NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

AppTech Payments Corp. (“AppTech” or the “Company”), a Delaware corporation, is a Fintech Company headquartered in Carlsbad, California. AppTech utilizes innovative payment processing and digital banking technologies to complement its core merchant services capabilities. The Company’s proprietary software will provide progressive and adaptable products that will be available through a suite of synergistic offerings directly to merchants, banking institutions, and business enterprises.

AppTech has a highly secure digital payments platform that we acquired and are further developing digital banking products to power commerce experiences for clients and their customers. Based upon industry standards for payment and banking protocols, we will offer standalone products and fully integrated solutions that deliver innovative payments, banking, and financial services experiences. Our processing technologies can be taken off-the-shelf or tapped into via our RESTful APIs to build fully branded and customizable experiences while supporting tokenized, multi-channel, and multi-method transactions.

The Company successfully completed its uplisting onto the Nasdaq Capital Market (“NASDAQ”) on January 7, 2022. AppTech trades under the symbol “APCX” and its warrants trade under the symbol “APCXW”. See Note 9 - subsequent events.

In June 2023, the Company entered into licensing agreements with InstaCash and PayToMe.co. The licensing arrangement with InstaCash was terminated in December 2024.

The shares related to the 7.5% preferred share equity stake in PayToMe.co have not been issued as of the date of this filing. Additionally, PayToMe.co is a related party to AppTech. A senior member of the Company sits on PayToMe.co's board of directors and AppTech's former Chief Financial Officer is married to its founder and Chief Executive Officer.

Purchase of Alliance Partners, LLC

On October 13, 2023, the Company entered into a purchase agreement to acquire 100% of Alliance Partners, LLC, a Nevada based software development limited liability company (“Alliance Partners”). As consideration for the purchase, the Company agreed to pay the seller total consideration of $2 million in cash and assume certain short-term and long-term liabilities of Alliance Partners. The primary reason for the Purchase was to acquire Alliance Partners’ intellectual property, personnel, and software platform, which is now AppTech’s platform “FinZeo”.

The Company closed the Purchase on October 26, 2023.

On October 31, 2023, the Company issued 1 million shares of its common stock to an entity owned by the seller. In exchange for the shares, the seller waived, cancelled, and forgave the long-term debt of Alliance Partners.

The remaining outstanding payable related to the original purchase price as of March 31, 2025 is $1,200 thousand and the payable is secured by substantially all the Company’s assets.

Management’s Plan to Address Going Concern Considerations

The Company has experienced recurring operating losses, primarily due to limited revenues. The Company's current financial conditions and recurring losses raise substantial doubt about its ability to continue as a going concern.

In late 2024, we reorganized senior leadership and initiated actions to reduce indebtedness to improve the current financial condition of the Company. In addition, we are actively pursuing additional funding options and are confident that our revenue streams will begin generating cash, although no assurances can be made.

Management continues to maintain adequate working capital and adhere to prudent financial forecasting.