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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report: June 30, 2023

(Date of earliest event reported)

 

FDCTECH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56338   81-1265459

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS. Employer

Identification No.)

 

200 Spectrum Center Drive, Suite 300

Irvine, CA 92618

(Address of principal executive offices, including zip code)

 

(877) 445-6047

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common   FDCT   OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

   
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Current Report on Form 8-K contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. These forward-looking statements include but are not limited to, statements related to our ability to raise sufficient capital to finance our planned operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.

 

These forward-looking statements are only predictions, are uncertain, and involve substantial known and unknown risks, uncertainties, and other factors that may cause our (or our industry’s) actual results, levels of activity, or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this Current Report on Form 8-K sets forth detailed risks, uncertainties, and cautionary statements regarding our business and these forward-looking statements.

 

We cannot guarantee future results, levels of activity, or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements we may issue. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any forward-looking statements to conform these statements to reflect actual results, later events, or circumstances or to reflect the occurrence of unanticipated events.

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number   Description
     
99.1   Unaudited Proforma condensed combined financial information statements as of and for the six months ended June 30, 2023, and the fiscal year ended December 31, 2022.
     
99.2   Audited financial statements of the acquired company – Alchemy Markets Limited (formerly known as NSFX Ltd.), for the fiscal year ended November 30, 2022, and 2021.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FDCTECH, INC.
       
September 6, 2023   By: /s/ Imran Firoz
Date     Imran Firoz
      Chief Financial Officer
      (Principal Executive Officer)

 

   

 

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Introduction

 

The following unaudited pro forma combined financial statements of FDCTech, Inc. (the “Company,” “FDCTech,” “we,” or “us”) and Alchemy Markets Limited [“Alchemy (Malta) or “NSFX”)] present the historical financial information of FDCtech adjusted with Alchemy (Malta) to give effect to the acquisition of 50.10% of Alchemy (Malta) by the FDCTech. We have prepared the following unaudited pro forma combined financial information following Article 11 of Regulation S-X.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, incorporates the historical unaudited condensed balance sheet of FDCTech and the historical unaudited condensed consolidated balance sheet of Alchemy (Malta) as of June 30, 2023, on a pro forma basis as if the acquisition and related transactions, summarized below, had been consummated on June 30, 2023, which is the actual Acquisition Date.

 

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023, combines the historical unaudited condensed statement of operations of FDCTech and the historical unaudited condensed consolidated statement of operations of Alchemy (Malta) for the six months ended June 30, 2023, on a pro forma basis as if the acquisition and related transaction summarized below, had been consummated on January 1, 2022.

 

The unaudited pro forma combined statement of operations for the fiscal year ended December 31, 2022, combines the historical audited statement of operations of FDCTech and the historical unaudited consolidated statement of operations of Alchemy (Malta) for such period on a pro forma basis assuming FDCTech consummated the acquisition and related transactions on January 1, 2022.

 

The unaudited pro forma combined financial statements have been developed and should be read in conjunction with:

 

  the accompanying notes to the unaudited pro forma combined financial statements;
     
  the audited consolidated financial statements of FDCTech as of December 31, 2022, and the related notes thereto;
     
  the unaudited six months condensed consolidated financial statements of FDCTech as of June 30, 2023, and the related notes thereto;
     
  the audited consolidated financial statements of Alchemy (Malta) as of November 30, 2022, and the related notes thereto;
     
  the unaudited six months condensed consolidated financial statements of Alchemy (Malta) as of June 30, 2023, and the related notes thereto;
     
  the section entitled “FDCTech Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information relating to FDCTech included reports filed with the SEC or elsewhere or incorporated by reference in this 8-K; and

 

F-1

 

 

The unaudited pro forma combined financial information has been presented for illustrative purposes only. It does not necessarily reflect what the combined entity’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined entity. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to various factors. Assumptions and estimates underlying the unaudited pro forma adjustments outlined in the unaudited pro forma combined financial statements are described in the accompanying notes. FDCTech believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the acquisition based on information available to Management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma combined financial information, including but not limited to the following:

 

FDCTech has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances concerning Alchemy (Malta) immediately after the Closing;

 

  The relative voting rights. FDCTech holds the majority of Alchemy (Malta) ‘s voting rights; therefore, we are the accounting acquirer.
     
  The composition of the governing body. FDCTech is the governing body of Alchemy (Malta), and we are the accounting acquirer.
     
  The composition of the senior Management. If the senior Management comprises primarily the management personnel from one of the combining entities, that entity is likely the accounting acquirer.

 

We have determined the method of accounting for the business combination. The accounting acquirer applies the acquisition method and recognizes the acquiree’s identifiable assets, liabilities, and any noncontrolling interest in the acquiree at their fair values as of the acquisition date. The fair values of Alchemy (Malta) ‘s assets and liabilities equal their carrying amounts. Therefore, we did not need any adjustments to the carrying amounts of these assets and liabilities on FDCTech’s balance sheet.

 

F-2

 

 

FDCTECH, INC

UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2023

(Currency expressed in United States Dollars)

 

   FDCTech   Alchemy (Malta)   Total  

Pro Forma

Adjustments

(Note 3)

 

Pro Forma

Combined

 
   (USD)   (USD)   (USD)      (USD) 
Assets                       
Current assets:                       
Cash  $127,057   $24,510   $(24,510)  A  $127,057 
Accounts receivable, net   2,857,581    2,715,888    (2,715,888)  B   2,857,581 
Other current assets   1,142,499    741,231    (741,231)  C   1,142,499 
Total Current assets   4,127,137    3,481,629    (3,481,629)      4,127,137 
Fixed assets, net   3,096    3,096    (3,096)  D   3,096 
Capitalized software, net   895,748    -    -       895,748 
Acquired tangible assets   35,953    -    -       35,953 
Acquired intangible assets   2,600,800    -    -       2,600,800 
Total assets  $7,662,734   $3,484,725   $(3,484,725)     $7,662,734 
Liabilities and Stockholders’ Deficit                       
Current liabilities:                       
Accounts payable  $519,450   $-   $       $519,450 
Line of credit   50,310    -            50,310 
Payroll tax payable   226,779    -            226,779 
Business acquisition loan   350,000    -            350,000 
Cares act - PPP advance   32,644    -            32,644 
Other current liabilities   640,632    482,022    (482,022)  E   640,632 
Total Current liabilities   1,819,815    482,022    (482,022)      1,819,815 
SBA loan – non-current   126,941    -    -       126,941 
Deferred tax liabilities   349,326    349,326    (349,326)  F   349,326 
Accrued interest – non-current   17,386    -    -       17,386 
Total liabilities   2,313,468    831,348    (831,348)      2,313,468 
Commitments and Contingencies (Note 9)                       
Stockholders’ Deficit:                       
Preferred stock, par value $0.0001   400    -    -       400 
Common stock, par value $0.0001   33,358    -    -       33,358 
Additional paid-in capital   6,349,824    -    -       6,349,824 
Accumulated other comprehensive income   (8,933)   -    -       (8,933)
Accumulated deficit   (3,649,885)   878,733    (878,733)  G   (3,649,885)
Total FDCTech stockholders’ equity (deficit)   2,724,764    878,733    (878,733)      2,724,764 
Noncontrolling interest   2,624,502    1,774,644    1,774,644)  H   2,624,502 
Total liabilities and stockholders’ deficit  $7,662,734   $3,484,725   $(3,484,725)     $7,662,734 

 

See accompanying notes to unaudited proforma condensed combined financial statements

 

F-3

 

 

FDCTECH INC.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(Currency expressed in United States Dollars)

 

   FDCTech   Alchemy (Malta)   Total   Proforma Adjustments (Note 3)  Proforma Combined 
   (USD)   (USD)   (USD)      (USD) 
Revenues                       
Technology & software  $474,565   $-    (90,000)  I   384,565 
Wealth management   2,836,271    -    -       2,836,271 
Trading   -    1,621,345    -       1,621,345 
Total revenue   3,310,836    1,621,345    (90,000)      4,842,181 
Cost of sales                       
Technology & software   22,503    -    -       22,503 
Wealth management   2,549,135    -    -       2,549,135 
Total cost of sales   2,571,638    -    -       2,571,638 
Gross Profit   739,198    1,621,345    (90,000)      2,270,543 
Operating expenses:                       
General and administrative   979,709    1,537,367    (90,000)  J   2,427,076 
Sales and marketing   41,823    -    -       41,823 
Total operating expenses   1,021,532    1,537,367    (90,000)      2,468,899 
Operating loss   (282,334)   83,978    -       (198,356)
Other income (expense):                       
Gain on purchase   979,342    -    (979,342)  K   - 
Other interest expense   (10,852)   -    -       (10,852)
Other income (expense)   (988)   -    -       (988)
Total other expense   967,502    -    (979,342)      (11,840)
Income (loss) before provision for income taxes   685,168    83,978    (979,342)      (210,196)
Provision for income taxes   -    -    -       - 
Net loss  $685,168   $83,978    (979,342)      (210,196)
Less: Net income attributable to noncontrolling interest   (43,525)   -    -       (43,525)
Net income attributable to FDCTech’s shareholders  $728,693   $83,978   $(979,342)     $(166,671)
Net loss per common share, basic and diluted  $(0.01)  $-            (0.00)
Weighted average number of common shares outstanding basic and diluted   316,587,950    -    -       316,587,950 

 

See accompanying notes to unaudited proforma condensed combined financial statements

 

F-4

 

 

FDCTECH INC.

UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

(Currency expressed in United States Dollars)

 

   FDCTech   Alchemy (Malta)   Total   Proforma Adjustments (Note 3)  Proforma Combined 
   (USD)   (USD)   (USD)      (USD) 
Revenues                       
Technology & software  $626,000   $-    (132,000)  L   626,000 
Wealth management   5,827,732    -    -       5,827,732 
Trading   -    5,519,388    -       5,387,388 
Total revenue   6,453,732    5,519,388    (132,000)      11,841,120 
Cost of sales                       
Technology & software   159,051    -    -       159,051 
Wealth management   5,275,741    -    -       5,275,741 
Total cost of sales   5,434,792    -    -       5,434,792 
Gross Profit   1,018,940    5,519,388    (132,000)      6,406,328 
Operating expenses:                       
General and administrative   1,679,121    5,193,843    (132,000)  M   6,740,964 
Sales and marketing   382,864    -    -       382,864 
Total operating expenses   2,061,985    5,193,843    (132,000)      7,123,828 
Operating loss   (1,043,045)   325,545    -       (717,500)
Other income (expense):                       
Other interest expense   (61,533)   -    -       (61,533)
Other income (expense)   204    -    -       (988)
Total other expense   (61,329)   -    -       (61,329)
Income (loss) before provision for income taxes   (1,104,374)   325,545    -       (778,829)
Provision for income taxes   -    -    -       - 
Net loss  $(1,104,374)  $325,545    -       (778,829)
Less: Net income attributable to noncontrolling interest   (1,360)   -    -       (1,360)
Net income attributable to FDCTech’s shareholders  $(1,103,014)  $325,545   $-      $(777,469)
Net loss per common share, basic and diluted  $(0.01)  $-            (0.00)
Weighted average number of common shares outstanding basic and diluted   158,048,019    -    -       158,048,019 

 

See accompanying notes to unaudited proforma condensed combined financial statements

 

F-5

 

 

FDCTECH, INC

NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars)

(Unaudited)

 

We have based the following unaudited proforma condensed combined financial statements on the historical financial statements of FDCTech, Inc. (“FDCTech” or the “Company”) and Alchemy Markets Limited (“Alchemy (Malta)”) after giving effect to our Acquisition of Alchemy (Malta) (“the Acquisition”) and the assumptions and adjustments described in the accompanying notes to the unaudited proforma condensed combined financial statements.

 

Note 1. Description of Acquisition

 

On December 31, 2022, FDCTech announced the sales purchase agreement (“Agreement”) under which FDCTech 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. or Alchemy (Malta) formerly known as NSFX Ltd. Alchemy (Malta) is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). FDCTech will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in Alchemy (Malta).

 

FDCtech amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. FDCTech consolidated the fair value of Alchemy (Malta) ‘s assets and liabilities on or on June 30, 2023 (“the Acquisition Date”). FDCTech closed Alchemy (Malta) transactions as of June 30, 2023.

 

Alchemy (Malta) 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. Alchemy (Malta) services its customers in the English, French, German, Italian, and Arabic-speaking markets. The customers can trade in currency, commodity, equity, and other derivatives in real-time.

 

Note 1. Basis of Proforma Presentation

 

The unaudited proforma condensed combined financial statements do not reflect what FDCTech’s operational results or financial status would have been if the acquisition had taken place on the given dates. These proformas should not be viewed as predictors of future operational outcomes or FDCTech’s financial standing.

 

The unaudited proforma financial statements, including its notes, do not reflect any potential operating efficiencies and cost savings that FDCTech may achieve concerning the combined companies. You should read the unaudited proforma condensed combined financial statements and corresponding notes in conjunction with the historical financial statements of FDCTech included in the annual report on Form 10-K/A for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC “) on May 5, 2023, and the subsequent quarterly report on Form 10-Q for the six months ended June 30, 2023, filed with the SEC on August 11, 2023, and in conjunction with the historical financial statements of Alchemy (Malta) included in this Form 8-K.

 

The unaudited pro forma condensed combined balance sheet as of June 30, 2023, incorporates the historical unaudited condensed balance sheet of FDCTech and the historical unaudited condensed consolidated balance sheet of Alchemy (Malta) as of June 30, 2023, on a pro forma basis as if the acquisition and related transactions, summarized below, had been consummated on June 30, 2023, which is the actual Acquisition Date.

 

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023, combines the historical unaudited condensed statement of operations of FDCTech and the historical unaudited condensed consolidated statement of operations of Alchemy (Malta) for the six months ended June 30, 2023, on a pro forma basis as if the acquisition and related transaction summarized below, had been consummated on January 1, 2022.

 

The unaudited pro forma combined statement of operations for the fiscal year ended December 31, 2022, combines the historical audited statement of operations of FDCTech and the historical unaudited consolidated statement of operations of Alchemy (Malta) for such period on a pro forma basis assuming FDCTech consummated the acquisition and related transactions on January 1, 2022.

 

F-6

 

 

Note 3. Adjustments to Unaudited Pro Forma Combined Financial Information.

 

Foreign Currency Translation and Re-measurement

 

FDCTech translates its foreign operations to US dollar (“USD”) following ASC 830, “Foreign Currency Matters.”

 

We have translated amounts from the local currency, Euro (“EUR”) of Alchemy (Malta), into US$1.00 at the following exchange rates for the respective dates:

 

The exchange rate at the reporting end date:

 

   June 30, 2023 
USD: EUR  $0.9222 

 

Average exchange rate for the period:

 

   January 1, 2023, to June 30, 2023   January 1, 2022, to December 31, 2022 
USD: EUR  $0.9244   $0.9510 

 

FDCTech subsidiary’s functional currency is EUR, and the reporting currency is the USD.

 

FDCTech 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

 

Purchase Price Allocation

 

On December 31, 2022, FDCTech announced the sales purchase agreement (“Agreement”) under which FDCTech 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. or Alchemy (Malta) formerly known as NSFX Ltd. Alchemy (Malta) is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA). FDCTech will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in Alchemy (Malta).

 

Alchemy (Malta) ‘s Balance Sheet as of June 30, 2023 (Acquisition Date):

 

Description  Fair value, $ 
Cash and cash equivalents (1)   24,510 
Financial assets at fair value through profit and loss (2)   741,231 
Receivables (3)   2,715,888 
Fixed assets (4)   3,096 
- Current liabilities (5)   (482,022)
- Deferred tax liabilities (6)   (349,326)
Net assets (A)   2,653,377 
Purchase Price 50.10% (B)   350,000 
Noncontrolling interest (C), 49.90%   1,324,035 
FDCTech gain on bargain purchase (A) – (B) – (C)   979,342 

 

  (1) We recognize cash and cash equivalents held by Alchemy (Malta) and deposits in bank accounts that can be accessed on demand or within 90 days. They are included in our cash and cash equivalents in the consolidated balance sheet as of June 30, 2023. We hold client funds held by Alchemy (Malta) in the normal course of business in a fiduciary capacity; we do not include such funds in these financial statements.
     
  (2) Financial assets at fair values (or other current assets) for Alchemy (Malta) through profit and loss are derivative contracts in favor of Alchemy (Malta). They are included in our other current assets in the consolidated balance sheet as of June 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 Alchemy (Malta) ‘s derivative financial instruments as level 2.
     
  (3) Alchemy (Malta) ‘s receivables mostly consist of amounts due from previous shareholders of New Star and are included in our accounts receivable in the consolidated balance sheet as of June 30, 2023.
     
  (4) All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of June 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.
     
  (5) 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 June 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.

 

F-7

 

 

The adjustments included in the unaudited pro forma combined balance sheet as of June 30, 2023, are as follows:

 

  A. As the acquisition date and historical reporting date are June 30, 2023, we have credited $24,510 as cash since FDCTech’s balance sheet already includes Alchemy’s (Malta) cash.
     
  B. As the acquisition date and historical reporting date are June 30, 2023, we have credited $2,715,888 as accounts receivable since FDCTech’s balance sheet already includes Alchemy’s (Malta) receivable.
     
  C. As the acquisition date and historical reporting date are June 30, 2023, we have credited $741,231 as other current assets (Financial assets at fair value through profit and loss) since FDCTech’s balance sheet already includes Alchemy’s (Malta) other current assets.
     
  D. As the acquisition date and historical reporting date are June 30, 2023, we have credited $3,096 as fixed assets since FDCTech’s balance sheet already includes Alchemy’s (Malta) fixed assets.
     
  E. As the acquisition date and historical reporting date are June 30, 2023, we have debited $482,022 as other current liabilities since FDCTech’s balance sheet already includes Alchemy’s (Malta) other current liabilities.
     
  F. As the acquisition date and historical reporting date are June 30, 2023, we have debited $349,326 as deferred tax liabilities since FDCTech’s balance sheet already includes Alchemy’s (Malta) deferred tax liabilities.
     
  G.

As the acquisition date and historical reporting date are June 30, 2023, we have eliminated $878,733 Alchemy’s (Malta) retained earnings.

 

     
  H. As the acquisition date and historical reporting date are June 30, 2023, we have eliminated $1,774,644 Alchemy’s (Malta) paid-in-capital.

 

The adjustments included in the unaudited pro forma combined statement of operations for the six months ended June 30, 2023, are as follows:

 

  I. In an inter-company transaction, we have debited $90,000 as technology revenue from revenues received from Alchemy (Malta) during the six months ended June 30, 2023.
     
  J. In an inter-company transaction, we have credited $90,000 as technology support expenses paid to FDCTech by Alchemy (Malta) during the six months ended June 30, 2023.
     
  K. As the acquisition date and historical reporting date are June 30, 2023, we have eliminated the gain on purchase recorded due to the difference (bargain purchase) between the book value of Alchemy (Malta) and the purchase price.

 

The adjustments included in the unaudited pro forma combined statements of operation for the fiscal year ended December 31, 2022, are as follows:

 

  L. In an inter-company transaction, we have debited $132,000 as technology revenue from revenues from Alchemy (Malta) during the fiscal year ending December 31, 2022.
     
  M. In an inter-company transaction, we have credited $132,000 as technology support expenses paid to FDCTech by Alchemy (Malta) during the fiscal year ending December 31, 2022.

 

F-8

 

Exhibit 99.2

 

Audited Financial Statement of Alchemy Markets Ltd. for the period ending November 30, 2022, And 2021

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

v3.23.2
Cover
Jun. 30, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 30, 2023
Entity File Number 000-56338
Entity Registrant Name FDCTECH, INC.
Entity Central Index Key 0001722731
Entity Tax Identification Number 81-1265459
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 200 Spectrum Center Drive
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92618
City Area Code (877)
Local Phone Number 445-6047
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common
Trading Symbol FDCT
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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