2024 at which date we had nominal assets and liabilities of 478,736. During the three months ended September 30, 2025, we incurred expenses of $18,830, consisting of selling, general and administrative expenses, interest expense, outside services expenses and professional fees incurred in connection with the preparation of reports we file with the SEC.

	Three Months Ended September 30,
	2025			2024
Revenue	$			$	-

Expenses
Selling, General and Administrative		4,468			3,038
Interest Expense		2,524			2,114
Outside Services		6,903			340
Professional Fees		4,935			5,550
Total Expenses		18,830			11,042
Net Loss	$	(18,830	)		(10,457	)

Business Activity

During the quarter ended September 30, 2025, our efforts focused on identifying sources of meaningful capital and we experienced only inconsequential business activity.

Revenues

During the three months ended September 30, 2025 and 2024, we did not record any revenue.

Net Loss

During the three months ended September 30, 2025, we had a net loss from operations of $18,830, as compared to a net loss of $10,457 for the comparable 2024 period.

Results of Operations for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 (unaudited)

The following table presents our results of operations for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024:

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

Expenses
Selling, General and Administrative		11,442			7,657
Interest Expense		7,225			6,165
Outside Services		24,813			600
Professional Fees		31,340			25,350
Total Expenses		74,820			39,772
Net Loss	$	(74,820	)	$	(39,772	)

Revenues

During the nine months ended September 30, 2025 and 2024, we did not record any revenue.

Net Loss

During the nine months ended September 30, 2025, we had a net loss from operations of $74,820, as compared to a net loss of $39,772 for the comparable 2024 period.

Liquidity and Capital Resources

Liquidity 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.

As of September 30, 2025, we had a working capital deficit of $43,112, compared to a working capital deficit of $36,092 at December 31, 2024.

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

Over the last several years, we have been borrowing cash from Bryan Glass Securities, Inc. (“BGS”) and its 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 $307,923 through September 30, 2025, leaving $92,077 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 matured on December 31, 2024, which maturity date was extended to December 31, 2027, as discussed in Note H to the financial statements accompanying this report. Other outstanding debt in the amount of $202,420, comprising $160,314 of principal and $42,096 of interest, bears interest at the rate of 2% pr year.

Our primary requirements for liquidity and capital are to fund the development and acquisition of new Apps and for sales and marketing initiatives in connection with the launch and promotion of 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-to-play games 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.

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.

Our cash on hand and cash flow from operations are not sufficient to fund our existing operations or support our desired development and acquisition strategy or required in connection with launching, marketing and promoting our games. Over the last twelve months, we have been using the proceeds from loans to fund our operations. We are seeking to identify meaningful sources of capital to fund the entire range of our operations and development activities, though we cannot provide any 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 raise the funds required, it is possible that we could incur unexpected costs and expenses 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 will continue to constrain our operations, including App development and marketing, and restrict our ability to grow. If we are unable to obtain additional financing, we may possibly have to cease our operations.

Cash Flows:

The following table presents summary cash flow information.

	For the nine months ended September 30, 2025			For the nine months ended September 30, 2024
Net cash used in operating activities	$	(67,893	)	$	(33,003	)
Net cash provided by financing activities		67,800			33,000
Net increase / (decrease) in cash	$	(93	)	$	3

Contractual Commitments as of September 30, 2025

As of September 30, 2025, the Company had no contractual obligations, as such term is defined in Item 303 of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Going Concern

The notes to our financial statements for the quarter ended September 30, 2025 and the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2024 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 $1,091,540 at September 30, 2025. 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

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.

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.

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, 2024. We do not believe that there has been any significant change in the Company’s critical accounting policies since December 31, 2024.

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 September 30, 2025. Based upon that evaluation, the Company’s PEO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025 due to the Company’s limited internal resources and lack of ability to have 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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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

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

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 September 30, 2025.
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 September 30, 2025.
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 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.

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: November 19, 2025	By:	/s/ Brian Kupchik
	Name:	Brian Kupchik
	Title:	President, Principal Executive Officer and Principal Financial Officer

Appsoft Technologies, Inc. 10-Q