AppSoft Technologies (OTC: ASFT) posts 2025 loss and flags going concern risk

Rhea-AI Filing Summary

AppSoft Technologies, Inc. filed its annual report showing no revenue in 2024 or 2025 and a net loss of $93,642 for 2025, up from $60,846 in 2024. Total liabilities were $572,284 at year-end 2025 against cash of $7, resulting in a stockholders’ deficit of $572,277.

The company has paused its legacy Apps and Esportsreporter operations and is focusing on its Gamerfy game incubator and a new AI-focused e-learning venture called AI Profit Lab. Operations are funded largely through a related-party Drawdown Promissory Note with $324,123 outstanding at 2% interest and a going concern warning from the auditor and management.

Positive

• None.

Negative

• Going concern uncertainty: Both management and the independent auditor state that recurring losses, minimal cash and limited operations raise substantial doubt about AppSoft’s ability to continue as a going concern.
• No revenue and widening losses: The company generated no revenue in 2025 or 2024 while its net loss increased to $93,642 in 2025 from $60,846 in 2024.
• Leverage and deficit: Total liabilities of $572,284, including $526,543 owed to a related party, and a stockholders’ deficit of $572,277 leave very limited balance sheet flexibility.

Insights

Small-cap fundamentals analyst

AppSoft shows no revenue, rising losses and heavy reliance on related-party debt, with a formal going concern warning.

AppSoft reported $0 revenue and a net loss of $93,642 in 2025, widening from $60,846 a year earlier. Expenses were driven by professional fees and outside services while the business generated negligible operating cash, leading to year-end cash of just $7.

Liabilities reached $572,284, including $526,543 under a related-party note at 2% interest, and a stockholders’ deficit of $572,277. Both management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern, with future viability dependent on raising capital and successfully monetizing Gamerfy and AI Profit Lab.

Key Figures

2025 net loss: $93,642 2024 net loss: $60,846 Total liabilities: $572,284 +5 more

8 metrics

2025 net loss $93,642 Year ended December 31, 2025

2024 net loss $60,846 Year ended December 31, 2024

Total liabilities $572,284 As of December 31, 2025

Cash balance $7 As of December 31, 2025

Related-party note payable $526,543 Principal and interest outstanding at December 31, 2025

Stockholders’ deficit $572,277 As of December 31, 2025

Drawdown facility size $400,000 Maximum under BGS Drawdown Promissory Note

Interest rate on related-party debt 2% per year Applies to Drawdown Note and consolidated notes

Key Terms

going concern, Drawdown Promissory Note, Series A Cumulative, Convertible Preferred stock, smaller reporting company, +2 more

6 terms

going concern financial

"These circumstances raise substantial doubt about the Company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

Drawdown Promissory Note financial

"the Company executed a Drawdown Promissory Note in favor of Bryan Glass Securities, Inc."

Series A Cumulative, Convertible Preferred stock financial

"Series A Cumulative, Convertible Preferred stock ($ 0.0001 par value; 10,000,000 shares authorized..."

smaller reporting company regulatory

"We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

material weakness financial

"we have identified the following material weakness as of December 31, 2025"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

OTC Pink Sheets Open Market market

"Our common stock currently is quoted on the OTC Pink Sheets Open Market under the symbol “ASFT.”"

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 000-52901

APPSOFT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

1225 Franklin Avenue, Suite 325, Garden City, NY		11530
(Address of registrant’s principal executive offices)		(Zip Code)

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

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

Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered

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

common stock, par value $0.001 per share

(Title of Class)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes     ☐ No

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

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

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

The aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2025 was approximately $627,542.

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

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

At April 14, 2026, there were 4,495,198 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS			3
PART I			4
ITEM 1.	BUSINESS		4
ITEM 1A.	RISK FACTORS		7
ITEM 1B.	UNRESOLVED STAFF COMMENTS		7
ITEM 1C	CYBERSECURITY		8
ITEM 2.	PROPERTIES		8
ITEM 3.	LEGAL PROCEEDINGS		8
ITEM 4.	MINE SAFETY DISCLOSURES		8
PART II			9
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES		9
ITEM 6.	RESERVED		9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		13
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		14
ITEM 9A.	CONTROLS AND PROCEDURES		14
ITEM 9B.	OTHER INFORMATION		15
ITEM 9C	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III			16
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		16
ITEM 11.	EXECUTIVE COMPENSATION		18
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		20
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		21
PART IV			22
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		22
SIGNATURES			25

2

Table of Contents

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

Throughout this Annual Report, we make “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “target,” “should,” “could,” “potential,” “opportunity,” “goal,” or similar terminology. The forward-looking statements contained in this Annual Report are generally located in the material set forth under the headings “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” but may be found in other locations as well. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. Therefore, you should not rely on any of these forward-looking statements as predictions of future events. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties and other factors, including, among other things:

·	our ability to access additional financing;
·	our ability to identify, develop or acquire,  launch and enhance games that attract and retain a significant number of paying players;
·	expectations of growth in total consumer spending on gaming and esports;
·	our reliance on third-party platforms and our ability to track data on those platforms;
·	our ability to adapt to, and offer games that keep pace with, changing technology and evolving industry standards;
·	competition;
·	our dependence on independent game developers and esports content creators;
·	protection of our proprietary information and intellectual property;
·	security and integrity of our games and systems;
·	security breaches, cyber-attacks or other privacy or data security incidents, challenges or disruptions;
·	reliance on or failures in information technology and other systems;
·	loss of revenue due to unauthorized methods of playing our games;
·	laws and government regulations, both foreign and domestic, including those relating to data privacy and security, including with respect to the collection, storage, use, transmission, sharing and protection of personal information and other consumer data, and those laws and regulations that affect companies conducting business on the internet, including ours;
·	influence of certain stockholders, including decisions that may conflict with the interests of other stockholders;
·	failure to establish and maintain adequate internal control over financial reporting;
·	stock price volatility;
·	litigation and other liabilities relating to our business, including litigation and liabilities relating to consumer protection, employee matters, alleged service and system malfunctions, alleged intellectual property infringement and claims relating to our contracts and licenses;
·	our ability to pursue and execute new business initiatives;
·	our expectations of future growth that will place significant demands on our management and operations;
·	natural events and health crises that disrupt our operations or those of our providers or suppliers; and
·	U.S. and international economic and industry conditions.

Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in our filings with the SEC. Forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no and expressly disclaim any obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

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

3

Table of Contents

PART I

ITEM 1. BUSINESS

General

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

We own a portfolio comprising over 200 Apps titles including games designed to appeal to a broad spectrum of consumers. Historically, consumers have downloaded our Apps through the Apple App Store, a direct-to-consumer digital storefront. We have discontinued publishing and marketing our Apps for lack of the financial resources required to promote our products. We expect to resume publishing and marketing our Apps when resources permit, though we cannot assure investors when the resources will be available to do so, if ever. When we recommence publishing Apps, we expect to generate revenue from downloads of our paid Apps and from advertisements published on our ad supported titles. Over the last several years, we have not developed, acquired or released any new App titles because of our lack of financial resources.

During 2022, we introduced and focused our development efforts on our esports segments, which includes an e-gaming platform and a digital publication titled “Esportsreporter,” a news channel covering esports and professional gaming. We have generated only minimal revenue from our esports platform, all of which has been derived from paid advertising. We are currently exploring other entry points into the esports market which continues to thrive and grow.

During the first quarter of 2022, we launched a video game incubator, Gamerfy.com, through which we seek to identify, develop and commercialize new games conceived by third-party developers.

Currently, we have paused App sales and publication of Esportsreporter for lack of financial resources and we are focusing our efforts on developing App titles through our Gamerfy platform.

AI Profit Lab

In early 2025, AppSoft embarked on a venture we call AI Profit Lab.  It is primarily a login based E-Learning school where businesses and entrepreneurs can learn the latest practices and tools in the AI assisted business space.  In addition to the online classes, we have also been developing templates and prompt packs, which will be competitively priced as a pay per download.   

Our App Portfolio

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

Gamerfy App Incubator and App Development

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

Gamerfy provides a platform for us to identify independent game designers, developers and programmers and to monetize their Apps and ideas. In our Gamerfy model, game developers submit ideas and even partially developed games to us through the Gamerfy site. Our panel of experienced gamers select from many possible titles presented to us through the site to select the most appealing and exciting games. We explore the commercial viability of the concept and undertake an analysis of the cost to develop the App against its potential economic return. We conduct these analyses in-house. Subject to available capital, we plan to provide funding and access to studios, designers, coders and other resources to successfully launch and market new game titles. We will seek to acquire an ownership interest in the projects that we fund and commercialize. We expect Gamerfy to be the principal source of new games for us for the foreseeable future.

4

Table of Contents

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

Outside of the Gamerfy model, we may engage developers to create games for us or acquire titles and concepts directly from independent developers. In cases where we engage independent developers directly to create games for us, we may enter into services or consulting agreements with them that may provide us with exclusive publishing and marketing rights and require us to make development payments, to pay royalties based on product sales and to satisfy other conditions.

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

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

The description of our development efforts throughout this report is subject in all events to our acquiring the capital required to undertake such activities and we cannot provide investors with any assurance that will have capital available to us in the future.

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

Esports Platform

During 2022, we launched Esportsreporter.com, a news channel for a broad spectrum of esports and gaming. Gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 3 billion gamers globally, and esports is the major driver of this growth. At its peak, Esportsreporter retained 15 consultants who reported on all aspects of esports, including tournaments and players.

Esportsreporter was plagued by the various negative effects of Covid and never achieved the success that management expected. Management has determined to pause its efforts to grow the Esportsreporter brand but continues to believe that the esports industry has a bright future. Management currently is reevaluating Esportsreporter’s place in the market and may revive the business in a different configuration when the Company possesses the resources to relaunch the product.

Sales, Marketing and Distribution

Historically, we had marketed, sold and distributed our games Apps through Apple’s App Store, a global direct-to-consumer digital storefront. Currently, we have paused marketing, sales and distribution efforts with respect to our Apps and Esportsreporter products. We are focusing on the development new game Apps through our Gamerfy website and regularly discuss new product concepts with independent developers. We believe that we have developed name recognition and a cadre of contacts with which we can partner in the development of new titles. We expect that any new Apps tiles that we release will be available through Apple’s App Store.

5

Table of Contents

Competition

Developing, distributing and selling Apps is a highly competitive business, characterized by frequent product introductions and rapidly emerging new platforms, technologies and storefronts. With respect to competing for consumers of our game related Apps, we will compete primarily on the basis of game quality, brand and customer reviews. We will compete for promotional and digital storefront placement based on these factors, as well as our relationship with the storefront owner, historical performance, perception of sales potential and relationships with licensors of brands, properties and other content.

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

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

In addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies and individuals in all of our segments who are able to create and launch Apps and other content for these devices using relatively limited resources and with relatively limited start-up time or expertise. As an example of the competition that we face, as of the third quarter of end of 2025, the Apple App store offered over 472,000 game Apps for download. The proliferation of titles in these open developer channels makes it difficult for us to differentiate ourselves from other developers and to compete for players and users who purchase content for their devices without substantially increasing marketing or development costs.

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

	·	significantly greater financial and personnel resources;
	·	stronger brand and consumer recognition;
	·	the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;
	·	more substantial intellectual property of their own;
	·	lower labor and development costs and better overall economies of scale; and
	·	broader distribution and presence.

Intellectual Property

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

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

Government Regulation

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

Employees

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

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

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

Smaller Reporting Company Status

We qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as a company with a public equity float of less than $75 million. As a smaller reporting company we have reduced disclosure requirements for our public filings, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and, therefore, are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

The Company’s approach to cybersecurity is based on the nature of its operations, its size and its available resources. As of the date of this Annual Report, the Company has not adopted a standalone written cybersecurity risk management program and does not maintain a dedicated internal information security team. Instead, the Company manages cybersecurity risks through management oversight, use of standard security features provided by third-party service providers, account access controls, software updates, periodic backups and engagement of outside technology service providers on an as-needed basis.

The Company relies on third-party hosted services and software applications for certain aspects of its operations. In connection with the selection and use of those services, management considers, where appropriate, the provider’s reputation, service terms, reliability and security capabilities.

The Company’s President and Chief Executive Officer, who also serves as its principal financial officer, is responsible for day-to-day oversight of cybersecurity matters, including coordinating with outside service providers as appropriate and informing the Board of Directors of material cybersecurity matters.

The Board of Directors oversees risks from cybersecurity threats as part of its broader oversight of the Company’s business and operational risks. Because the Company currently has a single-member Board and no separate committees, the full Board retains direct oversight of cybersecurity matters.

As of the date of this Annual Report, the Company is not aware of any cybersecurity incident that has materially affected the Company, including its business strategy, results of operations or financial condition. However, cybersecurity threats continue to evolve, and the Company may from time to time enhance its processes and controls as its operations and resources develop.

ITEM 2. PROPERTIES

We currently maintain a virtual office at 1225 Franklin Avenue, Suite 325, Garden City, New York at a cost of $149 per month. We believe that this space is adequate for our current and foreseeable requirements.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

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

Market Information

Our common stock currently is quoted on the OTC Pink Sheets Open Market under the symbol “ASFT.” The market for our stock is highly illiquid and volatile. The market for our common stock is limited and subject to significant volatility. On April 10, 2026, the closing bid price of our common stock as reported by OTC Markets Group Inc. was $0.326 per share.

Holders

As of April 10, 2026, there were approximately 55 record holders and 4,495,198 shares of common stock outstanding.

Dividends

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

Recent Sales of Unregistered Securities

We did not issue any securities during fiscal 2026.

Securities Authorized for Issuance under Equity Compensation Plans

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

ITEM 6. [Reserved]

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

Overview

AppSoft Technologies, Inc. (“we,” “us,” or the “Company”) was incorporated in Nevada on March 24, 2015. Historically, we have developed, published and marketed mobile software applications for smartphones and tablet devices (“Apps”). In 2022, we introduced Esportsreporter, an e-gaming platform and a digital publication and online news channel covering esports and professional gaming and Gamerfy.com, through which we seek to identify, develop and commercialize new games conceived by third-party developers.

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

In early 2025, AppSoft embarked on a venture we call AI Profit Lab.  It is primarily a login based E-Learning school where businesses and entrepreneurs can learn the latest practices and tools in the AI assisted business space.  In addition to the online classes, we have also been developing templates and prompt packs, which will be competitively priced as a pay per download. We expect to devote the preponderance of our resources toward the development of this business vertical.

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

Our ability to pursue and achieve our objectives is predicated on our receipt of meaningful revenue from sales of Apps that we identify and from our ability to raise capital from outside sources. We require additional capital to fund the development and commercialization of Apps that we identify. We cannot be sure that the additional capital we require will be available on acceptable terms or at all. If adequate funds are not available on acceptable terms or at all, we may be unable to develop or commercialize products, take advantage of future opportunities or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition, and results of operations.

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

Results of Operations for the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

During the fiscal years ended December 31, 2025 and 2024, the Company did not engage in substantive business operations, did not generate any revenue and had minimal assets. During the fiscal year ended December 31, 2025, the Company incurred total expenses of $93,643, consisting principally of professional fees in connection with satisfying its reporting obligations under federal securities law, and fees to third party service providers for web development in connection with our Esports platform, and suffered a net loss of $93,642, as compared to the year ended December 31, 2024 in which the Company incurred operating expenses and a net loss of $60,847.

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Liquidity and Capital Resources

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

As of December 31, 2025, we had negligible assets and total liabilities of $572,284, of which $45,741 were current liabilities payable within the next twelve months. Of our total liabilities, $526,543 is attributable to the principal and interest due under a draw down promissory note which includes borrowings from 2018 through December 31, 2025 (the “Draw Down Note”). Comparably, as of December 31, 2024, we had minimal assets and total liabilities of $438,736 of which $36,193 were current liabilities payable within the next twelve months. Of our total liabilities, $442,543 was attributable to the principal and interest due under the Draw Down Note. As of December 31, 2025, we had a working capital deficit of $45,734 as compared to a working capital deficit of $36,092 as of December 31, 2024.

Our primary requirements for liquidity and capital are to fund the growth of Esportsreporter.com as well as the development and acquisition of new Apps and for sales and marketing initiatives in connection with the launch and promotion of our games, through Gamerfy as well as for working capital to fund our general corporate needs, including filing reports under the federal securities laws. We work with independent game designers, developers and programmers who provide us with new ideas and titles to publish. We also are soliciting new games and concepts that we may acquire from third parties. When we receive an idea for a new App, we research the commercial viability of the concept, undertaking an analysis of the cost to develop the App against its potential economic return. If we determine that the App is commercially viable, we may fund the cost of development, publication and marketing. Upon completion of development, we will own the App title. Developing and publishing free-to-play games will require considerable capital to develop, maintain and update, particularly games we may seek to develop around popular movie, television, toy other cultural phenomena that lend themselves to gamification.

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

Our cash on hand and cash flow from operations are not sufficient to fund our existing operations or support our desired development and acquisition strategy or required in connection with launching, marketing and promoting our games. Over the last several years, we have relied on loans from entities related to a stockholder for operating capital. In 2020, these loans were rolled up into a Drawdown Promissory Note which, as amended, provides for a total drawdown line of credit equal to $400,000 which matures on December 31, 2027. Under the Drawdown Promissory Note, as of December 31, 2025, there was an outstanding principal amount of $324,123, and $75,877 remained available for advances. The capital we have received and that remains available under the Drawdown Note is not sufficient to allow us to undertake significant development or marketing activities but will provide us with the capital required to support the Company’s minimal operations while we formulate our strategies for the next several quarters. We are seeking to identify sources of capital to fund the entire range of our operations and development activities; however, such capital may not be available to us on acceptable terms or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities or through other financing mechanisms. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will continue to constrain our operations, including App development and marketing, and restrict our ability to grow. If we are unable to obtain additional financing, we may possibly have to cease our operations.

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Cash Flows:

Operating Activities

Cash used in operations was $84,092 and $52,492 for the years ended December 31, 2025 and 2024, respectively. In 2025 and 2024, cash was mainly used to pay selling, general and administrative expenses and the cost of our outside professionals.

Investing Activities

We did not use any cash in investing activities during the years ended December 31, 2025 and 2024.

Financing Activities

Cash flow from financing activities was $84,000 and $52,585 for the years ended December 31, 2025 and 2024, respectively. These amounts were attributable to advances under the Drawdown Note received periodically over the course of the year.

Off-Balance Sheet and Other Arrangements

As of the date of this Annual Report, the Company does not have any off-balance sheet or similar arrangements.

Going Concern

The report of our independent auditor and Note B to the financial statements filed with this Annual Report indicate that the Company’s minimal operations to date and lack of fully established sources of revenue raise substantial doubt about the Company’s ability to continue as a going concern. For these reasons, our financial statements have been prepared assuming the Company will continue as a going concern, which assumes we will realize our assets and discharge our liabilities in the normal course of business. If we are unable to achieve these ends, we cannot assure you that we will be able to generate revenue to support our operations and continue operations.

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.

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Critical Accounting Policies and Use of Estimates

The preparation of our financial statements in accordance with United States Generally Accepted Accounting Principles, of GAAP, requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances in making judgments about the carrying value of assets and liabilities that are not readily available from other sources. We evaluate our estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.

Accounting policies are an integral part of our financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. Management believes that the critical accounting policies and estimates discussed below involve the most difficult management judgments, due to the sensitivity of the methods and assumptions used. Our significant accounting policies are described in Note 1 to our financial statements included elsewhere in this report.

Please see the financial statements filed with this report for a discussion of the accounting policies and estimates that are the most critical to our financial statement.

There are no recent accounting pronouncements published after December 31, 2025 that have a material effect on the financial statements presented herein.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (5041)		F-2
Balance Sheets		F-3
Statements of Operations and Comprehensive Loss		F-4
Statements of Cash Flows		F-5
Statements of Stockholders’ Equity for the year ended December 31, 2025		F-6
Statements of Stockholders’ Equity for the year ended December 31, 2024		F-7
Notes to Financial Statements		F-8

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MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

Vancouver, WA 98666

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors & Shareholders

Appsoft Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Appsoft Technologies, Inc. as of December 31, 2025 and 2024 and the related statements of operations, changes in stockholders’ deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the years then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the years December 31, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, although the Company has limited operations and it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2024.

PCAOB ID: 6108

Vancouver, Washington

April 14, 2026

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AppSoft Technologies, Inc.

Balance Sheets

		December 31, 2025				December 31, 2024
CURRENT ASSETS
Cash		$	7			$	101
TOTAL CURRENT ASSETS			7				101
TOTAL ASSETS		$	7			$	101
LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accruals			-				298
Accrued Interest - Related Party			45,741				35,895
TOTAL CURRENT LIABILITIES			45,741				36,193
Note Payable - Related Party			526,543				442,543
TOTAL LIABILITIES			572,284				478,736
COMMITMENTS AND CONTINGENCIES		$	-			$	-
STOCKHOLDER'S EQUITY
Series A Cumulative, Convertible Preferred stock ($0.0001 par value; 10,000,000 shares authorized; 1,936,000 and 1,936,000 shares issued and outstanding at December 31, 2025 and 2024, respectively)		$	193			$	193
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,495,198 and 4,495,198 shares issued and outstanding at December 31, 2025 and 2024, respectively)			449				449
Additional Paid in Capital			536,443				536,443
Accumulated Deficit			(1,109,362	)			(1,015,720	)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT)			(572,277	)			(478,635	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)		$	7			$	101

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

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AppSoft Technologies, Inc.

Statements of Operations

		For the Years Ended December 31,
		2025				2024
Sales		$	-			$	-
Total Revenue		$	-			$	-
EXPENSES:
Selling, General and Administrative			15,341				8,178
Interest Expense			9,847				8,354
Outside Services			31,195				9,340
Professional Fees			37,260				34,975
Total Expense			93,643				60,847
Loss from operations		$	(93,643	)		$	(60,847	)
Other Income/(Loss)
Interest Income		$	1			$	1
Provision for Income Taxes		$	-			$	-
NET LOSS			(93,642	)			(60,846	)
Weighted average common shares outstanding, basic and fully diluted			4,495,198				4,498,198
Basic and fully diluted net loss per common share:			(0.02	)			(0.01	)

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

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AppSoft Technologies, Inc.

Statements of Cash Flows

		For the Years Ended December 31,
		2025				2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(93,642	)		$	(60,846	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operations:
Changes in Assets and Liabilities:
Increase (decrease) in Accounts Payable and Other Accruals			(298	)			-
Increase (decrease) in Accrued Interest Expense			9,846				8,354
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(84,094	)			(52,492	)
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:
Note Payable - borrowings (Related Party)			84,000				50,000
Owner Contributions			-				2,585
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			84,000				52,585
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS			(94	)			93
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD			101				8
END OF THE PERIOD		$	7			$	101
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.

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AppSoft Technologies, Inc.

Statement of Stockholders' Equity

For the Year Ended
December 31, 2025
																		Additional
		Common Stock								Preferred Stock								Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balances, January 1, 2025			4,495,198			$	449				1,936,000			$	193			$	536,443			$	(1,015,720	)		$	(478,635	)
Net Loss			-				-				-				-				-				(25,594	)			(25,594	)
Balances, March 31, 2025			4,495,198				449				1,936,000				193				536,443				(1,041,314	)			(504,229	)
Net Loss			-				-				-				-				-				(30,396	)			(30,396	)
Balances, June 30, 2025			4,495,198			$	449				1,936,000			$	193			$	536,443			$	(1,071,710	)		$	(534,625	)
Net Loss			-				-				-				-				-				(18,830	)			(18,830	)
Balances, September 30, 2025			4,495,198			$	449				1,936,000			$	193			$	536,443			$	(1,090,540	)		$	(553,455	)
Net Loss			-				-				-				-				-				(18,822	)			(18,822	)
Balances, December 31, 2025			4,495,198			$	449				1,936,000			$	193			$	536,443			$	(1,109,362	)		$	(572,277	)

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

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AppSoft Technologies, Inc.

Statement of Stockholders' Equity

For the Year Ended
December 31, 2024
																		Additional
		Common Stock								Preferred Stock								Paid-in				Accumulated				Total
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balances, January 1, 2024			4,495,198			$	449				1,936,000			$	193			$	533,858			$	(954,874	)		$	(420,374	)
Net Loss			-				-				-				-				-				(14,986	)			(14,986	)
Balances, March 31, 2024			4,495,198				449				1,936,000				193				533,858				(969,860	)			(435,360	)
Net Loss			-				-				-				-				-				(13,739	)			(13,739	)
Balances, June 30, 2024			4,495,198			$	449				1,936,000			$	193			$	533,858			$	(983,599	)		$	(449,099	)
Capital Contributions			-				-				-				-				585				-				585
Net Loss			-				-				-				-				-				(11,042	)			(11,042	)
Balances, September 30, 2024			4,495,198			$	449				1,936,000			$	193			$	534,443			$	(994,641	)		$	(459,556	)
Capital Contributions			-				-				-				-				2,000				-				2,000
Net Loss			-				-				-				-				-				(21,079	)			(21,079	)
Balances, December 31, 2024			4,495,198			$	449				1,936,000			$	193			$	536,443			$	(1,015,720	)		$	(478,635	)

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

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NOTE A—BUSINESS ACTIVITY

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

NOTE B—GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $1,109,362 and cash used in operations of $84,094 at the period ended December 31, 2025.

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

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

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The results for interim financial statements are not necessarily indicative of the results of operations for the full year. Interim financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2025 and for the related periods presented.

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

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

Revenue Recognition- On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full retrospective or modified retrospective transition method.

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

The Company adopted this standard using the modified basis effective January 1, 2019, and given the Company's limited revenue, the modified retrospective basis has no material impact on prior years given the limited revenue.

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

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There was a total of 1,936,000 upon conversion of preferred stock as of December 31, 2025.

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

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

Accounts Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of December 31, 2025 and 2024, the balance in Accounts Receivable was $0 and $0.

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the periods ended December 31, 2025 and 2024.

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

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

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

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

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at the periods ended December 31, 2025 and 2024.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2025, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended December 31, 2025 and 2024.

Recently Issued Accounting Pronouncements

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

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

NOTE D-SEGMENT REPORTING

The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of December 31, 2025 and 2024.

NOTE E-CAPITAL STOCK

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

Total issued and outstanding shares of common stock is 4,495,198 and 4,495,198 as of December 31, 2025 and December 31, 2024, respectively.

Total issued and outstanding shares of preferred stock is 1,936,000 and 1,936,000 as of December 31, 2025 and December 31, 2024, respectively.

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NOTE E-CAPITAL STOCK – CONT’D

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

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

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

Capital Contributions

Brian Kupchik, President, and CEO made no capital contributions during the period ended December 31, 2025 and $2,585 in capital contributions during the period ended December 31, 2024.

NOTE F – INCOME TAX

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

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carry forward as of December 31, 2025 is approximately $1,109,000 and as of December 31, 2024 is $1,015,000 approximately. The total deferred tax assets are approximately $233,000 and $213,000 for the periods ended December 31, 2025 and 2024, respectively.

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

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

NOTE G—RELATED PARTY NOTES PAYABLE AND NOTE EXCHANGE AGREEMENT

The total amount of the Related Party Notes Payable is $526,543 and bears interest at 2% per year. Interest expense for the years ended December 31, 2025 and 2024 were $9,847 and $8,354, respectively. Total accrued interest as of December 31, 2025 is $45,741.

Details of the Related Party Notes Payable is as follows:

2018 Notes Payable

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

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

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

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

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

2019 Notes Payable

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

BGS Drawdown Promissory Note (Related Party)

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

	·	During the year 2020, $38,800 of the drawdown was borrowed.
	·	During the year 2021, $62,721 of the drawdown was borrowed.
	·	During the year 2022, $24,775 of the drawdown was borrowed.
	·	During the year 2023, $63,827 of the drawdown was borrowed.
	·	During the year 2024, $50,000 of the drawdown was borrowed.
	·	During the year 2025, $84,000 of the drawdown was borrowed.

As of December 31, 2025, the Company has borrowed an aggregate of $324,123 from BGS under the Drawdown Note and the sum of $75,877 remains available for advances thereunder.

NOTE H—MATERIAL EVENTS/SUBSEQUENT EVENTS

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

Subsequent Events

The Company evaluated for subsequent events from December 31, 2025 through April 14, 2026 (the issuance date of the Company’s financial statements) and has determined that the only subsequent event that has occurred is the additional $20,600 drawn from the BGS Drawdown Note.

Material Events

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

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based upon that evaluation, our Chief Executive Officer concluded that as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Under the supervision of our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework Internal Control—Integrated Framework (2013) as outlined by the Committee of Sponsoring Organizations of the Treadway Commission and guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025. We have identified the following material weakness as of December 31, 2025:

	·	Segregation of duties in the handling of cash, cash receipts and cash disbursements was not formalized, and
	·	Lack of an independent board to oversee management decisions and use of funds.

The foregoing weaknesses in our internal controls continue to exist as of the date of this report.

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Remediation of Material Weakness in Internal Control

Presently, it will be difficult to mitigate or eliminate the material weaknesses in our internal controls. We do not currently possess sufficient financial resources to engage the additional personnel required to alleviate the weaknesses that stem from the lack of segregation of duties in the handling of cash, cash receipts and cash disbursements was not formalized. Moreover, it is difficult for small public companies such as ours to attract qualified independent directors given the obligations and risks attendant to such serving in such capacity; hence we will continue to operate with a single board member thereby failing mitigate the weaknesses stemming from the lack of an independent board:

In the interim, management has internally formalized the procedures for segregation of duties and monitoring handling of cash, cash receipts and cash disbursements. We also are establishing a formal documented system of internal controls surrounding cash and plan to implement such systems.

Our management does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report:

Name		Age		Position
Brian Kupchik		49		President, Chief Executive Officer and Director

Background Information about our Officers and Directors

Brian Kupchik has been our President, Secretary and a member of our Board since the Company’s inception. In January 2015, he co-founded Primo Media Inc. with Mr. Ingram, our former Treasurer and a director, a business development concern based in Yorktown Heights, New York, for which he served as the chief operating officer. Primo is a Latin-focused multi-channel network that connects brands with millions of Hispanic Millennials through integrated digital and mobile advertising opportunities across its network. Since January 2012, Mr. Kupchik has been a partner in 47 Media, an outsourced business development and consulting firm, where he is responsible for acquiring new business, negotiating contracts, establishing project plans and consulting regarding strategy, business development, management and other outsourced digital media services. From October 2011 to May 2012, he was a portfolio manager at Black Ocean, digital platform that has created a new generation business model that combines entrepreneurship, incubation, venture capital and investment banking practices. From October 2009 to August 2011, Mr. Kupchik was vice president of business development at MediaBrix/Smartclip, a social media focus company offering a foundation of social products including, Pulse for Facebook, Guaranteed Video View, Social Apps / Games, and Mobile, where he participated in sales, strategy, product development with a heavy focus on mobile. Mr. Kupchik is a member of OMMA, a digital media marketing organization, and the Interactive Advertising Bureau. Mr. Kupchik is involved with several children’s charitable organizations. Mr. Kupchik has been selected as a director of our Company because of his experience and background in business development in Internet based businesses.

Involvement in Certain Legal Proceedings

Our sole director, executive officer and control person has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Term of Office

All our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal. Executive officers are appointed and serve at the board of director’s discretion.

Director Compensation

Our director does not receive any compensation for his service as a director and there is no director compensation being considered at this time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and announcements of changes in ownership of our common stock with the Commission. Directors, executive officers and ten percent of stockholders are also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of these filings, we believe all required Section 16(a) reports were made during 2025.

Board Composition

Our bylaws provide that the size of our Board will be determined from time to time by the resolution of our Board. Currently, our Board comprises one member.

Election of Directors

Our bylaws provide that a majority vote of our stockholders elect the members of our Board.

Corporate Governance

Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing similar functions. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.

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We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

As with most small, early-stage companies until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board include “independent” directors, nor are we required to establish or maintain an audit committee or other committees of our Board.

Meetings of the Board

During fiscal 2025, our Board did not hold any in-person or telephonic meetings and took action by written consent one time.

Committees of our Board of Directors

The Company does not have standing audit, compensation or nominating committees. The functions of those committees are performed by the Board of Directors. Because the Company currently has one director and limited operations, the Board does not believe separate committees are necessary at this time.

The Board does not have a member who qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K.

The entire Board participates in the consideration of director nominees and executive compensation matters.

Nomination Process

During the 2025 fiscal year, we did not effect any material changes to the procedures by which our stockholders may recommend nominees to our Board. Our Board does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our Board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board considers a nominee for a position on our Board. If stockholders wish to recommend candidates directly to our Board, they may do so by sending communications to the President of our Company at the address on the cover of this Annual Report.

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Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires directors, executive officers and holders of more than 10% of an equity security registered pursuant to Section 12 of the Exchange Act to file various reports with the SEC. Our equity securities are not registered pursuant to Section 12 of the Exchange Act, so our directors, executive officers and 10% holders are not subject to Section 16(a).

Code of Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available on our website at www.appsofttechnologies.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website. The contents of our website are not incorporated by reference into this Annual Report.

Insider Trading Policy

The Company has not adopted an insider trading policy and procedures governing the purchase, sale or other dispositions of the Company’s securities by directors, officers and employees, or by the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. Given the Company’s size and limited operations, the Board has not yet adopted such a policy. The Company may adopt such a policy in the future as its operations and resources develop.

ITEM 11. EXECUTIVE COMPENSATION

The following table summarizes compensation earned by or paid to Brian Kupchik, the Company’s principal executive officer and principal financial officer, for the fiscal years ended December 31, 2025 and 2024.

Summary Compensation Table

Name and principal position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Brian Kupchik, President and		2025			0				0				0				0				0				0				0				0
Chief Executive Officer		2024			0				0				0				0				0				0				0				0

___________ 

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Narrative Disclosure to Summary Compensation Table

The Company did not pay or accrue salary, bonus, stock awards, option awards, non-equity incentive compensation, deferred compensation, other compensation or director compensation to Mr. Kupchik during fiscal 2025 or fiscal 2024.

There are no employment agreements between the Company and Mr. Kupchik. There are no compensatory plans or arrangements providing payments upon resignation, retirement, other termination of employment, change in control or change in responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year-End

No executive officer held exercisable or unexercisable options or other equity awards as of December 31, 2025.

Director Compensation

No compensation was paid to the Company’s director for service as a director during fiscal 2025.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information regarding beneficial ownership of our capital stock as of April 14, 2026, by (i) each person known by us to be the beneficial owner of more than 5% of each class of our outstanding capital stock, (ii) each director and each of our executive officers and (iii) all executive officers and directors as a group. As of the date of this report, there were 4,495,198 shares of our common stock outstanding and 1,937,400 shares of Series A Preferred Stock outstanding.

The number of shares of capital stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

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Name of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percent of Class
Directors and Officers
Brian Kupchik, President, Chief Financial Officer and Director			2,000,000				44.92	%
All officers and directors as a group (1 person)			2,000,000				44.92	%
Series A Preferred Stock 1:
Ventureo, LLC  20 West Park Avenue  Suite 207  Long Beach NY 11561			1,937,400				100	%

_____________ 

1. The shares of Series A Preferred Stock are convertible, at the option of the holder, into shares of common stock at a conversion price of $0.0002 per share. The holder of Series A Preferred Stock may not convert any portion of the Series A Preferred Stock if, after giving effect to such conversion, the holder would beneficially own in excess of 4.99%, except that the holder may, by written notice to the Company, increase or decrease this percentage up to a maximum of 9.99%, provided that any such increase will not be effective until the 61^st day after such notice is delivered to us.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

The Company has engaged in transactions with related persons.

During prior periods, the Company received advances from Bryan Glass Securities, Inc. (“BGS”), an affiliate of the holder of all our outstanding preferred stock, for working capital and operating expenses. Prior to 2020, the Company borrowed an aggregate of $202,420 from BGS which is evidenced by a series of promissory notes. In 2020, the Company entered into a drawdown promissory note with BGS that consolidated advances made by BGS to the Company during 2020 and provided for additional borrowings by the Company (the “Draw Down Note”). The Draw Down Note has been amended from time to time to increase the amount available to borrow and to extend the maturity date. As of December 31, 2025, the outstanding balance under the Draw Down Note, including principal and accrued interest, was $324,123, and $75,877 remained available for advances . The Draw Down Note matures on December 31, 2027 and bears interest at the rate of 2% per year. 

The Company’s Board reviews related-party transactions as they arise and determines whether the terms are fair to the Company and in its best interests.

Director Independence

The Board of Directors currently consists of one member, Brian Kupchik. Because Mr. Kupchik serves as the Company’s President and Chief Executive Officer, he is not independent.

The Company’s common stock is quoted on the OTC Pink Open Market and the Company is not subject to the corporate governance listing standards of a national securities exchange requiring a majority-independent board. The Board has not established separate audit, compensation or nominating committees, and the functions of those committees are performed by the Board.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees that were billed for the audit and other services for the fiscal years ended December 31, 2025 and 2024.

		2025				2024
Audit Fees		$	15,000			$	15,000
Audit-Related Fees			6,000				6,000
Tax Fees			0				0
All Other Fees
Total		$	21,000			$	21,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting and other audit services.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit and review services. Other fees are subject to pre-approval by the Board.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report:

 (1) Financial Statements. The financial statements filed as part of this Annual Report are listed in the Index to Financial Statements included in Item 8 of this report.

(2) Financial Statement Schedules. All schedules have been omitted because they are not required, are not applicable, or the required information is included in the financial statements or notes thereto.

(3) Exhibits. The exhibits listed in the Exhibit Index below are filed or furnished as part of this Annual Report.

Exhibit		Description
3.1		Articles of Incorporation of AppSoft Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on September 4, 2016)
3.1.1		Amendment to Articles of Incorporation of AppSoft Technologies, Inc. (incorporated by reference to Exhibit 3.1.1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on September 4, 2016)
3.1.2		Amendment to Articles of Incorporation of AppSoft Technologies, Inc. filed with the state of Nevada on April 10, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed on May 27, 2021).
3.2		Bylaws of AppSoft Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on September 4, 2016)
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
4.2		Specimen Series A Cumulative Convertible Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
4.3		Common Stock Purchase Warrant entitling the holder to purchase one share of common stock at a price of $0.25 per share at any time through a date that is three years after the issue date (incorporated by reference to Exhibit 4.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 333-206764) filed on November 21, 2016)
4.4		Common Stock Purchase Warrant entitling the holder to purchase one share of common stock at a price of $0.25 per share at any time through a date that is three years after the issue date (incorporated by reference to Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 333-206764) filed on November 21, 2016)
10.1		Agreement dated April 8, 2015 by and between Ventureo, LLC and AppSoft Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on September 4, 2016)

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10.2		Consulting Agreement dated June 6, 2015, by and between AppSoft Technologies, Inc. and Peter Nein. (incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on September 4, 2016)
10.3		Agreement dated September 2, 2015 between AppSoft Technologies, Inc. and ECOITNY (incorporated by reference to Exhibit 10.3 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.4		Consulting Agreement dated September 1, 2015, by and between AppSoft Technologies, Inc. and Utehin Eugen (incorporated by reference to Exhibit 10.4 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.5		Consulting Agreement dated September 1, 2015, by and between AppSoft Technologies, Inc. and Vitaliy Lozoviy (incorporated by reference to Exhibit 10.5 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.6		Consulting Agreement dated September 1, 2015, by and between AppSoft Technologies, Inc. and Svetlana Konopelko (incorporated by reference to Exhibit 10.6 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.7		Consulting Agreement dated September 1, 2015, by and between AppSoft Technologies, Inc. and Nikita Konopelko (incorporated by reference to Exhibit 10.7 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.8		Apple Developer Program License Agreement between AppSoft Technologies, Inc. and Apple Inc. (incorporated by reference to Exhibit 10.8 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.9		Schedule 2 to Apple Developer Program License Agreement between AppSoft Technologies, Inc. and Apple Inc. (incorporated by reference to Exhibit 10.9 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.10		Google Play Developer Distribution Agreement between AppSoft Technologies, Inc. and Google Inc. (incorporated by reference to Exhibit 10.11 to amendment no. 1 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on October 30, 2016)
10.11		Promissory note dated September 11, 2015 in the principal amount of $2,000.00 made by AppSoft Technologies, Inc. in favor of Jade Physical Therapy PC. (incorporated by reference to Exhibit 10.11 to amendment no. 2 to the Registrant’s registration statement on Form S-1 (File No. 333-206764), filed on December 9, 2016)
10.12		Asset Transfer Agreement dated June 10, 2016, between AppSoft Technologies, Inc. and Guuf LLC relating to the acquisition of certain assets comprising an eSports tournament platform for competitive gamers (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.13		Assignment and Transfer Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Marc Seal relating to the assignment of certain intellectual property known as “CryptoGene.” (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.14		Master Services Agreement and Statement of Work dated June 10, 2016 between AppSoft Technologies, Inc. and David Sotir (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)

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10.15		Master Services Agreement and Statement of Work dated June 10, 2016 between AppSoft Technologies, Inc. and Gnomish Games (incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.16		Master Services Agreement and Statement of Work dated June 10, 2016 between AppSoft Technologies, Inc. and Clayton Tapp (incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.17		Master Services Agreement and Statement of Work dated June 10, 2016 between AppSoft Technologies, Inc. and Shawn Burdon (incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.18		Consulting Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Marc Seal (incorporated by reference to Exhibit 99.7 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.19		Consulting Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Nathan Cavanaugh (incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.20		Consulting Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Seven Plus Two LLC (incorporated by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.21		Consulting Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Gleb Kartsev (incorporated by reference to Exhibit 99.10 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
10.22		Consulting Agreement dated June 10, 2016 between AppSoft Technologies, Inc. and Joseph Cheng (incorporated by reference to Exhibit 99.11 to the Registrant’s Current Report on Form 8-K, as amended (File No. 333-206764), filed on June 16, 2016)
31.1*		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

___________

*	Filed herewith.
**	Furnished herewith. This certification is not deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	APPSOFT TECHNOLOGIES, INC.
April 27, 2026	By:	/s/ Brian Kupchik
		Brian Kupchik
		President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Brian Kupchik		President, Chief Executive Officer, principal executive officer and
Brian Kupchik		principal financial and accounting officer		April 27, 2026

25

FAQ

What were AppSoft Technologies (ASFT) 2025 revenues and net loss?

AppSoft Technologies reported no revenue for 2025 and a net loss of $93,642, compared with a $60,846 net loss in 2024. Operating expenses totaled $93,643, mainly professional fees and outside services, reflecting reporting and web development costs despite inactive core operations.

What does the going concern warning mean for AppSoft Technologies (ASFT)?

The auditor and management state there is substantial doubt about AppSoft’s ability to continue as a going concern. This stems from accumulated deficits of about $1.11 million, minimal cash, recurring losses, and dependence on external financing to meet obligations and pursue its business plans.

How much debt does AppSoft Technologies (ASFT) owe related parties?

AppSoft lists $526,543 in related-party notes payable at December 31, 2025, primarily a Drawdown Promissory Note at 2% interest. Of a $400,000 facility, $324,123 had been borrowed, with $75,877 still available for advances, underscoring reliance on this funding source for liquidity.

What are AppSoft Technologies’ main business initiatives now?

AppSoft has paused marketing its legacy Apps and Esportsreporter platform and is focusing on Gamerfy, a game incubator sourcing titles from independent developers, and AI Profit Lab, a 2025-launched AI-focused e-learning venture offering online classes plus templates and prompt packs for businesses.

What is AppSoft Technologies’ share structure and market information?

As of April 14, 2026, AppSoft had 4,495,198 common shares outstanding and 1,937,400 Series A preferred shares. The stock trades on the OTC Pink Open Market under symbol ASFT, with a reported April 10, 2026 closing bid price of $0.326 and about 55 record holders.

How strong are AppSoft Technologies’ internal controls over financial reporting?

Management concluded internal controls were not effective as of December 31, 2025, citing material weaknesses including limited segregation of duties over cash and the absence of an independent board. With only one director and one employee, these weaknesses remain while management pursues procedural improvements.