10-K: Apple iSports Group 2025 Annual Report: Focus on Platform Development

Sentiment:

Annual Report


Apple iSports Group, Inc. filed its 2025 10-K, detailing ongoing platform development, significant operating expenses, and a continued need for capital, while reporting no revenue for the fiscal year.

Capital raiseThe Company estimates it will require $5,500,000 in public or private funds over the next 12 months to implement its business plan.The Company received approximately $3,023,397 in private placement funding.The Company entered into an Equity Backstop agreement with LDA Capital Group allowing draw-down of up to $25 million, with an ability to extend the draw-down up to $50 million.The Company entered into a common stock purchase agreement with an investor for up to $25,000,000 of its common stock.The Company received $1,678,582 from financing activities in 2025, including proceeds from common stock issuances and related party loans.The Company received $2,508,689 from financing activities in 2024, including loans from related parties and stock issuances.
Worse than expectedThe company reported no revenue for the fiscal years 2025 and 2024.Operating expenses significantly increased in 2025 due to stock-based compensation, leading to a substantial net loss.The company's financial position, including a working capital deficit and accumulated deficit, raises substantial doubt about its ability to continue as a going concern.The auditors' report explicitly mentions substantial doubt regarding the company's ability to continue as a going concern.

Summary

  • Apple iSports Group, Inc. (the Company) filed its annual report for the fiscal year ended December 31, 2025.
  • The Company is focused on developing a digital sports betting and gaming platform, aiming to integrate sports content, racing, and sports betting with streaming solutions.
  • No revenue was generated during the fiscal years 2025 and 2024.
  • Operating expenses for 2025 were $6,592,032, a significant increase from $3,419,426 in 2024, largely due to stock-based compensation expenses.
  • The Company reported a net loss of $6,407,709 for 2025, compared to $2,821,336 in 2024.
  • As of December 31, 2025, the Company had a working capital deficit of $5,900,109 and accumulated deficit of $19,666,658, raising substantial doubt about its ability to continue as a going concern.
  • The Company is seeking additional financing to fund its business plan, estimating $5.5 million in required capital over the next 12 months.
  • Key milestones include securing an ADW license in North Dakota and seeking market access licenses in other U.S. states, alongside pursuing an online bookmaking license in Australia.
  • The company is also exploring a joint venture for an online, crypto gaming platform.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the lack of revenue, significant net losses, substantial doubt about going concern status, and material weaknesses in internal controls, despite ongoing platform development efforts.

Positives

  • Established a core team with industry skills and experience.
  • Received approximately $3,023,397 in private placement funding.
  • Secured a provisional Advance Deposit Wagering (ADW) license from the North Dakota Racing Commission.
  • Entered into an Equity Backstop agreement with LDA Capital Group for up to $25 million, extendable to $50 million.
  • Entered into a Joint Venture and License Agreement with AIC Enterprises, LLC for an online, crypto gaming platform.
  • Filed trademark applications for its logos in the US and Australia.

Negatives

  • No revenue generated in fiscal years 2025 and 2024.
  • Significant increase in operating expenses in 2025 ($6,592,032) compared to 2024 ($3,419,426), primarily due to stock-based compensation.
  • Net loss of $6,407,709 in 2025.
  • Working capital deficit of $5,900,109 as of December 31, 2025.
  • Accumulated deficit of $19,666,658 as of December 31, 2025.
  • Auditors' report includes an explanatory paragraph stating substantial doubt about the Company's ability to continue as a going concern.
  • Termination of the AmeriCrew acquisition and decision not to proceed with the Lucky Bet acquisition.
  • Material weaknesses identified in internal control over financial reporting, including lack of segregation of duties and an ineffective audit committee.
  • The company's common stock trades on the OTCQB Market, which is subject to limited liquidity and considered extremely risky.

Risks

  • The Company requires significant additional capital to fund its business plan and ongoing operations, and failure to raise this capital will have a significant adverse effect.
  • The need for capital will create additional risks and potential substantial dilution to existing shareholders.
  • The Company has incurred net losses in the past and may continue to experience losses in the future.
  • Operating losses, working capital deficiency, and accumulated deficit raise substantial doubt about the Company's ability to continue as a going concern.
  • The administrative costs of public company regulatory compliance could be burdensome and consume significant cash resources.
  • Inability to maintain operational infrastructure and systems, including challenges with computing platforms, data acquisition, and networks.
  • Limited operating history makes it difficult to evaluate the business and prospects.
  • Potential for intellectual property infringement resulting in costly litigation.
  • Adverse general economic conditions could negatively affect the business.
  • The principal shareholder's control could lead to actions most beneficial to himself, not other shareholders.
  • Officers and directors may have conflicts of interest.
  • Fluctuations in operating results make future results difficult to predict.
  • The success of iGaming and sports betting products depends on various factors outside the Company's control, including chance and user behavior.
  • Lack of insurance for fixed odds betting could lead to significant losses.
  • Intense competition from larger, better-financed companies with greater resources and brand recognition.
  • Failures, errors, defects, or disruptions in IT systems and platforms could diminish brand reputation and disrupt business.
  • Reliance on agreements with software providers, where termination could impact operations.
  • The business is subject to a variety of U.S. laws, many of which are unsettled and developing, which could harm the business.
  • Growth prospects depend on the legal status of real-money gaming, and legalization may not occur as expected or may be accompanied by restrictive regulations or taxes.
  • Failure to comply with regulatory requirements or obtain licenses in one jurisdiction could impact other jurisdictions.
  • Key executives, employees, or other individuals may be subject to licensing or compliance requirements, and failure to comply could imperil the business.
  • Future issuance of additional shares could dilute ownership interests.
  • The Company does not anticipate paying cash dividends.
  • Failure to achieve and maintain internal controls in accordance with Sarbanes-Oxley Act could adversely affect the business and stock price.

Future Outlook

The Company's future outlook is heavily dependent on its ability to secure significant additional financing to fund its business plan, including platform development, marketing, and potential acquisitions. The company aims to achieve profitability through its digital sports betting and gaming platform, seeking licenses in Australia and various U.S. states. A joint venture for a crypto gaming platform is also in progress. However, the company's ability to continue as a going concern is subject to the successful acquisition of necessary capital.

Management Comments

  • "Our platform, when complete, will provide users with sports content, racing, and sports betting, and sport streaming solutions. We aim to create excitement and engagement and deliver the best experiences that enhance sports fandom."
  • "We believe that content delivered via our Live Content Sports Streaming Channel is essential to our success. The channel creates engagement, generates its own revenue via ad sales, and anchors users to our site, which in turn provides a range of opportunities to promote our products."
  • "We feel it is important that, after numerous attempts to build our own platform, the expense of that development and the advantages of owning the platform or even the source code are not a wise investment. With the number of platforms in a changing market, it makes sense to outsource the development rather than bringing it in-house."
  • "Our business plan of developing, introducing and marketing our gaming platform will require a significant cash infusion."
  • "Our operating losses, working capital deficiency, and accumulated deficit raise substantial doubt about our ability to continue as a going concern."

Industry Context

StockSavvy.ai notes that Apple iSports Group is operating in the rapidly expanding global sports betting and iGaming market, which is projected to grow significantly. The company's strategy to leverage technology, content streaming, and market expansion in Australia and the U.S. aligns with industry trends. However, the highly competitive landscape and evolving regulatory environment present significant challenges.

Comparison to Industry Standards

  • The global sports betting market size was valued at USD 103.08 Billion in 2024 and is estimated to reach USD 224.12 Billion by 2033, exhibiting an annual growth rate of 8.56% (IMARC Group). Apple iSports Group aims to capture a share of this growing market.
  • In the United States, the legalization of sports betting following the Supreme Court's 2018 decision has led to multiple states legalizing the industry, with the U.S. holding an 86.50% share of the North American market. Apple iSports Group is seeking market access licenses in several U.S. states.
  • The company faces intense competition from established players with substantially greater financial, technical, and marketing resources, larger customer bases, and better name recognition, which is a common challenge for emerging companies in this sector.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive Officer, Chief Financial Officer, ChairmanN/AJoe MartinezPrior to or during 2024N/A
DirectorN/ALyndon HsuDecember 2024N/A
PresidentJeremy SamuelMarino SussichDecember 12, 2025Resignation of Jeremy Samuel.
Chief Executive Officer, Chief Financial Officer, ChairmanN/AJoe MartinezOctober 2024 (salary increase)N/A
Chief Operating OfficerN/ALee SaltzerDecember 31, 2025 (terminated)Termination of employment.
Chief Financial OfficerRishi KherN/AMay 16, 2024Resignation of Rishi Kher.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Audit CommitteeThe Board of Directors acts as the audit committee.OngoingLack of a qualified financial expert and inadequate financial resources to hire one may limit effective oversight.
Compensation CommitteeThe Board of Directors acts as the compensation committee.OngoingAll directors participated in deliberations concerning executive officer compensation.
Code of Business Conduct and EthicsNo Code of Business Conduct and Ethics adopted due to having only three individuals serving as officer and director.OngoingPotential lack of formal ethical guidelines for management.
Nominating CommitteeNo procedures for security holders to recommend nominees to the Board of Directors have been adopted.OngoingLimited formal process for shareholder input on board nominations.
Internal ControlsMaterial weaknesses identified in internal control over financial reporting, including lack of segregation of duties and ineffective audit committee oversight.As of December 31, 2025Disclosure controls and procedures were not effective, increasing the risk of material misstatements in financial reporting.

Legal Proceedings

  • A contingent liability of $75,000 was accrued related to litigation matters concerning the termination of Lee Seltzer, who made a demand for approximately $75,000 under his employment agreement with the Australian subsidiary.

Related Party Transactions

  • As of December 31, 2025, the Company owed $2,261,484 in loans to related parties, including Cres Discretionary Trust No. 2 ($1,695,105), Apple iSports Investment Group Pty ($174,379), ABA Investment Group Pty Ltd ($301,480), Utti Oco Pty Ltd ($68,970), and Mt. Wills Gold Mines Pty Ltd ($21,550).
  • Accrued interest on related party loans totaled $79,921 as of December 31, 2025.
  • The Company had a $4,999 due to a stockholder as of December 31, 2025.
  • Related party interest expenses for the year ended December 31, 2025, totaled $48,408.

Stakeholder Impact

  • Shareholders face significant dilution risk due to the Company's ongoing need for capital and potential issuance of additional equity securities.
  • Investors face substantial risk of losing their entire investment due to the Company's going concern issues and lack of profitability.
  • Employees (currently 3 full-time) and consultants may be impacted by the Company's financial instability and reliance on external funding.
  • Creditors and lenders, including related parties, face uncertainty regarding repayment of outstanding loans due to the Company's financial condition.

Next Steps

  • Secure additional financing to fund business plan and operations.
  • Continue development and rollout of the Apple iSports platform, including the 24/7 Sports app and Live Content Sports Streaming Channel.
  • Obtain necessary licenses for racing and sports betting in Australia and various U.S. states.
  • Penetrate tribal nations in the USA with the Mobile II product rollout.
  • Prioritize operations in the following order as cash becomes available: 24/7 Sports rollout in the U.S., Racing rollout in North Dakota and related states, Marketing relating to racing, Sports betting rollout in initial U.S. states, and Expansion of ADW and sports betting to additional states.
  • Separate responsibilities of CEO and CFO and expand the board of directors upon consummation of a merger with a private operating company.

Key Dates

DateDescription
1975-01-01Company incorporated as Vita Plus Industries, Inc.
1999-03-01Company sold remaining inventory and changed its name to Prevention Insurance.Com.
2019-05-29Apple iSports, Inc. (AiS) was incorporated.
2021-11-09Apple iSports Australia Pty. Ltd. (AiS Australia) was incorporated.
2022-03-31Loan agreements entered into with Utti Pty Ltd and Mt. Wills Gold Mines Pty Ltd.
2022-04-08Loan agreements entered into with Apple iSports Investment Group Pty Ltd and ABA Investment Group Pty Ltd.
2022-06-01Application submitted to the North Dakota Racing Commission for an ADW license.
2022-10-01Go-to Market outline and marketing strategy developed.
2023-03-23Completion of a change of control transaction (Stock Exchange Agreement) with AiS.
2023-05-01Brand awareness activities began in Australia on SEN Radio.
2023-08-31Company amended its Articles of Incorporation to change its name to Apple iSports Group, Inc.
2024-02-14Australian trademark for the Apple iSports a icon logotype approved.
2024-04-26Company entered into a subscription agreement for $647,300 in proceeds.
2024-05-17Company modified a subscription agreement and issued additional shares.
2024-07-24Company entered into a subscription agreement for $50,000 in proceeds.
2024-08-01Entered into a Letter of Intent to purchase AmeriCrew Inc.
2024-10-14Company's common stock began trading on the OTCQB platform.
2024-11-01Board of Directors approved the creation of the 2024 Stock Incentive Plan.
2024-11-01Company entered into a Loan Agreement with PhilBook Pty Ltd.
2024-12-20Board of Directors formally approved the 2024 Stock Plan and increased authorized shares and stock options.
2025-01-09Loan conversion agreement entered into with Cres Pty Ltd atf Cres Discretionary Trust No. 2.
2025-01-15Effective date of stock option grants to grantees under the 2024 Stock Plan.
2025-02-13Company entered into a subscription agreement for $25,000 in proceeds.
2025-03-01Company entered into a Joint Venture and License Agreement with AIC Enterprises, LLC.
2025-03-12Board approved an amendment to the 2024 Stock Incentive Plan to increase authorized shares.
2025-03-31Company issued shares from subscription agreements.
2025-04-01Company entered into a strategic and financial agreement with Pacifico Financial Group.
2025-05-01Company entered into a letter of intent to purchase AmeriCrew Inc.
2025-07-13Proposed transaction with AmeriCrew Inc. was terminated.
2025-07-25Board of Directors adopted and approved the creation of a Stock Option Plan for Australian employees.
2025-08-01Company entered into a common stock purchase agreement with an investor.
2025-08-04Company entered into an Equity Backstop agreement with LDA Capital Group.
2025-11-01Company decided not to proceed with the acquisition of Lucky Bet.
2025-12-31AiS Australia closed, with operations and financial controls moving to the USA.
2026-02-10Lucky Bet terminated the agreement with the Company.
2026-02-13Company received written notice from the Purchaser regarding payments under the Facility.
2026-02-28Company entered into a Joint Venture Agreement with AiC Enterprise LLC.
2026-04-06Last business day of the Issuer's most recently completed second fiscal quarter.
2026-04-10Date of the filing of the 10-K report.

Recommendation

sell

The company exhibits severe financial distress with no revenue, significant losses, a going concern warning from auditors, and material weaknesses in internal controls. While platform development is ongoing and capital raise efforts are in place, the substantial risks and lack of current financial performance make it a high-risk investment. A seasoned investor would likely avoid or exit this position given the current circumstances.

Keywords

Apple iSports Group, SEC Filing, 10-K, Annual Report, Sports Betting, iGaming, Platform Development, Financial Condition, Risk Factors, Going Concern, Capital Raise, Nevada, Delaware, Australia

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.