Correspondence 0001477932-25-001488 from Apple iSports Group, Inc. (AAPI) (CIK 0001134982) (AAPI)
Apple iSports Group, Inc. (AAPI) (CIK 0001134982)
Date: March 5, 2025 · CIK: 0001134982 · Accession: 0001477932-25-001488
AI Filing Summary & Sentiment
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Finance Re: February 28, 2025 Comment Letter Apple iSports Group, Inc. (“Company”)
Dear Mr. Klein:
This letter is responsive to the above referenced Comment Letter from the Staff at the Securities and Exchange Commission
The Company proposes to file the following text contained in a Form 8-K/A in response to the Comment Letter.
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.
Please advise if the above is sufficiently responsive to your Comment Letter
If you have any further questions, please contact our attorney, Daniel H. Luciano. He can be reached at 908-3283731.
Sincerely,
/s/ Joe Martinez
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Joe F. Martinez Chairman & CEO
949-725-0380
joe@appleisports.com
March 5, 2025
Mr. Robert Klein
Securities and Exchange Commission
Division of Corporate Finance
Office of Finance
Re:
February 28, 2025 Comment Letter
Apple iSports Group, Inc. (“Company”)
Dear Mr. Klein:
This letter is responsive to the above referenced Comment Letter from the Staff at the Securities and Exchange Commission
The Company proposes to file the following text contained in a Form 8-K/A in response to the Comment Letter.
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.
Please advise if the above is sufficiently responsive to your Comment Letter
If you have any further questions, please contact our attorney, Daniel H. Luciano. He can be reached at 908-3283731.
Sincerely,
/s/ Joe Martinez
Joe Martinez
Chief Executive Officer
100 Spectrum Center Drive, Suite 900
Irvine, CA 92618
www.appleisports.com