What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-11 compared with 2023-05-12 · 410 added, 306 removed, 1045 unchanged (41% of the section changed)

to Consolidated Financial Statements

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)

Consolidated Balance Sheets as of June 30, 2023 (Unaudited), and December 31, 2022 (Audited)

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)

Notes to the Consolidated Financial Statements

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Total Current assets

Fixed assets, net

Capitalized software, net

6 unchanged sentences

Payroll tax payable

Business acquisition loan

Promissory note

3 unchanged sentences

SBA loan – non-current

Cares act- paycheck protection program advance – non-current

Deferred tax liabilities

Accrued interest – non-current

2 unchanged sentences

Stockholders’ Deficit:

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

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of June 30, 2023, and December 31, 2022

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

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

333,584,729 and 211,275,550 shares issued and outstanding, as of June 30, 2023 and December 31, 2022

Additional paid-in capital

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Three Months Ended

Six Months Ended

Technology & software

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Total operating expenses

Operating loss

Operating income (loss)

Other income (expense):

Gain on purchase

Other interest expense

Other income (expense)

Total other expense

Loss before provision for income taxes

Provision for income taxes

$ ( 237,175 )

$ ( 403,944 )

Total other income (expense)

Income (loss) before provision for income taxes

Provision (benefit) for income taxes

Net income (loss)

Net income attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

Net loss per common share, basic and diluted

$ ( 330,227 )

$ ( 748,918 )

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

Weighted average number of common shares outstanding basic and diluted

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STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Comprehensive

months ended March 31, 2022

December 31, 2021

Other Comprehensive

Stockholders’

Three months ended June 30, 2022

Balance, March 31, 2022

$ ( 3,619,875 )

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 cash valued at $ 0.0356 per share

shares issued for cash valued at $ 0.0395 per share

December 31, 2022

Net loss adjustment for previous period ended

March 31, 2022

Forex gain (loss) on consolidation

Balance, June 30, 2022

$ 148,025,550

months ended March 31, 2023

December 31, 2022

$ ( 3,979,597 )

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

Three months ended June 30, 2023

Balance, March 31, 2023

$ 333,584,729

$ ( 4,572,228 )

Forex gain (loss) on consolidation

Net Income (loss)

Balance, June 30, 2023

$ 333,584,729

$ ( 3,649,885 )

accompanying notes to the financial statements

STATEMENTS OF CASH FLOWS

Three Months Ended

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Stockholders’

Six months ended June 30, 2022

Balance, December 31, 2021

$ ( 3,230,679 )

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

Balance, June 30, 2022

$ ( 3,979,597 )

Six Months Ended June 30, 2023

Balance, December 31, 2022

$ ( 4,335,053 )

Common shares issued for cash valued at $ 0.0114 per share

Common shares issued for cash

Common shares issued for services valued at $ 0.0048 per share

Common shares issued for services

Common shares issued for cash valued at $ 0.013 per share

Common shares issued for cash

FX gain (loss) on consolidation

Net Income (loss)

Balance, June 30, 2023

$ 333,584,729

$ ( 3,649,885 )

$ 333,584,729

$ ( 3,649,885 )

STATEMENTS OF CASH FLOWS

Six Months Ended

Net Income (loss)

$ ( 748,918 )

Adjustments to reconcile net loss to net cash used in operating activities:

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Common stock issued for services

Accounts receivable allowance

Acquired tangible assets

2 unchanged sentences

Gross accounts receivable

( 2,791,998 )

Fixed assets, net

Accounts payable

5 unchanged sentences

Increase in accrued payroll tax

Deferred tax liabilities

Net cash used in operating activities

$ ( 1,625,609 )

$ ( 360,630 )

Investing Activities:

1 unchanged sentence

Net cash used in investing activities

$ ( 156,609 )

$ ( 129,025 )

Financing Activities:

1 unchanged sentence

Proceeds from promissory note

Net proceeds from SBA loan

Net proceeds (payment to) from SBA loan

Business acquisition loan

Net proceeds from common stock

Related party advances

Noncontrolling interest

Increase (decrease) in non-controlling interest

Forex gain (loss) on consolidation

Net cash provided by financing activities

Net decrease in cash

Net increase (decrease) in cash

Cash at beginning of the period

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Company changed its name to FDCTech, Inc.

The name change reflects the Company’s commitment to expanding its products and services

in the FX and cryptocurrency markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology (‘fintech’)

and business solutions to OTC Online Brokerages and cryptocurrency businesses (“customers”).

The name change reflects the Company’s commitment to expanding its products and

services in the FX and financial markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology

(‘fintech’) and business solutions to OTC Online Brokerages (“customers”).

Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary

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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.

immediate exposure to –forex, stocks, ETFs, commodities, 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

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increase client retention, and realize cost synergies.

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.

December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd

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ADFP owns one hundred percent ( 100 %) equity interest in AD Advisory Services Pty Ltd (“ADS”).

As a result, the Company is 51 % owner of ADS.

The Company closed the acquisition on December 22, 2021, and combined the financial statements

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

As a result, the Company is the 51.00 % owner of ADS.

The Company closed the acquisition on December 22, 2021, and combined the financial

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

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 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 six months ending June 30, 2023, were $ 2,836,271 , $ 2,549,135 , and $ 287,136 , respectively.

Brokerage – Alchemy Markets Ltd.

(formerly known as NSFX Ltd.) Acquisition

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.

Alchemy Markets Ltd.

formerly known as NSFX Ltd., [(Alchemy (Malta)].

Alchemy (Malta) 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 Alchemy (Malta).

The Company amended

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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.

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

The Company closed Alchemy (Malta) transactions as of June 30, 2023.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Alchemy (Malta)

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

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

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.

Alchemy (Malta) services its customers in the English, French, German, Italian, and Arabic-speaking markets.

customers can trade in currency, commodity, equity, and other derivatives in real time.

Alchemy (Malta)’s

Balance Sheet as of June 30, 2023 (Acquisition Date):

OF BUSINESS ACQUISITIONS

Fair Value, $

Cash and cash equivalents (1)

Financial assets at fair value through profit and loss (2)

Receivables (3)

Fixed assets (4)

- Current liabilities (5)

- Deferred tax liabilities (6)

Net assets (A)

Purchase Price 50.10% (B)

Non-controlling interest (C), 49.90%

FDCTech gain on bargain purchase (A) – (B) – (C)

to the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 805, “Business Combinations,”

the accounting acquirer is the entity that obtains control of the acquiree.

We have determined that the Company is the accounting acquirer

based on the following factors:

relative voting rights.

The Company holds the majority of Alchemy (Malta)’s voting rights;

therefore, we are the accounting acquirer.

composition of the governing body.

The Company is the governing body of Alchemy (Malta), and we are

the accounting acquirer.

composition of the senior management.

If the senior management comprises primarily the

management personnel from one of the combining entities, that entity is likely the accounting

have determined the method of accounting for the business combination.

The accounting acquirer applies the acquisition method and

recognizes the acquiree’s identifiable assets, liabilities, and any noncontrolling interest in the acquiree at their fair

values as of the acquisition date.

The fair values of Alchemy (Malta)’s assets and liabilities equal their carrying amounts.

Therefore, we did not need any adjustments to the carrying amounts of these assets and liabilities on the

Company’s balance sheet.

recognize cash and cash equivalents held by Alchemy (Malta) and deposits in bank accounts

that can be accessed on demand or within 90 days.

They are included in our cash and cash

equivalents in the consolidated balance sheet as of June 30, 2023.

We hold client funds held

by Alchemy (Malta) in the normal course of business in a fiduciary capacity;

we do not include

such funds in these financial statements.

(2) Financial

assets at fair values for Alchemy (Malta)’s through profit and loss are derivative

contracts in favor of Alchemy (Malta).

They are included in our other current assets in the

consolidated balance sheet as of June 30, 2023.

We determine financial assets at fair values

by reference to market prices or rates quoted at the end of the reporting period.

market prices or rates support the valuation techniques since their variables include only

data from observable markets.

We categorize Alchemy (Malta)’s derivative financial

instruments as level 2.

(Malta)’s receivables mostly consist of amounts due from previous shareholders of New

Star and are included in our accounts receivable in the consolidated balance sheet as of

June 30, 2023.

property and equipment are initially recorded at historical cost and included in our fixed

assets, net in the consolidated balance sheet as of June 30, 2023.

Historical cost includes

expenditures directly attributable to the acquisition of the items.

We calculate depreciation

using the straight-line method to allocate their cost or revalued amounts to their residual

values over their estimated useful lives.

recognize deferred tax using the liability method on temporary differences between the tax

bases of assets and liabilities and their carrying amounts in the financial statements.

include deferred tax liabilities in our consolidated balance sheet as of June 30, 2023.

deferred tax liabilities are not recognized if they arise from the initial recognition of

deferred tax is not accounted for if it stems from the initial recognition of an

asset or liability in a transaction other than a business combination that at the time of

the transaction affects neither accounting nor taxable profit or loss.

Deferred tax is determined

using tax rates (and Malta laws) that have been enacted or substantially enacted by the end

of the reporting period and are expected to apply when the related deferred tax asset is

realized or the deferred tax liability is settled.

Acquisition Update

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51.00 %) equity interest in CIM Securities,

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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.

(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 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.

July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities as future events may result in

a change of ownership in the CMA application.

The Company believes that this would cause further delay in the approval process.

board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize

shareholder value.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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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

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

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

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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.

Brokerage (“SYOPB”), 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 regulatory-grade trading platform targeted at day traders and retail investors.

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

The industry characterized

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alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers.

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

financial products.

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

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and Market Authority (ESMA) implemented across the European Union on January 3, 2018.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading

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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.

The Company has decided not to build the Robo Advice Platform as of June

Company generated Technology & Software Revenue of $ 474,565 and $ 156,500 for the six months ended June 30, 2023, and 2022.

of the Company

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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).

Alchemy Markets Ltd.

(formerly known as NSFX Ltd., Alchemy (Malta)).

Alchemy (Malta) 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

Company expects to consolidate the fair value of Alchemy (Malta)’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.

The Company closed Alchemy (Malta) transactions as of June 30, 2023.

Alchemy (Malta)

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

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

Alchemy (Malta) services its customers in the English, French, German, Italian, and Arabic-speaking markets.

customers can trade in currency, commodity, equity, and other derivatives in real time.

of the FRH Group Note

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provisions, covenants, or conditions.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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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.

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.

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.

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 $ 111,244 after deducting financing costs associated with the Investment Agreement for the fiscal year

ending December 31, 2022.

Company also received a net amount of $ 81,000 from the related parties to fund its operations for the fiscal year ending December 31,

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

Act – Paycheck Protection Program (PPP Note)

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.

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.

The PPP loan outstanding balance, including accrued

interest at 1.00 %, is approximately $ 33,665 as of June 30, 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 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 $ 143,306

as of June 30, 2023.

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

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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.

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,

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providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.

Alchemy (Malta)

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

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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.

Provini, a member of the Board of Directors of FDCTech, Inc.

(the “Company”), notified the

Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021.

not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices.

resignation of Mr.

Provini, the Company currently has three Board of Directors.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

September 30, 2022, the Company appointed Gope S.

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

of Company’s Securities to be Registered

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

The war between the

two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed additional

sanctions on Russia and specific individuals.

By the end of August 2022, the Company closed its technical support and development office

The war between

the two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed

additional sanctions on Russia and specific individuals.

By the end of August 2022, the Company closed its technical support and

development office in Russia.

We relocated our personnel to Turkey, currently considered a neutral zone.

No individual associated with the Company is banned

or under Special Designated Nationals and Blocked Person list.

If the military activities worsen and expand in Europe, we may relocate

our office from Turkey to other neutral zones in Asia.

If we cannot relocate our technical and development operations to a safer zone,

it may impact our software development capabilities and negatively impact the Company’s business plans.

In April 2023, we relocated

our personnel to Kazakhstan.

No individual associated with the Company is banned or under Special Designated Nationals and Blocked

The relocation may impact our software development capabilities and the Company's business plans if we cannot relocate

our technical and development operations to a safer zone.

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

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all intercompany balances and transactions.

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

The Company has prepared consolidated financial statements consistent with the accounting

policies adopted by the Company in its financial statements.

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estimates, judgments, and assumptions.

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

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 periods presented.

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or less of original maturities.

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

On June 30, 2023, and December 31, 2022, the Company had $ 127,057 and $ 264,829 cash and cash equivalent

held at the financial institution.

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off at the point when they are considered uncollectible.

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.

June 30, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 136,487 and $ 123,987 , respectively.

There was $ 10,500 and $ 0 bad debt expense for the six months ended June 30, 2023, and 2022.

Marketing, and Advertising

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

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

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.

Company incurred $ 41,823 and $ 239,448 in sales, marketing, and advertising costs (“sales and marketing”) for the six months

ended June 30, 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 June 30, 2023.

sales, marketing, and advertising expenses represented 1.26 % and 7.81 % of the sales for the six months ended June 30, 2023, and 2022.

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

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order, a variation, or an amendment.

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

creates new or changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or

implied by the customer’s customary business practice when agreed in writing.

If the parties to the contract have not approved

a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved.

The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding

price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract

price without a change in goods/services promised.

A contract modification exists when the parties approve a modification that either creates new or

changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or implied by the

customer’s customary business practice when agreed in writing.

If the parties to the contract have not approved a contract modification,

the Company continues to apply the existing contract’s guidance until the contract modification is approved.

The Company recognizes

contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase,

adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a

change in goods/services promised.

contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with

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Performance Obligation is Typically Satisfied

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.

related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity solutions and lead generations.

Company recognizes the consulting revenues when the customer receives services over the contract length.

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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.

Crypto Trading Platform (“Crypto Web Trader Platform”), and other fintech-related solutions.

Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made

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

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.

When choosing the transaction price, the company first identifies the fixed consideration, including

non-refundable upfront payment amounts.

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.

When choosing the transaction price, the company

first identifies the fixed consideration, including non-refundable upfront payment amounts.

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

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Company maintains its cash balances at a single financial institution.

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

The account balances are within FDIC limits as of June 30, 2023,

and December 31, 2022.

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

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.

& Software Revenue – The Company generated Technology & Software Revenue of $ 474,565 and $ 156,500 for the six months ended

June 30, 2023, and 2022.

For the six months ended June 30, 2023, and 2022, the Company had thirteen (13) and six (6) active customers,

which is the main reason for the increase in revenue.

Revenues generated from the top three (3) customers represented approximately 68.59 %

and 86.41 % of Technology and Software revenue for the six months ended June 30, 2023, and 2022.

Management Revenue – the Company’s subsidiary ADS generated $ 2,836,271 in revenue from 28 advisors for the six months ending

June 30, 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.

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.

June 30, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 136,487 and $ 123,987 , respectively.

There was $ 10,500 and $ 0 bad debt expense for the six months ended June 30, 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 expenditure.

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

The GAAP accounting standards require us to expense all research and development expenditures as incurred.

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.

Three Months ended June 30, 2023, and 2022, the Company incurred no R and D costs.

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.

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

There are no impairment

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

There are no impairment charges on June

30, 2023, and December 31, 2022.

for Income Taxes

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

This method calculates deferred tax assets and

liabilities based on the temporary differences between the consolidated financial statement and income tax bases of

assets and liabilities using the enacted tax rates applicable each year.

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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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

The Company considers

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

forecast actual outcomes.

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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.

expenses were $ 22,503 and $ 120,988 for the six months ended June 30, 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 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.

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.

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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

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 dates.

rate at the reporting end date:

OF EXCHANGE RATE

March 31, 2023

June 30, 2023

exchange rate for the period:

January 1, 2022, to March 31, 2023

January 1, 2022, to

June 30, 2023

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

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and expense items at the average rate of exchange prevailing during the period

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company uses current market values to recognize certain assets and liabilities at a fair value.

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Company follows ASC 260, Earnings Per Share, to account for earnings per share.

Basic earnings per share (“EPS”) calculations

are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings

per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share

equivalents outstanding.

As of 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.

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.

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

Basic earnings per share (“EPS”)

calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the

Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares

and dilutive common share equivalents outstanding.

As of June 30, 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.

During the six months ended June 30, 2023, and 2022, common stock equivalents were dilutive and

anti-dilutive due to net income and a net loss of $ 685,168 and $ 785,417 , respectively, for the period.

Hence, the Company has not

considered it in the computation.

Reclassifications

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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 .

At June 30, 2023, and December 31, 2022, the

accumulated deficit was $ 3,649,885 and $ 4,335,053 , respectively.

At June 30, 2023, and December 31, 2022, the working capital

surplus and the deficit were $ 2,307,322 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 six months ended June 30, 2023, and 2022, the Company incurred a net income and net loss of $ 685,168 and $ 785,417 .

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

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.

As of June 30, 2023, and December

31, 2022, the Company had $ 127,057 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 June 30, 2023.

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.

The Company expects to integrate operations of Alchemy (Malta) 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.

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CAPITALIZED SOFTWARE COSTS

the three months ended March 31, 2023, and 2022, the estimated remaining weighted-average useful life of the Company’s capitalized

the three months ended June 30, 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.

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.

June 30, 2023, and December 31, 2022, the gross capitalized software assets were $ 1,743,599 and $ 1,586,989 , respectively.

of June 30, 2023, and 2022, the accumulated software amortization expenses were $ 847,850 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 .

unamortized balance of capitalized software on June 30, 2023, and December 31, 2022, was $ 895,748 and $ 761,642 .

RELATED PARTY TRANSACTIONS

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

(“FRH Prime”), incorporated

under section 14 of Bermuda’s Companies Act 1981.

(“FRH Prime”), incorporated under

section 14 of Bermuda’s Companies Act 1981.

In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients

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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.

Kundnani, the director of the

LINE OF CREDIT

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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.

As of June 30, 2023, the Company complies with the credit line’s terms and conditions.

At June 30, 2023, and December 31, 2022, the outstanding balance was $ 50,310 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.

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.

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

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

The parties have

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

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 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

required to be made, the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the

period following the due date of such payment, at a rate of ten percent ( 10 %) per annum.

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 required to be made,

the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the

due date of such payment, at a rate of ten percent ( 10 %) per annum.

NOTES PAYABLE (continued)

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Group Note Summary

SCHEDULE OF NOTES PAYABLE

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”)

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

with FRH and FRH Group Corporation.

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for PPP Note forgiveness.

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

under the PPP Note, including principal and interest (the “PPP Note Balance”).

In such case, Bank will establish the terms

for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance,

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

the PPP Note, including principal and interest (the “PPP Note Balance”).

In such case, Bank will establish the terms for

repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance,

the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP

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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.

The Company started paying

off the PPP Note in August 2022.

The PPP loan outstanding balance, including accrued interest at 1.00 %, is approximately $ 33,665 as of

June 30, 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 3.75 %

per annum and only on $ 144,900

The installment payments

will include the principal and interest of $ 707 monthly and begin Twelve (12) months from the promissory note date.

The principal and

interest balance will be payable Thirty (30) years from the promissory Note date.

Interest will accrue at 3.75 % per annum and only on

$ 144,900 funds advanced from May 22, 2020, the advance date.

The SBA loan outstanding balance, including accrued interest, is $ 145,102 as

of March 31, 2023.

The SBA loan outstanding balance, including accrued interest, is $ 143,306

as of June 30, 2023.

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

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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.

On May 14, 2020, the Company received

in EIDL grants.

14, 2020, the Company received $ 4,000 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 expenses were $ 6,195 and $ 7,421 for the fiscal year ended March 31, 2023, and 2022, respectively.

rental expenses were $ 12,790 and $ 14,602 for the six months ended June 30, 2023, and 2022, respectively.

October 29, 2019, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

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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.

rent payment is $ 1,750 per month;

included in the General and administrative expenses.

February 2020, this agreement continues every year upon written request by the Company.

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

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

In April 2023, we relocated our personnel to Kazakhstan.

all leases are 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.

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

Each executive

is paid every month at the beginning of the month.

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

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

executive is paid every month at the beginning of the month.

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

compensation of $ 5,000 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.

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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

June 30, 2023, and December 31, 2022, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $ 17,386

and $ 14,703 , respectively.

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

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

As of June 30, 2023, the Company has assessed federal and state payroll tax payments

in the aggregate amount of $ 226,779 , and we have included it in the General and administrative expenses.

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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 March 31, 2023, and December 31, 2022, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock,

of June 30, 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

of June 30, 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 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R.

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.

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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.

30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000 , 1,500,000 ,

and 1,000,000 shares, respectively.

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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May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $ 350,000 .

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

June 02, 2021, the Company issued 1,750,000 restricted common shares for Genesis Agreement to a consultant valued at $ 437,500 .

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About the Warrants Outstanding During Fiscal 2022 Follows

SCHEDULE OF WARRANTS ACTIVITY

Exercise Price per Common Share

December 31, 2020

Became Exercisable

Terminated / Canceled / Expired

Exercisable At March 31, 2022

Expiration Date

OF WARRANTS ACTIVITY

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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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.

July 31, 2023, the Company sent the notice of termination of purchase agreement to CIM Securities as future events may result in

change of ownership in the CMA application.

The Company believes that this would cause further delay in the approval process.

board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize

shareholder value.

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