Table of Contents
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-Q
(Mark One)
For the quarterly period endedSeptember 30, 2020
or
For the transition period from ____________________to ________________________
Commissionfile number: 0001070050
AppTechCorp.
(Exactname of registrant as specified in itscharter)
5876 Owens Ave. Suite 100
Carlsbad, California 92008
(Addressof Principal Executive Offices & Zip Code)
(760) 707-5959
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1)has filed all reports required to befiled by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.
Yes ☒ No ☐
Indicateby checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of thischapter) 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 largeaccelerated filer, an accelerated filer,a non-accelerated filer, a smallerreporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” ” acceleratedfiler” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act.
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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of November 13, 2020, the latest practicable date, the registrant had 87,865,075 shares of common stock (par value 0.001).
AppTech Corp.
Form 10-Q
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS
Various statementsin this Quarterly on Form 10-Q of AppTech Corp. (we, our, AppTech or the Company)are “forward-looking statements” within the meaningof the Private Securities Litigation Reform Actof 1995. Forward-looking statements involve substantialrisks and uncertainties. All statements, other thanstatements of historical facts, included in this report regarding ourstrategy, future operations, future financial position, future revenues, projected costs, prospects, plans andobjectives 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 suchas “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 expressionsor words, identify forward-looking statements.The events and circumstances reflected in ourforward-looking statements may not occur and actual results could differ materially from thoseprojected in our forward-looking statements. Meaningful factors that could cause actual results to differinclude:
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All written and oral forward-looking statements attributable to usor any person acting on our behalf are expressly qualifiedin their entirety by the cautionary statements contained or referredto in this section. We caution investors notto rely too heavily on the forward-looking statements we makeor that are made on our behalf. We undertake no obligation and specifically declineany obligation, to update or revise any forward-looking statements, whether as a resultof new information, future events or otherwise. Please see, however, any furtherdisclosures we make on related subjects in any annual, quarterly or current reportsthat we mayfile with the Securities and Exchange Commission (SEC).
We encourage you to read the discussion and analysis of ourfinancial condition and our consolidated financial statements containedin this Quarterly Report on Form 10-Q.There can be no assurance that we willin fact achieve the actual resultsor developments we anticipate or, evenif we do substantially realize them,that they will have the expected consequences to, or effects on, us. Therefore, wecan give no assurances thatwe will achieve the outcomes stated in those forward-looking statements and estimates.
Unless thecontext otherwise requires, throughoutthis Quarterly Report on Form 10-Q, the words “AppTech” “we,” “us,” the “registrant” or the “Company”refer to AppTech Corp.
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PART I – FINANCIAL INFORMATION
Item1. Financial Statements
APPTECH CORP. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 and 2019
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2020 and DECEMBER 31, 2019
(UNAUDITED)
See accompanying notes to the consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND THE NINE MONTHS ENDED SEPTEMBER 30, 2020 and 2019
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
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CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 and 2019
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
AppTech Corp. (“AppTech” or the “Company”) is a Wyoming Corporation incorporated on July 2, 1998.
AppTech Corp. is a FinTech company providing electronic payment processing technologies and merchant services. This includes credit card processing, Automated Clearing House (“ACH”) processing, gift and loyalty cards and e-commerce. The Company expanded its core services to include global Short Messaging Service (“SMS”) patented text messaging and secure mobile payments. The patented two-way text chat platform enables secure SMS services including mobile payments, notifications, authentication, marketing, information queries and reporting. Other services include digital marketing, lead generation, mobile app development, and intellectual property rights development.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Also see Note 3.
Accounting Method
The accompanying unaudited financial statements of Apptech Corp. have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) for interim financial information and in accordance with Rule 8-03 of Regulation S-X. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. These interim financial statements should be read in conjunction with the audited annual financial statements of the Company as of and for the year ended December 31, 2019. The results of operations for the three months and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year.
Principles of Consolidation
The Company’s accounts include financials of the Company and its wholly owned subsidiaries, Transcendent One, Inc. and TransTech One, LLC. All significant inter-company transactions have been eliminated in consolidation. The operations of Transcendent One, Inc. and TransTech One, LLC are insignificant and the Company dissolved the subsidiaries on October 8, 2019.
Use of Estimates
The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated liabilities related to various vendors in which communications have ceased, contingent liabilities, and realization of tax deferred tax assets. 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.
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The accounts receivable from merchant services are paid by the financial institutions on a monthly basis. The Company currently uses four financial institutions to service their merchants for which represented 100% of accounts receivable as of September 30, 2020 and 2019. The loss of one of these financial institutions would not have a significant impact on the Company’s operations as there are additional financial institutions available to the Company. For the nine months ended September 30, 2020 and 2019, the one merchant (customer) represented approximately 36% and 40% of the total revenues, respectively. The loss of this customer would have significant impact on the Company’s operations.
Cash and Cash Equivalents
The Company classifies its highly liquid investments with maturities of three months or less at the date of purchase as cash equivalents. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the designations of each investment as of the balance sheet date for each reporting period. The Company classifies its investments as either short-term or long-term based on each instrument’s underlying contractual maturity date. Investments with maturities of less than 12 months are classified as short-term and those with maturities greater than 12 months are classified as long-term. The cost of investments sold is based upon the specific identification method.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable is recorded net of an allowance for doubtful accounts, if needed. The Company considers any changes to the financial condition of its financial institutions used and any other external market factors that could impact the collectability of its receivables in the determination of its allowance for doubtful accounts. The Company does not expect to have write-offs or adjustments to accounts receivable which could have a material adverse effect on its consolidated financial position, results of operations or cash flows as the portion which is deemed uncollectible is already taken into account when the revenue is recognized.
Revenue Recognition
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, codified as 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. The Company adopted ASC 606 effective January 1, 2019 using modified retrospective basis and the cumulative effect was immaterial to the consolidated financial statements.
The Company provides merchant processing solutions for credit cards and electronic payments. In all cases, the Company acts as an agent between the merchant which generates the credit card and electronic payments, and the bank which processes such payments. The Company’s revenue is generated on services priced as a percentage of transaction value or a specified fee transaction, depending on the card or transaction type. Revenue is recorded as services are performed which is typically when the bank processes the merchant’s credit card and electronic payments.
The Company provides various Cloud services to business clients. Revenues generated from the services as agreed upon in a Cloud Service Agreement. The revenue is recorded as the services are performed and billed in advance on a monthly basis. Revenues from these services represent less than 5% of the Company’s total revenues.
Consideration paid to customers, such as amounts earned under our customer equity incentive program, are recorded as a reduction to revenues.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair value:
The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels as follows:
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The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, vendor deposits, accounts payable, accrued expenses, etc. The carrying value of these assets and liabilities is representative of their fair market value, due to the short maturity of these instruments.
Research and Development
In accordance with ASC 730, Research and Development (“R&D”) costs are expensed when incurred. R&D costs include costs of acquiring patents and other unproven technologies, contractor fees and other costs associated with the development of the SMS short code texting platform, contract and other outside services. Total R&D costs for the nine months ended September 30, 2020 and 2019 were $49,250 and $62,350, respectively.
Property and Equipment
Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.
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. As of September 30, 2020 and December 31, 2019, there were no asset impairments.
Lease Commitment
The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. 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.
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Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. The Company primarily leases buildings (real estate) which are classified as operating leases. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not readily determinable in the Company’s leases, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.
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 not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. 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 September 30, 2020, 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 consolidated 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 September 30, 2020 and 2019, the Company does not believe any provisions are required in connection with uncertain tax positions as there are none.
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 period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.
As of September 30, 2020 and 2019, the Company had potential dilutive securities related to options, warrants, Series A preferred stock and convertible notes payable. These dilutive securities were not included within the calculation of dilutive net loss per common share as the effects would have been anti-dilutive.
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Convertible Debt
Convertible debt is accounted for under the guidelines established by ASC 470-20 Conversion and Other Options. ASC 470-20 governs the calculation of an embedded beneficial conversion, which is treated as an additional discount to the instruments where derivative accounting does not apply. The amount of the value of additional stock and other consideration in addition to the beneficial conversion feature may reduce the carrying value of the instrument to zero, but no further. The discounts are accreted over the term of the debt using the straight line method due to the short terms of the notes.
The Company accounts for modifications of its embedded beneficial conversions, in accordance with ASC 470-50 Modifications and Extinguishments. ASC 470-50 requires the modification of a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the associated debt instrument when the modification does not result in a debt extinguishment.
Stock Based Compensation
The Company recognizes as compensation expense all share-based payment awards made to employees, directors, and consultants including grants of stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Company’s common stock on the date of grant and is recognized over the service period. 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 – GOING CONCERN
As reflected in the accompanying consolidated financial statements, during the nine months ended September 30, 2020 and 2019, the Company incurred a net loss of $2,898,406 and $907,970 and used cash of $303,235 and $593,236 in operating activities. In addition, the Company had a working capital deficit of $7,735,022 and an accumulated deficit of $43,658,819 at September 30, 2020. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. We have evaluated the conditions or events that raise substantial doubt about the Company’s ability as a going concern within one year of issuance of the consolidated financial statements.
While the Company is continuing operations and generating revenues, the Company’s cash position is not significant enough to support the Company’s daily operations. To fund operations and reduce the working capital deficit, we intend to raise additional funds through public or private debt and/or equity offerings. During 2020, the Company raised $274,614 from eight sales of a repurchase option and $25,000 from warrants exercised to fund operations. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern, however, such are not guaranteed. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect, nor can there be assurance that such funds will be at acceptable terms. As of the date of these consolidated financial statements, the Company has not finalized a commitment for additional capital. The ability of the Company to continue as a going concern is dependent upon our ability to further implement its business plan and generate revenues and cash flows. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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Risks and uncertainties
On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. Since we derive our revenues from processing of purchases from our merchant services clients, a downturn in economic activity, such as associated with the current coronavirus pandemic, could reduce the volume of purchases we process, and thus our revenues. In addition, such a downturn could cause our merchant customers to cease operations permanently decreasing our payment processing unless new customers are found. We may also face additional difficulty in raising capital during an economic downturn. The effects of the pandemic had significant impact on revenue at the beginning of the pandemic and began to return to normal after several months. The continuing effects of the potential impact cannot be estimate at this time.
Additionally, it is reasonably possible that the estimates made in the financial statements have been, or will be materially and adversely impacted in the near term as a result of these conditions.
NOTE 4 – PATENTS
Patents
On June 22, 2017, AppTech executed an Amendment to Asset Purchase Agreement with GlobalTel Media, Inc. In connection with the asset purchase agreement, 5,000,000 shares of common stock were issued to GlobalTel Media, Inc. The Company valued the common stock issuance at $1,000,000 based on the closing market price of the Company’s common stock on the date in which the performance was complete. This amendment revived the original asset purchase agreement dated December 4, 2013 to purchase the assets of GlobalTel Media, Inc. (AppTech and GlobalTel agree that the asset purchase agreement dated September 30, 2015 is null and void), which include, but is not limited to, all intellectual property, United States Patent Trademark Office (“USPTO”) issued patents, enterprise-grade, patent protected software and intellectual property for advanced messaging incorporating secure payments, databases, documentation, copyrights, trademarks, registrations, and all current development work in process of USPTO application approval; more specifically but not limited to USPTO 8,073,895 & 8,572,166 “System and Method for Delivering Web Content to a Mobile Device”, USPTO 8,315,184 “Computer to Mobile Two-Way Chat System and Method”, and USPTO 8,369,828 “Mobile-to-Mobile Payment System and Method”. GlobalTel’s technology focuses on SMS text-based applications, social media and mobile payment. The USPTO assigned the patents to AppTech on July 25, 2017. AppTech, as part of the various agreements, agreed to pay $1,600,000 which included an assumption of certain liabilities, including costs incurred to continue development of the patents, as well as guaranteed payment of 25% of the net proceeds on revenue created by the patents up to $26,600,000. As of September 30, 2020 and December 31, 2019, amounts included in accounts payable related to the assumption of liabilities in connection with the patents were $340,500 and $415,000, respectively. The Company has expensed the cost of the patents as research and development costs as the future estimated cash flow expected cannot be reasonably estimated.
NOTE 5 – ACCRUED LIABILITIES
Accrued liabilities as of September 30, 2020 and December 31, 2019 consist of the following:
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Accrued Interest
Notes payable and convertible notes payable incur interest at rates between 10% and 15%, per annum. The accrued interest in most cases is currently in technical default due to the notes being past their maturity date.
Accrued Residuals
The Company pays commissions to independent agents which refer merchant accounts. The amounts payable to these independent agents is based upon a percentage of the amounts processed on a monthly basis by these merchant accounts.
Accrued Merchant Equity Liability
The Company provided all merchants the opportunity to earn shares of the Company’s common stock through their Merchant Equity Program (the “Program”). Under the Program, the merchant earned 1% of their total Visa/MasterCard volume processed during the first year of their contract. For example, if a merchant processes $1.0 million in credit card charges, the merchant will receive 10,000 shares of the Company’s common stock. The merchant must process with the Company for a period of three years for the shares to vest. All merchants became fully vested when the Company ended the program effective December 31, 2015.
For merchants in which the shares of common stock are not known as they are within the one-year period, the Company estimates on a quarterly basis as to the estimated amount of shares based upon the expected amount to be processed by the merchant on an annual basis. At the end of the first year, when the number of shares issuable is known, the Company makes an adjustment to the value of the shares, if needed.
The Company accounts for the value of the shares under the program as a sales incentive and thus the amounts in connection with the Program are recorded as a reduction to revenues. As of September 30, 2020, the Company has an obligation to issue approximately 776,000 shares of the Company’s common stock issuable under the Program. During the year ended December 31, 2019, the Company issued 37,193 shares of common stock relieving $14,877 in liability under the program.
NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE
The Company funds operations through cash flows generated from operations and the issuance of loans and notes payable. The following is a summary of loans and notes payable outstanding as of September 30, 2020 and December 31, 2019. Related parties noted below are either members of management, board of directors, significant shareholders or individuals in which have significant influence over the Company.
Loans Payable – Related Parties
During the nine months ended September 30, 2020 and 2019, the Company obtained (paid) $(42,000) and $79,000 loans payable from related parties, net. As of September 30, 2020 and December 31, 2019, the balance of the loans payable was $51,401 and $93,401, respectively. The loans payable are due on demand, unsecured and non-interest bearing as there are no formal agreements executed.
Subordinated Notes Payable
In 2016, the Company issued $350,000 in subordinated notes payable to third parties. The subordinated notes payable were due in 30 to 180 days and incurred interest at 10% per annum. As of September 30, 2020 and December 31, 2019, accrued interest related to the subordinated notes was $144,795 and $118,545, respectively. The Company is currently in default of the subordinated note agreements.
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Convertible Notes Payable
In 2017, the Company received $222,000 in convertible notes payable from related parties. The convertible notes payable are unsecured, were due in 180 days, incur interest at 10% per annum and are convertible at $0.10 per share. As of September 30, 2020 and December 31, 2019, accrued interest related to the convertible notes was $70,638 and $53,988, respectively. On the date of the agreement, Management calculated the beneficial conversion feature in connection with the convertible notes payable and recorded a discount of $222,000. The Company amortized the discount over the term of the convertible notes payable of 180 days. The Company is currently in default on the convertible notes payable.
In 2015, the Company issued $50,000 in convertible notes payable. The convertible notes payable are unsecured, were due in nine months, incur interest at 10% per annum and are convertible at $1.00 per share. As of September 30, 2020 and December 31, 2019, the accrued interest related to the convertible notes was $24,584 and $20,833, respectively. The Company is currently in default on the convertible note payable.
In 2014, the Company issued $400,000 in convertible notes payable. The convertible notes payable are unsecured, due in periods ranging up to one year, incurring interest between 10% to 12% per annum and are convertible at prices ranging from $0.33 to $1.00 per share. In addition, the Company issued 400,000 shares of common stock in connection with the convertible notes payable. The Company had the obligation to repurchase the 400,000 shares of common stock at $1.00 per share within one year of the note issuance date. As of September 30, 2020 and December 31, 2019, the Company held the obligation to repurchase the shares for $400,000. As of September 30, 2020 and December 31, 2019, the accrued interest related to the convertible notes was $216,833 and $186,083, respectively. The Company is currently in default of the note agreements.
In 2008 and 2009, the Company issued $320,000 in convertible notes payable, of which $150,000 was from related parties. The convertible notes payable are currently due on demand, incur interest at 15% per annum, and convertible at $0.60 per share. As of September 30, 2020 and December 31, 2019, accrued interest related to the convertible notes was $552,013 and $516,013 of which $260,250 and $243,375, respectively, was due to related parties. The Company is currently in default of the notes payable agreements.
Notes Payable
In 2020, the Company entered into a note payable with U.S. Small Business Administration for $68,200 in proceeds. The notes payable incurred a $100 fee upon issuance and incurs interest at 3.75% per annum. All payments of principle and interest are deferred for twelve months with the first $333 payment due July 1, 2021. As of September 30, 2020 the balance of the note payable was $68,300 and accrued interest was $640.
In 2016, the Company issued $143,000 in notes payable to third parties. The notes payable were due in ninety days or less. During 2019, the Company paid $36,000 in notes payable. The Company is currently in default of the note agreements.
In 2007 and 2008, the Company entered into notes payable with a related party for $46,000 in proceeds. The notes payable were due on demand and incurred interest at 12% per annum. These were combined into a single note agreement in 2014. As of September 30, 2020 and December 31, 2019, the balance on the note payable was $88,136 and accrued interest related to the note payable was $57,235 and $49,243, respectively. The Company is currently in default of the note payable agreement.
In 2007, the Company entered into note payable with a third party for $128,000 in proceeds. Under the terms of the agreement the holder received a flat interest amount of $37,496. The Company is currently in default of the note payable agreement and the entire amount of $37,496 has been included within accrued interest. Since the note payable did not incur interest, the Company imputed interest at $9,600 and $9,600, respectively, which represented an interest rate of 10% per annum during the nine months ended September 30, 2020 and 2019.
In 2008, the Company entered into a note payable with a third party for $10,000 in total proceeds. The note payable is currently in default and has a flat interest amount due of $21,000. As of September 30, 2020 and December 31, 2019, the Company was in default of the note agreement and the entire amount of $21,000 has been included within accrued interest. Since the notes payable do not incur interest, the Company imputed interest at $750 and $750, respectively, which represented an interest rate of 10% per annum during the nine months ended September 30, 2020 and 2019.
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In 2008, the Company entered into notes payable with a third party for $26,000 in total proceeds. The notes payable have a flat interest amount due of $80,000. During 2015, the Company received another $50,000 from the third party. During 2017, the Company entered into an agreement whereby they would repay the principal and accrued interest in the amount of $145,000 by April 4, 2018 and issue the holders 800,000 shares of common stock. The Company recorded the fair market value of the common stock issued at $336,000 based on the date of issuance as interest expense. Other than the issuance of shares of common stock, the Company did not perform under the agreement. The Company is currently in default of the note agreement.
In 2007, the Company entered into note payable with a third party for $221,800 in proceeds. The note payable is currently in default and incurs interest at 10% per annum. On September 30, 2013, the holder received an arbitration settlement for the principal and accrued interest. As of September 30, 2020 and December 31, 2019, the Company was in default of the arbitration settlement. As of September 30, 2020 and December 31, 2019, accrued interest related to the note payable was $460,072 and $429,861, respectively.
In 2007, the Company entered into note payable with a significant shareholder for $58,600 in proceeds. The note payable is currently due on demand and incurs interest at 10% per annum. As of September 30, 2020 and December 31, 2019, accrued interest related to the note payable was $74,908 and $70,513, respectively. The Company is currently in default of the note agreement.
Two significant shareholders funded the Company’s operations through notes payable in primarily 2009 and 2010 and continue to support operations on a limited basis. The notes payable incur interest at 10% per annum and were due on December 31, 2016. The Company is currently in default of the note agreements. As of September 30, 2020 and December 31, 2019, the aggregate balance of the notes payable was $620,355 and $591,114 accrued interest was $622,382 and $575,480, respectively.
NOTE 7 – RIGHT OF USE ASSET
Lease Agreement
In January 2020, the Company entered into a lease agreement commencing February 8, 2020 for its current facility which expires in 2025. The term of the lease is for five years. The Company also entered into a six month option to purchase its current facility under terms and conditions of the lease. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 12% within the calculation. The following are the expected lease payments as of September 30, 2020, including the total amount of imputed interest related:
Years ended December 31, :
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NOTE 8 - COMMITMENTS AND CONTIGENCIES
Litigation
Shareholder Lawsuit
In March 2016, a significant shareholder (“Plaintiff”) of the Company filed a lawsuit against the Company in the state of California alleging breach of contract, fraud and negligent misrepresentation based on supposed oral promises in 2013 to give Plaintiff’s company shares in exchange for stocks in another company and a 2014 consulting agreement. The Company strongly disputed all claims made in the lawsuit. On April 20, 2017, the Company filed an answer that denied each and every purported allegation and cause of action and further denied that they caused any damage or loss. The Company reached an agreement resulting in a voluntary dismissal of the civil case on July 5, 2017. The Plaintiff was not able to fulfill the proper documentation within the allotted 180 days and the 3,450,000 shares of AppTech Corp stock were properly cancelled in 2019.
Former Shareholders Lawsuits
In April 2014, a shareholder of AppTech filed a lawsuit against the Company in the State of Washington claiming breach of contract related to the sale / transfer of unregistered shares at the time of AppTech acquisition. On August 13, 2014, the Company notified the transfer agent and placed a ’Stop Order’ on the shares. The shareholder claims that the 2.5 million shares received are unrestricted and should be reflected as such. On August 19, 2014, the Company filed a motion to dismiss the lawsuit. The lawsuit was dismissed on October 31, 2014.
In November 2017, two shareholders of AppTech, one who previously filed the 2014 lawsuit in the State of Washington, filed another lawsuit against the Company in the State of California, claiming the same accusations as the previously filed lawsuit which was dismissed. The lawsuit has been transferred to the United States District Court for the Southern District of California. The Company filed the defendants answer, affirmative defenses and counter claims. Management believes that the Plaintiff misrepresented and misled AppTech during the merger. The court has encouraged the parties to settle. Even though the Company believes the lawsuit is without merit and will vigorously defend, the Company has made several offers to settle. On December 19, 2019, the Company entered into a settlement and release agreement. The Company has recorded the liability as of December 31, 2019 for the total obligation of $240,000 to be paid out over three years beginning February 15, 2020. The 2019 impact is recorded in general and administrative expenses. A stipulation for dismissal of action has been filed with the courts. As of September 30, 2020, we are in default on the payment schedule. The plaintiffs have filed a motion to enforce the settlement agreement and we have requested a modified payment schedule from the courts due to the pandemic from the coronavirus outbreak and no settlement has been reached as of the date of the financial statement.
Former Landlord Lawsuit
In September 2018, the landlord for our former office space lease filed a limited civil lawsuit against the Company in the State of California. The Company reached an agreement that resulted in a stipulation for judgment on October 28, 2018. The stipulated judgment was for $42,432 including attorney fees and court costs plus interest for which the Company recorded as a liability as of December 31, 2018. The stipulated judgment was paid in full on August 16, 2019.
Patent Acquisition Lawsuit
In September 2018, a complaint was filed in San Diego superior court for a breach of contract arising from a written agreement for the purchase of a judgment to which AppTech was not a party. The purchase of the judgment was part of the transaction to acquire the patents. AppTech substantially performed under the agreement but the second agreement to extend the final payment was executed under duress. On October 26, 2018, the Company filed an answer that denied each and every purported allegation and cause of action and further denied that they caused any damage or loss. On December 3, 2019, the Company entered into a conditional settlement providing the terms of the conditional settlement have been completed by October 1, 2020. The conditional settlement amount of $150,000 is paid in monthly installments of $15,000. The settlement installments paid for the nine months ended September 30, 2020 was $74,500. On June 19, 2020, resulting from the impact of Covid-19 pandemic, AppTech entered into a modified settlement payment schedule. The November 1, 2020 payment was made timely and we are current on the following modified payment schedule:
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Significant Contract
In August 2020, the Company entered into a strategic partnership with Silver Alert Services, LLC. doing business as Lifelight Systems (“Lifelight”), expanding into the telehealth sphere. The partnership will expand Apptech’s reach into new markets and provide advanced technological solutions for the telehealth and personal emergency response systems markets. The strategic partnership provides a promissory note for up to one million dollars at a rate of three percent upon successful completion of Lifelight’s Personal Emergency Response System (PERS) pilot program. Also Lifelight is granted the right to purchase four million five hundred thousand shares of Apptech Corp. exercisable at $0.01 for one million shares and $0.25 for three million five hundred thousand shares upon the successful completion of the PERS pilot program. In accordance with the agreement, the contract, and all such liabilities and rights, are contingent upon a Lifelight’s successful completion of its PERS pilot program and AppTech securing financing.
In January 2019, the Company entered into an agreement with a broker dealer to provide capital raising activities. Under the terms of the agreement the broker dealer is to make a minimum of $90,000 in advisory fees. In addition, there are various other provisions within the agreement which include a 10% placement fee, warrants to purchase common stock, a 4% transaction fee, etc.
Employee versus Contractor Classification
The Company compensates various individuals as consultants. Annually, these consultants are issued Form 1099s for amounts paid to them. In addition, these consultants do not have arrangements in which specify compensation payable to them. The Company risks potential tax and legal actions if these consultants are deemed to be employees by governmental agencies.
NOTE 9 – STOCKHOLDERS’ DEFICIT
Series A Preferred Stock
The Company is authorized to issue 100,000 shares of $0.001 par value Series A preferred stock (“Series A”). There were fourteen (14) shares of Series A preferred stock outstanding as of September 30, 2020 and December 31, 2019. The holders of Series A preferred stock are entitled to one vote per share on an “as converted” basis on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of Series A preferred stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available, therefore on a pro rata basis according to their holdings of shares of Series A preferred stock, on an as converted basis. In the event of liquidation or dissolution of the Company, holders of Series A preferred stock are entitled to share ratably in all assets remaining after payment of liabilities and have no liquidation preferences. Holders of Series A preferred stock have a right to convert each share of Series A into 780 shares common stock.
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Common Stock
The Company is authorized to issue 1,000,000,000 shares of $0.001 par value common stock. There were 87,821,825 and 84,153,825, respectively, shares of common stock outstanding as of September 30, 2020 and December 31, 2019. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available, therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions against the payment of dividends on common stock. In the event of liquidation or dissolution of the Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities.
During the nine months ended September 30, 2020 and 2019, the Company issued 3,568,000 and 439,500, respectively, shares of common stock to several consultants in connection with business development, accounts payable conversion and professional services. The Company valued the common stock issuances at $2,357,125 and $89,134, respectively, based upon the closing market price of the Company’s common stock on the date in which the performance was complete or issued based upon the vesting schedule and the closing market price of the Company’s common stock on the date of the agreement. The amounts were expensed to general and administrative expenses on the accompanying consolidated statements of operations. The accounts payable conversion was $152,500.
Stock Options
On August 25, 2020, the Company issued an option to purchase 100,000 shares of common stock at $0.25 per share with an expiration date of February 25, 2021. The options were valued at $140,945 and include within stock issued for business development consulting services. The Company valued the options at $140,945 using the Black Scholes valuation model with the following variables; expected volatility of 100%, risk free rate of 0.11%, fair market value of the Company’s common stock of $1.48 on the date of grant, and an expected life of 0.50 years. The option was exercised on August 26, 2020.
Common Stock Repurchase Option
On January 23, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 300,000 shares of common stock from a third party at $0.05 per share. The Company assigned its rights to the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase options were exercised on January 26, 2020 for which the Company received $98,750 in proceeds which was recorded as additional paid-in capital.
On February 26, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 266,115 shares of common stock from a third party at $0.05 per share. The Company assigned its rights to the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option was exercised on February 27, 2020 for which the Company received $25,281 in proceeds which was recorded as additional paid-in capital.
On March 18, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 250,000 shares of common stock from a third party at $0.05 per share. The Company assigned its rights to the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option was exercised on March 19, 2020 for which the Company received $62,500 in proceeds which was recorded as additional paid-in capital.
On April 24, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 55,000 shares of common stock from a third party at $0.05 per share. The Company assigned its rights to the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option was exercised on April 27, 2020 for which the Company received $19,250 in proceeds which was recorded as additional paid-in capital.
On August 26, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 250,000 shares of common stock from a third party at $0.07 per share. The Company assigned its rights to the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option was exercised on August 26, 2020 for which the Company received $45,000 in proceeds which was recorded as additional paid-in capital.
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NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist other than those disclosed below.
On October 1, 2020, the Company entered into a strategic partnership with NEC Payments B.S.C through the deployment of NECP’s technologies, Apptech will extend its product offering to include flexible, scalable and secure payment acceptance and issuer payment processing that supports the digitization of business and consumer financial services and the migration of cash and other legally payment types to distanced and contactless card and real time payment transactions. NECP will assist Apptech to complete the development of its text payment solution and provide best in class software that complements Apptech’s intellectual property. Apptech will also receive licenses to utilize NECP’s digital banking platform, including exclusivity in the United States for its payment acceptance software.
All terms of this agreement are contingent upon Apptech Corp. receiving funding in excess of three million dollars within forty-five days of execution. NECP will be awarded a fifteen percent equity stake in Apptech Corp. on a fully diluted basis.
On October 2, 2020, the Company entered into an independent contractor services agreement with Innovations Realized, LLC to develop a strategic operating plan focused on the design, execution and go to market aspects of the NECP platform to enter the United States market.
On October 21, 2020, the Company entered into an engagement agreement with Emerging Markets Consulting, LLC. to be the investor relations firm for the Company.
On October 14, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 2,000,000 shares of common stock from a third party at $0.20 per share. The Company assigned a portion of the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option for 13,333 shares was exercised on October 14, 2020 for which the Company received $7,333 in proceeds which was recorded as additional paid-in capital.
On October 14, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 2,000,000 shares of common stock from a third party at $0.20 per share. The Company assigned a portion of the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option for 10,000 shares was exercised on October 15, 2020 for which the Company received $5,500 in proceeds which was recorded as additional paid-in capital.
On October 14, 2020, the Company entered into a common stock repurchase option agreement to purchase or assign 2,000,000 shares of common stock from a third party at $0.20 per share. The Company assigned a portion of the repurchase option agreement to a third party in exchange for compensation. The common stock repurchase option for 20,000 shares was exercised on October 29, 2020 for which the Company received $11,000 in proceeds which was recorded as additional paid-in capital.
See note 8 for additional subsequent events.
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Item 2.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 in conjunction with our consolidated financial statements and related notes included elsewhere in this quarterly report. This discussion contains forward-looking statements, such as statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the futureoperating performance of our company andthe products and services we expect to offer andother statements contained herein regarding matters that arenot historical facts. Our Management’s Discussion and Analysis contains not only statements that are historical facts, butalso 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
We intend to simplify and streamline the financial technology industry through innovative payment processing and digital banking technologies to complement ourcore merchant services capabilities. Our company’s merchant services provide financial processing for businesses to accept cashless and/or contactless payments, such as credit cards,ACH, wireless payments, and more. Ourpatented, exclusively licensed and/or proprietary software offers or will offer integrated, advanced solutions for mobile payment processing, multi-use case issuer processing, global marketing and payment facilitation. Our innovative and scalable business model allows for expansive white labeling, SaaS distribution and integrated revenue streams.
Each merchant has unique requirements for payment processing. As a result, we offer a variety of solutions to meet each merchant’s requirements. By considering all aspects of our clients’ business, such as risk, volume, customer service integration capabilities and technical needs, we create optimal processing solutions to fit their needs. We will continue to aggressively seek new merchants as we shift our focus to technological advancement.
We believe the financial services industry is going through a period of intensive change driven by the rapid advancement of technology which is adapting to societal changes and contactless transactions. If positioned properly, our yet to be released technologies are poised to be at the forefront of this change. We believe we will do this by deploying innovative business and consumer digital financial services products.
Through exclusive licensing and partnership agreements with NEC Payments, management believes we will become pioneers in the processing technology industry by supporting tokenized, multi-channel and API-driven transactions. This will further occur through the integration of our merchant services and secure text payment solution with their platform’s extensive digital account and multi-channel issuer payment processing capabilities to form an end-to-end payment acceptance and digital banking solution for SMEs and will power straight-through processing opportunities in the B2B payment space.
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We are expanding our merchant processing services to include enterprise-grade, patent protected software and intellectual property for secure short message system, or SMS, payments and advanced text messaging for lead generation. Our patent protected software and technology managestext messaging for notification, response, authentication, marketing, advertising, information queries and reports. Oursoftware platforms will incorporate advanced intellectualproperty to transact mobile payments via securetext messaging technology, thereby extending merchants’marketplace and avenues to receive payments.
We believe that our technology will greatly increase the adoption of mobile payments and alternate banking solutions in a sector that is shifting towards new technologies related to convenience and contactless payments. Tosucceed, businesses may need to adopt new technologiesto engage, communicate and process payments with their customers.We believe this technological advancement in the payment and banking industries is the precise direction companies are trending towards and we intend for our current and future products to be at the forefront in providing these solutions.
We are also expanding upon our financial technology foundation into the telehealth and remote patient monitoring sectors in response to cultural shifts and new healthcare demands of society. Through a strategic partnership, we will aid in offering personal emergency response and remote patient monitoring services and equipment help ensure the safety of the elderly and injured or sick patients while providing peace of mind to family members, care givers and retirement communities. These solutions increase patient’s access to comprehensive care options and allow medical teams to intervene in a timely manner to avoid more serious health concerns. By providing financial and administrative services we will have the opportunity to receive substantial revenue share from recurring revenue billed through Medicare with the potential for substantial growth and substantial profit margins.
We are an OTCPink Open Market traded corporation headquarteredin Carlsbad, CA. Our stock trades underthe symbol “APCX.” We were foundedin 1998 as Health Express USA, Inc. Our business went through name changes in 2005(CSI Business, Inc.), 2006 (Natural NutritionInc.) and 2009 (AppTech Corp.) In 2013,we merged with Transcendent One, Inc., whereby Transcendent One, Inc. and its managementtook controlling ownership of the Company.From this point forward, wehave operated as a merchant services provider, continuing the business conducted byTranscendent One, Inc. In 2017, we acquired certain assets from GlobalTel Media, Inc., or GTM, which included patented, enterprise-grade software for advanced text messaging. In addition to the software and associated databases,the acquisition included four patents andadditional intellectual property for mobile payments and advanced MFA securityprotocols.
Effects of the COVID-19 Pandemic
The unprecedented and adverse effects of COVID-19, andits unpredictable duration, in the regions wherewe have merchants, employees andconsumers has an adverse effect on our processing volume and may in the future havea material adverse effect on our liquidityand financial condition.
Financial Operations Overview
The followingdiscussion sets forth certain componentsof our statements of operations as wellas factors that impact those items.
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Revenues
Our Revenues.We devise our revenue by providing financial processing services to businesses.
Expenses
Cost of Revenue. 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. General and administrative expenses include professional services, rent and utilities, and other operating costs.
Research and Development. Research and development costs include costs of acquiring patents and other unproven technologies, contractor fees and other costs associated with the development of the SMS short code texting platform, contract and outside services.
Interest Expense, net. Our interest expense consists of interest on our outstanding indebtedness and amortization of debt issuance costs.
Results of Operations
This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the three-month and nine-month periods ended September 2020 and 2019, respectively. We have derived this data from our consolidated financial statements included elsewhere in this registration statement.
The Three Months Ended September 30, 2020
Compared to the Three Months Ended September 30, 2019
The followingtable presents our historical results of operations for the periods indicated:
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The Nine Months Ended September 30, 2020
Compared to the Nine Months Ended September 30, 2019
Revenue
Revenueincreased to $105,357 from $66,532 and $241,367 from $190,411, or 58% and 27%, for the three months and the nine months ended September 30, 2020 from the three months and the nine months ended September 30, 2019. This increase wasprincipally driven by a decrease in processing fees assessed to the Company.
Cost of Revenue
Costof revenue increased to $48,759 from $26,548 and from $103,721 from$75,099, or 84% and 38%, for the three months and the nine months ended September 30, 2020 from the three months and the nine monthsended September 30, 2019. This increase wasdriven primarily by increased residual payouts from increased revenue.
Generaland Administrative Expenses
General andadministrative expenses increased to $1,089,808 from $315,321 and $2,781,912 from $743,210 for the three months and the nine months ended September 30, 2020 from the three months and the nine months ended September 30, 2019, the increase was primarily drivenby stock-based compensation dueto several significant consulting agreements for marketing and professional related services.
Research and Development Expenses
Research and development expenses decreased to $2,999 from $33,212 and $49,250 from $62,350 for the three months and the nine months ended September 30, 2020 from the three months and the nine months ended September 30, 2019. This decreasewas primarily due to various insignificant factors.
Interest Expense,net
Interest expense, net increased to $71,723 from $71,087 and decreased to $213,890 from$217,722 for the three months and the nine months ended September 30, 2020 from the three months and the nine months ended September 30, 2019. The decrease was primarily due to various insignificant factors.
Liquidity and Capital Resources
While the company iscontinuing operations and generating revenues, thecompany’s cash position is not significant enough to support the company’s daily operations. To the extentthat additional funds are necessary to financeoperations and meet our long-term liquidityneeds as we continue to execute our strategy, weanticipate that they can be obtained through additional indebtedness,equity or debt issuances or both. Usingcurrently available capital resources, management believes wecan conduct planned operations for 15 days. Further, management believes we needto raise $4.5M to remain in business for the next 12 months.
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Sincewe derive our revenues principally from processing of purchases from our merchant servicesclients, a downturn in economic activity, such as that associated with the current coronavirus pandemic could continue to reduce the volume ofpurchases we process, and thus our revenues. In addition, such a downturn could cause our merchant customers to cease operations permanently decreasingour payment processing unless new customers were found. We may also face additional difficulty in raising capital duringan economic downturn.
Cash Flows
The followingtable presents a summary of cash flows from operating, investing and financing activities for the following comparative periods.
Cash Flow from Operating Activities
Net cash used in operating activities decreased by $290,001 for the nine months ended September 30, 2020 from the nine months ended September 30, 2019. This increase was principallydriven an increase in accounts payable.
Cash Flow from Investing Activities
Net cashprovided by investing activities increased by$73,411 for the nine months ended September 30, 2020 fromthe nine months ended September 30, 2019. This increase was principally driven by a refundof a deposit.
Cash Flow from Financing Activities
Net cashprovided by financing activities decreasedby $433,519 for the nine months ended September 30, 2020 from nine the monthsended September 30, 2019. This decrease wasprincipally driven by decreased proceeds from the sale of common stock and decreased proceeds from the sale of repurchase options.
Critical Accounting Policies
Ourdiscussion and analysis of our financialcondition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts ofassets, liabilities, revenues and expenses. Onan ongoing basis, weevaluate our estimates including those related to revenue recognition, goodwill and intangibleassets, derivative financial instruments, and equity-based compensation.We base our estimates on historical experienceand on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differfrom these estimates under differentassumptions or conditions.
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Critical accounting policies are those thatwe consider the most critical to understandingour financial condition and results of operations.The accounting policies we believe to be most critical to understanding our financialcondition and results of operations are discussed below. As of September 30, 2020, there have been no significant changes to ourcritical accounting estimates, except asdescribed in Note 2 to our consolidated financial statements.
Recent Accounting Pronouncements
As of September 30, 2020,there have been no significant changesto our recently issued accounting pronouncements, except as described in Note 2 to our consolidated financial statements.
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 facilitateoff-balance sheet arrangements (as thatterm 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 thatcould arise if we had engaged in thosetypes of relationships. We enter intoguarantees in the ordinary course of business related to theguarantee of our own performance.
Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk.
Not applicable for smaller reporting companies.
Item 4. Control and Procedures.
Evaluation of DisclosureControls and Procedures
Under the supervision and with the participation ofour management, including the Chief ExecutiveOfficer and the Chief Financial Officer, weevaluated the effectiveness of the designand operation of our “disclosure controls and procedures” (as definedin Rule 13a-15(e) under the ExchangeAct) as of the end of theperiod 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 effective as ofSeptember 30, 2020.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internalcontrol over financial reporting duringthe nine-month period ended September 30, 2020 that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting.
Limitationson the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute,level of assurance that the objectivesof the control system are met. Further,the design of a control system must reflectthe fact that there are resource constraints, and the benefits of controls must be consideredrelative to their costs. Because of the inherentlimitations in all control systems, noevaluation of controls can provide absolute assurancethat all control issues and instances offraud, if any, have been detected. Becauseof the inherent limitations in any controlsystem, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHERINFORMATION
Item 1. Legal Proceedings
In November2017, two shareholders of AppTech, onewho previously filed a 2014 lawsuitin the State ofWashington, which was dismissed, filed another lawsuitagainst us in the State of California, claiming the sameaccusations as the previously filed lawsuit which was dismissed. The lawsuit has been transferredto the United States District Court for the Southern District of California. We filed an answer, affirmative defenses and counter claims. Management believes that the Plaintiff misrepresented and mislead us during the merger between ourselves and Transcendent One, Inc. The court has encouraged the parties to settle. Even though theCompany believes the lawsuit is without meritand will vigorously defend, the Company has made several offers to settle. On December 19, 2019, theCompany entered into a settlement and releaseagreement. The Company has recorded theliability as of December 31, 2019 forthe total obligation of $240,000 to be paid out over three years beginning February 15, 2020. A stipulation for dismissal of action has been filed with the courts. As of August 14, 2020, we are in default on the payment schedule and have requested a delay in the payment schedule due to the pandemic from the coronavirus outbreak. As of September 30, 2020, we are in default on the payment schedule. The Plaintiffs have filed a motion to enforce the settlement agreement and we have requested a modified payment schedule from the courts due to the pandemic from the coronavirus outbreak and no settlement has been reached as of the date of the financial statement.
In September 2018, a complaint was filed in San Diego Superior Court for a breach of contract arising from a subsequent agreement regarding the purchaseof a judgment for the matter of SvenstonBuelow and Amanda Eliot v. GlobalTel Media. The purchase of the judgment waspart of the transaction in which we acquired our IP portfolio from GlobalTel Media. We substantiallyperformed under the original agreement, but the plaintiffs alleged we breached the subsequent agreement which was executed to extend the final payment. On October 26, 2018, wefiled an answer that denied eachand every purported allegation and cause of action, further denied that they caused any damage or loss and asserted the affirmative defense of duress. We recorded as a liabilityas of December 31, 2019 and 2018 in the amount of $135,000 and $175,000, respectively. On December3, 2019, the parties entered intoa conditional settlement agreement whereby weagreed to pay $150,000 on a payment scheduleending October 1, 2020. Should the repayment enter default without being cured, the courtshall order an entry of judgment in favor of the Plaintiffsin the amount of $175,000 less any amounts paid under the settlement, plus pre-judgment and post-judgment interest, court costs andreasonable attorney fees. On June 19, 2020, resulting from the impact of COVID-19, we entered into a modified settlement payment schedule. We are current on the modified payment schedule.
Item 1A. Risk Factors.
As a smallerreporting company, as defined in Rule12b-2 of the Exchange Act,we are not required to provide the informationrequired by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During2020 year-to-date, we assignedour rights to stock repurchase optionagreements to third parties resultingin net proceeds of $274,614 and $25,000 from warrants exercised. Duringthe nine months ended September 30, 2020, 3,568,000 sharesof common stock were issued to severalconsultants in connection with business development and professional services rendered valued at $2,357,125. Duringthe nine months ended September 30, 2020, no shares of common stock were issuedto members of theBoard of Directors.
All Issuances were exempt from registration requirements of Section 5 of the Securities Act of 1933 as they did not involve a public offering under Section 4(a)(2) and were issued as restricted securities as definedin Rule 144 of the Act.
Item 3. Defaults Upon Senior Securities.
All subordinated notes payable, convertiblenotes payable and notes payable are currently in default.
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Item 4. Mine SafetyDisclosures.
Not Applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
EXHIBIT INDEX
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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)
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Signatures
Pursuant to the requirementsof the Securities and Exchange Actof 1934, the registrant has duly causedthis report to be signed on itsbehalf by the undersigned thereunto duly authorized.
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