true FY 0001568969

 0001568969

 2023-01-01
 2023-12-31

 0001568969

 2024-03-31

 0001568969

 2023-06-30

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Mark
One)

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

 For
the fiscal year ended December 31, 2023

 or

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

 For
the transition period from __________ to _____________

 Commission
file number 000-55403

 APPYEA,
INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 46-1496846

 State
 or other jurisdiction of

 incorporation
 or organization

 (I.R.S.
 Employer

 Identification No.)

Natan Alterman St, Gan Yavne Israel

 (Address
of Principal Executive Offices) (Zip Code)

 Registrant's
telephone number, including area code: (800) 674-3561

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 N/A

 N/A

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

 Common
Stock, $0.0001 per share

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by checkmark 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
registrant had 416,697,257 shares of common stock outstanding as of March 31, 2024. The aggregate market value of the common stock held
by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter
(June 30, 2023) was $ 643,483, as computed by reference to the closing price of $0.0090 of such common stock on the OTC Markets on such
date.

 Auditor
 Name

 Auditor
 Location

 Auditor
 Firm ID

 BARZILY
 AND CO., CPA's

 Jerusalem, Israel,

 2015

 EXPLANATORY
NOTE

 We
are filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to our annual report on Form 10-K for the fiscal year ended
December 31, 2023 (the "Original Filing" or "Form 10-K"), which was originally filed with the Securities and
Exchange Commission (the "SEC") on April 1, 2024, to amend in its entirety Item 9A: CONTROLS AND PROCEDURES of Part II of
the Original Filing.

 As
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are also filing new
certifications of our principal executive officer and principal financial officer as exhibits to this Amendment. This Amendment should
be read in conjunction with the Original Filing, which continues to speak as of the date of the Original Filing.

 Except
as described above, no other information in the Form 10-K has been changed or updated and this Amendment No. 1 continues to speak as
of the date of the Original Filing. This Amendment is part of the Original Filing and should be read in conjunction with the Form 10-K.
Other events occurring after the filing of the Original Filing or other disclosures necessary to reflect subsequent events have been
or will be addressed in other reports filed with or furnished to the SEC subsequent to the date of the Original Filing.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and regulations promulgated thereunder)
as of December 31, 2023, or the Evaluation Date. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective for the reasons set forth below.

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and affected by our Board, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.

 Management's
Report on Internal Control over Financial Reporting

 Internal
control over financial reporting cannot provide absolute assurance of achieving their objectives. Internal control over financial reporting
is a process that involves human diligence and compliance and is subject to lapses in judgement and breakdowns resulting from human failures.
Due to their inherent limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by
internal control over financial reporting. It is possible to design safeguards to reduce, but not eliminate, this risk. Management is
responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

 Management
has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over
financial reporting.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of
December 31, 2023, our internal controls over financial reporting were not effective.

 As
a result of our evaluation, we identified a material weakness in our controls related to segregation of duties and other immaterial weaknesses
in several areas of data management and documentation.

 Our
management is composed of a small number of professionals resulting in a situation where limitations on segregation of duties exist.
Accordingly, and as a result of the material weakness identified above, we have concluded that the control deficiencies result in a reasonable
possibility that a material misstatement of the annual or interim financial statements may not be prevented on a timely basis by the
Company's internal controls. We continue to employ and refine a structure in which critical accounting policies, issues and estimates
are identified, and together with other complex areas, are subject to multiple reviews by executives. In addition, we evaluate and assess
our internal controls and procedures regarding our financial reporting, utilizing standards incorporating applicable portions of the
Public Company Accounting Oversight Board's 2009 Guidance for Smaller Public Companies in Auditing Internal Controls Over Financial
Reporting as necessary on an on-going basis.

 While
the material weakness set forth above was the result of the scale of the Company's operations and is intrinsic to its small size,
the Company believes the risk of material misstatements relative to financial reporting are minimal.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by its registered public accounting firm pursuant to the Dodd-Frank
Wall Street Reform and Consumer Protection Act, which permits the Company to provide only management's report in this annual report.

 Changes
in Internal Control Over Financial Reporting

 Except
as noted above, there were no changes in our internal control over financial reporting that occurred during the year ended December 31,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
financial statement schedules and exhibits filed as part of this Amendment are as follows:

 (a)(3)
Exhibits

 31.1

 Certification
 of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 31.2

 Certification
 of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act
 of 1934

 32.1

 Certificate
 of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C. Section 1350

 32.2

 Certificate
 of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C. Section 1350

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 Signature

 Title

 Date

 /s/
 Boris Molchadsky

 Chairman
 of the Board, Director

 May
 17, 2024

 Boris
 Molchadsky

 /s/
 Adi Shemer

 Chief
 Executive Officer

 Adi
 Shemer

 (Principal
 Executive Officer)

 May
 17, 2024

 /s/
 Asaf Porat

 Chief
 Financial Officer

 May
 17, 2024

 Asaf
 Porat

 (Principal
 Financial and Accounting Officer), Director

 /s/
 Ron Mekler

 Director

 May
 17, 2024

 Ron
 Mekler