ASFT 10-K

Appsoft Technologies, Inc. (ASFT)

10-K 2025-04-16 For: 2024-12-31

View Original

Added on April 06, 2026

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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	7
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.	SELECTED FINANCIAL DATA	9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
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

·	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 ability to attract skilled employees with creative and technical backgrounds;
·	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.

	·	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.

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, 2024		F-6

Statements of Stockholders’ Equity for the year ended December 31, 2023		F-7

Notes to Financial Statements		F-8

	For the years ended December 31,
	2024			2023
CURRENT ASSETS
Cash	$	101		$	8
TOTAL CURRENT ASSETS		101			8

TOTAL ASSETS	$	101		$	8

LIABILITIES
CURRENT LIABILITIES
Accounts Payable and Accruals		298			298
Accrued Interest – Related Party		35,895			27,541
TOTAL CURRENT LIABILITIES		36,193			27,839

Note Payable – Related Party		442,543			392,543
TOTAL LIABILITIES		478,736			420,382

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, 2024 and December 31, 2023, respectively)	$	193		$	193
Common stock ($0.0001 par value; 1,000,000,000 shares authorized; 4,504,103 and 4,504,103 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively)		449			449
Additional Paid in Capital		536,443			533,858
Accumulated Deficit		(1,015,720	)		(954,874	)
TOTAL STOCKHOLDER'S EQUITY (DEFICIT)		(478,635	)		(420,374	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	101		$	8

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.

	·	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.

Nature of Liability	Amount	Date Created	Written Instrument	Maturity Date	Date on which Statute of Limitations Expired
Accounts payable	$7,900	July 2015	Engagement Letter	None	July 2021

	·	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.

Name	Age	Position

Brian Kupchik	48	President, Chief Executive Officer and Director

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	%

	2024		2023

Audit Fees	$	15,000	$	15,000

Audit-Related Fees		6,000		6,000

Tax Fees

All Other Fees

Total	$	21,000	$	21,000

	(2)	All financial statement supporting schedules are omitted because the information is inapplicable or presented in the Notes to Financial Statements.
	(3)	Exhibits.

	For the Years Ended December 31,
	2024			2023

Sales	$	-		$	-
Total Revenue	$	-		$	-

EXPENSES:
Selling, General and Administrative		8,078			7,638
Interest Expense		8,354			7,443
Outside Services		9,440			2,881
Professional Fees		34,975			40,380
Total Expense		60,847			58,342
Loss from operations	$	(60,847	)	$	(58,342	)
Other Income/(Loss)
Interest Income	$	1		$	-
Income on Extinguishment of Debt	$	-		$	7,900
Provision for Income Taxes	$	-		$	-
NET LOSS		(60,846	)		(50,442	)
Weighted average common shares outstanding, basic and fully diluted		4,504,103			4,504,103

Basic and fully diluted net loss per common share:	$	(0.01	)	$	(0.01	)

	For the Years Ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(60,846	)	$	(58,342	)

Income on Extinguishment of Debt		-			7,900

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		8,354			(13,681	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(52,492	)		(63,825	)
CASH FLOWS TO/(FROM) FINANCING ACTIVITIES:
Note Payable – borrowings (Related Party)		50,000			63,827
Owner Contributions		2,585			-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		52,585			63,827

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS		93			2

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		8			6

END OF THE PERIOD	$	101		$	8

*SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:*
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	-
Taxes	$	-		$	-

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)

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)

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.

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*	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.

	APPSOFT TECHNOLOGIES, INC.

April 15, 2025	By:	/s/ Brian Kupchik
		Brian Kupchik
		President and Chief Executive Officer

Signature	Title	Date

/s/ Brian Kupchik	President, Chief Executive Officer, principal executive officer and
Brian Kupchik	principal financial and accounting officer	April 15, 2025