What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-11 compared with 2023-05-12 · 114 added, 98 removed, 274 unchanged (44% of the section changed)

12 unchanged sentences

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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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 Person list.

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.

20 unchanged sentences

Management Revenue & Gross Margins:

Fiscal year ended

March 31, 2023

Fiscal year ended

March 31, 2022

Six Months Ended

June 30, 2023

Six Months Ended

June 30, 2022

Cost of sales, $

Gross Profit (loss), $

Gross margin, %

& Software Development – Condor Trading Technology

3 unchanged sentences

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.

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

1 unchanged sentence

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.

6 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 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

18 unchanged sentences

to Australia’s wealth management industry.

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

December 31, 2023.

The Company is currently not building the Robo Advice Platform.

& Software Development Revenue & Gross Margins:

Fiscal year ended

March 31, 2023

Fiscal year ended

March 31, 2022

June 30, 2023

June 30, 2022

Cost of sales, $

1 unchanged sentence

Gross Margins, %

For the three months ended March 31, 2023, and 2022, the Company had thirteen (13) and four (4) active customers.

The increase in customers increased Technology & Software Development Revenue for the three months ending March 31, 2023, compared

to the previous period.

Brokerage (Europe and the Middle East) – NSFX Ltd.

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

The increase in customers

increased Technology & Software Development Revenue for the three months ending June 30, 2023, compared to the previous period.

Margin 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

1 unchanged sentence

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.

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.

Brokerage – CIM Securities, LLC

6 unchanged sentences

it will start consolidating income statements and balance sheets as it holds the controlling interest in CIM Securities.

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.

Financial Summary

2 unchanged sentences

The Company generated $12,008,001 in revenues from January

21, 2016 (inception) to March 31, 2023.

For the three months ending March 31, 2023, and 2022, the Company generated $1,545,687 and $1,541,122

At March 31, 2023, the Company had a cash balance of $139,844 and an accumulated deficit

of $4,572,228.

Condition at March 31, 2023

March 31, 2023, the accumulated deficit, cash balance, and working capital deficit were

$4,572,228, $139,844, and $201,099, respectively.

21, 2016 (inception) to June 30, 2023.

For the six months ending June 30, 2023, and 2022, the Company generated $3,310,836 and $3,066,971

At June 30, 2023, the Company had a cash balance of $127,057 and an accumulated deficit of $3,649,885.

Condition at June 30, 2023

June 30, 2023, the accumulated deficit, cash balance, and working capital surplus were $3,649,885, $127,057, and $2,307,322, respectively.

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

2 unchanged sentences

flow positive, and raise funds through private placement offerings and debt financing.

As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023.

As the Company increases its customer base globally,

it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023.

Condition at December 31, 2022

19 unchanged sentences

OF OPERATIONS

Months Ended March 31, 2023, compared with Three Months Ended March 31, 2022

the three months ended March 31, 2023, and 2022, the Company had thirteen (13) and four (4) active customers.

Revenues generated

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

ended March 31, 2023, and 2022.

consolidated revenues for the three months ended March 31, 2023, and 2022 were $1,545,687 and $1,541,122, respectively.

Months Ended June 30, 2023, compared with Three Months Ended June 30, 2022

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

Revenues generated from the

top three (3) customers represented approximately 74.73% and 84.27% of Technology and Software revenue for the three months ended June

30, 2023, and 2022.

consolidated revenues for the three months ended June 30, 2023, and 2022 were $1,765,149 and $1,525,849, respectively.

During the three

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

total revenue breakdown for the three months ended March 31, 2023, and 2022 is below:

months ended June 30, 2023, and 2022, the Company incurred a net income and net loss of $965,868 and $381,473.

total revenue breakdown for the three months ended June 30, 2023, and 2022 is below:

Three Months Ended

2 unchanged sentences

Technology Solutions

Software Development

the three months ended March 31, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $494,689

Software Development & Consulting

the three months ended June 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $485,020

and $456,000 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended March 31, 2023,

The increase in g and a costs for the three months ended June 30, 2023,

is due to the rise in legal and professional fees, financing costs, and ADS’ g and a.

The g and a expenses were 27.48% and 29.88%

of the revenue for the three months ended March 31, 2023, and 2022, respectively.

of the revenue for the three months ended June 30, 2023, and 2022, respectively.

Amortization expenses were $3,471 and $60,494 for the

three months ended June 30, 2023, and 2022 respectively, included in the Cost of sales.

The amortization expense for the three months

ended June 30, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

Condor Pro Multi-Asset

Trading Platform (Desktop), Condor Web Trader, and Condor Mobile Trader are fully amortized.

rental expense was $6,594 and $7,181 for the three months ended June 30, 2023, and 2022, respectively.

Company incurred $11,818 and $70,055 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 sales, marketing, and advertising expenses represented 0.67%

and 4.59% of the sales for the fiscal year ending June 30, 2023, and 2022, respectively.

Months Ended June 30, 2023, compared with Six Months Ended June 30, 2022

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

Revenues generated from the

top three (3) customers represented approximately 68.59% and 86.41% of Technology and Software revenue for the three months ended June

30, 2023, and 2022.

consolidated revenues for the six months ended June 30, 2023, and 2022 were $3,310,836 and $3,066,971, respectively.

During the six months

ended June 30, 2023, and 2022, the Company incurred a net income and net loss of $685,168 and $785,417.

total revenue breakdown for the three months ended June 30, 2023, and 2022 is below:

Three Months Ended

Revenue Description

Wealth Management

Technology Solutions

Software Development & Consulting

the three months ended June 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $979,709

and $845,053 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended June 30, 2023,

is due to the rise in legal and professional fees, financing costs, and ADS’ g and a.

The g and a expenses were 29.59% and 27.55%

of the revenue for the three months ended June 30, 2023, and 2022, respectively.

Amortization expense was $22,503 and $120,988 for the

three months ended March 31, 2023, and 2022 respectively, included in the Cost of sales.

three months ended June 30, 2023, and 2022 respectively, included in the Cost of sales.

The amortization expense for the three months

ended March 31, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

The amortization

expense for the three months ended March 31, 2022, due to the cumulative amortization expense of Condor Pro Multi-Asset Trading Platform

(Desktop), Condor Web Trader, and Condor Mobile Trader.

rental expense was $6,195 and $7,421 for the three months ended March 31, 2023, and 2022, respectively.

Effective October 29, 2019, the

Company rents its servers, computers, and data center from an unrelated third party.

Under the rent Agreement, the lessor provides furniture

and fixtures and any leasehold improvements at 200 Spectrum Drive, Suite 300, Irvine, CA 92618, as discussed in Note 2.

Effective February

2019, the Company leases office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus, from an unrelated

party for a year.

The Company uses the office for sales and marketing in Europe and Asia.

The office’s monthly rent payment is

we have included in the General and administrative expenses.

From February 2020, the Company extended the one-year agreement

to $1,750 monthly.

Effective April 2019, the Company leases office space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated

party for an eleven-month term.

The office’s rent payment is $500 monthly, including the General and administrative expenses.

March 2020, this agreement continues month-to-month until the Company or the lessor chooses to terminate the agreement’s terms

by giving thirty days’ notice.

The Company uses the office for software development and technical support.

Effective August 2022,

the Company closed its offices in Russia and relocated its team to Turkey.

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.

ended June 30, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

Condor Pro Multi-Asset

Trading Platform (Desktop), Condor Web Trader, and Condor Mobile Trader are fully amortized.

rental expense was $12,790 and $14,602 for the three months ended June 30, 2023, and 2022, respectively.

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 sales, marketing, and advertising expenses represented 1.26%

1.94% and 10.99% of the sales for the fiscal year ending March 31, 2023, and 2022, respectively.

and 7.81% of the sales for the fiscal year ending June 30, 2023, and 2022, respectively.

AND CAPITAL RESOURCES

March 31, 2023, and December 31, 2022, we had a cash balance of $139,844 and $264,829, respectively.

June 30, 2023, and December 31, 2022, we had a cash balance of $127,057 and $264,829, respectively.

the next twelve (12) months, the Company will continue investing in sales, marketing, product development, new technology solutions,

72 unchanged sentences

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

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

a change of ownership in the CMA application.

The Company terminated the escrow agreement and released $180,000 to increase cash on hand.

CONCERN CONSIDERATION

have yet to generate significant revenues and operating income from inception to March 31, 2023, to cover our operating costs.

March 31, 2023, and December 31, 2022, the Company accumulated deficits of $4,572,228 and $4,335,053, respectively.

have yet to generate significant recurring revenues and operating income from inception to June 30, 2023, to cover our operating costs.

As of June 30, 2023, and December 31, 2022, the Company accumulated deficits of $3,649,885 and $4,335,053, respectively.

Our independent

auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December 31,

31, 2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding concerns about our ability to

continue as a going concern.

Our financial statements contain additional note disclosures describing the circumstances that led to

this disclosure by our independent auditors.

Our financial statements do not include any adjustments related to the recoverability

or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in the company being

unable to continue as a going concern.

2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding concerns about our ability to continue

as a going concern.

Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure

by our independent auditors.

Our financial statements do not include any adjustments related to the recoverability or classification

of asset-carrying amounts or the amounts and classifications of liabilities that may result in the company being unable to continue as

a going concern.

Accounting Policies and Significant Judgments and Estimates

13 unchanged sentences

are an “ emerging growth company ,” as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can

delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private

Under the JOBS Act, emerging growth companies can delay

adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies.

As an emerging growth company, we have applied for an exemption;

as a result, the Company may delay the adoption of

certain accounting standards until the standards would otherwise apply to private companies.

as a result, the Company may delay the adoption of certain accounting

standards until the standards would otherwise apply to private companies.

Sheet Arrangements and Contractual Obligations

15 unchanged sentences

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 2. Management’s Discussion and Analysis