APCX 8-K/A
AppTech Payments Corp. (APCX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by AppTech Payments Corp. (“AppTech” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2025 (the “Original Form 8-K”). The Original Form 8-K reported, among other things, the completion by the Company on October 31, 2025 of its acquisition of Infinitus Pay Inc., a Colorado corporation (“Infinitus”). The acquisition was effectuated pursuant to the Stock Purchase and Share Exchange Agreement (the “Agreement”), dated as of October 31, 2025 (the “Agreement”), between AppTech, Infinitus and the owners of the capital stock of Infinitus (the “Shareholders”).
The Company purchased all of the respective shares of Infinitus held by the Shareholders in exchange for the following total consideration: (a) an aggregate amount equal to $2,000,000, less any Indebtedness (as defined in the Agreement) of the Company paid in cash by wire transfer in immediately available funds at the closing; (b) (i) an aggregate of One Million (1,000,000) newly-issued shares of the Company’s Common Stock (the “Closing Date Shares”), and (ii) an aggregate of Four Million (4,000,000) newly-issued shares of the Company’s Common Stock (the “Lock-Up Shares”), provided, however, that the Shareholders shall be prohibited from selling such Lock-Up Shares except in accordance with the terms and conditions of the Lock-Up Agreement entered into by each Shareholder; (c) warrants to purchase up to another Four Million (4,000,000) Shares, in the aggregate, at an exercise price of $3.00 per share, which warrants shall have a term of five (5) years and shall become exercisable on the first day after the Company Common Stock closes at or above $3.00 per share on the public market which it is then-registered; and (d) an aggregate amount equal to $1,000,000, in cash by wire transfer of immediately available funds, not later than ten (10) business days after the date that Infinitus Revenue (as defined in the Agreement) is equal to or greater than $300,000 of revenue per month for three (3) consecutive months following the closing date.
This Current Report on Form 8-K/A amends and restates Item 9.01 of the Original Form 8-K to present certain financial statements of Infinitus and to present certain unaudited pro forma financial statements of the Company in connection with the Company’s acquisition of Infinitus, which audited financial statements and unaudited pro forma financial statements are filed as exhibits hereto and are incorporated herein by reference. All of the other items in the Original Form 8-K remain the same and are hereby incorporated by reference into this Current Report on Form 8-K/A.
The press release is available at the Company’s website, www.apptechcorp.com.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The following financial statements of Infinitus Pay, Inc are filed as Exhibit 99.1 to this Current Report on Form 8-K/A:
(i) Audited financial statements for the period from July 30, 2024 through December 31, 2024.
(ii) Unaudited financial statements as of and for the nine months ended September 30, 2025.
(b) Pro Forma Financial Information
The following unaudited pro forma financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K/A:
(i) Unaudited pro forma balance sheet as of December 31, 2024 and September 30, 2025.
(ii) Unaudited pro forma income statement for the period from July 30, 2024 through December 31, 2024 and the nine months ended September 30, 2025.
(d) Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| Exhibit No. | Description | |
| 99.1 | Financial Statements of Infinitus Pay Inc | |
| 99.2 | Pro Forma Financial Statements | |
| 99.3 | Press Release Dated November 5, 2025 (incorporated by reference to the Company’s Form 8-K filed on November 5, 2025) | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 3, 2026 | APPTECH PAYMENTS CORP. | |
| By: | /s/ Thomas DeRosa | |
| Thomas DeRose, Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Infinitus Pay, Inc
Index to Financial Statements
| 1 |
To the Management and Shareholders of Infinitus Pay Inc.
Opinion
We have audited the accompanying financial statements of Infinitus Pay Inc., a Colorado corporation, (the “Company”), which comprise the balance sheet as of December 31, 2024 and the related statements of operations, stockholders’ equity, and cash flows for the period from July 30, 2024 (Inception) to December 31, 2024, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the period from Inception to December 31, 2024 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| · | Exercise professional judgment and maintain professional skepticism throughout the audit. | |
| · | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. | |
| · | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. | |
| · | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. | |
| · | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ dbbmckennon
San Diego, California
February 3, 2026
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INFINITUS PAY, INC
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
(in thousands, except share and per share
data)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 21 | $ | 42 | ||||
| Accounts receivable | 60 | – | ||||||
| Accounts receivable – related party | 30 | 12 | ||||||
| Total current assets | 111 | 54 | ||||||
| Capitalized software development, net of accumulated amortization | 361 | 147 | ||||||
| TOTAL ASSETS | $ | 472 | $ | 201 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 175 | $ | 32 | ||||
| Total liabilities | 175 | 32 | ||||||
| Stockholders’ equity | ||||||||
| Common stock, no par value; 10,000,000 shares authorized; 5,000,000 and 4,500,000 issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 250 | 150 | ||||||
| Additional paid-in capital | 29 | 14 | ||||||
| Retained earnings | 18 | 5 | ||||||
| Total stockholders’ equity | 297 | 169 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 472 | $ | 201 | ||||
The accompanying notes are an integral part of these financial statements.
| 3 |
INFINITUS PAY, INC
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND FROM INCEPTION TO DECEMBER 31, 2024
(in thousands, except share and per share
data)
For the Nine Months Ended September 30, 2025 | For the Period Ended December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Revenues | $ | 146 | $ | – | ||||
| Revenues – related party | 122 | 12 | ||||||
| Total revenues | 268 | 12 | ||||||
| Cost of revenues | 78 | – | ||||||
| Gross profit | 190 | 12 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 103 | 7 | ||||||
| Research and development | 74 | – | ||||||
| Total operating expenses | 177 | 7 | ||||||
| Net income | $ | 13 | $ | 5 | ||||
The accompanying notes are an integral part of these financial statements.
| 4 |
INFINITUS PAY, INC
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND FROM INCEPTION TO DECEMBER 31, 2024
(in thousands, except share and per share
data)
| Common Stock | Additional Paid-in | Retained | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance July 30, 2024 | – | $ | – | $ | – | $ | – | $ | – | |||||||||||
| Sale of common stock | 750,000 | 150 | – | – | 150 | |||||||||||||||
| Issuance of founders’ shares | 3,750,000 | – | – | – | – | |||||||||||||||
| Founders’ capital contribution | – | – | 14 | – | 14 | |||||||||||||||
| Net income | – | – | – | 5 | 5 | |||||||||||||||
| Balance December 31, 2024 | 4,500,000 | $ | 150 | $ | 14 | $ | 5 | $ | 169 | |||||||||||
| Sale of common stock | 500,000 | $ | 100 | $ | – | $ | – | $ | 100 | |||||||||||
| Founders’ capital contribution | – | – | 15 | – | 15 | |||||||||||||||
| Net income | – | – | – | 13 | 13 | |||||||||||||||
| Balance September 30, 2025 (Unaudited) | 5,000,000 | $ | 250 | $ | 29 | $ | 18 | $ | 297 | |||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
INFINITUS PAY, INC
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND FROM INCEPTION TO DECEMBER 31, 2024
(in thousands, except share and per share data)
| For the Nine Months Ended September 30, 2025 | For the Period Ended December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 13 | $ | 5 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Amortization of capitalized software | 12 | – | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (78 | ) | (12 | ) | ||||
| Accounts payable | 92 | – | ||||||
| Net cash provided by (used in) operating activities | 39 | (7 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capitalized software development | (175 | ) | (115 | ) | ||||
| Net cash used in investing activities | (175 | ) | (115 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net proceeds from sale of common stock | 100 | 150 | ||||||
| Founders’ contributed capital | 15 | 14 | ||||||
| Net cash provided by financing activities | 115 | 164 | ||||||
| Changes in cash and cash equivalents | (21 | ) | 42 | |||||
| Cash and cash equivalents, beginning of period | 42 | – | ||||||
| Cash and cash equivalents, end of period | $ | 21 | $ | 42 | ||||
| Supplemental disclosures of cash flows information: | ||||||||
| Cash paid for interest | $ | – | $ | – | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
| Non-cash investing and financing activities: | ||||||||
| Capitalized software within accounts payable | $ | 52 | $ | 32 | ||||
The accompanying notes are an integral part of these financial statements.
| 6 |
INFINITUS PAY, INC
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 – NATURE OF OPERATIONS
Infinitus Pay, Inc was incorporated on July 30, 2024 (“Inception”) in the State of Colorado. The financial statements of Infinitus Pay, Inc, which may be referred to as the “Company”, “we,” “us,” or “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in Greenwood Village, Colorado.
Infinitus Pay, Inc offers a software-based platform that aggregates access to multiple domestic and international banking providers through a single integrated solution. The platform enables customers to open and maintain U.S. and non-U.S. bank accounts and to initiate domestic and cross-border payment transactions through a unified interface. The Company’s embedded technology and application programming interfaces support customer onboarding, regulatory compliance, and Global Banking Infrastructure for Cross-Border Payments, allowing customers to move funds across jurisdictions in a manner consistent with U.S. domestic transactions. The platform is designed to support customers who require reliable access to U.S. banking infrastructure while reducing the operational complexity associated with establishing and maintaining direct banking relationships.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying audited financial statements as of and for the period from Inception to December 31, 2024 and the unaudited interim financial statements as of and for the nine months ended September 30, 2025 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”),. In the opinion of the Company’s management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim period ended September 30, 2025. The interim results for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.
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.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates accounts receivable for expected credit losses in accordance with ASC 326, Financial Instruments – Credit Losses. In estimating expected credit losses, management considers historical credit loss experience, the aging and short-term nature of accounts receivable, current conditions, and reasonable and supportable forecasts related to the collectability of outstanding balances. Based on this evaluation, management concluded that an allowance for credit losses was not necessary as of the reporting dates. The Company has not experienced material credit losses, and substantially all accounts receivable were current or collected subsequent to period end.
Management also considered customer concentration risk and determined that amounts due from significant customers were current and supported by favorable payment history. Related-party receivables were evaluated separately and are subject to contractual terms and management’s assessment of the related parties’ ability and intent to repay. Based on these factors, management determined that expected credit losses were immaterial and that no allowance was required.
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Capitalized Software Development Cost
The Company has incurred software development costs to develop software programs to be used solely to meet its internal needs and cloud-based applications used to deliver services. In accordance with ASC 350-40, Internal-Use Software, the Company has capitalized development costs related to these software applications. Management determines when software development has reached substantial completion based on the platform’s readiness for its intended use, including the completion and testing of core functionality and operation in a production environment. Capitalization of development costs begins when development is authorized, funding is committed, and completion becomes probable, and ends when the software is substantially complete and ready for its intended use. The Company capitalizes only third-party outsourced development costs directly attributable to internal-use software and expenses costs related to maintenance, support, and enhancements as incurred, in accordance with ASC 350-40, as amended by ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which the Company adopted at inception. Management deemed early adoption to be preferable because it aligns the Company’s accounting with the economics of its software development activities from inception, improves consistency and clarity, and presents a more conservative approach. Capitalized costs are amortized on a straight-line basis over an estimated useful life of 60 months beginning when the platform is placed into service, which management believes reflects the expected period of economic benefit. As of September 30, 2025 and December 31, 2024, the gross value of capitalized development cost is $373 thousand and $147 thousand and accumulated amortization is approximately $12 thousand and $0, respectively. Through September 30, 2025, amortization expense was $12 thousand. Future expected annual amortization is as follows:
| Fiscal Year Ending | Amount (in thousands) | |||
| 2025 | $ | 18 | ||
| 2026 | 75 | |||
| 2027 | 75 | |||
| 2028 | 75 | |||
| 2029 | 75 | |||
| 2030 | 43 | |||
| Total | $ | 361 | ||
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is derived from customer setup fees, monthly recurring platform access fees, transaction-based fees based on processing volume, and subaccount setup fees.
The Company provides one-time customer setup services that include gathering and validating required compliance documentation for its banking partners and performing the technical integration necessary to establish an operational merchant profile on the Company’s platform. As part of the setup, customers receive stand-alone value by receiving a named bank account with our banking partner that they can use independent of us. Setup services are satisfied at a point in time when the customer or subaccount is fully configured and enabled to transact on the platform. Revenue is recognized upon completion of setup, which generally coincides with month-end billing.
Monthly recurring platform access fees and transaction-based fees represent consideration for continuous platform access and payment processing services and are recognized monthly as the services are performed. Transaction-based fees, which represent variable consideration, are recognized in the period in which the underlying transactions occur. Subaccount setup fees are recognized when the subaccount is established and made available for use.
Customers are invoiced in arrears at month-end, and amounts billed but not yet collected are recorded as accounts receivable.
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Research and Development
In accordance with ASC 730, Research and Development (“R&D”) costs are expensed when incurred. R&D costs include product fixes and other unproven technologies, contractor fees and other costs associated with the development of our platform, contract and other outside services. Total R&D costs for the nine months ended September 30, 2025 were $74 thousand and $0 from inception to December 31, 2024.
Income Taxes
The Company applies ASC 740 Income Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities.
ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.
The Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and Colorado state jurisdiction. As of December 31, 2024, the Company does not believe any provisions are required in connection with its tax positions.
Concentration of Credit Risk
The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.
The Company had one customer as of December 31, 2024. The loss of this customer would have a significant impact on the Company’s operations, however, the customer is also a related party and initial investor. In addition, we had two non-related party customers as of September 30, 2025 that accounted for 34% of accounts receivable and two customers that accounted for 23% of revenue. See Note 5 for discussion on related parties.
Substantially all of the Company’s revenues are generated from customers located outside the United States. Management does not believe that this geographic distribution, by itself, represents a material concentration of risk.
Risks and Uncertainties
The Company’s operations are subject to new laws, regulation and compliance. Significant changes to regulations governing the way the Company derives revenues could impact the Company negatively. Technological and advancements and updates as well as maintaining compliance standards are required to maintain the Company’s operations.
Recent 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 – COMMITMENTS AND CONTINGENCIES
We are currently not involved with or know of any pending or threatening litigation against the Company or any of its officers.
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NOTE 4 – STOCKHOLDERS’ EQUITY
Common Stock
As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 10,000,000 shares of common stock with no par value. The Company had 5,000,000 and 4,500,000 shares of common stock outstanding as of September 30, 2025 and December 31, 2024, respectively.
As of December 31, 2024, the Company issued an aggregate of 4,500,000 shares of common stock. Of these shares, 750,000 shares were issued to an investor for cash proceeds of $150 thousand. This investor is considered a related party. The Company’s founders were issued 3,750,000 shares; separately they contributed a total of $14 thousand in cash.
During the nine months ended September 30, 2025, the related-party investor made additional cash contributions of $100 thousand, resulting in a total cumulative investment of $250 thousand. In connection with these additional contributions, the Company issued an incremental 500,000 shares of common stock to the related-party investor, bringing the total number of shares issued to this investor to 1,250,000 as of September 30, 2025. During the same period, the Company’s founders contributed an additional $15 thousand. See note 5 - related party transactions.
The Company’s outstanding common stock is subject to a Shareholder Agreement that governs ownership, management, and transfer of shares. The agreement provides for shareholder representation on the Board of Directors, designates a managing shareholder with authority over day-to-day operations subject to specified approval thresholds, and restricts the issuance of additional shares without supermajority shareholder consent. The agreement also includes provisions related to preemptive rights, rights of first refusal on share transfers, limitations on voluntary dissolution, and terms governing distributions, dispute resolution, and confidentiality.
NOTE 5 – RELATED PARTY TRANSACTIONS
During 2024 and through September 30, 2025, the Company engaged in transactions with Elite Vantage Placement LTD, a significant shareholder , that provided seed funding to the Company. In addition, Elite Vantage Placement LTD was the Company’s sole customer during the year ended December 31, 2024 and accounted for 46% of the Company’s revenues and 17% of accounts receivable for the nine months ended September 30, 2025. Elite Vantage is not charged a monthly platform fee, but they have a monthly minimum and are billed for all activity transacted on the platform. See note 4 for additional related party transactions.
NOTE 6 – INCOME TAXES
Income tax expense for the period from Inception to December 31, 2024 differs from the amount that would result from applying statutory federal and state income tax rates to income before income taxes primarily due to temporary differences. As of December 31, 2024, the Company had Federal and state net operating loss (“NOL”) carryforwards of $14 thousand available to offset future taxable income. The state NOL’s will expire in 2044.
Although the Company generated net income of approximately $5 thousand for the year ended December 31, 2024, management determined that this level of profitability does not provide sufficient positive evidence to support realization of deferred tax assets. Accordingly, a full valuation allowance was maintained as of December 31, 2024, and no net deferred tax assets were recognized. The Company files income tax returns in the U.S. federal and Colorado state jurisdictions and remains subject to examination by taxing authorities for all periods since inception. The Company is not currently under examination.
NOTE 7 – SUBSEQUENT EVENTS
The Company was acquired by AppTech Payments Corp (OTC: APCX) on October 31, 2025. In return for 100% of the Company’s equity, shareholders received total consideration consisting of up to $3,000 thousand, up to 5,000 thousand shares of AppTech Payments Corp’s common stock, and up to 4,000 thousand warrants.
The Company has evaluated subsequent events through February 3, 2026, the date which the financial statements were issued.
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Exhibit 99.2
The following unaudited pro forma combined financial information is based on the financial statements of the Company and Infinitus Pay, Inc (“IP”).
IP is a Colorado limited liability company that provides the technology that enables organizations to perform cross border payments. The Company has its registered office address at 6635 S Dayton St Ste 310 PMB 236 Greenwood Village, CO 80111, which is also the principal place of business.
The notes to the unaudited pro forma condensed combined financial information describe the reclassifications and adjustments to the financial information presented.
The unaudited pro forma combined financial information is not intended to represent or be indicative of the Company’s results of operations or financial position that the Company would have reported had the Company’s acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future results of operation or financial position.
The unaudited pro forma combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition. The unaudited pro forma combined financial statements also do not include any integration costs, cost overlap or estimated future transaction costs that the companies expect to incur as a result of the acquisition.
The historical financial information has been adjusted to give effect to events that are directly attributable to the Acquisition, factually supportable and expected to have a continuing impact on the results of the combined company. Per Rules 8-05, 11-01 and 11-02 of Regulation S-X, the historical financials of the companies are within one quarter of one another; therefore, no adjustments were made to the periods presented. The adjustments that are included in the following unaudited pro forma combined financial statements are described in Note 3 below, which includes the numbered notes that are marked in those financial statements.
| 1 |
PRO FORMA FINANCIAL STATEMENTS
| September 30, 2025 | ||||||||||||||||
| Historical | ||||||||||||||||
| $ in thousands |
AppTech Payments Corp. |
Infinitus Pay, Inc. |
Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 439 | $ | 21 | $ | – | $ | 460 | ||||||||
| Accounts receivable | 96 | 60 | – | 156 | ||||||||||||
| Accounts receivable - related party | – | 30 | – | 30 | ||||||||||||
| Prepaid expenses | 30 | – | – | 30 | ||||||||||||
| Total current assets | 565 | 111 | – | 676 | ||||||||||||
| Note receivable | 250 | – | – | 250 | ||||||||||||
| Interest receivable | 41 | – | – | 41 | ||||||||||||
| Right of use asset | 36 | – | – | 36 | ||||||||||||
| Security deposit | 37 | – | – | 37 | ||||||||||||
| Intangible assets, net of accumulated amortization | 2,709 | – | – | 2,709 | ||||||||||||
| Goodwill | 1,161 | – | 2,503 | (1)(2) | 3,664 | |||||||||||
| Capitalized software development, net of accumulated amortization | 1,447 | 361 | – | 1,808 | ||||||||||||
| TOTAL ASSETS | $ | 6,246 | $ | 472 | $ | 2,503 | $ | 9,221 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | $ | 2,274 | $ | 175 | $ | – | $ | 2,449 | ||||||||
| Accrued liabilities | 1,311 | – | – | 1,311 | ||||||||||||
| Notes payable | 250 | – | 1,000 | (3) | 1,250 | |||||||||||
| Convertible notes payable, net of discount of $120 | 900 | – | – | 900 | ||||||||||||
| Right of use liability | 35 | – | – | 35 | ||||||||||||
| Total current liabilities | 4,770 | 175 | 1,000 | 5,945 | ||||||||||||
| Long-term liabilities | ||||||||||||||||
| Right of use liability, net of current portion | – | – | – | – | ||||||||||||
| Notes payable, net of current portion | 60 | – | – | 60 | ||||||||||||
| Total long-term liabilities | 60 | – | – | 60 | ||||||||||||
| TOTAL LIABILITIES | $ | 4,830 | $ | 175 | $ | 1,000 | $ | 6,005 | ||||||||
| Stockholders’ equity | ||||||||||||||||
| Series A preferred stock | – | – | – | – | ||||||||||||
| Common stock, $0.001 par value | 34 | 250 | (244) | (1) | 40 | |||||||||||
| Additional paid-in capital | 176,311 | 29 | 1,765 | (1) | 178,105 | |||||||||||
| Accumulated deficit | (174,929 | ) | 18 | (18) | (1) | (174,929 | ) | |||||||||
| Total stockholders’ equity | 1,416 | 297 | 1,503 | 3,216 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 6,246 | $ | 472 | $ | 2,503 | $ | 9,221 | ||||||||
| 2 |
| December 31, 2024 | ||||||||||||||||
| Historical | ||||||||||||||||
| $ in thousands |
AppTech Payments Corp. |
Infinitus Pay, Inc. |
Pro Forma Adjustments |
Pro Forma Combined |
||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 868 | $ | 42 | $ | – | $ | 910 | ||||||||
| Accounts receivable | 43 | – | – | 43 | ||||||||||||
| Accounts receivable - related party | – | 12 | – | 12 | ||||||||||||
| Prepaid expenses | 159 | – | – | 159 | ||||||||||||
| Other current assets | 1,350 | – | – | 1,350 | ||||||||||||
| Total current assets | 2,420 | 54 | – | 2,474 | ||||||||||||
| Right of use asset | 86 | – | – | 86 | ||||||||||||
| Security deposit | 86 | – | – | 86 | ||||||||||||
| Intangible assets, net of accumulated amortization | 3,410 | – | – | 3,410 | ||||||||||||
| Goodwill | 1,161 | – | 2,631 | (1)(2) | 3,792 | |||||||||||
| Capitalized software development, net of accumulated amortization | 1,823 | 147 | – | 1,970 | ||||||||||||
| TOTAL ASSETS | $ | 8,986 | $ | 201 | $ | 2,631 | $ | 11,818 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accounts payable | $ | 1,853 | $ | 32 | $ | – | $ | 1,885 | ||||||||
| Accrued liabilities | 1,519 | – | – | 1,519 | ||||||||||||
| Notes payable | – | – | 1,000 | (3) | 1,000 | |||||||||||
| Deferred revenue | – | – | – | – | ||||||||||||
| Right of use liability | 68 | – | – | 68 | ||||||||||||
| Total current liabilities | 3,440 | 32 | 1,000 | 4,472 | ||||||||||||
| Long-term liabilities | ||||||||||||||||
| Right of use liability, net of current portion | 18 | – | – | 18 | ||||||||||||
| Notes payable, net of current portion | 61 | – | – | 61 | ||||||||||||
| Total long-term liabilities | 79 | – | – | 79 | ||||||||||||
| TOTAL LIABILITIES | $ | 3,519 | $ | 32 | $ | 1,000 | $ | 4,551 | ||||||||
| Stockholders’ equity | ||||||||||||||||
| Series A preferred stock | – | – | – | – | ||||||||||||
| Common stock, $0.001 par value | 33 | 150 | (144) | (1) | 39 | |||||||||||
| Additional paid-in capital | 174,131 | 14 | 1,780 | (1) | 175,925 | |||||||||||
| Accumulated deficit | (168,697 | ) | 5 | (5) | (1) | (168,697 | ) | |||||||||
| Total stockholders’ equity | 5,467 | 169 | 1,631 | 7,267 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 8,986 | $ | 201 | $ | 2,631 | $ | 11,818 | ||||||||
| 3 |
| September 30, 2025 | ||||||||||||||||
| Historical | ||||||||||||||||
| $ in thousands | AppTech Payments Corp. | Infinitus Pay, Inc. | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Revenues | $ | 735 | $ | 146 | $ | – | $ | 881 | ||||||||
| Revenues - related party | – | 122 | – | 122 | ||||||||||||
| Cost of revenues | 335 | 78 | – | 413 | ||||||||||||
| Gross profit | 400 | 190 | – | 590 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | 4,493 | 103 | – | 4,596 | ||||||||||||
| Research and development expenses | 2,015 | 74 | – | 2,089 | ||||||||||||
| Total operating expenses | 6,508 | 177 | – | 6,685 | ||||||||||||
| Loss from operations | (6,108 | ) | 13 | – | (6,095 | ) | ||||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | (24 | ) | – | – | (24 | ) | ||||||||||
| Gain (loss) on debt extinguishment | 13 | – | – | 13 | ||||||||||||
| Debt discount amortization | (50 | ) | – | – | (50 | ) | ||||||||||
| Other income (expenses) | (63 | ) | – | – | (63 | ) | ||||||||||
| Total other expenses | $ | (124 | ) | $ | – | $ | – | $ | (124 | ) | ||||||
| Loss before provision for income taxes | (6,232 | ) | 13 | – | (6,219 | ) | ||||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||
| – | ||||||||||||||||
| Net income (loss) | $ | (6,232 | ) | $ | 13 | $ | – | $ | (6,219 | ) | ||||||
| Deemed dividend related to warrant resets | – | – | – | – | ||||||||||||
| Net loss attributable to common stockholders | $ | (6,232 | ) | $ | 13 | $ | – | $ | (6,219 | ) | ||||||
| Basic and diluted net loss per common share | $ | (0.19 | ) | $ | – | $ | – | $ | (0.16 | ) | ||||||
| Weighted-average number of shares used basic and diluted per share amounts | 33,657,542 | – | 6,000,000 | (3) | 39,657,542 | |||||||||||
| 4 |
| December 31, 2024 | ||||||||||||||||
| Historical | ||||||||||||||||
| $ in thousands | AppTech Payments Corp. | Infinitus Pay, Inc. | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Revenues | $ | 276 | $ | – | $ | – | $ | 276 | ||||||||
| Revenues - related party | – | 12 | – | 12 | ||||||||||||
| Cost of revenues | 52 | – | – | 52 | ||||||||||||
| Gross profit | 224 | 12 | – | 236 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | 7,794 | 7 | – | 7,801 | ||||||||||||
| Research and development expenses | 1,977 | – | – | 1,977 | ||||||||||||
| Total operating expenses | 9,771 | 7 | – | 9,778 | ||||||||||||
| Loss from operations | (9,547 | ) | 5 | – | (9,542 | ) | ||||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expense | (646 | ) | – | – | (646 | ) | ||||||||||
| Gain (loss) on debt extinguishment | 1,245 | – | – | 1,245 | ||||||||||||
| Other income (expenses) | 15 | – | – | 15 | ||||||||||||
| Total other expenses | $ | 614 | $ | – | $ | – | $ | 614 | ||||||||
| Loss before provision for income taxes | (8,933 | ) | 5 | – | (8,928 | ) | ||||||||||
| Provision for income taxes | – | – | – | – | ||||||||||||
| – | ||||||||||||||||
| Net income (loss) | $ | (8,933 | ) | $ | 5 | $ | – | $ | (8,928 | ) | ||||||
| Deemed dividend related to warrant resets | (15 | ) | – | – | (15 | ) | ||||||||||
| Net loss attributable to common stockholders | $ | (8,948 | ) | $ | 5 | $ | – | $ | (8,943 | ) | ||||||
| Basic and diluted net loss per common share | $ | (0.35 | ) | $ | – | $ | – | $ | (0.29 | ) | ||||||
| Weighted-average number of shares used basic and diluted per share amounts | 25,305,837 | – | 6,000,000 | (3) | 31,305,837 | |||||||||||
| 5 |
NOTE 1 - BASIS OF PRO FORMA PRESENTATION
The unaudited pro forma statements of operations and unaudited pro forma balance sheets for the periods presented , is based on the financial statements of the Company and Infinitus Pay, Inc. (“IP”), after giving effect to the Company’s acquisition of IP and adjustments described in the accompanying notes to the unaudited pro forma combined financial information. These pro forma financial statements present the combined results and financial position as though the acquisition had occurred on those dates (i.e., on the assumed acquisition dates used for each respective period or as of the balance sheet date presented).
NOTE 2 - ACQUISITION OF PREMIER AIR CHARTER, LLC
On October 31, 2025, the Company purchased all of the respective shares of IP held by the Shareholders in exchange for the consideration equal to (a) $2,000,000, less any Indebtedness of the Company, (b) an aggregate of One Million (1,000,000) newly-issued shares of the Company’s Common Stock, (3) an aggregate of Four Million (4,000,000) newly-issued shares of the Company’s Common Stock with certain lock-up provisions, and (d) 5-year warrants to purchase up to another Four Million (4,000,000) shares, in the aggregate, at an exercise price of $3.00 per share.
The acquisition was structured as a purchase of equity and is accounted for as a business combination with ASC 805, Business Combinations.
NOTE 3 - PRO FORMA ADJUSTMENTS
The following pro forma adjustments are included in the Company’s unaudited pro forma combined financial information:
| (1) | Reflects the elimination of the historical stockholders’ equity of the acquired company upon consummation of the acquisition, as the transaction is accounted for as a business combination. | |
| (2) | Recognition of identifiable intangible assets and goodwill based on preliminary purchase price allocation. | |
| (3) | Entered into a $1 million debt obligation and issued 1 million shares of common stock to a private investor to raise the other $1 million needed to acquire IP . Further issuance of 5 million shares to IP’s Sellers as consideration for its sale. |
| 6 |