Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2024

☐ 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)

(877) 445-6047

(Registrant’s 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 Stock, par value $0.0001		FDCT		OTC Markets

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 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 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. ☐

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

The number of shares of Common Stock, $0.0001 par value, of the registrant outstanding on December 31, 2024, was 390,584,729.

TABLE OF CONTENTS

		Page No.
PART I.

	Item 1. Financial Statements.	F-1

	Consolidated Balance Sheets as of September 30, 2024 (Unaudited), and December 31, 2023September 30, 2024 (Unaudited), and December 31, 2023September 30, 2024 (Unaudited), and December 31, 2023 (Audited)	F-2

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	F-3

	Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	F-4

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)	F-6

	Notes to Unaudited Consolidated Financial Statements	F-7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

	Item 3. Quantitative and Qualitative Disclosures About Market Risks.	11

	Item 4. Controls and Procedures	11

PART II.

	Item 1. Legal Proceedings.	12

	Item 1A. Risk Factors.	12

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12

	Item 3. Defaults Upon Senior Securities.	12

	Item 4. Mine Safety Disclosures.	12

	Item 5. Other Information.	12

	Item 6. Exhibits.	12

SIGNATURES		13

EXHIBIT INDEX		14

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) 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 that the expectations reflected in any of 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 and results of operations, as well as any forward-looking statements, are subject to change and 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-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend and undertake no obligation to update any forward-looking statement. 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 should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated.

PART I.

Item 1.

Financial Statements.

FDCTECH, INC.

Index to Consolidated Financial Statements

		Pages

Consolidated Balance Sheets as of September 30, 2024 (Unaudited), and December 31, 2023 (Audited)		F-2

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		F-3

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)		F-4

Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)		F-6

Notes to the Consolidated Financial Statements		F-7

F-1

FDCTECH, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
Assets
Current assets:
Cash	$	27,989,417		$	31,316,461
Accounts receivable, net of allowance for doubtful accounts of $22,382 and 21,526, respectively		29,500			1,029,000
Prepaid expenses – current		178,754			403,191
Subscription receivable		8,200,000			8,200,000
Loan receivable		1,187,686			-
Total Current assets		37,585,357			40,948,652
Capitalized software, net		972,299			1,087,543
Investment through subsidiary		36,062			36,062
Accrued income		880,910			1,035,619
Acquired intangible assets		1,318,188			1,305,493
Related party guarantee		1,380,309			1,353,170
Tax receivable		180,760			177,206
Fair value of trading positions for the firm, profit		524,625			1,396,066
Right of use (lease)		-			39,683
Fixed assets, net		378,240			163,572
Total assets	$	43,256,750		$	47,543,066
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	323,253		$	179,979
Line of credit		30,755			60,742
Accrued expenses, related party		519,500			534,500
Business acquisition loan		375,000			350,000
Cares act- paycheck protection program advance		10,158			20,652
Related party advances		257,679			793,339
Customer funds		21,576,937			30,220,270
Fair value of trading positions for the firm, loss		464,019			520,808
Operating lease liability, current		-			36,419
Other current liabilities		5,470,877			770,984
Total Current liabilities		29,028,178			33,487,693
Deferred tax liabilities		358,939			846,581
SBA loan – non-current		116,310			122,689
Operating lease liability, non-current		-			3,264
Accrued interest – non-current		75,226			33,062
Total liabilities		29,578,653			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 September 30, 2024, and December 31, 2023		450			650
Series B Preferred stock, par value $0.0001, 3,500,000 shares authorized, 2,360,000 and 1,800,000 issued and outstanding, as of September 30, 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 September 30, 2024, and December 31, 2023		39,058			38,858
Additional paid-in capital, common stock		13,647,098			15,389,569
Additional paid-in capital, preferred stock		3,329,964			-
Accumulated other comprehensive income		139,592			225,228
Accumulated deficit		(3,488,102	)		(2,643,647	)
Total FDCTech, Inc. stockholders’ equity (deficit)		13,668,296			13,010,838
Noncontrolling interest		9,801			38,939
Total liabilities and stockholders’ deficit	$	43,256,750		$	47,543,066

See accompanying notes to the financial statements.

F-2

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2024			September 30, 2024			September 30, 2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Technology & software	$	532,085		$	222,058		$	1,086,844		$	596,623
Wealth management		1,669,675			1,525,714			4,922,551			4,397,241
Brokerage (Trading)		3,471,248			1,955,319			12,169,469			1,955,319
Total revenue		5,673,008			3,703,091			18,178,864			6,949,183
Cost of sales
Technology & software		93,541			-			119,708			22,503
Wealth management		1,528,308			1,389,575			4,461,671			3,966,959
Brokerage (Trading)		1,390,778			327,110			6,363,631			327,110
Total cost of sales		3,012,627			1,716,685			10,945,010			4,316,572
Gross Profit		2,660,381			1,986,406			7,233,854			2,632,611
Operating expenses:
General and administrative		2,754,088			674,737			7,575,616			1,629,378
Sales and marketing		383,777			568,450			1,211,724			610,274
Depreciation		45,768			41,889			132,546			43,217
Total operating expenses		3,183,633			1,285,076			8,919,886			2,282,869
Operating income (loss)		(523,252	)		701,330			(1,686,032	)		349,742
Other income (expense):
Other interest expense		25,542			(11,012	)		(683,207	)		(28,411	)
Other income (expense)		(151,855	)		(928	)		1,507,844			(502	)
Total other income (expense)		(126,313	)		(11,940	)		824,637			(28,913	)
Income (loss) before provision for income taxes		(649,565	)		689,390			(861,395	)		320,829
Provision (benefit) for income taxes		-			-			-			-
Net income (loss)		(649,565	)		689,390			(861,395	)		320,829
Net income (loss) per common share, basic and diluted		(0.00	)		0.00			(0.00	)		0.00
Weighted average number of common shares outstanding basic and diluted		390,584,729			333,584,729			389,639,674			322,336,860
Other comprehensive income (loss):
Change in foreign currency translation		159,304			(127,400	)		(85,636	)		(156,592	)
Total other comprehensive income (loss)		159,304			(127,400	)		(85,636	)		(156,592	)
Total comprehensive income (loss)		(490,261	)		561,990			(947,031	)		164,237
Comprehensive income (loss) attributable to noncontrolling interests		(1,758	)		(9,205	)		25,500			38,217
Comprehensive income (loss) attributable to FDCTech stockholders		(488,503	)		571,195			(972,531	)		126,020

See accompanying notes to the financial statements

F-3

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Shares		Amount		Shares		Amount		Capital			(loss)			Deficit			Deficit
	Preferred stock				Common stock				Additional Paid-in			Accumulated other comprehensive income			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			(loss)			Deficit			Deficit
Three months ended September 30, 2023
Balance, June 30, 2023		4,000,000	$	400		333,584,729	$	33,358	$	7,819,356		$	(11,648	)	$	(4,543,160	)	$	3,298,306
Three months ended September 30, 2023
Change in APIC due to common control		-		-		-		-		(907,167	)					-			(907,167	)
FX gain (loss)		-		-		-		-		-			(127,400	)		-			(127,400	)
Net (income) loss attributable to noncontrolling interest		-		-		-		-		-			-			(12,873	)		(12,873	)
Net loss		-		-		-		-		-			-			689,390			689,390
Balance, September 30, 2023		4,000,000	$	400		333,584,729	$	33,358	$	6,912,189		$	(139,048	)	$	(3,866,643	)	$	2,940,256
Three months ended September 30, 2024
Balance, June 30, 2024		6,861,844	$	686		390,584,729	$	39,058	$	16,964,234		$	(19,712	)	$	(2,834,639	)	$	14,149,627
Three months ended September 30, 2024
Change in APIC due to common control		-		-		-		-		12,828			-			-			12,828
FX gain (loss)		-		-		-		-		-			159,304			-			159,304
Net (income) loss attributable to noncontrolling interest		-		-		-		-		-			-			(3,898	)		(3,898	)
Net loss		-		-		-		-		-						(649,565	)		(649,565	)
Balance, September 30, 2024		6,861,844	$	686		390,584,729	$	39,058	$	16,977,062		$	139,592		$	(3,488,102	)	$	13,668,296

F-4

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Preferred stock						Common stock				Additional Paid-in		Accumulated other comprehensive income			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital		(loss)			Deficit			Deficit
Nine months ended September 30, 2023
Balance, December 31, 2022		4,000,000		$	400			211,275,550	$	21,127	$	5,725,530	$	17,544		$	(4,216,823	)	$	1,547,778
Nine months ended September 30, 2023
Common shares issued for financing cost at $0.0114 per share		-			-			5,309,179		531		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
Change in APIC due to common control		-			-			-		-		562,365					-			562,365
FX gain (loss)		-			-			-		-		-		(156,592	)		-			(156,592	)
Net (income) loss attributable to noncontrolling interest		-			-			-		-		-		-			29,351			29,351
Net loss		-			-			-		-		-		-			320,829			320,829
Balance, September 30, 2023		4,000,000		$	400			333,584,729	$	33,358	$	6,912,189	$	(139,048	)	$	(3,866,643	)	$	2,940,256
Nine months ended September 30, 2024
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
Nine months ended September 30, 2024
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		-			-			-		-		766,649		-			-			766,649
FX gain (loss)		-			-			-		-				(85,636	)		-			(85,636	)
Net (income) loss attributable to noncontrolling interest		-			-			-		-		-		-			16,940			16,940
Net loss		-			-			-		-							(861,395	)		(861,395	)
Balance, September 30, 2024		6,861,844		$	686			390,584,729	$	39,058	$	16,977,062	$	139,592		$	(3,488,102	)	$	13,668,296
Balance		6,861,844		$	686			390,584,729	$	39,058	$	16,977,062	$	139,592		$	(3,488,102	)	$	13,668,296

See accompanying notes to the financial statements

F-5

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	September 30, 2024			September 30, 2023
	Nine months Ended
	September 30, 2024			September 30, 2023
Net income (loss)	$	(861,395	)	$	320,829
Adjustments to reconcile net loss to net cash used in operating activities:
Software amortization		26,167			22,503
Depreciation		132,546			43,217
Common stock issued for services		-			26,000
Series B Preferred issued for services		792,200			-
Accounts receivable allowance		22,382			12,500
Fixed assets, net		(347,214	)		(44,129	)
Acquired intangible assets		(12,695	)		(8,446	)
Change in assets and liabilities:
Gross accounts receivable		977,118			(6,070	)
Prepaid		224,437			171,181
OID Promissory Note		-			55,000
Loan receivable		(1,187,686	)		(194,647	)
Accounts payable		143,274			253,688
Other current liabilities		4,699,893			3,972	)
Accrued interest		42,164			13,514
Customer funds		(8,643,333	)		1,359,532
Fair value of trading position, net		814,652			(1,419,146	)
Operating lease		(39,683	)		-
Deferred taxes		(487,642	)		340,825
Related party guarantee		(27,139	)		(1,674,581	)
Tax receivable by subsidiaries		(3,554	)		(171,638	)
Accrued income		154,709			-
Right of use of assets (lease)		39,683			-
Accrued expenses, related party		(15,000	)		90,000
Net cash used in operating activities	$	(3,556,116	)	$	(805,896	)
Investing Activities:
Capitalized software		89,077			(558,952	)
Effect of exchange rates		(85,636	)		(156,592	)
Business acquisition loan		25,000			350,000
Changes in paid-in capital		766,649			562,365
Net cash used in investing activities	$	795,090		$	196,821
Financing Activities:
Borrowing from (payments to) line of credit		(29,987	)		5,766
Promissory Note		-			(550,000	)
Net proceeds from cares act - paycheck protection program		(10,494	)		(13,491	)
Net proceeds from SBA loan		(6,379	)		(6,379	)
Related party advances		(535,660	)		-
Common stock issued for cash		20,000			550,000
Common stock issued for financing cost		8,900			60,525
Series A Preferred cancelation		(200	)		-
Noncontrolling interest		(12,198	)		1,532,114
Net cash provided by financing activities	$	(566,018	)	$	1,578,535
Net increase in cash		(3,327,044	)		969,460
Cash at beginning of the period		31,316,461			264,829
Cash at end of the period	$	27,989,417		$	1,234,289
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Non - cash investing and financing activities:	$	-		$	-

See accompanying notes to the financial statements

F-6

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 Company’s 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 intends to build 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.

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.

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 ADFP’s 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 assumed 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 to September 30, 2023. The Company closed the acquisition as of September 30, 2023, and consolidated the fair value of AML’s assets and liabilities from September 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) natural person holding one hundred percent (100%) shareholding in the APHL. Kundnani (“Control Person”) is also a controlling shareholder in the Company.

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.

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 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.

F-7

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Technology & Software Development – Condor Trading 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”).

The Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform. The 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 has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform as of September 30, 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 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 second quarter of the fiscal year ending December 31, 2025.

F-8

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Wealth Management – AD Advisory Services Pty Ltd.

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 practice’s specific needs.

Investment and Margin Brokerage Business (Malta 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, 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 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, dealing as agent and principal, safeguarding and administrating assets in forex, equity, commodities, spread bets, and other financial assets. APL is authorized countries to do business, including England, Scotland, Wales, and Northern Ireland.

IT, Sales & Marketing Service Provider (Cyprus)

In March 2024, the Company established Alchemytech Ltd. (ATECH), a Cyprus company. ATECH provides the Company’s subsidiaries and affiliate companies with information technology, sales, and marketing services.

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.

F-9

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

2022 Promissory 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 Company’s common stock. The Company issued 2,214,286 common stock priced at $.07 per share 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.

Related Party Investments in 2022 to 2023

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 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.

Governmental Regulation

FDCTech is a publicly traded company subject to SEC and FINRA’s 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

The Company currently has four Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the Company’s executive directors and officers. Gope S. Kundnani is considered an executive director by owning the Company’s stock of at least 10%. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards.

F-10

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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 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.

Changes in Registrant’s 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 Company’s independent registered public accounting firm. The reports of FHH on the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s ability to continue as a going concern. During the year ended December 31, 2022, and in the subsequent period through September 30, 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

F-11

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Description of Company’s 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 Company’s 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.

Ukraine-Russia Conflict

The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s 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 Almaty, Kazakhstan, 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.

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 accounting policies adopted by the Company in its financial statements. The Company has measured and presented its consolidated financial statements in US Dollars, the currency of the primary economic environment in which it operates (also known as its functional currency).

Financial Statement Preparation and Use of Estimates

The Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. This could affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, and 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. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the coronavirus (“COVID-19”).

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held with banks, and other short-term, highly liquid investments with three months or less of original maturities. On September 30, 2024, and December 31, 2023, the Company had $27,989,417 and $31,316,461 cash and cash equivalent held at the financial institution.

F-12

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable

Accounts Receivable primarily represent the amount due from 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 invoice’s 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 customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

At September 30, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $22,382 and $21,526, respectively. There were $0 and $10,500 bad debt expenses for the nine months ended September 30, 2024, and 2023.

Sales, Marketing, and Advertising

The Company recognizes sales, marketing, and advertising expenses when incurred.

The Company incurred $1,211,724 and $610,274 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2024, and 2023. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The increase in sales and marketing expenses is mainly due to the increase in promotional marketing costs for our brokerage business during the nine months ended September 30, 2024.

The sales, marketing, and advertising expenses represented 6.67% and 8.78% of the sales for the nine months ended September 30, 2024, and 2023.

Revenue Recognition

On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. The majority of the Company’s 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-13

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 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 the Company and the customer (‘parties’) have approved the contract and are committed to performing their respective 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 Company’s 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 assumes a contract modification by oral agreement or implied by the customer’s 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 contract’s 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 that are 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 transaction’s inception involving these multiple elements.

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 consideration outlined in an arrangement or contract with a customer.

F-14

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s typic The Company’s 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”), Start-Your-Own-Crypto Exchange (“SYOC”), 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, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-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 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 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 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.

To allocate the transaction price, the Company gives an amount that best represents the consideration 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 relative 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 customers would pay for those goods or services when sold separately.

The Company recognizes revenue when transferring 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 contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Wealth Management

AD Advisory Services Pty (ADS), the Company’s 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.

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, 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 Customer’s 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-16

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment and Margin Brokerage Business

Alchemy Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over-the-counter (“OTC”) and exchange-traded markets for European markets. Malta Financial Services Authority (MFSA) regulates Alchemy Malta 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. Financial Conduct Authority (FCA) regulates Alchemy UK 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 Brokerage (Trading) revenue 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 Brokerage (Trading) revenues. The Brokerage (Trading) revenue is the Company’s largest source of revenue. Brokerage (Trading) revenue comprises Brokerage (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 Brokerage (Trading) revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. We record Brokerage (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 acts as an agent concerning clearing trades but is the principal on fees paid to introducing brokers. The Company does not assume any market-making risk concerning customer trade in this business.

Net interest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers.

We record interest revenue and interest expense when earned and incurred, 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 make strategic and operational decisions for APL and AML (“Targets”).

F-17

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

	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:

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 staff’s 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 more than 50% of the voting ownership interest of each entity, and contemporary written evidence of an agreement to vote a majority of the entities’ shares in concert exists. 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-18

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 transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $2,538,000 and is reflected in the Company’s 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 Target’s financial statements on December 31, 2023.

AML Purchase Price Allocation

AML’s 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 Shares valued at $1.41, (C)		1,175,406
Increase in APIC (A) – (B) – (C)	$	2,610,648

F-19

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

APL Purchase Price Allocation

APL’s 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 Shares 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 AML’s derivative financial instruments as level 2.

⁽³⁾	The 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 AML’s 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.

F-20

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 a single financial institution. The Company maintains its cash balances at a single financial institution. The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2024. Most cash balances were held with non-FDIC financial institutions in Malta, the UK, and other countries. On September 30, 2024, and December 31, 2023, the Company had $27,989,417 and $31,316,461 cash and cash equivalent held at the financial institution.

Revenues

For the nine months ended September 30, 2024, and 2024, the Company generated $18,178,864 and $6,949,183 in revenues, an increase of over 161.60% from the previous period. The revenues mostly comprised three primary business segments: (1) Technology and Software Development, (2) Wealth Management, and (3) Investment and Margin Brokerage Business.

Accounts Receivable

Accounts Receivable primarily represent the amount due to four (4) active 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 invoice’s 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 customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible.

Research and Development (R and D) Cost

The Company acknowledges that future benefits from research and development (R and D) are uncertain, so we cannot capitalize on R and D expenditure. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the nine months ended September 30, 2024, and 2023, the Company incurred R and D costs of $0 and $0. The R and D costs in the previous period were based on an evaluation of the technological feasibility costs of the Condor Investing and Trading App.

Legal Proceedings

The Company discloses a loss contingency if at least there is 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 considered probable and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate; 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 Company’s legal costs associated with defending itself are recorded as expenses incurred. Please refer to subsequent events for potential legal claims and disputes after the period ending September 30, 2024.

F-21

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment under FASB ASC 360, Property, Plant, and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized when the asset’s carrying value exceeds the fair value. There are no impairment charges on September 30, 2024, and December 31, 2023.

Provision for Income Taxes

The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year.

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%, 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 related to tax contingencies in the provision of income taxes in the operations’ consolidated statements. The Company’s 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 software’s 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 Crypto 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 $119,708 and $22,503 for the nine months ended September 30, 2024, and 2023, respectively, and the Company classifies such cost as the Cost of Sales.

The Company is developing the Condor Investing and Trading App. The Company is currently capitalizing on costs associated with the development. There were no R and D Costs for the nine months ended September 30, 2024, and 2023.

The Company capitalizes all the significant costs incurred during the application development stage for internal-use software.

F-22

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 Company’s 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”) and Euro Dollar (“EUR”), 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

	September 30, 2024		December 31, 2023
USD: AUD	$	1.4456		1.4680
USD:EUR	$	0.8975		0.9155
USD: GBP	$	0.7474		0.7895

Average exchange rate for the period:

	Q1 2024		Q2 2024		Q3 2024
USD: AUD	$	1.5208		1.4965		1.4839
USD:EUR	$	0.9210		0.9289		0.9095
USD: GBP	$	0.7885		0.7926		0.7687
Foreign currency exchange rate, translation	$	0.7885		0.7926		0.7687

ADS’ functional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting currency is the US dollar. APL’s 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-23

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 for 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 company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast.

Basic and Diluted Income (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 income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of the nine months ended September 30, 2024, and 2023, the Company had weighted 389,639,674 and 322,336,860 basic and dilutive shares issued and outstanding.

During the nine months ended September 30, 2024, common stock equivalents were anti-dilutive due to a net loss. Hence, they are not considered in the computation.

During the nine months ended September 30, 2023, common stock equivalents were dilutive due to a net profit. Hence, they are considered in the computation.

Reclassifications

We have reclassified certain amounts from the prior period to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period.

F-24

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 Company’s accounting policies for revenue sources within the scope of ASC 606.

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 to 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 effect 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 $2,550,003. 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. If the fair value is less than its carrying value, we would recognize an impairment charge for the difference. The Company did not record impairment for March 31, 2022, and the fiscal year ended December 31, 2021.

ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s 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 Entity’s 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 entity’s 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 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 Company’s present or future consolidated financial statements.

F-25

NOTE 3. MANAGEMENT’S 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 September 30, 2024, and December 31, 2023, the accumulated deficit was $3,488,102 and $2,643,647, respectively. At September 30, 2024, and December 31, 2023, the working capital surplus and the deficit were $8,557,179 and $7,460,959, respectively. The increase in the working capital surplus was mainly due to the acquisition of AML and APL, resulting in an increase of current assets over current liabilities as of September 30, 2024.

During the nine months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $861,395 and $320,829.

Until the fiscal year ended December 31, 2023, the Company has sustained recurring losses and negative cash flows from operations. As of September 30, 2024, and December 31, 2023, the Company had $27,989,417 and $31,316,461 cash. The Management believes that future cash flows at the current rate are sufficient for the Company to meet its current obligations as they become due in the ordinary course of business for twelve (12) months following December 31, 2025. The Company continues to increase its cash flows from operations from the acquisition of AML and APL. The Management expects that it will need to raise significant additional capital to accomplish its growth plan through acquisitions over the next twelve (12) months. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms such as financing and capital might be available.

The Company’s ability to continue as a going concern may depend on the Management’s plans discussed below. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if the Company cannot continue as a going concern.

To the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or issuance of debt.

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 fiscal 2024.

NOTE 4. CAPITALIZED SOFTWARE COSTS

During the nine months ended September 30, 2024, and 2023, the estimated remaining weighted-average useful life of the Company’s capitalized software was three (3) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis.

At September 30, 2024, and December 31, 2023, the net capitalized software assets were $972,299 and $1,087,543, respectively.

F-26

NOTE 5. RELATED PARTY TRANSACTIONS

In September 2022, the Company issued 30,000,000 common stock for cash consideration of $300,000 for Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as the director of the Company. As director’s compensation, the Company issued 5,000,000, valued at $60,000. Mr. Kundnani is the director and owner of APL.

In January 2023, the Company issued 115,000,000 common stock for a cash consideration of $550,000 to Kundnani, its director.

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 Company’s 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 (See: Subsequent Events Memo).

On January 4, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share.

In January 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’s 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-27

NOTE 6. LINE OF CREDIT

From June 24, 2016, the Company obtained an unsecured revolving line of credit from Bank of America to fund various purchases and travel expenses. The line of credit has an average interest rate at the close of business on September 30, 2024, for purchases and cash withdrawals at 12% and 25%, respectively. As of September 30, 2024, the Company complies with the credit line’s terms and conditions. At September 30, 2024, and December 31, 2023, the outstanding balance was $30,755 and $60,742, respectively.

NOTE 7. NOTES PAYABLE

Cares Act – Paycheck Protection Program (PPP Note)

On May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($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 Company’s 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 Note’s 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 was not forgiven. The Company started paying off the PPP Note in August 2022. The PPP loan outstanding balance, including accrued interest at 1.00%, is approximately $10,158 as of September 30, 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, including accrued interest, is $116,310 as of September 30, 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 Company’s 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:

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

the Company issued to the Purchaser 5,000,000 restricted shares of the Company’s Common Stock (the “Shares”) on December 27, 2023 (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 doesn’t 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-28

NOTE 8. COMMITMENTS AND CONTINGENCIES

Office Facility and Other Operating Leases

Irvine Lease, California, USA (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.

Limassol, Cyprus Lease (Europe Office)

From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s 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 Limassol District, Cyprus, from an unrelated party for a year. The office’s 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 office’s 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 renewable two months before the term in June 2025.

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.

Chelyabinsk, Russia (Terminated)

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 office’s 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 agreement’s 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.

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 monthly compensation of $5,000 to its CEO and CFO, with increases each succeeding year should the agreement be approved annually. Effective October 1, 2020, the Company expenses $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company expenses $15,000 monthly to its CEO and CFO.

Accrued Interest

At September 30, 2024, and December 31, 2023, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $75,226 and $33,062, respectively.

Pending Litigation

Please refer to subsequent events for potential legal claims and disputes after the period ending September 30, 2024. Other than what is described in the Subsequent Events, the management is unaware of any actions, suits, investigations, or proceedings (public or private) pending against or threatened against or affecting any of the assets or affiliates of the Company.

Tax Compliance Matters

From inception to date, the Company’s officers have been paid as independent contractors. As a result, as of December 31, 2023, the Company believes payroll tax liabilities are not estimated. The Company’s federal taxes are acceptable to Internal Revenue Services.

F-29

NOTE 9. STOCKHOLDERS’ EQUITY (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 Company’s 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 Company’s 2022 Equity Plan (the “2022 Equity Plan”)

On February 10, 2022, our Board unanimously approved the Corporate Actions. To eliminate the costs and management time for a special meeting and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”) and per our bylaws. 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 Company’s 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 Company’s 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 Company’s issued and outstanding capital stock (the “Approving Stockholders”):

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 Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

Since the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken. 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 retains the authority to abandon either or both of the Corporate Actions for any reason at any time prior to the effective date of the respective Corporate Action.

As of December 31, 2023, and December 31, 2022, the Company’s 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, 2023, and December 31, 2022, the Company had 388,584,729 and 211,275,550, respectively, common shares issued and outstanding.

As of December 31, 2023, and December 31, 2022, the Company had 6,500,000 and 4,000,000 Series A Preferred stock issued and outstanding.

As of December 31, 2023, and December 31, 2022, the Company had 1,800,000 and 0 Series B Preferred stock issued and outstanding.

The Series A Preferred Stock has fifty votes for each share of preferred shares owned. The preferred shares have no other rights, privileges, and higher claims on the Company’s assets and earnings than common stock.

The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s 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, 1,800,000 Series B Preferred Shares represent a 0.25% voting percentage on a fully diluted vote per share basis.

F-30

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

Series A Preferred Stock

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.

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.

Series B Preferred Stock

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 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $1.41 per share.

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.

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.

F-31

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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.

Effective June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc. (“Broker-Dealer” or “Kingswood Capital Markets”) of common stock 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 twelve months. The Company has expensed the prepaid compensation through the income statement following a regular straight-line amortization schedule over the contract’s life, which is for twelve months—when Kingswood Capital Markets presumably will produce benefits for the Company. On August 25, 2020, the Company and Broker-Dealer terminated all obligations other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer. The Broker-Dealer returned the 2,745,053 shares of the Company’s 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 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, 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 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, Australia’s 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.

F-32

NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

On January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $93,750.

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 signed a promissory note (‘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 AJB Note. The AJB Warrants and the Shares, collectively known as the ‘Incentive Fee,’ are issued upon execution of the agreement. 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.

On December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB to redeem warrants valued at $90,000.

On May 9, 2024, the Company issued 2,000,000 shares for a cash value of $20,000.

F-33

NOTE 10. 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 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 to redeem warrants valued at $90,000. In addition, the Company paid $100,000 to AJB Capital, and the remaining $100,000 was paid in January 2024.

NOTE 11. COMPREHENSIVE INCOME

The Company’s 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 the three months ending September 30, 2024, and 2023:

Accumulated Comprehensive Income:	Cumulative Foreign Currency Translation
Balance as of June 30, 2023	$	(11,648	)
Other comprehensive income (loss) attributed to ADS		7,486
Other comprehensive income (loss) attributed to AML		(134,886	)
Total other comprehensive income (loss)		(127,400	)
Balance as of September 30, 2023		(139,048	)

Balance as of June 30, 2024	$	(19,712	)
Other comprehensive income/(loss), ADS		4,367
Other comprehensive income/(loss), AML		92,172
Other comprehensive income/(loss), APL		59,646
Other comprehensive income/(loss), ATECH		3,119
Total other comprehensive income/(loss)		159,304
Balance as of September 30, 2024	$	139,592

The following table shows the changes in AOCI by component for the nine months ending September 30, 2024, and 2023:

Accumulated Comprehensive Income:	Cumulative Foreign Currency Translation
Balance as of December 31, 2022	$	17,544
Other comprehensive income (loss) attributed to ADS		18,093
Other comprehensive income (loss) attributed to AML		(174,685	)
Total other comprehensive income (loss)		(156,592	)
Balance as of September 30, 2023		(139,048	)

Balance as of December 31, 2023	$	225,228
Other comprehensive income/(loss), ADS		17,469
Other comprehensive income/(loss), AML		(152,765	)
Other comprehensive income/(loss), APL		46,393
Other comprehensive income/(loss), ATECH		3,267
Total other comprehensive income/(loss)		(85,636	)
Balance as of September 30, 2024	$	139,592

NOTE 12. 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 13. SUBSEQUENT EVENTS

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 $100,000 in six equal installments of $15,000 and one final payment of $10,000 from April 2024 to November 2024.

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 Company’s 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 has evaluated subsequent events through the filing of this Form 10-Q and determined that no events would require adjustments to our disclosures in the consolidated financial statements.

F-34

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of 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 unaudited condensed 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.

Currently, we have three primary business segments: (1) Technology and Software Development, (2) Wealth Management, and (3) Investment and Margin Brokerage Business.

The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s 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.

As of the date of this report, there has been no disruption in our operations.

Technology & Software Development Business

For the nine months ended September 30, 2024, and 2023, the Company had ten (10) and thirteen (13) 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.

Technology & Software Development Revenue & Gross Margins:

	Nine months ended September 30, 2024 (Unaudited)			Nine months ended September 30, 2023 (Unaudited)
Revenue, $		1,086,844			596,623
Cost of sales, $		119,708			22,503
Gross profit (loss), $		967,136			574,120
Gross Margins		88.99	%		96.23	%

Wealth Management

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 ADFP’s 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% 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 practice’s specific needs.

Wealth Management Revenue & Gross Margins:

	Nine months ended September 30, 2024 (Unaudited)			Nine months ended September 30, 2023 (Unaudited)
Revenue, $		4,922,551			4,397,241
Cost of sales, $		4,461,671			3,966,959
Gross profit (loss), $		460,880			430,282
Gross margins		9.36	%		9.79	%

Margin Brokerage Business (Malta and UK)

APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as 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.

Brokerage (Trading) revenue & Gross Margins*:

	Nine months ended September 30, 2024 (Unaudited)			Nine months ended September 30, 2023 (Unaudited)
Revenue, $		12,169,469			1,955,319
Cost of sales, $		6,363,631			327,110
Gross Profit (loss), $		5,805,838			1,628,209
Gross Margins		47.71	%		83.27	%

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. The Company generated $34,123,056 in revenues from January 21, 2016 (inception) to September 30, 2024. For the nine months ended September 30, 2024, and 2023, the Company generated $18,178,864 and $6,949,183 in revenues, an increase of over 161.60%. At September 30, 2024, and December 31, 2023, the Company had a cash balance of $27,989,417 and $31,316,461 and an accumulated deficit of $3,488,102 and $2,643,647.

Financial Condition at September 30, 2024

On September 30, 2024, the accumulated deficit, cash balance, and working capital surplus were $3,488,102, $27,989,417, and $8,557,179, respectively.

Financial Condition at December 31, 2023

On December 31, 2023, the accumulated deficit, cash balance, and working capital surplus 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 March 2025.

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 fiscal 2024.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024, compared with Three Months Ended September 30, 2023

The consolidated revenues for the three months ended September 30, 2024, and 2023 were $5,673,008 and $3,703,091, respectively. During the three months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $649,565 and $689,390.

The total revenue breakdown for the three months ended September 30, 2024, and 2023 is below:

Three Months Ended	September 30, 2024			September 30, 2023
Revenue Description		% of Total			% of Total
Technology Solutions		9.38	%		6.00	%
Wealth Management		29.43	%		41.20	%
Brokerage		61.19	%		52.80	%
Total		100.00	%		100.00	%

During the three months ended September 30, 2024, and 2023, the Company incurred general and administrative costs (“G&A”) of $2,754,088 and $674,737 (excluding amortization expenses), respectively. The increase in G&A for the three months ended September 30, 2024, is due to the inclusion of G&A costs of all subsidiaries. The G&A costs were 48.55% and 18.22% of the revenue for the three months ended September 30, 2024, and 2023, respectively. Amortization expenses were $93,541 and $0 for the three months ended September 30, 2024, and 2023, respectively, included in the Cost of sales.

The rental expense was $10,861 and $11,039 for the three months ended September 30, 2024, and 2023, respectively.

The Company incurred $383,777 and $568,450 in sales, marketing, and advertising costs (“sales and marketing”) for the three months ended September 30, 2024, and 2023. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 6.76% and 15.35% of the sales for the fiscal year ending September 30, 2024, and 2023, respectively.

Nine months Ended September 30, 2024, compared with Nine Months Ended September 30, 2023

The consolidated revenues for the nine months ended September 30, 2024, and 2023 were $18,178,864 and $6,949,183, respectively. During the nine months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $861,395 and $320,829.

The total revenue breakdown for the nine months ended September 30, 2024, and 2023 is below:

Nine months Ended	September 30, 2024			September 30, 2023
Revenue Description		% of Total			% of Total
Technology Solutions		5.98	%		8.58	%
Wealth Management		27.08	%		63.28	%
Brokerage		66.94	%		28.14	%
Total		100.00	%		100.00	%

During the nine months ended September 30, 2024, and 2023, the Company incurred general and administrative costs (“G&A”) of $7,575,616 and $1,629,378 (excluding amortization expenses), respectively. The increase in G&A for the nine months ended September 30, 2024, is due to the inclusion of G&A costs of all subsidiaries. The G&A costs were 48.55% and 18.22% of the revenue for the nine months ended September 30, 2024, and 2023, respectively. Amortization expenses were $119,708 and $22,503 for the nine months ended September 30, 2024, and 2023, respectively, included in the Cost of sales.

The rental credit and expense were $27,195 and $23,828 for the nine months ended September 30, 2024, and 2023, respectively.

The Company incurred $1,211,724 and $610,274 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2024, and 2023. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 6.67% and 8.78% of the sales for the fiscal year ending September 30, 2024, and 2023, respectively.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 2024, and December 31, 2023, we had a cash balance of $27,989,417 and $31,316,461, respectively. At September 30, 2024, and December 31, 2023, the working capital surplus was $8,557,179 and $7,460,959, respectively. The increase in the working capital surplus was mainly due to the acquisition of AML and APL, resulting in an increase in current assets over current liabilities as of September 30, 2024.

We generate a substantial portion of our operating income outside the United States, deemed indefinitely reinvested in foreign jurisdictions. Consequently, as outlined under “Cash and Cash Equivalent,” most of our cash and short-term investments are held by our foreign subsidiaries. We do not intend to repatriate these funds and do not foresee a need.

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.

Should we require additional capital in the United States beyond what our domestic operations generate—for instance, to fund significant discretionary activities such as business acquisitions or share repurchases—we 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 we can continue doing so at reasonable interest rates.

In the next twelve (12) months, the Company will continue investing in sales, marketing, product development, new technology solutions, and existing technology support to serve our customers. We expect capital expenditure to increase to $500,000 in the next twelve (12) months to support the growth, including working capital, software development, sales & marketing, and purchasing computers and servers.

We expect the combination of existing cash, cash equivalents, cash flows from operations, and access to private equity and capital markets to be sufficient for at least twelve (12) months. The availability of funds will fund our operating activities to meet the need for investing and financing, such as debt maturities and material capital expenditures. However, we may need additional funds to achieve a sustainable sales level to fund our ongoing operations out of revenues. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us.

Should we require additional capital, the Company’s operations are insufficient to fund its capital requirements. The Company may attempt to restructure Notes, refinance existing Notes with financial institutions, or raise capital by selling additional capital stock or debt issuance. The Company intends to continue growing its operations and raising funds through private equity and debt financing.

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 stock’s 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 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 Company’s 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 Company’s business plan and an offering of debt securities to assist in the Company’s 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 Company’s common stock.

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 Company’s 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

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 nine 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 Company’s 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.

GOING CONCERN CONSIDERATION

We have generated revenues of $18,178,864 and $6,949,183 for the nine months ended September 30, 2024, and the recent fiscal year ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the accumulated deficit was $3,488,102 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, 2023, and 2022 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.

Critical Accounting Policies and Significant Judgments and Estimates

We have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements, which we have prepared following the U.S. generally accepted accounting principles. In preparing our financial statements, we must 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.

In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended 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 issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.

Off-Balance Sheet Arrangements and Contractual Obligations

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s 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 amendments in the ASU 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 this ASU as of March 31, 2020 for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840). The ASU is currently not expected to have a material impact on our consolidated financial statements. While we have described significant accounting policies in more details in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2020, filed with the SEC on April 6, 2020, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates used in the preparation of our financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not Applicable.

ITEM 4.

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 as of 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 SEC’s 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 persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s 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 Company’s internal control over financial reporting as of September 30, 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 of September 30, 2024. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of September 30, 2024, 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 plan to further improve this process by enhancing the size and composition of our board upon the closing of the business identifying third-party professionals with whom to consult regarding complex accounting applications, and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the internal controls and financial reporting process.

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 nine months ended September 30, 2024, and 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

ITEM 1.

LEGAL PROCEEDINGS.

There are no legal proceedings against the Company, and the Company is unaware of any proceedings contemplated against it.

Item 1A.

Risk Factors. 

In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make the disclosure under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

In January 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for a cash value of $200,000.

In May 2024, the Company issued 2,000,000 common stock for a cash value of $20,000.

The issuance of the aforementioned securities relied on the exemption from registration afforded under Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D and/or Regulation S promulgated thereunder. Such offers and sales were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Purchaser in connection with the issuance by the Company of the securities.

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Mine Safety Disclosures.

None

Item 5.

Other Information.

None

Item 6.

Exhibits.

(a) 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 Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 31, 2024	/s/ Mitchell Eaglstein
	Mitchell Eaglstein, President and CEO (Principal Executive Officer)

Date: December 31, 2024

/s/ Imran Firoz

Imran Firoz, CFO

(Principal Accounting Officer)

EXHIBIT INDEX

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 Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell Eaglstein, certify that:

1.	I have reviewed this report on Form 10-Q of FDCTech, Inc., a Delaware corporation (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Mitchell Eaglstein
	Mitchell Eaglstein
	President (Principal Executive Officer)

	December 31, 2024

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Imran Firoz, certify that:

1.	I have reviewed this report on Form 10-Q of FDCTech, Inc., a Delaware corporation (“registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Imran Firoz
	Imran Firoz, Chief Financial Officer
	(Principal Accounting Officer)

	December 31, 2024

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of FDCTech, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Mitchell Eaglstein
	Mitchell Eaglstein
	President (Principal Executive Officer)

	/s/ Imran Firoz
	Imran Firoz
	Chief Financial Officer (Principal Accounting Officer)

	December 31, 2024

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Dec. 31, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
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
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	FDCT
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		390,584,729
Entity Listing, Par Value Per Share	$ 0.0001

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 27,989,417	$ 31,316,461
Accounts receivable, net of allowance for doubtful accounts of $22,382 and 21,526, respectively	29,500	1,029,000
Prepaid expenses – current	178,754	403,191
Subscription receivable	8,200,000	8,200,000
Loan receivable	1,187,686
Total Current assets	37,585,357	40,948,652
Capitalized software, net	972,299	1,087,543
Investment through subsidiary	36,062	36,062
Accrued income	880,910	1,035,619
Acquired intangible assets	1,318,188	1,305,493
Related party guarantee	1,380,309	1,353,170
Tax receivable	180,760	177,206
Fair value of trading positions for the firm, profit	524,625	1,396,066
Right of use (lease)		39,683
Fixed assets, net	378,240	163,572
Total assets	43,256,750	47,543,066
Current liabilities:
Accounts payable	323,253	179,979
Line of credit	30,755	60,742
Business acquisition loan	375,000	350,000
Cares act- paycheck protection program advance	10,158	20,652
Related party advances	257,679	793,339
Customer funds	21,576,937	30,220,270
Fair value of trading positions for the firm, loss	464,019	520,808
Operating lease liability, current		36,419
Other current liabilities	5,470,877	770,984
Total Current liabilities	29,028,178	33,487,693
Deferred tax liabilities	358,939	846,581
SBA loan – non-current	116,310	122,689
Operating lease liability, non-current		3,264
Accrued interest – non-current	75,226	33,062
Total liabilities	29,578,653	34,493,289
Commitments and Contingencies (Note 9)
Stockholders’ Deficit:
Common stock, par value $0.0001, 500,000,000 shares authorized; 390,584,729 and 388,584,729 shares issued and outstanding, as of September 30, 2024, and December 31, 2023	39,058	38,858
Additional paid-in capital, common stock	13,647,098	15,389,569
Additional paid-in capital, preferred stock	3,329,964
Accumulated other comprehensive income	139,592	225,228
Accumulated deficit	(3,488,102)	(2,643,647)
Total FDCTech, Inc. stockholders’ equity (deficit)	13,668,296	13,010,838
Noncontrolling interest	9,801	38,939
Total liabilities and stockholders’ deficit	43,256,750	47,543,066
Series A Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	450	650
Series B Preferred Stock [Member]
Stockholders’ Deficit:
Preferred stock, value	236	180
Related Party [Member]
Current liabilities:
Accrued expenses, related party	$ 519,500	$ 534,500

Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Mar. 12, 2024	Mar. 11, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Feb. 17, 2022	Feb. 16, 2022	Sep. 03, 2021	Feb. 12, 2021
Allowance for doubtful, accounts receivable	$ 22,382			$ 21,526
Preferred stock, par value				$ 0.0001		$ 0.0001				$ 0.0001
Preferred stock, shares authorized				10,000,000		10,000,000				10,000,000
Preferred stock, shares issued					4,000,000
Preferred stock, shares outstanding					4,000,000
Common stock, par value	$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	1,000,000,000	500,000,000	500,000,000		500,000,000	500,000,000	250,000,000		250,000,000
Common stock, shares issued	390,584,729			388,584,729		211,275,550
Common stock, shares outstanding	390,584,729			388,584,729		211,275,550
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	10,000,000			10,000,000
Preferred stock, shares issued	4,500,000			6,500,000	4,000,000	4,000,000
Preferred stock, shares outstanding	4,500,000			6,500,000	4,000,000	4,000,000
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001			$ 0.0001
Preferred stock, shares authorized	3,500,000			3,500,000
Preferred stock, shares issued	2,360,000			1,800,000		0
Preferred stock, shares outstanding	2,360,000			1,800,000		0

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Consolidated Statements of Operations - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues
Total revenue	$ 5,673,008	$ 3,703,091	$ 18,178,864	$ 6,949,183
Cost of sales
Total cost of sales	3,012,627	1,716,685	10,945,010	4,316,572
Gross Profit	2,660,381	1,986,406	7,233,854	2,632,611
Operating expenses:
General and administrative	2,754,088	674,737	7,575,616	1,629,378
Sales and marketing	383,777	568,450	1,211,724	610,274
Depreciation	45,768	41,889	132,546	43,217
Total operating expenses	3,183,633	1,285,076	8,919,886	2,282,869
Operating income (loss)	(523,252)	701,330	(1,686,032)	349,742
Other income (expense):
Other interest expense	25,542	(11,012)	(683,207)	(28,411)
Other income (expense)	(151,855)	(928)	1,507,844	(502)
Total other income (expense)	(126,313)	(11,940)	824,637	(28,913)
Income (loss) before provision for income taxes	(649,565)	689,390	(861,395)	320,829
Provision (benefit) for income taxes
Net income (loss)	$ (649,565)	$ 689,390	$ (861,395)	$ 320,829
Net income (loss) per common share, basic	$ (0.00)	$ 0.00	$ (0.00)	$ 0.00
Net income (loss) per common share, diluted	$ (0.00)	$ 0.00	$ (0.00)	$ 0.00
Weighted average number of common shares outstanding basic	390,584,729	333,584,729	389,639,674	322,336,860
Weighted average number of common shares outstanding diluted	390,584,729	333,584,729	389,639,674	322,336,860
Other comprehensive income (loss):
Change in foreign currency translation	$ 159,304	$ (127,400)	$ (85,636)	$ (156,592)
Total other comprehensive income (loss)	159,304	(127,400)	(85,636)	(156,592)
Total comprehensive income (loss)	(490,261)	561,990	(947,031)	164,237
Comprehensive income (loss) attributable to noncontrolling interests	(1,758)	(9,205)	25,500	38,217
Comprehensive income (loss) attributable to FDCTech stockholders	(488,503)	571,195	(972,531)	126,020
Technology Service [Member]
Revenues
Total revenue	532,085	222,058	1,086,844	596,623
Cost of sales
Total cost of sales	93,541		119,708	22,503
Wealth Management [Member]
Revenues
Total revenue	1,669,675	1,525,714	4,922,551	4,397,241
Cost of sales
Total cost of sales	1,528,308	1,389,575	4,461,671	3,966,959
Trading Revenues [Member]
Revenues
Total revenue	3,471,248	1,955,319	12,169,469	1,955,319
Cost of sales
Total cost of sales	$ 1,390,778	$ 327,110	$ 6,363,631	$ 327,110

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 400	$ 21,127	$ 5,725,530	$ 17,544	$ (4,216,823)	$ 1,547,778
Balance, shares at Dec. 31, 2022	4,000,000	211,275,550
Change in APIC due to common control			562,365			562,365
FX gain (loss)				(156,592)		(156,592)
Net (income) loss attributable to noncontrolling interest					29,351	29,351
Net loss					320,829	320,829
Common shares issued for financing cost at $0.0114 per share		$ 531	59,994			60,525
Common shares issued for financing cost at $0.0114 per share, shares		5,309,179
Common stock issued for cash valued		$ 11,500	538,500			550,000
Common stock issued for cash value, shares		115,000,000
Common shares issued for services at $0.013 per share		$ 200	25,800			26,000
Common shares issued for services at $0.013 per share, shares		2,000,000
Balance at Sep. 30, 2023	$ 400	$ 33,358	6,912,189	(139,048)	(3,866,643)	2,940,256
Balance, shares at Sep. 30, 2023	4,000,000	333,584,729
Balance at Dec. 31, 2022	$ 400	$ 21,127	5,725,530	17,544	(4,216,823)	1,547,778
Balance, shares at Dec. 31, 2022	4,000,000	211,275,550
Balance at Dec. 31, 2023	$ 830	$ 38,858	15,389,569	225,228	(2,643,647)	13,010,838
Balance, shares at Dec. 31, 2023	8,300,000	388,584,729
Balance at Jun. 30, 2023	$ 400	$ 33,358	7,819,356	(11,648)	(4,543,160)	3,298,306
Balance, shares at Jun. 30, 2023	4,000,000	333,584,729
Change in APIC due to common control			(907,167)			(907,167)
FX gain (loss)				(127,400)		(127,400)
Net (income) loss attributable to noncontrolling interest					(12,873)	(12,873)
Net loss					689,390	689,390
Balance at Sep. 30, 2023	$ 400	$ 33,358	6,912,189	(139,048)	(3,866,643)	2,940,256
Balance, shares at Sep. 30, 2023	4,000,000	333,584,729
Balance at Dec. 31, 2023	$ 830	$ 38,858	15,389,569	225,228	(2,643,647)	13,010,838
Balance, shares at Dec. 31, 2023	8,300,000	388,584,729
Change in APIC due to common control			766,649			766,649
FX gain (loss)				(85,636)		(85,636)
Net (income) loss attributable to noncontrolling interest					16,940	16,940
Net loss					(861,395)	(861,395)
Common stock issued for cash valued		$ 200	19,800			20,000
Common stock issued for cash value, shares		2,000,000
Series A Preferred canceled	$ (200)					(200)
Series A Preferred canceled, shares	(2,000,000)
Series B issuances at $1.41 per share	$ 56		792,144			792,200
Series B issuances at $1.41 per share, shares	561,844
Increase in APIC due to shares issued at a discount			8,900			8,900
Balance at Sep. 30, 2024	$ 686	$ 39,058	16,977,062	139,592	(3,488,102)	13,668,296
Balance, shares at Sep. 30, 2024	6,861,844	390,584,729
Balance at Jun. 30, 2024	$ 686	$ 39,058	16,964,234	(19,712)	(2,834,639)	14,149,627
Balance, shares at Jun. 30, 2024	6,861,844	390,584,729
Change in APIC due to common control			12,828			12,828
FX gain (loss)				159,304		159,304
Net (income) loss attributable to noncontrolling interest					(3,898)	(3,898)
Net loss					(649,565)	(649,565)
Balance at Sep. 30, 2024	$ 686	$ 39,058	$ 16,977,062	$ 139,592	$ (3,488,102)	$ 13,668,296
Balance, shares at Sep. 30, 2024	6,861,844	390,584,729

Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares	Sep. 30, 2024	Sep. 30, 2023
Cash [Member]
Shares issued price per share	$ 0.0144	$ 0.0048
Series B Issuance [Member]
Shares issued price per share	$ 1.41
Financing Cost [Member]
Shares issued price per share		0.0114
Service [Member]
Shares issued price per share		$ 0.013

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Statement of Cash Flows [Abstract]
Net income (loss)	$ (861,395)	$ 320,829
Adjustments to reconcile net loss to net cash used in operating activities:
Software amortization	26,167	22,503
Depreciation	132,546	43,217
Common stock issued for services		26,000
Series B Preferred issued for services	792,200
Accounts receivable allowance	22,382	12,500
Fixed assets, net	(347,214)	(44,129)
Acquired intangible assets	(12,695)	(8,446)
Change in assets and liabilities:
Gross accounts receivable	977,118	(6,070)
Prepaid	224,437	171,181
OID Promissory Note		55,000
Loan receivable	(1,187,686)	(194,647)
Accounts payable	143,274	253,688
Other current liabilities	4,699,893	3,972
Accrued interest	42,164	13,514
Customer funds	(8,643,333)	1,359,532
Fair value of trading position, net	814,652	(1,419,146)
Operating lease	(39,683)
Deferred taxes	(487,642)	340,825
Related party guarantee	(27,139)	(1,674,581)
Tax receivable by subsidiaries	(3,554)	(171,638)
Accrued income	154,709
Right of use of assets (lease)	39,683
Accrued expenses, related party	(15,000)	90,000
Net cash used in operating activities	(3,556,116)	(805,896)
Investing Activities:
Capitalized software	89,077	(558,952)
Effect of exchange rates	(85,636)	(156,592)
Business acquisition loan	25,000	350,000
Changes in paid-in capital	766,649	562,365
Net cash used in investing activities	795,090	196,821
Financing Activities:
Borrowing from (payments to) line of credit	(29,987)	5,766
Promissory Note		(550,000)
Net proceeds from cares act - paycheck protection program	(10,494)	(13,491)
Net proceeds from SBA loan	(6,379)	(6,379)
Related party advances	(535,660)
Common stock issued for cash	20,000	550,000
Common stock issued for financing cost	8,900	60,525
Series A Preferred cancelation	(200)
Noncontrolling interest	(12,198)	1,532,114
Net cash provided by financing activities	(566,018)	1,578,535
Net increase in cash	(3,327,044)	969,460
Cash at beginning of the period	31,316,461	264,829
Cash at end of the period	27,989,417	1,234,289
Cash paid for income taxes
Cash paid for interest

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

Completed Acquisitions

Termination of CIM Acquisition

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Technology & Software Development – Condor Trading 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”).

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Wealth Management – AD Advisory Services Pty Ltd.

Investment and Margin Brokerage Business (Malta and UK)

IT, Sales & Marketing Service Provider (Cyprus)

2021-2022 Equity Line of Credit

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

2022 Promissory Note

Related Party Investments in 2022 to 2023

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.

Governmental Regulation

FDCTech is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance.

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

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Changes in Registrant’s Certifying Accountant

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Description of Company’s Securities to be Registered

Ukraine-Russia Conflict

As of the date of this report, there has been no disruption in our operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

Financial Statement Preparation and Use of Estimates

Cash and Cash Equivalents

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounts Receivable

Sales, Marketing, and Advertising

The Company recognizes sales, marketing, and advertising expenses when incurred.

The sales, marketing, and advertising expenses represented 6.67% and 8.78% of the sales for the nine months ended September 30, 2024, and 2023.

Revenue Recognition

	●	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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s typic The Company’s 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”), Start-Your-Own-Crypto Exchange (“SYOC”), 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, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-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 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 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Wealth Management

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment and Margin Brokerage Business

We record interest revenue and interest expense when earned and incurred, respectively.

Significant Acquisitions

Further, the Company, Kundnani, and the current management make strategic and operational decisions for APL and AML (“Targets”).

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Table 1. Closing Acquisition Consideration Breakdown

Series B Preferred convertible stock Issued for Purchase of APL and AML

	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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $2,538,000 and is reflected in the Company’s equity.

AML Purchase Price Allocation

AML’s 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 Shares valued at $1.41, (C)		1,175,406
Increase in APIC (A) – (B) – (C)	$	2,610,648

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

APL Purchase Price Allocation

APL’s 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 Shares 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 AML’s derivative financial instruments as level 2.

⁽³⁾	The 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 AML’s 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

Cash

Revenues

Accounts Receivable

Research and Development (R and D) Cost

Legal Proceedings

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

Provision for Income Taxes

Software Development Costs

The Company estimates the useful life of the software to be three (3) years.

Amortization expenses were $119,708 and $22,503 for the nine months ended September 30, 2024, and 2023, respectively, and the Company classifies such cost as the Cost of Sales.

The Company capitalizes all the significant costs incurred during the application development stage for internal-use software.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Convertible Debentures

Foreign Currency Translation and Re-measurement

The exchange rate at the reporting end date:

SCHEDULE OF EXCHANGE RATE

	September 30, 2024		December 31, 2023
USD: AUD	$	1.4456		1.4680
USD:EUR	$	0.8975		0.9155
USD: GBP	$	0.7474		0.7895

Average exchange rate for the period:

	Q1 2024		Q2 2024		Q3 2024
USD: AUD	$	1.5208		1.4965		1.4839
USD:EUR	$	0.9210		0.9289		0.9095
USD: GBP	$	0.7885		0.7926		0.7687
Foreign currency exchange rate, translation	$	0.7885		0.7926		0.7687

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value

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.

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 for 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 company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast.

Basic and Diluted Income (Loss) per Share

During the nine months ended September 30, 2024, common stock equivalents were anti-dilutive due to a net loss. Hence, they are not considered in the computation.

During the nine months ended September 30, 2023, common stock equivalents were dilutive due to a net profit. Hence, they are considered in the computation.

Reclassifications

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

MANAGEMENT’S PLANS

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

MANAGEMENT’S PLANS

NOTE 3. MANAGEMENT’S PLANS

During the nine months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $861,395 and $320,829.

CAPITALIZED SOFTWARE COSTS

9 Months Ended

Sep. 30, 2024

Research and Development [Abstract]

CAPITALIZED SOFTWARE COSTS

NOTE 4. CAPITALIZED SOFTWARE COSTS

At September 30, 2024, and December 31, 2023, the net capitalized software assets were $972,299 and $1,087,543, respectively.

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS