Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | APPLE iSPORTS GROUP, INC. | |
Entity Central Index Key | 0001134982 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2024 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 205,374,611 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-32389 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 88-0126444 | |
Entity Address Address Line 1 | 100 Spectrum Center Drive | |
Entity Address Address Line 2 | Suite 900 | |
Entity Address City Or Town | Irvine | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92612 | |
City Area Code | 949 | |
Local Phone Number | 247-4210 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,052 | $ 673 |
Goods and service tax receivable | 63,916 | 61,798 |
Marketable security | 100 | 100 |
Prepaid and other assets | 9,120 | 6,812 |
Total current assets | 80,188 | 69,383 |
Notes receivable | 50,000 | 0 |
Accrued interest income | 171 | 0 |
Total assets | 130,359 | 69,383 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,256,997 | 2,464,558 |
Due to related party | 4,999 | 4,999 |
Loans payable - related parties | 2,890,693 | 2,720,549 |
Accrued interest - related parties | 93,842 | 77,964 |
Accrued payroll | 120,965 | 108,487 |
Total current liabilities | 5,367,496 | 5,376,557 |
Total liabilities | 5,367,496 | 5,376,557 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 205,374,611 and 202,784,211 issued and outstanding as of March 31, 2024 and December 31, 2023 | 20,537 | 20,278 |
Additional paid-in capital | 5,870,586 | 5,223,245 |
Treasury stock, 1 share, at cost | (52,954) | (52,954) |
Accumulated other comprehensive income | 110,572 | (60,130) |
Accumulated deficit | (11,185,878) | (10,437,613) |
Total stockholders' deficit | (5,237,137) | (5,307,174) |
Total Liabilities and Stockholders' Deficit | $ 130,359 | $ 69,383 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 205,374,611 | 202,784,211 |
Common stock, shares outstanding | 205,374,611 | 202,784,211 |
Treasury stock, shares | 1 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) | ||
Net revenues | $ 0 | $ 0 |
Operating expenses: | ||
Corporate expense | 138,992 | 172,102 |
Consulting and professional fees | 473,094 | 123,731 |
Selling, general and administrative | 117,275 | 36,777 |
Research and development | 0 | 694,700 |
Total operating expenses | 729,361 | 1,027,310 |
Loss from operations | (729,361) | (1,027,310) |
Other expenses: | ||
Interest expense, net | 20,001 | 9,772 |
Foreign exchange loss | (1,097) | 3,715 |
Total other expenses | 18,904 | 13,487 |
Operating loss before income taxes | (748,265) | (1,040,797) |
Provision for income taxes | 0 | 0 |
Net loss | (748,265) | (1,040,797) |
Foreign currency translation adjustment | 170,702 | 37,307 |
Comprehensive loss | $ (577,563) | $ (1,003,490) |
Net loss per share - basic and diluted | $ 0 | $ (0.04) |
Weighted number of shares outstanding - Basic and Diluted | 204,050,629 | 24,981,055 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Treasury Stocks | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2022 | 7,642,211 | |||||
Balance, amount at Dec. 31, 2022 | $ (1,641,763) | $ 764 | $ 5,142,759 | $ (52,954) | $ 26,958 | $ (6,759,290) |
Shares issued with merger, shares | 195,062,000 | |||||
Shares issued with merger, amount | $ 19,506 | (19,506) | ||||
Other comprehensive income | 37,307 | 37,307 | ||||
Net loss | (1,040,797) | (1,040,797) | ||||
Balance, shares at Mar. 31, 2023 | 202,704,211 | |||||
Balance, amount at Mar. 31, 2023 | (2,645,253) | $ 20,270 | 5,123,253 | (52,954) | 64,265 | (7,800,087) |
Balance, shares at Dec. 31, 2023 | 202,784,211 | |||||
Balance, amount at Dec. 31, 2023 | (5,307,174) | $ 20,278 | 5,223,245 | (52,954) | (60,130) | (10,437,613) |
Other comprehensive income | 170,702 | 170,702 | ||||
Net loss | (748,265) | (748,265) | ||||
Issuance of common stock, shares | 2,590,400 | |||||
Issuance of common stock, amount | 647,600 | $ 259 | 647,341 | |||
Balance, shares at Mar. 31, 2024 | 205,374,611 | |||||
Balance, amount at Mar. 31, 2024 | $ (5,237,137) | $ 20,537 | $ 5,870,586 | $ (52,954) | $ 110,572 | $ (11,185,878) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (748,265) | $ (1,040,797) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Foreign exchange loss | (1,097) | 26,816 |
Change in operating assets and liabilities: | ||
Good and services tax receivable | (4,817) | (4,716) |
Accrued interest income | (171) | 0 |
Accounts payable and accrued expenses | (137,129) | 525,889 |
Accrued interest - related party | 19,316 | 9,332 |
Accrued payroll | 17,310 | 242,153 |
Prepaid and other assets | (2,600) | 0 |
Net cash used in operating activities | (857,453) | (241,323) |
Cash flows from investing activities | ||
Notes receivable | (50,000) | 0 |
Net cash used in investing activities | (50,000) | 0 |
Cash flows from financing activities | ||
Proceeds from loan payable from related party | 281,545 | 258,940 |
Proceeds from issuance of common stock | 647,600 | 0 |
Net cash provided by financing activities | 929,145 | 258,940 |
Effect of changes in exchange rates on cash and cash equivalents | (15,313) | 10,541 |
Net increase (decrease) in cash and cash equivalents | 6,379 | 28,158 |
Cash and cash equivalents, beginning of period | 673 | 19,857 |
Cash and cash equivalents, end of period | 7,052 | 48,015 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income tax | $ 0 | $ 0 |
COMPANY HISTORY AND NATURE OF B
COMPANY HISTORY AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
COMPANY HISTORY AND NATURE OF BUSINESS | |
COMPANY HISTORY AND NATURE OF BUSINESS | NOTE 1. COMPANY HISTORY AND NATURE OF BUSINESS Apple iSports Group, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.com and effective August 31, 2023, changed its name to Apple iSports Group, Inc. Effective March 23, 2023, the Company closed a share exchange pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”), with Apple iSports, Inc. (“AiS”), a Delaware corporation and the stockholders of AiS. Pursuant to the Stock Exchange Agreement, the Company issued to the AiS stockholders 195,062,000 shares of its common stock, par value $0.0001 per share in exchange for all of the issued and outstanding capital stock (195,062,000 shares of common stock) of AiS. AiS became a wholly-owned subsidiary of the Company. In connection with this transaction, the Company elected to change its fiscal year end from April 30 to December 31. For financial reporting purposes, the transaction is considered a combination of businesses under common control, as the Company and AiS were commonly controlled, and thus the Company retroactively combined the results of operations and related assets and liabilities of the Company and AiS for all periods presented. AiS, formed on May 29, 2019, in the State of Delaware, has been engaged in the development of an online sports portal that will include, racing and sports betting, fantasy sports, and sports content. On November 9, 2021, AiS incorporated Apple iSports Pty Ltd (“AIS Australia”) as a wholly owned subsidiary of AiS. Paramount Capital Inc., formed on September 19, 2019, in the State of Wyoming with the plan of being a banking arm of the Company. It is a wholly-owned subsidiary of the Company and since inception, it has had limited operating activity. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2024 | |
GOING CONCERN | |
GOING CONCERN | NOTE 2. GOING CONCERN The Company’s condensed consolidated financial statements are prepared on a going concern basis of accounting, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues and cash flows sufficient to cover its operating costs and allow it to continue as a going concern. For the quarter ended March 31, 2024, the Company reported a net loss of $748,265, negative working capital of $5,287,308, and an accumulated deficit of $11,185,878. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next 12 months from the date of this Quarterly Report is dependent upon its ability to develop additional sources of debt and, or equity to fund the continued development of its multi-faceted sports betting platform and ultimately achieve profitable operations. The Company plans to obtain such resources by relying upon continued advances from significant stockholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing. However, the Company cannot provide any assurances that it will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Certain prior year amounts have been reclassified for consistency with the current year's presentation. These reclassifications had no effect on the reported results of operations. These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia and Paramount Capital Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021, and has elected to comply with certain reduced public company reporting requirements. Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2023, and notes thereto. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. Intellectual property ri ghts The Company depends in part upon proprietary technology and is actively looking to increase and enhance their proprietary technology through the acquisition of 3 rd Foreign Currency Transactions and Translation The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”). For the purpose of presenting these condensed consolidated financial statements, the reporting currency is US$. AIS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the average exchange rate during the period The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder’s equity section of the balance sheets. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the condensed consolidated statement of comprehensive loss. Exchange rates used for the translations are as follows: AUD to U.S. $ Period End Average December 31, 2023 0.6812 0.6640 March 31, 2024 0.6520 0.6589 March 31, 2023 0.6947 0.7369 Fair Values of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement, and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: · Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of accounts payable, accrued expenses, loan payable – related parties, and due to related party approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s recently issued notes receivable approximates its carrying value due to the recency of its issuance relative to March 31, 2024, which was otherwise issued at market terms that the Company believes would be currently available for similar loan issuances. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period. Related Party Transactions The Company adopted ASC 850, Related Party Disclosures Cash and Cash Equivalents The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. Australian bank accounts are insured with deposit protection up to 250,000 AUD. U.S. bank accounts are insured with deposit protection up to $250,000. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Notes Receivable Notes receivable are classified as held-for-investment based on the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary. Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at levels considered adequate to cover expected credit losses on the loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method. The effective interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loans are placed on non-accrual status if the collection of principal and interest is considered doubtful, which is typically 90 days after the loan becomes delinquent. Revenue Recognition The Company determines revenue recognition through the following steps: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations in the contract Step 5: Recognize revenue when the entity satisfies a performance obligation Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Comprehensive income (loss) The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Earnings (Loss) Per Share The Company follows ASC 260 when reporting earnings (loss) per share (EPS) resulting in the presentation of basic and diluted earnings (loss) per share. Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted EPS is not presented when its effect is anti-dilutive. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same. Income Taxes The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s condensed consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates. The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) |
NOTES RECEIVABLE
NOTES RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
NOTES RECEIVABLE | |
NOTES RECEIVABLE | NOTE 4. NOTES RECEIVABLE On March 6, 2024, the Company entered into a Convertible Promissory Note Purchase Agreement with SeaPort Inc. whereas by the Company agreed to loan a maximum of $1,000,000 to SeaPort, Inc. The note is convertible into common shares of Seaport, Inc. at a conversion price equal to the pre-money investment (as defined in the agreement) divided by the aggregate number of fully diluted shares of Seaport Inc.’s common stock as of the conversion date. As of March 31, 2024, the Company had loaned $50,000 to SeaPort, Inc. with an annual interest at a rate of 5% per year and a maturity date of March 6, 2027. |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTIES | |
RELATED PARTIES | NOTE 5. RELATED PARTIES Related Party Payables Related Party Note March 31, 2024 December 31, 2023 Cres Discretionary Trust No. 2 (a) $ 2,336,768 $ 2,145,875 Apple iSports Investment Group Pty (b) 169,816 177,420 ABA Investment Group Pty Ltd (c) 293,588 306,734 Utti Oco Pty Ltd (d) 68,970 68,970 Mt. Wills Gold Mines Pty Ltd (e) 21,550 21,550 Total loan payable 2,890,693 2,720,549 Cres Discretionary Trust No. 2 (a) 73,901 60,752 Apple iSports Investment Group Pty (b) 9,168 8,251 ABA Investment Group Pty Ltd (c) 10,773 8,961 Total accrued interest 93,842 77,964 Due to Director (f) 4,999 4,999 Total Due to related party $ 4,999 $ 4,999 a) On May 30, 2019, the Company entered into a loan agreement with Cres Discretionary Trust No.2 (the “Lender”). The Company’s director is the sole officer and controlling stockholder of the Lender. The Lender also is the Company’s majority shareholder. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Lender. b) On April 8, 2022, the Company’s wholly-owned subsidiary, AIS Australia entered into a loan agreement with Apple iSports Investment Group Pty Ltd (the “Subsidiary Lender”). The Subsidiary Lender is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender. c) On April 8, 2022, the Company’s wholly owned subsidiary, AIS Australia entered into a loan agreement with ABA Investment Group Ltd (the “Subsidiary Lender 2”). The Subsidiary Lender 2 is 100% owned by the director of the Company. The loan is unsecured, has a 3% annualized interest rate, and is payable on demand by the Subsidiary Lender 2. d) On March 31, 2022, the Company entered into a loan agreement with Utti Pty Ltd (“Utti”). Utti is owned by a director of the Company. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand. e) On March 31, 2022, the Company entered into a loan agreement with Mt. Wills Gold Mines Pty Ltd (“Mt. Wills”). The Company’s director also is a director and shareholder of Mt. Wills. The loan is unsecured, bears interest at a rate of 3%, and is payable upon demand. f) A director of the Company has advanced cash to the Company. The advances were unsecured and interest-free. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
INCOME TAXES | |
INCOME TAXES | NOTE 6. INCOME TAXES The Company utilized the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. a. United States (U.S.) The Company is subject to U.S. tax laws at a tax rate of 21%. No provision for US federal income taxes has been made as the Company had no taxable income for the quarter ended March 31, 2024 and 2023. The Company is subject to the State of Delaware tax laws at a tax rate of 8.7%. b. Australia (AU) Apple iSports Pty Ltd, a second-tier subsidiary of the Company, was incorporated in Australia in November 2021 and maybe subject to a corporate income tax on its activities conducted in Australia and income arising in or from Australia. No provision for income tax has been made as the subsidiary had no taxable income for the quarter ended March 31, 2024 and 2023. The applicable statutory tax rate is 25%. Significant components of the Company’s net deferred income tax assets as of the quarter ended March 31, 2024, and year ended December 31, 2023, consist of net operating loss carryforwards. The net operating loss forward for U.S. federal tax and Australian tax purposes is available for carryforward indefinitely for use in offsetting taxable income. The U.S. federal net operating loss carry forward offset is limited to up to 80% of the taxable income. The State of Delaware net operating loss carryforwards are available for carry forward for 20 years for use in offsetting taxable income. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carry-forward period. There is no income tax benefit for the losses for the three months ended March 31, 2024 and 2023, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT On May 5, 2022, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Nevada Secretary of State which; (a). Increased the authorized shares of common stock of the Company, par value $0.0001, from 200,000,000 shares to 500,000,000 shares, and (b). Increased the authorized shares of preferred stock of the Company, par value $0.0001, from 10,000,000 shares to 50,000,000 shares, and all such shares be deemed “blank check” preferred shares in accordance with Article Seventeen of the Company’s Amended and Restated Articles of Incorporation. Preferred Stock As of March 31, 2024 and December 31, 2023, the Company was authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001. No shares of preferred stock were issued or outstanding during the quarter ended March 31, 2024, and the year ended December 31, 2023. Common Stock As of March 31, 2024 and December 31, 2023, the Company was authorized to issue 500,000,000 shares of common stock with a par value of $0.0001. On February 16, 2024, the Company entered into a subscription agreement with unaffiliated third parties pursuant to which the Company received $647,600 in proceeds in exchange for the issuance of 2,590,400 shares of common stock. On March 23, 2023, pursuant to the Stock Exchange Agreement with AiS, the Company issued 195,062,000 shares of its common stock. Along with the Stock Exchange Agreement the Company also reissued 31,000 stock purchase warrants that had been previously issued by AiS. On June 20, 2023, the Company received a subscription agreement for the purchase of 80,000 shares at a price of $1.25 for total proceeds of $100,000. Treasury Stock The Company’s treasury stock comprised one share of common stock acquired at a cost of $52,954. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company or its subsidiaries may be named a party to claims and/or legal proceedings. Neither the Company nor its subsidiaries have been named in and are not aware of any matters which management believes will result, either individually or in the aggregate, in a material adverse effect to its financial condition or results of operations. As of March 31, 2024, the Company leased short-term office spaces (12 months or less), and as an accounting policy election, the Company has excluded all short-term leases from the presentation on the balance sheet. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On April 16, 2024, the Company and a third-party provider of the intellectual property rights (further discussed in Note 3 above) entered into a binding rescission whereby certain intellectual property rights were rescinded and the third-party waived and discharged its rights and interest to the 1,000,000 AUD of shares of the Company. Accordingly, in April 2024 the Company reversed 1,000,000 AUD of accounts payable and recognized forgiveness of debt income of 1,000,000 AUD. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Certain prior year amounts have been reclassified for consistency with the current year's presentation. These reclassifications had no effect on the reported results of operations. These condensed consolidated financial statements incorporate the financial statements of the Company and its wholly owned subsidiary, AiS, AIS Australia and Paramount Capital Inc. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing needed to execute its business plan. The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021, and has elected to comply with certain reduced public company reporting requirements. |
Unaudited Interim Financial Information | The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim condensed consolidated balance sheet. The financial data and the other information disclosed in these notes to the interim condensed consolidated financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2023, and notes thereto. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions. |
Intellectual property rights | The Company depends in part upon proprietary technology and is actively looking to increase and enhance their proprietary technology through the acquisition of 3 rd |
Foreign Currency Transactions and Translation | The Company’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”). For the purpose of presenting these condensed consolidated financial statements, the reporting currency is US$. AIS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, and income and expense items are translated at the average exchange rate during the period The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder’s equity section of the balance sheets. Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the condensed consolidated statement of comprehensive loss. Exchange rates used for the translations are as follows: AUD to U.S. $ Period End Average December 31, 2023 0.6812 0.6640 March 31, 2024 0.6520 0.6589 March 31, 2023 0.6947 0.7369 |
Fair Values of Financial Instruments | The Company adopted Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement, and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follow: · Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value. As of the balance sheet date, the estimated fair values of accounts payable, accrued expenses, loan payable – related parties, and due to related party approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s recently issued notes receivable approximates its carrying value due to the recency of its issuance relative to March 31, 2024, which was otherwise issued at market terms that the Company believes would be currently available for similar loan issuances. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each reporting period. |
Related Party Transactions | The Company adopted ASC 850, Related Party Disclosures |
Cash and Cash Equivalents | The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. Australian bank accounts are insured with deposit protection up to 250,000 AUD. U.S. bank accounts are insured with deposit protection up to $250,000. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Notes Receivable | Notes receivable are classified as held-for-investment based on the Company’s intent and ability to hold the loans for the foreseeable future or until maturity. Notes receivable are carried at amortized cost and are reduced by loan origination costs and the allowance for estimated credit losses, as necessary. Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at levels considered adequate to cover expected credit losses on the loans. In determining expected credit losses, the Company considers its historical level of credit losses, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the effective interest method. The effective interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loans are placed on non-accrual status if the collection of principal and interest is considered doubtful, which is typically 90 days after the loan becomes delinquent. |
Revenue Recognition | The Company determines revenue recognition through the following steps: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations in the contract Step 5: Recognize revenue when the entity satisfies a performance obligation Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods or services to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. |
Comprehensive income (loss) | The Company follows ASC 220 in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). |
Earnings (Loss) Per Share | The Company follows ASC 260 when reporting earnings (loss) per share (EPS) resulting in the presentation of basic and diluted earnings (loss) per share. Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Diluted EPS is not presented when its effect is anti-dilutive. Because the Company does not have any common stock equivalents, such as stock options and warrants, the amounts reported for basic and diluted net loss per share were the same. |
Income Taxes | The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s condensed consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates. The Company evaluates tax positions in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. |
Accounting Pronouncements Not Yet Adopted | In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of exchange rate used for the translation | AUD to U.S. $ Period End Average December 31, 2023 0.6812 0.6640 March 31, 2024 0.6520 0.6589 March 31, 2023 0.6947 0.7369 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
RELATED PARTIES | |
Schedule of related party loans | Related Party Note March 31, 2024 December 31, 2023 Cres Discretionary Trust No. 2 (a) $ 2,336,768 $ 2,145,875 Apple iSports Investment Group Pty (b) 169,816 177,420 ABA Investment Group Pty Ltd (c) 293,588 306,734 Utti Oco Pty Ltd (d) 68,970 68,970 Mt. Wills Gold Mines Pty Ltd (e) 21,550 21,550 Total loan payable 2,890,693 2,720,549 Cres Discretionary Trust No. 2 (a) 73,901 60,752 Apple iSports Investment Group Pty (b) 9,168 8,251 ABA Investment Group Pty Ltd (c) 10,773 8,961 Total accrued interest 93,842 77,964 Due to Director (f) 4,999 4,999 Total Due to related party $ 4,999 $ 4,999 |
COMPANY HISTORY AND NATURE OF_2
COMPANY HISTORY AND NATURE OF BUSINESS (Details Narrative) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | May 05, 2022 |
COMPANY HISTORY AND NATURE OF BUSINESS | |||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Issuance of common stock, shares | 195,062,000 | ||
Share issued and outstanding for exchange | 195,062,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
GOING CONCERN | |||
Net Loss | $ (748,265) | $ (1,040,797) | |
Accumulated deficit | (11,185,878) | $ (10,437,613) | |
Working capital | $ (5,287,308) |
SUMMARY OF SIGNIFCANT ACCOUNTIN
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Exchange rate period end | 0.6520 | 0.6812 | 0.6947 |
Average | 0.6589 | 0.6640 | 0.7369 |
SUMMARY OF SIGNIFCANT ACCOUNT_2
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 AUD ($) | |
Research and development | $ 664,011 | ||
Accounts payable and accrued expenses | $ 664,011 | ||
Australia | |||
Cash, FDIC Insured | $ 250,000 | ||
United States | |||
Cash, FDIC Insured | $ 250,000 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - SeaPort Inc. - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 06, 2024 | |
Maximum loan amount | $ 50,000 | $ 1,000,000 |
Interest rate | 5% | |
Debt maturiy datte | Mar. 06, 2027 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Total Loan Payable | $ 2,890,693 | $ 2,720,549 |
Total accrued interest | 93,842 | 77,964 |
Total Due to related party | 4,999 | 4,999 |
Apple ISports Investment Group Pty [Member] | ||
Total Loan Payable | 169,816 | 177,420 |
Total accrued interest | 9,168 | 8,251 |
Cres Discretionary Trust [Member] | ||
Total Loan Payable | 2,336,768 | 2,145,875 |
Total accrued interest | 73,901 | 60,752 |
ABA Investment Group Pty Ltd [Member] | ||
Total Loan Payable | 293,588 | 306,734 |
Total accrued interest | 10,773 | 8,961 |
Utti Oco Pty [Member] | ||
Total Loan Payable | 68,970 | 68,970 |
Mt Wills Gold Mines Pty [Member] | ||
Total Loan Payable | 21,550 | 21,550 |
Due to Director | ||
Total Due to related party | $ 4,999 | $ 4,999 |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) | Apr. 08, 2022 | Mar. 31, 2022 | May 30, 2019 |
Apple ISports Investment Group Pty [Member] | |||
Interest Rate | 3% | ||
Ownership percentage | 100% | ||
Cres Discretionary Trust [Member] | |||
Interest Rate | 3% | ||
ABA Investment Group Pty Ltd [Member] | |||
Interest Rate | 3% | ||
Ownership percentage | 100% | ||
Utti Oco Pty [Member] | |||
Interest Rate | 3% | ||
Mt Wills Gold Mines Pty [Member] | |||
Interest Rate | 3% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Australia | |
Effective income tax rate statutory | 25% |
United States | |
Effective income tax rate federal | 21% |
Effective income tax rate state | 8.70% |
Federal net operating loss carry forward limited | 80% |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Feb. 16, 2024 | Jun. 20, 2023 | Mar. 23, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | May 05, 2022 | |
STOCKHOLDERS DEFICIT | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 10,000,000 | ||||
Increase authorized shares of common stock | 500,000,000 | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 200,000,000 | ||||
Increase authorized shares of preferred stock | 50,000,000 | ||||||
Issuance of common stock, shares | 2,590,400 | 80,000 | 195,062,000 | ||||
Stock price | $ 1.25 | ||||||
Proceeds from sale of common stock | $ 647,600 | $ 100,000 | $ 647,600 | $ 0 | |||
Common stock reissued purchase warrants | 31,000 | ||||||
Treasury stock share acquired | $ 52,954 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Australia - AUD ($) | 1 Months Ended | |
Apr. 30, 2024 | Apr. 16, 2024 | |
Interest waived in shares | 1,000,000 | |
Accounts payable reversed | $ 1,000,000 | |
Forgiveness of debt income | $ 1,000,000 |