Filed 2025-03-31 · Period ending 2024-12-31 · 47,606 words · SEC EDGAR
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# FDCTECH, INC. (FDCT) — 10-K **Filed:** 2025-03-31 **Period ending:** 2024-12-31 **Accession:** 0001641172-25-001853 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1722731/000164117225001853/) **Origin leaf:** e683937aa820d623921a9dfa879e71b7dcb4960e5f72259b633928e6ae2c943e **Words:** 47,606 --- **** **** **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the fiscal year ending December 31, 2024** **OR** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | For the transition period from ______________ to ______________ Commission File No. 000-56338 **FDCTECH, INC.** (Exact name of the small business issuer as specified in its charter) | delaware | | 81-1265459 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | | | | | | 200 Spectrum Center Drive, Suite 300, Irvine, CA | | 92618 | | | (Address of principal executive offices) | | (Zip Code) | | (877) 445-6047 *(Registrants telephone number, including area code)* Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common | | FDCT | | PINK | | Securities registered pursuant to Section 12(g) of the Act: | | Title of each class | | | | | Common Stock, par value $0.0001 | | | Indicate by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding twelve (12) months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): | Large accelerated filer | | | Accelerated filer | | | | Non-accelerated filer | | | Smaller reporting company | | | | Emerging growth company | | | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as of December 31, 2024, of $0.0011 per share, the last business day of the registrants most recently completed fourth quarter, was approximately $429,643. The number of shares of Common Stock, $0.0001 par value of the registrant, outstanding as of March 31, 2025, was 422,584,729. | | | **TABLE OF CONTENTS** | PART I. | | | | ITEM 1 | BUSINESS | 4 | | | ITEM 1 A. | RISK FACTORS | 8 | | | ITEM 1 B. | UNRESOLVED STAFF COMMENTS | 8 | | | ITEM 1 C. | CYBERSECURITY | 9 | | | ITEM 2 | OPERATING LEASES | 9 | | | ITEM 3 | LEGAL PROCEEDINGS | 10 | | | ITEM 4 | MINE SAFETY DISCLOSURES | 10 | | | PART II. | | | | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11 | | | ITEM 6. | SELECTED FINANCIAL DATA | 12 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 13 | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 23 | | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 23 | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 23 | | | ITEM 9A. | CONTROLS AND PROCEDURES | 23 | | | ITEM 9B. | OTHER INFORMATION | 23 | | | PART III. | | | | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 24 | | | ITEM 11. | EXECUTIVE COMPENSATION | 26 | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 27 | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 30 | | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 30 | | | PART IV. | | | | ITEM 15. | FINANCIAL STATEMENT SCHEDULES | 32 | | | ITEM 16. | EXHIBITS | 32 | | | | SIGNATURES | 33 | | | 2 | | **FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K (Form 10-K) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition, operations results, and forward-looking statements are subject to change, inherent risks, and uncertainties. Forward-looking statements may include the words may, could, will, estimate, intend, continue, believe, expect, desire, goal, should, objective, seek, plan, strive or anticipate, as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-K. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend and undertake no obligation to update any forward-looking statements. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated. | 3 | | **PART I** | ITEM 1. | BUSINESS | | **Overview** Under Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Companys commitment to expanding its products and services in the FX and financial markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (fintech) and business solutions to OTC Online Brokerages (customers). The Company is a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries. The company provides a range of proprietary and third-party technology solutions, including its flagship **Condor Trading Technology**, which supports multi-asset trading, risk management, and pricing for forex, equities, commodities, and digital assets. FDCTech follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms. Through its recent acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services. Key subsidiaries include: | | | AD Advisory Services Pty Ltd. (ADS) An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. | | | | | | | | | | Alchemy Markets Ltd. (AML) A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering trading services across multiple asset classes in various European markets. | | | | | | | | | | Alchemy Prime Limited (APL) A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services. | | | | | | | | | | AlchemyTech Ltd. (ATECH) A Cyprus-based technology, sales, and marketing service provider supporting the Companys subsidiaries and affiliated companies. | | FDCTech continues to drive innovation by developing next-generation trading platforms, such as the **Condor Pro Multi-Asset Trading Platform**, and expanding its market reach. The company remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement across global financial markets. Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development. | | (1) | Investment and Brokerage | | **Margin Brokerage (Europe) Alchemy Markets Ltd.** On December 31, 2022, the Company announced the sales purchase agreement (Agreement) under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (New Star) and its operating subsidiary Alchemy Markets Ltd. (AML), formerly known as NSFX Ltd (NSFX). AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). The Company assumed a business acquisition loan liability of $350,000 to purchase the controlling interest in AML. The Company amended the Agreement in June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company closed the acquisition as of June 30, 2023, and consolidated the fair value of AMLs assets and liabilities from June 30, 2023. | 4 | | The Company completed the acquisition of the remaining 49.90% of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI), formerly known as New Star and its subsidiary AML on November 30, 2023 (Acquisition Date), from Alchemy Prime Holdings Ltd. (APHL), through an exchange for 833,621 Series B preferred convertible stocks (Series B Preferred Stock) valued at $1,175,406. The MFSA authorizes AML to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients money and assets. AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time. AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. In May 2024, Mitchell M. Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd. (AML) to oversee operations in Malta. During the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring 5.6 million in client equity. The newly acquired clients are primarily German retail investors trading Contracts for Difference (CFDs) and equities through the Gettex exchange. This acquisition marks the Companys official entry into the German retail market. AML acquired 35 clients from a Cypriot-based brokerage, transferring over $800,000 in client equity. Most of these clients are French, helping the Company establish its foothold in the French market. AML has also secured authorization in terms of Article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities and money market securities, enabling the Company to provide stocks and interest-yielding products. This authorization positions the Company to grow its asset base on deposits and expand its product portfolio. AMLs consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $4,874,820 and $4,351,474, respectively. For the fiscal year ending December 31, 2023, the Company consolidated revenue of AML from December 1, 2023, to December 31, 2023, compared to the full year for fiscal 2024. **Margin Brokerage (UK) Alchemy Prime Ltd.** The Company) completed the acquisition of 100.00% of the issued and outstanding shares of Alchemy Prime Limited (APL) on November 30, 2023 (Acquisition Date) from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $1,362,594. APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland. APLs consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $13,928,364 and $664,579, respectively. For the fiscal year ending December 31, 2023, the Company consolidated revenue of APL from December 1, 2023, to December 31, 2023, compared to the full year for fiscal 2024. **Control Person** Mr. Gope S. Kundnani (Kundnani) is the sole controlling shareholder, holding one hundred percent (100%) shareholding in APHL. | 5 | | | | (2) | Wealth Management AD Advisory Services Pty Ltd. | | On December 22, 2021, the Company entered into a Share Exchange Agreement (the Agreement) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (ADFP or Target). According to the Agreement, the Company acquired a controlling interest of fifty-one percent (51.00%) of ADFPs issued and outstanding shares of capital stock in exchange for 45,000,000 (the Consideration) newly issued restricted common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. (ADS). ADFP owns one hundred percent (100.00%) equity interest in ADS. As a result, the Company owns 51.00% of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022. AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 financial advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers and accountants in Australia and offers financial planners different licensing, compliance, and education solutions to meet their practices specific needs. ADS consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $6,498,404 and $5,927,424, respectively. | | (3) | Technology & Software Development Condor Trading Technology | | The Company provides technology and software development for digital assets. In the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers, and banks. The Company generates revenues by licensing its trading technology infrastructure, including but not limited to trading platforms (desktop, web, mobile), back office, and CRM and banking integration technology. The Company has three sources of revenue. | | | Technology Solutions The Company licenses its proprietary and sometimes resells third-party technologies to customers. Our proprietary technology includes but is not limited to Condor Risk Management Back Office (Condor Risk Management), Condor Pro Multi-Asset Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform, and other digital assets-related solutions. | | | | | | | | | | Customized Software Development The Company develops software for Customers with unique requirements outlined in the Software Development Agreement (Agreement). | | | | | | | | | | Consulting ServicesThe Companys turnkey business solutions include Start-Your-Own brokerage (SYOB), Start-Your-Own Prime Brokerage (SYOPB), and FX/OTC liquidity solutions. | | The Companys Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors. The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers. We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, digital assets, and other financial products. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year ending December 31, 2019. The Company has also developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office. The Companys upgraded Condor Back Office (Risk Management) meets various jurisdictions regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by the European Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018. | 6 | | The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the fourth quarter of the fiscal year ending December 31, 2025. The Company has no patents or trademarks on its proprietary technology solutions. **IT, Sales & Marketing Service Provider (Cyprus)** On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Companys subsidiaries and affiliate companies with information technology, sales, and marketing services. The Company has mandated ATECH to develop, market, and distribute the Condor Pro Multi-Asset Trading Platform to qualified market participants, including brokers, professional traders, hedge funds, and other financial institutions. **** The Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the digital assets and blockchain space. The Company expects to generate additional revenue from its digital asset-related solutions. Such solutions include revenues from the development of a custom digital assets exchange platform for customers, the sale of the non-exclusive source code of the digital assets exchange platform to third parties, white-label fees of digital assets exchange platforms, and the sale of aggregated digital assets data price feed from various digital assets exchanges to OTC brokers. The Company initially plans to develop the technology architecture of the digital assets exchange platform for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers. The Company develops these projects to meet the customers design criteria and performance requirements. The Company does not mine any digital assets or trade or act as a counterparty in digital assets in the United States. Consequently, the Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with the Financial Crimes Enforcement Network (FinCEN) and respective States money transmission laws. The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer since the Company is not a broker-dealer, nor does it intend to become a broker-dealer. Customers sometimes compensate us in Bitcoin through our custodian, Gemini Trust Company, LLC (Gemini). Gemini is a licensed New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services. The Company has fourteen (14) licensing agreements for its Condor Pro Multi-Asset Trading Platform during the fiscal year ending December 31, 2024. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions. The consolidated revenues for Technology and Software Development for the fiscal year ending December 31, 2024, and 2023 were $1,642,130 and $1,811,423, respectively. | 7 | | **Termination of CIM Acquisition** On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent (51.00%) equity interest in CIM Securities, LLC (CIM Securities), a FINRA and SIPC member firm. On September 30, 2022, the Company signed a definitive agreement pending regulatory approval, paid a $20,000 non-refundable deposit, and transferred $180,000 to the escrow account to complete the transaction. The Company filed the CMA form with FINRA in February 2023. Once the Company receives approval from FINRA and pays the balance of $180,000, it will start consolidating income statements and balance sheets as it holds the controlling interest in CIM Securities. On July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in a change of ownership in the CMA application. The Company believes that this would cause further delays in the approval process. Our board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize shareholder value. **** **Governmental Regulation** FDCTech is a publicly traded company subject to SEC and FINRAs rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for financial services providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). APL is an investment firm regulated by the Financial Conduct Authority (FCA). **Board of Directors** Micthell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. Effective January 1, 2021, Naim Abdullah resigned as the Director of the Company. On June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Companys Board of Directors. Effective August 24, 2021, the Company terminated the appointment of Warwick Kerridge from the Board of Directors. Upon the termination of Mr. Kerridge, the Company currently had four members on its Board of Directors. Mitchell M. Eaglstein shall be the acting Executive Chairman of the Company. On June 15, 2021, the Board of Directors of the Company increased the size of the Board from three to four directors and appointed Jonathan Baumgart, age 39, as the Director. Mr. Baumgart is independent under the Companys independence criteria for members of its Board of Directors. On July 6, 2021, the Board of Directors of FDCTech, Inc. (the Company) increased from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini was considered independent under NYSE and NASDAQ listing standards. On November 30, 2021, Charles R. Provini, a member of the Board of Directors of FDCTech, Inc. (the Company), notified the Company of his intention to voluntarily resign from the Companys Board of Directors effective November 30, 2021. Mr. Provini did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices. Upon the resignation of Mr. Provini, the Company currently has three members of the Board of Directors. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four members on its Board of Directors. Mr. Kundnani is a seasoned entrepreneur with several decades of experience building successful businesses in the United States, the Middle East, and the United Kingdom. From May 2018 to the present, Mr. Kundnani was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA). From December 2018 to the present, Mr. Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial services company regulated by the FCA. From May 2004 to April 2008, Mr. Kundnani was the Director of Tristar Group, responsible for investing and acquiring small retail businesses in the Texas region. From February 1999 to the present, Mr. Kundnani has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the companys executive directors and officers. Gope S. Kundnani is considered an executive director by owning at least 10% of the Companys stock. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. **Ukraine-Russia Conflict** The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russias invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. We relocated our personnel to Turkey, which is currently considered a neutral zone. No individual associated with the Company is banned or under the Special Designated Nationals and Blocked Person list. If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia. If we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively impact the Companys business plans. As of the date of this report, there has been no disruption in our operations. | ITEM 1A. | RISK FACTORS | | Our Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this Item. | ITEM 1B. | UNRESOLVED STAFF COMMENTS | | None. | 8 | | | ITEM 1C. | CYBERSECURITY | | The Company is committed to protecting the personal data shared by its clients and partners. The Company employs a combination of industry-standard security technologies, procedures, and organizational measures to safeguard personal data from unauthorized access, use, or disclosure. Employees receive extensive training to ensure the privacy and confidentiality of client information. The Companys Board of Directors possesses a foundational understanding of cybersecurity matters, reflecting the companys ongoing commitment to safeguarding its financial technology infrastructure. While board members may not currently hold formal cybersecurity certifications such as CISSP or CISM, several directors have prior experience in managing technology-driven businesses where data security and regulatory compliance were integral to operations. The Board remains actively engaged in cybersecurity oversight through regular updates from senior management, including the Chief Technology Officer and other executives responsible for information security. These updates typically cover threat assessments, system vulnerabilities, incident response protocols, and regulatory developments. This communication ensures that the Board is informed of emerging risks and can provide appropriate strategic guidance in alignment with the Companys overall risk management framework. In its privacy policy, the Company outlines its data-sharing practices, stating that personal data is not sold or rented to third parties without permission. The company may disclose personal data in response to legal requirements or to establish or exercise its legal rights. Additionally, the Company may collect and share personal data to investigate, prevent, or take action regarding illegal activities, suspected fraud, or situations involving potential threats. As a developer of regulatory-grade financial technology, the Company ensures that its cybersecurity measures align with relevant regulations and standards. The companys subsidiaries, such as Alchemy Markets Ltd. and Alchemy Prime Limited, are regulated by financial authorities like the Malta Financial Services Authority (MFSA) and the UKs Financial Conduct Authority (FCA), respectively. Compliance with these regulatory bodies necessitates adherence to stringent cybersecurity protocols to protect client data and maintain the integrity of financial operations. While the Company implements robust cybersecurity measures, it acknowledges the inherent risks associated with cyber threats. Potential risks include unauthorized access, cyberattacks, and data breaches, which could lead to financial loss, reputational damage, and regulatory penalties. The company continuously assesses and enhances its cybersecurity framework to mitigate these risks and protect stakeholders interests. In summary, the Company prioritizes cybersecurity through comprehensive measures, regulatory compliance, and ongoing risk management to safeguard its operations and client data. | ITEM 2. | OPERATING LEASES | | **Current Operating Leases** **Irvine Lease, California, USA (Companys Headquarter)** Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (Agreement), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as Renewal Term). The Commitment Term and all subsequent Renewal Terms shall constitute the Term. The Company may terminate this Agreement by delivering to the lessor Form (Exit Form) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (Termination Effective Month). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $95 per month compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **Brisbane, Australia (ADS Office)** Effective January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is around $125 per month and is included as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. | 9 | | **Limassol, Cyprus Lease (Companys Executive Rental)** From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is $1,750, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is approximately $3,500, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased office space for its CEO. The offices monthly rent payment is $3,500, which is included in the general and administrative expenses. The down payment for the lease was approximately $6,300. The lease is for one year and is renewable two months before the term ends in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842. **Limassol, Cyprus Lease, Europe (ATECH Office)** Effective August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the Sublessor) and AlchemyTech Ltd (the Sublessee), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026. The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5% increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of 192,000 over the lease term, which is payable in monthly installments of 8,000 (or $8,600) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. **St. Julian, Malta (AML Office)** Effective July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as Renewal Term). The term and all subsequent renewal terms shall constitute the Term. AML may terminate this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office is 1,659 per. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **Tel Aviv, Israel (AML Sales Office)** Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and conference room usage. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of $4,500 (including VAT). Additionally, an advance deposit of $6,300 was paid as security for the Companys obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises with prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **London, United Kingdom (APL Office)** Effective December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London, EC1V BAR. The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy Prime Limited, as the tenant. The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent of 112,500 (or $12,000 monthly), payable in quarterly installments. APL is also liable for service charges, insurance rent, and maintenance responsibilities as specified in the agreement. The lease includes an option to terminate (Break Clause) on or after 2026, provided that a four-month prior written notice is given. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. Rental expenses are included in General and Administrative costs. | ITEM 3. | LEGAL PROCEEDINGS | | There is no material pending legal or governmental proceedings other than ordinary routine litigation incidental to the business. The Company or any of its subsidiaries is a party, or their property is the subject. | ITEM 4. | MINE SAFETY DISCLOSURES. | | Not applicable. | 10 | | **PART II** | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | | **Market Information** Effective October 24, 2019, Financial Industry Regulatory Authority, Inc. (FINRA) pursuant to FINRA Rule 6432 and Rule 15c2-11 under the Securities Exchange Act of 1934, determined that Glendale Securities, Inc. (Glendale) demonstrated compliance with FINRA Rule 6432, and Glendale might initiate a priced quotation of the Companys stock at $0.1500 Bid, $0.1600 Ask on OTC Link ATS for the Company under the trading symbol - FDCT. OTC Bulletin Board and OTC Link quote our stock under OTCQ: FDCT. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through the communication of bids, offers, and confirmations between broker-dealers and (ii) securities admitted to the quotation are offered by one or more broker-dealers rather than the specialist common to stock exchanges. **Quarterly Stock Performance:** Our common stock is traded on the OTC Bulletin Board under the ticker symbol OTCQB: FDCT. The following table presents the high and low sale prices for our common stock for each quarter of the last fiscal year, as reported on the OTC Bulletin Board: | Fiscal | | First Quarter | | | Second Quarter | | | Third Quarter | | | Fourth Quarter | | | | | | High | | | Low | | | High | | | Low | | | High | | | Low | | | High | | | Low | | | | 2024 | | $ | 0.035 | | | $ | 0.0106 | | | $ | 0.0274 | | | $ | 0.001 | | | $ | 0.014 | | | $ | 0.000 | | | $ | 0.010 | | | $ | 0.000 | | | | 2023 | | $ | 0.024 | | | $ | 0.0074 | | | $ | 0.0157 | | | $ | 0.011 | | | $ | 0.014 | | | $ | 0.007 | | | $ | 0.046 | | | $ | 0.006 | | | Our stock commenced trading in June 2020. **Holders** Globex Transfer, LLC, our transfer agent, indicates that as of December 31, 2024, we had 229 record holders of our Common Stock. As of March 31, 2025, we had 422,584,729 shares of our Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,361,844 shares of Series B Preferred Stock, and issued and outstanding. Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative votes per share on all matters presented to our stockholders for action. Holders of Series A Preferred Stock have no right to convert into the Companys common stock. The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Companys common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Companys common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. **Dividends** The Company did not declare any cash dividends for the December 31, 2024, fiscal year. The Companys Board of Directors, composed of Mitchell Eaglstein, Imran Firoz, Jonathan Baumgart, and Gope S. Kundnani, has determined that it does not anticipate declaring or distributing cash dividends in the foreseeable future. The Board of Directors decides the declaration, payment, timing, and amount or number of future dividends. The dividends will depend upon, among other things, the results of our operations, cash flows, financial condition, operating and capital requirements, and other factors the Board of Directors considers relevant. There is no assurance that the Company will pay any future dividends. If the Company decides to pay dividends, there is no assurance concerning dividends. **Securities Authorized for Issuance under Equity Compensation Plans** On March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 21, 2024 (the Record Date) of the common stock, $0.0001 par value per share (the Common Stock), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the Board) and by written consent of the holders of a majority of the voting power of Companys issued and outstanding capital stock (the Approving Stockholders): | | 1. | To amend our certificate of incorporation, as amended (the Certificate), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the Authorized Share Increase), | | | | | | | | | 2. | Authorize our Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding common stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board. | | | | | | | | | 3. | To approve the Companys 2023 Stock Incentive Plan (the 2023 Stock Incentive Plan). | | | 11 | | On February 21, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Companys voting power to approve the actions described in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the DGCL) and our bylaws. On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders (common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company. Since the Board and a majority of shareholders have approved, all necessary corporate actions have been authorized. We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and the accompanying notice are mailed to our stockholders. Our Board can cancel one or both Corporate Actions for any reason before their effective date. As of December 31, 2024, the Company has a 2023 Stock Incentive Plan. On February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 10, 2022 (the Record Date) of the common stock, $0.0001 par value per share (the Common Stock), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the Board) and by written consent of the holders of a majority of the voting power of Companys issued and outstanding capital stock (the Approving Stockholders): 1. To amend our certificate of incorporation, as amended (the Certificate), to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000 (the Authorized Share Increase and together with the 2022 Equity Plan, the Corporate Action), and 2. To approve the Companys 2022 Equity Plan (the 2022 Equity Plan) On February 10, 2022, the Board of Directors unanimously sanctioned the Corporate Actions. In accordance with Sections 228 and 242 of the Delaware General Corporation Law (the DGCL) and our bylaws, the Company opted to secure the written consent of a majority of its voting power to approve the actions outlined in the Information Statement. On February 10, 2022, the Approving Stockholders formally approved the Corporate Actions in writing. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Companys total issued and outstanding voting power. **Recent Sales of Unregistered Securities** All of the Companys recent sales of unregistered securities within the past three years were reported previously as required in Quarterly Reports on Form 10-Q, 10-K, and reports on Form S1-A filed July 26, 2018. | ITEM 6. | SELECTED FINANCIAL DATA | | [Reserved]. | 12 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | **This Annual Report Form 10-K contains forward-looking statements. Our actual results could differ materially from those set forth due to general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.** The Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities, digital assets, social/copy trading, and other high-growth fintech markets. From December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size legacy financial services companies. The Company intends to build a diversified global software-driven financial services company. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company replaces conventional legacy software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience, increase client retention, and realize cost synergies. The Company is a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries. The company provides a range of proprietary and third-party technology solutions, including its flagship **Condor Trading Technology**, which supports multi-asset trading, risk management, and pricing for forex, equities, commodities, and digital assets. FDCTech follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms. Through its recent acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services. Key subsidiaries include: | | | AD Advisory Services Pty Ltd. (ADS) An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. | | | | | | | | | | Alchemy Markets Ltd. (AML) A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering trading services across multiple asset classes in various European markets. | | | | | | | | | | Alchemy Prime Limited (APL) A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services. | | | | | | | | | | AlchemyTech Ltd. (ATECH) A Cyprus-based technology, sales, and marketing service provider supporting the Companys subsidiaries and affiliated companies. | | FDCTech continues to drive innovation by developing next-generation trading platforms, such as the **Condor Pro Multi-Asset Trading Platform**, and expanding its market reach. The company remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement across global financial markets. Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development. | 13 | | **Investment and Brokerage (Europe and UK)** AML is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients money and assets. AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time. AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. In May 2024, Mitchell M. Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd. (AML) to oversee operations in Malta. APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, and safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets. It is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland. Investment and Brokerage (Trading Revenues) & Gross Margins*: | | | Fiscal year ending December 31, 2024 (Audited) | | | Fiscal year ended December 31, 2023* (Audited) | | | | Revenue, $ | | | 18,803,184 | | | | 5,016,053 | | | | Cost of sales, $ | | | 8,802,990 | | | | 1,146,029 | | | | Gross Profit (loss), $ | | | 10,000,194 | | | | 6,507,042 | | | | Gross Margins | | | 53.18 | % | | | 77.15 | % | | * The Company consolidated AMLs revenues from July 1, 2023, to December 31, 2023. The Company has consolidated APLs revenue from December 1, 2023, to December 31, 2023. **Wealth Management Business** On December 22, 2021, the Company entered into a Share Exchange Agreement (the Agreement) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (ADFP or Target). According to the Agreement, the Company acquired 51% of ADFPs issued and outstanding shares of capital stock in exchange for 45,000,000 (the Consideration) newly issued restricted common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. ADFP owns one hundred percent (100%) equity interest in AD Advisory Services Pty Ltd (ADS). As a result, the Company is a 51% owner of ADS. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for financial services providers. ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers & accountants in Australia. ADS offers financial planners different licensing, compliance, and education solutions to meet their practices specific needs. Wealth Management Revenue & Gross Margins: | | | Fiscal year ending December 31, 2024 (Audited) | | | Fiscal year ending December 31, 2023 (Audited) | | | | Revenue, $ | | | 6,498,404 | | | | 5,927,424 | | | | Cost of sales, $ | | | 5,925,652 | | | | 5,338,510 | | | | Gross Profit (loss), $ | | | 572,752 | | | | 588,914 | | | | Gross Margins | | | 8.81 | % | | | 9.94 | % | | | 14 | | **Technology & Software Development Business** For the nine months ended December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions. The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the first quarter of the 2025 fiscal year. **IT, Sales & Marketing Service Provider (Cyprus)** On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Companys subsidiaries and affiliate companies with information technology, sales, and marketing services. The Company has mandated ATECH to develop, market, and distribute the Condor Pro Multi-Asset Trading Platform to qualified market participants, including brokers, professional traders, hedge funds, and other financial institutions. Technology & Software Development Revenue & Gross Margins: | | | Fiscal year ending December 31, 2024 (Audited) | | | Fiscal year ending December 31, 2023 (Audited) | | | | Revenue, $ | | | 1,642,130 | | | | 1,811,423 | | | | Cost of sales, $ | | | 173,708 | | | | 22,503 | | | | Gross Profit (loss), $ | | | 1,468,422 | | | | 1,788,920 | | | | Gross Margins | | | 89.42 | % | | | 98.76 | % | | **CIM Acquisition Termination** On July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in a change of ownership in the CMA application. The Company believes that this would cause further delays in the approval process. Our board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize shareholder value. **Bank Acquisition Termination** In April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company shall pay the community bank a sum of $100,000 in six equal installments of $15,000 and one final payment of $10,000 from April 2024 to November 2024. **Consolidated Financial Summary** The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. For the fiscal year ending December 31, 2024, and 2023, the Company generated $26,943,718 and $12,754,900 in revenues, an increase of over 111.24%. At December 31, 2024, the Company had a cash balance of $24,781,389 and an accumulated deficit of $2,563,620. **Financial Condition at December 31, 2024** On December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,563,620, $24,781,389, and $9,417,247, respectively. Even though we believe that our cash balance is sufficient to fund our operations and growth, the Company plans to raise additional capital as disclosed in Subsequent Events. The Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond the fiscal year 2024. **** **Financial Condition at December 31, 2023** On December 31, 2023, the accumulated deficit, cash balance, and working capital deficit were $2,643,647, $31,316,461, and $7,460,959, respectively. On November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million. The Company has issued the Series A Preferred stock to Kundnani. On November 30, 2023, Kundnani purchased 50,000,000 Common stock of the Company for $5.5 million. The Company has issued the Common Stock to Kundnani. The Company expects to receive funds by the end of April 2024. | 15 | | **RESULTS OF OPERATIONS** **For the fiscal year ending December 31, 2024, compared to the fiscal year ending December 31, 2023** **Revenues** **** The revenues generated for the fiscal year ending December 31, 2024, and 2023 were $26,943,718 and $12,754,900, respectively. The increase in revenue was mainly due to the consolidation of AMLs trading revenue as of June 30, 2023. During the fiscal year ending December 31, 2024, and 2023, the Company incurred a net profit and a net loss of $80,027 and $1,573,176, respectively. The decrease in net profit was mainly due to investment and brokerage businesss net profit from July 1, 2023, to December 31, 2023. The total revenue breakdown for the fiscal year ending December 31, 2024, and 2023 is below: | | | Fiscal year ending December 31, 2024 (Audited) | | | Fiscal year ending December 31, 2023 (Audited) | | | | Technology & Software Development | | $ | 1,642,130 | | | $ | 1,811,423 | | | | Wealth Management | | | 6,498,404 | | | | 5,927,424 | | | | Investment and Brokerage* | | | 18,803,184 | | | | 5,016,053 | | | | Total, $ | | | 26,943,718 | | | | 12,754,900 | | | | | | | | | | | | | | | | | Fiscal year ending December 31, 2024 (Audited) | | | Fiscal year ending December 31, 2023 (Audited) | | | | Technology & Software Development | | | 6.09 | % | | | 14.20 | % | | | Wealth Management | | | 24.127 | % | | | 46.47 | % | | | Investment and Brokerage* | | | 69.79 | % | | | 39.33 | % | | | Total | | | 100.00 | % | | | 100.00 | % | | *****Trading Revenue **** For the fiscal year ending December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) active technology and software development customers. **** **General and administrative expenses** During the fiscal years ended December 31, 2024, and 2023, the Company incurred General and administrative expenses (G and A) of $11,191,357 and $2,943,913, respectively. The increase in G and A costs for the fiscal year ending December 31, 2023, was mainly due to the inclusion of G and A of AML, APL, and ATECH, for the full year for the period ending December 31, 2024, compared to inclusion of such expenses from the transaction date of AML (June 30, 2023), APL (November 30, 2023), and ATECH (March 19, 2024). The G and A expenses were 41.54% and 23.08% of the fiscal revenue for the fiscal year ending December 31, 2024, and 2023. **Sales & marketing expenses** **** The Company incurred $1,466,616 and $1,512,790 in sales, marketing, and advertising costs (sales and marketing) for the fiscal year ending December 31, 2024, and 2023, respectively. The sales, marketing, and advertising expenses represented 5.44% and 11.86% of the sales for the fiscal year ending December 31, 2024, and 2023, respectively. | 16 | | **Depreciation and Amortization expenses** The depreciation expenses for furniture and computers for the year ended December 31, 2024, and 2023, were $186,350 and $213,910. Amortization expenses were $0 and $22,503 for the fiscal year ending December 31, 2024, and 2023, respectively, and the Company has included them in the Cost of sales expense. **Office Facility and Other Operating Leases** The rental expenses were $543,325 and $25,438 for the fiscal year ending December 31, 2024, and 2023. The increase in rental costs for the fiscal year ending December 31, 2024, was mainly due to the inclusion of rental of AML, APL, and ATECH, for the full year for the period ending December 31, 2024, compared to inclusion of such expenses from the transaction date of AML (June 30, 2023), APL (November 30, 2023), and ATECH (March 19, 2024). **Irvine Lease, California, USA (Companys Headquarter)** Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (Agreement), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as Renewal Term). The Commitment Term and all subsequent Renewal Terms shall constitute the Term. The Company may terminate this Agreement by delivering to the lessor Form (Exit Form) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (Termination Effective Month). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $95 per month compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **Brisbane, Australia (ADS Office)** Effective January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is around $125 per month and is included as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. | 17 | | **Limassol, Cyprus Lease (Companys Executive Rental)** From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is $1,750, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is approximately $3,500, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased office space for its CEO. The offices monthly rent payment is $3,500, which is included in the general and administrative expenses. The down payment for the lease was approximately $6,300. The lease is for one year and is renewable two months before the term ends in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842. **Limassol, Cyprus Lease, Europe (ATECH Office)** Effective August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the Sublessor) and AlchemyTech Ltd (the Sublessee), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026. The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5% increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of 192,000 over the lease term, which is payable in monthly installments of 8,000 (or $8,600) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. **St. Julian, Malta (AML Office)** Effective July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as Renewal Term). The term and all subsequent renewal terms shall constitute the Term. AML may terminate this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office is 1,659 per. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **Tel Aviv, Israel (AML Sales Office)** Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and conference room usage. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of $4,500 (including VAT). Additionally, an advance deposit of $6,300 was paid as security for the Companys obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises with prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **London, United Kingdom (APL Office)** Effective December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London, EC1V BAR. The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy Prime Limited, as the tenant. The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent of 112,500 (or $12,000 monthly), payable in quarterly installments. APL is also liable for service charges, insurance rent, and maintenance responsibilities as specified in the agreement. The lease includes an option to terminate (Break Clause) on or after 2026, provided that a four-month prior written notice is given. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. Rental expenses are included in General and Administrative costs. | 18 | | **** **Right-of-Use Assets and Lease Liabilities** The Companys subsidiaries APL and ATECH have entered into operating lease agreements for its facilities and equipment. The right-of-use asset (ROU) is measured at the present value of the lease payments over the lease term, adjusted for lease incentives, initial direct costs, and any lease payments made at or before the commencement date. As of December 31, 2024, the ROU is $711,928. Lease liabilities are measured at the present value of the remaining lease payments, discounted using the Companys incremental borrowing rate (10.00%) at the lease commencement date. The Operating Lease Liability was estimated to be $319,656 current and $392,273 noncurrent. The lease expense for the fiscal year ending December 31, 2024, consists of an operating lease expense of $543,325. This increase reflects the inclusion of all leases for the Company and its subsidiaries through December 31, 2024. The Company has included all rental expenses in the General and Administrative costs. The Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain not to be exercised. The discount rate of 10.00% used to measure the lease liabilities was determined based on the Companys incremental borrowing rate, as the rate implicit in the lease is not readily determinable. **LIQUIDITY AND CAPITAL RESOURCES** On December 31, 2024, and 2023, we had a cash balance of $24,781,389 and $31,316,461, respectively. At December 31, 2024, and 2023, the working capital surplus was $9,417,247 and $7,460,959, respectively. The increase in the working capital surplus was mainly due to the consolidation of AML and APL, resulting in an increase of current assets over current liabilities as of December 31, 2024. We generate a substantial portion of our operating income outside the United States, and this income is indefinitely reinvested in foreign jurisdictions. Consequently, as outlined under Cash and Cash Equivalent, the majority of our cash and short-term investments are held by our foreign subsidiaries. At present, we do not intend to repatriate these funds and do not foresee a need to do so. The company maintains multiple sources of liquidity, including cash flow from operations, potential capital raises, and strategic financing arrangements. FDCTech is actively managing its working capital to support ongoing business expansion, including the development of its **Condor Trading Technology**, regulatory compliance initiatives, and integration of newly acquired entities. Key liquidity factors include: | | | Operating Cash Flow: The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue growth. | | | | | | | | | | Capital Expenditures: Investment in proprietary trading platforms and software development remains a priority. | | | | | | | | | | Financing Activities: FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its expansion. Future capital-raising efforts may be necessary to fund acquisitions and market expansion. | | Management believes that **existing cash reserves**, coupled with expected revenue growth and potential financing opportunities, will provide adequate liquidity to meet operational and strategic needs. However, external market conditions, regulatory changes, and acquisition-related expenditures could impact future liquidity requirements. We anticipate that our existing domestic cash, short-term investments, and cash flows from operations will be sufficient to fund our domestic operating activities and fulfill our cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayments, and capital expenditures, for at least the next 12 months and for the foreseeable future. | 19 | | Should we require additional capital in the United States beyond what our domestic operations generatefor instance, to fund significant discretionary activities such as business acquisitions or share repurchaseswe could choose to repatriate future earnings from foreign jurisdictions or raise capital within the United States through debt or equity issuances. These alternatives may result in higher effective tax rates, increased interest expenses, or dilution of our earnings. We have previously borrowed funds domestically and believe that we can continue to do so at reasonable interest rates. Over the next 12 months, the Company will continue investing in sales, marketing, product development, and technology solutions to enhance customer service and expand its market presence. Capital expenditures are anticipated to rise to $1.000,000. This allocation will encompass working capital, software development, sales and marketing initiatives, as well as infrastructure enhancements, including the procurement of computers and servers. The company expects that its existing cash reserves, cash equivalents, operational cash flows, and access to private equity and capital markets will be sufficient to fund operations for at least the next 12 months. These resources will support continued business operations, including debt obligations and significant capital expenditures. However, achieving sustainable revenue growth may require additional funding, and there is no guarantee that financing will be available on favorable terms. If additional capital is needed, the company may seek to restructure or refinance existing debt, secure financing from financial institutions, or raise funds through private equity or debt issuance. FDCTech remains committed to expanding its operations while exploring strategic funding opportunities to support long-term growth. **Initial Seed Funding in 2016** Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder. Effective June 1, 2017, we raised $98,000 through our common stocks private placement to our officers, directors, friends, relatives, and business associates. Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (FRH). The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019. The Notes were initially convertible into common stock at $0.10 per share but may be discounted under certain circumstances. In no event will the conversion price be less than $0.05 per share, with a maximum of 20,000,000 shares. **Going Public in 2019** From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $4,950. The Company closed its offering effective February 26, 2019. **PPP and SBA Funding in 2020** On May 01, 2020, the Company received proceeds of $50,632 from the Promissory Note (PPP Note) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). On May 22, 2020, the Company received proceeds of one hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900). On July 15, 2020, the Company engaged Kingswood Capital Markets, a Benchmark Investments division, Inc., as its exclusive general financial advisor for strategic corporate planning and investment banking services. On August 25, 2020, the Company and Broker-Dealer terminated all obligations other than maintaining confidentiality with no fees to the Broker-Dealer. The Broker-Dealer agreed to return the 2,745,053 shares of the Companys common stock. On September 02, 2020, the Company engaged Garden State Securities Inc. (GSS) as its exclusive advisor for the private placement of debt or equity securities to fulfill the Companys business plan and an offering of debt securities to assist in the Companys acquisition strategy. On October 05, 2021, the Company and GSS terminated all obligations other than maintaining confidentiality, with no fees to the GSS. The Broker-Dealer agreed to return the 1,750,000 shares of the Companys common stock. | 20 | | **** **Settlement of FRH Debt and Equity Line of Credit (Investment Agreement) in 2021** On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for the issuance of 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, also owned by Mr. Hong. On September 27, 2021, the Company engaged EF Hutton, a division of Benchmark Investments, LLC (EF Hutton). EF Hutton will act as lead underwriter, deal manager, and investment banker for the proposed firm commitment public offering and uplisting (Offering) by the Company in connection with the offering of the Companys equity, debt, or equity derivative instruments (the Securities). The Company engagement expired as of December 31, 2022. On October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or issuable to selling shareholders for up to $2,200,000, including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii) up to 20,000,000 issuable to White Lion Capital, LLC (White Lion), according to a Purchase Notice Right under an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement. From October 2021 to February 2022, the Company executed five Purchase Notice Rights under an Investment Agreement with White Lion and received a net of $38,824 after deducting financing costs associated with the Investment Agreement. **Investment Agreement, Promissory Note, Related Party Investments in 2022** From January 2021 to February 2022, the Company executed five Purchase Notice Rights under an Investment Agreement with White Lion and received a net of $33,596 after deducting financing costs associated with the Investment Agreement. From October 2021 to February 2022, the Company received $72,420 from the Investment Agreement. On January 27, 2022, the Company signed a promissory note (AJB Note) with AJB Capital Investments, LLC (AJB Capital), a Delaware limited liability company, for the principal amount of $550,000 with a maturity date of July 27, 2022, and a coupon of 10%. The parties extended the AJB Note maturity date by another six months till January 23, 2023. As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US $155,000 of the Companys common stock. The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the Shares) and 1,000,000 3-year cash warrants (Warrants) priced at $0.30. The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of the agreement. In April 2022, the Company engaged CIM Securities, LLC as its private placement agent to raise capital. The Company did not raise any funds. On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000 to Kundnani, considered a related party. **Related Party Investments and Acquisitions in 2023** On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the AJB Note valued at $60,525. On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related party. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000. At July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities as future events may result in a change of ownership in the CMA application. The Company terminated the escrow agreement and released $180,000 to increase cash on hand. On November 30, 2023, Kundnani, considered a related party, purchased 2,500,000 Series A Preferred stock of the Company for $2.5 million. The Company has issued the Series A Preferred stock to Kundnani. On November 30, 2023, Kundnani purchased 50,000,000 Common stock of the Company for $5.5 million. The Company has issued the common stock to Kundnani. The Company expects to receive funds by the end of April 2024. **GOING CONCERN CONSIDERATION** We have generated revenues of $26,943,718 for the fiscal year ending on December 31, 2023. As of December 31, 2024, and 2023, the Company had an accumulated deficit of $2,563,620 and $2,643,647. Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ending December 31, 2024, and 2023 regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in the Company being unable to continue as a going concern. | 21 | | **Critical Accounting Policies and Significant Judgments and Estimates** We have based our managements discussion and analysis of our financial condition and operations results on our financial statements, which we have prepared following the U.S. Generally Accepted Accounting Principles (GAAP). In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Our actual results could differ from these estimates, and such differences could be material. We have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K/A for the fiscal year ending December 31, 2023, filed with the SEC on October 15, 2024. We continuously evaluate our critical accounting estimates and judgments required by our policies and update them as appropriate based on changing conditions. **JOBS Act Accounting Election** We are an *emerging growth company*, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards after enacting the JOBS Act until those standards apply to private companies. As an emerging growth company, we may delay adopting certain accounting standards until they apply to private companies. **Off-Balance Sheet Arrangements and Contractual Obligations** We have not engaged in any off-balance sheet arrangements defined in Item 303(c) of the SECs Regulation S-B. We had no relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. **Recent Accounting Pronouncements** The ASU amendments are effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. We have adopted ASC 606 - Revenue Recognition from January 1, 2019, and Amended ASU 2016-02, Leases (Topic 840) from January 1, 2020. The ASU is currently not expected to have a material impact on our consolidated financial statements. We believe the accounting policies described in Note 2 are critical to the judgments and estimates used to prepare our financial statements. As a result, we have described significant accounting policies in more detail in Note 2 of our annual financial statements included in our 10-K for the fiscal year ending December 31, 2023, filed with the SEC on May 5, 2023. | 22 | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. | | Not Applicable. | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | | All financial statements required by this Item are presented beginning on Page F-20 and are incorporated herein by this reference. | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | | None. | ITEM 9A. | CONTROLS AND PROCEDURES. | | **Evaluation of Disclosure Controls and Procedures** Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the Certifying Officers), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective at the end of the period covered by this Report. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers or individuals performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. **Management Report on Internal Controls Over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Companys internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013 Framework). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2023. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We intend to enhance this process by expanding our board upon the business closing, consulting with third-party professionals for complex accounting applications, considering additional staff with relevant experience and training to support current accounting professionals, and implementing more layers of reviews in the internal controls and financial reporting processes. This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. **Changes in Internal Control over Financial Reporting** There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ending December 31, 2023, that has materially affected or is reasonably likely to affect, our internal control over financial reporting materially. | ITEM 9B. | OTHER INFORMATION. | | None. | 23 | | **** **PART III.** | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. | | | Name | | Age | | Position | | | Mitch Eaglstein | | 41 | | President/CEO/Director | | | Imran Firoz | | 52 | | CFO/Secretary/Director | | | Brian Platt | | 45 | | CTO | | | Jonathan Baumgart | | 41 | | Director | | | Gope S. Kundnani | | 67 | | Director | | Directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meets, following the stockholders annual meeting, and the directors successors are elected and qualified. **Mitchell Eaglstein, Co-Founder, President, CEO, and Director** From January 2016 to date, Mr. Eaglstein has been the Companys Founder, Chief Executive Officer, and Director. Mr. Eaglstein is responsible for leading the development and execution of the Companys long-term strategy, primarily focusing on enhancing shareholder value. Mr. Eaglstein oversees the Companys infrastructure, manages capex deployment, and approves budgets. In May 2024, Mr. Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd. (AML) to oversee operations in Malta. Mr. Eaglstein has experience managing FX brokerage and FinTech software companies at an executive level. Further, Mr. Eaglstein has participated in several panel discussions as a distinguished industry expert in various forex-related conferences and tradeshows. **Imran Firoz, Co-Founder, CFO, and Director** From January 2016 to date, Mr. Firoz has been the Companys Co-Founder, Chief Financial Officer, and Director. Mr. Firoz is responsible for strategic planning and corporate development, Mergers and Acquisitions (M&A), financial restructuring, and risk management. He has guided due diligence efforts, implemented financial controls, practiced compliance guidelines, and planned disaster recovery strategies. From January 2019 to the present, Mr. Firoz has owned Spark Capital Investments, LLC, which assists small-sized private and public companies by providing management consulting services. Mr. Firoz received his MBA in April 2001 from the Richard Ivey School of Business, University of Western Ontario, Canada. Mr. Firoz graduated in July 1993 with a Bachelor of Engineering (Chemical) from Aligarh University, India. Mr. Firoz has been a Certified Financial Risk Manager from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003. **Brian Platt, Chief Technology Officer** Mr. Platt joined the Company in May 2016. Mr. Platt has over ten (10) years of experience in the forex industry, managing complex technology and business operations. His expertise includes advanced technical knowledge of databases, programming, product development lifecycles, and a clear understanding of business needs. Mr. Platts passion is combining this business and technological know-how to ensure the best products, client satisfaction, and optimization of human resources. Mr. Platt holds a degree in Information Systems from Yeshiva University. He has computer science training from New York University and Oracle DBA training from Farleigh Dickenson University. **Jonathan Baumgart, Director** Mr. Baumgart has been a non-executive director of the Company since June 2021. Mr. Baumgart is considered independent under NYSE and NASDAQ listing standards. The Company compensates Mr. Baumgart for his services on the Board in cash and stock-based equity. He founded Atomiq Consulting (Atomiq) and has been its Chief Executive Officer since May 2014. Atomiq specializes in the retail forex industry and the trading of other high-growth financial assets. In 2004, Mr. Baumgart completed his International Affairs & Economics undergraduate degree from the Whittemore School of Business and Economics, University of New Hampshire, Durham. **Gope S. Kundnani, Director** On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four members on its Board of Directors. Mr. Kundnani is a seasoned entrepreneur with several decades of experience building successful businesses in the United States, the Middle East, and the United Kingdom. From May 2018 to the present, Mr. Kundnani was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA). From December 2018 to the present, Mr. Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial services company regulated by the FCA. From February 1999 to the present, Mr. Kundnani has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. | 24 | | **Term of Office** All directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meeting, followed by the stockholders annual meeting, and until the directors successors have been elected and qualified. **Director of Independence** Our board of directors is currently composed of four (4) members, out of which one (1) director is independent. **Audit Committee and Conflicts of Interest** Since we do not have an audit or compensation committee comprised of independent directors, the functions that such committees would have performed are performed by our Board of Directors. The Board of Directors has not established an audit committee, does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board believes such committees are unnecessary since the Company is an early start-up company with only three (3) directors. To date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our three (3) directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. There are no family relationships among our directors or officers other than as described above. We are unaware of any other conflicts of interest with our executive officers or directors. **Involvement in Certain Legal Proceedings** No director, person nominated to become a director, executive officer, promoter, or control person of our Company has, during the last ten (10) years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two (2) years prior thereto. **Stockholder Communications with the Board of Directors** We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the board hears the views of stockholders of directors and that the appropriate responses are provided to stockholders promptly. Our board of directors will continue to monitor whether it would be relevant to adopt such a process during the upcoming year. | 25 | | | ITEM 11. | EXECUTIVE COMPENSATION | | The following table sets forth all compensation for the last two fiscal years awarded to, earned by, or paid to our chief executive officer and our only other compensated executive officer serving in the previous completed fiscal year (collectively, the Named Executives): | | | | | | | | | | | Stock | | | Option | | | Non-Equity Incentive Plan | | | Nonqualified Deferred | | | All Other | | | | | | | Name and Principal Position | | Year | | Salary (3) ($) | | | Bonus ($) | | | Awards ($) | | | Awards ($) | | | Compensation ($) | | | Compensation ($) | | | Compensation ($) | | | Total ($) | | | | Mitch Eaglstein, CEO (1) | | 2024 | | | 180,000 | | | | -0- | | | | 211,500 | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 391,500 | | | | | | 2023 | | | 180,000 | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 180,000 | | | | Imran Firoz, CFO (2) | | 2024 | | | 180,000 | | | | -0- | | | | 211,500 | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 391,500 | | | | | | 2023 | | | 180,000 | | | | -0- | | | | | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 180,000 | | | | Brian Platt, CTO (3) | | 2024 | | | 60,000 | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 60,000 | | | | | | 2023 | | | 60,000 | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | -0- | | | | 60,000 | | | (1) Appointed CEO, President, and Director on January 21, 2016. The Company issued 30,000,000 common stock on January 21, 2016, and 2,600,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company. (2) Appointed Chief Financial Officer, Secretary, and Director on January 21, 2016. The Company issued 5,310,000 common stocks on January 21, 2016, and 400,000 preferred stocks on March 24, 2017, at par value for services rendered to the Company. (3) On March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000. The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive is paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company is paying monthly compensation of $5,000 to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually. Effective October 1, 2020, the Company will pay $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company will pay $15,000 monthly to its CEO and CFO. Messrs. Eaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively. The Company intends to convert all such officers to employee status during the second quarter of 2021. The Company has not issued any bonuses or stock option awards to its officers. The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly and annually. On December 12, 2022, the Board of Directors issued 10,000,000 common stocks valued at $83,000 each to Eaglstein and Firoz for services rendered concerning the acquisition of AML Ltd and the integration of AD Advisory Services Pty Ltd. On January 4, 2024, the Board of Directors issued 150,000 Series B Preferred Stock valued at $211,500 each to Eaglstein and Firoz for services rendered concerning the acquisition and integration of AML, APL, and ATECH. | 26 | | **** **Other Stock Option Grants and Compensations** We had no cash bonuses, stock options, non-equity incentive plans, or non-qualified deferred compensation outstanding equity awards as of the end of the fiscal period ending December 31, 2024, or through the date of filing this report. **Employment Agreements** The Company is not a party to any employment agreement and has no compensation agreement with any officer or director. **Insider Trading Policy** The Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to the Company and our officers and directors, as well as our employees that have regular access to material, nonpublic information about the Company in the normal course of their duties. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. **Director Compensation** The Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to the Board. The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021. The Company issued Gope S. Kundnani, director, 5,000,000 common stocks valued at $60,000 in September 2022 upon his appointment to the Board. The Company has not issued any other compensation to Kundnani as of December 31, 2023. On January 4, 2024, the Board of Directors issued 50,000 Series B Preferred Stock valued at $70,500 to Kundnani for services rendered concerning the acquisition and integration of AML, APL, and ATECH. | ITEM 12: | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | | The following table lists, as of December 31, 2023, the number of shares of common, Series A Preferred Stock, and Series B Preferred Stock of our Company that are beneficially owned by (i) each person or entity is known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all sole officer and director as a group. Information relating to beneficial ownership of the common stock by our principal shareholders and management is based upon each persons information using beneficial ownership concepts under the Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which consists of the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial ownership within sixty (60) days. Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which they may not have any beneficial financial interest. Except as noted below, each person has sole voting and investment power. **Common Stock** **** The percentages below are calculated based on 390,584,729 shares of our common stock issued and outstanding for the fiscal year ending December 31, 2024. | Name and Address(1) | | Title of Class | | Number of Shares Beneficially Owned | | | Percent of Class | | | | Mitch Eaglstein | | Common | | | 30,768,105 | | | | 7.88 | % | | | Imran Firoz | | Common | | | 24,310,000 | | | | 6.22 | % | | | Brian Platt | | Common | | | 1,000,000 | | | | * | % | | | Jonathan Baumgart | | Common | | | 645,000 | | | | * | % | | | Gope S. Kundnani (2) | | Common | | | 200,000,000 | | | | 51.21 | % | | | FRH Group Corporation (3) | | Common | | | 26,372,413 | | | | 6.75 | % | | | Officers and Directors as a group (4 persons) | | Common | | | 255,178,105 | | | | 65.60 | % | | * Less than 1% | 27 | | In the fiscal year ending December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company. Further, the Company agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively, as the founders, in consideration of services rendered to the Company. (1) The addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. (2) Gope S. Kundnani owns 200,000,000 in the Companys common stock personally and through Alchemy Prime Holdings Ltd. (3) On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, also owned by Mr. Hong. **Series A Preferred Stock** **** The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024. | Name and Address(1) | | Title of Class (4) | | Number of Shares Beneficially Owned | | | Percent of Class | | | | Mitch Eaglstein | | Series A Preferred | | | 500,000 | | | | 11.11 | % | | | Gope S. Kundnani (5) | | Series A Preferred | | | 4,000,000 | | | | 88.89 | % | | | Officers and Directors as a group (2 persons) | | Series A Preferred | | | 4,500,000 | | | | 100.00 | % | | (4) Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. On December 12, 2016, the Board agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding. (5) In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the Director of the Company. As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000, and 1,000,000 shares, respectively. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $2,500,000. The Company will receive $2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share. On January 30, 2024, the Companys board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong. | 28 | | **** **Series B Preferred Stock** The percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024. | Name and Address(1) | | Title of Class (6) | | Number of Shares Beneficially Owned | | | Percent of Class | | | | Alchemy Prime Holdings Ltd. | | Series B Preferred | | | 1,800,000 | | | | 76.21 | % | | | Gope S. Kundnani | | Series B Preferred | | | 191,844 | | | | 6.35 | % | | | Mitchell M. Eaglstein | | Series B Preferred | | | 150,000 | | | | 6.35 | % | | | Imran Firoz | | Series B Preferred | | | 150,000 | | | | 6.35 | % | | | FRH Group | | Series B Preferred | | | 50,000 | | | | 2.12 | % | | | William B. Barnett | | Series B Preferred | | | 10,000 | | | | 0.42 | % | | | Susan E. Eaglstein | | Series B Preferred | | | 10,000 | | | | 0.42 | % | | | Officers and Directors as a group (3 persons) | | Series B Preferred | | | 2,291,844 | | | | 97.04 | % | | (6) The Series B Preferred Stock are non-dilutive and are not subject to stock splits or any other adjustments to the Companys common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Companys common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,361,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis. On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $2,538,000 for the purchase of 49.90% of AML and 100% of APL. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq, for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share. | 29 | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | | In December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Companys CEO, provided $20,000 as a related party advance for working capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share. | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | | On April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (Bolko) to serve as the Companys independent registered public accounting firm, commencing April 18, 2023. On March 4, 2024, the board of directors of the Company terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (Bolko), effective as of March 4, 2024. The Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC. During the period that Bolko was the Companys auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in its reports on the Companys financial statements for such periods. On March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California (FCPA) to serve as the Companys independent registered public accounting firm, commencing March 4, 2024. On July 2, 2024, the board of directors of FDCTech, Inc. (the Company) terminated its relationship with its independent registered public accounting firm, FCPA, effective as of July 2, 2024. FCPA was only retained by the Company for less than a year, and no reports were filed with the SEC. During the period that FCPA was the Companys auditor through July 2, 2024, there were no disagreements with FCPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of FCPA, would have caused FCPA to refer to the matter in its reports on the Companys financial statements for such periods. On July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co. (Olayinka) to serve as the Companys independent registered public accounting firm, commencing July 2, 2024. Olayinka is a member of the Public Company Accounting Oversight Board (PCAOB) in the United States and a member of the Canadian Public Accountability Board (CPAB) in Canada. | 30 | | **Audit Fees** For the fiscal year ending December 31, 2024, the Company paid $139,750 to Olayinka and $75,000 to FCPA. The fees include auditing our annual financial statements for the fiscal year ending December 31, 2023, and 2022 and reviewing Forms 10-Q for 2023 or services generally provided by the accountant concerning statutory and regulatory filings for the fiscal year. For the fiscal year ending December 31, 2023, the Company paid $64,800 to BF Borgers and $15,000 to Bolko. **Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm** Our Board of Directors policy is to pre-approve all our independent registered public accounting firms services. For fiscal year 2024, our Board of Directors pre-approved 100% of our independent registered public accounting firms services. These services include audit services. Our independent registered public accounting firm must periodically report to our Board of Directors regarding the extent of services offered by our independent registered public accounting firm by this pre-approval policy. Our Board of Directors may also delegate pre-approval authority to one or more members. Such members must report any pre-approval to our Board of Directors at the next meeting. **Audit-Related Fees** We incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko, for audit-related fees other than those disclosed above under the caption Audit Fees. **Tax Fees** We incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko for tax compliance, tax advice, or tax planning other than the fees disclosed above under the caption Audit Fees. **Other Fees** We incurred no other fees or expenses in 2024 for any other products or professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko, other than as described above. | 31 | | **PART IV** | ITEM 15. | FINANCIAL STATEMENT SCHEDULES. | | **(a) Financial Statements** | | Pages | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB: ID 5968) | F-2 | | | | | | | Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 | F-3 | | | | | | | Consolidated Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023 | F-4 | | | | | | | Consolidated Statements of Stockholders Deficit for the Years Ended December 31, 2024 and December 31, 2023 | F-5 | | | | | | | Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023 | F-6 | | | | | | | Notes to the Consolidated Financial Statements | F-7 | | | ITEM 16. | EXHIBITS. | | | Exhibit | | Item | | | | | | | | 31.1 | | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | | | | | | | | 31.2 | | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32.1 | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 101.INS* | | Inline XBRL Instance Document | | | | | | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema | | | | | | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase | | | | | | | | 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase | | | | | | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | 32 | | **SIGNATURES** In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | FDCTECH, INC. | | | | | | | Date: | March 31, 2025 | /s/ Mitchell Eaglstein | | | | Mitchell Eaglstein, President and CEO (Principal Executive Officer) | | | Date: | March 31, 2025 | /s/ Imran Firoz | | | | Imran Firoz, CFO (Principal Accounting Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | SIGNATURE | | TITLE | | DATE | | | | | | | | | | /s/ Mitchell Eaglstein | | President, Chief Executive Officer (Principal Executive Officer) | | March 31, 2025 | | | Mitchell Eaglstein | | | | | | | | | | | | | | /s/ Imran Firoz | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 31, 2025 | | | Imran Firoz | | | | | | | 33 | | **** **FDCTECH, INC.** **Index to Consolidated Financial Statements** | | Pages | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB: ID 5968) | F-2 | | | | | | | Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 | F-3 | | | | | | | Consolidated Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023 | F-4 | | | | | | | Consolidated Statements of Stockholders Equity (Deficit) for the Years Ended December 31, 2024 and December 31, 2023 | F-5 | | | | | | | Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023 | F-6 | | | | | | | Notes to the Consolidated Financial Statements | F-7 | | | F-1 | | | | | **Report of Independent Registered Public Accounting Firm** The Board of Directors and Stockholders of **FDCTECH, INC.** Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of FDCTECH, INC (the Company) as of December 31, 2024, and 2023, and the related consolidated statements of operations, comprehensive income, changes in stockholders equity and cash flows for each of the two years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $2,563,620. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. /S/ Olayinka Oyebola **OLAYINKA OYEBOLA & CO.** ****(PCAOB ID 5968) **** **(Chartered Accountants)** Lagos, Nigeria We have served as the Companys auditor since 2024. March 31, 2025 | F-2 | | | | | **FDCTECH, INC.** **CONSOLIDATED BALANCE SHEETS** | | | December 31, 2024 | | | December 31, 2023 | | | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash | | $ | 24,781,389 | | | $ | 31,316,461 | | | | Accounts receivable, net of allowance for doubtful accounts of $22,382 and $175,640, respectively | | | 25,000 | | | | 1,029,000 | | | | Prepaid expenses current | | | 156,335 | | | | 403,191 | | | | Subscription receivable | | | 8,200,000 | | | | 8,200,000 | | | | Loan receivable | | | 2,414,825 | | | | - | | | | Total Current assets | | | 35,577,549 | | | | 40,948,652 | | | | Capitalized software, net | | | 1,163,309 | | | | 1,087,543 | | | | Investment through subsidiary | | | 36,062 | | | | 36,062 | | | | Accrued income | | | 2,073,193 | | | | 1,035,619 | | | | Acquired intangible assets | | | 1,317,108 | | | | 1,305,493 | | | | Related party guarantee | | | - | | | | 1,353,170 | | | | Tax receivable | | | 167,907 | | | | 177,206 | | | | Fair value of trading positions for the firm, profit | | | 607,157 | | | | 1,396,066 | | | | Right of use (lease) | | | 711,928 | | | | 39,683 | | | | Fixed assets, net | | | 185,195 | | | | 163,572 | | | | Total assets | | $ | 41,839,408 | | | $ | 47,543,066 | | | | Liabilities and Stockholders Deficit | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | | $ | 229,316 | | | $ | 179,979 | | | | Line of credit | | | 115,337 | | | | 60,742 | | | | Accrued expenses, related party | | | 519,500 | | | | 534,500 | | | | Business acquisition loan | | | 350,000 | | | | 350,000 | | | | Cares act- paycheck protection program advance | | | 5,661 | | | | 20,652 | | | | Related party advances | | | 1,011,388 | | | | 793,339 | | | | Customer funds | | | 18,600,990 | | | | 30,220,270 | | | | Fair value of trading positions for the firm, loss | | | - | | | | 520,808 | | | | Operating lease liability, current | | | 319,656 | | | | 36,419 | | | | Other current liabilities | | | 5,328,110 | | | | 770,984 | | | | Total Current liabilities | | | 26,479,958 | | | | 33,487,693 | | | | Deferred tax liabilities | | | 333,418 | | | | 846,581 | | | | SBA loan non-current | | | 114,184 | | | | 122,689 | | | | Operating lease liability, non-current | | | 392,272 | | | | 3,264 | | | | Accrued interest non-current | | | 70,493 | | | | 33,062 | | | | Total liabilities | | | 27,390,325 | | | | 34,493,289 | | | | Commitments and Contingencies (Note 9) | | | - | | | | - | | | | Stockholders Deficit: | | | | | | | | | | | Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,500,000 and 6,500,000 issued and outstanding, as of December 31, 2024, and December 31, 2023 | | | 450 | | | | 650 | | | | Series B Preferred Stock, par value $0.0001, 3,500,000 shares authorized, 2,361,844 and 1,800,000 issued and outstanding, as of December 31, 2024, and December 31, 2023 | | | 236 | | | | 180 | | | | Preferred Stock, value | | | 236 | | | | 180 | | | | Common stock, par value $0.0001, 500,000,000 shares authorized; 390,584,729 and 388,584,729 shares issued and outstanding, as of December 31, 2024, and December 31, 2023 | | | 39,058 | | | | 38,858 | | | | Additional paid-in capital, Common Series A, Series B | | | 17,009,409 | | | | 15,389,569 | | | | Accumulated other comprehensive income | | | (53,270 | ) | | | 225,228 | | | | Accumulated deficit | | | (2,563,620 | ) | | | (2,643,647 | ) | | | Total FDCTech, Inc. stockholders equity (deficit) | | | 14,432,263 | | | | 13,010,838 | | | | Noncontrolling interest | | | 16,820 | | | | 38,939 | | | | Total liabilities and stockholders equity (deficit) | | $ | 41,839,408 | | | $ | 47,543,066 | | | See accompanying notes to the financial statements. | F-3 | | | | | **** **FDCTECH, INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | | | | | | | | | | Year Ended | | | | | | December 31, 2024 | | | December 31, 2023 | | | | Revenues | | | | | | | | | Technology & software | | | 1,642,130 | | | | 1,811,423 | | | | Wealth management | | | 6,498,404 | | | | 5,927,424 | | | | Investment and Brokerage | | | 18,803,184 | | | | 5,016,053 | | | | Total revenue | | $ | 26,943,718 | | | $ | 12,754,900 | | | | Cost of sales | | | | | | | | | | | Technology & software | | | 173,708 | | | | 22,503 | | | | Wealth management | | | 5,925,652 | | | | 5,338,510 | | | | Investment and Brokerage | | | 8,802,990 | | | | 1,146,029 | | | | Total cost of sales | | | 14,902,350 | | | | 6,507,042 | | | | Gross Profit | | $ | 12,041,368 | | | | 6,247,858 | | | | Operating expenses: | | | | | | | | | | | General and administrative | | | 11,191,357 | | | | 2,943,913 | | | | Sales and marketing | | | 1,466,616 | | | | 1,512,790 | | | | Depreciation | | | 186,350 | | | | 213,910 | | | | Total operating expenses | | | 12,844,323 | | | | 4,670,613 | | | | Operating loss | | | (802,955 | ) | | | 1,577,245 | ) | | | Other income (expense): | | | | | | | | | | | Other interest expense | | | (638,483 | ) | | | (6,848 | ) | | | Other income (expense) | | | 1,510,507 | | | | (2,570 | ) | | | Total other income (expense) | | | 872,024 | | | | (9,418 | ) | | | Income (loss) before provision for income taxes | | | 69,069 | | | | 1,567,827 | | | | Provision for income taxes | | | - | | | | - | | | | Net income (loss) | | $ | 69,069 | | | $ | 1,567,827 | | | | Less: Net (income) loss attributable to noncontrolling interest | | | (10,958 | ) | | | (5,349 | ) | | | Net income attributable to FDCTechs shareholders | | | 80,027 | | | | 1,573,176 | | | | Net loss per common share, basic and diluted | | $ | 0.00 | | | $ | 0.00 | | | | Weighted average number of common shares outstanding basic and diluted | | | 389,877,880 | | | | 329,492,915 | | | | Other comprehensive income (loss): | | | | | | | | | | | Change in foreign currency translation | | $ | 53,270 | | | $ | 207,684 | | | | Total other comprehensive income (loss) | | | 53,270 | | | | 207,684 | | | | Total comprehensive income (loss) | | | 122,339 | | | | 1,775,511 | | | | Comprehensive income (loss) attributable to noncontrolling interests | | | (43,178 | ) | | | 17,972 | | | | Comprehensive income (loss) attributable to FDCTech stockholders | | $ | 165,517 | | | $ | 1,757,539 | | | See accompanying notes to the financial statements. | F-4 | | | | | **** **FDCTECH, INC.** **CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)** | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Preferred stock | | | Common stock | | | Additional Paid-in | | | Accumulated other comprehensive | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | income (loss) | | | Deficit | | | Deficit | | | | Balance, December 31, 2022 | | | 4,000,000 | | | $ | 400 | | | | 211,275,550 | | | $ | 21,127 | | | $ | 5,725,530 | | | $ | 17,544 | | | $ | (4,216,823 | ) | | $ | 1,547,778 | | | | Common shares issued for financing cost at $0.0114 per share | | | - | | | | - | | | | 5,309,179 | | | | 531.0 | | | | 59,994 | | | | - | | | | - | | | | 60,525 | | | | Common shares issued for cash valued at $0.0048 per share | | | - | | | | - | | | | 115,000,000 | | | | 11,500 | | | | 538,500 | | | | - | | | | - | | | | 550,000 | | | | Common shares issued for services at $0.013 per share | | | - | | | | - | | | | 2,000,000 | | | | 200 | | | | 25,800 | | | | - | | | | - | | | | 26,000 | | | | Common shares issued for cash valued at $0.11 per share | | | - | | | | - | | | | 50,000,000 | | | | 5,000 | | | | 5,495,000 | | | | - | | | | - | | | | 5,500,000 | | | | Common shares issued for warrant settlement valued at $0.018 per share | | | - | | | | - | | | | 5,000,000 | | | | 500 | | | | 89,500 | | | | - | | | | - | | | | 90,000 | | | | Series A Preferred Stock issued for cash valued at $1.00 per share | | | 2,500,000 | | | | 250 | | | | - | | | | - | | | | 2,499,750 | | | | - | | | | - | | | | 2,500,000 | | | | Series B Preferred Stock issued for acquisition valued at $1.41 per share | | | 1,800,000 | | | | 180 | | | | - | | | | - | | | | 2,537,820 | | | | - | | | | - | | | | 2,538,000 | | | | Changes in APIC due to acquisition of APL & AML | | | - | | | | - | | | | - | | | | - | | | | (1,582,325 | ) | | | | | | | - | | | | 1,510,906 | | | | Intercompany guarantee | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Forex gain (loss) on consolidation | | | - | | | | - | | | | - | | | | - | | | | - | | | | 207,684 | | | | - | | | | 207,684 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,573,176 | | | | 1,573,176 | | | | Balance, December 31, 2023 | | | 8,300,000 | | | $ | 830 | | | | 388,584,729 | | | $ | 38,858 | | | $ | 15,389,569 | | | $ | 225,228 | | | $ | (2,643,647 | ) | | $ | 13,010,838 | | | | Balance | | | 8,300,000 | | | $ | 830 | | | | 388,584,729 | | | $ | 38,858 | | | $ | 15,389,569 | | | $ | 225,228 | | | $ | (2,643,647 | ) | | $ | 13,010,838 | | | | Series A Preferred canceled | | | (2,000,000 | ) | | | (200 | ) | | | - | | | | - | | | | - | | | | - | | | | - | | | | (200 | ) | | | Series B issuances at $1.41 per share | | | 561,844 | | | | 56 | | | | - | | | | | | | | 792,144 | | | | - | | | | - | | | | 792,200 | | | | Common stock issued for cash valued at $0.0144 | | | - | | | | - | | | | 2,000,000 | | | | 200 | | | | 19,800 | | | | - | | | | - | | | | 20,000 | | | | Common stock issued for cash valued | | | - | | | | - | | | | 2,000,000 | | | | 200 | | | | 19,800 | | | | - | | | | - | | | | 20,000 | | | | Increase in APIC due to shares issued at a discount | | | - | | | | - | | | | - | | | | - | | | | 8,900 | | | | - | | | | - | | | | 8,900 | | | | Change in APIC due to common control | | | - | | | | - | | | | - | | | | - | | | | 798,996 | | | | - | | | | - | | | | 798,996 | | | | FX gain (loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | (278,498 | ) | | | - | | | | (278,498 | ) | | | Net income (loss) | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 80,027 | | | | 80,027 | | | | Balance, December 31, 2024 | | | 6,861,844 | | | $ | 686 | | | | 390,584,729 | | | $ | 39,058 | | | $ | 17,009,409 | | | $ | (53,270 | ) | | $ | (2,563,620 | ) | | $ | 14,432,263 | | | | Balance | | | 6,861,844 | | | $ | 686 | | | | 390,584,729 | | | $ | 39,058 | | | $ | 17,009,409 | | | $ | (53,270 | ) | | $ | (2,563,620 | ) | | $ | 14,432,263 | | | See accompanying notes to the financial statements **** | F-5 | | | | | **** **FDCTECH, INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | | | | | | | | | | Year Ended | | | | | | December 31, 2024 | | | December 31, 2023 | | | | Net income (loss) | | $ | 80,027 | | | $ | 1,573,176 | | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Software amortization | | | - | | | | 22,503 | | | | Depreciation | | | 186,350 | | | | 213,910 | | | | Common stock issued for services | | | | | | | 26,000 | | | | Series B stock issued for services | | | 792,200 | | | | - | | | | Accounts receivable allowance | | | 22,382 | | | | 21,526 | | | | Subscription receivable | | | - | | | | (8,000,000 | ) | | | Fixed assets, net | | | (207,973 | ) | | | (373,448 | ) | | | Acquired intangible assets | | | (11,615 | ) | | | (12,238 | ) | | | Change in assets and liabilities: | | | | | | | | | | | Gross accounts receivable | | | 981,618 | | | | (984,943 | ) | | | Prepaid | | | 246,856 | | | | (176,597 | ) | | | OID Promissory Note | | | - | | | | 55,000 | | | | Loan receivable | | | (2,414,825 | ) | | | 9,219 | | | | Accounts payable | | | 49,337 | | | | 126,750 | | | | Other current liabilities | | | 4,557,126 | | | | 730,715 | | | | Accrued interest | | | 37,431 | | | | 18,359 | | | | Customer funds | | | (11,619,280 | ) | | | 30,220,270 | | | | Fair value of trading position, net | | | 268,101 | | | | (875,258 | ) | | | Operating lease | | | 672,245 | | | | 39,683 | | | | Deferred taxes | | | (513,163 | ) | | | 846,581 | | | | Related party guarantee | | | 1,353,170 | | | | (1,353,170 | ) | | | Tax receivable by subsidiaries | | | 9,299 | | | | (177,206 | ) | | | Accrued income | | | (1,037,574 | ) | | | (1,035,619 | ) | | | Right of use of assets (lease) | | | (672,245 | ) | | | (39,683 | ) | | | Accrued expenses, related party | | | (15,000 | ) | | | 105,000 | | | | Net cash used in operating activities | | $ | (7,235,533 | ) | | $ | 20,980,530 | | | | Investing Activities: | | | | | | | | | | | Capitalized software | | | (75,766 | ) | | | (348,404 | ) | | | Effect of exchange rates | | | (278,498 | ) | | | 207,684 | | | | Business acquisition sellers note | | | - | | | | 350,000 | | | | Changes in paid-in capital | | | 798,996 | | | | (1,582,325 | ) | | | Purchase price of acquisitions | | | - | | | | 2,538,000 | | | | Net cash used in investing activities | | $ | 444,732 | | | $ | 1,164,955 | | | | Financing Activities: | | | | | | | | | | | Borrowing from (payments to) line of credit | | | 54,595 | | | | 13,373 | | | | Promissory Note | | | - | | | | (550,000 | ) | | | Net proceeds from CARES Act - paycheck protection program | | | (14,991 | ) | | | (19,487 | ) | | | Net proceeds from SBA loan | | | (8,505 | ) | | | (8,505 | ) | | | Related party advances | | | 218,049 | | | | 787,351 | | | | Stock issued for financing | | | - | | | | 150,525 | | | | Common stock issued for cash | | | 20,000 | | | | 6,050,000 | | | | Common stock issued at a discount | | | 8,900 | | | | - | | | | Series A for cash and cancelation | | | (200 | ) | | | 2,500,000 | | | | Noncontrolling interest | | | (22,119 | ) | | | (17,110 | ) | | | Net cash provided by financing activities | | $ | 255,729 | | | $ | 8,906,147 | | | | Net increase in cash | | | (6,535,072 | ) | | | 31,051,632 | | | | Cash at beginning of the period | | | 31,316,461 | | | | 264,829 | | | | Cash at end of the period | | $ | 24,781,389 | | | $ | 31,316,461 | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Cash paid for interest | | $ | - | | | $ | - | | | | Non - cash investing and financing activities: | | | | | | | | | | | Common stock issued for financing & warrant settlement | | $ | - | | | | 150,525 | | | | Series B Preferred Stock for acquisition | | $ | - | | | | 2,538,000 | | | See accompanying notes to the financial statements. | F-6 | | | | | **** **FDCTECH, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS** Under Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Companys commitment to expanding its products and services in the FX and financial markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (fintech) and business solutions to OTC Online Brokerages (customers). The Company is a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries. The company provides a range of proprietary and third-party technology solutions, including its flagship **Condor Trading Technology**, which supports multi-asset trading, risk management, and pricing for forex, equities, commodities, and digital assets. FDCTech follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms. Through its recent acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services. Key subsidiaries include: | | | AD Advisory Services Pty Ltd. (ADS) An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. | | | | | | | | | | Alchemy Markets Ltd. (AML) A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering trading services across multiple asset classes in various European markets. | | | | | | | | | | Alchemy Prime Limited (APL) A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services. | | | | | | | | | | AlchemyTech Ltd. (ATECH) A Cyprus-based technology, sales, and marketing service provider supporting the Companys subsidiaries and affiliated companies. | | FDCTech continues to drive innovation by developing next-generation trading platforms, such as the **Condor Pro Multi-Asset Trading Platform**, and expanding its market reach. The company remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement across global financial markets. Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development. The Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities, social/copy trading, and other high-growth fintech markets. **Completed Acquisitions** On December 22, 2021, the Company entered into a Share Exchange Agreement (the Agreement) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (ADFP or Target). According to the Agreement, the Company acquired 51% of ADFPs issued and outstanding shares of capital stock in exchange for 45,000,000 (the Consideration) newly issued restricted common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. ADFP owns one hundred percent (100%) equity interest in AD Advisory Services Pty Ltd (ADS). As a result, the Company is 51% the owner of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022. On December 31, 2022, the Company announced the sales purchase agreement (Agreement) under which the Company acquired a 50.10% equity interest in New Star Capital Trading Ltd., a British Virgin Island company (New Star) and its operating subsidiary Alchemy Markets Ltd. (AML), formerly known as NSFX Ltd (NSFX). AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). The Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in AML. To comply with the BVI Companies Act requirement for the change of ownership, the company amended the Agreement in June 30, 2023. The Company closed the acquisition as of June 30, 2023, and consolidated the fair value of AMLs assets and liabilities from June 30, 2023. The Company completed the acquisition of the remaining 49.90% of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI), formerly known as New Star and its subsidiary AML on November 30, 2023 (Acquisition Date), from Alchemy Prime Holdings Ltd. (APHL), through an exchange for 833,621 Series B preferred convertible stocks (Series B Preferred Stock) valued at $1,175,406. The Company) completed the acquisition of 100.00% of the issued and outstanding shares of Alchemy Prime Limited (APL) on November 30, 2023 (Acquisition Date) from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $1,362,594. Mr. Gope S. Kundnani (Kundnani) is the sole controlling shareholder, holding one hundred percent (100%) shareholding in APHL. | F-7 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** **Bank Acquisition Termination** In April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company shall pay the community bank a sum of $100,000 in six equal installments of $15,000 and one final payment of $10,000 from April 2024 to November 2024. **** **AlchemyTech Ltd.** On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Companys subsidiaries and affiliate companies with information technology, sales, and marketing services. | (1) | Investment and Brokerage | | **Margin Brokerage (Europe) Alchemy Markets Ltd.** AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). The MFSA authorizes AML to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients money and assets. AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time. AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. During the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring 5.6 million in client equity. The newly acquired clients are primarily German retail investors trading Contracts for Difference (CFDs) and equities through the Gettex exchange. This acquisition marks the Companys official entry into the German retail market. AML acquired 35 clients from a Cypriot-based brokerage, transferring over $800,000 in client equity. Most of these clients are French, helping the Company establish its foothold in the French market. AML has also secured authorization in terms of Article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities and money market securities, enabling the Company to provide stocks and interest-yielding products. This authorization positions the Company to grow its asset base on deposits and expand its product portfolio. AMLs consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $4,874,820 and $4,351,474, respectively. For the fiscal year ending December 31, 2023, the Company consolidated revenue of AML from December 1, 2023, to December 31, 2023, compared to the full year for fiscal 2024. **** **Margin Brokerage (UK) Alchemy Prime Ltd.** APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland. APLs consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $13,928,364 and $664,579, respectively. For the fiscal year ending December 31, 2023, the Company consolidated revenue of APL from December 1, 2023, to December 31, 2023, compared to the full year for fiscal 2024. **** | F-8 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** | (2) | Wealth Management AD Advisory Services Pty Ltd. | | On December 22, 2021, the Company entered into a Share Exchange Agreement (the Agreement) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (ADFP or Target). According to the Agreement, the Company acquired a controlling interest of fifty-one percent (51.00%) of ADFPs issued and outstanding shares of capital stock in exchange for 45,000,000 (the Consideration) newly issued restricted common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. (ADS). ADFP owns one hundred percent (100.00%) equity interest in ADS. As a result, the Company owns 51.00% of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022. AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 financial advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers and accountants in Australia and offers financial planners different licensing, compliance, and education solutions to meet their practices specific needs. ADS consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $6,498,404 and $5,927,424, respectively. | (3) | Technology & Software Development Condor Trading Technology | | The Company provides technology and software development for digital assets. In the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers, and banks. The Company generates revenues by licensing its trading technology infrastructure, including but not limited to trading platforms (desktop, web, mobile), back office, and CRM and banking integration technology. The Company has three sources of revenue. | | | Technology Solutions The Company licenses its proprietary and sometimes resells third-party technologies to customers. Our proprietary technology includes but is not limited to Condor Risk Management Back Office (Condor Risk Management), Condor Pro Multi-Asset Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform, and other digital assets-related solutions. | | | | | | | | | | Customized Software Development The Company develops software for Customers with unique requirements outlined in the Software Development Agreement (Agreement). | | | | | | | | | | Consulting ServicesThe Companys turnkey business solutions include Start-Your-Own brokerage (SYOB), Start-Your-Own Prime Brokerage (SYOPB), and FX/OTC liquidity solutions. | | The Companys Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors. The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers. We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, digital assets, and other financial products. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year ending December 31, 2019. The Company has also developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office. The Companys upgraded Condor Back Office (Risk Management) meets various jurisdictions regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by the European Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018. The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the fourth quarter of the fiscal year ending December 31, 2025. | F-9 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** The Company has no patents or trademarks on its proprietary technology solutions. The Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the digital assets and blockchain space. The Company expects to generate additional revenue from its digital asset-related solutions. Such solutions include revenues from the development of a custom digital assets exchange platform for customers, the sale of the non-exclusive source code of the digital assets exchange platform to third parties, white-label fees of digital assets exchange platforms, and the sale of aggregated digital assets data price feed from various digital assets exchanges to OTC brokers. The Company initially plans to develop the technology architecture of the digital assets exchange platform for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers. The Company develops these projects to meet the customers design criteria and performance requirements. The Company does not mine any digital assets or trade or act as a counterparty in digital assets in the United States. Consequently, the Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with the Financial Crimes Enforcement Network (FinCEN) and respective States money transmission laws. The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer since the Company is not a broker-dealer, nor does it intend to become a broker-dealer. Customers sometimes compensate us in Bitcoin through our custodian, Gemini Trust Company, LLC (Gemini). Gemini is a licensed New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services. The Company secures and earns revenues by signing an agreement with its customers. The Company considers a signed agreement with its customers a binding contract with the customer or other similar documentation reflecting the terms and conditions under which the Company will provide products or services as persuasive evidence of an arrangement. Each agreement is specific to the customer and clearly defines each partys fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract. The material terms of customer contracts depend on the nature of services and solutions. Each contract is specific to the customer and clearly defines each partys fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract. The Company has fourteen (14) licensing agreements for its Condor Pro Multi-Asset Trading Platform during the fiscal year ending December 31, 2024. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions. The consolidated revenues for Technology and Software Development for the fiscal year ending December 31, 2024, and 2023 were $1,642,130 and $1,811,423, respectively. **Settlement of the FRH Group Note** Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (FRH). The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019. The Notes were convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances. In no event will the conversion price be less than $0.05 per share with a maximum of 20,000,000 shares issued to FRH. On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, which Mr. Hong also owned. | F-10 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** **2021-2022 Equity Line of Credit** On October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or issuable to selling shareholders for up to $2,200,000, including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii) up to 20,000,000 issuable to White Lion Capital, LLC (White Lion), according to a Purchase Notice Right under an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement. From October 2021 to February 2022, the Company executed five Purchase Notice Rights under an Investment Agreement with White Lion and received a net of $ $38,824 after deducting financing costs associated with the Investment Agreement. From January 2021 to February 2022, the Company executed five Purchase Notice Rights under an Investment Agreement with White Lion and received a net of $33,596 after deducting financing costs associated with the Investment Agreement. From October 2021 to February 2022, the Company received $72,420 from the Investment Agreement. The Company also received a net amount of $81,000 from the related parties to fund its operations. Our cash balance is $93,546 as of December 31, 2021. The Company did not receive additional funding from the U.S. Small Business Administration (SBA) or the Cares Act Paycheck Protection Program during the fiscal year ending December 31, 2021. **2022 Promissory Note** On January 27, 2022, the Company issued a $550,000 promissory note to AJB Capital Investments, LLC, maturing on July 27, 2022, with a 10% coupon. As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US $155,000 of the Companys common stock. The Company issued 2,214,286 shares of common stock at $0.07 per share and 1,000,000 three-year warrants at $0.30 each. The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of the agreement. **Related Party Investments from 2022 to 2024** On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000 to Kundnani, considered a related party. On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related party. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000. On July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in a change of ownership in the CMA application. The Company terminated the escrow agreement and released $180,000 to increase cash on hand. On November 30, 2023, Kundnani, considered a related party, purchased 2,500,000 Series A Preferred stock of the Company for $2.5 million. The Company has issued the Series A Preferred stock to Kundnani. On November 30, 2023, Kundnani purchased 50,000,000 Common stock of the Company for $5.5 million. The Company has issued the common stock to Kundnani. The Company expects to receive funds by the end of April 2024. In December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Companys CEO, provided $20,000 as a related party advance for working capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share. **Governmental Regulation** FDCTech is a publicly traded company subject to SEC and FINRAs rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for financial services providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). APL is an investment firm regulated by the Financial Conduct Authority (FCA). | F-11 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** **** **Board of Directors** At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the companys executive directors and officers. Gope S. Kundnani is considered an executive director by owning at least 10% of the Companys stock. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. Micthell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. On June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. **Changes in Registrants Certifying Accountant** On July 2, 2021, the Board of Directors of FDCTech, Inc. (the Company) approved the dismissal of Farber Hass Hurley LLP (FHH) as the Companys independent registered public accounting firm. The reports of FHH on the Companys consolidated financial statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion. It was not qualified or modified for uncertainty audit scope or accounting principles. On July 2, 2021, the Company appointed BF Borgers CPA PC (BFB) as the Companys new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. BFB has been the Companys auditor since July 2021. On April 18, 2023, the board of directors of FDCTech, Inc. (the Company) terminated its relationship with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (BF Borgers), effective as of April 18, 2023. The reports of BF Borgers on the Companys financial statements for the two years ended December 31, 2022, and 2021 did not contain an adverse opinion or disclaimer of opinion. They were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for providing a qualification for the Companys ability to continue as a going concern. During the year ended December 31, 2022, and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to refer to the matter in its reports on the Companys financial statements for such periods. On April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (Bolko) to serve as the Companys independent registered public accounting firm, commencing April 18, 2023. On March 4, 2024, the board of directors of the Company terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (Bolko), effective as of March 4, 2024. The Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC. During the period that Bolko was the Companys auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in its reports on the Companys financial statements for such periods. On March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California (FCPA) to serve as the Companys independent registered public accounting firm, commencing March 4, 2024. On July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (Olayinka) to serve as the Companys independent registered public accounting firm, commencing July 2, 2024. Olayinka is a member of Public Company Accounting Oversight Board (PCAOB) in the United States and member of Canadian Public Accountability Board (CPAB) in Canada. **Description of Companys Securities to be Registered** Effective September 03, 2021, the Company incorporated by reference the description of its common stock, par value $0.0001 per share, to be registered hereunder contained under the heading Description of Securities in the Companys Registration Statement on Form S-1 (File No. 333- 221726), as initially filed with the Securities and Exchange Commission (the Commission) on November 22, 2017, as subsequently amended (the Registration Statement). Since the Registration Statement filing, the Company has made all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily. | F-12 | | | | | **NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)** **Ukraine-Russia Conflict** The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russias invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. We relocated our personnel to Turkey, currently considered a neutral zone. No individual associated with the Company is banned or under Special Designated Nationals and Blocked Person list. If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia. If we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively impact the Companys business plans. As of the date of this report, there has been no disruption in our operations. **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation and Principles of Consolidation** The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Companys accounting policies in its financial statements. The Company has measured and presented the Companys consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). **Consolidated Financial Statement Preparation and Use of Estimates** The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (GAAP). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. **Cash and Cash Equivalents** Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024. However, as of December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries. On December 31, 2024, and 2023, the Company had $24,781,389 and $31,316,461 cash and cash equivalent held at the financial institution. | F-13 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **Accounts Receivable** Accounts Receivable mainly represent amounts owed by four (4) technology customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoices date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances age, and economic conditions that may affect a customers ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $22,382 and $175,640, respectively. The fiscal years bad debt expense ended December 31, 2024, and 2023 was $0 and $51,653, respectively. **Sales, Marketing, and Advertising** The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $1,466,616 and $1,512,790 in sales, marketing, and advertising costs (sales and marketing) for the fiscal year ending December 31, 2024, and 2023, respectively. The sales and marketing costs are mainly due to expenses related to investment and brokerage business. The sales, marketing, and advertising expenses represented 5.44% and 11.86% of the sales for the fiscal year ending December 31, 2024, and 2023, respectively. **Revenue Recognition** On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Companys revenues come from two contracts IT support and maintenance (IT Agreement) and software development (Second Amendment) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: | | | Identify the contract or contracts and subsequent amendments with the customer. | | | | | Identify all the performance obligations in the contract and subsequent amendments. | | | | | Determine the transaction price for completing performance obligations. | | | | | Allocate the transaction price to the performance obligations in the contract. | | | | | Recognize the revenue when, or as, the Company satisfies a performance obligation. | | | F-14 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **** The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward the complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when it and the customer (parties) have approved the agreement and are committed to fulfilling their obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Companys standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumed a contract modification by oral agreement or implied by the customers customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contracts guidance until the contract modification is approved. The Company recognizes contract modification in various forms partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services incapable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transactions inception involving these multiple elements. | F-15 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** Since January 21, 2016 (Inception), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the considerations outlined in an arrangement or contract with a customer. The Companys typical performance obligations include the following: | Performance Obligation | | Types of Deliverables | | When Performance Obligation is Typically Satisfied | | | Consulting Services | | Consulting related to Start-Your-Own-Brokerage (SYOB), Start-Your-Own-Prime Brokerage (SYOPB), FX/OTC liquidity solutions and lead generations. | | The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. | | | | | | | | | | Technology Services | | Licensing of Condor Risk Management Back Office (Condor Risk Management), Condor FX Pro Trading Terminal, Condor Pricing Engine, Digital Assets Platform (Digital Assets Web Trader Platform), and other digital assets-related solutions. | | The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. | | | | | | | | | | Software Development | | Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. | | The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. | | The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters a contract with a customer with an original term of one year and expects the customer to renew it for a second year, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. | F-16 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** To allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services into the contract. The Company considers the transfers the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer obtains control of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. According to the contracts terms and conditions, the Company invoices the customer at the beginning of the month for the months services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month as equal to the invoice amount. **Wealth Management** AD Advisory Services Pty (ADS), the Companys wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia. | F-17 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** ASC 606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries, and capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects to be entitled. For ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services to be transferred and establish payment terms, the contract has commercial substance, and collection of payment is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include: | | | Providing ongoing financial advisory services, | | | | | Preparing statements of advice, | | | | | Executing portfolio rebalancing, | | | | | Facilitating the purchase of insurance products, and | | | | | Offering other specialized financial and estate planning services. | | We evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or with other resources readily available to the Customer and if the promise to transfer the service is separately identifiable from other promises in the contract. The transaction price is the amount of consideration ADS expects to be entitled to in exchange for transferring the promised goods or services to the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based fees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal. If a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on its standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods that may include cost-plus margin, market assessment, or residual approach, considering the Customers perceived value of each service. ADS recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services that are performed at a specific point in time, revenue is recognized when the service is completed. The pattern of revenue recognition is determined based on when the Customer obtains control of the promised good or service, which for advisory services is typically throughout the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize them as revenue when satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor. We bill advisory fees weekly. | F-18 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **Investment and Brokerage** Alchemy Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets in Europe. Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. The Financial Conduct Authority (FCA) regulates APL with authorized countries such as England, Scotland, Wales, and Northern Ireland. The Company operates its brokerage business in two segments: retail and institutional (clients or customers). Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (CFDs) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options. The FCA defines a retail customer as a client who is not a professional or eligible counterparty. A professional client is an entity that must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty. A professional client has the knowledge, experience, and expertise to assess the risks and make investment decisions. We recognize Investment and Brokerage revenues through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as Trading Revenues. The Trading revenue is the Companys largest source of revenue. Trading revenue comprises trading revenue from the retail OTC business and advisory business. OTC trading includes forex trading (forex), precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products. We realize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Trading Revenue on the Consolidated Statements of Operations and Comprehensive (Loss)//Income. We record Trading Revenue on a trade date basis. We also generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues on a trade-date basis. The Company serves as an agent for clearing trades and as a principal for fees paid to introducing brokers. The Company does not assume any market-making risk concerning customer trades in this business. Net interest revenue consists primarily of the revenue generated by the Companys cash and customer cash held at banks, as well as funds on deposit as collateral with the Companys liquidity providers, less interest paid to the Companys customers. We record interest revenue and interest expense when they are earned and incurred, respectively. **Concentrations of Credit Risk** *Cash* Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024. As of December 31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries. On December 31, 2024, and 2023, the Company had $24,781,389 and $31,316,461 cash and cash equivalent held at the financial institution. *Revenues* For the fiscal year ending December 31, 2024, and 2023, the Company generated $26,943,718 and $12,754,900 in revenues, an increase of over 111.24% from the previous year. It is comprised of three main business segments: Investment and Brokerage, Wealth Management, and Technology and Software Development. | F-19 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** *Accounts Receivable* At December 31, 2024, the account receivable of $25,000 was mainly due to four (4) technology customers. At December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $22,382 and $175,640, respectively. The bad debt expense for the fiscal years ending December 31, 2024, and 2023 was $0 and $51,653, respectively. **Significant Acquisitions** The Company completed the Acquisition of 100.00% of the issued and outstanding shares of Alchemy Prime Limited (APL) on November 30, 2023 (Acquisition Date) from Alchemy Prime Holdings Ltd. (Seller or APHL), through an exchange for 966,379 Series B preferred convertible stocks valued at $1,362,594. The Company completed the Acquisition of the remaining 49.90% of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI) and its subsidiary Alchemy Markets Ltd (AML) on November 30, 2023 (Acquisition Date), from Alchemy Prime Holdings Ltd., through an exchange for 833,621 Series B preferred convertible stocks valued at $1,175,406. The Company estimated the total purchase price for the Acquisition(s) or Transaction(s) to be $2,538,000. The Seller is a UK entity, with Mr. Gope S. Kundnani (Kundnani) as the (sole) natural person holding one hundred percent (100%) shareholding in the APHL. Kundnani is also a controlling shareholder in the Company, a related party. Further, the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML (Targets). As there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90% of AML are related party transactions, we valued the exchange of 1,800,000 shares of Series B Preferred convertible stock based on audited net financial assets (book value) of the targets. The net financial assets of 100% APL were $1,362,594, and 49.90% of AML was $1,175,406, with a total purchase price of $2,533,334 for 1,800,000 shares of Series B Preferred convertible stock or $1.41 per share. **Table 1. Closing Acquisition Consideration Breakdown** **Series B Preferred convertible stock Issued for Purchase of APL and AML** **** **SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN** | | | Net Financial Assets (Book Value) | | | Purchase % | | | Purchase Price ($) | | | Type of Shares | | | Price per Shares | | | # of Shares | | | | | | Local Currency | | | USD ($) | | | | | | | | | | | | | | | | | | | Shares of | | | | | | | | | | | | | | | | | | | | | | | | APL | | | 1,118,035 | | | | 1,362,594 | (1) | | | 100.00 | % | | $ | 1,362,594 | | | | Series B | | | $ | 1.41 | | | | 966,379 | | | | AML | | | 2,255,556 | | | | 2,351,192 | (2) | | | 49.90 | % | | $ | 1,175,406 | | | | Series B | | | $ | 1.41 | | | | 833,621 | | | | Total | | | | | | | | | | | | | | $ | 2,538,000 | | | | | | | | | | | | 1,800,000 | | | | | (1) | As of June 30, 2022, 1 = $1.2165, Net Financial Assets based on June 30, 2022, audited financial statements | | | | (2) | As of November 30, 2022, 1 EUR = $1.042, Net Financial Assets based on November 30, 2022, audited financial statements | | Under ASC 805-50-15-6, based on the ownership of Kundnani and the management structure post-acquisition, we believe the following guidance in the transactions between entities under common control subsections applies to combinations between entities or businesses under common control: | | a) | The Seller (APHL or Kundnani) transfers its controlling interest in APL and AML to the Company controlled by the Seller, directly or indirectly through his ownership as an individual or through APHL. This transaction is a legal organization change, but not the reporting entity. The reporting entity remains the Company. | | The SEC staffs conclusions expressed during the deliberations in EITF 02-5 that common control exists between (or among) separate entities in the following situations: An individual or enterprise holds more than 50% of the voting ownership interest of each entity. A group of shareholders has over 50% voting ownership in each entity and a written agreement to vote the majority of shares together. Kundnani meets these criteria. We have accounted for the Acquisition under the acquisition method of accounting per ASC 805, with the Company treated as the accounting acquirer and Targets treated as the acquired Company for financial reporting purposes. We determine the Company an accounting acquirer based on the following facts: (i) after the Acquisition(s), shareholders of the Company held the majority of the voting interest of the combined Company; (ii) the Board of Directors of the Company possess majority control of the Board of Directors of the combined Company; and (iii) members of the management of the Company are responsible for the management of the combined Company. As such, we have treated the financial statements of the Company as the historical financial statements of the combined Company. The Company will present consolidated or combined financial statements in place of financial statements of individual entities. We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified Targets as the legal acquiree, the entity whose equity interests are acquired. | F-20 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** We have recognized Targets assets and liabilities as their carrying amounts in the combined financial statements of the controlling party, the Company, immediately before the Acquisition. This approach does not necessitate a fair value adjustment or a recognition of goodwill that would typically follow a standard business combination. Therefore, we have recorded assets and liabilities at book value. The transactions equity structure involves the issuance of Series B preferred convertible stock valued at $2,538,000, which is reflected in the Companys equity. The post-acquisition consolidation process eliminates any existing intercompany transactions or balances between the Company and Target(s). Although the initial recognition does not adjust assets and liabilities to fair value, the Company evaluates intangible assets in Targets financial statements on December 31, 2023. **AML Purchase Price Allocation** AMLs Balance Sheet as of November 30, 2023 (Acquisition Date): SCHEDULE OF PURCHASE PRICE ALLOCATION | Description | | Book Value, $ | | | | Assets: | | | | | | | Cash and cash equivalents (1) | | | 3,215,638 | | | | Prepaid | | | 5,277 | | | | Financial Assets through profit and less (2) | | | 1,070,795 | | | | Related party guarantee (3) | | | 1,340,432 | | | | Accrued income | | | 1,545,557 | | | | Tax receivable (4) | | | 175,538 | | | | Capitalized software, net | | | 295,391 | | | | Fixed assets (5) | | | 2,391 | | | | Total assets: | | $ | 7,651,019 | | | | Liabilities: | | | | | | | Accounts Payable (6) | | | 173,060 | | | | Financial liability at fair value through profit and loss (7) | | | 515,906 | | | | Current liabilities - Creditors (11) | | | | | | | Related party advances | | | | | | | Customer funds(8) | | | 2,773,824 | | | | Deferred tax liabilities(9) | | | 348,570 | | | | Total liabilities | | $ | 3,811,360 | | | | Net assets, (A) | | | 3,839,660 | | | | Accumulated other comprehensive income (loss), (B) | | | 53,605 | | | | Purchase Price, 833,621 Series B Preferred Stock valued at $1.41, (C) | | | 1,175,406 | | | | Increase in APIC (A) (B) (C) | | $ | 2,610,648 | | | | F-21 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **APL Purchase Price Allocation** APLs Balance Sheet as of November 30, 2023 (Acquisition Date): | Description | | Book Value, $ | | | | Assets: | | | | | | | Cash and cash equivalents, including cash at liquidity provider (1) | | | 28,562,337 | | | | Fixed assets (2) | | | 157,520 | | | | Prepaid | | | 405,702 | | | | Total assets: | | $ | 29,125,559 | | | | Liabilities: | | | | | | | Deferred Tax(9) | | | 430,142 | | | | Current liabilities - Creditors (10) | | | 874,636 | | | | Customer funds (8) | | | 26,239,126 | | | | Related party advances | | | 2,500,619 | | | | Total liabilities | | $ | 30,044,523 | | | | Net assets (A) | | | (918,964 | ) | | | Accumulated other comprehensive income (loss), (B) | | | (5,539 | ) | | | Purchase Price, 966,379 Series B Preferred Stock valued at $1.41, (C) | | | 1,362,594 | | | | Increase in APIC (A) (B) (C) | | $ | (2,276,019 | ) | | | (1) | | We recognize cash and cash equivalents held by AML and APL and deposits in bank accounts and liquidity providers that can be accessed on demand or within 90 days. | | | (2) | | Financial assets at fair values for AML through profit and loss are derivative contracts in favor of AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AMLs derivative financial instruments as level 2. | | | F-22 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** | (3) | | Guarantee provided by Alchemy BVI as a parent to AML for any shortfall in the net capital. | | | | | | | | (4) | | Estimated overpaid tax to Commissioner Tax Revenue, Malta. | | | | | | | | (5) | | All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives. | | | | | | | | (6) | | Trade and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. | | | | | | | | (7) | | Financial liabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AMLs derivative financial instruments as level 2. | | | | | | | | (8) | | Customer net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities. | | | | | | | | (9) | | We recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of November 30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled. | | | | | | | | (10) | | Short-term borrowings are primarily composed of lines of credit and short-term loans from financial institutions. | | **** **Research and Development (R and D) Cost** The Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D expenditure. The GAAP accounting standards require us to expend all research and development expenditures as incurred. For the fiscal year ending December 31, 2024, and 2023, the Company incurred $0 and $0, R and D costs. In the consolidated income statements, we have included the R and D costs in the General and Administrative expenses. **Legal Proceedings** The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Companys legal costs associated with defending itself are recorded as expenses when incurred. On December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc. The nature of the legal claims or disputes has not been fully specified in the received correspondence. The Company is assessing the situation and will respond appropriately. While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material impact on the Companys business, financial condition, and results of operations. The Company intends to defend its interests vigorously and will provide further updates as material developments arise. The Company is currently not involved in any other litigation. **Impairment of Long-Lived Assets** The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment charge is recognized when the assets carrying value exceeds the fair value. There are no impairment charges for the fiscal year ending December 31, 2024, and 2023. | F-23 | | | | | **** **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **Provision for Income Taxes** The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations consolidated statements. The Companys management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. **** **Software Development Costs** By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application softwares estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company established the technical feasibility of the Digital Assets Web Trader Platform in February 2018. The Company completed the technical feasibility of the Condor Investing and Trading App in January 2021. The Company estimates the useful life of the software to be three (3) years. Amortization expenses were $0 and $22,503 for the fiscal year ending December 31, 2024, and 2023, respectively. The Company is developing the Condor Investing and Trading App. The Company is currently capitalizing on the costs associated with the development. The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice Platform. The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the Condor Investing and Trading App. There were no R and D costs for the fiscal year ending December 31, 2024, and 2023. The Company capitalizes major costs incurred during the application development stage for internal-use software. **Convertible Debentures** The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (BCF). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. | F-24 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016; May 16, 2016; November 17, 2016; and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (BCF) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Groups convertible note dated April 24, 2017, the stocks value at the issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (BCF). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $97,996 to interest expense at the issuance date because the debt is convertible. The $97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017. **Foreign Currency Translation and Re-measurement** The Company translates its foreign operations to US dollars following ASC 830, *Foreign Currency Matters*. Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (AOCI) in the Companys stockholders equity and noncontrolling interests. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within Other (income) expense, net, in the year in which the change occurs. We have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pund (GBP), respectively, into US$1.00 at the following exchange rates for the respective dates: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE | | | December 31, 2024 | | | December 31, 2023 | | | | USD: AUD | | $ | 1.6168 | | | | 1.4680 | | | | USD: EUR | | $ | 0.9662 | | | | 0.9155 | | | | USD: GBP | | $ | 0.7990 | | | | 0.7895 | | | Average exchange rate for the period: | | | Q1 2024 | | | Q2 2024 | | | Q3 2024 | | | Q4 2024 | | | | USD: AUD | | $ | 1.5208 | | | | 1.4965 | | | | 1.4839 | | | | 1.5137 | | | | USD: EUR | | $ | 0.9210 | | | | 0.9289 | | | | 0.9095 | | | | 0.9379 | | | | USD: GBP | | $ | 0.7885 | | | | 0.7926 | | | | 0.7687 | | | | 0.7809 | | | | Foreign currency exchange rate, translation | | $ | 0.7885 | | | | 0.7926 | | | | 0.7687 | | | | 0.7809 | | | ADS functional currency is AUD, and the reporting currency is the US dollar. AMLs functional currency is the EUR, and its reporting currency is the US dollar. APLs functional currency is GBP, and its reporting currency is US dollars. The Company translates its records into USD as follows: | | | Assets and liabilities at the rate of exchange in effect at the balance sheet date | | | | | Equities at the historical rate | | | | | Revenue and expense items at the average rate of exchange prevailing during the period | | | F-25 | | | | | **** **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** **** **Fair Value** The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value. Cost Approach The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs to valuation techniques: | Level I | | Level 2 | | Level 3 | | | Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. | | Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies sales, EBITDA, or net income. | | Level 3 is an unobservable input. It may include the companys data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. | | **Basic and Diluted Loss per Share** The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (EPS) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2024, and 2023, the Company had 389,877,880 and 329,492,915 weighted average basic and dilutive shares issued and outstanding, respectively. During the period ending December 31, 2024, and 2023, common stock equivalents were dilutive due to net income. Hence, they are not considered in the computation. **** **Reclassifications** Certain prior period amounts were reclassified to conform to the current years presentation. None of these classifications impacted reported operating or net loss for any presented period. **Recent Accounting Pronouncements** In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Companys accounting policies for revenue sources within the scope of ASC 606. | F-26 | | | | | **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)** In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted. The Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to record, at cost, ADS intangible assets valued at $2,644,842. We evaluate acquired intangible assets for impairment at least annually to confirm if the carrying amount of acquired intangible assets exceeds their fair value. The acquired intangible assets primarily consist of assets under management, wealth management license, and our technology. We use various qualitative or quantitative methods for these impairment tests to estimate the fair value of our acquired intangible assets. We will recognize an impairment charge for the difference if the fair value is less than the carrying value. The Company did not record impairment for the fiscal year ending December 31, 2023. ASU 2020-06, Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entitys Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entitys ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than the fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. | F-27 | | | | | **** **NOTE 3. MANAGEMENTS PLANS** The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. At December 31, 2024, and 2023, the accumulated deficit was $2,563,620 and $2,643,647, respectively. At December 31, 2024, and 2023, the working capital surplus and the deficit were $9,417,247 and $7,460,959, respectively. The increase in the working capital surplus was mainly due to the acquisition of AML and APL, resulting in the increase of current assets over current liabilities as of December 31, 2024. Since its inception till the fiscal year ending December 31, 2022, the Company had sustained recurring losses and negative cash flows from operations. During the fiscal year ending December 31, 2024, and 2023, the Company incurred a net profit of $80,027 and $1,573,176. As of December 31, 2023, the Company had a cash balance of $24,781,389, which the Management believes is sufficient to support its ongoing operations and meet current obligations in the ordinary course of business for at least the next twelve (12) months. Over the past fiscal years, the Company has demonstrated strong revenue growth and improved operational efficiency, with operating expenses decreasing as a percentage of total revenue. While the Company has adequate liquidity to sustain its existing business activities, its strategic growth initiatives, particularly in the development of financial technologies, may require additional capital investment. To accelerate expansion and enhance its technological offerings, the Company may seek external financing through private equity, public markets, or credit facilities. However, the availability and terms of such financing cannot be guaranteed. Management remains focused on strengthening the Companys financial position by expanding its global customer base, increasing revenue from its diversified portfolio of technological solutions, and working toward positive cash flow. To support long-term growth, the Company also plans to invest in long-lived assets that will drive economic benefits beyond the fiscal year 2024. Additionally, Management may explore revolving loan agreements with financial institutions or other funding options, as needed, to complement its organic growth strategy. The Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. See Note 8 for Notes Payable. As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond the fiscal year 2024. | F-28 | | | | | **** **NOTE 4. CAPITALIZED SOFTWARE COSTS** During the fiscal year ending December 31, 2024, and 2023, the estimated remaining weighted-average useful life of the Companys capitalized software was three (3) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis. At December 31, 2024, and 2023, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was $1,163,309 and $1,087,543. At December 31, 2024 and 2023, the unamortized balance of capitalized software for the Company, excluding software of subsidiaries, was $1,008,299 and $799,699. The Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software assets lifespan of three (3) years. We do not estimate any amortization expense in 2024 and beyond. **NOTE 5. RELATED PARTY TRANSACTIONS** Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (FRH Group). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes are convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $0.05 per share. The Notes carry an interest rate of 6% per annum, which is due and payable at maturity. Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share, a cumulative cash amount of $70,000. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Companys CEO and director. On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, also owned by Mr. Hong. | F-29 | | | | | **NOTE 5. RELATED PARTY TRANSACTIONS (continued)** In September 2022, the Company issued 30 million common stock for $300,000 to Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as the director of the Company. As directors compensation, the Company issued 5,000,000 common stock, valued at $60,000. Mr. Kundnani is the director and owner of APL. In January 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $550,000. In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Director of the Company. As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000, and 1,000,000 shares, respectively. On September 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100% of Alchemy Markets DMCC (Alchemy UAE), 100% of APL, and 49.90% of AML. The Company terminated the acquisition of Alchemy UAE in October 2023. On November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from Alchemy Prime Holdings Ltd (APHL) in exchange for 833,621 Series B Preferred Stock. The Company did not exchange cash in the transaction. The Company has issued the Series B Preferred Stock to APHL. Kundnani, a related party, is the sole shareholder of APHL, a related party. As a result, the Company now owns one hundred percent (100.00%) of AML, an operating entity of Alchemy BVI. On November 30, 2023, the Company purchased one hundred percent (100.00%) of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APHL in exchange for 966,379 Series B Preferred Stock. The Company did not exchange cash in the transaction. The Company has issued the Series B Preferred Stock APHL. Kundnani, a related party, is the sole shareholder of APHL. **** Kundnani, a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million. FDCTech has issued the Series A Preferred stock to Kundnani. **** Kundnani, a related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million. FDCTech has issued the Common stock to Kundnani. **** In December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Companys CEO, provided $20,000 as a related party advance for working capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share. **NOTE 6. LINE OF CREDIT** Since June 2016, the Company obtained an unsecured revolving line of credit of $40,000 from Bank of America to fund various purchases and travel expenses. The line of credit has an average interest rate for purchases at the close of business on December 31, 2024, and cash is drawn at 12% and 25%, respectively. Since October 2024, the Company obtained an additional unsecured revolving line of credit with no preset spending limit, which means the spending limit is flexible. The pay over time limit is $45,000.00. The credit line has an average purchase interest rate of 28% as of December 31, 2024. As of December 31, 2024, the Company complies with the credit lines terms and conditions. At December 31, 2024, and 2023, the outstanding balance was $115,337 and $60,742, respectively. | F-30 | | | | | **** **NOTE 7. NOTES PAYABLE RELATED PARTY** **Convertible Notes Payable** Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder. The Company executed Convertible Promissory Notes, due between April 24, 2019, and June 30, 2019. The Notes are convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $0.05 per share. The Notes carry an interest rate of 6% per annum, which is due and payable at maturity. The parties have extended the Notes maturity date to June 30, 2021. At December 31, 2020, the current portion of convertible notes payable and accrued interest was $1,000,000 and $256,908, respectively. There was no non-current portion of convertible notes payable and accrued interest. At December 31, 2019, the current portion of convertible notes payable and accrued interest was $1,000,000 and $196,908, respectively. There was no non-current portion of convertible notes payable and accrued interest. At December 31, 2020, there was no non-current portion of the Notes payable and accrued interest. The Company will pay the Notes outstanding principal amount, together with interest at 6% per annum, in cash on the Maturity Date to this Notes registered holder. In the event the Company does not make, when due, any payment, when due, of principal or interest required to be made, the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent (10%) per annum. On February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of One Hundred Thousand and 00/100 Dollars ($100,000) on February 28, 2018 (the Original Maturity Date). The initial conversion rate will be $0.10 per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Companys common stocks fair market value is less than $0.10 per share. In that case, the conversion price shall be discounted by 30%, but in no event will the conversion price be less than $0.05 per share with a maximum of 2,000,000 shares if FRH Group converts the entire Note subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($400,000) on May 31, 2018 (the Original Maturity Date). The initial conversion rate will be $0.10 per share or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Companys common stocks fair market value is less than $0.10 per share. In that case, the conversion price shall be discounted by 30%, but in no event will the conversion price be less than $0.05 per share with a maximum of 8,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000) on November 30, 2018 (the Original Maturity Date). The initial conversion rate would be $0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below. For example, the Companys common stocks fair market value is less than $0.10 per share. In that case, the conversion price shall be discounted by 30%, but in no event will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000) on April 24, 2019 (the Original Maturity Date). The initial conversion rate will be $0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Companys common stocks fair market value is less than $0.10 per share. In that case, the conversion price shall be discounted by 30%, but in no event will the conversion price be less than $0.05 per share with a maximum of 5,000,000 shares if the entire Note was converted, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. | F-31 | | | | | **** **NOTE 7. NOTES PAYABLE RELATED PARTY (continued)** **Convertible Notes Payable (continued)** **FRH Group Note Summary** SCHEDULE OF NOTES PAYABLE | Date of Note: | | 2/22/2016 | | | 5/16/2016 | | | 11/17/2016 | | | 4/24/2017 | | | | Original Amount of Note: | | $ | 100,000 | | | $ | 400,000 | | | $ | 250,000 | | | $ | 250,000 | | | | Outstanding Principal Balance: | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Conversion Date (1): | | | 02/22/2021 | | | | 02/22/2021 | | | | 02/22/2021 | | | | 02/22/2021 | | | | Interest Rate: | | | 6 | % | | | 6 | % | | | 6 | % | | | 6 | % | | | Date to which interest has been paid: | | | Accrued | | | | Accrued | | | | Accrued | | | | Accrued | | | | Conversion Rate on February 22, 2021: | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | | | $ | 0.10 | | | | Floor Conversion Price: | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.05 | | | | Number Shares Converted for Original Note: | | | 1,000,000 | | | | 4,000,000 | | | | 2,500,000 | | | | 2,500,000 | | | | Number Shares Converted for Interest: | | | 29,117 | | | | 111,000 | | | | 61,792 | | | | 55,000 | | | | (1) | Note Extension On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity also owned by Mr. Hong. | | **Cares Act Paycheck Protection Program (PPP Note)** On May 01, 2020, the Company received proceeds of $50,632 from the Promissory Note (PPP Note) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The funding of the PPP Note is conditioned upon approval of the Companys application by the Small Business Administration (SBA) and Bank of America (Bank), receiving confirmation from the SBA that the Bank may proceed with the PPP Note. Suppose the SBA does not confirm the PPP Notes forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply for PPP Note forgiveness. In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under the PPP Note, including principal and interest (the PPP Note Balance). In such case, Bank will establish the terms for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance, the amount of each monthly payment, the interest rate (not above a fixed rate of one percent (1.00%) per annum), the term of the PPP Note, and the maturity date of two (2) years from the funding date of the PPP Note. No principal or interest payments will be due before the Deferment Period, which is ten months from the end of the covered period. The PPP Note outstanding balance is $5,661 as of December 31, 2024. **SBA Loan** On May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900). The installment payments will include the principal and interest of $707 monthly and begin Twelve (12) months from the promissory note date. The principal and interest balance will be payable Thirty (30) years from the promissory Note date. Interest will accrue at 3.75% per annum and only on $144,900 funds advanced from May 22, 2020, the advance date. The SBA loan outstanding balance is $114,184 as of December 31, 2024. **AJB Note** On January 27, 2022, the Company signed a promissory note (AJB Note) with AJB Capital Investments, LLC (AJB Capital), a Delaware limited liability company, for the principal amount of $550,000 with a maturity date of July 27, 2022, and a coupon of 10%. As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US $155,000 of the Companys common stock. The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the Shares) and 1,000,000 3-year cash warrants (Warrants) priced at $0.30. The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of the agreement. The Company paid off the loan in February 2023. On December 27, 2023, the Company redeemed the Warrants on the following terms: | | i) | the Company shall pay $100,000 to the Purchaser concurrently with its execution and delivery of this letter agreement (this Letter Agreement); | | | | | | | | | ii) | the Company shall pay $100,000 to the Purchaser on or before January 26, 2024 (the Second Repayment); and | | | | | | | | | iii) | the Company shall issue to the Purchaser 5,000,000 restricted shares of the Companys Common Stock (the Shares) on January 2, 2024 (the Share Issuance). | | **Economic Injury Disaster Loan (EIDL)** The Small Business Administration offers the Economic Injury Disaster Loan program. The CARES Act changed the program to provide an emergency grant of up to $10,000 per business, which is forgivable like the PPP Note. The Company doesnt have to repay the grant. On May 14, 2020, the Company received $4,000 in EIDL grants. The Company has recorded it as other income since the EIDL grant is forgivable. | F-32 | | | | | **** **NOTE 8. COMMITMENTS AND CONTINGENCIES** **Office Facility and Other Operating Leases** **Irvine Lease, California, USA (Companys Headquarter)** Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (Agreement), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as Renewal Term). The Commitment Term and all subsequent Renewal Terms shall constitute the Term. The Company may terminate this Agreement by delivering to the lessor Form (Exit Form) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (Termination Effective Month). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $95 per month compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **Brisbane, Australia (ADS Office)** Effective January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is around $125 per month and is included as the General and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **Limassol, Cyprus Lease (Companys Executive Rental)** From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is $1,750, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year. The offices monthly rent payment is approximately $3,500, which is included in the general and administrative expenses. From July 2023 to the present, the Company leased office space for its CEO. The offices monthly rent payment is $3,500, which is included in the general and administrative expenses. The down payment for the lease was approximately $6,300. The lease is for one year and is renewable two months before the term ends in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842. **Limassol, Cyprus Lease, Europe (ATECH Office)** Effective August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the Sublessor) and AlchemyTech Ltd (the Sublessee), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026. The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5% increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of 192,000 over the lease term, which is payable in monthly installments of 8,000 (or $8,600) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. **St. Julian, Malta (AML Office)** Effective July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as Renewal Term). The term and all subsequent renewal terms shall constitute the Term. AML may terminate this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office is 1,659 per. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **Tel Aviv, Israel (AML Sales Office)** Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and conference room usage. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of $4,500 (including VAT). Additionally, an advance deposit of $6,300 was paid as security for the Companys obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises with prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. **** **London, United Kingdom (APL Office)** Effective December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London, EC1V BAR. The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy Prime Limited, as the tenant. The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent of 112,500 (or $12,000 monthly), payable in quarterly installments. APL is also liable for service charges, insurance rent, and maintenance responsibilities as specified in the agreement. The lease includes an option to terminate (Break Clause) on or after 2026, provided that a four-month prior written notice is given. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. **Terminated Leases** **** **Limassol, Cyprus Lease, Europe (Ecastica)** From October 2023 to January 2024, the Company leased office space in the Limassol District, Cyprus, for a specific purpose. This space was intended for our subsidiary, Alchemytech Ltd, to be established in Cyprus in March 2024. The monthly rent payment for this office was approximately $1,000, and the down payment for the lease was approximately $6,300. These expenses were included in the general and administrative expenses. The lease was terminated in August 2024. **Chelyabinsk, Russia** From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia. From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for an eleven (11) month term. The offices rent payment is $500 per month, and the Company has included it in the General and administrative expenses. From March 2020, this agreement continues on a month-to-month basis until the Company, or the lessor, chooses to terminate by the agreements terms by giving thirty (30) days notice. The Company uses the office for software development and technical support. Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey. In April 2023, we relocated our personnel to Kazakhstan. Rental expenses are included in General and Administrative costs. **Employment Agreement** The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive is paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company is paying a monthly compensation of $5,000 per month to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually. Effective October 1, 2020, the Company paid $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company paid $15,000 monthly to its CEO and CFO. **Accrued Interest** At December 31, 2024, and December 31, 2023, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $70,493 and $33,062, respectively. **Pending Litigation** On December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc. The nature of the legal claims or disputes has not been fully specified in the received correspondence. The Company is assessing the situation and will respond appropriately. While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material impact on the Companys business, financial condition, and results of operations. The Company intends to defend its interests vigorously and will provide further updates as material developments arise. Management is unaware of any other actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting any of the assets or any affiliate of the Company. **Tax Compliance Matters** From inception to date, the Companys officers are paid as independent contractors; as a result, as of December 31, 2024, the Company believes payroll tax liabilities are not estimated. The Companys federal taxes are compliant with the Internal Revenue Service regulations. | F-33 | | | | | **** **NOTE 9. STOCKHOLDERS DEFICIT** **Authorized Shares** On February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares. As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $.0001 per share. On February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 10, 2022 (the Record Date) of the common stock, $0.0001 par value per share (the Common Stock), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the Board) and by written consent of the holders of a majority of the voting power of Companys issued and outstanding capital stock (the Approving Stockholders): | 1. | To amend our certificate of incorporation, as amended (the Certificate), to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000 (the Authorized Share Increase and together with the 2022 Equity Plan, the Corporate Action), and | | | | | | | 2. | To approve the Companys 2022 Equity Plan (the 2022 Equity Plan) | | On February 10, 2022, the Board approved the Corporate Actions. To implement the actions, the Company opted to obtain written consent from a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws. On February 10, 2022, the Approving Stockholders gave their approval. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62% of the Companys total issued and outstanding voting power. As of December 31, 2022, the Company had no equity compensation plans. On February 21, 2024, our Board unanimously approved the Corporate Actions. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Companys voting power to approve the actions described in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the DGCL) and our bylaws. On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions. The Approving Stockholders (common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company. On March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed all holders of record on February 21, 2024 (the Record Date) of the common stock, $0.0001 par value per share (the Common Stock), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company (the Board) and by written consent of the holders of a majority of the voting power of Companys issued and outstanding capital stock (the Approving Stockholders): | | 1. | To amend our certificate of incorporation, as amended (the Certificate), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the Authorized Share Increase), and | | | | | | | | | 2. | To authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50, to be determined by the Board of Directors, and | | | | | | | | | 3. | To approve the Companys 2023 Stock Incentive Plan (the 2023 Stock Incentive Plan). | | | F-34 | | | | | **NOTE 9. STOCKHOLDERS DEFICIT (continued)** As both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been completed. We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement and the accompanying notice are mailed to our stockholders. Our Board may abandon either or both Corporate Actions for any reason before their effective date. As of December 31, 2024, and 2023, the Companys authorized capital stock consists of 10,000,000 shares of preferred stock, a par value of $0.0001 per share, and 500,000,000 shares of common stock, a par value of $0.0001 per share. As of December 31, 2024, and December 31, 2023, the Company had 390,584,729 and 388,584,729, respectively, common shares issued and outstanding. As of December 31, 2024, and 2023, the Company had 4,500,000 and 6,500,000 Series A Preferred stock issued and outstanding. As of December 31, 2024, and 2023, the Company had 2,361,844 and 1,800,000 Series B Preferred Stock issued and outstanding. **Series A Preferred Stock** The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024. SCHEDULE OF SERIES A PREFERRED STOCK | Name and Address(1) | | Title of Class (4) | | Number of Shares Beneficially Owned | | | Percent of Class | | | | Mitch Eaglstein | | Series A Preferred | | | 500,000 | | | | 11.11 | % | | | Gope S. Kundnani (5) | | Series A Preferred | | | 4,000,000 | | | | 88.89 | % | | | Officers and Directors as a group (2 persons) | | Series A Preferred | | | 4,500,000 | | | | 100.00 | % | | | (4) | Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. On December 12, 2016, the Board agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders, in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding. | | | (5) | In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the Director of the Company. As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000, and 1,000,000 shares, respectively. | | On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $2,500,000. The Company will receive $2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share. On January 30, 2024, the Companys board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong. | F-35 | | | | | **NOTE 9. STOCKHOLDERS DEFICIT (continued)** **Series B Preferred Stock** The percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024. SCHEDULE OF SERIES B PREFERRED STOCK | Name and Address(1) | | Title of Class (6) | | Number of Shares Beneficially Owned | | Percent of Class | | | Alchemy Prime Holdings Ltd. | | Series B Preferred | | | 1,800,000 | | | | 76.21 | % | | | Gope S. Kundnani | | Series B Preferred | | | 191,844 | | | | 6.35 | % | | | Mitchell M. Eaglstein | | Series B Preferred | | | 150,000 | | | | 6.35 | % | | | Imran Firoz | | Series B Preferred | | | 150,000 | | | | 6.35 | % | | | FRH Group | | Series B Preferred | | | 50,000 | | | | 2.12 | % | | | William B. Barnett | | Series B Preferred | | | 10,000 | | | | 0.42 | % | | | Susan E. Eaglstein | | Series B Preferred | | | 10,000 | | | | 0.42 | % | | | Officers and Directors as a group (3 persons) | | Series B Preferred | | | 2,291,844 | | | | 97.04 | % | | | (6) | The Series B Preferred Stock are non-dilutive and are not subject to stock splits or any other adjustments to the Companys common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Companys common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,361,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis. | | On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $2,538,000, for the purchase of 49.90% of AML and 100% of APL. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $1.41 per share. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share. | F-36 | | | | | **NOTE 9. STOCKHOLDERS DEFICIT (continued)** **Common Stock** On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company. On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members. On March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $50,000. The Company issued the securities with a restrictive legend. On March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $75,000. The Company issued the securities with a restrictive legend. On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of $50,000. The Company issued the securities with a restrictive legend. On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of $20,000. The Company issued the securities with a restrictive legend. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director of the Company. From July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $98,000 under its offering Memorandum, where the unit consists of one (1) share of common stock and one Class A warrant (See Note 11). On October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $10,500. The Company issued the securities with a restrictive legend. On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight (8) consultants valued at $9,000. From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $4,950. On February 26, 2019, the Company filed the Post-Effective Amendment No. 1 (the Amendment) related to the Registration Statement on Form S-1and its amendments thereto, filed with the U.S. Securities and Exchange Commission on November 22, 2017 and declared effective on August 7, 2018 (Registration No. 333-221726) (the Registration Statement) of FDCTech, Inc., a Delaware corporation (the Registrant), amended the Registration Statement to remove from registration all shares of common stock that were offered for sale by the Registrant but were not sold before the termination of the offering made according to the Registration Statement. At the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock offered for sale by the Registrant were not sold or issued. | F-37 | | | | | **NOTE 9. STOCKHOLDERS DEFICIT (continued)** Effective June 3, 2020, the Company issued 2,745,053 shares of common stock to Benchmark Investments, Inc. (Broker-Dealer or Kingswood Capital Markets) at $0.25 per share for a total value of $686,263. The Broker-Dealer is retained to provide general financial advisory to the Company for the next twelve months. The Company has expensed the prepaid compensation through the income statement following a regular straight-line amortization schedule over the contracts life, which is for twelve monthswhen Kingswood Capital Markets presumably will produce benefits for the Company. On August 25, 2020, the Company and Broker-Dealers terminated all obligations other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealers. The Broker-Dealer returned the 2,745,053 shares of the Companys common stock as of December 31, 2020. On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $30,000. The Company issued the securities with a restrictive legend. On January 31, 2021, the Company issued 2,300,000 restricted common shares for professional services to two (2) consultants valued at $621,000. On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the Agreement) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock of the Company (the Shares) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity also owned by Mr. Hong. On May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $350,000. On June 02, 2021, the Company issued 1,750,000 restricted common shares for the Genesis Agreement to a consultant valued at $437,500. As the Genesis Agreement did not materialize, the Consultant returned the shares to the treasury. On June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $21,000. On July 06, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $22,000. On July 20, 2021, the Company issued 545,852 restricted common shares for professional services to a consultant valued at $98,253. On October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 shares to AD Securities America, LLC for $200,000. The Company has not received the cash as of the date of the report. The Company issued 670,000 registered shares to White Lion as consideration shares valued at $80,400. On October 5, 2021, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $164,250. In November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $62,375. On December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00% controlling interest in AD Advisory Service Pty Ltd, Australias regulated wealth management company. In December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services and software development valued at $169,500. On January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $93,750. | F-38 | | | | | **NOTE 9. STOCKHOLDERS DEFICIT (continued)** From January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $114,185. On January 27, 2022, the Company entered into a promissory note agreement (AJB Note) with AJB Capital Investments, LLC (AJB Capital). The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the Shares) and 1,000,000 3-year cash warrants (AJB Warrants) priced at $0.30 as consideration fees for the AJB Note. The AJB Warrants and Shares, together called the Incentive Fee, are issued when the agreement is signed. As of September 30, 2022, all AJB Warrants are out-of-money and not exercised. On July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $9,475. On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000. On September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S. Kundnani for services valued at $60,000. On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $166,000. On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $76,000. On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the AJB Note valued at $60,525. On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000. On November 30, 2028, the Company issued 50,000,000 restricted shares for cash valued at $5,500,000 to Kundnani. Kundnani, a director and controlling shareholder of the Company, is an officer and controlling shareholder of the Company. On December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB for the redemption of warrants valued at $90,000. On May 9, 2024, the Company issued 2,000,000 shares for a cash value of $20,000. **** **NOTE 10. COMPREHENSIVE INCOME** The Companys other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries that do not use the U.S. dollar as their functional currency. The following table shows the changes in AOCI by component for 2024 and 2023: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME | Accumulated Comprehensive Income: | | Cumulative Foreign Currency Translation | | | Balance as of December 31, 2022 | | $ | 17,544 | | | | Other comprehensive income (loss), attributed to ADS | | | 25,761 | | | | Other comprehensive income (loss), attributed to AML | | | 208,618 | | | | Other comprehensive income (loss), attributed to APL | | | (26,695 | ) | | | Total other comprehensive income (loss) | | | 207,684 | | | | Balance as of December 31, 2023 | | $ | 225,228 | | | | Other comprehensive income (loss), attributed to ADS | | | (65,755 | ) | | | Other comprehensive income (loss), attributed to AML | | | 126,865 | | | | Other comprehensive income (loss), attributed to APL | | | 920 | | | | Other comprehensive income/(loss), ATECH | | | (8,760 | ) | | | Total other comprehensive income/(loss) | | | 53,270 | | | | Balance as of December 31, 2024 | | $ | 278,498 | | | **NOTE 11. WARRANTS** The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the Shares) and 1,000,000 3-year cash warrants (AJB Warrants) priced at $0.30 as consideration fees for the AJB Note. The AJB Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of the agreement. On December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB Capital for the redemption of warrants valued at $90,000. In addition, the Company paid $100,000 to AJB Capital, with the remaining $100,000 to be paid on or before January 26, 2024. | F-39 | | | | | **NOTE 12. INCOME TAXES** Our income tax expenses, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect managements best estimate of current and future taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions, namely Malta, the United Kingdom, and Australia. Significant judgments and estimates are required to determine the consolidated income tax expense. The Company calculates income taxes using the asset and liability method of accounting. We compute Deferred income taxes by multiplying statutory rates applicable to estimated future-year differences between the consolidated financial statement and tax basis carrying amounts of assets and liabilities. In evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require the use of significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss). The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than fifty percent (50.00%) likely to be realized upon ultimate settlement with the related tax authority. On December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the Act). The Act amends the Internal Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions. The Act reduces the corporate federal tax rate from a maximum of 35% to a 21% rate for corporations. The rate reduction will take effect on January 1, 2018. Therefore, we have applied the tax rate of 21% to the ending balance of federal deferred tax assets. As we provided a full valuation allowance against our net deferred tax assets, we have not recorded any tax impact due to the tax rate change. We consider the earnings of certain non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. If we decide to repatriate the foreign earnings, we will need to adjust our income tax provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States. The income tax provision for FDCTech as a standalone is summarized as follows: SCHEDULE OF PROVISION FOR INCOME TAXES | Income Tax | | Deferred Tax Assets/Liability | | | | | December 31, 2024 | | December 31, 2023 | | | | | Book value | | Tax value | | Book value | | Tax value | | | Income (Loss) per Books | | | | | | | | | | | | | | | | | | | M-1 Differences: | | | (675,339 | ) | | | (141,821 | ) | | | 230,010 | | | | 48,302 | | | | Stock/options issued for services | | | 792,200 | | | | 166,362 | | | | 176,525 | | | | 37,070 | | | | Depreciation and amortization | | | 186,350 | | | | 39,134 | | | | 236,413 | | | | 49,647 | | | | Tax income (loss) | | | 303,211 | | | | 63,674 | | | | 642,948 | | | | 135,019 | | | | | | | | | | | | | | | | | | | | | | | Prior Year NOL (exclude effect of state tax) | | | (752,927 | ) | | | (158,115 | ) | | | (1,395,876 | ) | | | (293,134 | ) | | | Cumulative NOL | | | (449,716 | ) | | | (94,440 | ) | | | (752,928 | ) | | | (158,115 | ) | | SCHEDULE OF DEFERRED TAX ASSETS | | | December 31, 2024 | | December 31, 2023 | | | Net operating loss carry forwards. | | | 94,440 | | | | 158,115 | | | | Stock/options issued for services | | | 166,362 | | | | 37,070 | | | | Depreciation and amortization | | | 39,134 | | | | 49,647 | | | | Valuation allowance | | | (299,936 | ) | | | (244,832 | ) | | | Total | | | - | | | | - | | | | | | | | | | | | | | | Tax at statutory rate (21%) | | | (141,821 | ) | | | 48,302 | | | | State tax benefit, net of federal tax effect | | | - | | | | - | | | | Change in valuation allowance | | | 141,821 | | | | (48,302 | | | | Total | | | - | | | | - | | | In 2024 and 2023, the Company as a standalone, excluding its subsidiaries, had pre-tax income of $303,211 and $642,948, respectively. As of December 31, 2024, we had approximately $449,716 in net deferred tax assets (DTAs) expiring in 2037 for the federal and 2037 for the state. These DTAs include approximately $449,716 related to net operating loss carryforwards that can be used to offset taxable income for the fiscal year ending December 31, 2024, and future periods and reduce our income taxes payable in those future periods. | F-40 | | | | | **** **Note 12. Income Taxes****(continued)** The benefit from certain state NOL carryforwards is unlikely to be realized. If we realize NOL carryforwards for the fiscal year ending December 31, 2024, our taxable pre-tax income of $303,211 will be a loss of $449,716. If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits related to any reversal of the valuation allowance on deferred tax assets as of December 31, 2024, will be accounted for as follows: approximately $752,927 will be recognized as a reduction of income tax expense and $752,927 will be recorded as an increase in equity. If we are unable to realize the benefits of NOL carry forwards, in recognition of this risk, we have provided a valuation allowance of $299,936 on the deferred tax assets related to these state NOL carryforwards. For the years ended December 31, 2024, and 2023, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions defined under ASC 740. Should such a position be identified in the future, and if the Company owes interest and penalties, these would be recognized as interest expenses and other expenses, respectively, in the consolidated financial statements. The Company has identified the United States Federal tax returns as its major tax jurisdiction. The Company has submitted and received acceptance of the United States Federal return for 2023 and 2022. The Company was not subject to tax examination by authorities in the United States before 2016. The State Franchise Tax return for 2023 and 2022 has been submitted and accepted by the Delaware State Franchise Tax Board. Currently, the Company does not have any ongoing tax examinations. **NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS** We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. **NOTE 14. SUBSEQUENT EVENTS** In January 2025, the Company announced the signing of a Letter of Intent (LOI) to acquire Alchemy Global Ltd. (Alchemy Global), a Seychelles-registered securities dealer authorized by the Financial Services Authority (FSA) under license number SD136. The acquisition is a strategic move aimed at establishing a significant presence in the Middle Eastern and Asian markets, with the deal expected to close by the third quarter of 2025, subject to customary closing conditions and regulatory approvals. In January 2025, the Company issued 32,000,000 restricted common stock to three personnel who work at its subsidiaries for services valued at $35,200. The Company had evaluated subsequent events through March 31, 2025, when these financial statements were available to be issued. | F-41 | | | | | **** **EXHIBIT INDEX** | Exhibit | | Item | | | | | | | | 3.1 | | Articles of Incorporation | | | | | | | | 3.2 | | Bylaws | | | | | | | | 19.1 | | FDCTech, Inc. Insider Trading Policy | | | | | | | | 21.1 | | List of Subsidiaries | | | | | | | | 31.1 | | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | | | | | | | | 31.2 | | Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32.1 | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32.2 | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 101.INS* | | Inline XBRL Instance Document | | | | | | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema | | | | | | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | | | | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase | | | | | | | | 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase | | | | | | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | | | | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | F-42 | |