Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

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.