UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended: December 31, 20202023

For the transition period from ________ to ________

Commission file number: 000-52901

Registrant’s telephone number, including area code: (516) 224-7717

Securities registered under Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Exchange Act:

Nonecommon stock, par value $0.001 per share

(Title of Class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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 17(a)(2)(B) of the Securities Act. ☐ 

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

The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 20202023 was approximately $52,628.$876,436.

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

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

At May 27, 2021,April 10, 2024, there were 4,105,1034,504,103 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains certain forward-looking statementsThroughout this Annual Report, we make “forward-looking statements” within the meaning of Section 27A of the U.S. Private Securities Litigation Reform Act of 19331995. Forward-looking statements describe future expectations, plans, results or strategies and Section 21E of the Securities Exchange Act of 1934, which are intended tocan often be coveredidentified by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future resultsuse of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use wordsterminology such as “anticipate,“may,” “believe,“will,” “estimate,” “expect,” “intend,” “plan,” “probably,“continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar expressions, weterminology. The forward-looking statements contained in this Annual Report are makinggenerally located in the material set forth under the headings “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements.

Numerousstatements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties may impact the matters addressed by and other factors, including, among other things:

Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements any of which could negatively and materially affectis included from time to time in our future financial results and performance.

Although we believe thatfilings with the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur.  Our forward-lookingSEC. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update or review any forward-looking statement,statements whether as a result of new information, future events or other developments, unlessotherwise.

This Annual Report may contain references to industry market data and certain industry forecasts. Industry market data and industry forecasts are obtained from publicly available information and industry publications. Industry publications generally state that the securities laws requireinformation contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe industry information to be accurate, it is not independently verified by us and we do not make any representation as to do so.the accuracy of that information. In general, we believe there is less publicly available information concerning international social gaming industries than the same industries in the U.S. Some data is also based on our good faith estimates, which are derived from our review of internal surveys or data, as well as the independent sources referenced above. Assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors which could cause future performance to differ materially from our assumptions and estimates.

PART I

ITEM 1. BUSINESS

General

AppSoft Technologies, Inc. (“we,” “us,”“us” or the “Company”) develops, publishes and markets mobile software applications for smartphones and tablet devices (“Apps”).  and owns and operates Esportsreporter.com, a news channel for esports enthusiasts. Esports, short for “electronic sports,” is a general label that comprises competitive electronic games that gamers play against each other.

We have discontinued publishing Apps for the last year for lack of the financial resources required to promote our products. When we recommence publishing Apps, we expect to generate revenue from sales, or downloads of our paid Apps and from advertisements published on our ad supported game titles. We currently own a portfolio comprising over 400200 Apps titles including games designed to appeal to a broad cross sectionspectrum of consumersconsumers. Consumers download our Apps through the Apple App Store, a direct-to-consumer digital storefront. During the first quarter of 2022, we launched a video game incubator, Gamerfy.com, through which we intend to identify, develop and legal-related Apps that provide compilations of federal and state laws and regulations across a variety of legal disciplines and digests of court decisions renderedcommercialize new games conceived by federal courts. We offer some 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.third-party developers.

We may purchase App titles directly from developers or enter into agreements with third-party developers to sell us titles under development or to create new Apps for us. Consumers downloadOver the last several years, we have not developed, acquired or released any new App titles because of our Apps through direct-to-consumer digital storefronts, such as the Apple App Store and Google Play Store.lack of financial resources.

HistoryDuring 2023, we focused our development efforts on our esports segments, which include an e-gaming platform and a digital publication titled “Esportsreporter,” a news channel covering esports and professional gaming. We have generated only minimal revenue from our esports platform, all of which has been derived from paid advertising.

We were organizedOver the last decade, mobile devices, including smartphone and tablets, have proliferated extensively around the world across a wide range of demographic groups. The mobile Apps industry has experienced corresponding growth in the Statenumber of Nevadadownloads, the number and types of Apps published. We believe that there will continue to be an increase in March 2015.the number of smartphones and tablets sold. In April 2015, we concludedaddition, technological advances to these devices, including more powerful smartphones and tablets with larger screens provide a transactionplatform for more diverse Apps and make games more fun and visually appealing. We believe that technological developments will continue to drive growth in which we issued 2,000,000 shares of our Series A Preferred Stock in exchangeindustry for the sum of $50,000 and a portfolio comprising over 400 Apps titles.

On March 31, 2016, we closed our initial public offering of common stock, which we refer to throughout this report as our IPO. In our IPO, we registered 1,000,000 shares of common stock for sale at a price of $0.50 per share and sold 252,500 shares of common stock to the public for an aggregate offering price of $126,250.

On December 4, 2018, the holders of a majority of the outstanding shares of our common stock approved an amendment to our articles of incorporation to reduce the price at which shares of our Series A Cumulative, Convertible Preferred Stock convert into shares of Common Stock from $0.005 per share to $0.0002 per share. See the disclosure under Part II, Item 13 “Certain Relationships and Related Transactions, and Director Independence” for a discussion of the amendment. The amendment was filed with the state of Nevada on April 10, 2019.foreseeable future.

Our App Portfolio

Our Apps are divided amongcomprise game titles and Apps that provide compilations of federal and state laws and regulations across a variety of legal disciplines and digests of court decisions rendered by federal courts.

Our game titles are designed to appeal to a variety of age groups ranging from younger teens to adults. We offer some of our games in both a free advertisement-supported version and a paid version that does not display ads. We believe that by offering free ad supported versions we can build a significantly larger customer base more quickly than we could if we charged users an up-front fee to download our games since they may be reluctant to purchasingpurchase a game without first playing it. If a consumer enjoys a title, they may purchase the game and play without interruption from pop-up ads.

Product Development

We seek to develop and acquire new Apps to supplement our portfolio. Our primary focus will be to release new game titles. We are seeking to develop a pipeline of independent game designers, developers and programmers who provide us with new ideas and titles to publish. We typically enter into services or consulting agreements with our independent developers. Agreements with third-party developers generally give us exclusive publishing and marketing rights and require us to make development payments, pay royalties based on product sales and to satisfy other conditions. Our agreements with third-party developers generally provide us with the right to monitor development efforts and to cease making development payments if specified development milestones are not satisfied.

We also solicit 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 and undertake 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.

In view of our current lack of liquidity, we have suspended our development and acquisition efforts unit such time as we have cash available to re-commence these activities. The statements below are subject in all events to possessing the capital required to undertake such activities and we cannot provide investors with any assurance that will have capital available to us in the future.

We 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 they may be purchased through digital storefronts, and to engage with various advertisements and offers that generate revenues for us. Several large game publishers are successfully employing this business model. In order for us to achieve success using this model, we must develop and publish games that are widely accepted and commercially successful, which will provide us with the largest base from which to monetize our in-App sales. In addition to building strong core gameplay, successful monetization will require that we continually create new content within games and otherwise find ways to retain players and incentivize them to make in-app purchases. As these games gain wider acceptance and mature in the market, we may seek to improve monetization and increase awareness of our games by building social media communities around these titles and by delivering additional features, such as tournaments, live events and more frequent content updates.

App Development

We seek to develop and acquire new Apps to supplement our existing portfolio. We may engage developers to create games for us or acquire titles and concepts directly from independent developers. In cases where we engage independent developers directly to create games for us, we may enter into services or consulting agreements with them that may provide us with exclusive publishing and marketing rights and require us to make development payments, to pay royalties based on product sales and to satisfy other conditions.

During the first quarter of 2022, we launched a video game incubator, Gamerfy.com, which will seek to acquire and commercialize the next generation of game titles with particular focus on community play, the Metaverse, a virtual reality world where users can interact, game and experience things as they would in the real world; and non-fungible tokens, or NFT’s, each of which would allow us to sell into rapidly growing market segments. We are seeking to develop a pipeline of independent game designers, developers and programmers who provide us with new ideas and titles to publish.

In our Gamerfy model., game developers will submit ideas and even partially developed games to us through the Gamerfy site. Our panel of experienced gamers will select from many possible titles presented to us through the site to select the most appealing and exciting games. We will explore the commercial viability of the concept and undertake an analysis of the cost to develop the App against its potential economic return. We conduct these analyses in-house and do not rely on independent third parties undertake these services. Subject to available capital, we plan to provide funding and access to studios, designers, coders and other resources to successfully launch and market new game titles. We will seek to acquire an ownership interest in the projects that we fund and commercialize. We expect Gamerfy to be the principal source of new games for us for the foreseeable future.

We may seek to acquire franchises around which we develop games. Franchises may include movies, television programs, toys and other cultural phenomena that lend themselves to gamification. We will have to obtain a license from the owner of the franchise for each App we publish that is based on a third-party franchise and we likely will be required to pay ongoing royalties to the franchise owner.

AsThe description of the date ofour development efforts throughout this report is subject in all events to acquiring the capital required to undertake such activities and we have retained the services of eight professionals who render coding, design, management, and marketing services to assistcannot provide investors with the development of new Apps. Presently, we have four Apps/games under development, including an eSports tournament platform, Packzombie, WTFiT and GoDex. We expect to launch one or more of these Apps this year. Set forth below is a brief description of the new and existing Apps under development.

During 2016, we purchased an eSports tournament platform and the related software, trademarks and trade names; and other intellectual property. When we took control of these assets, they still required development and other pre-launch work. eSports (also known as electronic sports, competitive (video) gaming, professional (video) gaming, or pro gaming) are a form of competition that is facilitated by electronic systems, particularly video games; the input of players and teams as well as the output of the eSports system are mediated by human-computer interfaces. Most commonly, eSports take the form of organized, multiplayer video game competitions, particularly between professional players. The most common video game genres associated with eSports are real-time strategy, fighting, first-person shooter (FPS), and multiplayer online battle arena. Tournaments such as The International, the League of Legends World Championship, the Battle.net World Championship Series, the Evolution Championship Series, and the Intel Extreme Masters provide live broadcasts of the competition, and prize money and salaries to competitors.

eSports have become popular worldwide, not only with participants but also with fans who watch them online and in public spaces, including arenas. Newzoo, an online statistics gathering and dissemination portal, estimates that in 2020, global esports revenues will grow to $1.1 billion, a year-on-year growth of +15.7%, up from $950.6 million in 2019 and that the total esports audience will grow to 495 million people

Our App will provide eSports players with an easy-to-use platform that provides fair, transparent, and prompt payouts for prize tournaments. We will differentiate our product from competing platforms by focusing on casual games and mobile games. We also expect to focus on direct integrations with existing game publishers enabling them to offer prize tournaments to their existing player base.

During 2016, we acquired a suite of concepts, artwork, story lines and related computer software in connection with a computer game titled “CryptoGene,” for mobile application. CryptoGene represents a potential franchise that we can develop and roll out over multiple platforms, including as an App and video game version, graphic novels and other print and audio-visual media. This is a long-term projectany assurance that will require significant financial and personnel resources.

We currently have substantially completed development of PackZombie, a strategy/ survival genre video game that is built as a multiplatform game. Consumers will be ablecapital available to play it on both Apple and Android mobile devices- smartphones and tablets, as well as on Game Consoles like Xbox and Playstation, and on Laptop and Desktop computers. The game follows a post zombie apocalypse storyline where players level up and build up their home base and their characters, known as ’survivors’, so that they can fight offus in the Zombie onslaught. There game comprises two main segments: the home base/character screens and the 3D puzzle maze. In the home base, players build, grow, level up and strengthen their characters by collecting resources, or ’supplies’, and allocating them among the different characters and base options. To collect supplies, the characters must leave the base and select a supply run from an options tree which advances in difficulty as they complete levels, Supply run options include Grocery Store, Forest, Hospital, or Warehouse. Each of these options opens a 3D puzzle maze where the chosen character begins a supply run by avoiding or killing zombies, while collecting randomly deposited crates of supplies. The puzzle maze is completed, once they collect 3 keys and find the exit. This game is a free to play app monetized through IAP (in app purchases) such as, a $4.99 crate upgrade or a $2.99 speed upgrade.

WTFiT is an App we’ve been developing for almost two years. This App allows users to take a picture of something with their phone and quickly get an answer suggesting what the picture might be. Using high quality image recognition software, the user will be told what the image is, and if the software is wrong, they can challenge the system and then ask their friends and post their own answers on their friends’ pictures. We will use these answers to make our results better. We believe that the social component and the crowdsourcing component will make our App extremely addictive, viral, and self-learning. The steps are simple:

The more interactivity by a user with the App, the more points they earn. Similar to Yelp and Google contributions, points equal status and badges. This will also lead to high growth of users and usage. During the App’s natural usage, we will integrate video ads and targeted sponsored ads, i.e., if a user submits a picture of an article of clothing, we present an ad for a similar article of clothing.future.

The markets for our productsApps are characterized by rapid technological change, particularly in the technical capabilities of mobile phones and tablets, and changing end-user preferences. Therefore, we willmay be required to continuously invest capital to innovate and publish new games, regularly update our games, and modify existing games for distribution on evolving platforms. We cannot assure investors that we will have the capital to develop new games and update existing game,games, that we will be successful in selecting new games to bring to market or that our updates to successful games will allow us to retain players.

Esports Platform

During the second quarter of 2021, we launched Esportsreporter.com, a news channel for a broad spectrum of esports and gaming. Gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 3 billion gamers globally, and esports is the major driver of this growth. The global esports market share.is projected to grow from $1.72 billion in 2023 to $6.75 billion by 2030, exhibiting a compound annual growth rate of 21.5% during the forecast period, and comprise more than 856 million users by 2028.

Currently, hundreds of esports competitions are being contested annually. The most popular esports games include Mobile Legends: Bang Bang, League of Legends, Dota 2, Counter-Strike, Fortnite, Valorant, Minecraft and FIFA. Although users can play games on their own against the computer or console, esports have developed so rapidly on the basis of competitive play, whereby individual players or teams from around the world are pitted against each other in tournaments for prize money. These tournaments are live streamed and viewed by fans around the world online and in-person at arenas specifically developed for esports competitions. Dota 2, a multiplayer online battle arena video game, has awarded over $345 million of prize money across 1879 tournaments since its launch.

The esports ecosystem is made up of both software and hardware companies developing technologies that enable video games to be played on computers/consoles by professional gamers. Such technologies include: broadcasting and streaming services, marketing for competitive gaming, communication & social tools, game developers and publishers and professional grade gaming hardware. Non-technical areas include events & tournaments, organizations and teams.

Games are being developed specifically for watchability, which enhances the spectator experience, further driving expansion of the gaming market. The expanded reach of high-speed Internet service and the computer technology advances in the last decade have also greatly accelerated the growth of esports. Esports has now become so popular that some U.S. universities offer esports scholarships. Many of well-known esports teams are receiving mainstream sponsorships and are owned by celebrities, athletes and professional sports teams. The highest profile esports gamers have significant online audiences as they stream themselves playing against other players online. These events may generate millions of dollars in sponsorship money and subscription fees from online streaming channels.

Esportsreporter.com publishes the 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. The site covers the most important news in esports on a regular basis while also diving deeper with coverage of events with live reporters as well as conducting face to face and virtual interviews with professional players.

In addition to becoming a leading source of esports news, Esportsreporter.com has its own editorial and digital content creation team that will continue to publish original content covering the latest trends from the eSports and gaming industry. We currently staff numerous qualified journalist and editorial gamers, as well as social media expert/ gamers, and video editors, graphic designers, and production engineers – all also gamers.

The content we create includes recording clips of tournaments for montages, similar to highlights of a major sports game. Recording clips of professional streamers for montages, a very popular genre of content that YouTube and Netflix are offering on their own channels, which we hope to emulate in the near future. We record videos of our own staff explaining latest game patches, eSport team news/drama, new game trailers, new game features, and we convert personal streams into montages for the site and channel.

We expect that our reporters will attend important events, including Play NYC, and interview top players from eSports teams that are sponsored Game Team Players. As capital permits, we will continue to grow and add more high caliber interviews as well as emerging game coverage and reviews, indie games still undiscovered, peripherals and gaming hardware systems, streaming video gameplay, competitive, walkthrough as well as industry technical topics.

We are currently building a following on digital media and expect to monetize the site and our audience utilizing an array of proven techniques, including generating revenue from sales, sponsorships, merchandise, and advertiser supported content.

Sales, Marketing and Distribution

We market, sell and distribute our games Apps exclusively through Apple’s App Store, and our legal titles through the Google Play Store, the largesta global direct-to-consumer digital storefronts. We expect that a majority of our revenues will be derived from sales on the Apple App Store.storefront. From time to time, we may also sell development services to other business for products they will take to market. We expect to develop our new Apps for both Apple and Android devices. We will seek to offer our products through Google Play as our development efforts warrant.

WeOver the last year, we paused offering our games for download but when we resume publishing, we expect to generate revenue from downloads of our paid Apps and from advertisements published on our ad supported game titles. We have entered into agreementsan agreement with each of Apple and Google that governgoverns our relationship as developers / distributorsa developer/ distributor on their respective storefronts.its storefront. We are party to two agreements with Apple, one that relates to App sales and one that covers net revenues generated from in-App advertising, for which we pay Apple a fee equal to 30% of net advertising revenues, which are defined as gross advertising revenue recognized through the delivery of ads by Apple less: a) any allowances actually made or taken for returns, credits, cash discounts and promotional allowances; and, b) agency and agent fees, discounts, commissions and referral fees and (c) certain adjustments and allocations specified in the agreement. Under ourThe agreement with Google, we have agreed to pay Google a fee equal to 30% of net revenue generated from sales of our Apps on its storefront. These agreements provideprovides that we will continue to own all rights to our Apps, subject to a license we grant to each party to market and promote our products and further define permissible and prohibited activities of the parties.

We may partner with other App publishers to develop and market new titles. These types of arrangements will allow us to defray development and marketing costs among a wider range of titles and increase our chances of publishing a successful title.

We employ advanced analytics, a means of analyzing data we collect about users of our Apps, to develop and publish more appealing titles and features in our games.

Our ability to market our Apps successfully on direct-to-consumer digital storefronts will dependdepends on a number of factors, including our ability to build relationships with storefront owners and educate them about our title roadmap so that they feature or otherwise prominently place them within the storefront. If we are able to achieve these ends, we believe that consumers are more likely to find our Apps, which may result in greater downloads and moreincreased revenue. We believe that a number of factors may influence the featuring or placement of an App, including:

We also expect to undertake a number of marketing initiatives designed to attract consumers to download our Apps, including:

Competition

Developing, distributing and selling Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our game related Apps, we will compete primarily on the basis of game quality, brand and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties and other content. With respect to our legal Apps, we will compete on the basis of providing the most up to date content, the App’s ease of use (navigation and readability) and its price as compared to similar product offerings. We also will compete for experienced and talented employees and independent contractors.

We believe that our small size will allow provide us a competitive edge for the time being and allow us to make quick decisions as to product development to take advantage of consumer preferences at a particular point in time.

With respect to our game Apps, we compete with a continually increasing number of public and well-funded private companies, including Supercell, Niantic Tencent, NetEase, Machine Zone and many others. We could also face increased competition if large companies with significant online presences such as Apple, Google, Amazon, Facebook or Yahoo, choose to enter or expand in the games space or develop competing games.

In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individuals in all of our segments who are able to create and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise. As an example of the competition that we face, as of the fourththird quarter of 2020,2022, Statista estimated that 3.14 million mobile Apps were available to download from the Apple App Storestore offered over 200,000 game Apps for various iOS devices.download. The proliferation of titles in these open developer channels makes it difficult for us to differentiate ourselves from other developers and to compete for players and users who purchase content for their devices without substantially increasing marketing or development costs.

With respect to our legal-related Apps, we compete with a number of well-established companies that offer similar Apps, including LexisNexis, WestLaw, CCH, BNA and Bloomberg Law Reports. We may face increased competition from established or newly organized entities and from the governmental offices and agencies that promulgate the laws and regulations that are the subject of our Apps, should they decide to make versions of such laws and regulations available to consumers.

Most of our competitors and our potential competitors have one or more advantages over us, including:

Intellectual Property

Our intellectual property is an essential element of our business. We currently use a combination of trade secret and other intellectual property laws, confidentiality agreements and license agreements to protect our intellectual property. We may seek to file copyrights with respect to one or more of our titles in the future. Our employees and independent contractors are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership that they may claim in those works. Despite our precautions, it may be possible for third parties to obtain and use without our consent intellectual property that we own or license. Unauthorized use of our intellectual property by third parties, including piracy, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

From time to time, we may encounter disputes over rights and obligations concerning intellectual property. If we do not prevail in these disputes, we may lose some or all of our intellectual property protection, be enjoined from further sales of our Apps or other applications determined to infringe the rights of others, and/or be forced to pay substantial royalties to a third party, any of which would have a material adverse effect on our business, financial condition and results of operations.

Government Regulation

We are subject to various federal, state and international laws and regulations that affect our business, including those relating to the privacy and security of customer and employee personal information and those relating to the Internet, behavioral tracking, mobile applications, advertising and marketing activities, and sweepstakes and contests. Additional laws in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with our customers, and deliver products and services, or may significantly increase our compliance costs. As our business expands to include new uses or collection of data that are subject to privacy or security regulations, our compliance requirements and costs will increase and we may be subject to increased regulatory scrutiny.

Employees

As of the date of this report, we had one employee, who is our president and chief executive officers,officer, who has other business interests and who is not obligated to devote any specific number of hours to our affairs. Our officer’s attention to his other business commitments may detract from his ability to devote time to our business and this may result in conflicts of interest that could harm our business.

We rely on independent game designers, developers, programmers and other IT specialists to develop new titles and update and maintain existing ones and from time to time we may have several contractors rendering services to us. As of the date of this report, we have engaged eight third party developers to assist with App development efforts.

Our employee is not represented by a collective bargaining agreement. We consider our relations with our employee to be very good.

Emerging Growth Company and Smaller Reporting Company Status

Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of these exemptions.

In addition, Section 107 of the JOBS Act also 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, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.07 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period, if, at the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year, or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

Smaller Reporting Company

We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. To the extent that we remainAs a smaller reporting company at such time as we are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and, therefore, doesare not haverequired to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C - CYBERSECURITY

The Company recognizes the critical importance of cybersecurity in safeguarding sensitive information, maintaining operational resilience, and protecting its customers and stakeholders' interests. A cybersecurity policy should be designed to establish a comprehensive framework for identifying, assessing, mitigating, and responding to cybersecurity risks across the organization.

At such time as the Company possesses sufficient resources, it will establish a cybersecurity policy appropriate for our business which implements protocols to evaluate, recognize, and address significant risks, including those posed by cybersecurity threats. As part of this strategy, we expect to incorporate standard traffic monitoring tools, educate our personnel to identify and report abnormal activities, and partner with reputable service providers capable of upholding security standards equivalent to or exceeding our own.

We will seek to integrate these measures into our broader operational risk management framework aimed at minimizing exposure to unnecessary risks across our operations. We may work with outside consultants and third-party service providers to implement industry-standard strategies aimed at identifying and mitigating potential threats or vulnerabilities within our systems. Additionally, we expect that our policy strategy will include a comprehensive cyber crisis response plan to manage high severity security incidents, ensuring efficient coordination across the organization.

Cybersecurity threats have not significantly impacted our operations, and we do not anticipate such risks materially affecting our business, strategy, financial condition, or results of operations. However, given the escalating sophistication of cyber threats, the preventive measures we adopt may not always suffice. Despite well-designed controls, we acknowledge the inability to foresee all security breaches, including those stemming from third-party misuse of artificial intelligence (“AI”) technologies, and the potential challenges in implementing timely preventive measures.

Our Chief Executive Officer will oversee our information security programs, including cybersecurity initiatives, and is integrated into the cybersecurity the incident response process that we adopt. Our board of directors will oversee cybersecurity risk management activities, supported by Company management and external consultants.

ITEM 2. PROPERTIES

We currently maintain a virtual office at 1225 Franklin Avenue, Suite 325, Garden City, New York at a cost of $149 per month. We believe that this space is adequate for our current and foreseeable requirements but that we could establish a permanent presence on acceptable terms, if necessary.

ITEM 3. LEGAL PROCEEDINGS

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock currently is quoted on the OTC Pink Sheets Open Market. The market for our stock is highly illiquid and volatile.

On May 26, 2021,March 29, 2024, the closing bid price of our common stock was $0.30$0.362 per share.

Holders

As of March 29, 2021,2024, we had 5756 record holders and 4,145,1034,504,103 shares of common stock outstanding.

Dividends

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

We did not issue any securities during fiscal 2021.2023.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board, of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We develop, publish and market Apps for smartphones and tablet devices. devices and own and operate Esportsreporter.com, a news channel for esports enthusiasts. We derive revenue from sales, or downloads, of our Apps and from advertisements published on our ad-supported game titles.titles and from advertisements published on Esportsreporter.com. During 2019,2022 and 2023, we did not generate any revenue. During 2023, we focused our development efforts on our esports segments. Over the course of 2021,2024, we expect to generate revenue from the sale of software titles that we are developing for own account, from titles that were developed by third-parties which we acquiredthrough our Gamerfy App development website and from titles that have been developed for our benefit. Operating margins are dependent in part upon our abilitypaid advertisements published on Esportsreporter.com as we seek to release new, commercially successful software products and to manage effectively their development costs.re-launch the site with more focus on video gameplay.

Our Apps titles include games designed to appeal to a broad cross section of consumers and legal-related Apps that provide compilations of federal and state laws and regulations across a variety of legal disciplines and digests of court decisions rendered by federal courts that are directed to legal professionals.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 market, sell and distribute our games through direct-to-consumer digital storefronts, such as Apple’s App Store, and the Google Play Store.a direct-to-consumer digital storefront. We currently expect to advertise our Apps through the digital storefronts, our own website, social media, such as Facebook and LinkedIn, through mobile ad networks and search engine optimization, or SEO, tools.

We willexpect to develop and acquire new Apps to expand our existing product offerings, as our resources permit. We rely on third party designers, developers and programs to develop new Apps. We also solicit ideas for new titles from unrelated parties. We evaluate prospects based on a variety of factors. If we conclude that a particular prospect is worth pursuing, we may fund the development of the App through launch and beyond. We expect to release several new Apps throughout 2019.

Over the last decade, mobile devices, including smartphoneWe have been constrained in our development and tablets, have proliferated extensively around the world acrossacquisition activities by a wide rangelack of demographic groups. The mobilecash. Our ability to pursue and achieve our objectives is predicated on our receipt of meaningful revenue from sales of our existing Apps industry has experienced corresponding growthand those we may release in the number of downloads, the numberfuture and types of Apps published. We believe that there will continuefrom our ability to be an increase in the number of smartphones and tablets sold. In addition, technological advances to these devices, including more powerful smartphones and tablets with larger screens provide a platform for more diverse Apps and make games more fun and visually appealing. We believe that technological developments will continue to drive growth in our industry for the foreseeable future.raise capital from outside sources.

Growth Strategies and Outlook

Our principal 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.

During the first quarter of 2022, we launched a video game incubator, Gamerfy.com, which will seek to acquire and commercialize the next generation of game titles with particular focus on community play, the Metaverse and NFT’s, each of which would allow us to sell into rapidly growing market segments. We expect Gamerfy to be the principal source of new games for us for the foreseeable future.   We have been constrained inidentified a heuristics for investment decisions and have identified key professionals for employment and as executive members of Gamerfy.

During the second quarter of 2021, we launched Esportsreporter.com, a news channel for a broad spectrum of esports and gaming. We are currently building a following on digital media and expect to monetize the site and our development and acquisition activities by a lackaudience utilizing an array of cash. Our ability to pursue and achieve our objectives is predicated on our receipt of meaningfulproven techniques, including generating revenue from sales, sponsorships, merchandise, and advertiser supported content. We expect to direct a significant percentage of our existing Appscapital resources on Esportsreporter.com during 2022.  We continue to invest in Esportreporter.com, mainly in video gameplay and those we may release in the futureexpect to continue to direct capital and from our ability to raise capital from outside sources.employment resources into 2023.

Our revenues 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.

Our revenues also will depend on maintaining our continued good relationship with the digital storefront operators, namely Apple and Google, each of which could unilaterally alter their terms of service in ways that could harm our business.

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 of directors.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 containcontrol our office space overhead.

We require significant additional capital to fund the development of new Apps in process that we have developed internally or acquired from third parties during the last year. We also require capitaland to fund marketing initiatives forenhance our existing productsEsportsreporter site and the launch and marketing of Apps in development.to promote our products. 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 Year Ended December 31, 20202023 Compared to the Year Ended December 31, 20192022

The following table presents our resultsDuring the fiscal years ended December 31, 2023 and 2022, the Company did not engage in substantive business operations, did not generate any revenue and had minimal assets. During the fiscal year ended December 31, 2023, the Company incurred operating expenses of operations for$58,342, consisting principally of professional fees in connection with satisfying its reporting obligations under federal securities law, and suffered a net loss of $58,342, as compared to the year ended December 31, 20202022 in which the Company incurred operating expenses of $31,439 and 2019:suffered a net loss of $31,439.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate 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 include funds generated by operations, the availability of credit facilities, levels of accounts receivable and accounts payable and capital expenditures.

As of December 31, 2020,2023, we had totalnegligible assets of $213 and total liabilities of $287,852,$420,382, of which $241,220$27,839 were current liabilities payable within the next twelve months. Of our total liabilities, $392,543 is attributable to the principal and interest due under a draw down promissory note we issued in 2019 which replaced promissory notes issued during the prior three years.includes borrowings from 2018 through December 31, 2023 (the “Draw Down Note”). Comparably, as of December 31, 2019,2022, we had totalminimal assets of $629 and total liabilities of $241,462,$369,937 of which $202,420 is$328,716 was attributable to the principal and interest due under promissory notes issued during the three prior years.Draw Down Note. As of December 31, 2020,2023, we had a working capital deficit of $46,626 and$27,831 as compared to a working capital deficit of $33,922$41,216 as of December 31, 2019.2022.

Our primary requirements for liquidity and capital are to fund the growth of Esportsreporter.com as well as the development and acquisition of new Apps and for sales and marketing initiatives in connection with the launch and promotion of our games, through Gamerfy 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 several years, we have relied on loans from entities related to a stockholder for operating capital. In 2020, these loans were rolled up into a Drawdown Promissory Note which, as amended, provides for a total drawdown line of credit equal to $400,000 which matures on December 31, 2027. Under the Drawdown Promissory Note, as of December 31, 2023, there was an outstanding principal amount of $392,543, and $7,457 remained available for advances. The capital we have received and that remains available under the Drawdown Note is not sufficient to allow us to undertake significant development or marketing activities but will provide us with the capital required to support the Company’s minimal operations while we formulate our strategies for the next several quarters. We are seeking to identify sources of capital to fund the entire range of our operations and development activities; however, such capital may not be available to us on acceptable terms or at all. 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 periods indicated.