Cres Trust Files SC 13D for Apple iSports Group

TL;DR

**Cres Trust now has a stake in Apple iSports Group, Inc. (ISPC).**

AI Summary

On May 23, 2024, Cres Pty Ltd ATF Cres Discretionary Trust No. 2 filed an SC 13D, indicating a change in beneficial ownership of Apple iSports Group, Inc. The filing details the group members and the subject company's information, including its former names and incorporation details.

Why It Matters

This filing signals a significant change in the ownership structure of Apple iSports Group, Inc., which could impact its stock price and future strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• Cres Pty Ltd ATF Cres Discretionary Trust No. 2 (company) — Filing entity
• Apple iSports Group, Inc. (company) — Subject company
• MARINO SUSSICH (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $0.001 — 0 shares of our common stock, par value $0.001 per share in exchange for all of the is

Filing Documents

• pvnc_sc13d.htm (SC 13D) — 60KB
• 0001477932-24-003256.txt ( ) — 62KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the Common Stock, par value $.0001 per share, of Apple iSports Group, Inc., a Nevada corporation (the "Issuer" or "Company"). The Issuer's principal executive offices are located at 100 Spectrum Center Drive, Suite 900, Irvine, California 92612.

Identity and Background

Item 2. Identity and Background (a) This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (i) Cres Pty Ltd atf Cres Discretionary Trust No. 2. Cres Discretionary Trust No. 2, is an Australian trust and Cres Pty Ltd., an Australian company, is the trustee for the trust; and (ii) Marino Sussich. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person. By their signatures to this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. (b) The business address for each of the Reporting Persons is L7 552 Lonsdale Street, Melbourne, Australia 3000. (c) The principal occupation of each Reporting Person is venture capital investments. (d) and (e). None of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Cres Pty Ltd is an Australian company and Cres Discretionary Trust No. 2 is an Australian trust. Mr. Sussich is an Australian citizen.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration 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., a Delaware company ("AiS") and the shareholders of AiS. Pursuant to the Stock Exchange Agreement, we issued to the AiS shareholders 195,062,000 shares of our common stock, par value $0.001 per share in exchange for all of the issued and outstanding capital stock (195,062,000 shares of common stock) of AiS. Copper Hill was a pre-existing shareholder of the Company. Cres Pty Ltd atf Cres Discretionary Trust No. 2 and Apple iSports Investment Group Pty Ltd. were shareholders of AiS and received 123,970,000 and 200,000 shares of common stock of the Company, respectively, in connection with the Share Exchange. Mr. Sussich was, and remains, a director of the Company at the time of the Share Exchange.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons hold their securities of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional Common Stock and/or retain such Common Stock, and/or sell all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 4

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a and b) Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based upon 202,784,27,211 shares of Common Stock outstanding as of March 23, 2023 as reported by the Issuer in its Form 8-K filed on March 23, 2023. (c) Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the securities of the Issuer during the past 60 days. (d) No person other than Cres Pty Ltd as trustee for Cres Discretionary Trust No. 2, Copper Hill, Apple iSports Investments or Mr. Sussich have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of common stock beneficially owned by such parties. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Document Exhibit A Agreement of Joint Filing. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 22, 2024 Cres Pty Ltd atf for Cres Discretionary Trust No. 2 By: /s/ Marino Sussich Cres Pty Ltd. as trustee for Cres Discretionary Trust No. 2 Marino Sussich President /s/ Marino Sussich Marino Sussich 6 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Apple iSports Group, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. Date: May 22, 2024 Cres Pty Ltd atf for Cres Discretionary Trust No. 2 By: /s/ Marino Sussich Cres Pty Ltd. as trustee for Cres Discretionary Trust No. 2 Marino Sussich President /s/ Marino Sussich Marino Sussich 7

View Full Filing

View this SC 13D filing on SEC EDGAR