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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (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

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

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.

 APPYEA,
INC.

 2023
FORM 10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

 This
annual report on Form 10-K for the year ended December 31, 2023, or this Annual Report on Form 10-K, contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, that involve risks and uncertainties, principally in the sections entitled "Business,"
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."
All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding
future events, our future financial performance, expectations for growth and revenues, anticipated timing and amounts of milestone and
other payments under collaboration agreements, business strategy and plans, objectives of management for future operations, timing and
outcome of legal and other proceedings and our ability to finance our operations are forward-looking statements. We have attempted to
identify forward-looking statements by terminology including "anticipates," "approach," "believes,"
"can," "contemplate," "continue," "look forward," "ongoing," "could,"
"estimates," "expects," "intends," "may," "appears," "suggests,"
"future," "likely," "goal," "plans," "potential," "possibly,"
"projects," "predicts," "seek," "should," "target," "would" or
"will" and other similar words or expressions or the negative of these terms or other comparable terminology. Although we
do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy.
These statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements,
to differ materially. The description of our Business set forth in Item 1, the Risk Factors set forth in Item 1A and our Management's
Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 as well as other sections in this report,
discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things,
statements about:

 the accuracy of our estimates regarding expenses, future revenues, uses of cash, capital requirements and the need for additional
financing;

 the initiation, cost, timing, progress and results of our development activities;

 the timing of and our ability to obtain and maintain regulatory approval of our existing product candidates, any product candidates
that we may develop, and any related restrictions, and/or limitations;

 our plans to research, develop and commercialize our current and future product candidates;

 our ability to attract collaborators with development, regulatory and commercialization expertise;

 our ability to obtain and maintain intellectual property protection for our product candidates;

 our ability to successfully commercialize our product candidates;

 the size and growth of the markets for our product candidates and our ability to serve those markets;

 the rate and degree of market acceptance of any future products;

 the success of competing devices that are or may become available;

 regulatory developments in the United States and other countries;

 the performance of our third-party suppliers and manufacturers and our ability to obtain alternative sources of raw materials;

 the impact of global inflationary pressures;

 our ability to obtain additional financing;

 our use of the proceeds from our securities offerings;

 any restrictions on our ability to use our net operating loss carry-forwards; and

 our ability to attract and retain key personnel.

 Moreover,
we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to
predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination
of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. Actual results
could differ materially from our forward-looking statements due to a number of factors; the early stage of our product candidates presently
under development; our ability to obtain and, if obtained, maintain regulatory approval of our current product candidates and any of
our other future product candidates; our need for substantial additional funds in order to continue our operations and the uncertainty
of whether we will be able to obtain the funding we need; our future financial performance; our ability to retain or hire key scientific
or management personnel; our ability to protect our intellectual property rights that are valuable to our business, including patent
and other intellectual property rights; our dependence on third-party manufacturers, suppliers, research organizations, testing laboratories
and other potential collaborators; the success of our collaborations with third parties; the size and growth of the potential markets
for any of our approved product candidates and the rate and degree of market acceptance of any of our approved product candidates; competition
in our industry; regulatory developments in the United States and foreign countries, including the U.S. Food and Drug Administration;
the expected impact of new accounting standards;.

 You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Annual Report on
Form 10-K. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled
"Risk Factors" and elsewhere in this Annual Report on Form 10-K could negatively affect our business, operating results,
financial condition and stock price. All forward-looking statements included in this document are based on information available to us
on the date hereof, and except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this Annual Report on Form 10-K to conform our statements to actual results or changed expectations.

 As
used in this Annual Report on Form 10-K, unless the context indicates or otherwise requires, "our Company", "the Company",
"AppYea", "we", "us" and "our" refer to AppYea, Inc., a Nevada corporation, and its consolidated
subsidiary, SleepX Ltd., a company organized under the laws of Israel.

 PART
I

 ITEM
1. BUSINESS

 Corporate
History

 AppYea,
Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota
on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is
in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the
State of Nevada.

 On
August 2, 2021, AppYea entered into a stock exchange agreement with SleepX Ltd., a company formed under the laws of the State of Israel
("SleepX") and controlled by the majority shareholder of AppYea, our chief executive officer Barry Molchadsky.
 Pursuant to the agreement, the outstanding equity capital consisting of 1,724 common shares of SleepX was exchanged for 174,595,634
shares of common stock of the Company, based on the agreement that determined that to SleepX shareholders will be issued common shares
in the amount that will result in them holding 80% of the common shares issued of AppYea. The agreement was subject to certain terms
before the agreement could be closed. On December 31, 2021, the agreement was consummated as the terms of the agreement were fulfilled;
As a result, SleepX became a wholly owned subsidiary of the Company. The issuance of the shares to SleepX shareholders, due to administrative
matters, was completed in March 2022 after the Company completed a reverse stock split.

 In
anticipation of the reverse merger described below, on July 2, 2021, Boris Molchadsky a majority shareholder of the Company, acquired
in a private transaction from the former majority shareholder two hundred and twenty-five thousand (225,000) Shares of Series A Preferred
Stock of the Company. The Series A Preferred Shares have the right to vote 1,000 to 1 as shares of common stock and are convertible into
1,500 to 1 of the shares of common stock of the Company. The acquisition of the Preferred Shares provides Boris Molchadsky control of
a majority of the Company's voting equity capital.

 Business
Overview

 AppYea,
Inc. is a digital health company, focused on the development of accurate wearable monitoring solutions to treat sleep apnea and snoring
and fundamentally improve quality of life.

 Our
solutions are based on our proprietary intellectual property portfolio comprised of Artificial Intelligence (AI) and sensing technologies
for the tracking, analysis, and diagnosis of vital signs and other physical parameters during sleep time, offering extreme accuracy at
affordable cost.

 AI
is a broad term generally used to describe conditions where a machine mimics "cognitive" functions associated with human
intelligence, such as "learning" and "problem solving. Basic AI includes machine learning, where a machine uses algorithms
to parse data, learn from it, and then make a determination or prediction about a given phenomenon. The machine is "trained"
using large amounts of data and algorithms that provide it with the ability to learn how to perform the task.

Background

 Snoring
is a general disorder caused due to repetitive collapsing and narrowing of the upper airway. Individuals with snoring problems are at
increased risk of accidental injury, depression and anxiety, heart disease and stroke. Currently available treatments include surgical
and non-surgical devices.

 According
to Fior Markets, a market intelligence company, the Global Anti-Snoring Treatment Market is expected to grow from USD 4.3 billion in
2020 to USD 8.6 billion by 2028, with a 9.07% CAGR between 2021 and 2028. While North America had the largest market share of 28.12%
in 2020, Asia-Pacific region is witnessing significant growth due to the increasing prevalence of obesity and sedentary lifestyles in
emerging economies.

 Currently
available anti-snoring devices consist mainly of oral appliances that are recommended for use by patients suffering from snoring or obstructive
sleep apnea. These appliances are put before sleep and have a simple function of pushing either the lower jaw or the tongue forward.
This keeps the epiglottis parted from the uvula and prevents the snoring sound created by the vibration of soft tissues of palate.

 Sleep
apnea is a severe sleep condition in which individuals frequently stop breathing in their sleeping, this leads to insufficient oxygen
supply to the brain and the rest of the body which, in turn may lead to critical problems. There are three main types of apneas: (i)
Obstructive Sleep Apnea ("OSA"), the most common form caused by the throat muscles relaxing during sleep; (ii) Central sleep
apnea, which occurs when the brain doesn't send the proper signals to the muscles that control the breathing; and (iii) complex
sleep apnea syndrome, which occurs when an individual suffers from both OSA and central sleep apnea. While OSA is a common disorder in
the elderly population, affecting approximately 13 to 32% of people aged over 65, sleep apnea can occur at any age and affects approximately
25% of men and nearly 10% of women.

 In
2020, North America dominated the sleep apnea device market, as it accounted for 49% of the revenue, the global market size was valued
at USD 3.7 billion and is expected to expand by 6.2% CAGR, according to a report by Grand View Research Inc., reaching USD 6.1 billion
by 2028.

 The
global sleep apnea and snoring market is driven in large part by solutions that can be applied in at home-settings or healthcare settings,
as these tools will drive decisions regarding specific treatments and the associated outlays. However, despite advances in medical imaging
and other diagnostic tools, misdiagnosis remains a common occurrence. We believe that improved diagnoses and outcomes are achievable
through the adoption of AI-based decision support tools.

 Our
Products and Product Candidates

 Our
initial focus is on the development of supporting solutions utilizing our proprietary platform. Our current business plan focuses on
two principal devices and an App currently in development:

 AppySleep
 – Biofeedback snoring treatment wristband, combined with the AppySleep App.

 The AppySleep app uses unique algorithms developed by SleepX combined with sensors to monitor physiological parameters during sleep. Based on
real time reactions, the wristband will vibrate, when necessary, in order to decrease the snoring and regulate breathing by gently bringing
the user to a lighter sleep or change his sleep position and thus ceasing the snoring event.

 The
AppySleep product is currently in serial manufacturing stage and sales.

 AppySleep
LAB – Is a medical application, intended for downloading on a smartphone, and used to monitor breathing patterns in the sleep
and identify sleep apnea episodes without direct contact to the user.

 The AppySleep
LAB product is to begin final calibration, following which we will file for 510(k) FDA approval.

 AppySleep
PRO – is a wristband for the treatment of sleep apnea using biofeedback in combination with AppySleep LAB app. The unique algorithms
of AppySleep LAB, combined with the wristband sensors, monitor sleep apnea events and additional physiological parameters during sleep,
and when necessary, the wristband vibrates according to real time events, in order to decrease and cease sleep apnea events.

 The
AppySleep PRO and AppySleep LAB are currently in development stages, following which it would be ready to begin the testing stage in
preparation for filing for FDA approval.

 Our
Strategy

 We
started marketing of the AppySleep app and wristband in the first quarter of 2024. Concurrently, we plan to file a 510(k) FDA submission
for the AppySleep LAB app for the non-contact diagnosis of sleep apnea during 2024, and an FDA process for AppySleep PRO for the treatment
of sleep apnea during 2026.

 Our
goal over the next five years is to establish our technology and related products as the gold standard for the targeted sectors. The
key elements of our strategy are as follows:

 Develop
and expand a balanced and diverse pipeline of products and product candidates. Our core platform technologies will include innovative
anti-snoring and sleep apnea related devices and product candidates in various development and clinical stages. We plan to add products
and product candidates to our pipeline by expanding our technologies being developed to additional indications and through investing
in new technologies, products and product candidates. By maintaining this multi-product approach, we aim to provide a broad and comprehensive
product offering, which we believe will result in multiple value inflection events, reduced risks to our potentially business associated
with a particular product or product candidate and increased return on investment. Furthermore, product candidates that we develop may
create attractive collaboration opportunities with diagnostics, medical devices and medical supplies companies.

 Maintain
a global, diverse network of specialists to accelerate knowledge synergies and innovation. We will utilize a global network of specialists
to identify large and growing patient populations with significant unmet needs, evaluate and prioritize potential technologies, assist
in designing development plans and diagnostic protocols and determine potential indications of our platform technologies to our target
patient populations in various territories. We believe that maintaining this diverse network of specialists and industry specialists
will allow us to continue to maximize knowledge and cost synergies, utilize shared commercial infrastructure across products, reduce
risks of development and commercialization delays to our overall business and leverage our current and future platform technologies and
technologies for additional products and product candidates.

 Establish
distribution channels to maximize the commercial potential of our products. We plan to seek out collaborative arrangements with major
healthcare providers and consumer specialists to facilitate market adoption of our product candidates. We believe that such institutions
are well positioned to directly benefit from improvements in accurate diagnosis and reduction of cost of care associated with the use
of our product candidates. We also believe that the marginal cost of our product candidates compared to potential savings will make it
economical for healthcare institutions to adopt our products regardless of whether or not additional costs of purchase of these products
will be covered by third-party payors, such as government health care programs and commercial insurance companies. Through cooperation
with healthcare providers, we aim to develop and prove an economic model beneficial to them. In parallel, we intend selling directly,
through our website and other online webstores worldwide. Thereafter, we plan to engage with private insurance plans to develop reimbursement
programs encouraging the use of our product candidates. We expect that adoption rates of our product candidates will increase if hospitals
and other medical institutions are compensated, in full or in part, for additional costs incurred when purchasing our products.

 We
established a logistical distribution facility in the US.

 The
License Agreement

 Our
business derives from a licensing agreement entered into as of March 15, 2020, as subsequently amended (the "License Agreement"),
by SleepX Ltd., our Israeli subsidiary, B.G. Negev Technologies and Applications Ltd., a company formed under the laws of the State of
Israel ("BGN") and Mor Research Application Ltd. a company formed under the laws of Israel ("Mor"; together with
BGN, the Licensors"). BGN is a company wholly owned by Ben Gurion University of the Negev in Israel and Mor, is the technology
transfer arm of the Clalit Health Services, an Israeli non-profit healthcare insurance and service provider. Under the License Agreement,
our Israeli subsidiary was granted a worldwide royalty bearing and exclusive license exclusive worldwide license with the right to grant
sub-licenses and with a term of 15 years, to certain intellectual property to research, develop, manufacture use, market, distribute,
offer for sale and sell sensor and software solutions for monitoring snoring and sleep apnea.

 On
May 1, 2022, our Israeli subsidiary and the Licensors entered into an amendment to the License Agreement (the "Amended License
Agreement") to include under the license certain sleep apnea treatment solutions that by combining speech descriptors from three
separate and distinct speech signal domains, these speech descriptors may provide the ability to estimate the severity of sleep apnea
using statistical learning and speech analysis approaches.

 As
consideration for the licenses above, our Israeli subsidiary has agreed to pay the following to the Licensors:

 (i)

 A
 royalty of 3.0% of net sales received from the licensed products for a period of up to 15 years from initiation of sales in each
 state using licensed intellectual property;

 (ii)

 25%
 of sublicense fees received prior to attainment of all regulatory approval for marketing and sale of the licensed products in the
 first jurisdiction where the licensed products are intended to be sold; thereafter, 15% of sublicense fees received after the date
 regulatory approval, but prior to the first commercial sale of the licensed products; and 10% of sublicense fees received after the
 first commercial sale;

 (iii)

 An
 annual license fee, commencing on fifth anniversary of the License Agreement (i.e., March 2025) of $20,000, and thereafter on each
 anniversary date as follows

 Year

 Amount ($)

 $
 40,000

 $
 60,000

 $
 80,000

 9-15

 $
 100,000.

 The
Annual Fee is non-refundable, but it shall be credited each year due, against the royalty noted above, to the extent that such are payable,
during that year.

 (iv)

 Milestone
 payment of $60,000 upon the attainment of regulatory approval from applicable authority in USA or Europe to market and sell the licensed
 products

 As
of the date of these financials, we have not achieved any of these milestones.

 Under
the License Agreement, the Licensors are entitled to terminate the License Agreement under certain conditions relating to a material
change in the business of our Israeli subsidiary or a breach of any material obligation thereunder or to a bankruptcy event of our Israeli
subsidiary. Under certain conditions, our Israeli subsidiary may terminate the License Agreement and return the licensed information
to the Licensors.

 In
the event of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary or of the Company and/or consolidation
of the Israeli Subsidiary or the Company into or with another corporation ("Non IPO Exit") or a listing of our common stock
on a national exchange such as Nasdaq (the IPO Exit"), then the Licensors shall be entitled to an exit fee equal to 5% of the valuation
of our company at the time of such exit and with respect to an IPO Exit, shares of common stock which will reflect in the aggregate 5%
of the outstanding common stock of the Company.

 R&D
and New Product Development

 We
believe our strong research and development capabilities are one of our principal competitive strengths. Our R&D activities are conducted
at our subsidiary's facility in Israel. Our team of employees and sub-contractors is comprised of current and future dedicated
research and development employees, system architects, algorithm developers engineers, software engineers, and regulatory experts, who
are responsible for the research design, development and testing of our technologies and product candidates.

 SleepX
was founded in June 2019 on the basis of technology developed in the biomedicine department of Ben-Gurion University in Israel. The technology
is protected by a number of strong international patents, and it monitors physiological parameters during sleep using unique algorithms
and detects snoring and sleep apnea.

 In
2021, the company signed a license agreement with Nexense Technologies USA. Inc., an American company registered in Delaware that owns
two U.S. patents approved for the treatment of snoring through external stimuli (vibration).

 The
combination of the two technologies allows the company to manufacture and market unique products for comprehensive monitoring of physiological
parameters during sleep, detection of snoring and sleep apnea and their treatment.

 We
intend to sell our product lines through distributors and dealer networks. We started with online selling of our products, according
to regulations approvals, through the company website and Amazon. Our products are currently manufactured in China with minor adaptive
software specifications and designs.

 Intellectual
Property:

 We
rely on a combination of patents, trade secrets, non-disclosure agreements, and other intellectual property to protect the proprietary
technologies that we believe are important to our business. Our success will depend in part on our ability to obtain and maintain patent
and other proprietary protection for commercially important inventions and know-how, defend and enforce our patents, maintain our licenses,
preserve our trade secrets, and operate without infringing valid and enforceable patents and other proprietary rights of third parties.
We also rely on continuing technological innovation to develop, strengthen, and maintain our proprietary position in the field of sleep
apnea.

 The
Company's technology is protected by patents, for both the medical and nonmedical fields in the United States, Israel and Europe.
The Company's measurement technology utilizes a technique that measures a range of physical parameters as a function of time to
a level of accuracy previously unattainable.

 We
own or have exclusive rights to eight (8) United States and two (2) foreign issued patents, two (2) pending applications in the United
States and one (1) pending applications in Europe.

 Our
patent portfolio includes:

 High-sensitivity
 Sensors for Sensing Various Physiological Phenomena, particularly useful in Anti-snoring Apparatus and Methods. Patent number
 US 7,866,212 B2, issued on January 11, 2011. A mechanical vibration sensor adapted to be brought into contact with an object
 for sensing mechanical vibrations in the object, includes a body of a soft elastomeric material having high transmissivity and low
 attenuation properties with respect to a preselected type of energy waves; and a pair of transducers mounted, by mounting members
 having high attenuation properties with respect to the energy waves, in spaced relationship to each other to define a transmission
 channel between the transducers. Such sensor is particularly useful in a method and apparatus for controlling snoring by a person,
 by utilizing a stimulus device effective, when sensing snoring, to immediately produce a response in the person tending to interrupt
 the person's snoring.

 Apparatus
 for use in controlling snoring and sensor. Patent number US 7,716,988 B2, issued on May 18, 2010. Apparatus for use in
 controlling snoring, including: a sensor system for sensing snoring by a person while sleeping, and a stimulus device effective,
 when actuated by the sensor system, to apply a stimulus to the person for producing a response tending to interrupt the person's
 snoring. The stimulus device includes a vibrator and a band for enclosing a body part of the person and for applying a vibration
 to the body part. Also described is a force or displacement sensor, which includes a housing filled with a liquid having high transmissivity
 and low attenuation properties with respect to acoustical waves, and an acoustical transmitter and an acoustical receiver carried
 by opposed walls of the housing spaced from each other to define between them an acoustical transmission channel of the liquid. The
 housing is deformable by a force such as to change the length of the acoustical transmission channel in accordance with the applied
 force. A measuring system measures the transit time of an acoustical wave through the acoustical transmission channel to provide
 a measurement of the applied force.

 Apparatus
 and method for diagnosing sleep quality, patent number US 2015/0119741 A1, issued on April 30, 2015. A method of distinguishing
 sleep period states that a person experiences during a sleep period, the method comprising: using a non-contact microphone to acquire
 a sleep sound signal representing sounds made by a person during sleep; segmenting the sleep sound signals into epochs; generating
 a sleep sound feature vector for each epoch; providing a first model that gives a probability that a given sleep period state experienced
 by the person in a given epoch exhibits a given sleep sound feature vector; providing a second model that gives a probability that
 a first sleep period state associated with a first epoch transitions to a second sleep period state associated with a subsequent
 second epoch; and processing the feature vectors using the first and second models to determine a sleep period state of the person
 from a plurality of possible sleep period states for each of the epochs.

 Estimation
 of sleep quality parameters from whole night audio analysis, patent number US 2020/1193423 A1, issued on March 26, 2020. The
 present invention relates to a system and method for determining sleep quality parameters according to audio analyses, comprising:
 obtaining an audio recorded signal comprising sleep sounds of a subject; segmenting the signal into epochs; generating a feature
 vector for each epoch, wherein each of said feature vectors comprises one or more feature parameters that are associated with a particular
 characteristic of the signal and that are calculated according to the epoch signal or according to a signal generated from the epoch
 signal; inputting the generated feature vectors into a machine learning classifier and applying a preformed classifying model on
 the feature vectors that outputs a probabilities vector for each epoch, wherein each of the probabilities vectors comprises the probabilities
 of the epoch being each of the sleep quality parameters; inputting the probabilities vectors for each epoch into a machine learning
 time series model and applying a preformed sleep quality time series pattern function on said probabilities vectors that outputs
 an enhanced probabilities vector for each epoch; determining a final sleep quality parameter for each epoch by calculating the most
 probable sleep quality parameters sequence.

 Apparatus
 and method for diagnosing obstructive sleep apnea, patent number US 9,844,336 B2, issued on December 19, 2017. An embodiment of
 the invention provides a method of diagnosing obstructive sleep apnea, the method comprising: acquiring a sleep sound signal
 comprising sounds made by a person during sleep; detecting a plurality of snore sounds in the sleep sound signal; determining a set
 of mel-frequency cepstral coefficients for each of the snore sounds; determining a characterizing feature for the sleep sound signal
 responsive to a sum of the variances of the cepstral coefficients; and using the characterizing feature to diagnose obstructive
 sleep apnea in the person. The Patent is also registered in Europe and Israel: European patent number – EP2608717 A4,
 issued on May 11, 2016 and Israeli patent number – IL224852A.

 Methods
 and systems for estimation of obstructive sleep apnea severity in wake subjects by multiple speech analyses, Patent No.: US 11,672,472
 B2, issued on June 13, 2023. A method and system for the estimation of apnea-hypopnea index (AHI), as an indicator for Obstructive
 sleep apnea (OSA) severity, by combining speech descriptors from three separate and distinct speech signal domains. These domains
 include the acoustic short-term features (STF) of continuous speech, the long-term features (LTF) of continuous speech, and features
 of sustained vowels (SVF). Combining these speech descriptors may provide the ability to estimate the severity of OSA using statistical
 learning and speech analysis approaches.

 Determining
 Apnea-Hypopnea Index AHI from speech, Patent No.: US 2015/0351663 A1, issued on December 10, 2015. A method of determining a
 value for an apnea-hypopnea index (AHI) for a person, the method comprising: recording a voice track of a person, extracting features
 from the voice track that characterize the voice track; and processing the features to determine an AHI.

 Apparatus
 and method for diagnosing sleep quality, Patent No.: US 11,633,150 B2, issued on April 25, 2023. A method of distinguishing sleep
 period states that a person experiences during a sleep period, the method comprising: using a non-contact microphone to acquire a
 sleep sound signal representing sounds made by a person during sleep; segmenting the sleep sound signals into epochs; generating
 a sleep sound feature vector for each epoch; providing a first model that gives a probability that a given sleep period state experienced
 by the person in a given epoch exhibits a given sleep sound feature vector; providing a second model that gives a probability that
 a first sleep period state associated with a first epoch transitions to a second sleep period state associated with a subsequent
 second epoch; and processing the feature vectors using the first and second models to determine a sleep period state of the person
 from a plurality of possible sleep period states for each of the epochs.

 The
market size of those suffering from snoring and sleep apnea on the one hand and attractive price to the consumer on the other hand are
expected to allow the company to gain a large number of users through online marketing. We plan to continue developing big data-based
algorithms for predicting life-threatening illnesses and health events and to warn ahead of time.

 In
addition to self-development, we are examining acquisitions of technologies and synergistic companies to enable our customers to find
a holistic solution for quality and healthy sleep.

 Competition

 The
 snoring treatment market is characterized by a large number of players that with solutions concentrated around the nose and mouth
such as: Plastic cones inserted into the nose and assembled in the nostrils; Silicone mold that is inserted into the mouth to push the
lower jaw forward; strap tied around the head and jaw in order to keep the mouth closed. One of the most common treatments is tying a
tennis ball to the back in order to make a habit of not sleeping on the back. These treatments are both inconvenient and ineffective
for most people, resulting in the user giving up and discarding the treatment after a short period.

 In
addition, there are a number of apps for monitoring snoring using a microphone and a small amount are providing treatment, for
example, Smart Nora pillow. The use of the microphone for breathing monitoring is protected by US patents belonging to the company.

 Sleep
Apnea market is divided into two segments:

 (i)
 Identification and characterization: In most cases, this procedure takes place overnight in a sleep laboratory, following a doctor's
referral. An inconvenient process that requires the subject to sleep outside his house while connected to many sensors. One of the setbacks
of sleeping in a sleep laboratory is that it's different from the sleeping conditions at home and therefore will not accurately
reflect the problem and potentially affect the diagnoses. Furthermore, it is very expensive to conduct such an evaluation, as it requires
overnight hospitalization.

 It
is possible to perform the sleep test at home by renting the required equipment for the procedure. Most devices used in home testing
measure saturation during the night, by using a clip monitor placed on the index finger and connecting to additional devices. A competitor in this market is ResMed. The AppySleep LAB app was designed to overcome such inconveniences, it will be installed on
a smartphone and can perform a test every night, accurately, without patient contact, while being convenient, effective, precise, and
cheap.

 (ii) Treatment
of sleep apnea: After characterization and identification of the disorder, the most common solution accepted today is CPAP
– a Face mask attached with a tube to a compressor which during the night pressurizing air into the patient's lungs in
order to open air passages and prevent them from being blocked. Most people can't adapt to the solution due to discomfort -
Interfering with changing sleep position, pressing the area of the face. Only severe cases, where the patient is at high risk, they
continue to use the device. The company's solution, the AppySleep PRO, that instead of pressurizing the blockage, teaches the
patient to sleep in a correct position, where the block is not created, and breath correctly.

 We
operate in highly competitive segments of the health tech markets. We face competition from many different sources, including commercial
medical device enterprises, academic institutions, government agency, and private and public research institutions. Many of our competitors
have significantly greater financial, product development, manufacturing and marketing resources than us. Large Health Tech companies
have extensive experience in clinical testing and obtaining regulatory approval for medical devices. We also may compete with these organizations
to recruit scientists and clinical development personnel. Smaller or early-stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established companies.

 Manufacturing

 We
currently manufacture our bracelets in an OEM factory in China, with a monthly manufacturing capacity of 48,000 units. We plan on procuring
enough units to suffice for three months of orders at all times, in such we minimize our exposure to supply chain disruptions. By holding
enough stock in our warehouses to supply orders for three months. Our management believes that such supply would mitigate the impact
of supply chain disruptions, should these occur. Furthermore, our products don't contain any special materials which would have
an effect on the ability of our supplier to manufacture the product.

 Manufacturers
of our products are required, among other things, to comply with applicable FDA manufacturing requirements contained in the FDA's
Quality System Regulation. The QSR requires manufacturing quality assurance and quality control as well as the corresponding maintenance
of records and documentation.

 The
algorithm and application programming are done in Israel by the Company service providers and employees and owned by SleepX.

 Distribution
and Revenue Generation

 In
the first stage, the company will market its products to the final consumer through the company's website and through Amazon, via
the acquisition of media (investment in online marketing). The company has reviewed and made necessary adjustments for efficient marketing
through social networks – Facebook, Instagram, and Google. Since the company's products are based on a smartphone app, marketing
will also be made through the Apple and Google App Stores.

 For
the AppySleep wristband, our strategy is to establish relationships with third parties (such as well-established sales organizations,
distributors, pharmacies, chain stores and marketing coordinators) that will assist us in developing, marketing, selling and implementing
our products. In parallel, we intend to sell directly, through our website and other online webstores worldwide.

 We
have a variety of marketing programs designed to create brand awareness and market recognition for our product offerings and for sales
lead generation. Our marketing efforts plan include attending and presenting at healthcare related conferences, advertising, content
development and distribution, public relations, social media publication of technical and informative articles in industry journals and
sales training.

 In
addition, our strategic partners would augment our marketing and sales campaigns through seminars, trade shows and joint public relations
and advertising campaigns. Our customers and strategic partners provide references and recommendations that we often feature in external
marketing activities.

 For
the PRO device, our strategy, in addition to the above-mentioned channels, is to market through healthcare professionals, customers and
third-party payors, HMO's, insurance companies, cardiologists, hospitals, and sleep laboratories.

 Facilities

 Currently,
the Company uses third party service providers facilities for manufacturing, assembly and distribution of company products. We engaged
with a logistic distribution center in the US. The Company shall rent office spaces for her operations in Israel and the US.

 Government
Regulation and Product Approval

 Government
authorities in the United States, at the federal, state and local level, and other countries extensively regulate, among other things,
the research, development, testing, manufacture, quality control, approval, labelling, packaging, storage, record-keeping, promotion,
advertising, distribution, post-approval monitoring and reporting, marketing and export and import of products such as those we are developing.

 Government
Regulations.

 Before
we can market AppySleep LAB and AppySleep PRO to the public in the US, we believe they will need to obtain clearance for commercial sale.
Our devices, except for the AppySleep wristband, will be subject to ongoing regulation by the FDA in the US and other federal, state,
and local regulatory bodies.

 FDA
regulations govern, among other things, product design and development, manufacturing, labelling, pre-clinical and clinical trials, post-market
adverse event reporting, post-market surveillance, complaint handling, repair or recall of products, product storage, record keeping,
pre-market clearance, advertising and promotion, and sales and distribution.

 Unless
an exemption applies, each medical device, such as our AppySleep LAB and AppySleep PRO that is intended to be commercially distributed
in the United States requires 510(k) clearance from the FDA. Based on the FDA guidance documents that we have reviewed, we expect to
be subject to the shorter and more streamlined 510(k) process for AppySleep LAB, which typically involves less risk of uncertainty, and
the submission of less supporting documentation, and without the costly clinical trials; though of course no prior guarantee can be provided
as to such regulatory treatment. Generally, gaining 510(k) clearance for a product depends on demonstrating that the subject product
is "substantially equivalent" to a previously cleared 510(k) device.

 For
the AppySleep PRO, the clearance process may involve three material steps. First, we will engage the FDA in a pre-submission conference
to ensure that we understand and meet the FDA's requirements, expectations and standards with regard to approval of our product
candidates. At this meeting, our team, including our FDA regulatory consultant, will receive FDA comments and guidance regarding our
proposed submission during the pre-market notification period for 510(K) clearance (including any suggested modifications to the device
description, indications for use or summary of supporting data contained in the notification). Then we will prepare our submission to
the FDA accordingly.

 The
FDA's 510(k) clearance pathway generally takes from three to twelve months from the date the application is completed, but, if
additional testing, verifications or other procedures (or even clinical trials) are required, can take significantly longer.

 After
a medical device receives 510(k) clearance by the FDA, any modification that could significantly affect its safety or effectiveness,
or that would constitute a significant change in its intended use, requires re-determine the regulatory path.

 The
FDA requires each manufacturer to make this determination initially, but the FDA can review any such decision and can disagree with a
manufacturer's determination. If the FDA disagrees with a manufacturer's determination regarding whether a new premarket
submission is required for the modification of an existing device, the FDA can, at its discretion, require the manufacturer to cease
marketing and/or recall the modified device until 510(k) clearance is obtained.

 Failure
to comply with applicable regulatory requirements can result in enforcement actions by the FDA and other regulatory agencies, which may
include any of the following sanctions: untitled letters or warning letters, fines, injunctions, consent decrees, civil or criminal penalties,
recall or seizure of our current or future products, operating restrictions, partial suspension or total shutdown of production, refusal
of or delay in granting 510(k) clearance of new products or modified products or rescinding previously granted 510(k) clearances. Any
of these sanctions could result in higher than anticipated costs and have a material adverse effect on our reputation, business and financial
condition. See "Risk Factor – Government Regulation," above.

 The
FDA can delay, limit or deny clearance of our proposed devices for many reasons, including:

 our
 inability to demonstrate that our product is safe and effective for its intended users

 our
 inability to demonstrate that our product is the "substantial equivalent" of a previously cleared device;

 the
 data from clinical studies that we undertake may be insufficient to support clearance and

 failure
 of the manufacturing process or facilities we use to meet applicable requirements.

 In
addition, the FDA may change its pre-market policies, adopt additional regulations or revise existing regulations, or take other actions
which may prevent or delay clearance of our devices.

 Any
delay in, or failure to receive or maintain regulatory compliance prior to marketing our devices could prevent us from generating revenue
therefrom or achieving profitability.

 Additionally,
the FDA and other regulatory authorities have broad enforcement powers. Regulatory enforcement or inquiries, or other increased scrutiny
of us, could dissuade some customers from using our proposed product and adversely affect our reputation and the perceived safety and
efficacy of our proposed devices. If the FDA requires us to go through a more rigorous examination for our proposed product than we currently
expect, such as requiring additional testing further verification or other procedures, we may require substantial additional funding
sooner than anticipated and/or our product could be severely delayed. Being subject to an extended period of scrutiny or being required
to conduct expensive clinical trials would be particularly harmful to our business.

 Ongoing
Regulation by FDA.

 Upon
FDA clearance, we will seek to obtain in the U.S. a CPT code for purposes of reimbursement by Medicare and Medicaid.

 Placing
the AppySleep LAB and AppySleep PRO device on the market requires in addition:

 Establishment,
 registration and device listing;

 quality
 system regulation, which requires manufacturers, including third party manufacturers, to follow stringent design, testing, control,
 documentation and other quality assurance procedures during all aspects of the manufacturing process;

 labeling
 regulations and FDA prohibitions against the promotion of products for un-cleared, unapproved or "off-label" uses, and
 other requirements related to advertising and promotional activities;

 Medical
 device reporting (MDR) regulations, which require that manufacturers report to the FDA if their device may have caused or contributed
 to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the
 malfunction were to recur;

 Corrections
 and removals reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals
 if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

 Labelling
 and Unique Device Identification (UDI) regulations; and

 Post-market
 surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness
 data for the device. (Refer to the section below)

 Post-Approval
Requirements

 Although
premarket clinical trials provide important information on a device's safety and effectiveness, it is possible that new safety
concerns will emerge once the device is on the market. As a result, the FDA continues to monitor device performance after a device has
been approved. FDA officials conduct routine inspections of medical device manufacturing facilities across the United States. Manufactures
may be informed of inspections in advance, or the inspections may be unannounced. Inspection may be routine or caused by a particular
problem. The purpose of these inspections is to make sure developers are following good manufacturing practices. Furthermore, the FDA
can shut down a manufacturing facility if required standards are not met.

 Clinical
Useability Studies

 In
addition to the above, we plan to conduct clinical useability studies in the U.S. or other countries on products that have not yet been
cleared or approved for a particular indication. Additional regulations govern the approval, initiation, conduct, documentation and reporting
of clinical studies to regulatory agencies in the countries or regions in which they are conducted. Such investigational use is generally
also regulated by local and institutional requirements and policies which usually include review by an ethics committee or institutional
review board, or IRB. Failure to comply with all regulations governing such studies could subject the company to significant enforcement
actions and sanctions, including halting of the study, seizure of investigational devices or data, sanctions against investigators, civil
or criminal penalties, and other actions. Without the data from one or more clinical studies, it may not be possible for us to secure
the data necessary to support certain regulatory submissions, to secure reimbursement or demonstrate other requirements. We cannot assure
that access to clinical investigators, sites and subjects, documentation and data will be available on the terms and timeframes necessary.

 Reimbursement

 Our
current go-to-market strategy does not contemplate or rely upon governmental or third party payor reimbursement, to the snoring treatment
device. Following FDA approval for the treatment and identification of sleep apnea, we may seek reimbursement for product candidates
as a means to expand the adoption of products and broaden our customer base.

 To
the extent that we adopt a market strategy which is in whole or in part reliant on third party reimbursement, commercial sales of our
future products will depend in part on the availability of reimbursement from such third-party payors, including government health administrative
authorities, managed care providers, private health insurers and other organizations. Each third-party payor may have its own policy
regarding what products it will cover, the conditions under which it will cover such products, and how much it will pay for such products.
Third-party payors are increasingly examining the medical necessity and cost effectiveness of medical products and services in addition
to safety and efficacy and, accordingly, significant uncertainty exists as to the reimbursement status of newly approved devices. Further,
healthcare policy and payment reform models and medical cost containment models are being considered and/or adopted in the United States
and other countries. Legislative and/or administrative reforms to applicable reimbursement systems may significantly reduce reimbursement
for the services in which our products are used or result in the denial of coverage for such services outright. As a result, third-party
reimbursement adequate to enable us to realize an appropriate return on our investment in research and product development may not be
available for our products.

 Other
Healthcare Laws and Compliance Requirements

 In
the United States, our activities are potentially subject to regulation by various federal, state and local authorities in addition to
the FDA, including the Centers for Medicare and Medicaid Services (formerly the Health Care Financing Administration), other divisions
of the United States Department of Health and Human Services (e.g., the Office of Inspector General), the United States Department of
Justice and individual United States Attorney offices within the Department of Justice, and state and local governments.

 Anti-Kickback
Statutes in the United States

 The
U.S. federal anti-kickback statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration,
directly or indirectly, in exchange for or to induce either the referral of an individual, or the furnishing, arranging for or recommending
of a good or service, for which payment may be made in whole or in part under a U.S. federal healthcare program such as the Medicare
and Medicaid programs. The definition of "remuneration" has been broadly interpreted to include anything of value, including
gifts, discounts, the furnishing of supplies or equipment, payments of cash and waivers of payments. Several courts have interpreted
the statute's intent requirement to mean that, if any one purpose of an arrangement involving remuneration is to induce referrals
or otherwise generate business involving goods or services reimbursed in whole or in part under U.S. federal healthcare programs, the
statute has been violated. Penalties for violations include criminal penalties and civil sanctions such as fines, imprisonment and possible
exclusion from Medicare, Medicaid and other U.S. federal healthcare programs. The reach of the federal anti-kickback statute was broadened
by the ACA, which, among other things, amends the intent requirement of the federal anti-kickback statute. Pursuant to the statutory
amendment, a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it in order to have
committed a violation. The ACA further provides that the government may assert that a claim including items or services resulting from
a violation of the federal anti-kickback statute constitutes a false or fraudulent claim for purposes of the U.S. False Claims Act or
the Civil Monetary Penalties statute, which imposes penalties against any person who is determined to have presented or caused to be
presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as
claimed or is false or fraudulent.

 The
U.S. federal anti-kickback statute is broad and prohibits many arrangements and practices that are lawful in businesses outside of the
healthcare industry. Recognizing that the statute is broad and may technically prohibit many innocuous or beneficial arrangements, the
Office of Inspector General of the Department of Health and Human Services, or OIG, has issued a series of regulations, known as the
"safe harbors." These safe harbors set forth provisions that, if all their applicable requirements are met, will assure healthcare
providers and other parties that they will not be prosecuted under the anti-kickback statute. The failure of a transaction or arrangement
to fit precisely within one or more safe harbors does not necessarily mean that it is illegal or that prosecution will be pursued. However,
conduct and business arrangements that do not fully satisfy an applicable safe harbor may result in increased scrutiny by government
enforcement authorities such as the OIG or the U.S. Department of Justice.

 Many
states have adopted laws similar to the U.S. federal anti-kickback statute. Some of these state prohibitions are broader than the U.S.
federal statute, and apply to the referral of patients and recommendations for healthcare items or services reimbursed by any source,
not only the Medicare and Medicaid programs. Government officials have focused certain enforcement efforts on marketing of healthcare
items and services, among other activities, and have brought cases against individuals or entities with sales personnel who allegedly
offered unlawful inducements to potential or existing physician users in an attempt to procure their business.

 U.S.
Health Insurance Portability and Accountability Act of 1996

 HIPAA
imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program, including private payors, or making
false statements relating to healthcare matters. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health
Act, or HITECH, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected
health information and which can impose civil or criminal liability for violations of its provisions.

 In
addition, we may be subject to data privacy and security regulation by both the federal government and the states in which we conduct
our business. HIPAA, as amended by HITECH, and its implementing regulations, imposes certain requirements relating to the privacy, security
and transmission of individually identifiable health information. Among other things, HITECH makes HIPAA's privacy and security
standards directly applicable to "business associates" — independent contractors or agents of covered entities that
receive or obtain protected health information in connection with providing a service on behalf of a covered entity. HITECH also increased
the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave
state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA
laws and seek attorney's fees and costs associated with pursuing federal civil actions. In addition, state laws govern the privacy
and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have
the same effect, thus complicating compliance efforts.

 International
Regulation

 The
European Commission is the legislative body responsible for the EU MDR (Medical Device Regulation) with which manufacturers selling medical
products in the European Union and the European Economic Area, or EEA, must comply. The European Union has adopted regulation of the
design, manufacture, labelling, clinical studies, post-market clinical follow-up, post-market surveillance and vigilance for medical
devices. Devices that comply with the requirements of a relevant EU MDR will be entitled to bear the CE conformity marking, indicating
that the device conforms to the essential requirements of the applicable regulations and, accordingly, can be marketed throughout the
European Union and EEA, after being certified by a Notified Body. The centralized procedure provides for the grant of a single marketing
authorization that is valid for all European Union member states.

 In
addition to regulations in the United States, there are a variety of foreign regulations governing clinical trials and commercial sales
and distribution of any product candidates. The approval process varies from country to country, and the time may be longer or shorter
than that required for bringing the product to the US market.

 Employees
& Consultants

 We
currently engage on a full time basis, three employees and several service providers. In addition, six individuals are engaged in product
research and development and the remainder in various fields of legal, accounting, management, marketing and regulatory consulting.

 Corporate
Values and Ethics

 We
strongly believe that our success depends on all of our employees identifying with our company's purpose and understanding how
their work contributes to the Company's overall strategy. To this end, we engaged in an inclusive all-company process to develop
our company purpose, vision, mission and values.

 Our
corporate culture and values, along with our employees are our most valuable. These values, are:

Passion,

Integrity,

Excellence,

Responsibility,

Innovation, and

Spirit of Collaboration.

 These
values form part of our goal setting and review process to ensure accountability to these values at all levels. In order to further ensure
we live our values and our culture stays unique and strong, our Board of Directors and executive management team put significant focus
on our human capital resources.

 We
utilize a variety of channels to facilitate open and direct communication, including: (i) monthly all-hands staff meetings, (ii) regular
open learning forums to promote peer learning or town hall meetings with executives; (iii) regular ongoing update communications; and
(iv) employee surveys beyond the annual engagement survey referenced above on an as-needed basis.

 Employee
Compensation and Benefits

 Our
compensation programs are designed to align the compensation of our employees with the Company's performance and to provide the
proper incentives to attract, retain and motivate employees to achieve superior results. The structure of our compensation programs balances
incentive earnings for both short-term and long-term performance. Specifically:

We provide employee base salaries that are competitive and consistent with employee positions, skill levels, experience, knowledge and
geographic location.

To foster a stronger sense of ownership and align the interests of employees with those of our shareholders, we offer both a stock option
program and employee stock purchase program to eligible employees under our broad-based equity incentive plans.

Annual increases and incentive compensation are based on merit, which is communicated to employees at the time of hiring and documented
through our talent management process as part of our annual review procedures and upon internal transfer and/or promotion.

 Diversity
and Inclusion

 Ingrained
in our culture is the philosophy that each individual offers diverse perspectives, backgrounds and experiences that create great outcomes
when we are united as a team. We respect our people and embrace our differences. We welcome everyone and value the ideas generated by
our collective uniqueness. We aspire that all of our teammates reach their full potential and we encourage them to be confident in their
differences.

 Employee
Development and Training

 We
invest significant resources in developing and retaining the talent needed to achieve our business goals. To support our employees in
reaching their full potential, we offer internal and promote external learning and development opportunities.

 Corporate
and Available Information

 Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available
free of charge though our website as soon as practicable after such material is electronically filed with, or furnished to, the Securities
and Exchange Commission (the "SEC"). Except as otherwise stated in these documents, the information contained on our website
or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file, with or
furnish to, the SEC.

 ITEM
1A. RISK FACTORS

 Investing
in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other
information contained in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, before
making any decision to invest in shares of our common stock. This Annual Report on Form 10-K contains forward-looking statements. If
any of the events discussed in the risk factors below occurs, our business, prospects, results of operations, financial condition and
cash flows could be materially harmed. If that were to happen, the trading price of our common stock could decline, and you could lose
all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks not currently
known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business
operations.

 Risk
Related to our Financial Position and Need for Capital

 We
have generated to date an insignificant amount of revenue from commercial sales to date and our future profitability is uncertain.

 We
are incorporated in Nevada and have a limited operating history, and our business is subject to all of the risks inherent in the establishment
of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications
and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception, we have
incurred losses and expect to continue to operate at a net loss for at least the next year. Our net losses for the years ended December
31, 2023 and December 31, 2022, were $1,817,000 and $1,304,000, respectively, and our accumulated deficit as of December 31, 2023 and
December 31, 2022 was $6,326,000 and $4,509,000, respectively. There can be no assurance that the products will be successfully commercialized,
and the extent of our future losses and the timing of our profitability are highly uncertain. If we are unable to achieve profitability,
we may be unable to continue our operations.

 If
we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and
you will likely lose your entire investment.

 We
will need to continue to seek capital from time to time to continue development of our products and we cannot provide any assurances
that any revenues they may generate in the future will be sufficient to fund our ongoing operations. We believe that we will need to
raise substantial additional capital to fund our continuing operations and the development and commercialization of our products. We
anticipate that we will need an additional $5,000,000 to (i) complete product design and testing for our products; and (ii) build the
infrastructure for our sustained growth.

 Our
business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional
funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business
or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment. In addition,
we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require
additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise
sufficient funds to commercialize the products we intend to develop.

 If
we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development
activities or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements
may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including
rights to certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any
of these actions may harm our business, financial condition and results of operations.

 The
amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs;
our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners' commitment
of time and resources to the development and commercialization of our products.

 Raising
additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our
products on unfavorable terms to us.

 We
may seek additional capital through a variety of means, including through private and public equity offerings and debt financings, collaborations,
strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the
sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings
may include liquidation or other preferences, anti-dilution rights, conversion and exercise price adjustments and other provisions that
adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders
of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting
our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require
us to grant security interests in our assets. If we raise additional funds through collaborations, strategic alliances, or marketing,
distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue
streams, or products or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity
or debt financing when needed, we may need to curtail or cease our operations.

 There
is substantial doubt about our ability to continue as a going concern.

 As
of December 31, 2023, we had cash of $222,000. In addition, as of December 31, 2023, we had liabilities of $3,027,000. As of the date
of this report, we do not have adequate resources to fund our operations through August 2024 without considering any potential future
milestone payments that we may receive under any new collaborations that we may enter into in the future or any future capital raising
transactions. We do not know whether additional financing will be available when needed, whether it will be available on favorable terms,
or if it will be available at all. These factors raise substantial doubt about our ability to continue as a going concern. In the event
that we are unable to obtain additional financing, we may be unable to continue as a going concern. There is no guarantee that we will
be able to secure additional financing. Changes in our operating plans, our existing and anticipated working capital needs, costs related
to legal proceedings we might become subject to in the future, the acceleration or modification of our development activities, any near-term
or future expansion plans, increased expenses, potential acquisitions or other events may further affect our ability to continue as a
going concern.

 Similarly,
the report of our independent registered public accounting firm on our financial statements as of and for the year ended December 31,
2023 includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern. If
we cannot continue as a viable entity, our stockholders may lose some or all of their investment in us.

 Risks
Relating to our Business and our Industry

 Certain
of our Convertible Note Holders have a security interest on all our assets securing the advances made to us

 In
connection with the funding transaction we entered into with Leonite Capital LLC in November 2021, between November 2021 and May 9, 2022
Leonite advanced to us a loan $500,000 with an original issue discount of $88,235.29, and the total outstanding principal amount is $588,235.29.
all of our obligation under the Leonite note were secured by a floating lien on all of our assets.

 On
July 3, 2023, the outstanding Leonite note was purchased by third parties. Accordingly these parties currently hold such security interest
in our assets. If however we are unable to repay Leonite for whatever reason or do not satisfy the loan, such non-repayment would constitute
an event of default under the agreement with these note holders. Any event of default can lead to a material adverse effect on our business.

 Our
subsidiary, SleepX Ltd. and B.G. Negev Technologies and Applications Ltd., and Mor Research Application Ltd., have entered into a Licensing
agreement which if terminated could have adverse effects on our business.

 BGN
is a company wholly owned by Ben Gurion University of the Negev in Israel and Mor, is the technology transfer arm of the Clalit Health
Services, an Israeli non-profit healthcare insurance and service provider. Under the License Agreement, SleepX was granted a worldwide
royalty bearing and exclusive license exclusive worldwide license with the right to grant sub-licenses and with a term of 15 years, to
certain intellectual property to research, develop, manufacture use, market, distribute, offer for sale and sell sensor and software
solutions for monitoring snoring and sleep apnea. In addition to the agreed upon royalty fees to be paid by SleepX to BGN, there is a
milestone payment of $60,000 upon the attainment of regulatory approval from applicable authority in the USA or Europe to market and
sell the licensed products. As of the date of this prospectus, we have not achieved any of these milestones.

 Under
the License Agreement, the Licensors are entitled to terminate the License Agreement under certain conditions relating to a material
change in the business of our Israeli subsidiary or a breach of any material obligation thereunder or to a bankruptcy event of our Israeli
subsidiary. Under certain conditions, our Israeli subsidiary may terminate the License Agreement and return the licensed information
to the Licensors.

 In
the event of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary or of the Company and/or consolidation
of the Israeli Subsidiary or the Company into or with another corporation ("Non IPO Exit") or a listing of our common stock
on a national exchange such as Nasdaq (the IPO Exit"), then the Licensors shall be entitled to an exit fee equal to 5% of the valuation
of our company at the time of such exit and with respect to an IPO Exit, shares of common stock which will reflect in the aggregate 5%
of the outstanding common stock of the Company.

 Our
business derives from such license and in the event of a termination this could have adverse effects on the Company and cause issues
in the distribution and marketing of our products.

 We
may encounter numerous difficulties frequently encountered by companies in the early stage of operations.

 We
have a limited operating history upon which an investor can evaluate our current business and future prospects. Any potential investor
must consider the risks and difficulties frequently encountered by early-stage companies. Historically, there has been a high failure
rate among early-stage companies. Our future performance will depend upon a number of factors, including our ability to:

 generate
 revenues and implement our business plan and growth strategy;

 attract
 and retain marketing and commercial sponsors;

 aggressively
 counter and respond to actions by our competitors;

 maintain
 adequate control of our expenses;

 attract,
 retain and motivate qualified personnel;

 react
 to member preferences and demands;

 maintain
 regulatory compliance; and

 generate
 sufficient working capital through our operations or through issuance of additional debt or equity financing, and to continue as
 a going concern.

 We
cannot assure investors that we will successfully address any of these factors, and our failure to do so could have a material adverse
effect on our business, financial condition, results of operations and future prospects.

 Changes
in the configuration of the technology underlying our devices and application under development may result in additional costs or delay.

 It
is common that various aspects of the development program, such as manufacturing methods and configuration, are altered along the way
in an effort to optimize processes and results. Any changes we make carry the risk that they will not achieve the intended objectives.
Any of these changes could cause our products under development to perform differently and affect the results of planned clinical trials
or other future clinical trials conducted with the altered device. Such changes may also require additional testing, regulatory notification
or regulatory approval. This could delay completion of clinical trials, increase costs, delay approval of our future products and jeopardize
our ability to commence sales and generate revenue.

 The
nature of the technology platforms utilized by us are complex and highly integrated, and if we fail to successfully manage releases or
integrate new updates, it could harm our revenues, operating income, and reputation.

 The
technology platforms developed by us accommodate integrated applications that include our own developed technology and third-party technology,
thereby substantially increasing their functionality. By enabling such system interoperability, our communications platform both reduces
implementation and ongoing costs, and improves overall management efficiencies.

 Due
to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption
or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties
with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired
technologies may have unanticipated consequences on the operation and performance of our other solutions. If we encounter integration
challenges or discover errors in our solutions late in our development cycle, it may cause us to delay our launch dates. Any major integration
or interoperability issues or launch delays could have a material adverse effect on our revenues, operating income and reputation.

 Security
breaches, cyberattacks or other cyber-risks of our IT and production systems could expose us to significant liability and cause our business
and reputation to suffer and harm our competitive position.

 Our
corporate infrastructure stores and processes our sensitive, proprietary and other confidential information (including as related to
financial, technology, employees, marketing, sales, etc.) which is used on a daily basis in our operations. In addition to that, our
software involves transmission and processing of our customers' confidential, proprietary and sensitive information. We have legal
and contractual obligations to protect the confidentiality and appropriate use of customer data.

 High-profile
cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number
of employees working remotely. Security industry experts and government officials have warned about the risks of hackers and cyberattacks
targeting IT products and enterprise infrastructure. Because techniques used to obtain unauthorized access or to sabotage systems change
frequently and often are not recognized until launched against a specific target, we may be unable to anticipate these techniques or
to implement adequate preventative measures. As we continue to increase our client base and expand our brand, we may become more of a
target for third parties seeking to compromise our security systems and we anticipate that hacking attempts and cyberattacks will increase
in the future. We cannot give assurance that we will always be successful in preventing or repelling unauthorized access to our systems.
We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any other breach. Additionally,
we use third-party service providers to provide some services to us that involve the storage or transmission of data, such as SaaS, cloud
computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents
or other security breaches. Despite our security measures, our IT and infrastructure may be vulnerable to attacks. Threats to IT security
can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations
or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of
methods, which may include developing and deploying malicious software or exploiting vulnerabilities in hardware, software, or other
infrastructure in order to attack our products and services or gain access to our networks, using social engineering techniques to induce
our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access
to our data or our users' or customers' data, or acting in a coordinated manner to launch distributed denial of service or
other coordinated attacks. Inadequate account security practices may also result in unauthorized access to confidential and/or sensitive
data.

 Security
risks, including, but not limited to, unauthorized use or disclosure of customer data, theft of proprietary information, theft of intellectual
property, theft of internal employee's PII/PHI information, theft of financial data and financial reports, loss or corruption of
customer data and computer hacking attacks or other cyberattacks, could require us to expend significant capital and other resources
to alleviate the problem and to improve technologies, may impair our ability to provide services to our customers and protect the privacy
of their data, may result in product development delays, may compromise confidential or technical business information, may harm our
competitive position, may result in theft or misuse of our intellectual property or other assets and could expose us to substantial litigation
expenses and damages, indemnity and other contractual obligations, government fines and penalties, If an actual or perceived breach of
our security occurs, the market perception of the effectiveness of our security measures and our products could be harmed, we could lose
potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities,
and we could suffer harm to our reputation and competitive position, and our operating results could be negatively impact our business.

 The
market opportunity for our products and services may not develop in the ways that we anticipate.

 The
demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operate
is characterized by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions
and enhancements, changes in customer requirements and a limited ability to accurately forecast future customer orders. Our operating
results may be adversely affected if the market opportunity for our products and services does not develop in the ways that we anticipate
or if other technologies become more accepted or standard in our industry or disrupt our technology platforms.

 The
loss of the services of our key management and personnel or the failure to attract additional key personnel could adversely affect our
ability to operate our business.

 A
loss of one or more of our current officers or key employees or consultants could severely and negatively impact our operations. We have
no present intention of obtaining key-man life insurance on any of our executive officers or management. Additionally, competition for
highly skilled technical, managerial and other personnel is intense. As our business develops, we might not be able to attract, hire,
train, retain and motivate the highly skilled managers and employees we need to be successful. If we fail to attract and retain the necessary
technical and managerial personnel, our business will suffer and might fail.

 Our
ability to implement and manage growth strategy is uncertain.

 Implementation
of our growth strategy may impose significant strain on our management, operating systems and financial resources. Failure by the Company
to manage its growth, or unexpected difficulties encountered during expansion into different markets, could have a materially adverse
impact on our results of operations or financial condition. Our ability to continue to operate our business depends upon a number of
factors, including (i) generating sufficient funds for operations, (ii) our executive management team and our financial and accounting
controls, and (iii) staffing, training and retaining skilled on-site management personnel. Certain of these factors are beyond our control
and may be affected by the economy or actions taken by competing companies. Further, there can be no assurance that our market analysis
and proprietary business data will continue to support our current marketing plans.

 We
may not be able to retain our key personnel or attract additional personnel, which could affect our ability to complete necessary clinical
trials, application & product development, and obtain approvals so that we can generate revenue sufficient to continue as a going
concern diminishing your return on investment.

 Our
performance is substantially dependent on the services and on the performance of our Management. We are, and will be, heavily dependent
on the skill, acumen and services of our key executives. Our performance also depends on our ability to attract, hire, retain and motivate
our officers and key employees. The loss of the services of our executives could result in lost revenue depending on the length of time
and effort required to find qualified replacements. We have not entered into long-term employment agreements with all of our key personnel
and currently have no "Key Employee" life insurance policies.

 Our
future success may also depend on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical,
managerial, marketing and customer service personnel.

 Competition
for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain sufficiently
qualified personnel. If we are unable to attract, retain, and train the necessary technical, managerial, marketing and customer service
personnel, our expectations of increasing our clientele could be hindered, and our profitability reduced.

 As
the Company intends to be conducting international business transactions, it will be exposed to local business risks in different countries,
which could have a material adverse effect on its financial condition or results of operations.

 The
Company intends to promote and sell its product candidates internationally by virtue of the global access to its products line and it
expects to have customers located in several countries. The Company's international operations will be subject to risks inherent
in doing business in foreign countries, including, but not necessarily limited to:

 New
 and different legal and regulatory requirements in local jurisdictions;

 Potentially
 adverse tax consequences, including imposition or increase of taxes on transactions or withholding and other taxes on remittances
 and other payments by subsidiaries;

 Risk
 of nationalization of private enterprises by foreign governments;

 Legal
 restrictions on doing business in or with certain nations, certain parties and/or certain products; and

 Local
 economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.

 The
Company may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and
effective manner in the locations where it will do business. Consequently, the occurrence of one or more of the foregoing factors could
have a material adverse effect on its base operations and upon its financial condition and results of operations.

 Since
our products may be available over the Internet in foreign countries and the Company may have customers residing in foreign countries,
foreign jurisdictions may require it to qualify to do business in their country. It will be required to comply with certain laws and
regulations of each country in which it conducts business, including laws and regulations currently in place or which may be enacted
related to Internet services available to the residents of each country from online sites located elsewhere.

 The
Company's operations in developing markets could expose it to political, economic and regulatory risks that are greater than those
it may face in established markets. Further, its international operations may require it to comply with additional United States and
international regulations.

 For
example, it may be required to comply with the Foreign Corrupt Practices Act, or "FCPA," which prohibits companies or their
agents and employees from providing anything of value to a foreign official or agent thereof for the purposes of influencing any act
or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate
entity or obtain any unfair advantage. The Company may operate in some nations that have experienced significant levels of governmental
corruption. Its employees, agents and contractors, including companies to which it outsources business operations, may take actions in
violation of its policies and legal requirements. Such violations, even if prohibited by its policies and procedures, could have an adverse
effect on its business and reputation. Any failure by the Company to ensure that its employees and agents comply with the FCPA and applicable
laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on its ability
to conduct business in certain foreign jurisdictions, and its results of operations and financial condition could be materially and adversely
affected.

 We
may be subject to litigation that will be costly to defend or pursue and uncertain in its outcome.

 Our
business relies in large part on granted and pending patents which we own. However, the grant of a patent does not ensure that litigation
will not arise where the validity of the patent is challenged or that the patent will not be found by a court to infringe upon patents
held by others. Furthermore, any litigation relating to our patent rights is likely to be expensive and may require a significant amount
of management's time and attention, at the expense of other aspects of our business. The outcome of litigation is always uncertain,
and in some cases could include judgments against us that require us to pay damages, enjoin us from certain activities, or otherwise
affect our legal or contractual rights, which could have a significant adverse effect on our business and financial condition.

 We
may not be able to obtain third-party reimbursement or favorable product pricing, which would reduce our ability to operate profitably.

 Our
ability to successfully commercialize certain of our proposed products may depend to a significant degree on reimbursement of the costs
of such products and related services at acceptable levels from government authorities and other organizations. We cannot assure you
that reimbursement in the United States or foreign countries will be available for any products we may develop or, if available, will
not be decreased in the future, or that reimbursement amounts will not reduce the demand for, or the price of, our products with a consequent
harm to our business. We cannot predict what additional regulation or legislation may be enacted in the future or what effect such regulation
or legislation may have on our business. If additional regulations are overly onerous or expensive makes our business more expensive
or burdensome than originally anticipated, we may be forced to significantly downsize our business plans or completely abandon our business
model.

 It
may be difficult to enforce a U.S. judgment against us, our officers and some of our directors and the foreign persons named in this
registration statement in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or
serve process on our officers and directors and these experts.

 While
we are incorporated in the State of Nevada, currently three of our directors and executive officers are not residents of the United States,
and the foreign persons named in this Annual report on Form 10-K are located outside of the United States. The majority of our assets
are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S.
court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a
U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for
an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in foreign countries.
Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign countries are not
necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine
that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law
must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign
countries law. There is little binding case law in foreign countries addressing the matters described above.

 We
have not adopted various corporate governance measures, and as a result, stockholders may have limited protections against interested
director transactions, conflicts of interest and similar matters.

 Federal
legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed
to promote the integrity of corporate management and the securities markets. Because our securities are not yet listed on a national
securities exchange, we are not required to adopt these corporate governance measures and have not done so voluntarily in order to avoid
incurring the additional costs associated with such measures. Furthermore, the absence of the governance measures referred to above with
respect to our Company may leave our stockholders with more limited protection in connection with interested director transactions, conflicts
of interest and similar matters.

 We
intend to rely on third parties to conduct clinical trials (if needed). If these third parties do not meet our deadlines or otherwise
conduct the trials as required, our clinical trials programs could be delayed or unsuccessful and we may not be able to obtain regulatory
approval for or commercialize our product candidates when expected or at all.

 We
do not have the ability to conduct all aspects of our clinical trials ourselves. We intend to use Contract Research Organizations (CROs)
to conduct clinical trials that we may be required to conduct and will rely upon medical institutions, clinical investigators and CRO's
and consultants to conduct these trials in accordance with our clinical protocols. Our future CROs, investigators and other third parties
play a significant role in the conduct of these trials and the subsequent collection and analysis of data from the clinical trials.

 There
is no guarantee that any CROs, investigators and other third parties upon which we rely for administration and conduct of clinical trials
will devote adequate time and resources to such trials or perform as contractually required. If any of these third parties fail to meet
expected deadlines, fail to adhere to our clinical protocols or otherwise perform in a substandard manner, our clinical trials may be
extended, delayed, or terminated. If any of these clinical trial sites terminate for any reason, we may experience the loss of follow-up
information on patients enrolled in our ongoing clinical trials unless we are able to transfer the care of those patients to another
qualified clinical trial site. In addition, principal investigators for any clinical trials we conduct may serve as scientific advisors
or consultants to us from time to time and receive cash or equity compensation in connection with such services. If these relationships
and any related compensation result in perceived or actual conflicts of interest, the integrity of the data generated at the applicable
clinical trial site may be jeopardized.

 The
Protection from our Future Patents is Uncertain.

 We
will rely on patents and trade secrets for the protection of our intellectual property. The issuance of a patent by the Patent Office
does not ensure that the patent will be upheld if it is challenged in litigation or that the patent will not be found to infringe upon
patents validly issued to others. We could be exposed to substantial litigation expense defending their intellectual property as well
as liability to others.

 Our
Products may Become Technologically Obsolete.

 The
anti-snoring and anti-sleep apnea products market is characterized by extensive research and development activities. New developments
are expected to continue at a rapid pace and there can be no assurance that new discoveries will not render our products, processes and
devices uneconomical or obsolete. The likelihood of success for our products must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with the development of new medical processes, devices and products and
their level of acceptance by the medical community.

 We
may Encounter Liabilities Involving Customers and Third Parties.

 The
sale of medical devices can result in claims for injury if a product causes harm or fails to perform as promised. Although we have not
been subject to any such claim, no assurance can be given that such claims will not be made in the future or that we can obtain any insurance
coverage. If we were subject to an uncovered claim, our assets could be greatly reduced. Though we intend to obtain product liability
insurance prior to the commercialization of our product, we currently don't have a policy in place.

 Government
Regulations May Result in Costs and Delays.

 The
development, testing, production and marketing of our future products are subject to regulation by the FDA as devices under 1976 Medical
Device Amendments to the Federal Food, Drug and Cosmetic Act. Additionally, our products may be subject to regulation by similar agencies
in other states and foreign countries. While we believe that we have complied with all applicable laws and regulations, continued compliance
with such laws or regulations, including any new laws or regulations, might impose additional costs on us which could adversely affect
its financial performance and results of operations.

 Any
product candidates we may advance into clinical trials (assuming the FDA so requires) may be subject to extensive regulation, which can
be costly and time consuming, cause unanticipated delays or prevent the receipt of the required approvals to commercialize some of our
product candidates, all of which can adversely affect our business.

 Before
we can market a new medical device, such as our proposed Apnea related products, we must first receive clearance under Section 510(k)
of the FDA. In the 510(k) clearance process, before a device may be marketed in the US, the FDA must determine that such proposed device
or app is "substantially equivalent" to a legally-marketed "predicate" device, which includes a device that has
been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device),
a device that was originally on the U.S. market pursuant to an approved pre-market approval ("PMA") and later down-classified,
or a 510(k)-exempt device. To be "substantially equivalent," the proposed device must have the same intended use as the predicate
device, and either have the same technological characteristics as the predicate device or have different technological characteristics
and not raise different questions of safety or effectiveness than the predicate device.

 The
510(k) clearance process can be expensive, lengthy and uncertain. The FDA's 510(k) clearance process usually takes from three to
12 months, but can last longer. Despite the time, effort and cost, a device may not be cleared by the FDA. Any delay or failure to obtain
necessary regulatory clearances could harm our business, including our ability to commercialize our product and our shareholders could
lose their entire investment. Furthermore, even if we are granted the required regulatory clearances, such clearances may be subject
to significant limitations on the indicated uses for the device, which may limit the market for our product.

 As
noted, our regulatory approval plan is to obtain 510(K) clearance, however no assurance can be granted that we will so succeed. If the
510(k) clearance is not granted to us, the device testing, clinical trials, manufacturing, labeling, storage, record-keeping, advertising,
promotion, import, export, marketing and distribution of our product candidates are subject to extensive regulation by the FDA in the
United States and by comparable health authorities in foreign markets.

 Despite
the time and expense invested in clinical trials of product candidates, commercial sale approval from applicable regulatory authority
is never guaranteed.

 FDA
or and other regulatory agency can delay, limit or deny approval of a product candidate for many reasons, including:

 the
 FDA or other foreign regulatory authority as applicable may disagree with the design or implementation of our clinical trials;

 we
 may be unable to demonstrate to the satisfaction of the FDA that a product candidate is safe and effective for any indication;

 the
 FDA may not accept the clinical data from trials which are conducted by individual investigators in countries where the standard
 of care is potentially different from the United States;

 the
 results of clinical trials may not meet the level of statistical significance required by the FDA for clearance;

 the
 FDA may disagree with our interpretation of data from the bench testing, or clinical trials;

 the
 FDA may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we or our collaborators
 contract for clinical and commercial supplies; or

 the
 approval policies or regulations of the FDA may significantly be changed in a manner rendering our clinical data insufficient for
 approval.

 In
addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take
other actions, which may prevent or delay approval or clearance of our products or impact our ability to modify our products after clearance
on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain
clearance for our devices, increase the costs of compliance or restrict our ability to maintain products after clearance. For example,
as part of the Food and Drug Administration Safety and Innovation Act, or FDASIA, enacted in 2012, Congress reauthorized the Medical
Device User Fee Amendments with various FDA performance goal commitments and enacted several "Medical Device Regulatory Improvements"
and miscellaneous reforms, which are further intended to clarify and improve medical device regulation both pre- and post-clearance.
Some of these proposals and reforms could impose additional regulatory requirements upon us that could delay our ability to obtain new
clearance, increase the costs of compliance or restrict our ability to maintain any commercial sale approval we are able to obtain.

 With
respect to foreign markets, approval procedures vary among countries and can involve additional product testing and administrative review
periods. Any delay in obtaining, or an inability to obtain, applicable regulatory approvals would prevent us from commercializing our
product candidates.

 We
may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational
damage.

 We
are subject to laws and regulations covering data privacy and the protection of personal information, including health information. The
legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy
and data protection issues which may affect our business. In the U.S., numerous federal and state laws and regulations, including state
security breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the
collection, use, disclosure, and protection of personal information. Each of these laws is subject to varying interpretations by courts
and government agencies, creating complex compliance issues for us. If we fail to comply with applicable laws and regulations we could
be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health
information from a covered entity in a manner that is not authorized or permitted by the Health Insurance Portability and Accountability
Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HIPAA.

 Other
countries have, or are developing, laws governing the collection, use and transmission of personal information as well. The EU and other
jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. In the EU, for example,
effective May 25, 2018, the GDPR replaced the prior EU Data Protection Directive (95/46) that governed the processing of personal data
in the European Union. The GDPR imposes significant obligations on controllers and processors of personal data, including, as compared
to the prior directive, higher standards for obtaining consent from individuals to process their personal data, more robust notification
requirements to individuals about the processing of their personal data, a strengthened individual data rights regime, mandatory data
breach notifications, limitations on the retention of personal data and increased requirements pertaining to health data, and strict
rules and restrictions on the transfer of personal data outside of the EU, including to the U.S. The GDPR also imposes additional obligations
on, and required contractual provisions to be included in, contracts between companies subject to the GDPR and their third-party processors
that relate to the processing of personal data. The GDPR allows EU member states to make additional laws and regulations further limiting
the processing of genetic, biometric or health data.

 Any
failure to comply with the requirements of GDPR and applicable national data protection laws of EU member states, could lead to regulatory
enforcement actions and significant administrative and/or financial penalties against us (fines of up to Euro 20,000,000 or up to 4%
of the total worldwide annual turnover of the preceding financial year, whichever is higher), and could adversely affect our business,
financial condition, cash flows and results of operations.

 If
we or our third-party manufacturers fail to comply with the FDA's Quality System Regulation, or QSR, our manufacturing operations
could be interrupted.

 In
the US, we and our future contract manufacturers are required to comply with the FDA's QSR requirements which covers the methods
and documentation of the design, testing, production, quality control, labeling, packaging, storage shipping and distribution of our
products. In other foreign countries ISO 13485 standard is used (but not limited), to show compliance with the design and manufacturing
requirements. We and our suppliers are also subject to the regulations of foreign jurisdictions regarding the manufacturing process if
we or our distributors market our products abroad. We continue to monitor our quality management in order to improve our overall level
of compliance. Our facilities will be subject to periodic and unannounced inspection by U.S. and other foreign regulatory agencies as
applicable to audit compliance with the regulations. If our facilities or those of our suppliers are found to be in violation of applicable
laws and regulations, or if we or our suppliers fail to take satisfactory corrective action in response to an adverse inspection, the
regulatory authority could take enforcement action, including any of the following sanctions:

 untitled
 letters, warning letters, fines, injunctions, consent decrees and civil penalties;

 customer
 notifications or repair, replacement or refunds;

 operating
 restrictions or partial suspension or total shutdown of production;

 recalls,
 withdrawals, or administrative detention or seizure of our products;

 refusing
 or delaying requests for 510(k) marketing clearance applications relating to new products or modified products;

 withdrawing
 the product from the market;

 refusing
 to provide Certificates for Foreign Government;

 refusing
 to grant export approval for our products; or

 pursuing
 criminal prosecution.

 Any
of these sanctions could impair our ability to produce AppySleep PRO in a cost-effective and timely manner in order to meet our customers'
demands and could have a material adverse effect on our reputation, business, results of operations and financial condition. We may also
be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate
profits.

 We
depend on our collaborators to help us develop and test our devices, and our ability to develop and commercialize our devices may be
impaired or delayed if collaborations are unsuccessful.

 Our
strategy for the development, testing and commercialization of our anti-snoring devices may require that we enter into collaborations
with consultants, corporate partners, licensors, licensees and others. We are dependent upon the subsequent success of these other parties
in performing their respective responsibilities and the continued cooperation of our partners. Our collaborators may not cooperate with
us or perform their obligations under our agreements with them. We cannot control the amount and timing of our collaborators' resources
that will be devoted to our research and development activities related to our collaborative agreements with them. Our collaborators
may choose to pursue existing or alternative technologies in preference to those being developed in collaboration with us.

 Under
agreements with collaborators, we may rely significantly on such collaborators to, among other things, design prototypes for and value
our intellectual property, and market for us any commercial products that result from our collaborations.

 With
respect to any additional clinical studies for our products which are required by the FDA or with respect to Clinical Trials relating
to the development of our core technology for other applications, we rely on clinical investigators and clinical sites, some of which
are private practices, and some of which are research university- or government-affiliated, to enroll patients in our Clinical Trials.

 However,
we may not be able to control the amount and timing of resources that clinical sites and other third parties may devote to our Clinical
Trials. If these clinical investigators and clinical sites fail to enroll a sufficient number of patients in our Clinical Trials, or
if the clinical sites fail to comply adequately with the clinical protocols, we will be unable to complete these trials, which could
prevent us from obtaining regulatory approvals for our products or other products developed from our core technology. Our agreements
with clinical investigators and clinical sites for clinical testing place substantial responsibilities on these parties and, if these
parties fail to perform as expected, our trials could be delayed or terminated.

 If
these clinical investigators, clinical sites or other third parties do not carry out their contractual duties or obligations or fail
to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain are compromised due to their failure to adhere
to our clinical protocols or for other reasons, our Clinical Trials may be extended, delayed or terminated, and we may be unable to obtain
regulatory approval for, or successfully commercialize, our products or other products developed from our core technology.

 In
addition to the foregoing, any initial or additional clinical studies for any of our products which are required by the FDA and any Clinical
Trials relating to the development of our core technology for other applications may be delayed or halted for numerous other reasons,
including, but not limited to, the following:

 the
 FDA, an Institutional Review Board ("IRB") or other regulatory authorities place our clinical trial on hold;

 patients
 do not enroll in Clinical Trials at the rate we expect;

 patient
 follow-up is not at the rate we expect;

 IRBs
 and third-party clinical investigators delay or reject our trial protocol;

 third-party
 organizations do not perform data collection and analysis in a timely or accurate manner;

 regulatory
 inspections of our Clinical Trials or manufacturing facilities, among other things, require us to undertake corrective action or
 suspend or terminate our Clinical Trials, or invalidate our Clinical Trials;

 changes
 in governmental regulations or administrative actions; and

 the
 interim or final results of the clinical trial are inconclusive or unfavorable as to safety or effectiveness.

 If
our products are approved for reimbursement, we anticipate experiencing significant pressures on pricing.

 We
may not develop a substantial number of commercialized products.

 We
are a development stage company and currently have one commercialized product, the AppySleep. We believe that the patents that we have
acquired will allow us to develop additional devices and prove usefulness for other applications. However, while we believe we will achieve
the desired clinical results, commercialization of each of our products remains subject to certain significant risks. Our efforts may
not lead to commercially successful products for a number of reasons, including:

 we
 may not be able to obtain regulatory approvals for our devices, or the approved indication may be narrower than we seek;

 any
 of our devices may not prove to be safe and effective in Clinical Trials to the FDA's satisfaction;

 physicians
 may not receive any reimbursement from third-party payers, or the level of reimbursement may be insufficient to support widespread
 adoption of our devices;

 we
 may experience delays in our continuing development program;

 any
 products that are approved by regulators may not be accepted in the marketplace by physicians or patients;

 we
 may not have adequate financial or other resources to complete the continued development or to commence the commercialization of
 our devices and we will not have adequate financial or other resources to achieve significant commercialization of our devices;

 we
 may not be able to manufacture our products in commercial quantities or at an acceptable cost; and

 rapid
 technological change may make our technology and products obsolete.

 Non-FDA
Government Regulation May Affect our Results.

 The
advertising of our devices will be subject to both FDA and Federal Trade Commission regulations. In addition, the sale and marketing
of our devices will be subject to a complex system of federal and state laws and regulations intended to deter, detect, and respond to
fraud and abuse in the healthcare system. These laws and regulations restrict and may prohibit pricing, discounting, commissions and
other commercial practices that may be typical outside of the healthcare business. In particular, anti-kickback and self-referral laws
and regulations will limit our flexibility in crafting promotional programs and other financial arrangements in connection with the sale
of our products and related services, especially with respect to physicians seeking reimbursement through Medicare or Medicaid. These
federal laws include, by way of example, the following:

 the
 anti-kickback statute prohibits certain business practices and relationships that might affect the provision and cost of healthcare
 services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration
 for the referral of patients whose care will be paid by Medicare or other federal healthcare programs;

 the
 physician self-referral prohibition, commonly referred to as the Stark Law, which prohibits referrals by physicians of Medicare or
 Medicaid patients to providers of a broad range of designated healthcare services in which the physicians or their immediate family
 members have ownership interests or with which they have certain other financial arrangements;

 the
 anti-inducement law, which prohibits providers from offering anything to a Medicare or Medicaid beneficiary to induce that beneficiary
 to use items or services covered by either program;

 the
 Civil False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims
 for payment by the federal government, including the Medicare and Medicaid programs; and

 the
 Civil Monetary Penalties Law, which authorizes the US Department of Health and Human Services ("HHS") to impose civil
 penalties administratively for fraudulent or abusive acts.

 Sanctions
for violating these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments, money penalties,
imprisonment, denial of Medicare and Medicaid payments, or exclusion from the Medicare and Medicaid programs, or both. These laws also
impose an affirmative duty on those receiving Medicare or Medicaid funding to ensure that they do not employ or contract with persons
excluded from the Medicare and other government programs.

 Many
states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend beyond
the Medicare and Medicaid programs to prohibit the payment or receipt of remuneration for the referral of patients and physician self-referrals
regardless of whether the service was reimbursed by Medicare or Medicaid. Many states have also adopted or are considering legislative
proposals to increase patient protections, such as limiting the use and disclosure of patient-specific health information. These state
laws typically impose criminal and civil penalties similar to the federal laws.

 In
the ordinary course of their business, medical device manufacturers and suppliers have been and are subject regularly to inquiries, investigations
and audits by federal and state agencies that oversee these laws and regulations. Recent federal and state legislation has greatly increased
funding for investigations and enforcement actions, which have increased dramatically over the past several years. This trend is expected
to continue. Private enforcement of healthcare fraud also has increased, due in large part to amendments to the Civil False Claims Act
in 1986 that were designed to encourage private persons to sue on behalf of the government. These whistleblower suits by private persons,
known as qui tam relaters, may be filed by almost anyone, including physicians and their employees and patients, our employees, and even
competitors. The Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), in addition to its privacy provisions,
created a series of new healthcare-related crimes.

 Our
Clinical Trials could be delayed by factors over which we have little control.

 The
start or conduct of a clinical trial can be delayed by a number of factors that may include, but are not limited to, government sequestration
that could limit the availability of federal grants or delay in the approval and compliance process of where our clinical trial will
be conducted. As a result, the purchase of equipment necessary to prepare and optimize the prototype for the clinical trial could be
delayed.

 The
FDA may require additional Clinical Trials and any adverse results in such Clinical Trials, or difficulties in conducting such Clinical
Trials, could have a material adverse effect on our business.

 The
occurrence of unexpected findings in connection with any initial or subsequent clinical trial required by the FDA may prevent or delay
obtaining approval. In addition, subsequent clinical studies would require the expenditure of additional company resources and could
be a long and expensive process subject to unexpected delays. Any adverse results in such Clinical Trials, or difficulties in conducting
such Clinical Trials, could have a material adverse effect on our business.

 If
any additional products are approved by the FDA, they may be approved only for narrow indications.

 Even
if approved, our devices may not be approved for the indications that are necessary or desirable for successful commercialization.

 If
we wish to modify any of our devices after receiving FDA approval, including changes in indications or other modifications that could
affect safety and effectiveness, additional approvals could be required from the FDA, we may be required to submit extensive pre-clinical
and clinical data, depending on the nature of the changes. Any request by the FDA for additional data, or any requirement by the FDA
that we conduct additional clinical studies, could delay the commercialization of our devices and require us to make substantial additional
research, development and other expenditures. We may not obtain the necessary regulatory approvals to market our devices in the U.S.
or anywhere else. Any delay in, or failure to receive or maintain, approval for our proprietary square wave form device and/or cell-free
therapies could prevent us from generating revenue or achieving profitability, and our business, financial condition, and results of
operations would be materially adversely affected.

 Our
reliance on the activities of our non-employee consultants whose activities are not wholly within our control, may lead to delays in
development of proposed products or in the development of our business.

 We
rely extensively upon and have relationships with consultants. These consultants are not our employees and may have commitments to, or
consulting or advisory contracts with, other entities that may limit their availability to us. We have limited control over the activities
of these consultants and, except as otherwise required by our collaboration and consulting agreements to the extent they exist, can expect
only limited amounts of their time to be dedicated to our activities.

 Risks
Relating to Our Israel Operations

 Our
technology development is headquartered in Israel and, therefore, our results may be adversely affected by economic restrictions imposed
on, and political and military instability in, Israel.

 Our
technology development headquarters, which houses substantially all of our research and development team, including engineers, machinists,
researchers, and clinical and regulatory personnel as well as the facility of our contract manufacturer and final assembly are located
in Israel. Our employees, service providers, directors and officers are residents of Israel. Accordingly, political, economic and military
conditions in Israel and the surrounding region may directly affect our business. Any hostilities involving Israel or the interruption
or curtailment of trade within Israel or between Israel and its trading partners could materially and adversely affect our business,
financial condition and results of operations and could make it more difficult for us to raise capital. Although we plan to maintain
inventory in the United States and Israel, an extended interruption could materially and adversely affect our business, financial condition
and results of operations.

 Recent
political uprisings, social unrest and violence in various countries in the Middle East and North Africa, including Israel's neighbors
Egypt and Syria, are affecting the political stability of those countries. This instability may lead to deterioration of the political
relationships that exist between Israel and these countries and has raised concerns regarding security in the region and the potential
for armed conflict. Our commercial insurance does not cover losses that may occur as a result of an event associated with the security
situation in the Middle East. Any losses or damages incurred by us could have a material adverse effect on our business. In addition,
Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong
influence among parties hostile to Israel in areas that neighbor Israel, such as the Syrian government, Hamas in Gaza and Hezbollah in
Lebanon. Any armed conflicts, terrorist activities or political instability in the region could materially and adversely affect our business,
financial condition and results of operations.

 Our
operations and the operations of our contract manufacturer may be disrupted as a result of the obligation of Israeli citizens to perform
military service.

 Many
Israeli citizens are obligated to perform one month, and in some cases more, of annual military reserve duty until they reach the age
of 45 (or older, for reservists with certain occupations) and, in the event of a military conflict, may be called to active duty. In
response to terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will
be additional military reserve duty call-ups in the future in connection with this conflict or otherwise. Some of our employees, consultants
and employees of the manufacturer of our products, are required to perform annual military reserve duty in Israel and may be called to
active duty at any time under emergency circumstances. Our operations and the operations of our manufacturer could be disrupted by such
call-ups.

 Our
sales may be adversely affected by boycotts of Israel.

 Several
countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose
restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. In addition,
there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government
policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.

 Risks
Related to Ownership of Our Common Stock

 Our
chairman may exert significant influence over its affairs, including the outcome of matters requiring stockholder approval.

 Our
Chairman owns, in the aggregate, beneficially own approximately 43.7% of our outstanding common stock as of the date of this filing.
As a result, he will have the ability, acting together, to control the election of the Company's directors and the outcome of corporate
actions requiring stockholder approval, such as: (i) a merger or a sale of the Company, (ii) a sale of all or substantially all of its
assets, and (iii) amendments to its certificate of incorporation. This concentration of voting power and control could have a significant
effect in delaying, deferring or preventing an action that might otherwise be beneficial to the Company's other stockholders and
be disadvantageous to the Company's stockholders with interests different from those individuals. Certain of these individuals
also have significant control over the Company's business, policies and affairs as officers or directors of the Company. Therefore,
you should not invest in reliance on your ability to have any control over the Company.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.

 The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business, which research and reports are not and would not be subject to our control. We currently do not have and may never
obtain research coverage by securities analysts, and industry analysts that currently cover us may cease to do so. If no securities analysts
commence coverage of our company, or if industry analysts cease coverage of our company, the trading price for our stock could be materially
and adversely impacted. In the event we obtain securities analyst coverage, if one or more of the analysts who cover us downgrade our
stock or publish inaccurate or unfavorable research about our business, our stock price may be materially and adversely impacted. If
one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease,
which might cause our stock price and trading volume to decline.

 A
decline in the price of our common stock could affect our ability to raise any required working capital and adversely impact our operations.

 A
decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability
to raise any required capital for our operations. Because we intend to fund the Company in the future primarily through the sale of equity
securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations.
A reduction in our ability to raise equity capital in the future may have a material adverse effect upon our business plan and operations.
If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our
obligations.

 The
large number of shares eligible for immediate and future sales may depress the price of our stock.

 As
of the date of this filing we have shares of common stock outstanding which are "free trading" and may serve to overhang
the market and depress the price of our common stock.

 "Penny
Stock" rules may make buying or selling our common stock difficult. Limitations upon Broker-Dealers Effecting Transactions in "Penny
Stocks"

 Trading
in our common stock is subject to material limitations as a consequence of regulations which limit the activities of broker-dealers effecting
transactions in "penny stocks." Pursuant to Rule 3a51-1 under the Exchange Act, our common stock is a "penny stock"
because it (i) is not listed on any national securities exchange or The NASDAQ Stock Market, (ii) has a market price of less than
$5.00 per share, and (iii) its issuer (the Company) has net tangible assets less than $2,000,000 (if the issuer has been in business
for at least three (3) years) or $5,000,000 (if the issuer has been in business for less than three (3) years).

 Rule
15g-9 promulgated under the Exchange Act imposes limitations upon trading activities on "penny stocks", which makes selling
our common stock more difficult compared to selling securities which are not "penny stocks." Rule 15a-9 restricts the solicitation
of sales of "penny stocks" by broker-dealers unless the broker first (i) obtains from the purchaser information concerning
his financial situation, investment experience and investment objectives, (ii) reasonably determines that the purchaser has sufficient
knowledge and experience in financial matters that the person is capable of evaluating the risks of investing in "penny stocks",
and (iii) delivers and receives back from the purchaser a manually signed written statement acknowledging the purchaser's investment
experience and financial sophistication.

 Rules
15g-2 through 15g-6 promulgated under the Exchange Act require broker-dealers who engage in transactions in "penny stocks"
first to provide their customers with a series of disclosures and documents, including (i) a standardized risk disclosure document identifying
the risks inherent in investing in "penny stocks", (ii) all compensation received by the broker-dealer in connection with
the transaction, (iii) current quotation prices and other relevant market data, and (iv) monthly account statements reflecting the fair
market value of the securities.

 There
can be no assurance that any broker-dealer which initiates quotations for the Common Stock will continue to do so, and the loss of any
such broker-dealer likely would have a material adverse effect on the market price of our common stock.

 FINRA
sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

 In
addition to the "penny stock" rules described below, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer's financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least
some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock,
which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 Because
our common stock is deemed a low-priced "penny stock," it will be cumbersome for brokers and dealers to trade in our common
stock, making the market for our common stock less liquid and negatively affect the price of our stock.

 We
will be subject to certain provisions of the Securities Exchange Act of 1934 (the "Exchange Act"), commonly referred to as
the "penny stock" rules as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has
a market price less than $5.00 per share, subject to certain exceptions. Since our stock is deemed to be a penny stock, trading is subject
to additional sales practice requirements of broker-dealers. These require a broker-dealer to:

 Deliver
 to the customer, and obtain a written receipts for, a disclosure document;

 Disclose
 certain price information about the stock;

 Disclose
 the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

 Send
 monthly statements to customers with market and price information about the penny stock; and

 In
 some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer
 with information specified in the rules.

 Consequently,
penny stock rules and FINRA rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our
common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have
a material adverse effect on the trading of our shares.

 We
Have Paid No Dividends

 We
have never paid any dividends on our common stock, and we do not intend to pay any dividends in the foreseeable future.

 We
have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences and
privileges that may adversely affect the common stock. Our CEO has, by virtue of his preferred stock ownership, voting control over all
matters.

 We
are authorized to issue 500,000 shares of "blank check" preferred stock, with such rights, preferences and privileges as
may be determined from time-to-time by our board of directors. As of the date of this report, we currently have 230,598 shares of Convertible
Preferred Stock outstanding, of which 222,664 shares are held by our chairman. Our board of directors is empowered, without shareholder
approval, to issue preferred stock in one or more series, and to fix for any series the dividend rights, dissolution or liquidation preferences,
redemption prices, conversion rights, voting rights, and other rights, preferences and privileges for the preferred stock. The issuance
of shares of preferred stock, depending on the rights, preferences and privileges attributable to the preferred stock, could adversely
reduce the voting rights and powers of the common stock and the portion of the Company's assets allocated for distribution to common
stockholders in a liquidation event, and could also result in dilution in the book value per share of the common stock we are offering.
The preferred stock could also be utilized, under certain circumstances, as a method for raising additional capital or discouraging,
delaying or preventing a change in control of the Company, to the detriment of the investors in the common stock offered hereby. We cannot
assure you that the Company will not, under certain circumstances, issue shares of its preferred stock.

 The
elimination of personal liability of our directors and officers under Nevada law and the existence of indemnification rights held by
our directors, officers and employees may result in substantial expenses.

 Our
Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws eliminate to the furthest extent permitted
under Nevada law the personal liability of our directors and officers to us, our stockholders and creditors for damages as a result of
any act or failure to act in his or her capacity as a director or officer. Furthermore, our Amended and Restated Articles of Incorporation,
our Amended and Restated Bylaws and individual indemnification agreements that we have entered with each of our directors and officers
provide that we are obligated to indemnify, subject to certain exceptions, each of our directors or officers to the fullest extent authorized
by Nevada law and, subject to certain conditions, to advance the expenses incurred by any director or officer in defending any action,
suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover
the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions
and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of our current or former directors or officers
for such damages, even if such actions might otherwise benefit our stockholders.

 We
do not intend to pay cash dividends on our capital stock in the foreseeable future.

 We
have never declared or paid any cash dividends on our common stock and do not anticipate paying any dividends in the foreseeable future.
We currently intend to retain all future earnings to fund the development of our products.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
recognize the importance of developing, implementing and maintaining cybersecurity measures to better safeguard our information systems
and protect the confidentiality, integrity and availability of our data. Our management team will work to evaluate and address cybersecurity
risks in alignment with our business objectives and operational needs. We have not been subject to cybersecurity challenges that have
materially impaired our operations or financial standing. In the future, the Company will require the Board and employees to complete
cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.

 ITEM
2. PROPERTIES

 We
do not own any real property.

 We
lease office premises in part of the personal residence of our Chairman. We believe that our facilities
are generally in good condition and suitable to carry on our business. We also believe that, if required, suitable alternative or additional
space will be available to us on commercially reasonable terms.

 ITEM
3. LEGAL PROCEEDINGS

 On
August 11, 2022, a lawsuit was filed in the Tel Aviv Magistrate's Court against our Chairman and majority shareholder, Boris Molchadsky,
G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleepX Ltd.) and SleepX, Ltd., our subsidiary
(collectively, the "Defendants") [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel.
A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023.

 The
lawsuit is based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of
agreements reached in a mediation proceeding that took place in 2015.

 The
suit alleges that the Defendants, amongst other things, did not disclose to the plaintiff certain transactions to which the Plaintiff
was presumably entitled to compensation and hence the plaintiff demanded an accounting of the transactions and refund of amounts invested.
With respect to SleepX. the plaintiff alleged that it made a deal with Nexsense, Inc. which wasn't disclosed to the plaintiff,
while allegedly the technology and patents of Nexsense, Inc. were transferred to SleepX (which was established shortly before the reverse
merger between AppYea and SleepX), thus allegedly aimed to the concealment of assets from the plaintiff.

 On
July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement of defense, denying the allegations and argued that the claim
should be dismissed, due to the statute of limitations, lack of cause of action, lack of jurisdiction, delay in filing the claim, and
respecting SleepX, also due to the lack of legal rivalry between SleepX and the plaintiff.

 In
addition, the Defendants submitted several preliminary requests to dismiss the claim outright, including a plea to dismiss the claim
on the grounds it was submitted to the magistrate court, which is not the competent court according to law, due to the economic nature
of the claim. Nexsense, Inc. submitted a request to dismiss the claim against it because it was not properly served under the law (given
the different service rules for defendants whose domicile is outside of Israel).

 Recently,
the Magistrate's Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred
to the economic department of the District Court in Tel Aviv.

 A
preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties
to attempt mediation before the ruling. The parties are considering different mediators (which must be mutually agree to) and following
the selection of a mediator, the parties will schedule a date for the mediation.

 We
cannot, at this stage, know the effects, if any, of these actions on our subsidiary SleepX and / or the Company. However, SleepX together
with the other Defendants, intend to vigorously defend against the lawsuit.

 Aside
from the disclosure above, from time to time we may become involved in various legal proceedings that arise in the ordinary course of
business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted
with certainty, we are currently not aware of any such legal proceedings that arise in the ordinary course of business, including actions
related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently
not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse
effect on our business, financial condition, or results of operations.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is currently quoted on the OTCQB-tier of OTC Markets under the symbol "APYP." We started being quoted on the
OTCQB-tier of OTC Markets on October 17, 2022. As of March 31, 2024 we had 416,697,257 shares of our common stock outstanding. Any over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions

 As
of March 31, 2024, there were 82 holders of record of our common stock, and the last reported sale price of our common stock on the OTCQB-tier
of OTC Markets on March 28, 2024 was $0.032.

 Dividend
Policy

 To
date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain
all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare
and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may
consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

 Unregistered
Sales of Equity Securities

 None

 Issuer
Purchases of Equity Securities

 None

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022
and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial
condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis
of significant trends and material changes in our financial position and the operating results of our business during the year ended
December 31, 2023, as compared to the fiscal year ended December 31, 2022. This discussion should be read in conjunction with our consolidated
financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and related notes included elsewhere in this
Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management's
Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are
based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly
in "Item 1A. Risk Factors."

 Critical
Accounting Policies and Estimates

 We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). In
doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenues, and expenses,
as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting
policies and estimates. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly,
actual results could differ materially from our estimates. To the extent that there are material differences between these estimates
and actual results, our financial condition or results of operations will be affected. We base our estimates on past experience and other
assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to
accounting estimates of this type as critical accounting policies and estimates, which we discuss further below.

 Use
of estimates

 The
accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United
States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expense. Significant estimates include our ability to continue as going concern, the recoverability of long-lived
assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative
liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates.
Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

statements in United States dollars

 The
functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which
the Company operates. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts.
Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, "Foreign Currency
Matters" In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of
the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations,
the exchange rates applicable on the relevant transaction dates are used.. All transaction gains and losses from re-measurement of monetary
balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial
Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.627 and 3.519 as of December 31, 2023 and 2022,
respectively.

 Cash
and Cash equivalents

 Cash
equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of
three months or less.

 Property,
plant and equipment, net

 Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated
useful lives of the assets at a 33% annual rates.

 Severance
pay

 Certain
of the Company's employees have subscribed to Section 14 of Israel's Severance Pay Law, 5723-1963 ("Section 14").
According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in
their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance liabilities
(under the above Israeli Severance Pay Law) in respect of those employees. Neither severance pay liability nor severance pay fund under
Section 14 is recorded on the Company's balance sheet.

 Other
Intangible Assets

 Identifiable
intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 years.

 In
addition, the Company capitalizes qualifying costs incurred during the application development stage related to software developed for
internal use. These costs are capitalized based on qualifying criteria. Costs incurred to develop software applications consist of directly
attributable costs of preparing the asset for its intended use such as direct labor costs, direct consultants and subcontractors costs,
and overhead. Testing of impairment is performed annually over the period of the development project. The company the amortize those
costs over 3 -5 years, using straight line method, per the technology life period.

 Capitalized
internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December
31, 2023, the Company didn't amortize the internal-use software costs because it didn't reach the necessary stage.

 Derivative
Financial Instruments

 Management
evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.
For option based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments
at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required
within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign
currency risks.

 Fair
value of financial instruments

 As
defined in ASC 820 "Fair Value Measurements" ("ASC 820"), fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).
The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions
about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated,
or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes
a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs
(level 3 measurement).

 Concentrations
of credit risk

 The
financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative
financial instruments. Balances in various cash accounts may at times exceed insured limits. We have not experienced any losses in such
accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed
upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative
financial instruments). we believe the carrying values of our financial instruments approximate their fair values because they are short
term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant
off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Debt

 For
convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine
if the rate of conversion is below market value and should be categorized as a beneficial conversion feature ("BCF"). A BCF
related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is
recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the
resulting debt discount being accreted over the term of the note.

 The
Fair Value Measurement Option

 We
have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the
entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging ("ASC 815"). The
Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the
change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

and development costs

and development consist of costs incurred in the process of developing product improvements or new products and are expensed to the statement
of operations as incurred.

and administrative expenses

and administrative expenses consists of all corporate overhead costs incurred by the Company.

 Stock-Based
Compensation

 We
account for stock-based compensation in accordance with ASC 718, Stock Compensation ("ASC 718"). ASC 718, which requires
that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods.
It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to
apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes
fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based
payment transactions. The Company utilizes the straight-line method allocating the cost over the service period.

taxes

 The
Company accounts for income taxes in accordance with Accounting Standards Codification Topic 740, "Accounting for Income Taxes"
("ASC 740"), using the liability method whereby deferred tax assets and liability account balances are determined based on
the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.

 The
Company accounts for uncertain tax provisions in accordance with ASC 740. The ASC clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides
guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 Basic
and Diluted Net Income (Loss) per Share:

 The
Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation
of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during
the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using
the treasury stock method, and

preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS includes all dilutive potential
common shares if their effect is anti-dilutive. For the period ending December 31, 2023 and 2022, there were 260,972,365 and 49,824,701
shares, respectively, of convertible preferred stock outstanding and conversion privileges attached to convertible promissory notes payable.
The common share equivalents of these securities have been included in the calculations of loss per share because such inclusions would
have an antidilutive effect as the Company has incurred losses during the period ending December 31, 2022 and 2021.

 Recently
Issued Accounting Pronouncements

 On
January 1, 2021, the Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"),
which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general
principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12
did not have a material effect on its consolidated financial statements.

 In
August 2020, the FASB issued ASU 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), which is intended to
address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics
of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments
and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible
instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal
years, and interim periods in those fiscal years, beginning after December 15, 2023 (effective January 1, 2024) for smaller reporting
companies. The Company is determining the adoption of this new accounting guidance and the effect on its consolidated financial statements
throughout the period until implementation.

 Effective
January 1, 2023, the Company adopted ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326)," referred to herein as
ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments
that are not measured at fair value through net income. ASU 2016-13 replaced the existing incurred loss model with an expected credit
loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments.
Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized
cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial
assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company,
the allowance for credit losses must be adjusted for management's current estimate at each reporting date. The new guidance provides
no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have
a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under
currently generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected
credit losses on trade receivables under ASU 2016-13. The Company is determined the adoption of this new accounting guidance and the
effect on its consolidated financial statements throughout the period until implementation, and have no impact on the consolidated financial
statement..

 Key
Financial Terms and Metrics

 The
following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial
statements.

 Revenues

 We
have not generated revenues from product sales to date.

and Development Expenses

 The
process of researching and developing our product candidates is lengthy, unpredictable, and subject to many risks. We expect to continue
incurring substantial expenses for the next several years as we continue to develop our product candidates. We are unable, with any certainty,
to estimate either the costs or the timelines in which those expenses will be incurred. The design and development of our devices will
consume a large proportion of our current, as well as projected, resources.

 Our
research and development costs include costs are comprised of:

internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials
and supplies, facilities and maintenance costs attributable to research and development functions; and

fees paid to external parties who provide us with contract services, such as programing, preclinical testing, manufacturing and related
testing and clinical trial activities.

and Administrative Expenses

and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs
associated with executive, administrative and other support staff. Other significant general and administrative expenses include the
costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility
and maintenance costs attributable to general and administrative functions.

Expenses

expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar
currencies. Other financial expenses include bank's fees and interest on long term loans. Financial income derives mainly from
change in derivative value of convertible loans.

 Comparison
of the Year Ended December 31, 2023 to the Year Ended December 31, 2022.

 Our
financial results for the year ended December 31, 2023 are summarized as follows in comparison to the year ended December 31, 2022:

 Year Ended

 December 31,

 2023

 December 31,

 2022

 Operating Expenses

 Research and Development

 $
 124,000

 129,000

 General and Administrative

 $
 1,386,000

 2,017,000

 Financing expenses (income)

 $
 441,000

 52,000

 Loss for the year

 $
 1,817,000

 1,304,000

 Revenues.
 We have not recorded any revenues to date.

and Development Expenses, Research and development expenses decreased from $129,000 for the year ended December 31, 2022 to $124,000
for the twelve months ended December 31, 2023. The decrease is primarily attributable to decreased outlays in respect of the development
of our products.

and Administrative Expenses. General and administrative expenses decreased from $2,017,000 for the year ended December 31, 2022 to
$1,386,000 for the twelve months ended December 31, 2023. The decrease is primarily attributable to lower salary and professional services
expenses recorded in the 2023 period, of which $721,000 were non-cash stock based non-cash compensation expenses resulting from options
awards to our Chief Executive Officer, Chief Financial Officer and advisors.

 Loss.
Loss for the twelve months ended December 31, 2023 and 2022, was $1,817,000 and $1,304,000 respectively and is primarily attributable
to financial expenses and non-cash stock based compensation expenses referred to above.

 Liquidity
and Capital Resources

 From
inception, we have funded our operations from a combination of loans and sales of equity.

 As
of December 31, 2023, we had a total of $222,000 in cash resources and approximately $3,027,000 of liabilities, all of which are current
liabilities.

 AppYea
has experienced operating losses since its inception and had a total accumulated deficit of $6,326,000 as of December 31, 2023. We expect
to incur additional costs and require additional capital. We have incurred losses in nearly every year since inception. These losses
have resulted in significant cash used in operations. During the years ended December 31 2023 and 2022, our cash used in operations was
approximately $597,000 and $595,000, respectively. We need to continue and amplify our research and development efforts for our product
candidates (which are in various stages of development), strengthen our patent portfolio, establish operations processes, pursue FDA
clearance and international regulatory approvals and invest in marketing of our products, as we continue to conduct these activities,
we expect the cash needed to fund operations to increase significantly over the next several years.

 The
following table provides a summary of operating, investing, and financing cash flows for the period ended December 31, 2023 and 2022
respectively:

 For the Years ended

 Decembre 31,

 2023

 December 31,

 2022

 US Dollars

 Net cash used in operating activities

 $
 597,000

 595,000

 Net cash used in investment activities

 $
 93,000

 Net cash provided by Financing Activities

 $
 865,000

 442,000

 Between
June 2023 and March 2024, we raised an aggregate of $955,000 from private placement of shares of our common stock at a per share price
of $0.01 and the issuance of warrants, exercisable for a two year period from the date of issuance for an identical number of shares
at a per share exercise price of $0.04, and additional $225,000 from public capital raised through the company effective prospectus.
In respect of the raise the investors are entitled to an aggregate 118,000,000 shares of our common stock and identical number of warrants,
of which 61,741,100 have already been issued. The subscription proceeds are being used to complete the IOS design and development of
our biofeedback snoring treatment wristband (AppySleep product) as well as general corporate matters.

 Management
believes that funds on hand, will enable us to fund our operations and capital expenditure requirements through the end of the third
quarter of 2024. We need to raise additional operating capital in order to maintain operations as presently conducted and to realize
our business plan.

 Our
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the
date of these consolidated financial statements. However, the Company has incurred substantial losses. Our current liabilities exceed
our current assets and available cash is not sufficient to fund the expected future operations. The Company is raising additional capital
through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company
can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about
our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or liabilities as a result
of this uncertainty.

 We
cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to often volatile nature of the financial
markets, equity and debt financing may be difficult to obtain.

 We
may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations,
strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional
capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third
parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that
may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our
existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely
affect our stockholders' rights. If we raise additional capital through debt financing, we may be subject to covenants limiting
or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

 Going
Concern

 Our
financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable
to continue in operation. We have a stockholders' deficit of $2,539,000 and a working capital deficit of $2,749,000 on December
31 2023, as well as negative operating cash flows. Our report from our independent registered public accounting firm for the year ended
December 31, 2023, includes an explanatory paragraph stating the Company has recurring losses and limited operations which raise substantial
doubt about its ability to continue as a going concern. If the Company is unable to obtain adequate capital, the Company may be required
to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Smaller Reporting
Company Status

 Currently,
we qualify as a smaller reporting company.

 As
a smaller reporting company, we are eligible and have taken advantage of certain exemptions from various reporting requirements that
are not available to public reporting companies that do not qualify for this classification, including, but not limited to:

An opportunity for reduced disclosure obligations regarding executive compensation in our periodic and annual reports, including without
limitation exemption from the requirement to provide a compensation discussion and analysis describing compensation practices and procedures,

An opportunity for reduced financial statement disclosure in registration statements and in annual reports on Form 10-K, which only requires
two years of audited financial statements rather than the three years of audited financial statements that are required for other public
companies,

An opportunity for reduced audit and other compliance expenses as we are not subject to the requirement to obtain an auditor's
report on internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, and

An opportunity to utilize the non-accelerated filer time-line requirements beginning with our annual report for the year ending December
31, 2023 and quarterly filings thereafter.

 For
as long as we continue to be a smaller reporting company, we expect that we will take advantage of both the reduced internal control
audit requirements and the disclosure obligations available to us as a result of this classification.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The Company's consolidated financial statements, together with the report of the independent registered public
accounting firm thereon and the notes thereto, are presented beginning at page F-1. The Company's consolidated balance sheet as
of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders'
deficit and cash flows for the years then ended have been audited by Barzily & Co. These financial statements have been prepared in
accordance with accounting principles generally accepted in the United State of America and pursuant to Regulations S-K as promulgated
by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 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 are effective.

 Management's
Report on Internal Control over Financial Reporting

 Our
management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under
the supervision of, our principal executive and principal financial officers and effected by our board of directors, 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 GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management
and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of our company's assets that could have a material effect on the financial statements.

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this evaluation, our
management used the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

 Based
on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023 based
on those criteria.

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm on internal control over financial
reporting because we are a smaller reporting company and non-accelerated filer.

 Changes
in Internal Control Over Financial Reporting

 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
9B. OTHER INFORMATION

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable.

 PART
III

 ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

 The
Company's directors hold office until the next annual general meeting of the stockholders or until their successors are elected
and qualified. The Company's officers are appointed by its board of directors and hold office until the earlier of their death,
retirement, resignation, or removal.

 The
following table sets forth the names and ages of the members of the board of directors and the executive officers and the positions held
by each as of March 31, 2024.

 Name

 Age

 Position

 Boris
 (Bary) Molchadsky

 Chairman
 of the Board of Directors

 Adi
 Shemer

 Chief
 Executive Officer

 Asaf
 Porat

 Chief
 Financial Officer, Director

 Neil
 Kline

 Ron
 Mekler

 Business
Experience

 The
following is a brief account of the education and business experience of our current directors and executive officers:

 Boris
Molchadsky, Chairman. In September 2019, Mr. Molchadsky co-founded SleepX Ltd., and continues to serve as Chairman today. In August
2015, Mr. Molchadsky co-founded Nexense Technologies USA. Inc., a corporation focused on non-intrusive treatment for snoring and sleep
apnea. He additionally co-founded GPIS Ltd., in March 2007 and consults through it to companies until today. Furthermore, Mr. Molchadsky
has over fifteen years of experience in the capital markets working in leading investment firms. In the recent years, he has been working
in the field of sleep health in collaboration with the world's leading research institution, such as the Ben Gurion University,
Soroka Medical Center and Millenium Sleep Lab. Mr. Molchadsky holds a B.A. in Business Management and Finance from the University of
Manchester and a M.B.A in Finance from the Ono Academic College, in Israel.

 The
Board believes that Mr. Molchadsky's extensive experience in the industry, his long-standing involvement with SleepX and his knowledge
of our product candidates ideally suit him to serve on our Board.

 Adi
Shemer, Chief Executive Officer, possesses over 20 years' senior level experience in revitalizing and developing international
markets for companies with wide ranging experience in product strategy and market analysis. Mr. Shemer established and managed marketing
and distribution channels in the USA and Europe, mainly in the field of medical devices. From September 2019 he was director of operations
at Moving Life Ltd, an Israel based company that develops and markets devices intended to assist senior age population, with the mobile
scooter as its flagship product, where he was primarily responsible for managing the company's U.S. based subsidiary, including
developing a full service marketing system, information systems for control and sales management and overseeing the development of new
products and upgrades to existing products. From December 2018 to October 2019, he served as CEO for TR Bikes Ltd, an Israel based company
that develops, manufactures and markets manual and electric cargo bicycles for recreational and business purposes, where he established
engineering infrastructures of suppliers and production lines, oversaw direct marketing and B2B efforts including internet and production
platform infrastructures. From September 2009 to December 2018, he served as CEO at Tzora Active Systems Ltd, an Israel based company
that develops, manufactures, and markets add-on power motors for wheelchairs where he oversaw the re-design and re-focus of the company's
business and developed a strategic marketing plan in Israel and international markets. Mr. Shemer has BA from Ariel University in Israel
in Industrial Engineering.

 Asaf
Porat, Chief Financial Officer. From December 2019 to June 2021, Mr. Porat served as CFO for Geneyx LTD, a genetic and clinical data
source for pharma research, advancing novel diagnostics and drug development (SAAS). Mr. Porat was additionally the co-founder and CFO
of Cannibble FoodTech Ltd (CSE: PLCN)., from June 2018 to January 2020. Prior to this, he served as managing partner of ONYX Investment
Banking from July 2014 to January 2020. From Nov 2014 through Nov 2017, Mr. Porat served as an independent board member of Apolo Power
(traded on the TASE). Mr. Porat received a B.A. in Economics and Management from the Ben Gurion University of the Negev in 2003, and
an M.B.A in finance and accounting from Tel Aviv University in 2007.

 The
Board believes that Mr. Porat's wide ranging international business experience qualify him to serve on our Board.

 Dr.
Neil Kline, Board member. Dr. Neil Kline is an internist/sleep physician and entrepreneur with a diverse history in digital tech, media,
life sciences and healthcare startups. He founded Sleep Disorder Associates and American Sleep Association. Dr. Kline attended UCSD for
undergraduate, PCOM for medical school and internal medicine residency and sleep fellowship training at the University of Pennsylvania.

 The
Board believes that Dr. Klein's extensive knowledge of the relevant technologies qualify him to serve on our Board.

 Ron
Mekler, Director. Mr. Mekler has been serving in key positions during the past 20 years in both public and private institutions in Israel.
Since June 2013, he has been serving as chief financial officer at Clalit Health Services - the largest Health Services organization
in Israel. Prior thereto, between 2005-2013, he was Controller for Raviv Acs., a manufacturer of vehicle parts. In the years 2003-2005
he served as a Controller in Ashtrom, a Real Estate property management Company. Between 2001-2003 Mr. Mekler started his career as an
intern at Price Water House Coopers specializing in industrial, real estate and high-tech Companies. Mr. Mekler is a certified accountant
since 2003 (from BGU University) and has MBA in Business Management from the Ono Academic College.

 The
Board believes that Mr. Mekler's extensive experience in accounting and financial management qualifies him to serve on our Board

 Code
of Ethics

 The
Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small
size and limited resources and because management's attention has been focused on matters pertaining to business operations.

 Corporate
Governance

 The
business and affairs of the company are managed under the direction of our board. We have a board consisting of 4 members. In addition
to the contact information in this prospectus, each stockholder will be given specific information on how he/she can direct communications
to the officers and our director of the corporation. All material communications from stockholders are relayed to our board.

 Role
in Risk Oversight

 Our
board is primarily responsible for overseeing our risk management processes. The board receives and reviews periodic reports from management,
auditors, legal counsel, and others, as considered appropriate regarding our company's assessment of risks. The board focuses on
the most significant risks facing our company and our company's general risk management strategy, and also ensures that risks undertaken
by our company are consistent with the board's appetite for risk. While the board oversees our company's risk management,
management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective
approach for addressing the risks facing our company and that our board leadership structure supports this approach.

 Each
executive officer serves at the pleasure of the Board.

 Family
relationships

 There
are no family relationships among any of our officers or directors.

 Committees

 Our
Board has established an audit committee which operates under a charter that has been approved by our board.

 Our
board has determined that all of the members of each of the board's audit committees are independent as defined under the rules
of the NASDAQ Capital Market. In addition, all members of the audit committee meet the independence requirements contemplated by Rule
10A-3 under the Exchange Act. We currently have a board member that qualifies as an "audit committee financial expert" as
defined in Item 407(D)(5) of Regulation S-K.

 We
currently do not have a nominating or compensation committees or committees performing similar functions nor does our Company have a
written nominating or compensation charter. Our Directors believe that it is not necessary to have such committees, at this time, because
the Director(s) can adequately perform the functions of such committees.

 Audit
Committee

 The
audit committee's main function is to oversee our accounting and financial reporting processes and the audits of our financial
statements. This committee's responsibilities include, among other things:

 appointing
 our independent registered public accounting firm;

 evaluating
 the qualifications, independence and performance of our independent registered public accounting firm;

 approving
 the audit and non-audit services to be performed by our independent registered public accounting firm;

 reviewing
 the design, implementation, adequacy and effectiveness of our internal accounting controls and our critical accounting policies;

 discussing
 with management and the independent registered public accounting firm the results of our annual audit and the review of our quarterly
 unaudited financial statements;

 reviewing,
 overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as
 they relate to financial statements or accounting matters;

 reviewing
 on a periodic basis, or as appropriate, any investment policy and recommending to our board any changes to such investment policy;

 preparing
 the report that the SEC requires in our annual proxy statement;

 reviewing
 and approving any related party transactions and reviewing and monitoring compliance with our code of conduct and ethics; and

 reviewing
 and evaluating, at least annually, the performance of the audit committee and its members including compliance of the audit committee
 with its charter.

 Mr.
Kline and Mr. Mekler are the members of our audit committee. Mr. Mekler, chairman of our audit committee meet the requirements for financial
literacy under the applicable rules and regulations of the SEC and the NASDAQ Capital Market.

 Dr.
Neil Kline qualifies an independent director. Although our common stock is not currently listed on a national securities exchange, we
have used the definition of "independence" of the NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2)
provides that an "independent director" is a person other than an officer or employee of the company or any other individual
having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.

 Involvement
in legal proceedings

 There
are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking
industries, or a finding of securities or commodities law violations.

 Nominations
to the Board of Directors

candidates are considered based upon various criteria, including without limitation their broad-based business and professional skills
and experiences, expertise in or knowledge of the life sciences industry and ability to add perspectives relating to that industry, concern
for the long-term interests of our stockholders, diversity, and personal integrity and judgment. Our Board of Directors has a critical
role in guiding our strategic direction and overseeing the management of our business, and accordingly, we seek to attract and retain
highly qualified directors who have sufficient time to engage in the activities of our Board of Directors and to understand and enhance
their knowledge of our industry and business plans.

 Shareholder
Communications.

 Although
we do not have a formal policy regarding communications with our Board, shareholders may communicate with the Board by writing to us
at our executive office, Attention: Adi Shemer, CEO. Shareholders who would like their submission directed to a member of the Board may
so specify, and the communication will be forwarded, as appropriate.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our officers and directors and persons
who beneficially own more than ten percent (10%) of the Common Stock outstanding to file initial statements of beneficial ownership of
Common Stock (Form 3) and statements of changes in beneficial ownership of Common Stock (Forms 4 or 5) with the SEC. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all such forms they file.

 Our
records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended, were filed on a timely basis, except that one report on Form 4 was not filed by each of Adi Shemer and Asaf Porat.

 Insider
Trading Policy

 Given
our small size, our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size. The
board intends to consider an adopt an appropriate insider trading policy during the 2024 fiscal year.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table summarizes the compensation earned in each of our fiscal years ended December 31, 2023 and 2022 by the executive officers
listed below, which we refer to as the Named Executive Officers.

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary (1)

 Bonus ($)

 Awards ($)(2)

 All other

 compensation ($)

 Total

 Boris Molchadsky, Chairman

 2022

 167,486
 (4)

 —

 —

 —

 167,486

 2023

 175,356
 (4)

 —

 —

 —

 175,356

 Adi Shemer, Chief Executive Officer (3)

 2022

 —

 —

 —

 —

 —

 2023

 86,254
 (5)

 —

 227,414

 —

 313,668

 Asaf Porat, Chief Financial Officer

 2022

 167,486
 (6)

 —

 —

 —

 167,486

 2023

 175,356
 (6)

 —

 309,539

 —

 484,895

 (1)

 All
 compensation received by SleepX Ltd.'s executive officers is paid in NIS. For the purposes of completing this table, with respect
 to compensation paid during the fiscal year ended December 31, 2022 and 2023, SleepX converted each NIS denominated amount into U.S.
 dollars by dividing the NIS amount by the exchange rate effective on the date the fee was incurred.

 (2)

 In
 accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
 named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
 fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from
 the actual value the holder receives because the actual value depends on the number of options exercised and the market price of
 our Common Stock on the date of exercise.

 (3)

 Mr.
 Shemer was appointed as Chief Executive Officer on July 7, 2023.

 (4)

 Due
 to cash flow constraints, the actual amounts paid with respect to 2022 and 2023 was $51,783 and $73,941, respectively, with the balance
 deferred until such time as the Company's cash flow will enable payment.

 (5)

 Due
 to cash flow constraints, the actual amounts paid with respect to 2023 was $42,688, with the balance deferred until such time as
 the Company's cash flow will enable payment.

 (6)

 Due
 to cash flow constraints, the actual amounts paid with respect to 2022 and 2023 was $57,990 and $107,378, respectively, with the
 balance deferred until such time as the Company's cash flow will enable payment.

 Narrative
Disclosure to Summary Compensation Table

 Our
Board follows the following processes and procedures for the consideration and determination of executive and director compensation:

 In
establishing compensation amounts for executives, we seek to provide compensation that is competitive in light of current market conditions
and industry practices. Accordingly, we will generally review market data, which is comprised of proxy-disclosed data from peer companies
and information from nationally recognized published surveys for the biopharmaceutical industry, adjusted for size. The market data helps
the committee gain perspective on the compensation levels and practices at the peer companies and to assess the relative competitiveness
of the compensation paid to our executives. The market data thus guides us in its efforts to set executive compensation levels and program
targets at competitive levels for comparable roles in the marketplace. We then considers other factors, such as the importance of each
executive officer's role to the Company, individual expertise, experience, performance, retention concerns and relevant compensation
trends in the marketplace, in making its final compensation determinations.

 Elements
of Compensation

 In
addition to each officer's base salary, our executive officer compensation program consists of a cash incentive bonus plan and
discretionary stock option awards in addition to customary benefits. The amounts of compensation awarded for each element of the Company's
compensation program (i.e., base salary, bonuses and stock options) are reviewed in connection with the Company's performance.

 Base
Salary

 Annual
base salaries compensate our executive officers for fulfilling the requirements of their respective positions and provide them with a
level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of
an executive officer's base salary should reflect the executive's performance, experience and breadth of responsibilities,
our understanding of salaries for similar positions within our industry, and any other factors relevant to that particular job.

 Base
salaries are typically negotiated at the outset of an executive's employment. Salary levels are considered annually as part of
our performance review process, but also in cases including promotion or other changes in the job responsibilities of an executive officer.
For named executive officers, initial base salaries generally are established in connection with negotiation of an offer of employment
and employment agreement. Increases in base salary have several elements. In addition to promotion and increased responsibilities, merit
and Company-wide general increases are also taken into consideration.

 Stock-Based
Awards

 Historically,
we have generally granted stock options to our employees, including our named executive officers, in connection with their initial employment
with us. We also have historically granted stock options on an annual basis as part of annual performance reviews of our employees.

 Our
equity award program is the primary vehicle for offering long-term incentives to our executives. We do not have any equity ownership
guidelines for our executives, which is consistent with other pre-commercial biotechnology companies that use stock options as the long-term
incentive vehicle. Further, we believe that equity grants provide our executives with a strong link to our long-term performance, create
an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of our
equity awards contributes to executive retention by providing an incentive for our executives to remain in our employment during the
vesting period. We expect that our Board will continue to use annual equity awards to compensate our executive officers. We may also
make additional discretionary grants, typically in connection with the promotion of an employee, to reward an employee, for retention
purposes or in other circumstances as the Board deems appropriate.

and Severance Arrangements

 We
consider it essential to the best interests of our stockholders to foster the continuous employment of our key management personnel.
In this regard, we recognize that the possibility of a change in control may exist and that the uncertainty and questions that it may
raise among management could result in the departure or distraction of management personnel to the detriment of the Company and our stockholders.
In order to reinforce and encourage the continued attention and dedication of certain key members of management, we have entered into
written employment agreements with certain of our named executive officers that, while at-will, contain certain change in control and
severance provisions.

Agreements

 On
July 1, 2021, SleepX, Ltd. and Boris Molchadsky entered into an employment agreement pursuant to which Mr. Molchadsky serves as Chairman
of the Board and Chief Executive Officer of SleepX and Chairman of the Board of the Company. Under the agreement with Mr. Molchadsky,
he is paid an annual salary of the current New Israeli Shekel equivalent of approximately $144,636, payable on monthly basis. SleepX
Ltd is authorized to terminate the employment agreement for any reason subject to payment of five months' salary. Under the terms
of the employment agreement with him, Mr. Molchadsky also receives Manager's Insurance under Israeli law for his to which SleepX
Ltd contributes amounts equal to (a) 8-1/3 percent for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated
for premium payment (and Mr. Molchadsky contributes an additional 6%) of each monthly salary and (b) 7.5 % of his salary (with Mr. Molchadsky
contributing an additional 2.5%) to an education fund, a form of deferred compensation program established under Israeli law. Mr. Molchadsky
is also provided with a monthly travel expense New Israeli Shekel equivalent of approximately $98.

 In
addition, upon the earlier of a capital raise of $1,000,000, or by July 1, 2022, Mr. Molchadsky shall be entitled to an increase of an
annual amount of the current New Israeli Shekel equivalent of approximately $37,00, payable on monthly basis. Additionally, Mr. Molchadsky
is entitled to (i) a success bonus of 1.5% of any capital raise of up to $10,000,000 and (ii) a success bonus of 1.0% of any revenues
of the Company up to accumulated revenues of $20,000,000.

 On
July 7, 2023, the Board of Directors of AppYea, Inc. (the "Company") appointed Adi Shemer as Chief Executive Officer ("CEO")
of the Company, effective immediately. Mr. Shemer has been working with the Company since February 2023 as a consultant.

 In
connection with his appointment as CEO, Mr. Shemer and the Company's subsidiary SleepX, Ltd. entered into an Employment Agreement
(the "Agreement") setting forth the terms
of his employment and compensation. Under the Agreement, Mr. Shemer is entitled to monthly salary of 40,000 NIS (equivalent to $10,800
as of the date of this report), of which the payment of 20,000 NIS is deferred until such time as the Company raises at least $1 million
in aggregate proceeds from the private placement of its securities. Under the Agreement, Mr. Shemer is also entitled to the following:
(i) Manager's Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent for severance payments,
and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes an additional 6%)
of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an education fund, a
form of deferred compensation program established under Israeli law. Either Mr. Shemer or SleepX is entitled to terminate the employment
at any time upon 30 days prior notice.

 Under
the Agreement, Mr. Shemer was awarded options under the Company's employee stock option plan for 11,500,000 shares of the Company's
common stock at a per share exercise price of $0.0001, vesting over a period of 30 months, on a quarterly basis, beginning with the quarter
ending September 30, 2023, provided that Mr. Shemer continues in the employ of SleepX and continues to provide CEO services to the Company.
At the end of the 30 month period, he is entitled to options for an additional 11,500,000 shares at the same exercise price provided
he has been in the continuous employ of SleepX. The options are exercisable through July 2033. In connection with his consulting services,
he was awarded options for 1,000,000 shares of the Company's common stock, exercisable through July 2033 at a per share exercise
price of $0.0001 per share, all of which have vested.

 On
July 1, 2021, SleepX, Ltd. and Asaf Porat entered into an employment agreement pursuant to which Mr. Porat serves as Chief Financial
Officer and Director of SleepX and the Company. Under the agreement with Mr. Porat, he is paid an annual salary of the current New Israeli
Shekel equivalent of approximately $144,636, payable on monthly basis. SleepX Ltd is authorized to terminate the employment agreement
for any reason subject to payment of five months' salary. Under the terms of the employment agreement with him, Mr. Porat also
receives Manager's Insurance under Israeli law to which SleepX Ltd contributes amounts equal to (a) 8-1/3 percent for severance
payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Porat contributes an additional
6%) of each monthly salary and (b) 7.5 % of his salary (with Mr. Porat contributing an additional 2.5%) to an education fund, a form
of deferred compensation program established under Israeli law. Mr. Porat is also provided with a monthly travel expense New Israeli
Shekel equivalent of approximately $98.

 In
addition, upon the earlier of a capital raise of $1,000,000, or July 1, 2022, Mr. Porat shall be entitled to an increase of an annual
amount of the current New Israeli Shekel equivalent of approximately $37,000, payable on monthly basis. Additionally, Mr. Porat is entitled
to (i) a success bonus of 1.5% of any capital raise of up to $10,000,000 and (ii) a success bonus of 1.0% of any revenues of the Company
up to accumulated revenues of $20,000,000.

 Under
his agreement, Mr. Porat was issued, on July 1, 2021, options to purchase up to 3% of the then outstanding amount of shares of the Company's
common stock. The percentage amount to which Mr. Porat is entitled was increased to 4% as of December 31, 2021 (retroactive to the date
of the original grant). For a two year period ending on June 30, 2023, Mr. Porat is entitled to anti-dilution protection such that he
is at all times entitled to options for 4% of the then total outstanding number of shares of common stock, after giving effect to the
issuance of the option to him. The determination of options for additional shares to which he is entitled shall be determined on a monthly
basis. The vesting schedule provides that on the first day of each calendar month options in an amount equal to 1/24 of the then outstanding
options vest.

 On
July 1, 2023, we granted him, additional stock options to purchase 10,237,740 of the Company's common stock, at a per share exercise
price of $0.0001 per share and exercisable through July 2033, which was valued at $92,102. The Options vest over a period of 24 months,
on a monthly basis. Following the investment in the Company in 2023, the vesting schedule was expedited of half of the options on December
31, 2023. The Option are subject to the other terms and conditions specified in the option grant agreement between Mr. Porat and the
Company. In addition, following the investment in the Company, Mr. Porat was granted an additional 14,500,000 stock options on December
31, 2023, exercisable at a per share exercise price of $0.0001. The options vest over a period of 18 months, on a monthly basis. As of
December 31, 2023 the Chief Financial Officer was entitled to 34,975,480 options, of which, as of December 31, 2023, options for 15,356,610
shares have vested.

 Outstanding
Equity Awards

 The
table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at December 31, 2023.

 Name

 Number of

 Underlying

 Unexercised

 Options (#)

 Exercisable

 Number of

 Underlying

 Unexercised

 Options (#)

 Unexercisable

 Exercise
 Price
 ($)

 Expiration
 Date

 Asaf Porat

 10,237,740

 $

 7/1/2031

 Asaf Porat

 5,118,870

 19,618,870

 $

 7/1/2033

 Adi Shemer

 1,000,000

 $

 2/1/2031

 Adi Shemer

 2,300,000

 20,700,000

 $

 7/1/2031

 Change-in-Control
Agreements

 The
Company does not have any change-in-control agreements with any of its executive officers.

 Compensation
of Directors

 The
following table sets forth for each non-employee director that served as a director during the year ended December 31, 2023:

 Year
Ended December 31, 2023

 Name

 Fees

 Earned or

 Paid in

 Cash

 ($)

 Stock
Awards

 ($)

 Awards

 ($)(1)

 Non Equity

 Incentive

 Plan

 Compensation

 ($)

 Non-Qualified

 Deferred

 Compensation

 Benefits

 ($)

 All Other

 compensation

 ($)

 Total

 ($)

 Neil Kline

 —

 4,498
 (2)

 4,498

 Ron Merkel

 25,997
 (3)

 25,997

 1.

 In
 accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
 named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
 fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from
 the actual value the holder receives because the actual value depends on the number of options exercised and the market price of
 our common stock on the date of exercise.

 2.

 In
 respect of options for 500,000 shares of Common Stock

 3.

 In
 respect of options for 1,000,000 shares of Common Stock

 As
of February 1, 2022 the company engaged with Dr. Neil Kline as a board member. For his services he was granted stock option under ESOP
to purchase 500,000 of the Company's common stock, par value $0.0001 per share of the Company (the "Common Stock"),
on a post-split basis. Upon grant, the Options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment
and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending April 30,
2023. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and
conditions specified in an Option Grant Agreement to be entered into between Dr. Kline and the Company.

 As
of January 1, 2023 the company engaged with Ron Mekler as a board member. For his services he was granted stock option under ESOP to
purchase 500,000 of the Company's common stock, par value $0.0001 per share of the Company (the "Common Stock"), on
a post-split basis. Upon grant, the Options vest as follows: (i) 50% following 12 months on the first anniversary of the appointment
and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters, beginning with the quarter ending March 31,
2024. The Option shall be exercisable at a per share exercise price of $0.0001 and shall otherwise be subject to the other terms and
conditions specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company.

 The
Company reimburses its directors for any out-of-pocket cost reasonably incurred to attend a Board meeting.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024 for
(a) the executive officers named in the Summary Compensation Table of this proxy statement, (b) each of our directors and director nominees,
(c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than
5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment
power with respect to the securities. Under the rules of the SEC, a stockholder is deemed to be a beneficial owner of any security of
which that stockholder has the right to acquire beneficial ownership in 60 days of March 31, 2024. Except as indicated in footnotes to
this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of
common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership
is based on 416,697,257 shares of common stock outstanding on March 31, 2024.

 Name of Beneficial Owner

 COMMON

 STOCK

 % of class

 (Common

 Stock)

 SERIES A

 PREFERRED

 STOCK (1)

 % of class

 (Series A

 Preferred)

 Officers and Directors

 Boris Molchadsky, Chairman

 167,303,935
 (2)

 40.1
 %

 222,664

 96.56
 %

 Adi Shemer, Chief Executive Officer

 3,450,000
 (7)

 0.8
 %

 Asaf Porat, Chief Financial Officer and Director

 15,356,610
 (3)

 3.69
 %

 —

 —

 —

 Neil Kline, Director

 500,000
 (4)

 0.001
 %

 Ron Mekler

 1,831,604
 (6)

 0.0044
 %

 5% shareholders

 —

 —

 Plutus Investments LP

 56,758,526
 (5)

 13.62
 %

 Officers and Directors as a Group (five persons)

 192,200,063

 46.1
 %

 222,664

 96.56
 %

 —

 (1)

 The
 Series A Preferred Stock were issued in June 2020. The Series A Preferred Stock is authorized to vote with the Common Stock in all
 stockholder meetings that the Common Stock may vote and each share has voting power equal to 3,000 votes per share and are convertible
 at a rate of 1,500 common stock to each preferred share.

 (2)

 of 99,754,464 shares held directly by Mr. Molchadsky and 67,549,471 held through Nexense Technologies Inc.

 (3)

 of shares issuable upon exercise of currently exercisable options. Does not include options for an additional 6,539,624 shares scheduled
 to vest over the next 6 months.

 (4)

 of 500,000 shares held directly by Mr. Kline. The shares are scheduled to vest over the
 next 5 months.

 (5)

 of (i) 7,059,667 shares and (ii) 49,698,859 shares issuable upon conversion of convertible notes based on the publicly traded stock
 as of March 1, 2024. The notes are not convertible prior to July 1, 2024.

 (6)

 of (i) 1,519,104 shares and (ii) 312,500 shares issuable upon exercise of currently exercisable options.

 (7)

 Comprised of shares issuable upon exercise of currently exercisable options. Does not include options for an additional
2,855,556 shares scheduled to vest over the next 6 months.

Authorized for Issuance under Equity Compensation Plans

 The
following table provides certain aggregate information with respect to the Company's shares of common stock that as of December
31, 2023 were issuable as compensation to service providers.

 Plan Category

 Number of

 securities to be

 issued upon

 exercise of

 outstanding

 options, warrants

 and rights (1)

 Weighted-

 average

 exercise

 price of

 outstanding

 options,

 warrants and

 rights (2)

 Number of

 securities

 remaining

 available for

 future issuance

 under equity

 compensation

 plan (excluding

 securities

 reflected in first

 column)

 Equity compensation plans approved by security holders

 -

 $
 -

 -

 Equity compensation plans not approved by security holders

 62,349,647

 0.0071

 Total

 62,349,647

 $
 0.00071

 (1)

 Represents
 shares of common stock issuable to service providers including officers and directors.

 (2)

 The
 weighted average remaining term for the expiration of remaining stock options is 7.41 years.

 (3)

 Represents
 shares of common stock available for future issuance under equity compensation plans.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Except
as described below, since January 1, 2022 there has not been, nor is there currently proposed, any transaction to which we are or were
a party in which the amount involved exceeds the lesser of $120,000 and 1% of the average of our total assets at year-end for the last
two completed fiscal years, and in which any of our directors, executive officers, holders of more than 5% of any class of our voting
securities or any of their respective affiliates or immediate family members, had, or will have, a direct or indirect material interest.

the course of 2021, our subsidiary SleepX lent to Mr. Molchadsky, our Chief Executive Officer, an aggregate amount of $136,936 as of
the date hereof. The interest rate on the loan was at an annual rate of 3.4% and the loan was repayable in full by December 31, 2022.
On June 1, 2022, we entered into a consulting agreement with GPIS Ltd, an Israeli company where the sole shareholder is our Chief Executive
Officer for management services. The agreement provides for fee payments in four instalments in the aggregate amount of $182,000 between
June and August 2022. The arrangement satisfied the repayment of the loan to Mr. Molchadsky.

December 2022, Mr. Molchadsky lent to the Company a total amount of $22,734. The loan bears interest at an annual rate of 5%, and was
repaid in full during the first quarter of 2023.

2021, SleepX borrowed from Nexense Technologies USA Inc. an aggregate amount of $47,623. According to the agreement, the loan is to be
repaid in the event that the Company's profits are sufficient to repay the aggregate loan amount and upon such terms and in such
installments as shall be determined by the Board. The loan bears interest at an annual rate equal to the minimum rate approved by applicable
law.

2020, the Non-controlling interest in Ta-nooma (subsidiary of SleepX), lent to Ta-nooma a long-term loan. As December 31, 2023, the outstanding
loan balance amounts to $47,622.

Independence

 The
Company has two independent director, Neil Kline and Ron Merkel, each of whom is considered "independent" as defined under
Rule 5605 of the Nasdaq Marketplace Rules.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following table presents fees for professional audit services rendered by Barzily & co. for the audit of the Company's audited
financial statements for the years ended December 31, 2023 and December 31, 2022:

 2023

 2022

 Audit fees (1)

 $
 68,039

 $
 58,133

 Audit-related fees (2)

 $
 33,500

 $
 110,235

 Tax fees (3)

 $

 $

 All other fees

 -

 -

 Total:

 $
 101,539

 $
 168,368

 (1)

 Audit
 fees consist of audit and review services, consents and review of documents filed with the SEC.

 (2)

 Audit-related
 fees consist of assistance and discussion concerning financial accounting and reporting standards and other accounting issues.

 (3)

 Tax
 fees consist of preparation of federal and state tax returns, review of quarterly estimated tax payments, and consultation concerning
 tax compliance issues.

 Prior
to engagement, the Audit Committee pre-approves each of these services by category of service. The fees are budgeted and the Audit Committee
requires our independent registered public accounting firm and management to report actual fees versus the budget at year end by category
of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting
firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires pre-approval
before engaging our independent registered public accounting firm. All of the services described above were pre-approved by our Audit
Committee.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 Our
Board of Directors has appointed Barzily & co, Jerusalem, Israel, company ID 540184942, as our independent registered public accounting
firm for the fiscal year ended December 31, 2023.

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 c.

 Statements

 Our
consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by
reference.

 d.

 Statement Schedules

 No
financial statement schedules have been filed as part of this Annual Report on Form 10-K because they are not applicable or are not required
or because the information is otherwise included herein.

 e.

 Exhibits
 required by Regulation S-K

 Exhibit

 Description
 of Exhibit

 3.1

 Amended
 and Restated Articles of Incorporation of the Company (1)

 3.2

 Bylaws
 of the Company (1)

 4.1

 Specimen
 of Stock Certificate (1)

 4.2

 Senior
 Secured Promissory Note issued on November 24, 2022 by Appyea, Inc. to Leonite Fund I LP

 10.1

 Agreement
 dated November 23, 2021betweeh SleepX Ltd. and Pinter Software Systems Ltd. (1)

 10.2

 Purchase Agreement dated as of November 24, 2021 between Leonite Fund I LP and Appyea, Inc. (1)

 10.3

 Pledge
 and Security Agreement dated as of November 24, 2021 between Leonite Fund I LP and Appyea, Inc. (1)

 10.4+

 Agreement dated July 1, 2021 between Boris Molchadsky and SleepX Ltd. (1)

 10.5+

 Agreement dated July 1, 2021 between Asaf Porat and SleepX Ltd. (1)

 10.6+

 Agreement dated February 5, 2020 between Todd Violette and AppYea, Inc. (1)

 10.7

 License
 Agreement dated March 15, 2020 among SleepX Ltd. BG Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (1)

 10.8

 First
 Amendment dated May 1, 2022 to License Agreement dated March 15, 2020 among SleepX Ltd. BG Negev Technologies and Applications Ltd.
 and Mor Research Applications Ltd (1)

 10.9+

 Service
 Agreement dated June 1, 2022 between AppYea, Inc. and GPIS Ltd. (incorporated by reference to the Registration Statement on Form
 S-1/A file don July 12, 2022) (1)

 10.10+

 Employment Agreement dated as of July 1, 2023 between SleepX Ltd. and Adi Shemer (2)

 List of Subsidiaries

 23.1

 Consent of Barzily &Co

 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*

 Certification of Chief Executive Officer (Principal Executive Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

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

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 +
Management Agreement

 (1)
Incorporated by reference to the Registration Statement on Form S-1 filed on May 10, 2022

 (2)
Incorporated by reference to the current report on Form 8-K filed on July 7, 2023

 * Furnished

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 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.

 APPYEA,
 INC.

 Date:
 April 1, 2024

 By:

 /s/
 Adi Shemer

 Adi
 Shemer

 Chief
 Executive Officer (Principal Executive Officer)

 Date:
 April 1, 2024

 By:

 /s/
 Asaf Porat

 Asaf
 Porat

 Chief
 Financial Officer, (Principal Financial and Accounting Officer)

 Pursuant
to the requirements of the Securities Act of 1933, as amended, this report has been signed by the following persons in the capacities
and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Boris Molchadsky

 Chairman
 of the Board, Director

 April

 Boris
 Molchadsky

 /s/
 Adi Shemer

 Chief
 Executive Officer

 Adi
 Shemer

 (Principal
 Executive Officer)

 April

 /s/
 Asaf Porat

 Chief
 Financial Officer

 April

 Asaf
 Porat

 (Principal
 Financial and Accounting Officer), Director

 /s/
 Neil Kline

 April

 Neil
 Kline

 /s/
 Ron Mekler

 April

 Ron
 Mekler

INC. AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2023 AND 2022

 F- 1

INC. AND ITS SUBSIDIARIES

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2023 AND 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 2015)

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations

 Consolidated
 Statements of Changes in Deficiency

 Consolidated
 Statements of Cash Flows

 Notes
 to the Consolidated Financial Statements

 - F-24

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Appyea
Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Appyea Inc. and its subsidiary (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity and
cash flows for the years then ended, and the related notes (collectively referred to as the "Financial Statements"). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency. These
matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plan
regarding to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 We
have served as the Company's auditor since 2021

 /s/ Barzily & Co., CPAs

 BARZILY
AND CO., CPA's

 Jerusalem,
Israel,

 April 1, 2024

 F- 3

INC.

BALANCE SHEETS

 (U.S.
dollars in thousands)

 31,

 31,

 Note

 2023

 2022

 ASSETS

 Current assets

 Cash and cash
 equivalents

 Other accounts receivables

 Inventory

 -

 Total
 current assets

 Non-current assets

 Property and equipment,
 net

 Intangible
 assets, net

 Total
 non-current assets

 Total
 assets

 LIABILITIES
 AND DEFICIENCY

 Current
 liabilities

 Trade payables

 Other accounts payable

 Short-term loans from related
 parties

 6(a)

 Convertible loans related
 party

 6 (b)

 -

 Convertible loans at amortized
 cost

 7e

 Convertible loans at fair
 value

 7c

 1,203

 2,221

 liability at fair value

 7d

 Total
 liabilities

 3,027

 2,768

 COMMITMENT AND CONTINGENCIES

 -

 -

 DEFICIENCY

 AppYea Inc. Stockholders' Deficiency:

 Convertible preferred stock,
 $ 0.0001 par value

 -

 -

 Common stock, $ 0.0001 par
 value

 Stock Payables

 Additional Paid in Capital

 3,197

 1,912

 Accumulated
 deficit

 ( 6,326
)

 ( 4,509
)

 Total AppYea Inc. stockholders'
 deficiency

 ( 2,539
)

 ( 2,549
)

 Non-controlling
 interests

 ( 14
)

 ( 14
)

 Total
 Deficiency

 ( 2,553
)

 ( 2,563
)

 Total
 liabilities and deficiency

 The
accompanying notes are an integral part of the financial statements.

 F- 4

INC.

STATEMENTS OF OPERATIONS

 (U.S.
dollars in thousands except share and per share data)

 For
 the year ended

 31,

 Note

 2023

 2022

 Research and
 development expenses

 ( 124
)

 ( 129
)

 Sales and marketing

 ( 128
)

 ( 16
)

 and administrative expenses

 ( 1,386
)

 ( 2,017
)

 Operating loss

 ( 1,638
)

 ( 2,162
)

 Change in fair value of
 convertible loans and warrant liability

 income (expenses), net

 ( 441
)

 ( 52
)

 Loss
 before income tax benefit

)

)

 tax benefit

 -

 -

 Net
 loss

)

)

 Net
 loss attributable to AppYea Inc.

)

)

 Net Loss Per Common
 Share:

 Basic
 and Diluted

 ( 0.007
)

 ( 0.005
)

 Weighted
 Average Number of Common Shares Basic and Diluted

 257,223,239

 219,588,562

 The
accompanying notes are an integral part of the financial statements.

 F- 5

INC.

STATEMENTS OF CHANGES IN DEFICIENCY

 (U.S.
dollars in thousands except share and per share data)

 Preferred
 Stock

 Common
 Stock

 Stock

 Additional

 Paid
 in

 Accumulated

 Non-controlling

 Total

 Number*

 Amount

 Number*

 Amount

 Payables

 Capital

 Deficit

 Total

 interests

 Deficiency

 Balance as of
 January 1, 2022

 -

 218,246,326

 -

 ( 3,205
)

 ( 2,416
)

 ( 14
)

 ( 2,430
)

 Issuance of shares to service
 providers

 -

 -

 2,684,472

 -

 -

 -

 -

 Stock Payables

 -

 -

 -

 -

 -

 -

 -

 Share based Compensation

 -

 -

 -

 -

 -

 1,042

 -

 1,042

 -

 1,042

 Net
 loss

 -

 -

 -

 -

 -

 -

)

)

 -

)

 Balance as of December 31,
 2022

 -

 220,930,798

 1,912

 ( 4,509
)

 ( 2,549
)

 ( 14
)

 ( 2,563
)

 Balance

 -

 220,930,798

 1,912

 ( 4,509
)

 ( 2,549
)

 ( 14
)

 ( 2,563
)

 Share issuance upon conversion
 of convertible notes

 -

 -

 19,390,359

 -

 -

 -

 Beneficial
 conversion feature (see Note 11C and 7e)

 -

 -

 -

 -

 -

 -

 Share issuance upon conversion
 of preferred stock

 ( 41,255
)

 -

 61,882,500

 -

 ( 6
)

 -

 -

 -

 Issuance
 of shares upon conversion of stock payable

 26,633,000

 ( 266
)

 -

 -

 -

 Shares to be issued to service providers

 Shares
 to be issued to investors

 -

 -

 -

 -

 -

 -

 -

 Share based Compensation

 -

 -

 -

 -

 -

 -

 -

 Net
 loss

 -

 -

 -

 -

 -

 -

)

)

 -

)

 Balance
 as of December 31, 2023

 258,745

 -

 328,836,657

 3,197

 ( 6,326
)

 ( 2,539
)

 ( 14
)

 ( 2,553
)

 Balance

 258,745

 -

 328,836,657

 3,197

 ( 6,326
)

 ( 2,539
)

 ( 14
)

 ( 2,553
)

 The
accompanying notes are an integral part of the financial statements.

 F- 6

STATEMENTS OF CASH FLOWS

 (U.S.
dollars in thousands)

 For
 the year ended December 31

 2023

 2022

 Cash flows from operating
 activities:

 Net loss

)

)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Depreciation and amortization

 Share based compensation

 1,144

 Change in fair value of convertible loans and
 warrant liability

 ( 262
)

 ( 910
)

 Financial expenses, net

 Changes in operating assets
 and liabilities:

 Other current assets

 ( 23
)

 Inventory

 ( 14
)

 -

 Accounts payable

 Accounts payable –
 related party

 Net cash used in operating
 activities

 ( 597

)

 ( 595
)

 Cash
 flows from investing activities:

 Research and development
 expenses capitalization

 ( 93
)

 -

 Net cash provided by
 investing activities

 ( 93
)

 -

 Cash flows from financing
 activities:

 Loans received from a related party

 -

 Proceeds from convertible Note received less
 issuance expenses

 Proceeds on account of shares to be issued

 -

 Repayment on account
 of convertible loans including interest

 -

 ( 30
)

 Net cash provided by
 financing activities

 Foreign exchange on cash and cash equivalent

 ( 13

)

 Change in cash and cash
 equivalents

 ( 146
)

 Cash and cash equivalents
 at beginning of Year

 Cash and cash equivalents
 at end of Year

 The
accompanying notes are an integral part of the financial statements.

 F- 7

INC.

 NOTES

 NOTE
1 - GENERAL

 AppYea,
Inc. ("AppYea", "the Company", "we" or "us") was incorporated in the State of South Dakota
on November 26, 2012 to engage in the acquisition, purchase, maintenance and creation of mobile software applications. The Company is
in the development stage with no significant revenues and no operating history. On November 1, 2021 the Company was redomiciled in the
State of Nevada.

 The
Company's common stock is traded on the OTC Markets, OTCQB tier, under the symbol "APYP".

 SleepX
LTD is a company formed under the laws of the State of Israel and a wholly owned subsidiary of the Company ("SleepX"). SleepX
is a research and development company that has developed a unique product for monitoring and treating sleep apnea and snoring. The technology
is protected by several international patents and, the Company started serial production in 2023. Subject to raising working capital,
of which no assurance can be provided, the Company intends to focus on further development and commercialization of its products.

 SleepX
has incorporated, together with an unrelated third party, a privately held company under the laws of the State of Israel named Ta-nooma
Ltd. ("Ta-nooma"). Ta-nooma has developed sleeping monitoring technology for which patent applications were filed and has
no revenue from operations. Since its incorporation and as of the financial statements date, Sleepx holds 66.7 % of the voting interest
of Ta-nooma.

 Strategic
Development

 The
company flag product is AppySleep – A Biofeedback snoring treatment wristband, combined with the AppySleep App ("AppySleep").

 The
AppySleep product is currently in serial manufacturing and commercial stage.

position

 The
financial statements are presented on a going-concern basis. The Company has not yet generated any significant revenues, has suffered
recurring losses from operations, has incurred negative cash flows from operating activities, and is dependent upon external sources
for financing its operations. As of December 31, 2023, the Company has an accumulated deficit of $ 6,326,000 and a stockholders'
deficiency of $ 2,539,000. These matters, among others, raise substantial doubt about the Company's ability to continue as a going
concern. The Company intends to continue to finance its operating activities by raising capital. There are no assurances that the Company
will be successful in obtaining an adequate level of financing needed for its long-term research and development activities on commercially
reasonable terms or at all. If the Company will not have sufficient liquidity resources, the Company may not be able to continue the
development of its product candidates or may be required to implement cost reduction measures and may be required to delay part of its
development programs.

 The
financial statements do not include any adjustments for the values of assets and liabilities and their classification that may be necessary
in the event that the Company is no longer able to continue its operations as a "going concern".

 F- 8

INC.

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES

 The
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
("U.S. GAAP").

 The
significant policies in the preparation of the consolidated financial statements are:

 a.
 Use
 of estimates:

 The
accompanying Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United
States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses. Significant estimates include the ability to continue as a going concern, the recoverability of long-lived
assets, the recoverability of amounts due from related parties, the valuation of stock-based compensation and certain debt and derivative
liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates.
Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.
See note 7 regarding the Convertible Loans and Warrants estimations.

 b.
 statements in United States dollars:

 The
functional currency of the Company is the U.S. dollar, as the U.S. dollar is the currency of the primary economic environment in which
the Company operates. The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts.
Non-dollar denominated transactions and balances have been re-measured to U.S. dollars in accordance with ASC 830, "Foreign Currency
Matters". In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of
the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations,
the exchange rates applicable on the relevant transaction dates are used. All transaction gains and losses from re-measurement of monetary
balance sheet items denominated in non-dollar currencies are reflected in the statements of operations and are included in the Financial
Expenses – net line. The exchange rate of the US Dollar to the Israeli Shekel was 3.627 and 3.519 as of December 31, 2023 and 2022,
respectively.

 c.
 Cash
 and Cash equivalents:

 Cash
equivalents are short-term highly liquid investments that are readily convertible to cash when originally purchased with maturities of
three months or less.

 F- 9

INC.

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

 d.
 Property
 and equipment, net:

 Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated
useful lives of the assets at the following annual rates:

OF ESTIMATED USEFUL LIVES OF ASSETS AT THE ANNUAL RATES

 %

 Computers equipment and software

 e.

 Intangible Assets, net

 Identifiable
intangible assets are stated at cost, net of accumulated amortization. Patents are amortized using the straight-line method over 7 years.

 In
addition, the Company capitalizes qualifying costs incurred during the application development stage related to software developed
for internal use. These costs are capitalized based on qualifying criteria, as defined in ASC 350-40, "Internal Software
Use". Costs incurred to develop software applications consist of directly attributable costs of preparing the asset for its
intended use such as direct labor costs, direct consultants and subcontractors costs, and overhead. Testing of impairment is
performed annually over the period of the development project. The company estimates the amortization of those costs over 3
- 5
years, using straight line method, per the technology life period.

 Capitalized
internal-use software costs are included in intangibles assets, net in the consolidated statement of financial position. As of December
31, 2023, the Company didn't amortize the internal-use software costs because it didn't reach the necessary stage.

 f.
 Severance
 pay:

 The
Company employees have subscribed to Section 14 of Israel's Severance Pay Law, 5723-1963 ("Section 14"). According
to this section, these employees are entitled only to monthly deposits, with insurance companies, at a rate of 8.33 % of their monthly
salary, made in the employee's name. Payments in accordance with Section 14 release the Company from any future severance liabilities
(under the above Israeli Severance Pay Law) in respect of those employees. Neither severance pay liability nor severance pay fund under
Section 14 is recorded on the Company's balance sheet.

 g.

 Inventory:

 Substantially all inventory
consists of raw materials and finished goods and are valued at the lower of historic cost or net realizable value; where net realizable
value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion,
disposal and transportation. Historic inventory costs are calculated on a first-in, first-out basis or specific cost.

 h.

 Derivative Financial Instruments

 Management
evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.
For option-based simple derivative financial instruments, the Company uses an option-pricing model to value the derivative instruments
at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified
in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required
within 12 months of the balance sheet date. We do not use derivative instruments to hedge exposures to cash flow, market, or foreign
currency risks.

 F- 10

INC.

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

 i.
 Fair
 value of financial instruments:

 As
defined in ASC 820, "Fair Value Measurements" ("ASC 820"), fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).
The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions
about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated,
or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes
a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted
quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs
(level 3 measurement).

 The
three broad levels of the fair value hierarchy are as follows:

 Level
1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities

 Level
2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,
either directly or indirectly

 Level
3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions

 j.
 Concentrations
 of credit risks:

 The
financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative
financial instruments. Balances in various cash accounts may at times exceed insured limits. We have not experienced any losses in such
accounts. Cash and cash equivalents are invested in major banks in Israel and United States. Generally, these deposits may be redeemed
upon demand and therefore, management believes there is minimal risk. Other than certain warrant and convertible instruments (derivative
financial instruments)., we believe the carrying values of our financial instruments approximate their fair values because they are short
term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value. The Company has no significant
off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

 F- 11

INC.

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

 k.

 Convertible Debt:

 For
convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine
if the rate of conversion is below market value and should be categorized as a beneficial conversion feature ("BCF"). A BCF
related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is
recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the
resulting debt discount being accreted over the term of the note.

 l.

 The Fair Value Measurement

 We
have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the
entire hybrid financing instrument at fair value under the guidance of ASC 815, Derivatives and Hedging ("ASC 815").
The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within
the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

 m.
 and development costs:

and development consist of costs incurred in the process of developing product improvements or new products and are expensed to the statement
of operations as incurred.

 n.
 and administrative expenses:

and administrative expenses consist of all corporate overhead costs incurred by the Company.

 o.

 Stock-Based Compensation:

 We
account for stock-based compensation in accordance with ASC 718, Stock Compensation ("ASC 718"). ASC 718, which requires
that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods.
It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to
apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes
fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based
payment transactions. The Company utilizes the straight-line method allocating the cost over the service period.

 p.
 taxes:

 The
Company accounts for income taxes in accordance with ASC 740, "Accounting for Income Taxes" ("ASC 740"), using
the liability method whereby deferred tax assets and liability are determined based on the differences between financial reporting and
the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

 The
Company accounts for uncertain tax provisions in accordance with ASC 740. The ASC clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides
guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 F- 12

INC.

 NOTES

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (cont.)

 q.

 Basic and Diluted Net Income
 (Loss) per Share:

 The
Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation
of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income
(loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during
the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using
the treasury stock method, and Convertible preferred stock, using the if-converted method: In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. For the years ending December 31, 2023 and
2022, there were 260,972,365 and 49,824,701 shares, respectively, of convertible preferred stock outstanding and conversion privileges
attached to convertible promissory notes payable.

 In
August 2020, the FASB issued ASU 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), which
is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial
instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of
accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making
targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from
financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after
December 15, 2023 (effective January 1, 2024) for smaller reporting companies. The Company determined that the adoption of ASU 2020-06 will not have a material effect on its consolidated financial statements.

 Effective
January 1, 2023, the Company adopted ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326)," referred to herein as
ASU 2016-13, which significantly changes how entities will account for credit losses for most financial assets and certain other instruments
that are not measured at fair value through net income. ASU 2016-13 replaced the existing incurred loss model with an expected credit
loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments.
Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized
cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial
assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company,
the allowance for credit losses must be adjusted for management's current estimate at each reporting date. The new guidance provides
no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have
a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under
current generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected
credit losses on trade receivables under ASU 2016-13. The Company determined the adoption of this new accounting guidance and the effect
on its consolidated financial statements throughout the period until implementation, and have no impact on the consolidated financial
statement

 F- 13

INC.

 NOTES

 NOTE
3 - OTHER ACCOUNTS RECEIVABLE

OF OTHER ACCOUNTS RECEIVABLE

 2023

 2022

 December 31,

 2023

 2022

 In U.S.
 dollars in thousands

 Governmental authorities

 Other receivables

 Total other
 accounts receivable

 NOTE
4 - INTANGIBLE ASSET, NET

 On
May 12, 2021, SleepX entered into a patent license agreement with Nexense Technologies USA Inc., ("Nexense" or the
"Licensor") a related party, which is controlled by Boris Molchadsky (the company chairman, board member, and control
person) pursuant to which SleepX will receive from the Licensor the rights to use all of the Licensor's owned intellectual
property (the "IP") for any commercial purposes. Management believes that as of the purchase date the IP was not
currently ready for private or commercial use and therefore, SleepX will be required to research, develop, apply for patents
protection and invest in the IP in order to ready it for commercial use. Any change, improvement, inventive addition, progress,
results of research or a new product with respect to intellectual property rights, will all be owned solely by SleepX.

 The
payment terms for the license agreement are 3 % of the gross profit arising from the sale of the products based on the licensed IP and
up to an aggregate amount of $ 2,000,000. As part of the agreement, SleepX has issued to the related party shares equivalent to 40 % of
SleepX, after dilution.

 The
IP asset is valued in the financial statements at the cost that Licensor paid to acquire the IP. As of December 31, 2023, the Company
has not generated any revenues and accordingly no royalties were incurred and paid.

Of INTANGIBLE ASSET

 Cost

 $
 163,000

 Accumulated amortization

 $
 ( 62,014
)

 Total intangible assets

 $
 100,986

 For
both years ended December 31, 2023 and 2022 the amortization expenses amounted to $ 23,285.

 As
AppySleep is proving the capability of the product and the concept at its base, the company chooses to capitalize the development expenses
related to the new version of the product which will include a cloud-based version of the App, and an IOS version of the product in order
to approach the entire market. The expenses which will be capitalized are the payments to the development company, the writer of the
algorithm and the designer of the app.

 As
of 12.31.2023, the R&D software capitalization described above amounted to $ 90,470.

 NOTE
5 - OTHER ACCOUNTS PAYABLE

OF OTHER ACCOUNTS PAYABLE

 31,

 2023

 2022

 In

 Accrued expenses

 Deferred income

 Government institutions

 Credit card

 -

 Employees
 and payroll accruals (including related party payables)

 Other accounts payable

 F- 14

INC.

 NOTES

 NOTE
6 - RELATED PARTY BALANCES AND TRANSACTIONS

 A.

 Short-term loans from
 related parties

December 2022, Boris Molchadsky advanced a loan to the Company in the amount of NIS 80,000 ($ 22,734). The loan bears interest at an annual
rate of 5 %. The loan was repaid in full during the first quarter of 2023.

2021, SleepX borrowed from Nexense an aggregate amount of $ 47,623. According to the agreement, the loan shall be repaid in an event that
the Company's profits are sufficient to repay the aggregate loan amount and upon such terms and in such installments as shall be
determined by the Board. The loan shall bear interest at an annual rate equal to the minimum rate approved by applicable law in Israel
( 2.42 %).

2020, the minority shareholder of Ta-nooma loaned Ta-nooma NIS 115,725 ($ 31,907). The loan does not carry any interest expense and the
repayment terms have yet to be determined.

 B.
 loans related party

 See
Note 7.

 C.

 Balances with related
 parties

 SCHEDULE OF BALANCE WITH RELATED PARTIES

 31,

 2023

 2022

 In

 Liabilities:

 Employees
 and payroll accruals (including related party payables)

 Related party payables

 Short term loan Note 6(a)

 Convertible loan Note 6(b)

 -

 D.

 Transactions with related
 parties

 SCHEDULE OF TRANSACTION WITH RELATED PARTIES

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 In

 Expenses:

 Salaries and related cost

 Shared based compensation

 1,042

 All
of the four board members in the Company do not receive cash compensation for their directorship roles. Company's Bylaws provide
that a director or officer shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by the laws of
the State of Nevada. See notes 9 and 10 regarding salaries agreements.

 E.
 Purchase
 of IP and royalties to related party

 See
Note 4

 F- 15

INC.

 NOTES

 NOTE
7 - CONVERTIBLE LOANS AND WARRANTS

 A.
 Convertible loans related party

 On
August 22, 2021 Evergreen Venture Partners LLC, owned by Douglas O. McKinnon, former CEO of the Company, agreed to advance to the
Company up to $ 265,000
in tranches under the terms of an 18
month unsecured promissory note. Under the terms of the note, which bears interest at a rate of 8 %
per annum, the
investor can convert the note into shares of common stock at 35% discount to the highest daily trading price over the 10 days'
preceding conversion but in any event not less than $0.10 per share. The note contains standard events of default. As of
December 31, 2022, the related party has advanced to the Company $ 25,000
funds under the Note and there are no assurances if there will be additional amounts transferred. As of December 31, 2022, the fair
value as estimated by an independent external evaluation was $ 36,167.
The Note was purchased on August 16, 2023 for $ 27,000
(Note 11C) and ceased to be from a related party.

 B.

 The
following table summarizes fair value measurements by level as of December 31, 2023 and, 2022 measured at fair value on a recurring basis:

 SCHEDULE OF FAIR VALUE RECURRING BASIS

 31, 2022

 Level

 Level

 Level

 Total

 In

 Assets

 None

 -

 -

 -

 -

 Liabilities

 Loans at fair value

 -

 -

 2,257

 2,257

 Financial liability

 -

 31, 2023

 Level

 Level

 Level

 Total

 In

 Assets

 None

 -

 -

 -

 -

 Liabilities

 Loans at fair value

 -

 -

 1,203

 1,203

 Financial liability

 -

 C.

 The
Convertible Loans at fair values changes consist of the following as of December 31, 2023 and 2022:

 SCHEDULE OF CONVERTIBLE LOANS AT FAIR VALUE

 31, 2023

 31, 2022

 Loans at Fair Value

 31, 2023

 31, 2022

 $000

 Opening Balance

 2,257

 2,492

 Additional
 convertible loans (1)

 Repayment
 of convertible loan (2)

 ( 18
)

 Conversion
 of convertible loan (3)

 ( 243
)

 -

 Decrease of Notes purchased (Note 11C)

 ( 530
)

 -

 Change in fair value
 of convertible loans liability through profit or loss

 ( 434
)

 ( 743
)

 Closing balance

 1,203

 2,257

 (1)

 the years ended December 31, 2023, and 2022, the Company received a loan in the principal amount of $ 152,750 and $ 526,826 respectively.

 (2)

 the years ended December 31, 2023, and 2022, the Company repaid 0 and $ 17,500, respectively.

 (3)

 the years ended December 31, 2023, and 2022, a total amount of $ 242,538 and $ 0 respectively, were converted into 19,695,180 shares
 of common stock.

 F- 16

INC.

 NOTES

 NOTE
7 - CONVERTIBLE LOANS AND WARRANTS (cont.)

 The
estimated fair values of the Convertible loans were measured according to the Monte Carlo Model using the following assumptions:

OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED

 As
 of December 31,

 As
 of December 31,

 2023

 2022

 Expected
 term (in years)

 0.5

 0.5

 Expected
 average (Monte Carlo) volatility

 %

 %

 Expected
 dividend yield

 -

 -

 Risk-free
 interest rate

 5.26
 %

 4.8
 %

 WACC

 %

 %

loans (Hereinafter: CLA)

the years 2017-2021, the Company entered into convertible loan agreement ("CLA ") contracts with several investors as detailed
below.

 Investor
1 - Plutus

 CLA
1 (Issued by the company During March 2019 - January 2021)

 The
CLA is convertible into shares of the Company's Common Stock at a per share price equal to the lesser of (i) $0.04, and (ii) the
variable conversion price, which is defined as 65% of the lowest daily Volume Weighted Average Price ('VWAP') in the twenty
(20) Trading Days prior to the Conversion Date. The Note has 5 % annual interest rate. As of December 31, 2023, the Maturity date for
the CLA is June 30, 2024.

 The
CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the
company shares instead of receiving the loan.

 In
order to calculate the fair value of the CLA, the independent valuation appraiser used the Monte Carlo model and the Company assumptions
regarding the expected conversion date. Using this model and assumptions, the fair value was evaluated for $ 756,963
as a current maturities of convertible loans
on December 31, 2022.

 CLA
2 (Issued by the Company at the year of 2021)

the year 2021, the Company entered into a new CLA contract with Investor 1. In exchange for the CLA, the Company received an amount of
$ 250,000. As of December 31, 2023 the maturity date of the CLA is June 30, 2024.

 The
CLA is convertible at a fair value measurement option at a price per share equal to the expected PPS at IPO event. Following the registration
statement becoming effective, the conversion price was changed into $0.01.

 The
CLA was evaluated at a fair value measurement option as one component because in each scenario the investors will prefer to convert the
company shares instead of receiving the loan.

 In
order to calculate the fair value of the CLA, the independent valuation appraiser used the Company assumptions regarding the expected
conversion date. Using these assumptions, the fair value was evaluated, based on Monte Carlo model, for $ 555,039
as current maturities of convertible loans as
of December 31, 2022.

 As of December 31, 2023, the fair value of both CLA together was evaluated at $1,203,758.

 Investor
2 - Leonite

 On
November 24, 2021, the Company signed CLA, Warrants and SPA agreements with Investor 2 for an aggregate amount of $ 500,000. As of December
2021, the Company received the first tranche an amount of $ 110,000 out of the aggregate committed amount. on May 09, 2022, the second
tranche of $ 390,000 was transferred to the Company. Upon receival of each tranche, the company issued to the investor 200,000 common
shares in consideration of the note. The maturity date of the Note is the earlier of 12 months from the date of each advance or the date
the Company closes on a registered public offering.

 The
Company's obligations under the CLA are secured by a security interest in substantially all of its assets pursuant to a Security
Agreement dated as of November 24, 2021, between it and the Company.

 The
Convertible Promissory Note will be convertible at a price equal to $ 0.5. The conversion component was evaluated separately from the
loan.

 On
November 24, 2021 and May 09, 2022, the investment was evaluated as three separate components: Warrants, common shares, Loan (Part of
the CLA) and conversion component. First, the independent valuation appraiser evaluated the Warrants and the stocks in Fair Value, and
the residual attributed to the CLA components. As of December 31, 2022, Warrants were evaluated at $ 11,351 and $ 11,679 respectively,
The CLA were evaluated at $ 108,126 and $ 585,284 respectively.

 In
order to evaluate the CLA components, it was evaluated based on their fair value ratio and then multiplied the residual by the acceptable
ratio of each of the CLA components. In addition, the independent valuation appraiser used Monte Carlo model and Company assumptions
regarding the expected conversion date and the expected return date of the principal amount. Using this model and assumptions, the expected
conversion amount was evaluated.

 In
addition, the warrants and the loan were evaluated because they identified as liabilities components. The conversion instrument was identified
as an equity component; therefore, it was evaluated only as of the agreement day. In order to calculate the fair value of the CLA Loan
the independent valuation appraiser used Company assumptions regarding to the expected conversion date and the expected return date of
the principal amount and then capitalized the loan using the company's WACC for each valuation date. Using this model and assumptions,
the expected conversion amount was evaluated.

 On
December 7, 2022, AppYea and Investor 2 signed a 'First Amendment to Senior Secured Convertible Promissory Note', in which
the maturity date of the loan will be amended to be April 30, 2023. Additionally, as part of this agreement, the Company paid Leonite
a payment of $ 30,000 to be applied as follows: $ 10,000 as an extension fee, $ 17,500 as partial payment of the balance due in connection
with the first tranche, and $ 2,500 for legal fees.

 As
of December 31, 2022 the Loan component was evaluated at $ 693,410 and
presented as current maturities of convertible loans. As of December 31, 2023 the Loan principal and accrued interest amounted to
$ 570,167. During
the third quarter of 2023 the note was purchased (see note 11C).

 F- 17

 Investor
3 - Diagonal

 On
November 23, 2022, the Company signed CLA agreement with Investor 3 for an aggregate amount of $ 675,000. As of December 31, 2022, the
Company received an amount of $ 68,000 out of the total amount. The maturity date is December 31, 2024.

 The
Convertible Promissory Note will be convertible at a price equal 65% of the lowest trading price during the (10) days prior to the conversion
date, with 35% discount. The Convertible Promissory Note was evaluated as a single component.

 As
of December 31, 2022 the Convertible Promissory Note was evaluated at $ 89,318
presented as current maturities of convertible loans. As of December 31, 2023 the Loan principal and accrued interest amounted to
$ 180,960. During the third quarter of 2023 the note was purchased (see note 11C).

 Rest
of the investors

the year 2021, the Company signed an additional CLA with an investor for the amount of $ 75,000.

 The
CLA is convertible at a price equal to the variable conversion price, which is defined as 65% of the highest daily VWAP in the ten (10)
Trading Days prior to the Conversion Date. The maturity date of the CLA is January 29, 2023

 The
CLA was evaluated, based on the Monte Carlo model, as one component because in each scenario the investors will prefer to convert the
company shares instead of receiving the loan.

 In
order to calculate the fair value of the CLA, the independent valuation appraiser used Company assumptions regarding the expected conversion
date. Using Company WACC, the fair value was evaluated for $ 109,908 as of December 31, 2022 and converted into 6,477,000 during the first
quarter of 2023.

and financial liabilities

 D.

 The
following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2022:

 SUMMARIZES RELATING TO OUTSTANDING AND EXERCISABLE WARRANTS

 Outstanding and Exercisable

 Weighted Average
 Remaining

 Weighted

 of

 Contractual
 life
 (in years)

 Average

 Exercise
 Price

 Valuation
 as of

 31, 2022

 *)

 2.9

 0.043

 $
 11,351

 *)

 3.35

 0.043

 $
 11,679

 8,334

 2.9

 0.6

 $

 32,500

 3.35

 0.6

 $

 The
following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2023:

 Outstanding and Exercisable

 Weighted Average
 Remaining

 Weighted

 of

 Contractual
 life
 (in years)

 Average

 Exercise
 Price

 Valuation
 as of

 31, 2023

 8,334

 2.16

 0.6

 $

 32,500

 2.61

 0.6

 $

 *)
 600,000 Warrants
were cancelled (Note 11C)

 The
estimated fair values of the Warrants were measured according to the data as follows:

 SCHEDULE OF FAIR VALUES OF WARRANTS AND CONVERTIBLE LOAN ASSUMPTION USED

 As of December 31,

 As of December 31,

 2023

 2022

 Expected term

 0.46

 2.9 - 3.35

 Expected average volatility

 %

 %

 Expected dividend yield

 -

 -

 Risk-free
 interest rate

 5.3
 %

 4.09 %- 4.15
 %

 Common
 Stock Market Value

 $
 0.015

 $
 0.043

 Investor
1 agreed to extend the maturity date of his notes to June 30, 2024 and to not convert such note during such period. In consideration
thereof, the Company agreed with the holder that in the event that on June 30, 2024 the preceding 90 day VWAP is less than $ 0.04
(the "90 day VWAP"), then the Company will issue to the holder additional shares of the Company's common stock
where the number of shares is determined by quotient of the spread below $ 0.04
times seven million shares divided by the 90 day VWAP (the "Plutus Commitment". The Plutus Commitment was accounted as a
financial liability measured at fair value through profit or loss. As of December 31, 2023 the Plutus Commitment amounted to $ 203,718.

 E.
 The
 Convertible Loans at amortized cost changes consist of the following as of December 31, 2023
 (See also 11c):

 SCHEDULE OF CONVERTIBLE LOANS
AMORTIZED COST

 December 31, 2023

 000$

 Opening balance

 -

 Transition from convertible loans measured at fair value to measurement at amortized cost

 Beneficial conversion feature

 ( 66
)

 Financial expenses related to transition from fair value measurement to amortized cost

 Accrued interest through profit or loss

 Closing balance

 F- 18

INC.

 NOTES

 NOTE
8 - COMMITMENT AND CONTINGENCIES

 A)
 On
 March 15, 2020, SleepX entered into license agreement with B.G Negev Technologies and Applications
 Ltd. and Mor Research Application Ltd. (the "Licensors") pursuant to which SleepX
 is entitled to receive from the Licensors an exclusive worldwide license with the right to
 grant sub-licenses and with a term of 15 years, to research, develop, manufacture use, market,
 distribute, offer for sale and sell the licensed products covered in the license agreement
 (the "Licensed Products"). The payment terms for the license agreement are as
 follows:

 1.
 Annual
 license fee – annual payments as follows:

OF LICENSE ANNUAL PAYMENTS

 Year

 US$K

 1-4

 9-15

 2.

 Running
 royalties – 3 % of all net sales received from the licensed products for a period of up to 15 years from initiation of sales
 in each state using licensed IP.

 3.

 Sublicense
 payments –

 a.
 25 %
 of sublicense income received prior to attainment of all regulatory approval for marketing
 and sale of the licensed products in the first jurisdiction where the licensed products is
 intended to be sold.

 b.
 15 %
 of sublicense income received after the date recorded in section (a) above, but prior to
 the first commercial sale of the licensed product.

 c.
 10 %
 of sublicense income received after the date recorded in section (b) above.

 4.

 Milestone
 payment – payment of $ 60,000 upon the attainment of regulatory approval from applicable authority in USA or Europe to market
 and sell the licensed products.

 5.

 Exit
 Fee Varies according to its kind upon consummation of the Exit event.

 In
addition to the payment terms mentioned above, SleepX will reimburse the Licensors for all incurred in the filling, prosecution and maintenance
of the licensor's patents prior to the effective date. The amount of such expenses was $ 74,850 which was paid and are included
in the financial statements.

 B)
 In
 addition, the Company's obligations under the CLA purchased from Leonite as mentioned
 below in Note 11-C, are secured by a security interest in substantially all of its assets
 according to a Security Agreement dated as of November 24, 2021 between the investor and
 the Company.

 C)
 On
 April 2022, SleepX entered into an additional license agreement with B.G Negev Technologies
 and Applications Ltd. and Mor Research Application Ltd. (the "Licensors") pursuant
 to which SleepX is entitled to receive from the Licensors an exclusive worldwide license
 with the right to grant sub-licenses and with a term of 15 years (the "additional license
 agreement"). According to the additional license agreement, the Company will pay annual
 license fees according to the scheduled payments set forth above.

 F- 19

INC.

 NOTES

 NOTE
9 - EMPLOYEE BENEFITS

 SleepX's
liability for severance pay is calculated according to Section 14 of the Israeli Severance Compensation Act, 1963 ("Section 14"),
pursuant to which Holdings' severance pay liability to its employees is fully discharged by monthly deposits to pension fund accounts
in the employees' names, at a rate of 8.33 % of the employees' monthly salary. Under Israeli employment law, payments in accordance
with Section 14 release from any future severance payment obligations in respect of those employees. The fund is made available to the
employee at the time the employer-employee relationship is terminated, regardless of the cause of termination. The severance pay liabilities
and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred
to the severance funds.

 NOTE
10 - STOCK BASED COMPENSATION

 On
July 1, 2021, SleepX commenced the employment of two employees, the Chief Financial Officer and the Chairman who are both considered
related parties. Under the agreement with the employees, they are entitled to receive NIS 20,000
($ 5,683) monthly salary (see
also below). In addition, the Chief Financial Officer is entitled to share-based compensation. For a two-year period ending on June 30, 2023, the Chief Financial Officer is
entitled to anti-dilution protection such that he is at all times entitled to options for 4% of the then total outstanding number of
shares of common stock, after giving effect to the issuance of the option to him. The determination of options for additional shares
to which he is entitled shall be determined on a monthly basis.

 On
July 1, 2023, the company granted the company CFO a stock options to purchase 10,237,740 of the Company's common stock,
at a per share exercise price of $ 0.0001 per share and exercisable through July 2033, which was valued at $ 92,102. The Options vest over
a period of 24 months, on a monthly basis. Following the investment in the Company in 2023, the vesting schedule was expedited of half
of the options on December 31, 2023. The Option are subject to the other terms and conditions specified in an Option Grant Agreement
between CFO and the Company. In addition, following the investment in the company, CFO was granted an additional 14,500,000
stock options on December 31, 2023, exercisable at a per share exercise price of $ 0.0001, and were valued at $ 217,437 as of grant date. The options vest over a period of 18 months,
on a monthly basis.

 As
of December 31, 2023 and 2022 the Chief Financial Officer was entitled to 34,975,480 and to 9,205,450 options, respectively.

 F- 20

INC.

 NOTES

 NOTE
10 - STOCK BASED COMPENSATION (Cont.)

 On
July 1, 2023, Adi Shemer was appointed as Chief Executive Officer ("CEO") of the Company. Mr. Shemer has been working with
the Company since February 2023 as a consultant. In connection with his appointment as CEO, CEO and the Company's subsidiary
SleepX, Ltd. entered into an Employment Agreement (the "Shemer Employment Agreement") setting forth the terms of his employment
and compensation. Under the Shemer Employment Agreement, CEO is entitled to monthly salary of 40,000 NIS (equivalent
to $ 10,810 as of the date of this report), of which the payment of 20,000 NIS is deferred until such time as the Company raises at least
$ 1 million in aggregate proceeds from the private placement of its securities. Under the Agreement, CEO is also entitled to the
following: (i) Manager's Insurance under Israeli law to which SleepX contributes amounts equal to (a) 8-1/3 percent
for severance payments, and 6.5%, or up to 7.5% (including disability insurance) designated for premium payment (and Mr. Shemer contributes
an additional 6%) of each monthly salary payment, and (b) 7.5% of his salary (with Mr. Shemer contributing an additional 2.5%) to an
education fund, a form of deferred compensation program established under Israeli law. Either CEO or SleepX is entitled to terminate
the employment at any time upon 30 days prior notice.

 Under
the Shemer Employment Agreement, Mr. Shemer was awarded options for 11,500,000
shares of the Company's common stock at a per share exercise price of $ 0.0001,
vesting over a period of 30 months, on a quarterly basis, beginning with the quarter ending September 30, 2023, provided that CEO
continues in the employ of SleepX and continues to provide CEO services to the Company. In addition, CEO is entitled to
options for an additional 11,500,000
shares at the same exercise price which shall vest at the end of a 30-month period as of commencement date. The options are exercisable through July
2033. In connection with the consulting services rendered prior to his appointment as CEO, he was awarded options for 1,000,000
shares of the Company's common stock, exercisable through February 2033 at a per share exercise price of $ 0.0001
per share.

 As
of December 31, 2023, the Chief executive Officer was entitled to 24,000,000 options.

 A.
 The
 estimated fair values of the options granted were measured as follows:

OF FAIR VALUE OF OPTIONS

 Grant date

 July
 1, 2021

 February
 1, 2023

 Expected term

 2 years

 3 years

 Expected average volatility

 187.7
 %

 187.7
 %

 Expected dividend yield

 Common Stock Value

 $
 0.76

 $
 0.0205

 Risk-free interest rate

 0.3
 %

 3.39
 %

 Grant date

 July
 1, 2023

 31,2023

 Expected term

 years

 1.5
 years

 Expected average volatility

 %

 %

 Expected dividend yield

 Common Stock Value

 $
 0.009

 $
 0.015

 Risk-free interest rate

 3.86
 %

 3.88
 %

 F- 21

INC.

 NOTES

 NOTE
10 - STOCK BASED COMPENSATION (Cont.)

 The
table below depicts the number of options granted to such employee:

OF NUMBER OF OPTIONS

 Name

 of Securities Underlying Unexercised Options (#) Exercisable

 of Securities Underlying Unexercised Options (#) Unexercisable

 Exercise
 Price
 ($)

 Expiration

 Date

 Chief Financial Officer

 10,237,740

 $

 07.01.2031

 Chief Financial Officer

 5,118,870

 5,118,870

 $

 07.01.2033

 Chief Financial Officer

 14,500,000

 $

 12.31.2033

 Chief Executive Officer

 1,000,000

 $

 2.1.2033

 Chief Executive
 Officer

 2,300,000

 20,700,000

 $

 7.1.2033

 Total

 17,656,609

 41,318,870

 In
addition, each of the employees is entitled to a success bonus of 1.5 % of any capital raised up to a total raise of $ 10 M and a success
bonus of 1.0 % of any revenues of the company up to accumulated revenues of $ 20 M.

 The
salary of the employees shall increase following a successful funding raise in the following manner: (1) NIS 20,000 ($ 5,683) salary for
an accumulated $ 500 K-$ 1 M capital raise; (2) additional NIS 10,000 ($ 2,842) for every additional $ 1 M raise or a year after the commencement
date, the earliest of which; the increase shall continue up to a NIS 72,000 ($ 20,460). AppYea absorbs 50 % of the cost of the SleepX employees
as management fees. As of December 31, 2023, the employee monthly gross salary raised to a total amount of NIS 50,000 (including the
salary basis – as described above in Note 10).

 C.
 On
 January 1, 2023, the Company engaged with Ron Mekler as a board member. For his services
 he was granted stock option to purchase 500,000 of the Company's common stock, valued
 at $ 21,498. The Options vest as follows: (i) 50% on the first anniversary of the appointment
 and (ii) the balance of shares of Common Stock, in four (4) consecutive fiscal quarters,
 beginning with the quarter ending March 31, 2024. The Option are exercisable at a per share
 exercise price of $ 0.0001 and are otherwise be subject to the other terms and conditions
 specified in an Option Grant Agreement to be entered into between Mr. Mekler and the Company.

 On
July 1, 2023, the Company granted Mr. Mekler additional option to purchase up to 500,000 shares of the Company's common stock,
valued at $ 4,498. The Options vest over 12 months, on a monthly basis. The Options are exercisable at a per share exercise price of $ 0.0001
and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between her and
the Company.

 F- 22

INC.

 NOTES

 NOTE
10 - STOCK BASED COMPENSATION (Cont.)

 D.
 On
 July 1, 2023, the Company granted Mr. Neil Kline, a Company board member, additional options
 to purchase up to 500,000 shares of the Company's common stock, valued at $ 4,498. The
 Options shall vest over 12 months, on a monthly basis. The Options are exercisable at a per
 share exercise price of $ 0.0001 and are otherwise subject to the other terms and conditions
 specified in an Option Grant Agreement to be entered into between him and the Company.

 E.
 The table below depicts the number of options granted to consultants and
employees:

OF NUMBER OF OPTIONS

 twelve months ended December 31, 2023

 Number of options

 Weighted average exercise price in USD

 Options outstanding on January 1, 2023

 10,246,284

 $

 Options granted during the period

 52,103,363

 $
 0.0009

 Options outstanding at the end of period

 62,349,647

 $
 0.0007

 Options exercisable at the end of period

 19,059,944

 $
 0.0016

 For the years ended December 31, 2023 and 2022 the Company recognized expenses, to such options, in the amount of
$ 721,000 and 1,042,000, respectively. The expense represents the aggregate grant date fair value for the option awards granted and vested
during the fiscal years presented, determined in accordance with FASB ASC Topic 718.

 NOTE
11 - STOCKHOLDERS' EQUITY

 A.
 Preferred Stock

 Each
convertible preferred A share is convertible into 1,500 shares of common stock and may be voted together with the common shares at a
rate of 3,000 shares of common stock. ( 1,000 shares prior to June 18, 2023.

 As
of December 31, 2023, and 2022, 258,745 and 300,000 shares respectively of the Company's convertible preferred stock were issued
and outstanding. There are 500,000 convertible preferred shares authorized.

 On
June 18 2023, the holders of the majority of the Company outstanding convertible Preferred Series A Shares par value $ 0.0001 per share
(the "Preferred Shares") agreed to provide that each Preferred Share shall have voting rights equal to 3,000 shares of the
Company's Common Stock which may be vote at any meeting or any action of the Company shareholders at which the holders of the Common
Stock are entitled to participate.

 B.
 Common
 Stock

 As
of December 31, 2023, and 2022, 328,836,657 and 220,930,798 shares of the Company's common stock were issued and outstanding, respectively.
There are 900,000,000 authorized common shares as of December 31, 2023 and 2022.

 The
holder of the shares of Common Stock are entitled to the following rights:

 1.

 Right
 to participate and vote in the Company's general meetings, whether regular or extraordinary. Each share will entitle its holder,
 when attending and participating in the voting in person or via agent or letter, to one vote;

 2.

 Right
 to share in distribution of dividends, whether in cash or in the form of bonus shares; the distribution of assets or any other distribution
 pro rata to the par value of the shares held by them;

 3.

 Right
 to a share in the distribution of the Company's excess assets upon liquidation on a pro rata basis to the par value of the
 shares held by them.

 C.
 Investment
 and changes in Notes

 Investment
in the company - In June 2023, the Company entered into a Subscription Agreement (the "Subscription Agreement") with
qualified investors (collectively, the "Investor"), pursuant to which the Company agreed to issue and sell (the
"Offering") up to an aggregate of 135,000,000 shares
of the Company's common stock par value $ 0.0001 per
share (the "Common Stock") at a per share purchase price of $ 0.01,
and Common Stock purchase warrants, exercisable for a two year period from the date of issuance, to purchase up to an additional 135,000,000 shares
of Common Stock at a per share exercise price of $ 0.04 (the
"Warrants"). The subscription agreement was closed on July 19, 2023. As of December 31, 2023, the Company received
aggregate gross proceeds of $ 723,569 from
the Investor, which entitles him 72,356,853 shares
and warrants. 28,633,000 shares were issued and the residual amount of 43,756,85 3 was presented as shares to be issued. No assurance
can be provided that the Investors will provide additional investments.

 Purchase
of Notes of the company - As part of the investment agreement above, the Investor and other unaffiliated entities (collectively,
the "Purchasers') purchased from Leonite Fund LP and Diagonal Lending LLC outstanding convertible promissory notes
issued by the Company. Following the purchase of these outstanding notes, the
Purchasers and the company agreed to amend the terms of the notes to extend the maturity date of each note to December 31, 2024, and
to amend the conversion price thereof to $0.00561 (in the case of note purchased from Leonite Funding LP) and $0.005 (in the case of
the note purchased from Diagonal Lending LLC). In addition, the Purchasers agreed to not convert the notes purchased until
the earlier of June 30, 2024, and such time as the Purchasers complete the purchase of an additional outstanding promissory note
issued by the Company to an unrelated third party in the aggregate amount of $ 720,000 (the
"Additional Third Party Note"). As a result of the change in conversion terms the company booked the purchased notes as loans in principal value
of $ 768,000 bearing 8 % annual interest rate, which created financial expense of $ 304,000 and the Additional Third party note was registered
in fair value of as of December 31, 2023, in the amount of $ 1,203,758.

cancelation - In connection with the purchase from Leonite of the Note by the Purchasers, the 600,000
 Warrants previously issued to Leonite were cancelled.

 Purchase
of preferred shares - On August 16, 2023, the purchasers
completed the purchase of 67,068
 Series A convertible preferred stocks and the
purchase of a related party note. The Purchasers
agreed to amend the terms of the note, to extend the maturity date to December 31, 2024, and to amend the conversion price thereof to
$0.005.

 F- 23

INC.

 NOTES

 NOTE
12 - GENERAL AND ADMINISTRATIVE EXPENSES

OF GENERAL AND ADMINISTRATIVE EXPENSES

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 In

 Salaries and related costs

 1,356

 Professional services

 Vehicle expenses

 Rent and building maintenance

 -

 Others

 and administrative expenses

 1,386

 2,017

 NOTE
13 - TAXES ON INCOME

 A.
 Taxation
 under Various Laws

 The
tax rate applicable to SleepX Ltd. and Ta-nooma Ltd. In Israel is 23 %.

 US
Federal tax rate applicable to AppYea Inc. is 21 %.

 B.
 Net
 operating losses carryforward

 As
of December 31, 2023 and 2022, the net operating losses (including research and development expenses incurred) for SleepX amount to approximately
$ 1,057,000 and $ 489,000, respectively.

 The
Company is evaluating the loss carryforward in AppYea as a result of the reverse merger, and therefore currently values them at $ 0.

 C.
 taxes on foreign subsidiaries

 Foreign
subsidiaries are taxed according to the tax laws in their respective country of residence. Neither Israeli income taxes, foreign withholding
taxes nor deferred income taxes were provided in relation to undistributed earnings of the Company's foreign subsidiaries. This
is because the Company has the intent and ability to reinvest these earnings indefinitely in the foreign subsidiaries and therefore those
earnings are continually redeployed in those jurisdictions.

 D.

 Income tax expenses

tax expense for the years ended December 31, 2023 and 2022 are as follows:

OF INCOME TAX EXPENSES

 2023

 2022

 31,

 2023

 2022

 Current income tax

 -

 -

 Deferred taxed

 -

 -

 Total

 -

 -

 F- 24

INC.

 NOTES

 NOTE
13 - TAXES ON INCOME (CONT.)

 E.
 Tax
 Assessments

 The
Company has not received final tax assessments for income tax purposes since incorporation.

 F.
 Deferred
 income taxes

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are
as follows:

OF DEFERRED TAXES ASSETS

 2023

 2022

 Year
 Ended
 31,

 2023

 2022

 In

 Deferred tax assets:

 Net
 operation loss carryforward

 Net deferred tax asset before valuation allowance

 Valuation allowance

 ( 243
)

 ( 178
)

 Net deferred tax asset

 -

 -

 The
Company has a valuation allowance against its net deferred tax assets due to the uncertainty of realization of the deferred tax assets
due to the operating loss history of the Company. The Company currently provides a valuation allowance against deferred taxes when it
is more likely than not that some portion, or all of its deferred tax assets will not be realized. The valuation allowance could be reduced
or eliminated based on future earnings and future estimates of taxable income.

 NOTE
14 - CONTINGENCIES

 On
August 11, 2022, a lawsuit was filed in the Tel Aviv Magistrate's Court against our Chairman and majority shareholder, Boris Molchadsky,
G.P.I.S Ltd., an entity controlled by Mr. Molchadsky, Nexsense, Inc. (the former shareholder of SleepX Ltd.) and SleepX, Ltd., our subsidiary
(collectively, the "Defendants") [Civil lawsuit number 25441-08-22]. The suit was filed by a fund operating out of Israel.
A copy of the claim was served to the defendants only six months after it was submitted to court, on February 21, 2023. The lawsuit is
based on the alleged breach of partnership and loan agreements as well as other related allegations, including violation of agreements
reached in a mediation proceeding that took place in 2015. On July 24, 2023, the Defendants (except for Nexsense, Inc.) filed a statement
of defense, denying the allegations and argued that the claim should be dismissed, due to the statute of limitations, lack of cause of
action, lack of jurisdiction, delay in filing the claim, and respecting SleepX, also due to the lack of legal rivalry between SleepX
and the plaintiff.

 Recently,
the Magistrate's Court in Tel Aviv accepted the request regarding lack of material jurisdiction, and the claim was then transferred
to the economic department of the District Court in Tel Aviv.

 A
preliminary hearing was held on February 14, 2024. The presiding judge did not rule on the preliminary pleadings and urged the parties
to attempt mediation before the ruling. The parties are considering different mediators (which must be mutually agreed to) and following
the selection of a mediator, the parties will schedule a date for the mediation.

 The
Company cannot, at this stage, know the effects, if any, of these actions on its subsidiary SleepX and / or the Company, and accordingly,
no provision was recorded.

 NOTE
15 - SUBSEQUENT EVENTS

 A.
 On
 October 7 th, 2023, "Iron Swords" war broke out in Israel ("The
 war"). As a result, the scope of economic and business activity in the country decreased.
 The company relies on foreign suppliers for manufacturing, marketing and shipment of products,
 and as such, doesn't see any implication on the Company's operations. Product
 development made in Israel slowed down and as of December 2023 returned to normal rate.

 B.
 On
January 1, 2024, the company engaged with a consultant. For his services he was granted stock option to purchase 2,300,000
 of the Company's Common Stock,
valued at $ 34,350.
 Upon
grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The options are
exercisable at a per share exercise price of $ 0.01
and
are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between optionee
and the Company.

 C.
 On
 January 1, 2024, the company engaged with an additional consultant. For his services, he was granted a stock option to purchase 600,000 of
 the Company's Common Stock, valued at $ 8,961. Upon
 grant, the Options vest on a monthly basis, over a period of 30 months as of the Commencement Date ending June 30, 2026. The Option
 are exercisable at a per share exercise price of $ 0.01 and
 are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between optionee
 and the Company.

 D.
 On January 1, 2024, the company engaged with a note holder as a consultant. For his services, he was granted a stock
option to purchase 5,000,000 of the Company's Common Stock, valued at $ 74,675. Upon grant, the Options vest on a monthly basis,
over a period of 12 months as of the Commencement Date ending December 31, 2024. The Option are exercisable at a per share exercise price
of $ 0.0001 and are otherwise subject to the other terms and conditions specified in an Option Grant Agreement to be entered into between
optionee and the Company.

 E.
 During the first quarter of 2024, the company received, as part of the agreement in Note 11C, an additional investment
of $ 456,431.

 F- 25