OTC: AAPI

Advanced Deposit Wagering (ADW) – the type of account where the bettor (customer) must fund before placing a wager.

Apple iSports Business History

On May 29, 2019, Apple iSports, Inc. (“AiS”) was incorporated in Delaware. On November 9, 2021, AiS incorporated Apple iSports Australia Pty. Ltd. (“AiS Australia”) as its wholly owned subsidiary.

AiS has been engaged in the development of a digital sports betting and gaming platform. 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. Users can access our products via multiple devices, including the web and mobile devices.

Apple iSports is at the forefront of the convergence between technology, gaming, media, and entertainment, particularly as the boundaries between sports, wagering, and entertainment continue to blur. Through our strategic business acquisitions and partnerships, we aim to address the critical infrastructure and connectivity gaps in today’s rapidly evolving digital landscape. As demand for high-speed access to content via broadband, cellular, and satellite networks continues to surge, our mission is to enhance and expand the underlying systems that power next-generation media consumption. This investment in infrastructure not only ensures seamless streaming and interactive experiences for fans but also empowers athletes and content creators with the tools and platforms to reach broader audiences and unlock new monetization opportunities, such as iGaming opportunities and other forms of engagement.

AiS is seeking an Online Bookmaking License in Australia through the Northern Territory Racing Commission, which will enable racing and sports betting throughout the country, one of the most mature legal betting markets in the world. In addition, we are licensed in North Dakota as an (ADW) provider, subject to completion of the TRPB examination, which will allow us to provide pari-mutuel betting on racing in North Dakota and up to an additional 20 states that do not have specific regulations. NFL and other sports bets in the US are regulated separately from racing wagering. We will seek market access licenses for several states that offer sports betting licenses over a three-year timeline.

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Our two primary markets are Australia and the U.S. We will have separate websites for both markets, namely appleisports.com in the U.S. and www.appleisports.com.au in Australia.

Since the inception of AiS, we have achieved the following milestones:

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Since the inception of AiS through December 31, 2025, we (i) established a core team with industry skills and experience to manage the Company and (ii) received approximately $3,023,397 in private placement funding and received loans from related parties of more than $3,155,218.

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From December 2021 to October 2022, we developed our Go-to Market outline and marketing strategy, including identifying preferred suppliers for each product and initiating relationships with key suppliers and consultants.

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In June 2022, we submitted our application to the North Dakota Racing Commission for an (ADW) license, subject to the approval of the Thoroughbred Racing Protective Bureau. Completion of the TRPB examination is required to receive a state-issued ADW. This will be concluded after closing the capital raising.

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Effective March 23, 2023, we completed a change of control transaction pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”) with AiS and the shareholders of AiS. The stock exchange was accounted for under the business combination under the common control of accounting. Consequently, the assets and liabilities, as well as the historical operations, reflected in the financial statements before the stock exchange, and the historical operations that are reflected in the financial statements prior to the stock exchange are those of AiS and the Company combined. They are recorded at the historical cost basis, and the condensed consolidated financial statements after completion of the stock exchange include the combined assets and liabilities of AiS and the Company from the closing date of the stock exchange, as a result of the issuance of the shares of our common stock pursuant to the stock exchange, a change in control of the Company occurred as of the date of consummation of the transaction.

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In May 2023, we began brand awareness activities by advertising around Australia on SEN Radio, the largest sports radio network in Australia. As of December 2025, the contract was suspended until the Company moves closer to going live.

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In April 2025, we entered into a strategic and financial agreement with Pacifico Financial Group to accelerate various capital raising activities.

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In May 2025, we entered into a letter of intent to purchase AmeriCrew Inc, a leading telecommunications infrastructure provider. On or about July 13, 2025, the proposed transaction with AmeriCrew was terminated.

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In July 2025, we entered into a binding agreement to purchase LBC Enterprise Pty. Ltd. (“Lucky Bet”), a gaming platform provider. As of the date of this filing, the transaction has not been completed. As of December 31, 2025 the company has decided not to proceed with the acquisition of Lucky Bet following further due diligence. Further the company recorded a loss of the nonrefundable deposit as a result.

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In August 2025, we 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 based on completion of a Registration Statement and trade volume metrics.

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Effective March 1, 2026, the Company entered into a Joint Venture and License Agreement (“Agreement”) with AIC Enterprises, LLC, a limited liability company domiciled in Belize (“AiC”), to create a joint venture utilizing an existing online, crypto gaming platform of AiC, called appleicasino.com (“Platform”). The Platform recently commenced operations in a limited number of countries, and as such, the Company can not predict the success of the Platform. Mr. Marino Sussich, our director and an affiliate of our largest shareholder, owns 45% of the equity of AIC.

Our address is 100 Spectrum Center Dr., Suite 900, Irvine, CA 92618, and our phone number is (949) 247-4210. In addition, as mentioned, we have two websites (which do not form a part of these filings): appleisports.com in the U.S. and www.appleisports.com.au in Australia.

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Our Apple iSports Platform

Apple iSports platform will feature the following “products”:

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Fixed Odds Sport Betting

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Fixed Odds & Pari-Mutuel Odds Horse Racing

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Live Content Streaming

These individual products are further described below:

Sports Betting. Will provide betting coverage for many major sporting leagues and events, including but not limited to the National Football League (NFL), Australian Rules Football (AFL), Major League Baseball (MLB), the National Basketball Association (NBA), as well as for other sports, such as Cricket, Golf, Ice Hockey, Soccer, and Tennis.

Sports betting, at its simplest, is placing a financial wager on the outcome of a sporting game or match, including certain events that occur within such a game or match. The product will feature functionality designed to provide a personalized customer experience. The product will be capable of taking and placing a variety of betting types and combinations.

These betting opportunities will be fixed-odds bets, which means that we will set the odds for each such event. There is a market ratio in each market offered to our customers, which is the average level of profit for every proposition in the market. We will manage our margins using smart technologies and traditional risk management methodologies.

Horse Racing. We will provide advanced racing informatics to the user. Our analysis and insights will include race and individual ratings, previous winning margins, speed maps and race analysis. We will also provide live updates for scratches, jockeys, prices, track conditions and race start time changes.

In Australia, racing wagering will include fixed odds and tote derivative betting. We derive revenues based on the management of risk. Initially, racing wagering will consist of participating in pari-mutuel pools in the United States.

Live Content Streaming. Our Live Content Sports Streaming Channel will provide great value to the Apple iSports brand. Users will be able to watch a wide range of live sporting events and sports-based shows. We believe this feature will promote more betting by users. The Live Content Sports Streaming Channel will have up to 8 minutes per hour of advertising space, and we intend to sell this space to generate revenue. Any unsold ad space will be used to promote other Apple iSports offerings where applicable and compliant with existing advertising rules governing online sports betting in Australia.

The Live Content Sports Streaming Channel will be available on the Apple iSports websites, as well as on a range of distribution platforms.

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Our Revenue Model.

Our revenue model is premised on several streams of operations. We expect to profit from pari-mutuel and fixed odds gaming, as well as advertising. In pari-mutuel gaming, we receive a fee on the total amount bet on an event. The type of wagering is essentially risk-free and is payable regardless of the outcome of the event since we are not on either side of a bet. Our pari-mutuel provider places bet funds from bets made through our platform in the betting pools and manages the ‘rake’ (a fixed percentage of the total amount bet on an event) and apportions our share based on the percentage of the pool contributed through all of our apps.

In fixed odds gaming, we actively manage risk through experienced risk management and smart technology, including laying off risk where necessary. We also use client profiling techniques to ensure we leverage client segmentation to enhance risk management tools.

By exploring freemium pricing, microtransactions, and subscription services, Apple iSports streaming video services could expand audiences and increase engagement through diverse experiences.

We also expect to generate revenue from the deployment of technology to Tribal Casinos and gaming operators. Such revenue should include implementation fees, ongoing maintenance fees, and, in some cases, revenue share from operators.

Our Growth Strategy.

Our growth strategy is based on market expansion and building brand positioning reach to drive customer acquisition.

New Markets. Currently, we intend to be licensed to sell all our products throughout Australia and our racing products in North Dakota and approximately 20 other states in the United States. We are working to engage with providers of iGaming platform for the tribal casino market as well as for the general market. 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. The user does not know the difference, and although we might have less margin from gaming operations, the cost-benefit of developing our own does not outweigh the cost. After three years of trying to develop our own platform, it is not prudent to continue. That does not negate the fact that in the future, when we have additional resources, we will revisit the decision if it makes sense.

Engaging Content. 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. The channel also delivers content, such as drag racing, beach volleyball, and more, along with odds and, potentially, fantasy leagues. Odds and wagering on these events are not available through other sports betting platforms.

New Users in Existing Markets. We intend to reach new users in targeted markets through digital marketing activations, including search engine optimization, pay-per-click, and search engine marketing (SEO/PPC/SEM), leveraging a range of marketing strategies to drive more people to our website. We will have a carefully targeted strategy that identifies traffic with high conversion rates leveraging our industry experience and digital marketing background. We will use social media to drive engagement organically.

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Website and Product Development.

We have entered into agreements with various software providers to develop our website, our sportsbook, and our Live Content Sports Streaming Channel.

The sportsbook is the core of the Apple iSports backend and provides the main user database, reporting, and key integration points. This includes a single sign-on/log-in to all functions. A third-party vendor is developing the sportsbook.

Customization of the sportsbook, including implementation of Apple iSport’s novel bet types, reporting requirements, and user interface, along with integration to core components such as payments, identity verification, specialized data feeds, and geo-control, is being implemented for the Australian markets in parallel by experienced vendors, with significant collaboration with the Apple iSports team.

The Apple iSports Live Content Sports Streaming Channel is reach developed by these producers and curators. As our content partner, they will produce and program the content for specific markets and sports, as well as manage licensing and rights clearances. The channel will initially be integrated into the Apple iSports (Australia) website with an eye to global expansion.

The sports channel developer is remunerated for the initiation and management of the channel and oversight of the technical operations of distribution and delivery. This content may be added to the primary channel programming or form the basis of a secondary linear channel or, potentially, an ad-supported demand service. After the first year of operations, a revenue-sharing arrangement is contemplated but has not yet been finalized.

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Markets and Marketing.

Markets.

Sports betting has become one of the most important categories globally. It is captivating and connects millions of people across the largest sectors of the global economy, from betting, online gaming, and digital platforms to live events, retail, broadcasting, sponsorship, and merchandising.

A report published by IMARC Group stated, “The global sports betting market size was valued at USD 103.08 Billion in 2024. Looking forward, IMARC Group estimates the market to reach USD 224.12 Billion by 2033, exhibiting an annual growth rate of 8.56% from 2025 to 2033.”

In the United States, after the Supreme Court’s decision to strike down the federal ban on sports betting in the United States in May 2018, various states have legalized or introduced legislation to legalize the sports betting industry.

According to the same source, the United States holds an 86.50% share of North America. These margins have been driven by the legalization of sports betting in multiple states. This has been paired with the utilization of technological advancements, such as smartphones and high-speed internet, which have made sports betting more convenient.

Marketing.

We intend to deploy a mix of marketing strategies. These strategies include.

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Database and collaborative marketing with related industry partners,

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Digital marketing on key industry and related sites

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Marketing on various social media sites

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Search engine optimization and search engine marketing,

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Affiliate partnerships

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Conferences and targeted corporate selling for technology offerings and

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Extensive public relations to build fan awareness and support amongst financial analysts and investors

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Highly selective paid advertising on media dedicated to sports and racing.

All of our efforts are designed to bring brand awareness to potential users on these sites or venues.

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Our principal considerations related to attracting and retaining online users include functionality, ease of use, our 24/7 sports channel, and, most importantly, best-of-breed racing and sports information and analytics combined with extremely competitive odds (where we are able to offer fixed-odds wagering).

Notwithstanding our perceived competitive advantages, we face competition from companies that are substantially larger and better financed. Our future success depends on our ability to compete effectively with them. As a result, we may have difficulty competing with these larger, established competitor companies. Generally, they have:

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substantially greater financial, technical, and marketing resources;

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larger customer bases;

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better name recognition and

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potentially more expansive product or app offerings.

These competitors are likely to command a larger market share, which may enable them to establish a stronger competitive position than we have, in part, through greater marketing opportunities. Further, our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in user preferences and devote greater resources than we can to developing and operating networks of affinity websites. These competitors may develop products or services that are comparable or superior. If we fail to address competitive developments quickly and effectively, we may not become or be able to remain a viable entity.

We have identified external opportunities through mergers and acquisitions (M&A) to complement our organic growth initiatives, which will accelerate the achievement of our strategic objectives. This approach combines the benefits of both organic and inorganic growth strategies to drive rapid expansion and enhance our competitive position.

Intellectual Property

Trademark applications have been filed for certain Apple iSports logos and marks with the United States Patent and Trademark Office in the US and with IP Australia. The following applications have been filed:

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Australian trademark for the Apple iSports ‘a’ icon logotype was filed on July 6, 2023 and approved on February 14, 2024

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U.S. trade market for the Apple iSports ‘a’ icon logotype was filed on July 18, 2023 and remains pending as of April 10, 2026

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US trademark for Apple iSports stylized name logotype was filed on July 18, 2023 and remains pending as of April 10, 2026

Applications in the US for the swoosh and ball logos were withdrawn in December 2023.

We have not filed for patent protection for any of our betting processes, which we have developed and which we believe to be novel. Instead, we will rely on protection for trade secrets and know-how. There is no assurance that others will not independently develop the same or similar technology or obtain unauthorized access to our trade secrets, know-how, and other unpatented technology. To protect our rights in these areas, we require all third parties to develop software to maintain such information as confidential. These agreements may not provide meaningful protection for our unpatented technology in the event of unauthorized use, misappropriation, or disclosure.

Government Regulation.

We are subject to various U.S. and foreign laws and regulations that affect our ability to operate in the sports betting industry. This industry is generally subject to extensive and evolving regulations that could change based on political and social norms, and that could be interpreted in ways that could negatively impact its business.

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The sports betting industry is heavily regulated, and in order to continue our operations, we must maintain licenses and pay gaming taxes or a percentage of revenue in each jurisdiction in which we operate. Our business is subject to extensive regulation under the laws, rules, and regulations of these jurisdictions. These laws, rules, and regulations generally concern the responsibility, financial stability, integrity, and character of the owners, managers, and persons with material financial interests in gaming operations, along with the integrity and security of our sports betting offerings. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions.

These laws are generally based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local tax revenues, as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish stringent procedures to ensure that participants in the gaming industry meet certain standards of character and responsibility. Among other things, gaming laws require gaming industry participants to; ensure that unsuitable individuals and organizations have no role in gaming operations, establish procedures designed to prevent cheating and fraudulent practices, establish and maintain anti-money laundering practices and procedures, file periodic reports with gaming regulators, establish programs to promote responsible gaming, and enforce minimum age requirements.

In addition, there are various U.S. laws relating to the advertising of gambling products that are not enforced by gambling regulators and are still applicable. Spam and privacy laws apply to our communications as well, such as having a link in emails or messages to allow immediate opting out.

Typically, a U.S. regulatory environment is established by statute and underlying regulations and is administered by one or more regulatory agencies (typically a gaming commission or state lottery) that regulate the affairs of owners, managers, and persons with financial interests in gaming operations. While we believe we comply in all material respects with all applicable sports betting laws, licenses and regulatory requirements in jurisdictions where we operate, we cannot assure that our activities or the activities of its users will not become the subject of any regulatory or law enforcement investigation, proceeding or other governmental action or that any such proceeding or action, as the case may be, would not have a material adverse impact on us or our business, financial condition or results of operations.

Government Licensing.

In order to operate in certain jurisdictions, we must obtain either a temporary or permanent license or a determination of suitability from the responsible authorities. We will ensure that we obtain all necessary licenses to develop and put forth our offerings in the jurisdictions in which we operate and where our users are located. In this regard, we have received a provisional Advance Deposit Wagering license from the North Dakota Racing Commission (subject to terms as outlined above). As a result of this license, we are able to offer pari-mutuel wagering on racing in that state and a number of other U.S. states that do not currently have specific racing regulations.

Gaming laws require us, and often each of our holding and intermediary companies as well as subsidiaries, certain of its directors, officers, and employees, and in some cases, certain of our controlling shareholders, to obtain licenses from, or be found suitable by, gaming authorities. Licenses and suitability findings require a determination that the applicant is qualified. Where not mandated by statute, rule or regulation, gaming authorities typically have broad discretion in determining who must apply for a license or finding of suitability and whether an applicant qualifies for licensing or should be deemed suitable to conduct operations within a given jurisdiction. When determining to grant a license to an applicant, gaming authorities generally consider: (i) the financial stability, integrity, responsibility and suitability of the applicant and its applicable affiliated entities and individuals (including verification of the applicant’s sources of funding); (ii) the quality and security of the applicant’s online real-money gaming platform, hardware and related software, including the platform’s ability to operate in compliance with local regulation, as applicable; (iii) the applicant’s history; (iv) the applicant’s ability to operate its gaming business in a socially responsible manner; and (v) in certain circumstances, the effect on competition.

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Gaming authorities may, subject to certain administrative procedural requirements, (i) deny an application, or limit, condition, revoke or suspend any license issued, or suitability finding made, by them; (ii) impose fines, either on a mandatory basis or as a consensual settlement of regulatory action; (iii) demand that named individuals or shareholders be disassociated from a gaming business; and (iv) in serious cases, liaise with local prosecutors to pursue legal action, which may result in civil or criminal penalties.

Events that may trigger the revocation of a gaming license or another form of sanction vary by jurisdiction. However, typical events include, among others: (i) conviction in any jurisdiction of certain persons with an interest in, or key personnel of, the licensee of an offense that is punishable by imprisonment or may otherwise cast doubt on such person’s integrity (provided that, generally, an individual with a conviction will not result in revocation of the company’s license, rather, if required by the regulator, that person must be removed from involvement with the company); (ii) failure to comply with any material term or condition of the gaming license; (iii) declaration of, or otherwise engaging in, certain bankruptcy, insolvency, winding-up or discontinuance activities, or an order or application with respect to the same; (iv) obtaining the gaming license by a materially false or misleading representation or in some other improper way; (v) violation of applicable anti-money laundering and/or counter terrorist financing laws or regulations; (vi) failure to meet commitments to users, including social responsibility commitments; (vii) failure to pay in a timely manner all gaming or betting taxes or fees due; or (viii) determination by the gaming authority that there is another material and sufficient reason to revoke or impose another form of sanction upon the licensee.

Employees.

As of the date of this filing, we have 3 full-time employees, including senior management. We also outsource functions to outside consultants and will continue to do so until properly funded.