PVNC Prevention Insurance Com (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

OR

☐      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 000-32389

+61 8 8981 4037

(Registrant’s telephone number, including area code)

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

Securities registered under Section 12(b) of the Exchange Act: None

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 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 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. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check all that apply):

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 ☒

As of  September 25, 2023, there were 202,784,211 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS 

Part I

Item 1. Financial Statements.

APPLE ISPORTS GROUP INC (FORMERLY PREVENTIVE INSURANCE.COM)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED

JUNE 30, 2023 AND 2022 (UNAUDITED)

APPLE ISPORTS GROUP INC(FORMERLY PREVENTIVE INSURANCE.COM)

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

APPLE ISPORTS GROUP INC (FORMERLY PREVENTIVE INSURANCE.COM)

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022

(UNAUDITED)

See the accompanying notes to the condensed consolidated financial statements.

APPLE ISPORTS GROUP INC (FORMERLY PREVENTIVE INSURANCE.COM)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2023 AND 2022 (UNAUDITED)

 See the accompanying notes to the condensed consolidated financial statements.

APPLE ISPORTS GROUP INC (FORMERLY PREVENTIVE INSURANCE.COM)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)

 See the accompanying notes to the condensed consolidated financial statements.

APPLE ISPORTS GROUP INC (FORMERLY PREVENTIVE INSURANCE.COM)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JUNE 30, 2023 AND 2022 (UNAUDITED)

 See the accompanying notes to the condensed consolidated financial statements.

APPLE ISPORTS GROUP INC(FORMERLY PREVENTIVE INSURANCE.COM)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the registrant to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this quarterly report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the registrant or any other person that the objectives and plans of the registrant will be achieved.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

Readers should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the SEC.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report.

Our audited and unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Prevention Insurance.Com (the “Company”) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com.

As previously reported, effective March 23, 2023 (the “Closing Date”), the Company closed a share exchange pursuant to a Stock Exchange Agreement (the “Stock Exchange Agreement”), with Apple iSports, Inc. (“AiS”), a Delaware corporation and the shareholders of AiS pursuant to which AiS became a wholly owned subsidiary of the Company. Please refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on March 24, 2023. As a result of the AiS transaction, we are no longer a shell company as defined under federal securities laws.

In connection with the AiS transaction, effective March 23, 2023, the Company changed its year end from April 30 to December 31.

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

On August 31, 2023, the Company changed its name from Prevention Insurance.com to Apple iSports Group, Inc.

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, daily sports betting and sport streaming solutions. Our aim is 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. 

AiS is licensed in Australia via a provisional Northern Territory Online Bookmaking License which allows for racing, sports betting, and fantasy sports throughout Australia, which is one of the most mature legal betting markets in the world. In addition, we are licensed in North Dakota as an Advanced Deposit Wagering (ADW) provider, subject to completion of 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 and we will seek market access licenses for a number of states offering sports betting licenses over a 3-year time-line.

Our two primary markets are the US (in select states where we are licensed) and Australia. We will have separate websites for both markets, namely www.appleisports.com in the US and www.appleisports.com.au in Australia. 

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

Our address is L7, 552 Lonsdale St, Melbourne, Victoria, Australia 3000 and our phone number is +61 8 8981 4037. We also maintain satellite offices at offices at Level 1, Paspalis Centrepoint, 48-50 Smith Street Mall, Darwin NT 0800 Australia and 100 Spectrum Center Dr. Suite 900, Irvine, CA 92612. Our phone number in the U.S. is 949-247-4210.  In  addition, as mentioned, we have two web-sites (which do not form a part of this filings): www.appleisports.com in the US and www.appleisports.com.au in Australia. 

Our corporate structure is depicted below:

RESULTS OF OPERATIONS

Apple iSports, Inc.’s functional currency is the United States Dollar (“US $”). The Company’s wholly owned subsidiary, AIS Australia’s functional currency in which it operates is Australian Dollars (“AUD”).

For the purpose of presenting these consolidated financial statements the reporting currency is US$. AIS Australia’s assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder’s equity accounts are translated at historical rates, income and expense items are translated at the average exchange rate during the period The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder’s equity section of the balance sheets.

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized as part of operating expenses in the condensed consolidated statement of comprehensive loss.

Exchange rates used for the translations are as follows:

AUD to US$

Results of Operations for the Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022.

During the six months ended June 30, 2023 and 2022, the Company had no revenues.

During the six months ended June 30, 2023 and 2022, the Company had total operating expenses of $993,504 and $589,064, respectively. For the 2023 six month period, operating expenses consisted mainly of compensation expenses for officers and directors in the amount of $280,027, professional fees of $189,488, consulting fees payable to third parties of $152,275, marketing expenses of $151,270, salaries and wages of $108,483 and other expenses.  For the 2022 six month period, operating expenses consisted mainly of compensation expenses for officers and directors in the amount of $115,567, consulting fees payable to third parties of $125,390, professional fees of $106,487, salaries and wages of $68,497 and other expenses. The 68.7% increase in operating expenses for the current quarter over the same period in 2022 is primarily due to increased operating activinity in the Company’s subsidiaries, AiS and AiS Australia.

During the six months ended June 30, 2023 and 2022, we had $21,522 and $3,613 respectively in interest expense attributable to related party debt.

During the  six months ended June 30, 2023 and 2022, we had $1,015,026 and $592,677 respectively in net losses, for the reasons discussed above. 

 Results of Operations for the Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022.

During the three months ended June 30, 2023 and 2022, the Company had no revenues.

During the three months ended June 30, 2023 and 2022, the Company had total operating expenses of $657,180 and $427,736, respectively. For the 2023 quarter, operating expenses consisted mainly of compensation expenses for officers and directors in the amount of $151,027, marketing expenses of $$136,239, professional fees of $120,641, consulting fees payable to third parties of $97,393, salaries and wages of $65,381, travel and entertainment of $55,028 and other expenses.  For the 2022 quarter, operating expenses consisted mainly of professional fees of $90,852, consulting fees payable to third parties of $88,825, compensation expenses for officers and directors in the amount of $55,671, salaries and wages of $40,086, travel and entertainment expenses of $38,117 and other expenses. The 53.6% increase in operating expenses for the current quarter over the same quarter in 2022 is primarily due to increased operating activinity in the Compamny’s subsidiaries, AiS and AiS Australia.

During the three months ended June 30, 2023 and 2022, we had $11,750 and $2,776 respectively in interest expense attributable to related party debt.

During the  three months ended June 30, 2023 and 2022, we had $668,930 and $430,513 respectively in net losses, for the reasons discussed above. 

Liquidity and Capital Resources

As of June 30, 2023, the Company had current assets of $40,654 consisting of cash of $891, tax receivable of $39,664 and marketable securities of $100. This compares with current assets of $34,077 as of December 31, 2022, consisting of cash of $19,857, tax receivable of $14,120, and marketable securities of $100.

The Company’s current liabilities as of June 30, 2023 totaled $2,580,009, primarily consisting of $1,836,314 in loans payable to related parties, accrued interest to related parties of $37,101, amounts due to related parties of $4,999, and accrued payroll of $349,259 and accounts payable and accrued expenses $352,337. This compares with current liabilities of $1,682,607 as of December 31, 2022, primarily comprised of loans payable to related parties of $1,310,873, accrued interest expense to related parties of $16,248, accrued payroll of $31,249 and accounts payable and accrued expenses of $320,245. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six months ended June 30, 2023 and 2022:

Operating Activities

During the six months ended June 30, 2023, the Company incurred a net loss of $1,015,026 which after adjusting for increases goods and services tax receivable of $25,544, accounts payable of $32,092, accrued interest of $20,853 and accrued payroll of $318,010 resulted in net cash of $(666,014) being used in operating activities during the period. By comparison, during the six months ended June 30, 2022, the Company incurred a net loss of $592,677 which after adjusting for increases in goods and services tax receivable of $12,256 and prepaid expense of $24,145, accounts payable of $8,150, accrued interest of $3,583 and accrued payroll of $19,421, resulted in net cash of $(598,496) being used in operating activities during the period.

Investing Activities

The Company neither generated nor used funds in investing activities during the six months ended June 30, 2023 and 2022.

Financing Activities

During the six months ended June 30, 2023, the Company received $626,449 from financing activities by way of a $525,442 in loans from related parties, $100,000 form stock issuances, and $1,007 in advances from related parties. By comparison, during the six months ended June 30, 2022, we received $566,031 from financing activities by way of a loan from related parties.

The Company is dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. No assurances can be given that the Company will be successful in locating or negotiating with any target company or that the related parties will continue to fund the Company’s working capital needs. As a result, there is substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of June 30, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the quarter ended June 30, 2023, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities 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.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

During the second quarter of 2023, the Company sold 100,000 shares of common stock at a price per share of $1.25 to one individual. The offering was exempt form registration under Regulation D promulgated under the Securities Act of 1933, as amended, as the subscriber was an accredited investor.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

None.

SIGNATURES

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 thereunto duly authorized.