AppTech Payments Corp. 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (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, 2024

 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: 001-39158

 AppTech Payments Corp.

 (Exact Name of Registrant as Specified in its Charter)

 Delaware

 7389

 66-0847995

 (State or other jurisdiction of

 incorporation or organization)

 (Primary Standard Industrial

 Classification Code Number)

 (I.R.S. Employer

 Identification No.)

 5876 Owens Avenue

 Suite 100

 Carlsbad, California 92008

 ( 760) 707-5959

 (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.001 par value per share

 APCX

 Nasdaq Capital Market

 Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $4.15

 APCXW

 Nasdaq Capital Market

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

 None

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

 Indicate 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

 Indicate 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

 Indicate 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

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 check mark
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.

 Indicate 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.

 Indicate 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).

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

 The aggregate market value of common stock of the
registrant held by non-affiliates as of June 30, 2024, was approximately $ 19.0
million. As of March 31, 2025, 33,283,329
 shares of common stock, $0.0001 par value were issued and outstanding.

 DOCUMENTS INCORPORATED
BY REFERENCE

 Specified portions
of the registrant's proxy statement with respect to the registrant's 2025 Annual Meeting of Stockholders, which is to be filed
pursuant to Regulation 14A within 120 days after the end of the registrant's fiscal year ended December 31, 2024, are incorporated
by reference into Part III of this Annual Report on Form 10-K.

 AppTech Payments Corp.

 Form 10-K

 Page

 Special Note Regarding Forward-Looking Statements and Projections

 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 Shareholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 1 1

 Item 7A.

 Qualitative and Quantitative 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 Statements Schedules

 Item 16.

 Form 10-K Summary

 Index to Financial Statements

 Exhibit Index

 Signatures

 i

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND PROJECTIONS

 Various statements in this report of AppTech Payments
Corp. are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report
regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives
of management are forward-looking statements. These statements are subject to risks and uncertainties and are based on information currently
available to our management. Words such as "anticipate," "believe," "estimate," "expect,"
"intend," "may," "plan," "contemplates," "predict," "project,"
"target," "likely," "potential," "continue," "ongoing," "will,"
"would," "should," "could," or the negative of these terms and similar expressions or words, identify
forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results
could differ materially from those projected in our forward-looking statements.

 You should not place undue reliance on forward looking
statements. The cautionary statements set forth in this report identify important factors which you should consider in evaluating our
forward-looking statements. These risks include, but are not limited to, the following:

 delays and uncertainty associated with the boarding of clients to our platform;

 substantial investment and costs associated with new potential revenue streams and their corresponding contractual obligations;

 a slowdown or reduction in our sales due to a reduction in end user demand, unanticipated competition, regulatory issues, or other unexpected circumstances;

 uncertainty regarding adverse macroeconomic conditions, including inflation, a recession, changes to fiscal and monetary policy, tighter credit, higher interest rates, consumer confidence and spending, and high unemployment;

 dependence on third-parties needed to facilitate our automated clearing house ("ACH") and merchant service capabilities;

 delay in or failure to obtain regulatory approval for any future products in additional countries, and;

 current and future laws and regulations.

 All written and oral forward-looking statements attributable
to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this section. We caution investors not to rely too heavily on the forward-looking statements we make or that are made on our behalf.
We undertake no obligation and specifically decline any obligation, to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Please see, however, any further disclosures we make on related subjects in any annual,
quarterly or current reports that we may file with the Securities and Exchange Commission (SEC).

 We encourage you to read the discussion and analysis
of our financial condition and our consolidated financial statements contained both in our Form S-1 that was filed with the Securities
and Exchange Commission on January 3, 2022, and in this Annual Report on Form 10-K. There can be no assurance that we will in fact achieve
the actual results or developments we anticipate or, even if we do substantially realize them, that they will have the expected consequences
to, or effects on, us. Therefore, we can give no assurances that we will achieve the outcomes stated in those forward-looking statements
and estimates.

 Unless the context otherwise requires, throughout
this Annual Report on Form 10-K, the words "AppTech Payments," "we," "us," the "registrant"
or the "Company" refer to AppTech Payments Corp.

 Item 1. Business

 Business Overview

 The financial services industry is going through a
period of intensive growth driven by the advancement of technology and the rapid rise of contactless transactions due to societal changes.
End-users expect ease of use and an enhanced user experience in all their daily financial interactions. In this rapidly evolving digital
marketplace, businesses have broad and frequently changing requirements to meet consumer expectations and operational efficiencies to
maintain their competitive edge.

 To flourish in this environment, businesses need to
adopt new technologies to engage, communicate and process payments and manage payouts with their customers from a supplier that widely
supports innovation and adaptation as the industry evolves. We believe our technologies will greatly increase the adoption of omni-channel
payments and digital banking solutions in sectors that must quickly adapt and migrate to new, secure digital Fintech technologies. By
embracing advancements in the payment and banking industries, we are well-positioned to meet the growing needs of existing and prospective
clients and intend for our current and future products to be at the forefront of solving these accelerated market needs.

 AppTech's all-in-one Fintech platform, FinZeo,
delivers best-in-class financial technologies and capabilities through an ever-evolving modular cloud/edge-based architecture. The FinZeo
platform houses a large array of financial products and services that can be implemented off-the-shelf or customized via modern APIs.
Within its FinZeo platform, AppTech offers Payments-as-a-Service ("PaaS"), Instant Bank Analysis, Automated Underwriting,
and Banking-as-a-Service ("BaaS").

 FinZeo provides PaaS via integrated solutions for
frictionless digital and mobile payment acceptance. These solutions provide advanced payment processing solutions by catering to the unique
needs of each merchant. FinZeo's PaaS solutions include ACH (automatic clearing house), credit & debit cards, eCheck, mobile
processing, electronic billing, and text-to-pay. PaaS will also solve multi-use case, multi-channel, API-driven, account-based issuer
processing for card, digital tokens, and payment transfer transactions.

 AppTech is positioned to further accelerate digital
transformation through BaaS, layered with financial management tools that empower financial institutions to provide businesses, professionals,
and individuals with the ability to better manage their finances anywhere, anytime at a fraction of the cost of traditional banking and
financial services. BaaS fosters an ecosystem of immersive and scalable digital financial management services, including FinZeo's groundbreaking
automated underwriting portal. By digitizing the underwriting process, Automated Underwriting expedites business onboarding with its intuitive
digital application and e-signature capabilities. This portal offers customizable pricing, risk models, and access to multiple processors,
ensuring tailored solutions for diverse needs.

 The FinZeo Portal empowers Independent Sales Organizations
("ISOs") and Independent Software Vendors ("ISVs") to seamlessly integrate their businesses, facilitating swift
technology adoption. By leveraging the FinZeo, ISOs/ISVs can streamline operations and foster growth, meeting the economic demands of
their merchants. Through personalized portals, ISOs/ISVs have the flexibility to select and integrate FinZeo payments and banking services,
thereby enhancing their offerings to clients.

 FinZeo has a flexible architecture and can be fully
white labeled to allow for rich, personalized payment and banking experiences. This cloud-based platform packages together elements of
AppTech's intellectual property, BaaS, PaaS and FinZeo Portal to create a one-hub connection point of multitenant portals giving
the merchant, ISO/ISV, and each customer a well-defined user experience.

 Corporate Information

 AppTech Corp. reincorporated in Delaware on December
23, 2021, and changed its name to AppTech Payments Corp. The Company's principal executive offices are located at 5876 Owens Avenue,
Suite 100, Carlsbad, California 92008. Its phone number is (760) 707-5959. Its website address is www.apptechcorp.com and www.finzeo.com.
AppTech does not incorporate the information on or accessible through our website into this report. AppTech has included our website address
in this report solely as an inactive textual reference.

 Industry Background

 The financial technology and payment processing industries
have become crucial components of the global financial structure, constantly evolving due to technological advancements, shifting consumer
behavior, and new business models. As digital transformation accelerates, sectors like Automated Clearing House (ACH) payments and card
processing play a pivotal role in reshaping the payment landscape.

 Automated Clearing House (ACH) Payments, the ACH network
has experienced remarkable growth, both in the volume of transactions and their monetary value. In 2022, ACH processed 30 billion payments
valued at $76.7 trillion, reflecting a 3% increase in transaction volume and a 5.6% rise in the transaction value from the previous year 1.
By 2023, The Clearing House's ACH network had processed over 19 billion transactions worth $52.4 trillion, showing an 8% growth
compared to 2022 2. Between 2018 and 2021, the dollar value of ACH payments grew at an annual rate of 12.7%, the highest growth
rate recorded by the Federal Reserve Payments Study 3. This continued growth of ACH payments is primarily driven by high-value
transactions, subscription-based businesses, and e-commerce, all of which require efficient and low-cost payment systems to handle recurring
transactions.

 Card payment processing remain a dominant force in
the global transaction landscape, with both general-purpose and private-label cards leading the charge. In 2022, the Federal Reserve Payments
Study highlighted the large volume of card payments, underscoring their significant role in consumer transactions. By 2023, card payments
continued to be the most widely used payment method, both for consumer and business transactions. This market continues to evolve, driven
by the growing demand for contactless and instant payment methods, which are pushing the adoption of card-based payments on a global scale.

 The fintech sector is expanding rapidly, spurred by
technological advancements and regulatory changes. Between 2024 and 2032, the fintech industry is projected to grow at a compound annual
growth rate (CAGR) of 16.5% 4. Within this sector, digital banking—including FDIC-insured neobanks offering banking-as-a-service—is
expected to reach a value of $2.6 trillion by 2027, with over 78 million users. Neobanks are disrupting traditional banking models by
providing digital-first financial services, often lowering costs and enhancing the customer experience. This growth is expected to continue,
especially among younger, tech-savvy consumers.

 Small credit unions are increasingly adopting digital
payment solutions to meet the changing demands of consumers. As of mid-2024, 11% of credit unions have incorporated open banking payment
options, signaling a growing trend toward advanced payment solutions 5. Digital transformation is enabling credit unions to
attract and retain members by offering secure and convenient digital payment services 6. To remain competitive in the rapidly
evolving financial landscape, many small credit unions are forging partnerships with fintech companies to enhance their digital payment
offerings.

 The digital payments ecosystem presents significant
revenue opportunities, especially through mobile wallets and ACH systems. PwC's consumer research estimates a revenue opportunity
of $60 billion for digital payment ecosystems. As digital payments become more integrated into everyday financial transactions,
businesses and financial institutions are eager to capture a larger share of this rapidly expanding market.

 _____________________

 1 Federal Reserve Payments Study
(FRPS) – July 202

 2 The Clearing House, ACH Report
– March 2024

 3 Federal Reserve Payments Study
(FRPS) – 2023

 4 Statista: Digital & Trends
– Neobanking US Report – 2023

 5 CUInsight: Credit Unions Adopting
Open Banking Payments – 2024

 6 PwC Global Consumer Insights
Survey – 2021

 Our Competitive Strengths

 We believe our adaptable technology and product offerings
differentiate us from our competitors. Our products and solutions help to eliminate much of our sector's reliance on legacy payment
rails and financial systems. The design and delivery are not being restricted by antiquated foundational technology. Management believes
the applicability and frictionless nature of our products will offer an immediate impact on the digital financial services industry. Further,
the solutions we intend to deliver to our clients will be driven off user-centered design principles to providing seamless, best-in-class
experiences to the end-user.

 Digital transformation is complex for most companies
sighting such concerns around shifting company culture, legacy systems, rigidity of platforms and processes, and inefficiencies in skill
sets and knowledge. Additionally, even when these companies see the value in digital transformation, often these companies face an inability
to properly shift resources to new technology while maintaining customers on existing platforms. Non-discretionary spend required to "keep
the lights on" outweighs leadership's ability to invest in future technology, which results in vulnerabilities and competitive
threats.

 Our financial services platform was built to empower
our clients with an extensible, adaptable framework capable of dynamically solving challenges found across the financial services industry.
Further, this ability will allow us to drive deeply and expediently into specific market segments to solve problems that we find to be
a continued burden on our client's and their customer base. Based on market, client and end-user research and discovery, it is expected
that these unique solutions produced for client's will be highly leverageable across these segments to deliver experiences at scale
while producing rapid revenue and profitability.

 As we increase our client base and deployment of solutions
to meet our client's specifications, we'll continue to grow these "off-the-shelf" experiences that will ultimately
lower our development costs while increasing speed to market. In addition, we are positioned to utilize this model to grow industry partnerships
and app marketplace plugins thus further leveraging our capabilities and market reach.

 Founded on a modern core platform backed by an intelligent
financial technology framework, our ability to rapidly deploy solutions and experiences that are otherwise cumbersome, expensive and often
fall short of expectations will prove successful. Our position is to penetrate deep into certain segments to build a model that will directly
drive growth. Gaining robust insights in these segments while delivering best-in-class experiences will also produce future opportunities
to expand our off-the-shelf solutions to other verticals or sub-verticals that are challenged with solving similar problems.

 While our core foundational platform will continue
to adapt and grow based on new innovations, we are launching into the market an extremely robust and innovative set of secure digital
banking and payments features and functionality. This will allow us to quickly deliver the future of digital finance to meet the demands
of the markets we intend to serve without the deployment burdens encumbering the market today.

 Additionally, the patent protection for some of our
products is uncommon within the Fintech industry. This protection prevents competitors from replicating our products to carve away at
our anticipated market share. Therefore, backing our text payment and lead generation products with patents strengthens the viability
of such products by limiting direct competition and strengthening strategic partnerships. It is expected that we will also expand our
patent portfolio through new innovations and acquisitions.

 Our Growth Strategy

 We intend to grow by leveraging our existing IP, continually
developing products and solutions, establishing strategic partnerships and seeking selective acquisitions that uniquely complement our
core business to meet growing market demand. From traditional merchant accounts to customizable inbound and outbound payment solutions,
we intend to modernize and enhance the payment processing and digital banking capabilities for businesses throughout the world. Our business
objective is to generate revenue based on licensing and subscription fees, transactional processing fees, product line growth, and continual
advancement of our IP portfolio.

 Our target market is forward-thinking financial institutions,
technology companies, and Small to Medium Enterprises ("SME") seeking to broaden their distribution through the addition of
digital omnichannel payments and digital banking technologies. We will serve these markets by reducing integration complexity and streamlining
their integrated financial services capabilities.

 SMEs generally lack the resources of large enterprises
to invest heavily in technology. As a result, they are more dependent on service providers, like AppTech, to handle critical functions
including payment acceptance and other support services and are likely to be early adopters of new services that will further increase
their efficiency and drive growth. Additionally, we are targeting financial institutions looking to maintain their ability to compete
by digitizing their financial services offerings to meet market demand. By enhancing their customer's user experience through the
development of innovative and user centric multi-channel digital financial products, they will be able to maintain customer loyalty.

 We intend to support a multi-method distribution model
to achieve our vision. By providing delivery flexibility, we can rapidly engage and develop the right go-to-market strategies. As previously
mentioned, not only are off-the-shelf solutions available, but we also offer embedded experiences that can be deployed using a growing
portfolio of Open and Private APIs for developers to build unique experiences based on business cases and requirements.

 Further, by offering clients a full array of marketing
technology services, omnichannel payments and digital banking technologies, we will enable them to better interact with their customers
and provide additional, dynamic means of processing both inbound and outbound financial transactions.

 Businesses' financial technology needs are increasingly
complex. As electronic and mobile commerce continues to grow, businesses have no alternative but to use technology to better meet customer's
expectations. We believe that delivering innovative, adaptive, scalable, and operationally efficient products that meet their financial
services needs will result in rapid market penetration for our anticipated product launches.

 While leveraging new technology is vital to our growth
plan, it is equally important that the technology is relevant and seamlessly fits into and benefits our end-user's daily lives.
Consumers are sometimes reluctant to alter their typical routines, especially when it relates to financial services. The launch of our
payment system and broader digital banking solutions will meet both needs. We will offer financial technologies that do not rely on legacy
rails, thus increasing the opportunity to improve the end-user's digital experiences. Once properly developed and rolled out, we
anticipate rapid adoption.

 We seek to grow our business by pursuing the following
strategies:

 Increasing our customer base by offering unique and compelling, patent protected technology solutions;

 Driving growth in our merchant services business through new and flexible technologies that will enable our customers to adapt to a rapidly changing marketplace;

 Rolling-out our API-driven, account-based, issuer processing solution for card, digital token, and payment transfer transactions that will enable us to target multi-currency and multi-channel digital banking and embedded B2B payment opportunities;

 Providing advanced technology to our clients to engage end-users via lead generation and text marketing services to enable businesses to better communicate with their customers and integrate our full suite of products;

 Maintaining technological leadership by continuing to innovate and improve our scalable, extensible, cloud-based technology;

 Pursuing strategic acquisitions, investments, or partnerships to complement and bolster our suite of Fintech products;

 Creating cross-selling synergies through white-labeling or SaaS distribution enabling us to provide a holistic suite of products and services to financial institutions, technology companies, and SMEs;

 Our market growth strategies will focus on the following
elements: (1) new product development and delivery (2) market penetration (3) market expansion (4) IP, strategic acquisitions, and partnerships.

 It is imperative that upon entrance into the market
with the new platform, we focus on delivering an enhanced experience to our existing digital client base. As we roll this out, we will
also continue discussions with our current and continually evolving pipeline of prospects to understand these opportunities and the value
that we can bring to solve their needs. This strategy also provides growth opportunities with these clients, increases customer satisfaction
and potential referrals, and produces valuable feedback into our product prioritization and roadmap.

 Maintaining focus to deliver our technology to selective
target market segments also allows us to deliver a deeper, more targeted set of solutions and experiences. In turn this will grow our
knowledge within these select segments that will translate into further innovation and market penetration.

 This continual development process will contribute
to our overall strategy of delivering new, innovative technologies and solutions. It is expected that bringing these to market will expand
opportunities in complimentary and new market segments. Given the Platform's flexibility and a la carte capabilities, adapting these
solutions and delivering new experiences is a core tenant to growth.

 In addition, core to our values and strategy is the
opportunity for growth through intellectual property. This is inclusive of the existing patent portfolio while also coupled with future
innovation. It is also important to continually evaluate new technologies, market entrants and complimentary solutions to ensure continued
growth. We expect that this will include strategic acquisitions of complimentary offerings and portfolio customers, while also focusing
on strategic partnerships where we find synergy in our vision.

 With years of Fintech experience and a deep understanding
of the industry, management believes we can leverage this expertise, industry contacts and past clients to accelerate market penetration.
Engaging individuals with the ability to integrate our products may prove invaluable. Further, through our channel partnerships, we have
an expansive network of potential clients that continue to show interest in our strategy and opportunity to embed our financial technologies
into their solutions.

 Management believes there are substantial opportunities
in emerging and developing markets for our anticipated products. Our payment systems and digital banking solutions offer innovative avenues
to unbanked and under banked communities to transact and provide remittances. Further, since internet connectivity is not required for
our text payment solution, individuals with limited internet access will still be able to transact. These two factors could open our products
to markets with immense growth potential.

 Our Products and Services

 We offer Fintech solutions that empowers financial
institutions and enterprise brands to deliver "best-of-breed" B2B (Business to Business) and B2C (Business to Consumer) experiences
through our revolutionary all-in-one platform and deployment model. Our modular platform will seamlessly integrate with legacy and cloud
platforms to power a multitude of commerce experiences, including digital payments, financial wellness and more.

 Merchant Services

 Our core historical business is merchant transaction
services. We create revenue by processing payments for credit and debit cards via point of sale ("POS") equipment, eCommerce
gateways, periodic ACH payments and gift & loyalty programs. We currently support over 150 merchants representing dozens of market
verticals in managing their financial transactions.

 Each merchant has unique needs for payment processing.
As a result, we have a variety of processing partners to meet each merchant's requirements. In addition to these needs, we take
into consideration certain aspects of each business in choosing the optimal processing partner including risk, volume, customer service,
integration capabilities, product features and profitability.

 Digital Financial Technology Platform consisting
of Omnichannel Payments and Digital Banking

 To power commerce experiences, our digital financial
technology platform incorporates two distinct product pillars: (1) omnichannel digital payments featuring patented payment technology
and (2) digital banking capabilities. The omnichannel payments pillar will consist of several stand-alone solutions, including hosted
ecommerce checkout, a flexible payment gateway, patented payment technology, alternative payment methods ("APMs"), as well
as mobile and contactless payments. The FinZeo Platform's digital banking pillar will supply financial institutions with technology
to give their customers – businesses, professionals, and individuals the ability to better manage their finances anywhere, anytime
and at a fraction of the cost of traditional banking and financial services.

 Developing and deploying customized commerce experiences
runs atop the Platform stack. This will include 1) open and private payment and digital banking APIs, 2) select third-party APIs centered
on personalization and automation, 3) white labeling 4) online collaboration and development tools, and 5) optional professional services
engagement and support.

 Similar to experience-focused offerings, our FinZeo
Platform powers immersive content, conversion, marketing automation, payment, and value transfer capabilities for nearly every online
and offline shopping, banking, and financial services scenario. Additionally, our Platform experiences can be taken off-the-shelf or tapped
into via modern APIs to build and embed fully branded and customizable experiences.

 In many cases, our products and services are both
available off-the-shelf or through embedded commerce experiences. For example, our patented payment capabilities can be licensed off-the-shelf,
so our clients can take advantage of quick market entry while doing this without any lifting or technical requirements. Alternatively,
payment capabilities and feature sets are available via our open APIs so businesses can embed and customize the experience, i.e. alter
the onboarding experience and subscription triggers.

 Our white-label, digital banking technology platform
with payment capabilities will equip financial institutions ("Fis"), technology providers and brands with a digital "bank-in-a-box"
– also referred to as our Banking-as-a-Service (BaaS) product. Furthermore, our Platform will enable multi-channel, pure digital
financial services products unlike many other providers in the world. It incorporates a "plug-and-play" capability to facilitate
deep integration with payment gateways, POS merchant services, alternative payment mechanisms, open-banking, ERP ("Enterprise Resource
Planning"), Customer Relationship Management ("CRM") and web and mobile user interfaces to form an end-to-end, embedded,
payment acceptance and digital banking solution that drives innovative and disruptive digital distribution products. Anticipated products
include:

 Neo-Banking for consumers and SMEs;

 Embedded B2B and consumer virtual payments ("VCNs");

 P2P money transfer;

 Payroll, expenses, management and B2C and government to consumer ("G2C") disbursements;

 Treasury management;

 Any other product that requires a prepaid or credit balance to be held and transacted upon.

 Other attributes to our FinZeo Platform will include:

 Patented Technology including a Text-to-Pay patent that enables B2B, B2C and P2P payments via SMS, mobile push, email and other forms of embedded links. Combined with four mobile-to-computer messaging and lead generation patents, we can enable financial institutions, technology companies and businesses to unlock innovative customer experiences.

 Personalization and User Experience are also at the core of our Platform. Through marketing automation capabilities, our Platform will provide an industry first online-to-offline customer attribution capability. Licensees of our Platform will be able to link their customer's online behavior to their buying preferences in real-time in order to personalize the selling and buying experience, streamline checkout and improve conversion rates.

 Automation is delivered through our APIs to unlock automated financial transactions and customer experiences. For example, our Platform can be simply configured to create many types of automated customer benefits and incentives including instant cashback or added-value promotions. Further, our Platform will be easily leverageable to create similar money saving experiences like round ups, i.e., rounding to the nearest dollar and depositing the difference between the purchase price and round-up into a digital bank account.

 Integration and Embedded Payments are central functions of our Platform. As such, we offer developers and enterprises an open platform with flexible rest APIs to build new payment and financial transaction features in SaaS and cloud apps or create compelling new digital financial services user experiences from scratch.

 Our Platform continues to be developed including integration,
testing and proper technical certifications before market readiness and client delivery. We expect that our Platform will continue to
evolve as discussed to continually provide ongoing improvements, new features and functions and improved opportunities to deliver best
in class experiences to the markets we serve.

 Employees

 As of the date of this annual report, we have nine
full-time employees. In addition to our employees, we utilize various consultants and contractors for other services on an as-needed basis.

 Item 1A. Risk Factors

 As a smaller reporting company, as defined in Rule
12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

 Item 1B. Unresolved Staff Comments

 Not applicable.

 Item 1C.
Cybersecurity

 Risk Management and Strategy

 We recognize the importance of cybersecurity in protecting
our operations, customer information, and proprietary data. We are committed to implementing robust security measures to mitigate the
risk of cyber incidents that could potentially disrupt our business operations or compromise the integrity of our data.

 Engage Third-parties on Risk Management

 Due to the difficulties and evolving nature of cybersecurity
threats, AppTech engages with external experts, including cybersecurity consultants and auditors to evaluate and test its risk management
systems. These relationships allow us to utilize specialized knowledge and insights, ensuring our strategies and processes remain in-line
with current best practices. These third-parties provide the Company with regular audits, threat assessments, and consultations on security
enhancements. Also, during onboarding and periodically thereafter, we conduct trainings for the Company's employees, contractors,
and temporary workers about cybersecurity risks, including sending test phishing emails for training purposes to all users of the Company's
email system.

 Our cybersecurity strategy encompasses a comprehensive
suite of measures designed to protect our systems and data from unauthorized access, use, alteration, or destruction. These measures include,
but are not limited to:

 •
 Implementation of advanced cybersecurity technologies, including firewalls, intrusion
 detection systems, and encryption protocols, to safeguard our network and data.

 •
 Regular security assessments and penetration testing conducted by external experts to
 identify and remediate potential vulnerabilities.

 •
 Establishing and maintaining incident response and recovery plans to ensure timely and
 effective responses to any cybersecurity incidents.

 Oversee Third-party Risk

 To manage the risks associated with third-party service
providers, AppTech conducts weekly calls with its providers to monitor compliance on an ongoing basis. Issues that arise are addressed
immediately with mitigating measures added to avoid future problems.

 Risks from Cybersecurity Threats

 Like other companies in our industry, we face several
cybersecurity risks in connection with our business. Although such risks have not materially affected us or are reasonably likely to materially
affect us, including our business strategy, results of operations, or financial condition, to date, we have, from time to time, experienced
threats to and security incidents related to our data and systems, including denial of service and phishing attacks.

 Risk Management Personnel

 Primary responsibility for assessing, monitoring and
managing our cybersecurity risks rests with our third-party provider, the Company's Director of Information Technology and Director of
Software Engineering (referred to as "IT"). Their knowledge, experience and relationship with our third-party vendor are instrumental
in developing and executing our cybersecurity strategies.

 Risk Management Reporting

 The
 IT Team provides updates to upper Management on a routine basis
or as potentially critical risks from cybersecurity threats or incidents arise. In addition, the audit committee is notified of any material
cybersecurity concerns that may impact internal controls, data storage, or the integrity of our financial reporting.

 Risk Management

 Despite our diligent efforts to secure our systems and data, we acknowledge
that no cybersecurity measures can completely eliminate the risk of cyber incidents. The evolving nature of cyber threats means that we
must continually adapt our cybersecurity strategies to address new and emerging risks.

 In recognition of these risks, we have implemented a comprehensive risk
management framework that includes:

 • Continuous monitoring of our networks and systems for signs of unauthorized
activity.

 • Regular updates to our cybersecurity measures to address new vulnerabilities
and threats.

 • Collaboration with industry partners and government agencies to share information
on threats and best practices for cybersecurity.

 • Maintaining cyber insurance to mitigate the financial impact of potential
cybersecurity incidents.

 Potential Impact of Cybersecurity Incidents

 We recognize that a significant cybersecurity incident could have material
adverse effects on our business, including operational disruptions, financial losses, legal liabilities, and damage to our reputation.
Such incidents could also result in the loss of proprietary information or the exposure of sensitive customer data, leading to further
financial and reputational harm.

 In conclusion, while AppTech Payment Corp is committed to employing comprehensive
cybersecurity measures to protect against cyber threats, there are inherent risks associated with cybersecurity that could impact our
business. We continue to monitor our cybersecurity landscape actively and adapt our defenses to mitigate these risks as much as possible.

 Item 2. Properties

 Corporate headquarters is located at 5876 Owens Avenue,
Suite 100, Carlsbad, CA 92008, consisting of approximately 3,000 square feet of leased office space. As of December 31, 2024, the Company
also leases office space in Austin, Texas. The Company does not own any real property.

 Item 3. Legal Proceedings

 NCR
Litigation

 On
November 30, 2022, AppTech filed a complaint against NCR Payment Solutions, LLC in the United States District Court for the Southern District
of California alleging Breach of Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, Specific Performance and Accounting.
On March 11, 2024, both parties agreed to dismiss the lawsuit. There was no impact to the Company's financial statements.

 Infinios Financial Services
Litigation

 On October 1, 2020, the Company entered into
a strategic partnership with NEC PAYMENTS B.S.C., which subsequently became Infinios Financial Services B.S.C. ("Infinios").

 On May 4, 2023, the Company notified Infinios
of its intent to terminate its relationship and commenced a good-faith negotiation with Infinios.

 In October 2023, the Company and Infinios
entered arbitration.

 As of December 31, 2024, the parties settled
the lawsuit under a confidential Settlement Confirmation letter whereby the terms of the Settlement Agreement and Mutual Release were
fulfilled. Under the settlement, no payments were exchanged between the parties, and both the anti-dilution liability and the payable
owed to Infinios of $72 thousand and $249 thousand, respectively, were fully extinguished. The matter is closed.

 Litigation with Former Employees

 On May 3, 2024, the Company was sued by three former employees over
severance payments. On February 14, 2025, the Company filed a cross complaint against the Plaintiffs for breach of fiduciary duty and
breach of contract. In March 2025, the Company settled its lawsuit for $172 thousand. The settlement amount was accrued for at December
31, 2024.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Our common stock has been registered with the SEC
since 1999. We successfully uplisted to NASDAQ on January 7, 2022 under the symbol "APCX". Our warrants are listed under the
symbol "APCXW". The Company joined the Russell Microcap Index at the conclusion of the 2023 Russell Indexes annual reconstitution,
effective after the US market opened on June 26, 2023.

 Stockholder Data

 As of March 31, 2025, 33,283,329 shares of our
common stock were outstanding and held of record by 5,611 stockholders, and 14 shares of preferred stock held by 11 shareholders were
outstanding.

 Dividends

 We have not declared or paid any cash dividends on
our common stock since our inception.

 Equity Compensation Plan

 For information regarding securities authorized under
the equity compensation plan, see Item 12.

 Recent Sales of Unregistered Securities

 In 2024, we did not sell any shares of stock that
were not registered under the Securities Act of 1933, as amended, other than those sales previously reported in a Current Report on Form
8-K.

 Item 6. RESERVED

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 The following discussion and analysis of our financial
condition and results of operations should be read together with the audited consolidated financial statements and related notes included
elsewhere in this report. Certain statements contained in this report, including statements regarding the anticipated development and
expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of our
company and the products and services we expect to offer and other statements contained herein regarding matters that are not historical
facts, are "forward-looking" statements. Our Management's Discussion and Analysis contains not only statements that
are historical facts, but also forward-looking statements which involve risks, uncertainties, and assumptions. Because forward-looking
statements are inherently subject to risks and uncertainties, our actual results may differ materially from the results discussed in the
forward-looking statements.

 Business Overview

 The financial services industry is going through a
period of intensive growth driven by the advancement of technology and the rapid rise of contactless transactions due to societal changes.
End-users expect ease of use and an enhanced user experience in all their daily financial interactions. In this rapidly evolving digital
marketplace, businesses have broad and frequently changing requirements to meet consumer expectations and operational efficiencies to
maintain their competitive edge.

 To flourish in this environment, businesses need to
adopt new technologies to engage, communicate and process payments and manage payouts with their customers from a supplier that widely
supports innovation and adaptation as the industry evolves. We believe our technologies will greatly increase the adoption of omni-channel
payments and digital banking solutions in sectors that must quickly adapt and migrate to new, secure digital Fintech technologies. By
embracing advancements in the payment and banking industries, we are well-positioned to meet the growing needs of existing and prospective
clients and intend for our current and future products to be at the forefront of solving these accelerated market needs.

 AppTech's all-in-one Fintech platform, FinZeo,
delivers best-in-class financial technologies and capabilities through an ever-evolving modular cloud/edge-based architecture. The FinZeo
platform houses a large array of financial products and services that can be implemented off-the-shelf or customized via modern APIs.
Within its FinZeo platform, AppTech offers Payments-as-a-Service ("PaaS"), and Banking-as-a-Service ("BaaS").

 FinZeo provides PaaS via integrated solutions for
frictionless digital and mobile payment acceptance. These solutions provide advanced payment processing solutions by catering to the unique
needs of each merchant. FinZeo's PaaS solutions include ACH (automatic clearing house), credit & debit cards, eCheck, mobile
processing, electronic billing, and text-to-pay. PaaS will also solve for multi-use case, multi-channel, API-driven, account-based issuer
processing for card, digital tokens, and payment transfer transactions.

 AppTech is positioned to further accelerate digital
transformation through BaaS, layered with financial management tools that empower financial institutions to provide businesses, professionals,
and individuals with the ability to better manage their finances anywhere, anytime at a fraction of the cost of traditional banking and
financial services. BaaS fosters an ecosystem of immersive and scalable digital financial management services, including FinZeo's groundbreaking
automated underwriting portal. By digitizing the underwriting process, Automated Underwriting expedites business onboarding with its intuitive
digital application and e-signature capabilities. This portal offers customizable pricing, risk models, and access to multiple processors,
ensuring tailored solutions for diverse needs.

 The FinZeo Portal for Independent Sales Organizations
(ISOs) and Independent Software Vendors (ISVs) to seamlessly integrate their businesses, facilitating swift technology adoption. By leveraging
the FinZeo portal, ISOs/ISVs can streamline operations and foster growth, meeting the economic demands of their merchants. Through personalized
portals, ISOs/ISVs have the flexibility to select and integrate FinZeo payments and banking services, thereby enhancing their offerings
to clients.

 FinZeo has a flexible architecture and can be fully
white labeled to allow for rich, personalized payment and banking experiences. This cloud-based platform packages together elements of
AppTech's intellectual property, BaaS, and PaaS to create a one-hub connection point of multi-tenant portals giving the merchant,
ISO/ISV, and each customer a well-defined user experience.

 Financial Operations Overview

 The following discussion sets forth certain components
of our statements of operations as well as factors that impact those items (in thousands, except per share data).

 Revenues

 Our Revenues. We derive our revenue by providing
financial services to businesses.

 Licensing Revenue

 The Company is actively pursuing strategic partnership
agreements that license our technology for a fee. The licensing fee is deferred and recognized over the term of the service period or
contract.

 Merchant Processing Services

 The Company provides merchant processing solutions
for credit card and ACH transactions. We act as an intermediary between merchants, who initiate transactions and banks that process them.
We collect either a flat fee, a fee for each transaction, and or a fee calculated as a percentage of its value, from both credit cards
and ACHs. Revenue is recognized when transactions are processed by banks or at month-end based on the processing activity. Payments to
channel partners are deducted from revenue.

 Accrued Residuals

 The Company pays commissions to independent agents
who refer merchant accounts. The amounts payable to these independent agents is based upon a percentage of the amounts processed by these
merchant accounts.

 Expenses

 Cost of Revenue. Includes costs directly attributable
to processing and other services the Company provides. These also include related costs such as residual payments to our business development
partners, which are based on a percentage of the net revenue generated from client referrals.

 General and administrative. Include salaries,
professional services, software costs, regulatory expenses, stock-based compensation, rent and utilities, and other operating costs.

 Research and development. Includes the internal
and outsourced services costs incurred to maintain and further develop the FinZeo platform, and the development of additional technology
needed to pursue new product offerings.

 Other income (expenses). Consists of interest
on outstanding indebtedness, the change in value of derivative liabilities, and the gain/loss on debt extinguishment.

 Results of Operations

 This section includes a summary of our historical
results of operations, followed by detailed comparisons of our results for the years ended December 31, 2024 and 2023, respectively.
We have derived this data from our annual consolidated financial statements included elsewhere in this report.

 The following table presents our historical results
of operations for the periods indicated:

 Years ended December 31

 Change

 ($ in thousands)

 2024

 2023

 Amount

 %

 Revenue

 $

 $

 $
 (228
)

 (45%
)

 Cost of revenue

 (135
)

 (72%
)

 Gross profit

 (93
)

 (29%
)

 Operating expenses

 General and administrative

 7,794

 9,873

 (2,079)

 (21%
)

 Research and development

 1,977

 3,498

 (1,521
)

 (43%
)

 Impairment of Intangible assets

 –

 6,131

 (6,131
)

 (100%
)

 Total operating expenses

 9,771

 19,502

 (9,731
)

 (50%
)

 Loss from operations

 (9,547
)

 (19,185
)

 9,63 8

 (50%
)

 Other income (expenses)

 Interest expense, net

 (646
)

 (52
)

 (594
)

 NM

 Change in fair value of derivative liability

 –

 (27
)

 (100%
)

 Other income

 1,260

 81%

 Total other income

 (59
)

 9%

 Loss before income taxes

 (8,933
)

 (18,512
)

 9,579

 52%

 Provision for income taxes

 –

 –

 –

 –

 $
 (8,933
)

 $
 (18,512
)

 $
 9,579

 52%

 Revenue

 Revenue was approximately $276 thousand for the year
ended December 31, 2024, compared to $504 thousand for the year ended December 31, 2023, representing a decrease of 45%. The
decrease was principally driven by the cancellation of a licensing arrangement and a reduction in legacy processing revenue.

 Cost of Revenue

 Cost of revenue was approximately $52 thousand for
the year ended December 31, 2024, compared to $187 thousand for the year ended December 31, 2023, representing a decrease of
72%. The decrease was principally driven by lower transaction volume.

 General and Administrative Expenses

 General
and administrative expenses decreased 21% to approximately $7,794
thousand for the year ended December 31, 2024, from $9,873 thousand in 2023. The reduction was mainly due to lower salaries following
the Company's restructuring plan and a $1,240 thousand
decrease in stock-based compensation for 2024.

 Research and Development Expenses

 Research and development expenses were
approximately $1,977 thousand for the year ended December 31, 2024, compared to $3,498 thousand for the year ended December 31,
2023, representing a decrease of 43%. The decrease was primarily due to less stock-based compensation and the capitalization of
specific software development costs.

 Other Income (Expenses)

 Interest Expense, net

 Interest
expense, net was approximately $646 thousand and $52 thousand for the years ended December 31, 2024 and December 31, 2023, respectively,
representing an increase of $594 thousand. The increase was primarily due to the amortization of the debt discount.

 Change in Fair Value of Derivative Liability

 Change in fair value of derivative liability was approximately
$0 for the year ended December 31, 2024, compared to $27 thousand for the year ended December 31, 2023, representing a decrease
of 100%. The decrease was primarily due to the Company's settlement of the notes and warrants that contained the embedded derivative liabilities
in April 2023.

 Other income (expenses)

 Other income was approximately $1,260 thousand for
the year ended December 31, 2024, compared to approximately $698 thousand for the year ended December 31, 2023, representing
an increase of $562 thousand or 81%. The increase was primarily driven by a $1,245 thousand gain from extinguishment of debt related to
2024, less the $430 thousand gain from the cancellation of stock repurchase liabilities and gain of $250 thousand from extinguishment
of debt related to 2023.

 Liquidity and Capital Resources

 The Company routinely evaluates its immediate working
capital needs and liquidity sources. For the years ended December 31, 2024 and 2023, the Company maintained its liquidity sources primarily
through cash and cash equivalents, and proceeds received from various registered offerings such as public registered offerings and "at-the-market"
offerings (ATM). Additionally, we used equity and equity-linked instruments to pay for services and compensation.

 Cash and cash equivalents at December 31, 2024 and
2023 were $868 thousand and $1,281 thousand, respectively.

 During the year ended December 31, 2024, we met
our immediate cash requirements through existing cash balances, public offerings, "at-the-market" offerings (ATM), a debt
financing, and a $2,500 thousand direct investment.

 See Note 9 – Stockholders' Equity.

 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.

 Management is actively pursuing additional funding
options and is confident that its revenue streams will begin generating revenue in the following twelve months from the issuance date
of these financial statements.

 Management intends to maintain adequate working
capital and adhere to prudent financial forecasting. In December 2024, Management began implementing comprehensive expense reduction strategies
across the Company's operations to enhance financial stability.

 Cash Flows

 The following table presents a summary of cash flows
from operating, investing and financing activities ($ in thousands):

 2024

 2023

 Net cash used in operating activities

 $
 (7,457
)

 $
 (8,859
)

 Net cash used in investing activities

 $
 (1,159
)

 $
 (500
)

 Net cash provided by financing activities

 $
 8,203

 $
 7,178

 Cash Flow from Operating Activities

 Net cash used in operating activities during the
year ended December 31, 2024 was approximately $7,457 thousand, which is comprised of (i) our net loss of $8,933
thousand, adjusted for non-cash expenses totaling $2,175 thousand (which includes
adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities
of approximately $699 thousand.

 Net cash used in operating activities during the year
ended December 31, 2023, was approximately $8,859 thousand, which is comprised of (i) our net loss of $18,512
thousand, adjusted for non-cash expenses totaling $10,306 thousand (which includes
adjustments for equity-based compensation, depreciation and amortization), and (ii) is decreased by changes in operating assets and liabilities
of approximately $653 thousand.

 Cash Flow from Investing Activities

 Net cash used by investing activities during the
year ended December 31, 2024 was approximately $1,159 thousand. This expenditure was primarily attributable to capitalized software
costs.

 Net cash used by investing activities during the year
ended December 31, 2023 was approximately $500 thousand. This expenditure was primarily attributable to an initial payment of $500
thousand related to the acquisition of FinZeo.

 Cash Flow from Financing Activities

 Net cash provided by financing activities during
the year ended December 31, 2024 was approximately $8,203 thousand, driven by net proceeds received of $6,288 thousand
through the issuance of common shares and warrants in our public offerings, $1,010 thousand proceeds received from exercise of warrants,
and $910 thousand net proceeds received from convertible notes payable.

 Net cash provided by financing activities during
the year ended December 31, 2023 was approximately $7,178 thousand, driven by net proceeds received of $8,933 thousand through the
issuance of common shares and warrants in our public offerings, $33 thousand proceeds received from exercise of stock options
partially offset by repayment of loan and note payables of $1,788 thousand.

 Critical Accounting Policies and Estimates

 Our discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The
preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. Significant estimates include those related to the valuation of goodwill impairment and intangible
assets. These estimates are based on historical experience and assumptions believed to be reasonable under current conditions. It's important
to note that actual results could differ from these estimates.

 Critical accounting policies are those that we consider
the most critical to understanding our financial condition and results of operations. The accounting policies we believe to be most critical
to understanding our financial condition and results of operations are discussed below. As of December 31, 2024, there have been
no significant changes to our critical accounting estimates nor to our recently issued accounting pronouncements, except as described
in Note 2 to our consolidated financial statements.

 Business Combination

 Recognition and Measurement: Companies must
recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at their fair value on the acquisition
date.

 Goodwill: Arises when the consideration transferred
in a business combination exceeds the fair value of the net identifiable assets acquired. It represents future economic benefits arising
from assets that are not individually identified and separately recognized.

 Intangible Assets: Identifiable intangible
assets, distinguishable either by separability from the acquired entity or through contractual or other legal rights, are valued and reported
independently from goodwill. These assets include, but are not limited to, trademarks, customer relationships, proprietary technology,
and patents. The fair value of these intangible assets is determined at the time of acquisition and is subject to subsequent impairment
tests.

 The fair value of identifiable intangible assets is
estimated using income, market, or cost approach methods. The income approach, often applied through the discounted cash flow (DCF) method,
involves projecting future cash flows attributable to the asset and discounting them to present value using a discount rate that reflects
the risk associated with those cash flows. The estimation of fair value is inherently uncertain due to the assumptions and judgments involved
in projecting future cash flows, determining appropriate discount rates, and estimating the useful life of each asset.

 Over the reporting period, changes in market conditions,
technological advancements, or strategic shifts in the business may necessitate revisions to the assumptions used in the valuation of
identifiable intangible assets. Management closely monitors these factors and will adjust the valuation of intangible assets as appropriate,
reflecting the impact of any such changes in our financial statements.

 Contingent Consideration: Any contingent consideration,
such as earn-outs, is measured at fair value at the acquisition date and can be adjusted in subsequent periods if the fair value changes.

 Goodwill Impairment

 Goodwill Impairment Testing: The process requires
an annual test for impairment of goodwill, and more frequent testing if certain indicators suggest that the goodwill might be impaired.
This assessment involves comparing the carrying amount of a reporting unit, including goodwill, to its fair value. Key estimates in determining
fair value include: a) Cash Flow Projections: Utilizing the DCF method, management estimates future cash flows based on current performance,
business plans, and expected market growth, introducing judgment due to forecasting uncertainties. b) Discount Rate: The discount rate,
reflecting the WACC and adjusted for unit-specific risks, is crucial for present value calculations, with changes significantly affecting
fair value estimations; c) Long-term Growth Rates: Assumptions on sustainable growth rates impact the terminal value in the DCF model,
thus influencing the overall fair value of the reporting unit.

 Impairment Loss Calculation: The impairment
loss, representing the excess of the carrying amount of goodwill over its implied fair value, is highly sensitive to the estimates and
assumptions used in the fair value calculation. Small changes in cash flow projections, discount rates, or long-term growth rates can
result in significant adjustments to the impairment loss recognized in the income statement. Given the dynamic nature of business conditions,
technological advancements, and market competition, estimates used in goodwill impairment testing may change from one period to another.
Management is tasked with regularly reviewing and updating these estimates to reflect the latest available information and market conditions.

 Once an impairment loss is recognized, it is not reversible
in subsequent periods. This finality places additional importance on the accuracy and reasonableness of the underlying estimates and assumptions.

 Management concluded that the fair value of the goodwill
recorded as part of the FinZeo acquisition significantly exceeds its carrying amount, and there is no significant risk of goodwill impairment
based on current assumptions and market conditions.

 Impairment of Long-Lived Assets

 Our company evaluates long-lived assets, including
capitalized software, for impairment when there are indicators that the carrying amount may not be recoverable. This process involves
comparing the carrying amount to the expected future undiscounted cash flows from the asset. If the carrying amount exceeds the expected
cash flows, an impairment charge is recognized to reduce the asset's carrying amount to its fair value.

 Indicators of impairment include significant underperformance
against projections, market or economic downturns, and technological obsolescence. The fair value is determined using market data or discounted
cash flow models. An impairment loss is recorded as an expense immediately.

 Smaller Reporting Company

 As a smaller reporting company, as defined in Item(f)(1)
of Regulation S-K, we may choose to prepare our disclosures relying on scaled disclosure requirements for smaller reporting companies
in Regulation S-K and in Article 8 of Regulation S-X.

 The scaled disclosure requirements for smaller reporting
companies permit us (i) to include less extensive narrative disclosure than required of other reporting companies, particularly in the
description of executive compensation and (ii) to provide audited consolidated financial statements for two fiscal years, in contrast
to other reporting companies, which must provide audited consolidated financial statements for three years.

 We may lose our status as a smaller reporting company
on the last day of the fiscal year in which (i) our public float exceeds $250 million or (ii) if we have more than $100 million in annual
revenues and (a) have no public float or (b) have a public float or more than $700 million.

 Recent Accounting Pronouncements

 As of December 31, 2024, there was no significant
changes to our recently issued accounting pronouncements.

 Off-Balance Sheet Arrangements

 We do not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have
been established to facilitate off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) or other
contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise
if we had engaged in those types of relationships. We enter into guarantees in the ordinary course of business related to the guarantee
of our own performance.

 Equity-based Compensation

 The Company records stock-based compensation in accordance
with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for
stock-based employee compensation at the fair market value on the grant date and recognize the expense over the employee's requisite
service period. The Company recognizes in the statement of operations the grant-date fair market value of stock options and other equity-based
compensation issued to employees and non-employees.

 During the years ended December 31, 2024,
and 2023, 260,000 shares and 460,000 shares of common stock were issued to several consultants and employees in connection with business
development, professional, and employment services with a value of $267 thousand and $906 thousand, respectively.

 Related Parties

 See Item 13 for a full discussion of related parties.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 Because we are allowed to comply with the disclosure
obligations applicable to a "smaller reporting company," as defined by Rule 12b-2 of the Exchange Act, with respect to this
Annual Report on Form 10-K, we are not required to provide the information required by this Item.

 Item 8. Financial Statements and Supplementary
Data

 The
consolidated financial statements and related financial statement schedules required to be filed are indexed on page 24 and are incorporated
herein.

 Item 9. Changes in and Disagreements with Accounts
on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Under the supervision and with the participation of
our management, including the Chief Executive Officer and the Chief Financial Officer, we evaluated the effectiveness of the design and
operation of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Exchange Act) as of the end
of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded
that our disclosure controls and procedures were not effective as of December 31, 2024 due to the material weaknesses in our internal
control over financial reporting as described below.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

 Our
management is also responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for us. Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated,
as of December 31, 2024, the effectiveness of our internal control over financial reporting using the framework in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation,
our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

 The management has identified a material weakness
in our internal control over financial reporting, primarily due to insufficient formal financial reporting policies and procedures resulting
in material post-close adjustments.

 Policies and procedures should be implemented to ensure that any significant
events requiring disclosure are identified, accounted for, disclosed and reviewed by the management.

 Changes in Internal Control over Financial Reporting

 There have been no material changes in our internal
controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fourth quarter of 2024
that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 Limitations on the Effectiveness of Controls

 Due to the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because
of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

 Item 9B. Other Information

 For the quarter ended December 31, 2024, there was
no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.

 During
the quarter ended December 31, 2024, no director or officer adopted or terminated any "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.

 Item 10. Directors, Executive Officers and Corporate
Governance

executive officers will be presented under the caption "Executive Officers" in our Proxy Statement for the 2025 Annual Meeting
of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024
(the 2025 Proxy Statement) and is incorporated herein by reference.

compliance with Section 16 of the Exchange Act of 1934, as amended, will be presented under the caption "Security Ownership of Certain
Beneficial Owners and Management - Delinquent Section 16(a) Reports" in our 2025 Proxy Statement and is incorporated herein by reference.

audit committee will be presented under the caption "Corporate Governance - Board Committee - Audit Committee" in our 2025
Proxy Statement and is incorporated herein by reference.

code of ethics will be presented under the caption "Corporate Governance - Code of Business Conduct" in our 2025 Proxy Statement
and is incorporated herein by reference. There is no material change.

insider trading policy will be presented under the caption "Insider Trading Policy" in our 2025 Proxy Statement and is incorporated
herein by reference.

 Item 11. Executive Compensation

 The information required by this item regarding executive
compensation will be presented under the caption "Executive Compensation" in our 2025 Proxy Statement and is incorporated
herein by reference.

 The information required by this item regarding director
compensation will be presented under the caption "Corporate Governance - Director Compensation" in our 2025 Proxy Statement
and is incorporated herein by reference.

compensation committee will be presented under the caption "Corporate Governance - Compensation Committee Interlocks and Insider
Participation" in our 2025 Proxy Statement and is incorporated herein by reference.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The information required by this item regarding security
ownership and certain beneficial owners and management will be presented under the caption "Security Ownership of Certain Beneficial
Owners and Management" in our 2025 Proxy Statement and is incorporated herein by reference.

 Equity Compensation Plan

 The following table provides information, as of
December 31, 2024, with respect to shares of our common stock that may be issued, subject to certain vesting requirements, under
existing or future awards under our 2024 Equity Incentive Plan ("2024 Plan"). The 2024 Plan was approved by our Board of
Directors and ratified by our shareholders at our 2024 Annual Shareholder Meeting.

 A

 B

 C

 Plan Category

 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights

 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))

 Equity compensation plans approved by security holders

 1,841,157

 $
 1.13

 508,167

 Equity compensation plans not approved by security holders

 –

 –

 –

 Total

 1,841,157

 $
 1.13

 508,167

 Item 13. Certain Relationships and Related Transactions,
and Director Independence

 The information required by this item regarding certain
relationships and related persons transactions will be presented under the caption "Certain Relationships and Related Persons Transactions"
in our 2025 Proxy Statement and is incorporated herein by reference.

 The information required by this item regarding director
independence will be presented under the caption "Corporate Governance - Independent Directors" in our 2025 Proxy Statement
and is incorporated herein by reference.

 Item 14. Principal Accountant Fees and Services

 The information required by this item regarding aggregate
fees billed to us by our independent registered public accounting firm's fees will be presented in our 2025 Proxy Statement and
is incorporated herein by reference.

audit committee's pre-approval policies and procedures will be presented in our 2025 Proxy Statement and is incorporated herein
by reference.

 7 The weighted-average exercise price does not take into account
restricted stock units, which do not have an exercise price.

 Item 15. Exhibits and Financial Statements Schedules

 (a) The following
documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

 1.

 Financial Statements. See Index to Financial Statements under Item 8 of this Annual Report on Form 10-K.

 2.

 Financial Statement Schedules. All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the financial statements or related notes.

 3.

 Exhibits. We have filed, or incorporated into this Annual Report on Form 10-K by reference, the exhibits listed on the accompanying Exhibit Index immediately following the financial statements contained in this Annual Report on Form 10-K.

 (b) Exhibits. See
Item 15(a)(3) above.

 (c) Financial Statement
Schedules. See Item 15(a)(2) above.

 Item 16. Form 10-K Summary

 Not applicable.

 APPTECH PAYMENTS CORP. CONSOLIDATED FINANCIAL STATEMENTS

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Pages

 Report of Independent Registered Public Accounting Firm (PCAOB ID 3501)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of AppTech Payments Corp.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance
sheets of AppTech Payments Corp. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of
operations, stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the
"consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows
for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

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

 Basis for Opinion

 These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements
based on our audits. 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 audit to obtain reasonable assurance about whether the consolidated
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 consolidated 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
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matter

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

 /s/ dbbmckennon

 We have served as the Company's auditor since 2014

 San Diego, California

 APPTECH
PAYMENTS CORP.

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets

 Cash and cash equivalents

 $

 $
 1,281

 Accounts receivable

 Prepaid expenses

 Other current assets

 1,350

 –

 Total current assets

 2,420

 1,516

 Note receivable

 –

 Right of use asset

 Security deposit

 Intangible assets, net of accumulated amortization

 3,410

 4,428

 Goodwill

 1,161

 1,161

 Capitalized software development, net of accumulated amortization

 1,823

 1,147

 TOTAL ASSETS

 $
 8,986

 $
 8,353

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable

 $
 1,853

 $
 1,799

 Accrued liabilities

 1,519

 1,958

 Notes payable

 –

 Deferred revenue

 –

 Right of use liability

 Total current liabilities

 3,440

 4,080

 Long-term liabilities

 Right of use liability, net of current portion

 Notes payable, net of current portion

 Total long-term liabilities

 TOTAL LIABILITIES

 3,519

 4,159

 Commitments and contingencies (Note 8)

 –

 –

 Stockholders' equity

 Series A preferred stock; $ 0.001 par value; 100,000 shares authorized; 14 shares issued and outstanding at December 31, 2024 and 2023

 –

 –

 Common stock, $ 0.001 par value; 105,263,158 shares authorized; 33,278,934 and 22,251,742 issued and outstanding at December 31, 2024 and 2023, respectively

 Additional paid-in capital

 174,131

 163,921

 Accumulated deficit

 ( 168,697
)

 ( 159,749
)

 Total stockholders' equity

 5,467

 4,194

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 8,986

 $
 8,353

 See accompanying notes to the consolidated financial
statements

 APPTECH PAYMENTS CORP.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2024

 2023

 Revenues

 $

 $

 Cost of revenues

 Gross profit

 Operating expenses:

 General and administrative, including stock-based compensation of $ 1,254 thousand and $ 2,494 thousand, for the years ended December 31, 2024 and 2023, respectively

 7,794

 9,873

 Impairment of intangible assets

 –

 6,131

 Research and development, including stock-based compensation of $ 138 thousand and
 $ 982 thousand, for the years ended December 31, 2024 and 2023, respectively

 1,977

 3,498

 Total operating expenses

 9,771

 19,502

 Loss from operations

 ( 9,547
)

 ( 19,185
)

 Other income (expenses)

 Interest expense

 ( 646
)

 ( 52
)

 Change in fair value of derivative liability

 –

 Gain (loss) on debt extinguishment

 1,245

 ( 17
)

 Other income (expenses)

 Total other expenses

 Loss before provision for income taxes

)

)

 Provision for income taxes

 –

 –

 $
)

 $
)

 Deemed dividend related to warrant resets

 ( 15
)

 ( 763
)

 Net loss attributable to common stockholders

 $
 ( 8,948
)

 $
 ( 19,275
)

 Basic and diluted net loss per common share

 $
 ( 0.35
)

 $
 ( 1.01
)

 Weighted-average number of shares used basic and diluted per share amounts

 25,305,837

 19,103,000

 See accompanying notes to the consolidated financial
statements.

 APPTECH PAYMENTS CORP.

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 Series A
Preferred

 Common Stock

 Additional Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance December 31, 2022

 $
 –

 16,697,280

 $

 $
 147,881

 $
 ( 140,474
)

 $
 7,424

 –

 –

 –

 –

 –

)

)

 Stock based compensation

 –

 –

 460,000

 –

 3,476

 –

 3,476

 Issuance of shares for settlement

 –

 –

 250,000

 –

 –

 Option exercise

 –

 –

 35,528

 –

 –

 Repricing of warrants

 –

 –

 –

 –

 ( 763
)

 –

 Net proceeds from sale of common shares

 –

 –

 3,808,934

 8,929

 –

 8,933

 Shares issued for debt extinguishment

 –

 –

 1,000,000

 2,439

 –

 2,440

 Balance December 31, 2023

 $
 –

 22,251,742

 $

 $
 163,921

 $
 ( 159,749
)

 $
 4,194

 –

 –

 –

 –

 –

)

)

 Stock based compensation

 –

 –

 260,000

 –

 1,392

 –

 1,392

 Net proceeds from sale of common stock

 –

 –

 6,473,180

 6,281

 –

 6,288

 Offering costs

 –

 –

 –

 –

 ( 68
)

 –

 ( 68
)

 Repricing of warrants

 –

 –

 –

 –

 ( 15
)

 –

 Shares issued for debt conversion

 –

 –

 1,975,606

 1,124

 –

 1,126

 Warrants issued

 –

 –

 –

 –

 –

 Warrants exercised, net

 –

 –

 1,666,667

 1,008

 –

 1,010

 Warrants exercised – Cashless

 –

 –

 521,739

 –

 –

 –

 –

 Shares issued with Notes Payable

 –

 –

 130,000

 –

 –

 Balance December 31, 2024

 $
 –

 33,278,934

 $

 $
 174,131

 $
 ( 168,697
)

 $
 5,467

 See accompanying notes to the consolidated financial
statements.

 APPTECH PAYMENTS CORP.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
)

 $
)

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

 Stock based compensation

 1,392

 3,476

 Expense/loss from shares issued for settlement

 –

 (Gain) loss on debt extinguishment

 ( 1,245
)

 Cancellation of stock repurchase liabilities

 –

 ( 430
)

 Impairment of intangible assets

 –

 6,131

 Gain on settlement of convertible note, warrants and derivative liabilities

 –

 ( 250
)

 Amortization of debt discount

 Amortization of intangible assets and software

 1,423

 Change in fair value of derivative liabilities

 –

 ( 27
)

 Write-off of note receivable

 –

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 12
)

 Prepaid expenses

 Other current assets

 ( 1,350
)

 –

 Accounts payable

 1,150

 Accrued liabilities

 ( 413
)

 ( 1,809
)

 Deferred revenue

 ( 94
)

 Right of use asset and liability, net

 ( 26
)

 ( 11
)

 Net cash used in operating activities

 ( 7,457
)

 ( 8,859
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Capitalized software development

 ( 1,081
)

 –

 Other assets

 ( 78
)

 –

 Acquisition

 –

 ( 500
)

 Net cash used in investing activities

 ( 1,159
)

 ( 500
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Payments on loans payable - related parties

 –

 ( 88
)

 Proceeds from sale of common stock

 6,288

 8,933

 Proceeds from note payable

 –

 Repayment of note payable

 ( 205
)

 ( 1,021
)

 Proceeds from convertible note payable

 –

 Repayment of convertible note payable

 –

 ( 679
)

 Proceeds received from exercise of stock options and warrants

 1,010

 Net cash provided by financing activities

 8,203

 7,178

 Changes in cash and cash equivalents

 ( 413
)

 ( 2,181
)

 Cash and cash equivalents, beginning of year

 1,281

 3,462

 Cash and cash equivalents, end of year

 $

 $
 1,281

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid for interest

 $

 $
 1,233

 Cash paid for income taxes

 $
 –

 $
 –

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Cancellation of stock repurchase liabilities

 $
 –

 $

 Accrual of the acquisition consideration

 $
 –

 $
 1,500

 Goodwill from acquisition

 $
 –

 $
 1,161

 Intangible assets from acquisition

 $
 –

 $
 4,400

 ROU assets and lease liabilities recognized from the new lease

 $

 $
 –

 Shares issued for debt conversion

 $
 1,126

 $
 2,440

 Shares issued for prepaid services

 $

 $
 –

 Shares issued with notes payable

 $

 $
 –

 Warrants issued with convertible notes payable

 $

 $
 –

 See accompanying notes to the consolidated financial
statements.

 APPTECH PAYMENTS CORP.

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 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 are 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, unparalleled 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
Nasdaq Capital Market ("NASDAQ") on January 7, 2022. AppTech trades under the symbol "APCX" and its warrants trade
under the symbol "APCXW".

 In April 2022, the Company acquired HotHand Inc. ("HotHand"),
a patent-holding company. These patents are focused on the delivery, purchase, or request of any products or services within specific
geolocation and time parameters, provided by a consumer's cell phone anywhere in the United States, and protect all mobile phone
advertising, including in a store's mobile application. The Company is actively pursuing licensing revenue associated with these
patents.

 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. Senior
members of the Company sit 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",
"FinZeo"). As consideration for the purchase, the Company agreed to pay the Seller total consideration of $ 2,000 thousand
in cash and assume certain short-term and long-term liabilities of Alliance Partners. The primary reason for the purchase was to acquire
FinZeo's intellectual property, personnel, and software platform.

 The Company closed the Transaction 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 FinZeo.

 Liquidity and 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. 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.

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 Certain prior period amounts have been reclassified
to conform to the current period's presentation.

 Basis of Consolidation

 The consolidated audited financial statements include
the accounts of AppTech Payments Corp., Alliance Partners., LLC, and wholly owned subsidiary. All significant inter-company accounts and
transactions are eliminated in consolidation.

 Use of Estimates

 The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that 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 during the reporting period.

 The
Company makes critical estimates and assumptions in valuing: identifiable intangible assets from the FinZeo acquisition, and the related
goodwill impairment test. Actual results could differ from those estimates.

 Concentration of Credit Risk

 Cash and cash equivalents are maintained at financial
institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance
Corporation ("FDIC") insurance premiums. The Company has never experienced any losses related to these balances.

 The accounts receivable from merchant services are
paid by the financial institutions on a monthly basis. As of December 31, 2024 and 2023, 85 % and 80 % of the accounts receivable balance
was generated from three customers in 2024 and two customers in 2023.

 For the year ended December 31, 2024, three
customers accounted for 34 %,
 22 % and 15 % of our revenues compared to 49 %
and 31 % for the top two customers for the year ended December 31, 2023. The loss of the customers would have a significant
impact on the Company's financials

 Cash and Cash Equivalents

 The Company's cash consists of cash on deposit at
its bank. Cash equivalents, if applicable, represents highly liquid investments with maturities of three months or less at the date of
purchase. Management determines the appropriate classification.

 Accounts Receivable and Allowance for Doubtful
Accounts

 Accounts receivable are recorded net of an allowance
for doubtful accounts, when applicable. The Company regularly monitors receivables for recoverability. Historically, the Company has not
written off any accounts receivable balances and does not maintain an allowance for doubtful accounts.

 Revenue Recognition

 The Company accounts for revenue under Accounting
Standards Codification ("ASC") 606 Revenue from Contracts with Customers, which provides a single comprehensive model for
entities to use in accounting for revenue arising from contracts with customers.

 Licensing Revenue

 The
Company is actively pursuing strategic partnership agreements that license our technology for a fee. The licensing fee is deferred and
recognized over the term of the service period or contract. As of
December 31, 2024 and 2023, the Company recognized $ 94 thousand and $ 156 thousand in licensing revenue, respectively.

 Merchant Processing Services

 The Company provides merchant processing solutions
for credit card and ACH transactions. We act as an intermediary between merchants, who initiate transactions and banks that process them.
We collect either a flat fee, a fee for each transaction, and or a fee calculated as a percentage of its value, from both credit cards
and ACHs. Revenue is recognized when transactions are processed by banks or at month-end based on the processing activity. Payments to
channel partners are deducted from revenue.

 Accrued Residuals

 The Company pays commissions to independent agents
who refer merchant accounts. The amounts payable to these independent agents are based upon a percentage of the amounts processed by these
merchant accounts.

 Business Combination

 ASC 805, Business Combinations ("ASC 805"),
applies the acquisition method of accounting for business combinations to all acquisitions where the acquirer gains a controlling interest,
regardless of whether consideration was exchanged. ASC 805 establishes principles and requirements for how the acquirer: a) recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and c) determines
what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business
combination. Accounting for acquisitions requires the Company to recognize, separately from goodwill, the assets acquired, and the liabilities
assumed at their acquisition-date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred
and the net of the acquisition-date fair values of the assets acquired and the liabilities assumed. While the Company provided its best
estimates and assumptions when accurately valuing assets acquired and liabilities assumed at the acquisition date, the estimates are inherently
uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date,
the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

 Intangible Assets and Intellectual Property

 Intellectual Property

 The Company amortizes intellectual property based
on the estimated period over which the economic benefits of the intangible assets are expected to be consumed. Typically, the Company
amortizes its intellectual property, including patents and other identifiable intangible assets, on a straight-line basis. The amortization
periods generally range from three years to fifteen years, depending on the nature of the asset and its expected useful life.

 Capitalized Software Development Cost

 The Company capitalizes certain costs related to the
development of its digital payment and banking platform, including employee compensation and consulting fees for third-party developers,
only when it is probable that the development will result in new or additional functionality. Costs incurred during the preliminary project
planning phase and post-implementation phase are expensed as incurred. The capitalized software development costs are amortized on a straight-line
basis over the estimated useful life of the asset.

 Goodwill

 The
Company accounts for goodwill in accordance with ASC 350, Intangibles – Goodwill and Other ("ASC 350"). ASC 350 requires
that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or
circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill represents the excess of the purchase
price over the estimated fair values of the net tangible and intangible assets of acquired entities. The Company performs a goodwill impairment
test annually and more frequently if an event or circumstance indicates that impairment may have occurred. Triggering events that may
indicate a potential impairment include, but are not limited to, significant adverse changes in customer demand or business climate and
related competitive considerations. The Company first performs a qualitative assessment to determine whether it is more likely than not
that the fair value of a reporting unit is less than its carrying amount. If it is determined that it is more likely than not that the
fair value of a reporting unit is less than its carrying amount, the Company performs a goodwill impairment test to calculate the fair
value of the applicable reporting unit(s) and compares it
to its carrying amount. We recognize an impairment on any amount of the carrying value over the fair value. If the Company determines
that the implied fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required.
Management performed the analysis and no impairment was deemed necessary.

 Impairment of Long-Lived Assets

 Long-lived assets are reviewed for impairment when
there is evidence that events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.
Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to estimated undiscounted
future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its
estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group
exceeds the estimated fair value of the asset or asset group. Long-lived assets to be disposed of by sale are reported at the lower of
their carrying amounts or their estimated fair values less costs to sell and are not depreciated. During the years ended December 31,
2024 and 2023, there was $ 0 and $ 6,131 thousand asset impairment, respectively.

 Leases

 The
Company recognizes right -of-use assets and lease liabilities
at the commencement date of the lease based on the present value of remaining fixed and determinable lease payments over the lease
term. The Company calculates the present value of future payments by using an estimated incremental borrowing rate, which
approximates the rate at which the Company would borrow on a secured basis and over a similar term, and recognizes lease expense for
operating leases on a straight-line basis over the lease term. Right-of-use assets represent the Company's right to control
the use of an identified asset for the lease term and lease liabilities represent the Company's obligation to make lease
payments arising from the lease. The Company uses the incremental borrowing rate on the commencement date in determining the present
value of the lease payments.

 The Company has lease agreements which include lease
and non-lease components, which the Company has elected to account for as a single lease component for all classes of underlying assets.
Lease expense for variable lease components are recognized when the obligation is probable.

 The lease term for all of the Company's leases
includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate)
the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the
lessor. Options for lease renewals have been excluded from the lease term (and lease liability) for the majority of the Company's
leases as the reasonably certain threshold is not met.

 Lease payments included in the measurement of the
lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under
the exercise of the Company option to purchase the underlying asset if reasonably certain. Variable lease payments are presented as operating
expenses in the Company's statement of operations in the same line as expense arising from fixed lease payments. As of December 31,
2024 and 2023, management determined that there were no variable lease costs.

 Income Taxes

 The Company recognizes deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under
this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets
are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in the statement of operations in the period that includes the enactment date.

 The Company's income tax returns are based on
calculations and assumptions that are subject to examination by the Internal Revenue Service and other tax authorities. In addition, the
calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations.
The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit
as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes it has appropriate support
for the positions taken on its tax returns, the Company regularly assesses the potential outcomes of examinations by tax authorities in
determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments
and adjusts the income tax provision, income taxes payable and deferred taxes in the period in which the facts that give rise to a revision
become known. As of December 31, 2024 and 2023, the Company does not believe any provisions are required in connection with uncertain
tax positions.

 Research and Development

 Research
and Development (R&D) expenses include internal and outsourced service costs incurred to maintain the FinZeo platform. Per ASC 730,
R&D costs are expensed as incurred. Total R&D expenses for the years ended December 31, 2024, and December 31, 2023, were approximately
$ 1,977 thousand and $ 3,498 thousand, respectively.

 Per Share Information

 Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the year, increased by the potentially dilutive common shares that were outstanding during the year. Dilutive securities include
stock options, warrants granted, convertible debt and convertible preferred stock.

 The
number of common stock equivalents not included in diluted income per share for the years ended December 31, 2024 and 2023,
respectively are presented below. The weighted average number of common stock equivalents is not included in diluted income (loss)
per share, because the effects are anti-dilutive.

 Schedule of weighted
average number of common stock equivalents

 Series A preferred stock

 1,148

 1,148

 Warrants

 15,906,627

 7,489,960

 Options

 5,446,785

 2,725,564

 Total

 21,354,560

 10,216,672

 Stock Based Compensation

 Stock
options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation –
Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility,
term and future dividends. We recognize forfeitures as they occur. The
Company has several consulting agreements that have share-based payment awards based on performance. These agreements typically require
the Company to issue common stock to the consultants on a monthly basis. The Company records the fair market value of the common stock
issuable at each month end when the performance is complete based upon the closing market price of the Company's common stock.

 New Accounting Pronouncements

 The FASB issues ASUs to amend the authoritative literature
in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either
(i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to
have a significant impact on the Company.

 NOTE 3 – OTHER CURRENT ASSETS

 On December 13, 2024, the Company entered into
an agreement with AFIOS Partners ("AFIOS") for a $ 5,000 thousand direct investment. AFIOS receives up to 5,200,000
shares at an average price of $ 0.96 per share, 5,200,000 warrants to purchase our common stock at $ 0.90 per share and 7,800,000
warrants to purchase common stock at $ 1.20 per share.

 From
January to March 2025, $ 1,350 thousand
had been received.

 See Note 9 – Notes Payable – Stock Issued
as part of an Investment.

 NOTE 4 – INTANGIBLE ASSETS

 Intellectual Property

 The
Company has two patent portfolios. As of December 31, 2024
and 2023, we have gross value of patents at $ 407 thousand. As of December 31, 2024 and 2023, accumulated amortization is
approximately $ 368 thousand and $ 232 thousand, respectively.

 As of December 31, 2024 and 2023, we have gross value
of acquired technology of $ 4,400
thousand. As of December 31, 2024 and 2023, accumulated amortization is approximately $ 1,029
thousand and $ 147
thousand, respectively.

 Schedule of capitalized development cost

 Intellectual
Property

 Beginning balance

 $
 4,428

 $

 Acquisition of intangible assets

 –

 4,400

 Amortization expenses

 ( 1,018
)

 ( 283
)

 Ending balance

 $
 3,410

 $
 4,428

 Capitalized Software Development Cost

 The Company capitalizes certain costs related to the
development of its digital payment and banking platform.

 As of December 31, 2024 and 2023, we have gross
value of capitalized software development cost at $ 2,647 thousand and $ 1,566 thousand and accumulated amortization is approximately $ 824
thousand and $ 419 thousand, respectively.

 In
2020, the Company entered into a strategic partnership with NEC PAYMENTS B.S.C., which subsequently became Infinios Financial
Services B.S.C. ("Infinios"). In 2023, the Company determined that there was an impairment of capitalized software and
prepaid license fees due to terminating its partnership with Infinios and canceling the platform being developed.

 Schedule of capitalized development cost

 Capitalized Software Development Cost

 Beginning balance

 $
 1,147

 $
 4,921

 Additions

 1,081

 –

 Impairment

 –

 ( 3,072
)

 Amortization expenses

 ( 405
)

 ( 702
)

 Ending balance

 $
 1,823

 $
 1,147

 Goodwill

 On October 26, 2023, the Company completed the acquisition
of Alliance Partners. The difference between the fair value of the purchase price and the net assets acquired is recorded as goodwill.
As of December 31, 2024 and 2023, the goodwill was approximately $ 1,161 thousand.

 Amortization Schedule

 The following table presents the estimated aggregate
amortization expense for each of the five succeeding fiscal years related to intangible assets subject to amortization as of December
31, 2024 (in thousands):

 Schedule of amortization expense

 Fiscal Year Ending December 31

 Amortization Expense

 2025

 $
 1,430

 2026

 1,390

 2027

 1,318

 2028

 2029

 The estimated amortization expense is based on the
carrying value of intangible assets and their remaining useful lives as of the balance sheet date. These estimates are subject to change
based on future acquisitions, disposals, or impairments of intangible assets.

 NOTE
5 – ACCRUED LIABILITIES

 Schedule of accrued liabilities

 Payables due to seller for acquisition

 $
 1,200

 $
 1,500

 Accrued payroll

 Accrued residuals

 Anti-dilution provision

 –

 Other

 Total accrued liabilities

 $
 1,519

 $
 1,958

 In connection with the original purchase of Alliance
Partners, $ 1,200 thousand and $ 1,500 thousand remained outstanding as of December 31, 2024 and 2023, respectively. The payable amount
is secured by substantially all the Company's assets.

 Anti-dilution provision

 During
2024, the Company and Infinios entered into a settlement agreement
during the arbitration process with no financial obligation by either party. The anti-dilution provision of $ 72 thousand was extinguished
as a result of the settlement. See Note 8.

 NOTE 6 – NOTES PAYABLE

 The Company
has a 30-year unsecured note payable with the U.S. Small Business Administration. The note payable incurred a $ 100 fee upon issuance and
incurs interest at 3.75 % per annum. Payments totaling $ 4 thousand are due each year through the maturity date of July 1, 2050.

 As of December 31, 2024 and 2023, the balance
of the note payable was $ 61 thousand and $ 66 thousand, respectively.

 On June 10, 2024, the Company entered into a 60-day
unsecured note agreement with Black Ice Advisors, LLC, a third-party lender, for proceeds of $ 200 thousand and flat interest of $ 30 thousand.
Additionally, the Company issued 30,000 shares of AppTech Common Stock to the lender on June 17, 2024. On August 12, 2024, the outstanding
balance of the note payable and accrued interest of $ 230 thousand, was repaid.

 Convertible
Note

 On July 10, 2024, the Company closed a private placement
offering consisting of a 6 % convertible debenture (the "Debenture") with a principal amount of $ 1,100,000 and a warrant (the
"Warrant") to purchase up to 750,000 shares of the Company's common stock. The Debenture was sold to Peak One Investments
(the "Purchaser") for $ 1,000,000, reflecting a 10 % original issue discount, under a Securities Purchase Agreement executed
on the same date. The Warrant, expiring five years from issuance, allows the holder to purchase up to 750,000 shares of common stock at
an initial exercise price of $ 1.16 (the "Exercise Price"), subject to adjustments described below. The fair value of the Warrant
was determined to be $ 0.85 per share.

Net proceeds from the Private Placement Offering were $ 910,000,
after deducting a $ 20,000 non-accountable fee withheld per the Purchase Agreement and $ 70,000 paid to a registered broker-dealer. The offering includes dilutive issuance
protection and prohibits variable rate transactions until the Debenture is fully repaid. Additionally,
on the closing date, the Company issued 100,000 restricted common stock shares (the "Commitment Shares") with a fair value
of $0.96 per share.

The Debenture matures twelve months from issuance and carries a 6 % annual interest rate, payable at maturity. At the holder's option,
it is convertible into common stock based on the principal amount plus accrued, unpaid interest, at an initial conversion price of $ 1.07
(the "Conversion Price"), adjustable for stock splits, dividends, recapitalizations, or similar events.

The Warrant Shares, Commitment Shares, and common stock issuable under the Debenture were registered under the Securities Act via a Form
S-1 registration statement (File No. 333-281409), declared effective by the SEC on August 22, 2024. In connection with the August 28,
2024, Armistice Capital Master Fund Inducement Agreement (see Note 9), the warrant and debenture conversion price was reduced from $ 1.07
to $ 0.70 per share, and on November 18, 2024, the Company agreed with the Investor that an issuance of common stock at $ 0.56 per share
triggered another reduction in the debenture conversion to $ 0.56.
The adjustment provision resulted in a revaluation of the warrant conversion repricing charge to additional paid-in capital and an accumulated
deficit of $ 15 thousand as of December 31, 2024.

 Between August 29, 2024, and December 19, 2024, the
cashless Warrant was exercised in full resulting in 521,739 shares of common stock. The debenture was converted on multiple occasions,
resulting in the issuance of an aggregate of 1,975,606 shares of common stock. At December 31, 2024, the Company amortized the convertible
debt discount of $ 579 thousand and $ 26 thousand in interest expense. AppTech has no further obligations to the Purchaser.

 NOTE 7 – RIGHT OF USE ASSET

 Lease Agreement

 In January 2020, the Company entered into a lease
agreement commencing February 8, 2020 for its corporate office in Carlsbad, California, which was set to expire in 2025. In December 2024,
the Company extended its lease for fourteen months through March 2026, with an option to extend for an additional fourteen months. At
inception of the lease, the Company recorded a right of use asset and liability. The Company used an incremental borrowing rate of 8.5%
within the calculation. The following are the expected future minimum lease payments as of December 31, 2024, including the total
amount of imputed interest related (in thousands):

 Schedule of right of use asset

 2025

 $

 2026

 Minimum Future Lease Payments

 $

 Less: Imputed interest

 ( 5
)

 Total Minimum Future Lease Payments

 $

 The rent expense was $ 80 thousand and $ 85 thousand
for the years ended December 31, 2024 and 2023, respectively.

 NOTE 8 – COMMITMENTS AND CONTINGENCIES

 The Company
may be involved in various claims and legal actions arising in the ordinary course of business. The Company establishes an accrued liability
for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.

 Convertible Note and Warrant Litigation

 On
July 14, 2021, EMA Financial LLC ("EMAF"), filed a complaint in the United States District Court for the Southern District
of New York against the Company alleging breach of contract. In April 2023, EMAF and AppTech entered into a settlement and release agreement.
The related convertible note, warrants, and derivative liabilities were extinguished resulting in a gain of $ 250 thousand for the year
ended December 31, 2023.

 NCR
Litigation

 On
November 30, 2022, AppTech filed a complaint against NCR Payment Solutions, LLC in the United States District Court for the Southern District
of California alleging Breach of Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, Specific Performance and Accounting.
On March 11, 2024, both parties agreed to dismiss the lawsuit. There was no impact to the financial statements.

 Infinios Financial Services
Litigation

 On May 4, 2023, the Company notified Infinios
of its intent to terminate its relationship and commenced a good-faith negotiation with Infinios.

 In October 2023, the Company and Infinios
entered into arbitration.

 As of December 31, 2024, the parties settled
the lawsuit under a confidential Settlement Confirmation letter whereby the terms of the Settlement Agreement and Mutual Release were
fulfilled. Under the settlement, no payments were exchanged between the parties, and both the anti-dilution liability and the payable
owed to Infinios were fully extinguished. The matter is closed.

 Litigation with Former Employees

 On May 3, 2024, the Company was sued by three former employees over
severance payments. On February 14, 2025, the Company filed a cross complaint against the Plaintiffs for breach of fiduciary duty and
breach of contract. In March 2025, the Company settled its lawsuit for $ 172 thousand. The settlement amount was accrued for at December
31, 2024.

 NOTE 9 – STOCKHOLDERS' EQUITY

 Series A Preferred Stock

 The Company is authorized to issue 100,000 shares
of Series A preferred stock ("Series A") with a par value of $ 0.001 per share. As of December 31, 2024 and 2023, fourteen
( 14) Series A shares were outstanding. Series A shareholders have one vote per share on an "as converted" basis for all matters
submitted to a stockholder vote, without the right to cumulative voting in director elections. They are entitled to dividends, if declared
by the Board of Directors from legally available funds, distributed pro rata based on their Series A holdings on an as-converted basis.
In the event of liquidation or dissolution, Series A shareholders share ratably in any remaining assets after liabilities are paid, with
no liquidation preferences. Each Series A share is convertible into 82 shares of common stock at the holder's discretion.

 Common Stock

 As of December 31, 2024 and December 31, 2023, the
Company is authorized to issue 105,263,158 shares of common stock with a par value of $ 0.001 per share. The number of shares outstanding
was 33,278,934 as of December 31, 2024 and 22,251,742 as of December 31, 2023. Common stockholders are entitled to one vote per share
on all matters submitted to a stockholder vote, without the right to cumulative voting in director elections. They are eligible for dividends,
if declared by the Board of Directors from legally available funds, subject to the prior rights of any outstanding preferred stock and
any contractual restrictions on dividend payments. In the event of liquidation or dissolution, common stockholders share ratably in any
assets remaining after payment of liabilities and satisfaction of liquidation preferences of any outstanding preferred stock. Common stock
carries no preemptive or subscription rights and is not convertible into other securities.

 Public Offerings

 In February 2023, the Company announced the closing
of its previously announced $5,000 thousand registered direct offering (the "Registered Direct Offering") with a single institutional
investor to sell 1,666,667 shares of its common stock (the "Shares") and warrants to purchase up to 1,666,667 shares (the
"Warrants") in a concurrent private placement (the "Private Placement"). The combined purchase price for one Share
and one Warrant was $3.00. Each of the Warrants has an exercise price of $4.64 per share of common stock and are exercisable on and after
August 1, 2023. The Warrants expire five years from the date on which they become exercisable. The aggregate gross proceeds from the Registered
Direct Offering and the concurrent Private Placement were approximately $ 5.0 million before deducting placement agent fees and other
estimated offering expenses. The offering that was completed in February 2023, caused a reset to the exercise price of existing warrants
from the S-1 offering that had a strike price of $5.19 and a future offerings floor price of $4.15. Accordingly, the floor price was reset
to $4.15 in February 2023. 4,156,626 warrants were reset and $ 763 thousand was recorded to additional paid-in capital and accumulated
deficit as a result of the reset.

 In August 2023, the Company entered into a sales agreement
under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $18,000 thousand through
"at-the-market" offerings (ATM), pursuant to its shelf registration statement on Form S-3 on file with the SEC. In total,
as of December 31, 2024, the Company sold 898,780 shares of common stock, for which we received net proceeds of $ 2,100 thousand,
after deducting commissions, fees and expenses.

 In October 2023, the Company entered into a Securities
Purchase Agreement (the "Securities Purchase Agreement") with a certain accredited and institutional investor (the "Purchaser")
pursuant to which the Company has agreed to issue and sell to Purchaser an aggregate of: (i) 1,666,667 shares (the "Shares")
of the Company's common stock, par value $0.001 per share (the "Common Stock") and (ii) warrants (the "Purchase
Warrants") to purchase up to 1,666,667 shares of Common Stock, exercisable at $2.74 per share (the "Offering"). The
offering price per Share and associated Purchase Warrants was $2.10. The October Warrants expire five years from the date on which they
become exercisable. On October 26, 2023, the Company closed the Offering and raised $ 3,500 thousand in gross proceeds from the Offering.

 On March 26, 2024, AppTech entered into an underwriting
agreement with EF Hutton LLC, as representative of the several underwriters, relating to the public offering of 2,000,000 shares of common
stock, par value $0.001 per share, at a purchase price per share to the public of $1.00. Pursuant to the Underwriting Agreement, the Company
granted the Underwriters a 45-day option to purchase up to an additional 300,000 shares of Common Stock at the Offering Price, less any
underwriting discounts and commissions. The Company received $ 1,760 thousand in net proceeds, after deducting fees.

 Stock Issued as part of an Investment

 On December 16, 2024, we executed two Share
Purchase Agreements with AFIOS Partners, a related party to AppTech. Under the "AFIOS 6 SPA" with AFIOS Partners 6 ("AFIOS
6"), the Company sold 1,200,000 restricted common shares ($ 0.001 par value) for $ 1,000,000 ($ 0.833 /share) and issued 1,200,000 warrants
( 5 -year term, $ 0.90 exercise price) and 1,800,000 warrants ( 5 -year term, $ 1.20 exercise price) at closing. Under the "AFIOS 7 SPA"
with AFIOS Partners 7 ("AFIOS 7"), the Company can sell up to 4,000,000 shares for $ 4,000,000 total: 1,500,000 shares for
$ 1,500,000 on December 16, 2024, and 2,500,000 shares for $ 2,500,000 ($ 1.00 per share) as needed, subject to the AFIOS 7 SPA terms. The
Company will also issue, proportionate to funding, 4,000,000 warrants ( 5 -year term, $ 0.90 exercise price) and 6,000,000 warrants ( 5 -year
term, $ 1.20 exercise price). The AFIOS 7 SPA includes an over-allotment option, allowing AFIOS 7 to increase the raise to $ 5,000,000 with
Company approval, at the same pricing and terms. As of December 31, 2024, 2,700,000 warrants at $ 0.90 and 4,050,000 warrants at $ 1.20
have been issued.

 Stock Issued for Services

 During the years ended December 31, 2024
and 2023, 260,000 shares and 460,000 shares of common stock were issued to several consultants and employees in connection with business
development, professional, and employment services with a value of $ 267 thousand and $ 906 thousand, respectively.

 Stock Issued with Note Payable

 On June 10, 2024, the Company entered into a 60-day
unsecured note agreement with Black Ice Advisors, LLC, a third-party lender, for proceeds of $ 200 thousand and flat interest of $ 30 thousand.
Additionally, the Company issued 30,000 shares of AppTech Common Stock to the lender on June 17, 2024 with a fair value of $ 27 thousand.
On August 12, 2024, the outstanding balance of the note payable of $ 230 thousand, was repaid.

 Refer to Note 6 - Note Payables.

 Stock Issued for Convertible Note

 See Note 6 -
Note Payable - Convertible Note.

 Equity Issued
related to Acquisition

 On October 26,
2023, the Company completed the acquisition of FinZeo. The Seller received cash as part of the acquisition. See Note 1 - Purchase of
Alliance Partners, LLC.

 As of December
 31, 2024, the payment terms under the Purchase Agreement with Alliance Partners, LLC, were
amended as follows: 1) $150,000 due on or before July 11, 2024; 2) Remaining payments are deferred until either February 1, 2025, or until
the Company generates $400,000 in monthly revenue from the FinZeo products (after cost of sales, excluding operating expenses). At the
time of this filing, the Seller and Company are discussing updated payment terms.

 In consideration
for modifying the original payment schedule, the Seller received a total of 15,000 shares
of AppTech Payments Corp. and 55,000 options to purchase shares of the Company's stock.

 Stock Options

 The Company grants stock options as part of employee
compensation and recognizes these options' expense over the vesting period. If an employee does not meet certain conditions such
as sales targets or leaves the Company before the options vest, these options are forfeited as they occur.

 On December 7, 2021, the board authorized the Company's
Equity Incentive Plan to facilitate the grant of equity incentives to employees (including our named executive officers), directors, independent
contractors, merchants, referral partners, channel partners, and employees of our company. This plan is essential for attracting, retaining,
and motivating these key personnel, which is critical to our long-term success.

 In May 2023, shareholders approved an additional 700,000
shares for the Company's Equity Incentive Plan, bringing the total authorized shares to 1,752,632.

 On
March 20, 2024, the Company extended the expiration term of vested and
outstanding stock options to 10 years from the original grant date for current employees and consultants, which resulted in an option
modification. Also, certain terminated or separated option holders were allowed to retain their vested options through the original expiration
date following their termination. The fair value was calculated
both on the modification date and prior to the modification. The Company recorded the option modification expense of $ 325 thousand.

 Also in May 2023, the shareholders approved the Company's
proposed resolution to re-price its options. In total, 615,264 employee options were repriced to $0.715, and 250,658 options for board
of directors and consultants' options were repriced to $1.430. The Company recorded the modification expense of $711 thousand during the
year ended December 31, 2023.

 In May 2024, shareholders approved an additional 950,000
shares under a newly adopted 2024 Equity Incentive Plan (the "2024 Plan"), which replaced the previous plan. As a result, a
total of 2,702,632 shares of common stock were authorized under the 2024 Plan, with 508,167 shares available for issuance as of December
31, 2024.

 As
part of the acquisition of FinZeo, the previous management team received 1,500,000 options
of AppTech's common stock, which vest if the Company achieves certain sales targets. One million in options were forfeited by the Seller
upon his termination in June 2024 and canceled by the Company. The remaining 500,000 options
were not recorded during the year ended December 31, 2024 as these options were not determined to be probable of vesting.

 For the year ended December 31, 2024, the Company
granted 3,838,500 options to purchase common stock. These grants included:

 1.

 1,000,000 options to a consultant, with vesting contingent upon reaching specified sales milestones. The fair value of these options, which are non-plan with a one-year life, will be recognized as an expense when vesting appears probable. These options have an exercise price of $ 1.58 per share and a fair value of $ 0.64 per share on the issuance date. As of December 31, 2024, the Company did not record any stock-based compensation expense as these were not determined to be probable of vesting.

 2.

 On April 4, 2024, the Company granted 351,000 options to current and former employees and consultants with an exercise price of $ 0.95, a ten-year expiration term, and a fair value on the grant date of $ 0.86. The Company recognized $ 349 thousand related to this grant. The options were fully vested upon the grant date.

 3.

 The Company granted 470,000 options to the board of directors and consultants. These options have a ten-year expiration period, with exercise prices ranging from $ 0.59 to $ 2.11 per share. The fair value of these options, as determined on the grant date, ranged from $ 0.51 to $ 1.78 per share.

 4.

 On July 3, 2024, the Company granted 510,000 options under the equity plan and 1,452,500 options outside of the plan to employees and consultants. These options, which expire ten years from the grant date, have an exercise price of $ 0.97 per share and a fair value of $ 0.86 per share on the issuance date. The vesting of these options is contingent upon reaching specified company milestones. The fair value of these options will be recognized as an expense when the vesting becomes probable.

 During the year ended December 31, 2023, options
to purchase 2,263,726 shares of common stock at a weighted average exercise price of $ 2.11 were granted as compensation
to employees and consultants, of which 1.5 million options were contingent upon the Company reaching specified sales milestones. During
the year ended December 31, 2023, the weighted average grant date fair value of the options issued during the year, excluding the
1.5 million options to the previous management team of FinZeo, is approximately $1.50 per share.

 The following table summarizes the stock options activity:

 Schedule of option activity

 Number of
 shares

 Weighted
 Average
 exercise price

 Weighted
 Average
 remaining years

 Outstanding December 31, 2023

 2,725,564

 $
 1.84

 4.07

 Issued

 3,838,500

 1.13

 Exercised

 –

 –

 Cancelled

 ( 1,117,279
)

 2.07

 Outstanding as of December 31, 2024

 5,446,785

 $
 1.29

 7.15

 Outstanding as of December 31, 2024, vested

 1,984,288

 $
 1.18

 7.97

 The
unvested options includes a total of approximately 3,500,000 options
contingent upon reaching specified sales milestones. The remaining expense to be recognized, exclusive of the contingent performance-based
options, is $ 0 thousand as of December 31, 2024.

 During the year ended December 31, 2024, the Company
recorded $ 1,125 thousand in option expenses, which includes the modification expense of $ 325 thousand and the company-wide grant of 406,000
options valued at $ 349 thousand.

 The Company recorded $ 2,600 thousand option expenses
for the year ended December 31, 2023, including expenses from repricing of the options at $ 711 thousand.

 The Plan options
vest in equal monthly installments ranging from instantly to 12 months. The fair value of the options were valued using a Black-Scholes
options pricing model with the following range of assumptions:

 Schedule of fair value assumptions

 Market value of common stock on issuance date

 $0.51 - $1.99

 Exercise price

 $0.59 - $2.11

 Expected volatility

 102 % - 144 %

 Expected term (in years)

 1.0 - 10.0

 Risk-free interest rate

 3.58 % - 5.00 %

 Expected dividend yields

 –

 Market value of common stock on issuance date

 $1.77 - $3.12

 Exercise price

 $1.77 - $3.12

 Expected volatility

 152 % - 172 %

 Expected term (in years)

 2.0 - 5.0

 Risk-free interest rate

 4.15 % - 4.96 %

 Expected dividend yields

 –

 Expected Volatility – The Company now
has sufficient operating history and company-specific historical data to determine its expected volatility assumption directly from its
own traded stock price. Rather than examining the historical volatilities of a group of industry peers, the Company calculates its volatility
based on the fluctuations in its own share prices, which are publicly available. The Company expects to continue using this approach going
forward, relying on its own historical stock price data to assess volatility.

 Expected Term – The expected term of
stock options represents the weighted average period the stock options are expected to be outstanding. Given the limited historical exercise
data of the Company's stock options, the Company uses the simplified method for estimating the expected term, which calculates the
expected term as the average time-to-vesting and the contractual life of the options for stock options issued to participants.

 Risk-Free Interest Rate – The risk-free
rate assumption is based on U.S. Treasury instruments, the terms of which were consistent with the expected term of the Company's
stock options.

 Expected Dividend – The expected dividend
assumption is based on the Company's history and expectation of dividend payouts. The Company has not paid any dividends to date
and does not intend to pay dividends.

 Forfeitures are cancelled as they occur. Plan related
forfeitures are added back to the equity incentive plan.

 Warrants

 As of December 31, 2024, the Company has 15,906,627
warrants outstanding. The following table summarizes warrant activity:

 Schedule of warrant activity

 Number of
 shares

 Weighted
 Average
 exercise price

 Weighted
 Average
 remaining years

 Outstanding December 31, 2023

 7,489,960

 $
 3.52

 3.83

 Cancelled

 –

 $
 –

 Exercised

 ( 2,416,667
)

 $
 0.70

 Issued

 10,833,334

 $
 0.97

 Outstanding as of December 31, 2024

 15,906,627

 $
 1.76

 4.25

 Issuance of New Warrants (Inducement Transaction)

 On August 30, 2024, AppTech Payments Corp. entered
a Warrant Inducement Agreement with Armistice Capital Master Fund Ltd., leading to the exercise of 1,666,667 October 2023 warrants at
$ 0.70 per share, generating $ 1,167 thousand in gross proceeds ($ 1,010 thousand net after fees). Concurrently, the exercise price of 1,666,667
February 2023 warrants was reduced from $ 4.64 to $ 0.70, increasing their fair value by $ 350 thousand, and the Company issued 3,333,334
new warrants at $ 0.70 per share, valued at $ 2,200 thousand using the Black-Scholes model. There was zero impact to equity as we recorded
both an increase and decrease within Additional Paid-in Capital (APIC) due to the transaction being considered a cost of the capital raise.
The new warrants are exercisable after six months and expire in five and a half years.

 Cashless Exercise of Peak One Warrants

 Refer to Note 6 - Note Payables.

 AFIOS Partners Warrant Issuance

 Refer to Stock Issued as part of an Investment.

 NOTE 10 – INCOME TAXES

 The
Company's net deferred tax assets at December 31, 2024 and 2023 was $ 8,562 thousand and $ 7,100 thousand, respectively,
which primarily consists of net operating loss carry forwards and various accruals. The Company provided a 100% valuation allowance
against the net deferred tax assets. For the years ended December 31, 2024 and 2023, the valuation allowance increased by
approximately $ 1,462 thousand and $ 3,078 thousand, respectively.

 The
Company's effective tax rate is 0 %, resulting from the impact of permanent differences and a full valuation allowance applied against
the tax benefit of net operating losses. With no material temporary differences affecting the deferred tax asset, any potential temporary
differences, such as those related to research and development expenses and stock-based compensation, are either immaterial or fully offset
by the valuation allowance. For operations in California, the state corporate tax rate is 8.84 %, which is deductible on the federal return
at the applicable federal rate. At December 31, 2024 and 2023, the applicable federal rate used in calculating the deferred tax provision
was 21 %.

 The Company is subject to tax in the United States
("U.S.") and files tax returns in the U.S. Federal jurisdiction and California state jurisdiction. The Company is subject
to U.S. Federal, state and local income tax examinations by tax authorities for all periods starting in 2020. The Company currently is
not under examination by any tax authorities.

 NOTE
11 – SUBSEQUENT EVENTS

 In January 2025, the Company issued 10,000 shares
of restricted stock to a former investor relations firm, 1,500,000 options to its current board of directors, 38,332 options to its former
board of directors, and 110,000 options to its former CFO along with extending her option agreement through the original expiration date
.

 In February 2025, the Company issued 200,000 options
to a current consultant.

 In March 2025, the Company settled its lawsuit with the three former employees
for $172 thousand. The amount was accrued for at December 31, 2024.

 For more subsequent events, see Note 3.

 EXHIBIT

 2.1

 Agreement
 and Plan of Merger dated as of April 18, 2022, by and among AppTech Payments Corp., AppTech IP Corp., and HotHand, Inc., (filed as
 Exhibit 2.1 to the Registrant's Current Report on Form 8-K, as filed on April 21, 2022, and incorporated herein by reference)

 2.2

 Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 6, a limited partnership, (filed as Exhibit 2.1 to the Registrant's Current
 Report on Form 8-K/A, as filed on December 17, 2024, and incorporated herein by reference)

 2.3

 Share Purchase Agreement, dated as of December 16, 2024, by and among the Company and AFIOS Partners 7, a limited partnership, (filed as Exhibit 2.2 to the Registrant's Current
 Report on Form 8-K, as filed on December 17, 2024, and incorporated herein by reference)

 3.1

 AppTech Corp. Articles of Conversion filed October 25, 2006 (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.2

 AppTech Corp. Articles of Incorporation filed October 25, 2006 (filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.3

 AppTech Corp. Certificate of Designation filed May 09, 2007 (filed as Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.4

 AppTech Corp. Certificate of Correction filed June 04, 2007 (filed as Exhibit 3.4 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.5

 AppTech Corp. Certificate of Designation filed June 06, 2007 (filed as Exhibit 3.5 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.6

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed November 17, 2008 (filed as Exhibit 3.6 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.7

 AppTech Corp. Certificate of Amendment filed October 26, 2009 (filed as Exhibit 3.7 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.8

 AppTech Corp. Certificate of Amendment filed October 27, 2009 (filed as Exhibit 3.8 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.9

 AppTech Corp. Certificate of Designation filed April 21, 2010 (filed as Exhibit 3.9 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.10

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 27, 2010 (filed as Exhibit 3.10 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.11

 AppTech Corp. Certificate of Change filed July 22, 2010 (filed as Exhibit 3.11 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.12

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.12 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.13

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 26, 2010 (filed as Exhibit 3.13 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.14

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed October 28, 2010 (filed as Exhibit 3.14 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.15

 AppTech Corp. Amendment to Certificate of Designation After Issuance of Class or Series filed April 08, 2011 (filed as Exhibit 3.15 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.16

 AppTech Corp. Certificate of Amendment filed June 06, 2011 (filed as Exhibit 3.16 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.17

 AppTech Corp. Articles of Domestication filed July 18, 2011 (filed as Exhibit 3.17 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.18

 AppTech Corp. Bylaws dated May 07, 2013 (filed as Exhibit 3.18 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.19

 AppTech Corp. Certificate of Domestication filed July 09, 2013(filed as Exhibit 3.19 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.20

 AppTech Corp. Articles of Amendment filed October 31, 2013 (filed as Exhibit 3.20 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.21

 AppTech Corp. Certificate of Incorporation filed July 29, 2015 (filed as Exhibit 3.21 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.22

 AppTech Corp. Bylaws (Amended and Restated) dated March 27, 2020 (filed as Exhibit 3.22 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 3.23

 AppTech Certificate of Incorporation filed with the Secretary of State of Delaware dated December 13, 2021 (filed as Exhibit 3.23 to the Registrant's Registration Statement on Form S-1, as filed on December 15, 2021, and incorporated herein by reference)

 3.24

 AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.24 to the Registrant's Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference)

 3.25

 AppTech Certificate of Conversion filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.25 to the Registrant's Registration Statement on Form S-1, as filed on December 23, 2021, and incorporated herein by reference)

 3.26

 AppTech Certificate of Correction filed with the Secretary of State of Delaware dated December 23, 2021 (filed as Exhibit 3.26 to the Registrant's Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference)

 3.27

 AppTech Certificate of Amendment filed with the Secretary of State of Delaware dated December 27, 2021 (filed as Exhibit 3.27 to the Registrant's Registration Statement on Form S-1, as filed on January 3, 2022, and incorporated herein by reference)

 3.28

 AppTech Amended and Restated Bylaws (filed as Exhibit 3.22 to the Registrant's Registration Statement on Form S-1, as filed on December 17, 2021, and incorporated herein by reference)

 4.1

 Specimen Stock Certificate of AppTech Corp.'s Common Stock (incorporated by reference to Exhibit 4.1 to Form 10-12G/A filed February 14, 2020)

 4.2

 AppTech Code of Business Conduct (filed as Exhibit 4.2 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 4.3

 AppTech Corp. Audit Committee Charter (filed as Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference)

 4.4

 AppTech Corp. Compensation Committee Charter (filed as Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q, as filed on November 16, 2020, and incorporated herein by reference)

 4.5

 AppTech Corp. Corporate Governance and Nominating Committee Charter (filed as Exhibit 99.3 to Form S-1 as filed on February 16, 2021 and incorporated herein by reference)

 4.6

 Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

 4.7

 Form of Purchase Warrant (filed as Exhibit 4.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

 4.8

 Description of Securities (filed as Exhibit 4.6 to Form 10-K/A as filed on August 21, 2023 and incorporated herein by reference)

 4.9

 Form of Debenture, dated July 10, 2024, in the principal amount of $1,100,000 (filed as Exhibit 4.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

 4.10

 Form of Warrant, dated August 30, 2024 (filed as Exhibit 4.2 to Form
 8-K as filed on July 12, 2024 and incorporated herein by reference)

 4.11

 Form of New Warrant, dated July 10, 2024 (filed as Exhibit 4.1 to
 Form 8-K as filed on August 29, 2024 and incorporated herein by reference)

 10.2

 Lease & Purchase Option Agreement dated January 22, 2020 (filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K, as filed on March 30, 2020, and incorporated herein by reference)

 10.3

 Strategic Partnership Agreement dated as of August 21, 2020, by and among AppTech Corp. and Silver Alert Services LLC, doing business as LifeLight Systems. (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, as filed on August 26, 2020, and incorporated herein by reference)

 10.4

 Subscription License and Service Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

 10.5

 Digital Banking Platform Operating Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

 10.6

 Subscription License Order Form dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). PURSUANT TO REG S-K ITEM 601, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED. (filed as Exhibit 10.3 to the Registrant's Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

 10.7

 Registration Rights Agreement dated as of October 02, 2020, by and among AppTech Corp. and NEC Payments B.S.C. (c). (filed as Exhibit 10.4 to the Registrant's Current Report on Form 8-K, as filed on October 07, 2020, and incorporated herein by reference)

 10.8

 Warrant Agency Agreement, dated as of January 7, 2022, between the Company and Transfer Online, Inc. (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K, as filed on January 10, 2022), an incorporated herein by reference)

 10.9

 Securities Purchase Agreement, dated January 30, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

 10.10

 Form of Lock-Up Agreement (filed as Exhibit 10.2 to Form 8-K as filed on January 31, 2023 and incorporated herein by reference)

 10.11

 Master Services and Development Agreement (filed as Exhibit 10.1 to Form 8-K as filed on June 21, 2023 and incorporated herein by reference)

 10.12

 Membership Interest Purchase Agreement, dated as of October 13, 2023, by and among AppTech Payments Corp., Alliance Partners, LLC, and Chris Leyva. (filed as Exhibit 10.1 to Form 8-K as filed on October 16, 2023 and incorporated herein by reference)

 10.13

 Securities Purchase Agreement, dated October 24, 2023, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

 10.14

 Amendment
 to Common Stock Purchase Warrant (filed as Exhibit 10.2 to Form 8-K as filed on October 24, 2023 and incorporated herein by reference)

 10.15

 Amendment to the Membership Interest Purchase Agreement, dated December 28, 2023, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.1 to Form 8-K
 as filed on May 3, 2024 and incorporated herein by reference)

 10.16

 Amendment to the Membership Interest Purchase Agreement, dated January 31, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.2 to Form 8-K
 as filed on May 3, 2024 and incorporated herein by reference)

 10.17

 Amendment to the Membership Interest Purchase Agreement, dated March 1, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.3 to Form 8-K as
 filed on May 3, 2024 and incorporated herein by reference)

 10.18

 Amendment to the Membership Interest Purchase Agreement, dated April 29, 2024, by and between AppTech Payments Corp., Alliance Global Partners, LLC and Chris Leyva (filed as Exhibit 2.4 to Form
 8-K as filed on May 3, 2024 and incorporated herein by reference)

 10.19

 Form of Securities Purchase Agreement, dated July 10, 2024 (filed
 as Exhibit 10.1 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

 10.20

 Form of Registration Rights Agreement, dated July 10, 2024
 (filed as Exhibit 10.2 to Form 8-K as filed on July 12, 2024 and incorporated herein by reference)

 10.21

 Form of Warrant Inducement Agreement, dated August 28, 2024, by and between AppTech Payments Corp. and the Purchaser (filed as Exhibit 10.1 to Form 8-K as filed on August 29, 2024 and incorporated
 herein by reference)

 10.22

 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,200,000 Warrant Shares (filed as Exhibit 10.1 to Form 8-K as filed on December 17, 2024
 and incorporated herein by reference)

 10.23

 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 6, for 1,800,000 Warrant Shares (filed as Exhibit 10.2 to Form 8-K as filed on December 17, 2024
 and incorporated herein by reference)

 10.24

 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 4,000,000 Warrant Shares (filed as Exhibit 10.3 to Form 8-K as filed on December 17, 2024
 and incorporated herein by reference)

 10.25

 Common Stock Purchase Warrant, dated as of December 16, 2024, by and among the Company and AFIOS 7, for 6,000,000 Warrant Shares (filed as Exhibit 10.4 to Form 8-K as filed on December 17, 2024
 and incorporated herein by reference)

 19.1*

 Insider Trading Policy

 21.1

 Subsidiaries of AppTech Payments Corp. (filed as Exhibit 21.1 to Form 10-K as filed on April 1, 2024 and incorporated herein by
 reference)

 23.1*

 Consent of dbbmckennon, Independent Registered Public Accounting Firm

 31.1*

 Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

 31.2*

 Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

 32.1**

 Certification of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

 32.2**

 Certification of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 dated March 25, 2024

 AppTech Payments Corp. Clawback Policy (filed as Exhibit 97 to Form 10-K as filed on April 1, 2024 and incorporated herein by
 reference)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 104*

 in Exhibit 101)

 * Filed herewith.

 ** Furnished herewith.

 Signatures

 Pursuant to the requirements of Section 13 and 15(d)
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized, in Carlsbad, California, on March 31, 2025.

 AppTech Payments Corp.

 By:

 /s/ Thomas DeRosa

 Name:

 Thomas DeRosa

 Title:

 Interim Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ Felipe A. Corrado IV

 Felipe A. Corrado IV

 Chief Financial Officer and Treasurer

 (Principal Financial Officer and Accounting Officer)

 Pursuant to the requirements of the Securities Act
of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Signature

 Title

 Date

 /s/ Luke D'Angelo

 Chairman of The Board

 Luke D'Angelo

 /s/ Virgil Llapitan

 President, Chief Operation Officer and Director

 Virgil Llapitan

 /s/ Albert L. Lord

 Director

 Albert L. Lord

 /s/ Thomas J. Kozlowski Jr.

 Director

 Thomas J. Kozlowski Jr.

 /s/ Calvin D. Walsh

 Director

 Calvin D. Walsh