What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-12 compared with 2022-11-04 · 532 added, 539 removed, 819 unchanged (57% of the section changed)

Financial Statements.

to Consolidated Financial Statements

Consolidated Balance Sheets as of September 30, 2022 (Unaudited), and December 31, 2021

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)

Balance Sheets as of March 31, 2023 (Unaudited), and December 31, 2022 (Audited)

Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2023 and 2022 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)

Notes to the Consolidated Financial Statements

BALANCE SHEETS

September 30,

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $ 136,487 and $ 123,987 , respectively

OID promissory note

Other current assets

OID promissory note

Total Current assets

2 unchanged sentences

Acquired intangible assets

Other assets – non-current

Liabilities and Stockholders’ Deficit

3 unchanged sentences

Payroll tax payable

Related-party advances

Promissory note

8 unchanged sentences

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of September 30, 2022 and December 31, 2021

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of March 31, 2023, and December 31, 2022

Common stock, par value $ 0.0001 , 500,000,000 shares authorized;

183,025,550 and 141,811,264 shares issued and outstanding, as of September 30, 2022 and December 31, 2021

333,584,729 and 211,275,550 shares issued and outstanding, as of March 31, 2023 and December 31, 2022

Additional paid-in capital

10 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

Technology & software

9 unchanged sentences

Total operating expenses

Operating income (loss)

Operating loss

Other income (expense):

Related-party interest expense

Other interest expense

1 unchanged sentence

Total other expense

Income (loss) before provision for income taxes

Loss before provision for income taxes

Provision for income taxes

$ ( 237,175 )

Provision (benefit) for income taxes

Net income (loss)

$ ( 403,944 )

1 unchanged sentence

Net income attributable to FDCTech’s shareholders

$ ( 226,065 )

$ ( 490,391 )

$ ( 974,984 )

$ ( 977,933 )

Net income (loss) per common share, basic and diluted

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding basic and diluted

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Stockholders’ Equity

June 30, 2021

Comprehensive

months ended March 31, 2022

December 31, 2021

$ ( 3,230,679 )

months ended September 30, 2021

shares issued for services valued at $ 0.22 per share

shares issued for cash valued at $ 0.0625 per share

shares issued for services valued at $ 0.0625 per share

shares issued for cash valued at $ 0.05 per share

shares issued for cash valued at $ 0.0408 per share

shares issued for financing cost valued at $ 0.0323 per share

shares issued for services valued at $ 0.25 per share

( 1,750,000 )

September 30, 2021

$ ( 2,471,917 )

months ended September 30, 2022

June 30, 2022

$ ( 3,979,597 )

shares issued for cash valued at $ 0.0356 per share

shares issued for services valued at $ 0.012 per share

Septmber 30, 2022

$ 183,025,550

$ ( 4,205,663 )

accompanying notes to the financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Stockholders’

months ended September 30, 2021

shares issued for cash valued at $ 0.0395 per share

December 31, 2022

$ ( 3,619,875 )

$ ( 1,038,044 )

Common shares issued for services

valued at $ 0.27

Common shares issued for FRH

Group note conversion at $ 0.10 per share

Common shares issued for services

valued at $ 0.20 per share

Common shares issued for services

valued at $ 0.25 per share

Common shares issued for services

valued at $ 0.21 per share

Common shares issued for services

valued at $ 0.22 per share

Common shares issued for services

valued at $ 0.18 per share

Common shares issued for cash

valued at $ 0.10 per share

Common shares issued for financing

cost valued at $ 0.12 per share

Common shares issued for services

valued at $ 0.25 per share

( 1,750,000 )

September 30, 2021

$ ( 2,471,917 )

months ended September 30, 2022

months ended March 31, 2023

December 31, 2022

$ ( 4,335,053 )

Common shares issued for cash

valued at $ 0.0625 per share

Common shares issued for services

valued at $ 0.0625 per share

Common shares issued for cash

valued at $ 0.05 per share

Common shares issued for cash

valued at $ 0.0408 per share

Common shares issued for financing

cost valued at $ 0.0323 per share

Common shares issued for cash

valued at $ 0.0356 per share

Common shares issued for cash

valued at $ 0.0395 per share

Forex gain (loss) on consolidation

Common shares issued for cash

valued at $ 0.01 per share

Common shares issued for services

valued at $ 0.012 per share

Balance, Septmber 30,

shares issued for cash valued at $ 0.0114 per share

shares issued for cash

shares issued for services valued at $ 0.0048 per share

shares issued for services

shares issued for cash valued at $ 0.013 per share

shares issued for cash, one

FX gain (loss)

March 31, 2023

$ ( 4,572,228 )

1 unchanged sentence

STATEMENTS OF CASH FLOWS

September 30,

Nine Months Ended

September 30,

Three Months Ended

$ ( 237,175 )

3 unchanged sentences

Common stock issued for services

Accounts receivable allowance

Acquired tangible assets

3 unchanged sentences

Accounts payable

Subscription receivable

OID of promissory note

Other current liabilities

Debt issuance cost

OID of promissory note

Other current assets

3 unchanged sentences

$ ( 328,435 )

$ ( 104,985 )

Investing Activities:

1 unchanged sentence

Net cash used in investing activities

$ ( 174,225 )

$ ( 205,700 )

Financing Activities:

1 unchanged sentence

Proceeds from promissory note

Net proceeds from SBA & PPP loan

Related party advances

Net proceeds from SBA loan

Net proceeds from common stock

Decrease in non-controlling interest

Forex gain (loss) on consolidation

Related party advances

Noncontrolling interest

Net cash provided by financing activities

Net increase (decrease) in cash

Net decrease in cash

Cash at beginning of the period

15 unchanged sentences

The Company plans to acquire, integrate, transform, and scale legacy financial service

The Company believes that its proprietary technology and software development capabilities allow legacy financial services

companies immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets.

The Company believes its proprietary technology and software development capabilities allow legacy financial services companies

immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets.

December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size

15 unchanged sentences

of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.

Post-acquisition

of ADS, we have two primary business segments, (1) Wealth Management and (2) Technology and Software Development.

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

NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $ 350,000 to purchase the controlling interest in NSFX.

The Company amended

the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company expects

to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023, but no later than June 30, 2023.

is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail

and professional clients, and hold and control clients’ money and assets.

NSFX trading platform services in the English, French,

German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives

in real time.

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 %) 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.

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

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.

Management – AD Advisory Services Pty Ltd.

Advisory Services Pty Ltd.

2 unchanged sentences

ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers different licensing,

compliance, and education solutions to financial planners to meet the specific needs of their practice.

revenues, cost of sales, and gross profits for the nine months ended September 30, 2022, were $ 4.35 million, $ 3.94 million, and $ 0.41

million, respectively.

July 19, 2022, the Company signed a non-binding letter of intent to acquire eighty percent ( 80 %) equity interest in CIM Securities, LLC

(“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company paid a $ 20,000 non-refundable deposit

and transferred $ 180,000 to the escrow account to complete the transaction.

The FINRA Rule 1017 requires the Company to file continuing

membership applications (CMAs) as it plans to apply for changes in ownership, control, and business

The Company expects to file the CMA form by the end of fiscal 2022.

ADS offers financial planners

different licensing, compliance, and education solutions to meet their practice’s specific needs.

ADS’ revenues, cost of

sales, and gross profits for the three months ending March 31, 2023, were $ 1,372,437 , $ 1,230,114 , and $ 142,323 , respectively.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

& Software Development

Company secures and earns revenues by signing an agreement with its customers.

The Company considers a signed agreement with its customers,

a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which the Company will

provide products or services as persuasive evidence of an arrangement.

Each agreement is specific to the customer and clearly defines

each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution,

and other clauses necessary for such a contract.

The material terms of contracts with customers depend on the nature of services and

Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities,

renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract.

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the nine months ended September 30,

2022, were $ 249,000 , $ 140,019 , and $ 108,981 , respectively.

Company is a technology provider and software developer in the cryptocurrency or digital asset space.

The Company does not mine any digital

assets or trade or act as a counterparty in cryptocurrencies.

Consequently, the Company does not intend to register as a custodian with

state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with Financial

Crimes Enforcement Network (FinCEN) and respective State’s money transmission laws.

The Company also does not need to register

under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer

since the Company is not a broker-dealer nor does it intend to become a broker-dealer.

Customers sometimes compensate us in Bitcoin through

our custodian Gemini Trust Company, LLC (“Gemini”).

Gemini is a licensed New York trust company that undergoes regular bank

exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services.

are a development company in the financial technology sector with limited operations.

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.

Company has no patents or trademarks on its proprietary technology solutions.

Company has three sources of revenue.

Consulting Services

– The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime

Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.

Technology Solutions

– The Company licenses its proprietary and sometimes acts as a reseller of third-party technologies to customers.

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, Crypto Web Trader Platform, and other

cryptocurrency-related solutions.

Customized Software

Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Crypto Web Trader Platform, and other cryptocurrency-related

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers

are forex brokerages, prime of prime brokers, prime brokers, and banks.

The Company generates revenues by licensing its trading technology

infrastructure, including but not limited to the trading platform (desktop, web, mobile), back office, and CRM and banking integration

Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the cryptocurrency and blockchain space.

The Company expects to generate additional revenue from its crypto-related solutions.

Such solutions include revenues from the development

of a custom crypto exchange platform for customers, the sale of the non-exclusive source code of the crypto exchange platform to third

parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from various crypto

exchanges to OTC brokers.

The Company initially plans to develop the technology architecture of the crypto exchange platform for its

The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software

development projects for customers.

The Company develops these projects to meet the customer’s design criteria and performance

requirements.

Services – The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime

Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.

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 commercial trading platform targeted at day traders and retail investors.

Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized

3 unchanged sentences

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 different markets, such as forex, stocks, commodities, cryptocurrencies,

and other financial products.

We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, cryptocurrencies, and other

financial products.

Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December

The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.

Company has six (6) licensing agreements for its Condor Pro Multi-Asset Trading Platform.

The Company is continuously negotiating additional

Company has ten (10) 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.

7 unchanged sentences

The Company expects to commercialize the Condor Investing & Trading

App by the end of the second quarter of the fiscal year ended December 31, 2022.

App by the end of the second quarter of the fiscal year ending December 31, 2023.

Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and

limit unnecessary blockchain usage fees, also known as gas fees.

The Company expects to commercialize the NFT Marketplace by the end

of the fourth quarter of the fiscal year ended December 31, 2022.

Company and its subsidiary, ADS, are developing a digital wealth management company, which will initially include a Robo Advice Platform

catering to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal

year ending December 31, 2022.

The Company has no plans to commercialize the NFT Marketplace in the

fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.

Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering

to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal year ending

December 31, 2023.

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the three months ending March 31,

2023, were $ 173,250 , $ 19,032 , and $ 154,218 , respectively.

of the Company

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million

in funds under advice.

ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers different licensing,

compliance, and education solutions to financial planners to meet the specific needs of their practice.

ADS’ revenues, cost of

sales, and gross profits for the nine months ended September 30, 2022, were $ 4.35

million, $ 3.94

million, and $ 0.41

million, respectively.

is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million funds under advice.

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

NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than

June 30, 2023.

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 %) 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.

of the FRH Group Note

4 unchanged sentences

In no event will the conversion price be

less than $ 0.05 per share with a maximum of 20,000,000 shares if FRH converts the entire subject to adjustments in certain circumstances.

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.

less than $ 0.05 per share with a maximum of 20,000,000 shares issued to FRH.

On February 22, 2021, the Company entered into an Assignment

of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible

notes, including interest, of $ 1,256,908 , in return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”)

Following the Agreement, FRH assigned the Shares to FRH Group Corporation, which Mr.

Hong also owned.

of Acquisition of Genesis Financial, Inc.

19 unchanged sentences

The Company authorized the action according to Section

222 of the General Corporation Law of Delaware.

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

Line of Credit

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.

Company has executed eight “Purchase Notice Rights” under an Investment Agreement with White Lion and received a net of $ 125,112

after deducting financing costs associated with the Investment Agreement from October 04, 2021, to September 30, 2022.

The commitment

period for the equity line of credit expired on May 1, 2022.

cash balance is $ 246,064 and $ 93,546 as of September 30, 2022, and December 31, 2021.

The Company did not receive additional funding

Small Business Administration (SBA) or Cares Act Paycheck Protection Program during the fiscal year ending December 31, 2021.

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 seven (7) “Purchase Notice Right” under an Investment Agreement with White Lion and received a net of

after deducting financing costs associated with the Investment Agreement for the fiscal year ending December 31, 2022.

Related Party Loan

Company also received a net amount of $ 81,000 from

the related parties to fund its operations for the fiscal year ending December 31, 2021.

The Related Party loan was paid back during the fiscal year ending December 31, 2022.

Cares Act – Paycheck Protection Program (PPP

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”).

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 $ 37,141 as of March 31, 2023.

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.

The Company paid off the AJB Note in full in February 2023.

is a publicly-traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting,

internal controls, and corporate governance.

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.

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.

is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

January 1, 2021, Naim Abdullah resigned as the Director of the Company.

7 unchanged sentences

From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a

Director of Ladenburg Thalmann, Inc., one of the oldest members of the New York Stock Exchange.

He served as President of Laidlaw Asset

Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from

November 1995 to September 1997.

Provini served as President of Rodman & Renshaw’s Advisory Services from February 1994

to August 1995.

He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from

January 1983 to April 1985.

Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members.

He served as President of Laidlaw Asset Management

and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995

to September 1997.

Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995.

He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983

to April 1985.

Provini has been a leadership instructor at the U.S.

Naval Academy, Chairman of the U.S.

Naval Academy’s

Honor Board, and is a former Marine Corp.

Naval Academy’s Honor

Board, and is a former Marine Corp.

Provini holds an undergraduate Engineering degree from the U.S.

Naval Academy

in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma.

termination of Mr.

Kerridge, effective August 24, 2021, the Company had four Board of Directors.

Eaglstein shall be the acting

Chairman of the Company.

Eaglstein and Imran Firoz are the executive directors of the Company.

Jonathan Baumgart and Charles

Provini are independent directors under NYSE and NASDAQ listing standards.

Naval Academy in Annapolis,

Maryland, and a post-graduate degree from the University of Oklahoma.

June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick

Kerridge as Chairman of the Company’s Board of Directors.

Effective August 24, 2021, the Company terminated the appointment of

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

the stockholders representing at least 68.73 % of the issued and outstanding shares of the Company.

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

November 30, 2021, Charles R.

26 unchanged sentences

Mulund College of Commerce, Mumbai, India.

the termination of Mr.

Kerridge and the resignation of Mr.

Provini, the Company currently had four Board of Directors.

is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the executive directors and officers of the Company.

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.

in Registrant’s Certifying Accountant

7 unchanged sentences

firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021.

to rounding, numbers presented in the financial statements for the period ending September 30, 2022 and 2021, and for December 31, 2021,

and throughout the report may not add up precisely to the totals provided, and percentages may not exactly reflect the absolute figures.

April 18, 2023, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of BFB as the Company’s

independent registered public accounting firm.

The reports of BFB on the Company’s consolidated financial statements for the fiscal

years ended December 31, 2022, and 2021 did not contain an adverse opinion or a disclaimer of opinion.

It was not qualified or modified

for uncertainty audit scope or accounting principles.

April 18, 2023, the Company appointed Bolko & Company (“Bolko”) as the Company’s new independent registered public

accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2023.

of Company’s Securities to be Registered

3 unchanged sentences

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.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic throughout the United

While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported

infections globally.

Many countries worldwide, including the United States, have significant governmental measures being implemented

to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people,

and other material limitations on business.

These measures have resulted in work stoppages, absenteeism in the Company’s labor

workforce, and other disruptions.

Since the Registration Statement filing, the Company made all

required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic throughout the United States.

While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections

Many countries worldwide, including the United States, have implemented significant governmental measures to control the spread

of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material

limitations on trade.

These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future developments.

developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of the outbreak and the

actions required to contain the coronavirus or treat its impact.

In particular, the spread of the coronavirus globally could adversely

impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital, which could

harm our business, financial condition, and operation results.

These developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus

or treat its impact.

In particular, the spread of the coronavirus globally could adversely impact our operations and workforce, including

our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation

Ukraine-Russia

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all intercompany balances and transactions.

The Company has prepared the consolidated financial statements consistent with its accounting

policies 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).

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).

Statement Preparation and Use of Estimates

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estimates, judgments, and assumptions.

This could affect the reported amounts of assets and liabilities, the related disclosures at the

date of the consolidated financial statements, and the reported amounts of revenue and expenses during the presented periods.

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.

include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability

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or less of original maturities.

On September 30, 2022, and December 31, 2021, the Company had $ 246,064 and $ 93,546 cash and cash equivalent

On March 31, 2023, and December 31, 2022, the Company had $ 139,844 and $ 264,829 cash and cash equivalent

held at the financial institution.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Receivable primarily represents the amount due from four (4) technology customers.

Receivable primarily represents the amount due from three (3) technology customers.

In some cases, the customer receivables are due immediately

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off at the point when they are considered uncollectible.

September 30, 2022, and December 31, 2021, the Management determined that the allowance for doubtful accounts was $ 117,487 and $ 117,487 ,

respectively.

There was no bad debt expense for the three months ended September 30, 2022, and 2021.

March 31, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 136,487 and $ 123,987 , respectively.

There was $ 12,500 and $ 0 bad debt expense for the three months ended March 31, 2023, and 2022.

Marketing, and Advertising

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Company incurred $ 30,005 and $ 169,393 in sales, marketing, and advertising costs (“sales and marketing”) for the three months

ended September 30, 2022, and 2021.

The decrease in expense is mainly due to the reduction in digital marketing costs for the three-month

ended September 30, 2022.

The sales, marketing, and advertising expenses represented 4.55 % and 375.15 % of the sales for the three months

ended September 30, 2022, and 2021.

Company incurred $ 309,140 and $ 499,320 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months

ended September 30, 2022, and 2021.

The increase in expense is mainly due to the rise in digital marketing costs for the nine months

ended September 30, 2022.

The sales, marketing, and advertising expenses represented 6.72 % and 225.93 % of the sales for the nine months

ended September 30, 2022, and 2021.

sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing on industry websites,

press releases, and public relations activities.

ended March 31, 2023, and 2022.

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 decrease in expense is mainly due to the reduction

in promotional marketing costs for the three-month ending March 31, 2023.

sales, marketing, and advertising expenses represented 1.94 % and 10.99 % of the sales for the three months ended March 31, 2023, and 2022.

January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers.

Most of the Company’s technology and software

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 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.

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 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.

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:

the contract or contracts and subsequent amendments with the customer.

all the performance obligations in the contract and subsequent amendments.

the transaction price for completing performance obligations.

the transaction price to the performance obligations in the contract.

the revenue when, or as, the Company satisfies a performance obligation.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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order, a variation, or an amendment.

A contract modification exists when the parties to the contract approve a modification that either

A contract modification exists when the parties approve a modification that either

creates new or changes existing enforceable rights and obligations.

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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

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.

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.

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.

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

as specified in the contract.

The Company recognizes

the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract.

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.

and build development software projects for customers, where the Company develops the project to meet the design criteria and performance

requirements as specified in the contract.

Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work

Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction

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those amounts to which the Company has rights under the present contract.

For example, if the Company enters into 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

if the Company enters into a contract with a customer

with an original term of one year and expects the customer to renew for a second year, the Company would determine the transaction price

based on the initial one-year period.

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non-refundable upfront payment amounts.

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.

allocate the transaction price, the Company gives an amount that best represents the consideration that the entity expects to receive

for transferring each promised good or service to the customer.

The Company allocates the transaction price to each performance obligation

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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company recognizes revenue when it transfers the promised goods or services in the contract.

Company recognizes revenue when or as it transfers the promised goods or services in the contract.

The Company considers the “transfers”

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The Company considers a customer “obtains

control” of an asset when it can directly use and receive all the remaining benefits from an asset substantially.

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.

to the technology contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s

control” of an asset when it can direct the use of, and obtain all the remaining benefits from, an asset substantially.

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.

the period ending December 31, 2019, the Company’s two primary revenue streams accounted for under ASC 606 follows:

Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for

two hundred and fifty thousand ($ 250,000 ) dollars.

The first part was the sale of source code and installation.

The second part consisted

of the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s)

themselves can perform these services.

By December 31, 2017, the Company received two installments totaling one hundred and sixty thousand

($ 160,000 ) dollars for the source code and successful platform installation.

The Company has recognized revenue of $ 160,000 for the fiscal

year ended December 31, 2017.

On December 31, 2019, the Company wrote off a software development revenue equaling $ 18,675 for the fiscal

year ended December 31, 2017, for accounts receivable over ninety days.

However, in August 2018, the Company signed the second amendment

to the asset purchase agreement.

The purchaser issued to the Company seventeen thousand, seven hundred and fifty dollars ($ 17,750 ) as

a complete and final settlement of all past delivered services.

The Company received the funds in September 2018.

On September 4, 2018,

the Company signed the Second Amendment Agreement (‘Second Amendment’) to continue the asset purchase agreement.

signed the First Amendment Agreement signed on July 19, 2017, and August 1, 2017, between the Company and the Purchaser.

Under the Second

Amendment, the Company received $ 80,000 as the second part was selling source code in four equal installments of $ 20,000 each.

received payments by May 5, 2019.

to the Second Amendment, the Company identifies two primary ongoing performance obligations in the contract for the following development

services of the Platform:

Customized developments, and

Software updates.

Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100

hours per month.

The Company invoices the Customer for all development services rendered, and any cash received for the development services

is non-refundable .

February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’)

with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority.

The Company earns the recurring

monthly payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy

technology infrastructure.

The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party

either for cause, bankruptcy, and other default clauses.

The Company completes and satisfies its performance obligation upon accomplishing

all support and maintenance activities every month.

The Company invoices the FX Broker at the beginning of the month for services performed,

delivered, and accepted for the prior month.

At the time of the invoice, the Company renders all Services, and any cash received for

Services is non-refundable.

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.

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from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities.

recognize revenue upon transferring services to customers, reflecting the consideration we expect to receive in exchange for those services.

If we accept payments in advance of services, we defer and recognize them as revenue when satisfied with our performance obligation.

recognize revenue upon the transfer of services to customers in an amount that reflects the consideration we expect to receive in exchange

for those services.

If we receive payments in advance of services, we defer and recognize them as revenue when satisfied with our performance

Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor.

We bill advisory

We bill advisory fees weekly.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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Company maintains its cash balances at a single financial institution.

The account balances do not exceed FDIC limits as of September

The account balances are within FDIC limits as of March 31,

2023, and December 31, 2022.

months ended September 30, 2022

& Software Revenue – The Company generated Technology & Software Revenue of $ 173,250 and $ 67,500 for the three months ended

September 30, 2022, and 2021.

For the three-month ended September 30, 2022, and 2021, the Company had six (6) and six (6) active customers.

Revenues from the top three (3) customers represented approximately 85.71 % and 89.36 % of Technology and Software revenue for the three

months that ended September 30, 2022, and 2021.

Management Revenue – the Company’s subsidiary ADS generated $ 1,437,626 in revenue from 28 advisors for the three-month ended

September 30, 2022.

months ended September 30, 2022

& Software Revenue – The Company generated Technology & Software Revenue of $ 249,000 and $ 221,003 for the nine months ended

September 30, 2022, and 2021.

For the nine months ended September 30, 2022, and 2021, the Company had seven (7) and six (6) active customers.

Revenues from the top three (3) customers represented approximately 86.16 % and 78.15 % of Technology and Software revenue for the three

months that ended September 30, 2022, and 2021.

Management Revenue – the Company’s subsidiary ADS generated $ 4,348,097 in revenue from 28 advisors for the three-month ended

September 30, 2022.

March 31, 2023, and 2022.

For the three-month ended March 31, 2023, and 2022, the Company had thirteen (13) and four (4) active customers, which is the main reason for the increase in revenue.

Revenues generated from the top three (3) customers represented approximately 95.42 % and 61.20 % of Technology and Software revenue for

the three months ended March 31, 2023, and 2022.

Management Revenue – the Company’s subsidiary ADS generated $ 1,372,437 in revenue from 28 advisors for the three-month ending

March 31, 2023.

Receivable primarily represents the amount due from three (3) active technology customers.

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Trade receivables are written off at the point when they are considered uncollectible.

September 30, 2022, and December 31, 2021, the Management determined that the allowance for doubtful accounts was $ 117,487 and $ 117,487 ,

respectively.

There was no bad debt expense for the Three Months ended September 30, 2022, and 2021.

March 31, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 136,487 and $ 123,987 , respectively.

There was $ 12,500 and $ 0 bad debt expense for the three months ended March 31, 2023, and 2022.

and Development (R and D) Cost

Company acknowledges that future benefits from research and development (R and D) are uncertain, so we cannot capitalize on R and D expenditures.

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.

the nine months ended September 30, 2022, and 2021, the Company incurred R and D costs of $ 1,800

and $ 15,600 .

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo

Advice Platform.

The R and D costs in the period ending September 30, 2021, were due to evaluating the technological feasibility costs

of the Condor Investing and Trading App.

Company discloses a loss contingency if at least a reasonable possibility that a material loss has been incurred.

The Company records

its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably

the Three Months ended March 31, 2023, and 2022, the Company incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous period

were due to evaluating the technological feasibility costs of the Condor Investing and Trading App.

Company discloses a loss contingency if at least there is a reasonable possibility that a material loss has been incurred.

records its best estimate of loss related to pending legal proceedings when the loss is considered probable and the amount can be reasonably

The Company can reasonably estimate a range of loss with no best estimate;

the Company records the minimum estimated liability.

As additional information becomes available, the Company assesses the potential liability of 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.

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.

The Company is currently not involved in any litigation.

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are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

An impairment charge is recognized for the amount if and when the asset’s carrying value exceeds the fair value.

An impairment charge is recognized when the asset’s carrying value exceeds the fair value.

There are no impairment

charges on September 30, 2022, and December 31, 2021.

charges on March 31, 2023, and December 31, 2022.

for Income Taxes

provision for income taxes is determined using the asset and liability method.

Under this method, deferred tax assets and liabilities

are calculated based upon the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities

using the enacted tax rates applicable each year.

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.

Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”).

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The second step is

to measure the tax benefit as the largest amount, which is more than 50% likely to be realized upon ultimate settlement.

to measure the tax benefit as the largest amount, more than 50%, likely to be realized upon ultimate settlement.

considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately

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of the Condor Investing and Trading App in January 2021.

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

expense was $ 19,032 and $ 68,616 for the three months ended September 30, 2022, and 2021 respectively, and the Company classifies such

cost as the Cost of Sales.

Amortization expense was $ 140,019 and $ 205,847 for the nine months ended September 30, 2022, and 2021 respectively,

and the Company classifies such cost as the Cost of Sales.

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

expense was $ 19,032 and $ 60,494 for the three months ended March 31, 2023, and 2022 respectively, and the Company classifies such cost

as the Cost of Sales.

Company is developing the Condor Investing and Trading App and NFT Marketplace.

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with the development.

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility

costs of the Robo Advice Platform.

The R and D costs in the period ending September 30, 2021, were due to evaluating the technological

feasibility costs of the Condor Investing and Trading App.

Company capitalizes major costs incurred during the application development stage for internal-use software.

The Company spent $ 15,600 in R and D costs in the fiscal year ended December 31, 2021 to evaluate the technical feasibility of the

Condor Investing and Trading App.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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of the price difference.

the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to September 30, 2021, Management

analyzed the fair value of the BCF on these tranches.

the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed

the fair value of the BCF on these tranches.

The Company noted that the value of the BCF for each note was insignificant;

it did not record debt discounts as of December 31, 2020.

not record debt discounts as of December 31, 2020.

FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price;

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Currency Translation and Re-measurement

Company translates its foreign operations to US dollar following ASC 830, “ Foreign Currency Matters .”

have translated the local currency of ADS, the Australian Dollar (“AUD”), into US$1.00 at the following exchange rates for

the respective dates:

exchange rate at the reporting end date:

SCHEDULE OF EXCHANGE RATE

September 30, 2022

Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters .”

have translated the local currency of ADS, the Australian Dollar (“AUD”), and the Euro (“EUR”) as some of

our clients pay in EUR;

we have cash balances in EUR into US$1.00 at the following exchange rates for the respective

rate at the reporting end date:

OF EXCHANGE RATE

March 31, 2023

exchange rate for the period:

January 1, 2022, to March 31, 2023

Company subsidiary’s functional currency is AUD, and reporting currency is the US dollar.

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to select inputs for valuation techniques:

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

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.

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.

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.

of a Level 3 input are an internally-generated financial forecast.

and Diluted Income (Loss) per Share

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equivalents outstanding.

As of September 30, 2022, and December 31, 2021, the Company had 148,525,500 , and 141,811,264 basic and dilutive

As of March 31, 2023, and December 31, 2022, the Company had 333,584,729 and 211,275,550 basic and dilutive

shares issued and outstanding.

The Company converted the four FRH Group convertible notes into 12,569,080 dilutive shares.

nine months ended September 30, 2022, and 2021, common stock equivalents were anti-dilutive due to a net loss of $ 1,002,849 and $ 977,933 ,

three months ended March 31, 2023, and 2022, common stock equivalents were anti-dilutive due to a net loss of $ 237,175 and $ 389,196 ,

respectively, for the period.

During the nine months ended September 30, 2022, common stock equivalents were anti-dilutive due to a net

Hence, the Company has not considered it in the computation.

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this standard are effective for fiscal years beginning after December 15, 2019.

Early adoption of the amendments in this standard is

Early adoption of the amendments to this standard is

permitted for all entities.

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charge for the difference.

The Company did not record impairment for September 30, 2022, and the fiscal year ended December 31, 2021.

The Company did not record impairment for March 31, 2022, and the fiscal year ended December 31, 2021.

2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in

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MANAGEMENT’S PLANS

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, 2022, and December 31, 2021, the accumulated

deficit was $ 4,205,663 and $ 3,230,679 , respectively.

At September 30, 2022, and December 31, 2021, the working capital deficit was $ 730,545

and $ 199,132 , respectively.

The increase in the working capital deficit was mainly due to the issuance of the short-term promissory note,

increasing current liabilities.

the three months ended September 30, 2022, and 2021, the Company incurred a net loss of $ 217,432 and $ 490,391 .

During the nine months

ended September 30, 2022, and 2021, the Company incurred a net loss of $ 1,002,849 and $ 977,933 .

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 March 31, 2023, and December 31, 2022, the

accumulated deficit was $ 4,572,228

and $ 4,335,053 ,

respectively.

At March 31, 2023, and December 31, 2022, the working capital deficit was $ 201,099 and $ 550,098 ,

respectively.

The working capital deficit decreased mainly due to the lower cash balances compared to the previous period, decreasing

current assets.

the three months ended March 31, 2023, and 2022, the Company incurred a net loss of $ 237,175 and $ 389,196 .

its inception, the Company has sustained recurring losses and negative cash flows from operations.

As of September 30, 2022, and December

31, 2021, the Company had $ 246,064 and $ 93,546 cash on hand.

The Management believes that future cash flows may not be sufficient for

the Company to meet its debt obligations as they become due in the ordinary course of business for twelve (12) months following September

Even though Company’s revenues have increased considerably following the acquisition of ADS, we continue to experience

a low gross and net margin from current operations.

As a result, the Company continues to experience negative cash flows from operations

and the ongoing requirement for substantial additional capital investment to develop its financial technologies.

The Management expects

that it will need to raise significant additional capital to accomplish its growth plan over the next twelve (12) months.

The Management

expects to seek to obtain additional funding through private equity or public markets.

However, there can be no assurance about the availability

or terms of such financing, and capital might be available.

As of March 31, 2023, and

December 31, 2022, the Company had $ 139,844 and $ 264,829 cash.

The Management believes that future cash flows may not be sufficient

for the Company to meet its debt obligations as they become due in the ordinary course of business for twelve (12) months following

March 31, 2023.

Even though the Company’s revenues have increased considerably following the acquisition of ADS, we continue

to experience a low gross and net margin from current operations.

As a result, the Company continues to experience negative cash

flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial

technologies.

The Management expects that it will need to raise significant additional capital to accomplish its growth plan over

the next twelve (12) months.

The Management expects to seek to obtain additional funding through private equity or public markets.

However, there can be no assurance about the availability or terms of such type of financing and capital might be available.

Company expects to integrate operations of NSFX in the second half of fiscal 2023.

This will allow the Company to increase its

revenue and cash flow.

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 liabilities

that might be necessary should the Company be unable to continue as a going concern.

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 should the Company cannot continue as a going concern.

the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt

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a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10 %.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

As part of the AJB Note, the Company entered

into a securities purchase agreement, where AJB Capital will receive equity equal to US $ 155,000 of the 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.

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.

The Company paid off the outstanding

loan in February 2023.

CAPITALIZED SOFTWARE COSTS

the three months ended September 30, 2022, and 2021, the estimated remaining weighted-average useful life of the Company’s capitalized

the three months ended March 31, 2023, and 2022, 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.

September 30, 2022, and December 31, 2021, the gross capitalized software asset was $ 1,491,383 and $ 1,317,158 , respectively.

of September 30, 2022, and 2021, the accumulated software amortization expenses were $ 806,315 and $ 460,450 , respectively.

the unamortized balance of capitalized software on September 30, 2022, and December 31, 2021, was $ 685,067 and $ 650,862 .

March 31, 2023, and December 31, 2022, the gross capitalized software assets were $ 1,650,397 and $ 1,586,989 , respectively.

of March 31, 2023, and 2022, the accumulated software amortization expenses were $ 844,378 and $ 825,347 , respectively.

As a result, the

unamortized balance of capitalized software on March 31, 2023, and December 31, 2022, was $ 811,518 and $ 761,642 .

RELATED PARTY TRANSACTIONS

April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd.

(“FRH Prime”), a company incorporated

(“FRH Prime”), incorporated

under section 14 of Bermuda’s Companies Act 1981.

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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 April 24, 2019, and September 30, 2019 .

The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019 .

The Notes are convertible

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Eaglstein and Mr.

are the Mother and Brother of Mitchell Eaglstein, the Company’s CEO and Director.

are the Mother and Brother, respectively, of Mitchell Eaglstein, the Company’s CEO and Director.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

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Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, an entity also owned by Mr.

Group Corporation, also owned by Mr.

Company paid off all the outstanding related parties’ liabilities as of January 31, 2022.

September 2022, the Company issued 30,000,000 common stock for cash consideration of $ 300,000 for Alchemy Prime Limited (APL) and appointed

Kundnani as the director of the Company.

As director’s compensation, the Company issued 5,000,000 valued at $ 60,000 .

Kundnani is the director and owner of APL.

January 2023, the Company issued 115,000,000 common stock for cash consideration of $ 550,000 to Gope S.

Kundnani, the

director of the Company.

LINE OF CREDIT

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and travel expenses.

The line of credit has an average interest rate at the close of business on September 30, 2022, for purchases and

cash withdrawals at 12 % and 25 %, respectively.

As of September 30, 2022, the Company complies with the credit line’s terms and

At September 30, 2022, and December 31, 2021, the outstanding balance was $ 41,577 and $ 39,246 , respectively.

The line of credit has an average interest rate at the close of business on March 31, 2022, for purchases and cash

withdrawals at 12 % and 25 %, respectively.

As of March 31, 2022, the Company complies with the credit line’s terms and conditions.

At March 31, 2023, and December 31, 2022, the outstanding balance was $ 50,566 and $ 47,369 , respectively.

NOTES PAYABLE

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February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder.

executed Convertible Promissory Notes, due between April 24, 2019, and September 30, 2019 .

The Notes are convertible into common stock

initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than

$ 0.05 per share.

The Company executed Convertible Promissory Notes, due between April 24, 2019, and June 30, 2019.

The Notes are convertible into common

stock initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less

than $ 0.05 per share.

The Notes carry an interest rate of 6 % per annum, which is due and payable at maturity.

The parties extended the Notes’

maturity date to September 30, 2021.

The parties have

extended the Notes’ maturity date to June 30, 2021.

December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 256,908 , respectively.

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December 31, 2020, there was no non-current portion of the Notes payable and accrued interest.

Company will pay the Notes’ outstanding principal amount, together with interest at 6 % per annum, in cash on the Maturity Date

to this Note’s registered holder.

Company will pay the Notes’ outstanding principal amount and interest at 6 % per annum in cash on the Maturity Date to this

Note’s registered holder.

In the event the Company does not make, when due, any payment, when due, of principal or interest

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Group Note Summary

OF NOTES PAYABLE

SCHEDULE OF NOTES PAYABLE

Date of Note:

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Number Shares Converted for Interest:

Note Extension –

On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 , in return for the issuance

of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned

the Shares to FRH Group Corporation, an entity also owned by Mr.

Note Extension – On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”)

with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 ,

in return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity also owned by Mr.

Act – Paycheck Protection Program (PPP Note)

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for PPP Note forgiveness.

In that case, the Company will be obligated to repay to the Bank the total outstanding balance remaining due

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”).

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the Deferment Period, which is ten months from the end of the covered period.

The Company plans to apply for PPP Note forgiveness.

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 $ 37,141 as of March 31, 2023.

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 the interest rate of 3.75 %

per annum and only on the advance date of $ 144,900 funds advanced from May 22, 2020.

The SBA loan outstanding balance is $ 133,320 as

of September 30, 2022.

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 $ 145,102 as

of March 31, 2023.

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),

a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

As part of the AJB Note, the Company entered

into a securities purchase agreement, where AJB Capital will receive equity equal to US $ 155,000 of the 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.

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.

Injury Disaster Loan (EIDL)

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 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.

14, 2020, the Company received $ 4,000 in EIDL grants.

On May 14, 2020, the Company received

in EIDL grants.

The Company has recorded it as other income since the EIDL grant is forgivable.

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Facility and Other Operating Leases

rental expense was $ 20,323 and $ 22,765 for the nine months ended September 30, 2022, and 2021, respectively.

October 2019 to the present, the Company has rented its servers, computers, and data center from an unrelated third party.

rent Agreement, the lessor provides furniture and fixtures and any leasehold improvements at Irvine Office, as discussed in Note 2.

February 2019 to the present, the Company leases office space in Limassol District, Cyprus, from an unrelated party for a year.

rental expenses were $ 6,195 and $ 7,421 for the fiscal year ended March 31, 2023, and 2022, respectively.

October 29, 2019, 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 on a need basis.

The new rent payment or membership fee for 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

February 2019 to the present, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

rent payment is $ 1,750 per month as the General and administrative expenses.

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in Europe and Asia .

From April 2019 to the present, the Company has 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.

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

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

Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt committed one hundred

all leases are either on a month-to-month basis or for less than one ( 1 ) year term, the Company is not required to recognize assets and

liabilities for our rental leases.

The Company has included all rental expenses in the General and Administrative costs.

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.

The Company still needs to formalize performance bonuses and other incentive plans.

Each executive

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From September 2018 to September 30, 2020, the Company is paying a monthly compensation

of $ 5,000 to its CEO and CFO, increasing each succeeding year should the agreement be approved annually.

Effective October 1, 2020, the

Company expenses $ 12,000 monthly to its CEO and CFO.

September 30, 2022, and December 31, 2021, the cumulative accrued interest for SBA and other loans defined as an accrued non-current

was $ 13,363 , and $ 9,224 , respectively.

management is not aware of any actions, suits, investigations, or proceedings (public or private) pending against, threatened against,

or affecting any of the assets or affiliates of the Company.

of $ 5,000 to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

Effective October 1, 2020, the Company expenses $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company expenses $ 15,000

monthly to its CEO and CFO.

March 31, 2023, and December 31, 2022, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was

$ 16,034 and $ 14,703 , respectively.

management is not aware of any actions, suits, investigations, or proceedings (public or private) pending against or threatened against

or affecting any of the assets or any affiliate of the Company.

Compliance Matters

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from the fiscal ended December 31, 2017, to 2020.

As of September 30, 2022, the Company has assessed federal and state payroll tax payments

As of March 31, 2023, the Company has assessed federal and state payroll tax payments

in the aggregate amount of $ 219,965 , and we have included it in the General and administrative expenses.

STOCKHOLDERS’ EQUITY (DEFICIT)

February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Deleware to change authorized shares.

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

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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 250,000,000

to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan, the “Corporate Action”),

To approve the Company’s

2022 Equity Plan (the “2022 Equity Plan”)

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

approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

February 10, 2022, our Board unanimously approved the Corporate Actions.

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Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s total issued and outstanding voting

of September 30, 2022, and December 31, 2021, the Company’s authorized capital stock consists of 10,000,000 shares of preferred

stock, a par value of $ 0.0001 per share, and 250,000,000 shares of common stock, a par value of $ 0.0001 per share.

of September 30, 2022, and December 31, 2021, the Company had 183,025,550 and 141,811,264 , respectively, common shares issued and outstanding

of March 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.

of March 31, 2023, and December 31, 2022, the Company had 333,584,729 and 211,275,550 , respectively, common shares issued and outstanding

and 4,000,000 preferred shares issued and outstanding.

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higher claims on the Company’s assets and earnings than common stock.

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,00 0 shares of Preferred Stock to Mitchell Eaglstein, Imran

Firoz, and FRH Group, respectively, as the founders in consideration of services rendered to the Company.

As of September 30, 2022, the

Company had 4,000,000 preferred shares issued and outstanding.

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 (FRH Group) as the founders in consideration of services rendered to the Company.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

March 31, 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.

January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to On January 21, 2016, the Company

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in consideration of services rendered to the Company.

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members.

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members of the Company.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 .

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October 2021 to November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 .

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51 % controlling interest in AD Advisory

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire 51 % controlling interest in AD Advisory

Service Pty Ltd, Australia’s regulated wealth management company.

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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.

As of March 31, 2022, all AJB Warrants are out-of-money

and not exercised.

July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 .

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Kundnani for services valued at $ 60,000 .

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 .

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 .

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 .

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 .

June 1, 2017, the Company is raising $ 600,000 through a Private Placement Memorandum (the “Memorandum”) of up to 4,000,000

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SCHEDULE OF WARRANTS ACTIVITY

Exercise Price per Common Share

December 31, 2020

Became Exercisable

Terminated / Canceled / Expired

Exercisable At March 31, 2022

Expiration Date

Warrants are redeemable by the Company, upon thirty (30) day notice, at a price of $ .05 per Warrant, provided the average of the closing

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the Company gives notice of redemption.

The holders of Warrants called for redemption have exercised rights until the close of business

The holders of Warrants called for redemption have exercise rights until the close of business

on the date fixed for redemption.

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no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

of this report’s date, holders did not exercise Class A Warrants, and all Class A Warrants have expired.

of this report’s date, holders did not exercise Class A Warrants, and all have expired.

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

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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.

As of March 31, 2022, all AJB Warrants are out-of-money

and not exercised.

OFF-BALANCE SHEET ARRANGEMENTS

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SUBSEQUENT EVENTS

On April 18, 2023, the Company appointed Bolko & Company (“Bolko”) as the Company’s new independent registered public

accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2023.

On April 21, 2023, the Board approved the share issuance of 20,800,000 for cash consideration of $ 100,000 to Gope S.

Kundnani or his assignees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements