U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended: June 30, 2026

For the transition period from ________ to _________

Commission file number: 333-206764

1225 Franklin Avenue, Suite 325, Garden City, NY 11530

Address of registrant's principal executive offices

(516) 224-7717

Issuer’s telephone number

_________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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 an 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 13(a) of the Exchange Act. ☐

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

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

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AppSoft Technologies, Inc.

Balance Sheets

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

AppSoft Technologies, Inc. 

 Statements of Operations

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

AppSoft Technologies, Inc.

Statements of Cash Flows

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

AppSoft Technologies, Inc.

Statement of Stockholders' Equity

For the Six Months Ended June 30, 2026 (Unaudited)

For the Six Months Ended June 30, 2025 (Unaudited) 

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

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

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

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, or Report.

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding the Company’s plans, objectives, expectations, intentions and beliefs concerning future events, business strategy, financing needs and operating performance. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied.

Although we believe that we have a reasonable basis for each forward-looking statement contained in this Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this Report. Factors that might cause such a discrepancy include, but are not limited to:

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

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”). During the last twelve months, we introduced AI Profit Lab, a secure e-learning platform through which entrepreneurs and businesses may access AI-related educational content, templates and prompt packs To date, we have not generated any revenue from this business line.

Due to resource constraints, we have discontinued our Esportsreporter and Gamerfy services and halted the promotion of our apps library.  

Our ability to pursue and achieve our objectives is predicated on our receipt of meaningful revenue from sales of our products or investment in our company. 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 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 future, 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 Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 (unaudited)

The following table presents our results of operations for the three months ended June 30, 2026 and 2025:

Net loss decreased by $13,459, or 44%, to $16,937 for the three months ended June 30, 2026 from $30,396 for the comparable 2025 period. The decrease primarily reflected lower outside-services, selling, general and administrative and professional-fee expenses, partially offset by higher interest expense as related-party borrowings increased.

Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 (unaudited).

The following table presents our results of operations for the six months ended June 30, 2026 and 2025:

Net loss decreased by $18,604, or 33%, to $37,386 for the six months ended June 30, 2026 from $55,990 for the comparable 2025 period. The decrease primarily reflected lower professional-fee and outside-services expenses, partially offset by higher interest expense as related-party borrowings increased.

Liquidity and Capital Resources

Our principal liquidity requirements are to fund the continued development and potential commercialization of AI Profit Lab and to pay the legal, accounting and other costs of remaining a public reporting company. The Company has not generated revenue from AI Profit Lab and does not currently maintain material inventory or accounts receivable.

Since our inception, we have financed our operations through the sale of equity securities, from third party loans and from internally generated revenue from operations.

As of June 30, 2026, we had cash of $9 and a working-capital deficit of $51,185, compared with cash of $7 and a working-capital deficit of $45,734 at December 31, 2025. These amounts assume the classification of the related-party notes payable reflected in the accompanying condensed balance sheets.

During the six months ended June 30, 2026, we borrowed $31,935 under the BGS Drawdown Note. At June 30, 2026, aggregate borrowings under the Drawdown Note were $356,058 and $43,942 remained available for additional advances, subject to BGS’s right to approve or decline each draw request.

We have only nominal cash on hand and have not generated operating cash flow sufficient to support our operations. We have relied on related-party borrowings to fund operating costs. Our ability to continue operations depends on our ability to obtain additional financing and on the willingness of BGS or other financing sources to provide funds after the remaining availability under the Drawdown Note is exhausted. Financing may include additional debt or equity securities, which could be dilutive or include rights senior to those of existing common stockholders. We cannot assure investors that financing will be available on acceptable terms or at all. If we are unable to obtain additional financing, we may be required to curtail development and commercialization efforts or cease operations.

Cash Flows:

The following table presents summary cash flow information:

Net cash used in operating activities decreased by $19,654 to $31,933 during the six months ended June 30, 2026, compared with $51,587 during the comparable 2025 period, principally reflecting the lower net loss. Financing activities provided $31,935 during the 2026 period, consisting entirely of related-party borrowings under the BGS Drawdown Note.

Material Cash Requirements

Our material cash requirements consist principally of operating expenses, public-company reporting costs, accrued interest of $51,194 and obligations under the related-party notes described in Note G to the condensed financial statements. We expect to fund these requirements through additional related-party borrowings or other debt or equity financing. The timing and amount of required payments on the 2018 and 2019 notes remain subject to confirmation of their current contractual terms.

Going Concern

Note B to our condensed financial statements for the six months ended June 30, 2026 and the report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2025 describe substantial doubt about our ability to continue as a going concern. At June 30, 2026, we had an accumulated deficit of $1,146,748, cash of $9 and had used $31,933 of cash in operating activities during the six-month period. Our ability to continue as a going concern depends on our ability to generate profitable operations or obtain additional financing sufficient to meet our obligations as they become due. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We expect to continue incurring losses until we generate sufficient revenue to offset our operating and public-company costs. We will need additional capital to fund our near-term plans, and we cannot assure investors that such capital will be available on acceptable terms or at all. If adequate funds are not available, we may be unable to develop or commercialize our products, repay obligations as they become due or continue operations.

Off-Balance Sheet and Other Arrangements

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we might not be able to fully offset these higher costs through price increases. Our inability or failure to do so could harm our business, operating results and financial condition. 

Critical Accounting Policies and Use of Estimates

The preparation of our condensed financial statements requires management to make estimates and assumptions. Based on the nature of our current assets, liabilities and operations, management has not identified a critical accounting estimate involving a significant level of estimation uncertainty that is reasonably likely to have a material effect on our financial condition or results of operations.

Recent Accounting Pronouncements

See Note C to the financial statements furnished with this report for a discussion of recent accounting pronouncements that had a material effect on the financial statements presented herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management, with the participation of Brian Kupchik, the Company’s President and Chief Executive Officer and its principal executive officer, principal financial officer and principal accounting officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, Mr. Kupchik concluded that the Company’s disclosure controls and procedures were not effective because of the material weaknesses described below.

The material weaknesses consist of (i) inadequate segregation of duties in the handling of cash, cash receipts and cash disbursements due to the Company’s limited personnel and (ii) the lack of an independent board to oversee management decisions and the use of funds. These material weaknesses were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and continued to exist at June 30, 2026. The Company’s limited financial and personnel resources make remediation difficult. Management intends to continue formalizing cash-handling and review procedures and to seek qualified independent directors when resources permit, but cannot assure that remediation will be completed in a timely manner.

Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4- MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ATTACHMENTS / EXHIBITS

CERTIFICATION

CERTIFICATION

CERTIFICATION

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: R12.htm

IDEA: R13.htm

IDEA: R14.htm

IDEA: R15.htm

IDEA: R16.htm

IDEA: R17.htm

IDEA: R18.htm

IDEA: R19.htm

IDEA: R20.htm

IDEA: R21.htm

IDEA: R22.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: asft_10q_htm.xml