U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: June 30, 2023

 

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

 

For the transition period from ________ to _________

 

Commission file number: 333-206764

 

APPSOFT TECHNOLOGIES, INC.

(Name of Small Business Issuer in its charter)

 

Nevada

47-3427919

(State or other jurisdiction of Identification No.)

(I.R.S. Employer incorporation or organization)

 

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

Address of registrant's principal executive offices

 

          (516) 224-7717                 

Issuer’s telephone number

 

 (Former name, former address and former

fiscal year, if changed since last report)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

common stock, par value $0.001 per share

 

ASFT

 

OTCQB

 

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 an emerging growth company.

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

Emerging Growth Company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

At August 21, 2023, there were 4,153,103 shares of common stock outstanding.

 

 

 

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

AppSoft Technologies, Inc.

Balance Sheets

 

 

 

 

 

 

 

 

 

As of

 

 

As of

 

 

 

June 30, 2023 (Unaudited)

 

 

December 31, 2022 (Audited)

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$14

 

 

$5

 

TOTAL CURRENT ASSETS

 

 

14

 

 

 

5

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$14

 

 

$5

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

Accounts Payable and Accruals

 

 

10,437

 

 

 

21,124

 

Accrued Interest

 

 

23,671

 

 

 

20,097

 

TOTAL CURRENT LIABILITIES

 

 

34,108

 

 

 

41,221

 

 

 

 

 

 

 

 

 

 

Note Payable

 

 

377,543

 

 

 

328,716

 

TOTAL LIABILITIES

 

 

411,651

 

 

 

369,937

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,936,000 and 1,936,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)

 

$193

 

 

$193

 

Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,504,103 and 4,504,103 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)

 

 

449

 

 

 

449

 

Additional Paid in Capital

 

 

533,858

 

 

 

533,858

 

Accumulated Deficit

 

 

(946,137)

 

 

(904,432)

TOTAL STOCKHOLDER'S EQUITY (DEFICIT

 

 

(411,637)

 

 

(369,932)

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)

 

$14

 

 

$5

 

 

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

 

 
2

 

 

AppSoft Technologies, Inc.

 Statements of Operations

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2023 (Unaudited)

 

 

2022 (Unaudited)

 

 

2023 (Unaudited)

 

 

2022 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Total Revenue

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, General and Administrative

 

 

4,379

 

 

 

3,714

 

 

 

5,787

 

 

 

7,886

 

Interest Expense

 

 

1,863

 

 

 

1,575

 

 

 

3,573

 

 

 

3,107

 

Outside Services

 

 

890

 

 

 

174

 

 

 

1,865

 

 

 

1,629

 

Professional Fees

 

 

15,400

 

 

 

3,840

 

 

 

38,380

 

 

 

4,690

 

Total Expense

 

 

22,532

 

 

 

9,303

 

 

 

49,605

 

 

 

17,312

 

Loss from operations

 

$(22,532)

 

$(9,303)

 

$(49,605)

 

$(17,312)

Other Income/Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income on Extinguishment of Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

$-

 

 

$-

 

 

$7,900

 

 

$-

 

NET LOSS

 

 

(22,532)

 

 

(9,303)

 

 

(41,705)

 

 

(17,312)

Weighted average common shares outstanding, basic and fully diluted

 

 

4,504,103

 

 

 

4,504,103

 

 

 

4,504,103

 

 

 

4,504,103

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and fully diluted net loss per common share:

 

$(0.01)

 

$(0.00)

 

$(0.01)

 

$(0.00)

 

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

 

 
3

 

 

AppSoft Technologies, Inc.

Statements of Cash Flows

 

 

 

For six months ended June 30,

 

 

 

2023 (Unaudited)

 

 

2022 (Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$(41,705)

 

$(17,312)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

to net cash provided by (used in) operations:

 

 

 

 

 

 

 

 

Changes in Assets and Liabilities:

 

 

 

 

 

 

 

 

Increase (decrease) in Accounts Payable and Other Accruals

 

 

(10,687)

 

 

1

 

Increase (decrease) in Accrued Interest Expense

 

 

3,574

 

 

 

3,106

 

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

(48,818)

 

 

(14,205)

CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Note Payable - borrowings

 

 

48,827

 

 

 

13,890

 

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

 

 

48,827

 

 

 

13,890

 

 

 

 

 

 

 

 

 

 

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

9

 

 

 

(315)

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS,

 

 

 

 

 

 

 

 

BEGINNING OF THE PERIOD

 

 

5

 

 

 

325

 

 

 

 

 

 

 

 

 

 

END OF THE PERIOD

 

$14

 

 

$10

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

CASH PAID DURING THE PERIOD FOR:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Taxes

 

$-

 

 

$-

 

 

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

 

 
4

 

 

AppSoft Technologies, Inc.

Statement of Stockholders' Equity

 

For the six months ended

June 30, 2023 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Paid-in

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balances, January 1, 2023

 

 

4,504,143

 

 

$449

 

 

 

1,936,000

 

 

$193

 

 

$533,858

 

 

$(904,432)

 

$(369,932)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(41,705)

 

$(41,705)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2023

 

 

4,504,143

 

 

$449

 

 

 

1,936,000

 

 

$193

 

 

$533,858

 

 

$(946,137)

 

$(411,637)

 

For the six months ended

June 30, 2022 (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Paid-in

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balances, January 1, 2022

 

 

4,504,143

 

 

$449

 

 

 

1,936,000

 

 

$193

 

 

$533,858

 

 

$(872,993)

 

$(338,493)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,312)

 

$(17,312)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2022

 

 

4,504,143

 

 

$449

 

 

 

1,936,000

 

 

$193

 

 

$533,858

 

 

$(890,305)

 

$(355,805)

 

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

 

 
5

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

NOTE A—BUSINESS ACTIVITY

 

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

 

NOTE B—GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $946,137 and cash used in operations of $48,818 at the period ended June 30, 2023.

 

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

 

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

 

 
6

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

 

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

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

 

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

 

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

 

 
7

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

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

 

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There was a total of 1,936,000 upon conversion of preferred stock as of June 30, 2023.

 

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

 

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

 

Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of June 30, 2023 and 2022, the balance in Accounts Receivable was $0 and $0.

 

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended June 30, 2023 and 2022.

 

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

 

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

 

defined by Paragraph 820-10-35-37 are described below:

 

 

Level 1

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

 

Level 2

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

 

Level 3

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

 

 
8

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

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

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended June 30, 2023 and 2022.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2023, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended June 30, 2023 and 2022.

 

Recently Issued Accounting Pronouncements

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 

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

 

NOTE D-SEGMENT REPORTING

 

The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2023 and 2022.

 

 
9

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

NOTE E-CAPITAL STOCK

 

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

 

Total issued and outstanding shares of common stock is 4,504,103 and 4,504,103 as of June 30, 2023 and June 30, 2022, respectively.

 

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of June 30, 2023 and June 30, 2022, respectively.

 

The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $.0001 par value per share. During the period from inception (March 24, 2015) through December 31, 2016, the Company issued 2,000,000 shares of preferred stock at $.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Phone Apps with a fair market value of $50,000 for a total of $100,000. The shares of “Preferred Stock” are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share. The holder of the “Preferred Stock” may not convert any portion of the “Preferred Stock” if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61st day after such notice is delivered

  

to the Company.  Upon a liquidation event, the Company shall first pay to the holders of the “Preferred Stock” an amount per share equal to the Original Issue Price (i.e., $0.05 per share of Series A Preferred Stock), plus all accrued and unpaid dividends on each share of Series A Preferred Stock (the “Series A Preference Amount”). After full payment of the liquidation preference amount to the holders of the “Preferred Stock,” the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the “Preferred Stock” on an as-if-converted-basis. The Series A Preferred Stock ranks senior to the Company’s common stock and senior to any other shares of preferred stock the Company may issue in the future.

 

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

 

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

 

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

 

Capital Contributions

 

Brian Kupchik, President, and CEO made no capital contributions during the six months ended June 30, 2023 and June 30, 2022.

 

NOTE F – INCOME TAX

 

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

 

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of June 30, 2023 is approximately $948,000 and as of June 30, 2022 is $890,300 approximately. The total deferred tax assets are approximately $199,000 and $187,000 for the periods ended June 30, 2023 and 2022, respectively.

 

 
10

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

 

NOTE F – INCOME TAX—CONT’D

 

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

 

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

 

NOTE G--NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

 

The total amount of the Notes Payable is $377,543 and bears interest at 2% per year. Interest expense for the periods ended June 30, 2023 and 2022 were $3,573 and $3,107, respectively. Total accrued interest as of June 30, 2023 is $23,671.

 

Detail of the Notes Payable is as follows:

 

2018 Notes Payable

 

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

 

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

 

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

 

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

 

2019 Notes Payable

 

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

 

BGS Drawdown Promissory Note

 

On September 30, 2020, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. (“BGS”) under which the Company is entitled to borrow up to an aggregate of $150,000 during the 2020 and 2021 calendar years (the “Drawdown Note”). The original drawdown amount was $50,000 but has been increased to $150,000 in 2021. Under the Drawdown Note, the Company must request a drawdown against the instrument not less than three days prior to the date on which it requires the proceeds stating the amount of the drawdown and the purposes to which the proceeds will be applied. BGS is entitled to approve or decline an advance of all or a portion of the drawdown request. The unpaid principal amount of the Drawdown Note bears interest at the rate of 2% per year. On October 17, 2022, BGS agreed to extend the maturity date

 

 
11

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

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

 

of the Drawdown Note to December 31, 2024. On January 1, 2023, the parties agreed to increase the amount available under the Drawdown Note from $150,000 to $400,000.

 

 

·

During the year 2020, $38,800 of the drawdown was borrowed.

 

 

 

 

·

During the year 2021, $62,721 of the drawdown was borrowed.

 

 

 

 

·

During the year 2022, $24,775 of the drawdown was borrowed.

 

 

 

 

·

During the 1st quarter of 2023, $19,323 of the drawdown was borrowed.

 

 

 

 

·

During the 2nd quarter of 2023, $29,504 of the drawdown was borrowed.

 

As of June 30, 2023, the Company has borrowed an aggregate of $175,123 from BGS under the Drawdown Note and the sum of $224,877 remains available for advances thereunder.

 

NOTE H—WRITE-OFF OF PAYABLES

 

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

 

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

 

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

 

Nature of Liability

 

Amount

 

 

Date Created

 

Written Instrument

 

Maturity Date

 

Date on which Statute of Limitations Expired

 

Accounts payable

 

$7,900

 

 

July 2015

 

Engagement Letter

 

None

 

July 2021

 

 

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

 

 
12

 

 

APPSOFT TECHNOLOGIES

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

 

NOTE I—MATERIAL EVENTS/SUBSEQUENT EVENTS

 

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

 

Subsequent Events

 

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements and has determined no subsequent events have occurred.

 

Material Events

 

On October 17, 2022, BGS agreed to extend the maturity date of the Drawdown Note to December 31, 2024. On January 1, 2023, the parties agreed to increase the amount available under the Drawdown Note from $150,000 to $400,000.

  

 
13

 

 

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

 

Forward Looking Statements

 

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

 

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

 

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

 

 

●

Our ability to obtain financing as and when needed on acceptable terms.

 

●

Our failure to develop or acquire and publish new Apps that achieve market acceptance or we do not continue to enhance our existing Apps.

 

●

Our inability to maintain a good relationship with the markets where our Apps are distributed.

 

●

Our ability to develop our eSports business and generate revenue from sales, sponsorships, merchandise and advertiser supporter content;

 

●

Our inability to keep pace with technological changes and market conditions in the Apps industry.

 

●

Our inability to compete against a wide range of companies that market Apps, many of which have significantly greater resources than we do.

 

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

 

Overview

 

We develop, publish and market Apps for smartphones and tablet devices. We derive revenue from sales, or downloads, of our Apps and from advertisements published on our ad-supported game titles. During the quarter ended June 30, 2023, we did not generate any revenue. During 2022, we explored new game development ideas and other aspects of video game reporting. Over the course of 2023, we expect to generate revenue from the sale of software titles that we are developing for our own account, from titles that were developed by third-parties which we acquired and from titles that have been developed for our benefit. Operating margins are dependent in part upon our ability to release new, commercially successful software products and to manage effectively their development costs. We also expect to generate revenue from our eSports business as we seek to re-launch Esports Reporter with more focus on video gameplay.

 

Our Apps titles include games designed to appeal to a broad cross section of consumers. We offer all of our game titles in both a free advertisement-supported version and a paid version that does not display ads. We believe that the ad supported versions allow for wider dissemination of our titles to consumers who might not otherwise spend money for an App without first playing the game.

 

 
14

 

 

We market, sell and distribute our games through as Apple’s App 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 expect 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 have been growing our Esports efforts from a simple news site to in-depth interviews with current and former champions, and now we are moving into video gameplay content.

 

We have been constrained in our development and acquisition activities by a lack of cash. Our ability to pursue and achieve our objectives is predicated on our receipt of meaningful revenue from sales of our existing Apps and those we may release in the future and from our ability to 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 identified 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 audience utilizing an array of proven techniques, including generating revenue from sales, sponsorships, merchandise, and advertiser supported content. We expect to direct a significant percentage of our capital resources on Esportsreporter.com during 2022. We continue to invest in Esportreporter.com, mainly in video gameplay and expect to continue to direct capital and 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 ability to achieve and sustain profitability will depend not only on our ability to generate meaningful our revenues, but also on our ability to manage our operating expenses. Currently, we have one full-time employee, who receives compensation when and as determined by the Board. For the foreseeable further, we expect to utilize the services of independent contractors and consultants, who we believe are readily available for our purposes, in order to manage our personnel costs. We also will continue to maintain a virtual office as long as our operations permit us to do so to contain our office space overhead.

 

 
15

 

 

We require significant additional capital to fund the development of Apps in process that we have developed internally or acquired from third parties during the last year. We also require capital to fund marketing initiatives for our existing products and the launch and marketing of Apps in development. We cannot be sure that the additional capital we require will be available on acceptable terms or at all. If adequate funds are not available on acceptable terms or at all, we may be unable to develop or enhance our services and products, take advantage of future opportunities, repay debt obligations as they become due, or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.

 

Results of Operations for the Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022 (unaudited)

 

The following table presents our results of operations for the three months ended June 30, 2023 and 2022:

 

 

 

Three Months Ended  June 30,

 

 

 

2023

 

 

2022

 

Revenue

$ 

 

 

 

$

-

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Selling, General and Administrative

 

 

4,379

 

 

 

3,714

 

Interest Expense

 

 

1,863

 

 

 

1,575

 

Outside Services

 

 

890

 

 

 

174

 

Professional Fees

 

 

15,400

 

 

 

3,840

 

Total Expenses

 

 

22,532

 

 

 

9,303

 

Net loss from operations

 

$(22,532)

 

$(9,303)

 

Results of Operations for the Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022 (unaudited).

 

The following table presents our results of operations for the six months ended June 30, 2023 and 2022:

 

 

 

Six Months Ended June 30,

 

 

 

2023

 

 

2022

 

Revenue

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Selling, General and Administrative

 

 

5,787

 

 

 

7,886

 

Interest Expense

 

 

3,573

 

 

 

3,107

 

Outside Services

 

 

1,865

 

 

 

1,629

 

Professional Fees

 

 

38,380

 

 

 

4,690

 

Total Expenses

 

 

49,605

 

 

 

17,312

 

Net loss from operations

 

$(49,605)

 

$(17,312)

 

Liquidity and Capital Resources

 

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

 

 
16

 

 

As of June 30, 2023, we had working capital deficit of $33,094, compared to working capital deficit of $41,216 at December 31, 2022.

 

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

 

Over the last several years, we have been borrowing cash from Empire State Financial Inc., Bryan Glass Securities, Inc. and their related parties to fund our operations. As of June 30, 2023, we had borrowed an aggregate of $377,543 from these parties, which includes $48,827 borrowed during the six months ended June 30, 2023 under a Drawdown Note that provides for a line of credit in an amount up to $400,000. The principal amount borrowed under the Drawdown Note bears interest at the rate of 2% per year and matures on December 31, 2024. As of June 30, 2023, we had borrowed an aggregate of $175,123 under the Drawdown Note and the sum of $224,877 remains available for advances.

 

Our primary requirements for liquidity and capital are to fund the development of Esports platform, and the development and acquisition of new Apps and for sales and marketing initiatives in connection with the launch and promotion of our games, as well as for working capital to fund our general corporate needs, including filing reports under the federal securities laws. We work with independent game designers, developers and programmers who provide us with new ideas and titles to publish. We also are soliciting new games and concepts that we may acquire from third parties.

 

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

 

Our cash on hand and cash flow from operations are not sufficient to fund our existing operations or support our desired development and acquisition strategy or required in connection with launching, marketing and promoting our games. Over the last twelve months, we have been using the proceeds from loans to fund our operations. We are seeking to identify meaningful sources of capital to fund the entire range of our operations and development activities, though we cannot provide any assurance that we will identify any such sources of capital. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities or through other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will continue to constrain our operations, including App development and marketing, and restrict our ability to grow. If we are unable to obtain additional financing, we may possibly have to cease our operations.

 

Cash Flows:

 

The following table presents summary cash flow information:

 

 

 

For the six months ended

June 30, 2023

 

 

For the six months ended

June 30, 2022

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(48,818 )

 

$(14,205 )

Net cash used in investing activities

 

 

 

 

 

 

—

 

Net cash provided by financing activities

 

 

44,827

 

 

 

13,890

 

Net increase (decrease) in cash

 

$9

 

 

$(315 )

 

Contractual Commitments as of June 30, 2023

 

As of June 30, 2023, the Company had no contractual obligations (as such term is defined in Item 303 of Regulation S-K promulgated under the Securities Act), other than the loans from Empire State Financial Inc., Bryan Glass Securities, Inc. and their related parties as described above under the heading “—Liquidity and Capital Resources.”

 

 
17

 

 

Going Concern

 

The notes to our financial statements for the quarter ended June 30, 2023 and the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2022 include an explanatory paragraph with respect to our ability to continue as a going concern. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $946,137 and cash used in operations of $48,818 at June 30, 2023. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty

 

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

 

Off-Balance Sheet and Other Arrangements

 

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

 

Inflation

 

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

 

Critical Accounting Policies and Use of Estimates

 

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

 

The Company believes that its significant accounting policies affect its more significant estimates and judgments used in the preparation of its consolidated financial statements. Our significant accounting policies are described in Note C to our audited financial statements included in our annual report on Form 10-K for the period ended December 31, 2022. We do not believe that there has been any significant change in the Company’s critical accounting policies since December 31, 2022.

 

Recent Accounting Pronouncements

 

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

 

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

 

 
18

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended June 30, 2023. Based upon that evaluation, the Company’s PEO concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2023 due to the Company’s limited internal resources and lack of financial resources resulting in an inability to provide for multiple levels of transaction review.

 

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

 

Changes in Internal Controls

 

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
19

 

 

PART II--OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

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

 

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

 

None.

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4- MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 - OTHER INFORMATION

 

None.

 

 
20

 

 

ITEM 6 - EXHIBITS.

 

Exhibit

 

Description

 

 

 

31.1

 

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

31.2

 

Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

 

 

 

32.1*

 

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

101.INS

 

XBRL Instance Document

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

*

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

 

 
21

 

 

SIGNATURES

 

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

 

 

APPSOFT TECHNOLOGIES, INC.

 

 

 

 

 

Date: August 21, 2023

By:

/s/ Brian Kupchik

 

 

Name:

Brian Kupchik

 

 

Title:

President, Principal Executive Officer

and Principal Financial Officer

 

 

 
22
nullnullnullv3.23.2
Cover - shares
 6 Months Ended
Jun. 30, 2023
Aug. 21, 2023
Cover [Abstract]    
Entity Registrant Name APPSOFT TECHNOLOGIES, INC.  
Entity Central Index Key 0001651992  
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 Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Ex Transition Period false  
Entity Common Stock Shares Outstanding   4,153,103
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 333-206764  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 47-3427919  
Entity Address Address Line 1 1225 Franklin Avenue  
Entity Address Address Line 2 Suite 325  
Entity Address City Or Town Garden City  
Entity Address State Or Province NY  
Entity Address Postal Zip Code 11530  
City Area Code 516  
Local Phone Number 224-7717  
Security 12b Title common stock, par value $0.001 per share  
Trading Symbol ASFT  
Entity Interactive Data Current Yes  
v3.23.2
Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash $ 14 $ 5
TOTAL CURRENT ASSETS 14 5
TOTAL ASSETS 14 5
CURRENT LIABILITIES    
Accounts Payable and Accruals 10,437 21,124
Accrued Interest 23,671 20,097
TOTAL CURRENT LIABILITIES 34,108 41,221
Note Payable 377,543 328,716
TOTAL LIABILITIES 411,651 369,937
COMMITMENTS AND CONTINGENCIES 0 0
STOCKHOLDER'S EQUITY    
Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,936,000 and 1,936,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively) 193 193
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,504,103 and 4,504,103 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively) 449 449
Additional Paid in Capital 533,858 533,858
Accumulated Deficit (946,137) (904,432)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT (411,637) (369,932)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT) $ 14 $ 5
v3.23.2
Balance Sheet (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 1,000,000,000 1,000,000,000 1,000,000,000
Common Stock, Shares, Issued 4,504,103 4,504,103 4,504,103
Common Stock, Shares, Outstanding 4,504,103 4,504,103 4,504,103
Preferred Stock, shares outstanding 1,936,000   1,936,000
Series A Cumulative Convertible Preferred Stock [Member]      
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 10,000,000 10,000,000 10,000,000
Preferred Stock, shares issued 1,936,000 1,936,000 1,936,000
Preferred Stock, shares outstanding 1,936,000 1,936,000 1,936,000
v3.23.2
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Statements of Operations (Unaudited)        
Sales $ 0 $ 0 $ 0 $ 0
Total Revenue 0 0 0 0
EXPENSES:        
Selling, General and Administrative 4,379 3,714 5,787 7,886
Interest Expense 1,863 1,575 3,573 3,107
Outside Services 890 174 1,865 1,629
Professional Fees 15,400 3,840 38,380 4,690
Total Expense 22,532 9,303 49,605 17,312
Loss from operations (22,532) (9,303) (49,605) (17,312)
Income on Extinguishment of Debt        
Provision for Income Taxes     7,900  
NET LOSS $ (22,532) $ (9,303) $ (41,705) $ (17,312)
Weighted average common shares outstanding, basic and fully diluted 4,504,103 4,504,103 4,504,103 4,504,103
Basic and fully diluted net loss per common share: $ (0.01) $ (0.00) $ (0.01) $ (0.00)
v3.23.2
Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (41,705) $ (17,312)
Changes in Assets and Liabilities:    
Increase (decrease) in Accounts Payable and Other Accruals (10,687) 1
Increase (decrease) in Accrued Interest Expense 3,574 3,106
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (48,818) (14,205)
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:    
Note Payable - borrowings 48,827 13,890
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 48,827 13,890
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS 9 (315)
CASH AND CASH EQUIVALENTS,    
BEGINNING OF THE PERIOD 5 325
END OF THE PERIOD 14 10
CASH PAID DURING THE PERIOD FOR:    
Interest 0 0
Taxes $ 0 $ 0
v3.23.2
Statement of Stockholders' Equity (Unaudited) - USD ($)
Total
Common Stock
Preferred Stock
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021   4,504,143 1,936,000    
Balance, amount at Dec. 31, 2021 $ (338,493) $ 449 $ 193 $ 533,858 $ (872,993)
Net Loss (17,312) $ 0 $ 0 0 (17,312)
Balance, shares at Jun. 30, 2022   4,504,143 1,936,000    
Balance, amount at Jun. 30, 2022 (355,805) $ 449 $ 193 533,858 (890,305)
Balance, shares at Dec. 31, 2022   4,504,143 1,936,000    
Balance, amount at Dec. 31, 2022 (369,932) $ 449 $ 193 533,858 (904,432)
Net Loss (41,705) $ 0 $ 0 0 (41,705)
Balance, shares at Jun. 30, 2023   4,504,143 1,936,000    
Balance, amount at Jun. 30, 2023 $ (411,637) $ 449 $ 193 $ 533,858 $ (946,137)
v3.23.2
BUSINESS ACTIVITY
 6 Months Ended
Jun. 30, 2023
BUSINESS ACTIVITY  
BUSINESS ACTIVITY

NOTE A—BUSINESS ACTIVITY

 

AppSoft Technologies (the "Company”) was organized under the laws of the State of Nevada March 24, 2015. The Company’s fiscal year-end is December 31st. The Company develops innovative games/mobile apps and hosts an Esports/E-gaming platforms, including Esportsreporter, a leading news channel for all things esports and professional gaming. Coverage includes events with live reporters as well as conducting face-to-face and virtual interviews with professional players in the space. We are currently building a following on digital media to generate revenue from sales, sponsorships, or merchandise from our fanbase and advertisers published on our ad supported content.
v3.23.2
GOING CONCERN
 6 Months Ended
Jun. 30, 2023
GOING CONCERN  
GOING CONCERN

NOTE B—GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $946,137 and cash used in operations of $48,818 at the period ended June 30, 2023.

 

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

 

To address these aforementioned, management has undertaken the following initiatives:  1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

 

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

 

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

 

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

 

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

 

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

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There was a total of 1,936,000 upon conversion of preferred stock as of June 30, 2023.

 

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

 

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

 

Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of June 30, 2023 and 2022, the balance in Accounts Receivable was $0 and $0.

 

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended June 30, 2023 and 2022.

 

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

 

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

 

defined by Paragraph 820-10-35-37 are described below:

 

 

Level 1

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

 

Level 2

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

 

Level 3

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

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended June 30, 2023 and 2022.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2023, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended June 30, 2023 and 2022.

 

Recently Issued Accounting Pronouncements

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.
v3.23.2
SEGMENT REPORTING
 6 Months Ended
Jun. 30, 2023
SEGMENT REPORTING  
NOTE D - SEGMENT REPORTING

NOTE D-SEGMENT REPORTING

 

The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2023 and 2022.
v3.23.2
CAPITAL STOCK
 6 Months Ended
Jun. 30, 2023
CAPITAL STOCK  
CAPITAL STOCK

NOTE E-CAPITAL STOCK

 

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

 

Total issued and outstanding shares of common stock is 4,504,103 and 4,504,103 as of June 30, 2023 and June 30, 2022, respectively.

 

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of June 30, 2023 and June 30, 2022, respectively.

 

The Company is authorized to issue 10,000,000 Series A Cumulative, Convertible Preferred Shares (Preferred Stock) at $.0001 par value per share. During the period from inception (March 24, 2015) through December 31, 2016, the Company issued 2,000,000 shares of preferred stock at $.05 per share to Ventureo, LLC in exchange for $50,000 in cash and Phone Apps with a fair market value of $50,000 for a total of $100,000. The shares of “Preferred Stock” are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.005 per share. The holder of the “Preferred Stock” may not convert any portion of the “Preferred Stock” if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61st day after such notice is delivered

  

to the Company.  Upon a liquidation event, the Company shall first pay to the holders of the “Preferred Stock” an amount per share equal to the Original Issue Price (i.e., $0.05 per share of Series A Preferred Stock), plus all accrued and unpaid dividends on each share of Series A Preferred Stock (the “Series A Preference Amount”). After full payment of the liquidation preference amount to the holders of the “Preferred Stock,” the Company will then distribute the remaining assets to holders of common stock, other junior preferred shares (if any) and the “Preferred Stock” on an as-if-converted-basis. The Series A Preferred Stock ranks senior to the Company’s common stock and senior to any other shares of preferred stock the Company may issue in the future.

 

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

 

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

 

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

 

Capital Contributions

 

Brian Kupchik, President, and CEO made no capital contributions during the six months ended June 30, 2023 and June 30, 2022.
v3.23.2
INCOME TAX
 6 Months Ended
Jun. 30, 2023
INCOME TAX  
INCOME TAX

NOTE F – INCOME TAX

 

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

 

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of June 30, 2023 is approximately $948,000 and as of June 30, 2022 is $890,300 approximately. The total deferred tax assets are approximately $199,000 and $187,000 for the periods ended June 30, 2023 and 2022, respectively.

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

 

The Company is not obligated to pay State Income Taxes because it is a Nevada corporation. The Company does not currently have any tax returns open for examination.
v3.23.2
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT
 6 Months Ended
Jun. 30, 2023
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT  
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

NOTE G--NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

 

The total amount of the Notes Payable is $377,543 and bears interest at 2% per year. Interest expense for the periods ended June 30, 2023 and 2022 were $3,573 and $3,107, respectively. Total accrued interest as of June 30, 2023 is $23,671.

 

Detail of the Notes Payable is as follows:

 

2018 Notes Payable

 

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

 

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

 

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

 

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

 

2019 Notes Payable

 

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

 

BGS Drawdown Promissory Note

 

On September 30, 2020, the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc. (“BGS”) under which the Company is entitled to borrow up to an aggregate of $150,000 during the 2020 and 2021 calendar years (the “Drawdown Note”). The original drawdown amount was $50,000 but has been increased to $150,000 in 2021. Under the Drawdown Note, the Company must request a drawdown against the instrument not less than three days prior to the date on which it requires the proceeds stating the amount of the drawdown and the purposes to which the proceeds will be applied. BGS is entitled to approve or decline an advance of all or a portion of the drawdown request. The unpaid principal amount of the Drawdown Note bears interest at the rate of 2% per year. On October 17, 2022, BGS agreed to extend the maturity date

of the Drawdown Note to December 31, 2024. On January 1, 2023, the parties agreed to increase the amount available under the Drawdown Note from $150,000 to $400,000.

 

 

·

During the year 2020, $38,800 of the drawdown was borrowed.

 

 

 

 

·

During the year 2021, $62,721 of the drawdown was borrowed.

 

 

 

 

·

During the year 2022, $24,775 of the drawdown was borrowed.

 

 

 

 

·

During the 1st quarter of 2023, $19,323 of the drawdown was borrowed.

 

 

 

 

·

During the 2nd quarter of 2023, $29,504 of the drawdown was borrowed.

 

As of June 30, 2023, the Company has borrowed an aggregate of $175,123 from BGS under the Drawdown Note and the sum of $224,877 remains available for advances thereunder.
v3.23.2
WRITE-OFF OF PAYABLES
 6 Months Ended
Jun. 30, 2023
WRITE-OFF OF PAYABLES  
WRITE-OFF OF PAYABLES

NOTE H—WRITE-OFF OF PAYABLES

 

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

 

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

 

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

 

Nature of Liability

 

Amount

 

 

Date Created

 

Written Instrument

 

Maturity Date

 

Date on which Statute of Limitations Expired

 

Accounts payable

 

$7,900

 

 

July 2015

 

Engagement Letter

 

None

 

July 2021

 

 

Therefore, the Company made the decision to write-off the Payable totaling $7,900. As of March 31, 2023, the write-off of the $7,900 resulted in a Gain on Extinguishment of Debt which was reported on the Statement of Operations for the year ended December 31, 2022 —per ASC Section 470-50-40. ASC Section 470-50-40 (Debt Modification and Extinguishments), considers the extinguishment of the debt to an unrelated party results in a Gain on Extinguishment of Debt which has been reported on the Statement of Operations.
v3.23.2
MATERIAL EVENTS SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2023
MATERIAL EVENTS SUBSEQUENT EVENTS  
MATERIAL EVENTS/SUBSEQUENT EVENTS

NOTE I—MATERIAL EVENTS/SUBSEQUENT EVENTS

 

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

 

Subsequent Events

 

The Company evaluated for subsequent events through the issuance date of the Company’s financial statements and has determined no subsequent events have occurred.

 

Material Events

 

On October 17, 2022, BGS agreed to extend the maturity date of the Drawdown Note to December 31, 2024. On January 1, 2023, the parties agreed to increase the amount available under the Drawdown Note from $150,000 to $400,000.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

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

 

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

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

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

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

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

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There was a total of 1,936,000 upon conversion of preferred stock as of June 30, 2023.
Deferred Taxes

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

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

Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of June 30, 2023 and 2022, the balance in Accounts Receivable was $0 and $0.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended June 30, 2023 and 2022.
Stock-Based Compensation

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

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

 

defined by Paragraph 820-10-35-37 are described below:

 

 

Level 1

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

 

Level 2

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

 

Level 3

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

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended June 30, 2023 and 2022.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2023, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended June 30, 2023 and 2022.
Recently Issued Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

 

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows.
v3.23.2
WRITE-OFF OF PAYABLES (Tables)
 6 Months Ended
Jun. 30, 2023
WRITE-OFF OF PAYABLES  
Schedule of existing liability time barred

Nature of Liability

 

Amount

 

 

Date Created

 

Written Instrument

 

Maturity Date

 

Date on which Statute of Limitations Expired

 

Accounts payable

 

$7,900

 

 

July 2015

 

Engagement Letter

 

None

 

July 2021

 
v3.23.2
GOING CONCERN (Details Narrative) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
GOING CONCERN      
Accumulated Deficit $ (946,137)   $ (904,432)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (48,818) $ (14,205)  
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock 1,936,000  
Accounts Receivable $ 0 $ 0
v3.23.2
CAPITAL STOCK (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended 21 Months Ended
Jun. 30, 2021
Jun. 30, 2023
Dec. 31, 2016
Dec. 31, 2022
Jun. 30, 2022
Common Stock, Shares, Outstanding   4,504,103   4,504,103 4,504,103
Common Stock, Shares, Issued   4,504,103   4,504,103 4,504,103
Common Stock, Shares Authorized   1,000,000,000   1,000,000,000 1,000,000,000
Common Stock, Par or Stated Value Per Share   $ 0.0001   $ 0.0001 $ 0.0001
Original Issue Price   0.05      
Common Stock, Convertible, Conversion Price, Decrease   $ 0.0002      
Preferred Stock, Shares Outstanding   1,936,000     1,936,000
Maximum [Member]          
Common Stock, Convertible, Conversion Price, Decrease   $ 0.005      
Convertible Preferred Stock ,Beneficially Ownership Percentage     9.99%    
Series A Cumulative Convertible Preferred Stock [Member]          
Preferred Stock, Share Authorized   10,000,000   10,000,000 10,000,000
Preferred Stock, Par or Stated Value Per Share   $ 0.0001   $ 0.0001 $ 0.0001
Preferred Stock, Shares Issued   1,936,000   1,936,000 1,936,000
Preferred Stock, Shares Outstanding   1,936,000   1,936,000 1,936,000
Common Stocks Member          
Preferred Shares Converted to Common Shares 350,000        
Convertible preferred stock, shares 1,400        
Series A Preferred Stock [Member]          
Preferred Stock, Share Authorized   10,000,000      
Preferred Stock, Par or Stated Value Per Share   $ 0.0001      
Series A Preferred Stock [Member] | Ventureo LLC [Member]          
Preferred Stock, Par or Stated Value Per Share     $ 0.05    
Proceeds from Issuance of Preferred Stock and Preference Stock     $ 50,000    
Stock Issued During Period, Value, New Issues     $ 100,000    
Preferred Stock, Shares Issued     2,000,000    
Convertible Preferred Stock Conversion Price     $ 0.05    
Payments to Acquire Productive Assets, Total     $ 50,000    
v3.23.2
INCOME TAX (Details Narrative) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
INCOME TAX    
Operating Loss Carryforwards $ 948,000 $ 890,300
Federal Statutory Income Tax Rate 21.00%  
Deferred Tax Assets $ 199,000 $ 187,000
Description of net operating loss carryforward expiry year the Company has net operating loss carry forwards that expire through 2030  
Income tax descriptions the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited  
v3.23.2
NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT (Details Narrative) - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Nov. 30, 2018
Promissory note               $ 160,314
Debt instrument interest rate, stated percentage 2.00%   2.00%          
Note Payable $ 377,543   $ 377,543   $ 328,716      
Interest Expense 1,863 $ 1,575 3,573 $ 3,107        
Accrued Interest $ 23,671   $ 23,671   20,097      
Common Stock, Convertible, Conversion Price, Decrease     $ 0.0002          
Bryan Glass Securities, Inc. [Member]                
Debt instrument interest rate, stated percentage 2.00%   2.00%          
Additional notes payable     $ 150,000 $ 150,000        
Proceeds from issuance preferred stock     50,000          
Drawdown amount increased $ 150,000   150,000          
Drawdown amount 19,323   29,504   $ 24,775 $ 62,721 $ 38,800  
Drawdown Note 175,123   175,123          
Advances drawdown Note $ 224,877   $ 224,877          
2018 Notes Payable [Member]                
Promissory note               $ 160,314
Debt instrument interest rate, stated percentage 2.00%   2.00%          
2019 Notes Payable [Member]                
Promissory note $ 42,106   $ 42,106          
Debt instrument interest rate, stated percentage 2.00%   2.00%          
Maximum [Member]                
Common Stock, Convertible, Conversion Price, Decrease     $ 0.005          
Drawdown amount increased $ 400,000   $ 400,000          
Minimum [Member]                
Common Stock, Convertible, Conversion Price, Decrease     $ 0.0002          
Drawdown amount increased $ 150,000   $ 150,000          
v3.23.2
WRITE-OFF OF PAYABLES (Details)
 6 Months Ended
Jun. 30, 2023
USD ($)
WRITE-OFF OF PAYABLES  
Accounts payable $ 7,900
v3.23.2
WRITE-OFF OF PAYABLES (Details Narrative)
 1 Months Ended
Jul. 31, 2016
USD ($)
WRITE-OFF OF PAYABLES  
Total write-off payable amount $ 7,900
Gain on Extinguishment of Debt $ 7,900
v3.23.2
MATERIAL EVENTS SUBSEQUENT EVENTS (Details Narrative)
 6 Months Ended
Jun. 30, 2023
MATERIAL EVENTS SUBSEQUENT EVENTS  
Description Related to Promissory Note On January 1, 2023, the parties agreed to increase the amount available under the Drawdown Note from $150,000 to $400,000
Maturity Date Extend of Drawdown Promissory Note Dec. 31, 2024
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