UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No 1 to

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) February 14, 2025 (December 27, 2024)

 

APPLE iSPORTS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-32389

 

88-0126444

(State or other jurisdiction of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

100 Spectrum Center, Suite 900

Irvine, California

 

92612

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 247-4210

 

_____________________________________________________

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

  

Explanatory Note

 

The Company is filing this Amendment No. 1 to Form 8-K in response to a comment letter received from the Staff of the Securities and Exchange Commission. This Amendment No. 1 to Form 8-K supersedes in its entirety the Form 8-K filed on January 7, 2025.

 

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On January 7, 2025, the Company filed a Form 8-K-Item 402 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review (“Original Filing”). The Original Filing related to its Form 10-Q for the quarterly periods ended June 30, 2024 (“Previously Issued Financial Statements”) and the re-pricing of  a private placement previously issued at $1.00 per share for a total of 80,000 shares of common stock. The re-pricing dropped the purchase price to $0.25 per share which resulted in the issuance of 320,000 additional shares of common stock. The Original Filing contemplated the increase in the Company’s net loss for the June 30, 2024 period by $80,000.

 

After further analysis, on February 14, 2025, the Company concluded that the referenced net loss was not warranted. The Company determined that Accounting Standards Codification (ASC) 505-10-25-2 was appropriate which would indicate that only a non-material reclass between common stock and additional paid in capital for the par value of the shares was required, which would not necessitate a restatement of the financials as presented. As a result, the Company will not be restating the Previously Issued Financial Statements.

 

The Company’s Chief Financial Officer and Company consultants communicated with the Company’s independent accountant regarding this matter.

 

 

2

 

 

SIGNATURE

 

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

 

 

Apple iSports Group, Inc.

(Registrant)

    
/s/ Joe Martinez

 

 

Joe Martinez

Chief Executive Officer

 
   
  

Date: March 6, 2025

 

 

 

3

 

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Dec. 27, 2024
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Entity Registrant Name APPLE iSPORTS GROUP, INC.
Entity Central Index Key 0001134982
Document Type 8-K/A
Amendment Flag true
Amendment Description The Company is filing this Amendment No. 1 to Form 8-K in response to a comment letter received from the Staff of the Securities and Exchange Commission. This Amendment No. 1 to Form 8-K supersedes in its entirety the Form 8-K filed on January 7, 2025.
Entity Emerging Growth Company false
Document Period End Date Dec. 27, 2024
Entity File Number 000-32389
Entity Incorporation State Country Code NV
Entity Tax Identification Number 88-0126444
Entity Address Address Line 1 100 Spectrum Center
Entity Address Address Line 2 Suite 900
Entity Address City Or Town Irvine
Entity Address State Or Province CA
Entity Address Postal Zip Code 92612
City Area Code 949
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 247-4210
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