What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-08-11 · 317 added, 349 removed, 1106 unchanged (38% of the section changed)

to Consolidated Financial Statements

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)

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

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

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

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

Notes to the Consolidated Financial Statements

BALANCE SHEETS

September 30,

Current assets:

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Stockholders’ Deficit:

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

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

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

Additional paid-in capital

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STATEMENTS OF OPERATIONS

September 30,

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Technology & software

Wealth management

Trading revenue

Total revenue

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Income (loss) before provision for income taxes

( 1,002,849 )

Provision (benefit) for income taxes

Net income (loss)

( 1,002,849 )

Net income attributable to noncontrolling interest

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STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Stockholders’

Three months ended June 30, 2022

Balance, March 31, 2022

$ ( 3,619,875 )

Net loss adjustment for previous period ended

March 31, 2022

Forex gain (loss) on consolidation

Preferred stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

Three months ended September 30, 2022

Balance, June 30, 2022

$ ( 3,979,597 )

Common shares issued for cash valued at $ 0.01 per share

Common shares issued for services valued at $ 0.012 per share

Net income (loss)

Balance, September 30, 2022

$ 183,025,550

Three months ended June 30, 2023

Balance, March 31, 2023

$ ( 4,205,663 )

Three months ended September 30, 2023

Balance, June 30, 2023

$ 333,584,729

$ ( 3,649,885 )

Forex gain (loss) on consolidation

Net income (loss)

Balance, June 30, 2023

Balance, September 30, 2023

$ 333,584,729

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STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Other Comprehensive

Stockholders’

Six months ended June 30, 2022

Preferred stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

Nine months ended September 30, 2022

Balance, December 31, 2021

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Forex gain (loss) on consolidation

Balance, June 30, 2022

Common shares issued for cash valued at $ 0.01 per share

Common shares issued for services valued at $ 0.012 per share

Net income (loss)

Balance, September 30, 2022

$ ( 4,205,663 )

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Balance, December 31, 2022

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Common shares issued for cash valued at $ 0.0114 per share

Common shares issued for cash value

Common shares issued for cash

Common shares issued for services valued at $ 0.0048 per share

Common shares issued for cash value

Common shares issued for services

Common shares issued for cash value

Common shares issued for cash valued at $ 0.013 per share

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FX gain (loss) on consolidation

Common shares issued for services value

Common shares issued for financing cost

Net income (loss)

Balance, June 30, 2023

Balance, September 30, 2023

$ 333,584,729

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STATEMENTS OF CASH FLOWS

Six Months Ended

September 30,

Nine Months Ended

September 30,

Net Income (loss)

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Other current liabilities

Debt issuance cost

OID of promissory note

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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 financial markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology

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

we have three primary business segments:

(1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business

or Trading Revenue.

Management – AD Advisory Services Pty Ltd.

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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.

sales, and gross profits for the nine months ending September 30, 2023, were $ 4,305,661 , $ 3,884,800 , and $ 420,861 , respectively.

Brokerage – Alchemy Markets Ltd.

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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

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 Alchemy (Malta)’s assets and liabilities on or after February 28, 2023, but no later than June 30, 2023.

Alchemy (Malta) is an online trading brokerage firm regulated by

the Malta Financial Services Authority (MFSA).

The Company will assume a business acquisition loan liability of $ 350,000 to purchase

the controlling interest in Alchemy (Malta).

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 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

For the three months ending September 30, 20Alchemy (Malta) revenues, cost of sales, and gross profits for the three months

ending September 30, 2023, were $ 1,955,382 , $ 1,281,542 , and $ 673,840 , respectively.

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.

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

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

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

Alchemy (Malta) services its customers in

the English, French, German, Italian, and Arabic-speaking markets.

The customers can trade in currency, commodity, equity, and other

derivatives in real-time.

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

SCHEDULE OF BUSINESS ACQUISITIONS

Fair Value, $

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

therefore, we are the accounting acquirer.

therefore, we are the accounting

composition of the governing body.

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

the accounting acquirer.

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

If the senior management comprises primarily the management personnel from one of the combining

entities, that entity is likely the accounting acquirer.

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 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.

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

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

assets at fair values for Alchemy (Malta) through profit and loss are derivative contracts in favor of Alchemy (Malta).

included in our other current assets in the consolidated balance sheet as of June 30, 2023.

We determine financial assets at fair

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

Observable market prices or rates support

the valuation techniques since their variables include only data from observable markets.

We categorize Alchemy (Malta)’s derivative

financial instruments as level 2.

(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.

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.

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

However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill;

deferred tax is

not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination

that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax is determined using tax rates

(and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when

the related deferred tax asset is realized, or the deferred tax liability is settled.

Acquisition Update

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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.

The Company believes that this would cause further delays 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

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 fintech-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

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Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements.

Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities

Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by the European Securities

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

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to Australia’s wealth management industry.

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.

The Company has decided not to build the Robo Advice Platform as of September 30, 2023.

Company generated Technology & Software Revenue of $ 696,623 and $ 249,000 for the nine months ended September 30, 2023, and 2022.

of the Company

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(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 Alchemy (Malta)’s assets and liabilities on or after February 28, 2023, but no later than

June 30, 2023.

Alchemy (Malta) is an online trading brokerage firm regulated by

the Malta Financial Services Authority (MFSA).

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 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

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.

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

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

Alchemy (Malta) services its customers in

the English, French, German, Italian, and Arabic-speaking markets.

The customers can trade in currency, commodity, equity, and other

derivatives in real-time.

of the FRH Group Note

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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”)

notes, including interest, of $ 1,256,908 in return for issuing 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.

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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.

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

Act – Paycheck Protection Program (PPP Note)

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The PPP loan outstanding balance, including accrued

interest at 1.00 %, is approximately $ 33,665 as of June 30, 2023.

interest at 1.00 %, is approximately $ 26,648 as of September 30, 2023.

May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 ).

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The SBA loan outstanding balance, including accrued interest, is $ 142,532

as of June 30, 2023.

as of September 30, 2023.

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

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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).

(Malta) 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.

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Naval Academy’s Honor

Board, and is a former Marine Corp.

Board, and a former Marine Corp.

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

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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.

Kerridge’s termination and Mr.

Provini’s resignation, the Company currently had four Board of Directors.

Eaglstein is the acting Chairman of the Company.

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

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.

Jonathan Baumgart

is an independent director under NYSE and NASDAQ listing standards.

in Registrant’s Certifying Accountant

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2017, as subsequently amended (the “Registration Statement”).

Since the Registration Statement filing, the Company made all

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

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) pandemic throughout the United States.

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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 in Russia.

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

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

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.

In April 2023, we relocated our personnel to Kazakhstan.

No individual associated with the Company is banned or under the 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.

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Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain

estimates, judgments, and assumptions.

This could affect the reported amounts of assets and liabilities, 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

of intangible assets with finite lives, and other long-lived assets.

Preparing consolidated financial statements conforming with GAAP requires management to make certain 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 periods presented.

Estimates include

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

assets with finite lives, and other long-lived assets.

Actual results could materially differ from these estimates.

results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty

in the current economic environment due to the coronavirus (“COVID-19”).

Actual results and

outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current

economic environment due to the coronavirus (“COVID-19”).

and Cash Equivalents

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or less of original maturities.

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

On September 30, 2023, and December 31, 2022, the Company had $ 1,231,766 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.

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.

September 30, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 134,487 and $ 123,987 ,

respectively.

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

Marketing, and Advertising

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

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.

Company incurred $ 10,987 and $ 69,692 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months

ended September 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 primarily due to the reduction

in promotional marketing costs for the three-month ending September 30, 2023.

sales, marketing, and advertising expenses represented 0.76 % and 6.72 % of the sales for the nine months ended September 30, 2023, and

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

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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.

promised change in goods/services.

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

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of being distinct and distinct within the context of the agreement.

Solutions and services that are not capable of being distinct and

distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition

Solutions and services that are incapable of being distinct and distinct

within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition

For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative

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over a product or delivering a service to a customer.

We measure revenue based upon the consideration outlined in an arrangement or contract

We measure revenue based on the consideration outlined in an arrangement or contract

with a customer.

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Performance Obligation is Typically Satisfied

related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), 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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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

for transferring each promised good or service to the customer.

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

transferring each promised good or service to the customer.

The Company allocates the transaction price to each performance obligation

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circumstances.

In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price.

evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those

goods or services when sold separately.

The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price.

the market in which it sells the goods or services and estimates the price customers would pay for those goods or services when sold

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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The Company considers a customer “obtains

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.

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

The Company recognizes

deferred revenue related to services it will deliver within one year as a current liability.

The Company presents deferred revenue related

to services that the Company will provide more than one year into the future as a non-current liability.

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

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

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

recognize revenue upon transferring 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

If we receive payments before 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.

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Company maintains its cash balances at a single financial institution.

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

The account balances are within FDIC limits as of September 30,

2023, and December 31, 2022.

& 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.

& Software Revenue – The Company generated Technology & Software Revenue of $ 696,623 and $ 249,000 for the nine months ended

September 30, 2023, and 2022.

For the nine months ended September 30, 2023, and 2022, the Company had sixteen (16) and seven (7) active

customers, which is the main reason for the increase in revenue.

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

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.

58.98 % and 86.16 % of Technology and Software revenue for the nine months ended September 30, 2023, and 2022.

Management Revenue – The Company’s subsidiary ADS generated $ 4,305,661 in revenue from 28 advisors for the nine months ending

September 30, 2023.

Management Revenue – The Company’s subsidiary Alchemy (Malta) generated $ 1,955,382 in trading revenue for the three months

ending September 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.

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.

September 30, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 134,487 and $ 123,987 ,

respectively.

There was $ 10,500 and $ 0 bad debt expense for the nine months ended September 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

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.

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.

For the Three Months ended

September 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.

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

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

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

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The Company’s legal costs associated with defending itself are recorded

as expenses incurred.

as expenses when incurred.

The Company is currently not involved in any litigation.

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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 June

There are no impairment charges on September

30, 2023, and December 31, 2022.

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

expenses were $ 22,503 and $ 120,988 for the six months ended June 30, 2023, and 2022 respectively, and the Company classifies such

expenses were $ 22,503 and $ 140,019 for the nine months ended September 30, 2023, and 2022, respectively, and the Company classifies such

cost as the Cost of Sales.

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feasibility of the Condor Investing and Trading App.

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible

debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion

feature should be recognized as a separate component of equity.

The cash conversion guidance applies to all convertible debt instruments

that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and

separately accounted for pursuant to ASC 815.

the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized

as a beneficial conversion feature (“BCF”).

The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt

with Conversion and Other Options.

In those circumstances, the convertible debt is recorded net of the discount related to the BCF.

Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November

17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value.

result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent

of the price difference.

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;

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;

feature is characterized as a beneficial conversion feature (“BCF”).

The Company records a BCF as a debt discount pursuant

to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount

related to the BCF.

As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at the issuance date

because the debt is convertible at issuance.

$ 97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017.

Currency Translation and Re-measurement

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rate at the reporting end date:

OF EXCHANGE RATE

June 30, 2023

SCHEDULE OF EXCHANGE RATE

September 30, 2023

exchange rate for the period:

January 1, 2022, to

June 30, 2023

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

July 1, 2023, to

September 30, 2023

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

Company translates its records into USD as follows:

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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

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.

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 September 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.

nine months ended September 30, 2023, and 2022, common stock equivalents were dilutive and anti-dilutive due to net income and a net

loss of $ 1,366,777 and $ 974,984 , respectively, for the period.

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

Reclassifications

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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 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 .

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, 2023, and December 31, 2022, the accumulated

deficit was $ 2,968,930 and $ 4,335,053 , respectively.

At September 30, 2023, and December 31, 2022, the working capital surplus and the

deficit were $ 2,211,389 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 nine months ended September 30, 2023, and 2022, the Company incurred a net income and net loss of $ 1,366,777 and $ 974,984 .

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

As of June 30, 2023, and December

As of September 30, 2023, and December

31, 2022, the Company had $ 1,231,766 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 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 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

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

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.

The Company expects to integrate Alchemy (Malta) operations in the

second half of fiscal 2023.

This will allow the Company to increase its revenue and cash flow.

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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.

of liabilities that might be necessary should the Company not 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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CAPITALIZED SOFTWARE COSTS

the three months ended June 30, 2023, and 2022, the estimated remaining weighted-average useful life of the Company’s capitalized

the three months ended September 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.

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 June 30, 2023, and December 31, 2022, was $ 895,748 and $ 761,642 .

September 30, 2023, and December 31, 2022, the gross capitalized software assets were $ 1,798,278 and $ 1,586,989 , respectively.

end of September 30, 2023, and 2022, the accumulated software amortization expenses were $ 847,850 and $ 825,347 , respectively.

the unamortized balance of capitalized software on September 30, 2023, and December 31, 2022, was $ 950,427 and $ 761,642 .

RELATED PARTY TRANSACTIONS

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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.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 in return for issuing 12,569,080 of unregistered

common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH Group Corporation,

also owned by Mr.

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

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Kundnani, the director of the

September 30, 2023, FDCTech, Inc.

(“FDC” or the “Company,” OTCQB:

FDCT) signed the definitive agreement with

Alchemy Group where the Company acquired 100 % of Alchemy Markets DMCC (Alchemy UAE), 100 % of Alchemy Prime Ltd.

(Alchemy UK), and 49.90 %

of Alchemy Markets Ltd.

(Alchemy Malta).

After the acquisition of 49.90 % of Alchemy Malta, the Company will control 100.00 % of all issued

outstanding shares of Alchemy Malta.

The acquisition of Alchemy UK and Alchemy Malta is subject to regulatory approval by the Financial

Conduct Authority (FCA UK) and Malta Financial Services Authority (MFSA), respectively.

Company will issue 1,800,000 shares of its Series B Preferred stock, or such other number of shares that the parties agree upon to shareholder(s)

and employees of Alchemy Group, for the acquisition.

The existing management team and board of directors will continue to oversee and

manage the Company’s operations.

This transaction was the result of extensive negotiations commencing in September 2022.

LINE OF CREDIT

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withdrawals at 12 % and 25 %, 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.

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

At September 30, 2023, and December 31, 2022, the outstanding balance was $ 53,135 and $ 47,369 , respectively.

NOTES PAYABLE

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Group Note Summary

OF NOTES PAYABLE

SCHEDULE OF NOTES PAYABLE

Date of Note:

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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 such case, the 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 loan outstanding balance, including accrued interest at 1.00 %, is approximately $ 26,648 as of

June 30, 2023.

September 30, 2023.

May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 ).

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The SBA loan outstanding balance, including accrued interest, is $ 142,532

as of June 30, 2023.

as of September 30, 2023.

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

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Facility and Other Operating Leases

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

rental expenses were $ 12,790 and $ 14,602 for the nine months ended September 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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Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

In April 2023, we relocated our personnel to Kazakhstan.

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.

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.

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

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monthly to its CEO and CFO.

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.

September 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.

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

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

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

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

in the aggregate amount of $ 238,701 , 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 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 June 30, 2023, and December 31, 2022, the Company had 333,584,729 and 211,275,550 , respectively, common shares issued and outstanding

of September 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 September 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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Kundnani, the Director of the Company.

As of September

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

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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 of the Company.

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

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

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About the Warrants Outstanding During Fiscal 2022 Follows

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

bid price of the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation (“NASDAQ”)

System (or the average of the last sale price if the Common Stock is then listed on the NASDAQ National Market System or a securities

exchange), shall equal or exceed $ 1.00 per share (subject to adjustment) for ten ( 10 ) consecutive trading days prior to the date on which

the Company gives notice of redemption.

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

on the date fixed for redemption.

exercise price and the number of shares of Common Stock or other securities issuable on exercise of the Warrants are subject to adjustment

SCHEDULE OF WARRANTS ACTIVITY

at December 31, 2020

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

of the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation (“NASDAQ”) System

(or the average of the last sale price if the Common Stock is then listed on the NASDAQ National Market System or a securities exchange),

shall equal or exceed $ 1.00 per share (subject to adjustment) for ten ( 10 ) consecutive trading days before the date on which the Company

gives notice of redemption.

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

fixed for redemption.

exercise price and the number of shares of Common Stock or other securities issuable on the exercise of the Warrants are subject to adjustment

in certain circumstances, including stock dividend, recapitalization, reorganization, merger, or consolidation of the Company.

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 have expired.

of this report’s date, holders have not exercised 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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OFF-BALANCE SHEET ARRANGEMENTS

have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support,

credit risk support, or other benefits.

have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other

SUBSEQUENT EVENTS

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