What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-10-15 compared with 2023-04-17 · 301 added, 177 removed, 204 unchanged (70% of the section changed)

11 unchanged sentences

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

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.

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

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

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

5 unchanged sentences

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) Technology and Software Development, (2) Wealth Management, and (3) Investment and Margin

Brokerage Business.

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

1 unchanged sentence

While the outbreak was initially concentrated in China, it spread to several other countries, including Russia and

Cyprus, and reported infections globally.

Cyprus, and infections were reported globally.

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

24 unchanged sentences

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

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

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired 51% of ADFP’s issued and outstanding shares of capital stock in exchange for 45,000,000

(the “Consideration”) newly issued “restricted” common shares.

The operating and licensed entity of ADFP is AD

Advisory Services Pty Ltd.

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

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

Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory

scrutiny and is regulated by multiple regulators in Australia.

The Australian Securities and Investments Commission (ASIC) administers

a licensing regime for financial services providers.

ADS holds an Australian Financial Services License (AFSL) and meets various compliance,

conduct, and disclosure obligations.

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.

Management Revenue & Gross Margins:

Fiscal year ended

December 31, 2022

Fiscal year ended

December 31, 2021*

Cost of sales, $

Gross Profit (loss), $

Includes prorate revenue from December 22, 2021, to December 31, 2021.

& Software Development – Condor Trading Technology

& Software Development Business

Company has three sources of revenue.

Solutions – The Company licenses its proprietary and sometimes resells third-party

technologies to customers.

Our proprietary technology includes but is not limited to Condor

Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine,

Crypto Web Trader Platform, and other cryptocurrency-related solutions.

Solutions – The Company licenses its proprietary and sometimes resells third-party technologies to customers.

Our proprietary

technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform,

and other digital assets-related solutions.

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”), and FX/OTC liquidity solutions.

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

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

financial products.

1 unchanged sentence

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

Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform.

The Company continuously negotiates additional

licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading

Platform is available in desktop, web, and mobile versions.

the fiscal year ending December 31, 2023, and 2022, the Company had seventeen (17) and ten (10) licensing agreements for its Condor Pro

Multi-Asset Trading Platform.

The Company continuously negotiates additional licensing agreements with several retail online brokers

to use the Condor Pro Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile

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.

1 unchanged sentence

stocks, ETFs, and other financial markets from their mobile phones.

The Company expects to commercialize the Condor Investing & Trading

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

The Company expects to commercialize the Condor Investing & Trading App by the end of the fourth quarter of

the fiscal year ending December 31, 2024.

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

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

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

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

The Company did not commercialize the NFT Marketplace in the fiscal

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

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

to Australia’s wealth management industry.

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

December 31, 2023.

The Company does not expect to commercialize the Robo Advice Platform.

& Software Development Revenue & Gross Margins:

Profit (loss), $

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

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Cost of sales, $

Gross Profit (loss), $

Gross Margins

Management Business

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

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired a controlling interest of fifty-one percent (51.00%) of ADFP’s issued and outstanding shares

of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares.

operating and licensed entity of ADFP is AD Advisory Services Pty Ltd.

ADFP owns one hundred percent (100.00%) equity

interest in ADS.

As a result, the Company owns 51.00% 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 28 financial advisors and $530+ million in

funds under advice.

ADS provides licensing solutions for financial advisers and accountants in Australia and offers financial planners

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

Management Revenue & Gross Margins:

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Cost of sales, $

Gross Profit (loss), $

Gross Margins

and Margin Brokerage Business (Europe and UK)

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).

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

The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the

change of ownership.

The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28,

2023 but no later than June 30, 2023.

NSFX 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.

Brokerage – CIM Securities, LLC

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.

Alchemy Markets Ltd.

(“AML”), formerly known as NSFX Ltd (“NSFX”).

AML is an investment 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 AML.

The Company amended

the Agreement to October 15, 2024, to comply with the BVI Companies Act requirement for the change of ownership.

The Company closed the

acquisition as of June 30, 2023, and consolidated the fair value of AML’s assets and liabilities from June 30, 2023.

Company completed the acquisition of the remaining 49.90% of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy

BVI), formerly known as New Star and its subsidiary AML on November 30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings

(APHL), through an exchange for 833,621 Series B preferred convertible stocks (“Series B Preferred Stock”) valued at

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.

AML trading platform services in the English, French,

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

in real-time.

AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,

Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway,

Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.

Company”) completed the acquisition of 100.00% of the issued and outstanding shares of Alchemy Prime Limited (“APL”)

on November 30, 2023 (“Acquisition Date”) from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $1,362,594.

APL is an investment firm regulated by the Financial Conduct Authority

It provides investment advice, acts as agent and principal, safeguards and administers assets in forex, equity, commodities,

spread bets, and other financial assets, and is authorized to do business in several countries, including England, Scotland, Wales, and

Northern Ireland.

Kundnani (“Kundnani”) is the (sole) natural person holding one hundred percent (100%) shareholding in the APHL.

(“Control Person”) is also a controlling shareholder in the Company.

Trading Revenue & Gross Margins*:

Fiscal year ended

December 31, 2022

Cost of sales, $

Gross Profit (loss), $

Gross Margins

The Company consolidated AML’s revenues from July 1, 2023, to December 31, 2023.

The Company has consolidated APL’s revenue

from December 1, 2023, to December 31, 2023.

Acquisition Termination

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

a change of ownership in the CMA application.

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

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

Financial Summary

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

The Company generated $8,695,165 in revenues from January

21, 2016 (inception) to December 31, 2022.

For the fiscal year ending December 31, 2022, and 2021, the Company generated $6,453,732 and

$457,661 in revenues, an increase of over 1,310%.

At December 31, 2022, the Company had a cash balance of $264,829 and an accumulated

deficit of $4,335,053.

The Company has prepared consolidated financial statements on a going concern

basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course.

The Company generated $21,617,200 in revenues from January 21, 2016 (inception) to December 31, 2023.

For the fiscal year ending December

31, 2023, and 2022, the Company generated $12,754,900 and $6,453,732 in revenues, an increase of over 101.81%.

At December 31, 2023, the

Company had a cash balance of $31,316,461 and an accumulated deficit of $2,643,647.

Condition at December 31, 2023

On December 31, 2023, the accumulated deficit, cash balance, and working

capital deficit were $2,643,647, $31,316,461, and $11,260,603, respectively.

November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million.

The Company has issued the Series

A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 Common stock of the Company for $5.5 million.

Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of April 2024.

though we believe that our cash balance is sufficient to fund our operations and growth, the Company plans to raise additional capital

as disclosed in Subsequent Events.

The Company intends to continue its efforts to enhance its revenue from its diversified portfolio

of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing.

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

Condition at December 31, 2022

December 31, 2022, the accumulated deficit, cash balance, and working capital deficit were $4,216,823, $264,829, and $345,269, respectively.

17 unchanged sentences

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

Condition at December 31, 2021

December 31, 2021, the accumulated deficit, cash balance, and working capital deficit were $3,230,679, $93,546, and $199,132, respectively.

December 31, 2021, the Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for issuing

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

Therefore, no current or non-current portion of

convertible notes payable and accrued interest existed.

Company executed two “Purchase Notice Rights” under an Investment Agreement with White Lion and received a net of $23,551

after deducting financing costs associated with the Investment Agreement for the fiscal year ending December 31, 2021.

The Company also

received a net amount of $81,000 from the related parties to fund its operations.

Our cash balance is $93,546 as of December 31, 2021.

The Company did not receive additional funding from U.S.

Small Business Administration (SBA) or Cares Act Paycheck Protection Program

during the fiscal year ending December 31, 2021.

We do not believe our cash balance is sufficient to fund our operations.

Company intends to continue its efforts to enhance its revenue from its acquisition strategy and diversified portfolio of technological

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

As the Company increases

its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2021.

OF OPERATIONS

the fiscal year ending December 31, 2023, compared to the fiscal year ending December 31, 2022

the fiscal year ending December 31, 2022, and 2021, the Company had ten (10) and eight (8) active customers.

Revenues generated from

the top three (3) customers represented approximately 81.01% and 52.98% of total revenue for the fiscal year ending December 31, 2022,

and 2021, respectively.

The revenues generated for the fiscal year ending December 31, 2022, and 2021 were $6,453,732 and $457,661, respectively.

During the fiscal year ending December 31, 2022, and 2021, the Company incurred a net profit and a net loss of $1,104,374 and $1,736,695.

The revenues generated for the fiscal year ending December 31, 2023, and

2022 were $12,754,900 and $6,453,732, respectively.

The increase in revenue was mainly due to the consolidation of AML’s trading

revenue as of June 30, 2023.

During the fiscal year ending December 31, 2023, and 2022, the Company incurred a net profit and a net loss

of $1,573,176 and $1,069,267.

The increase in net profit was mainly due to margin brokerage business’ net profit from July 1, 2023,

to December 31, 2023.

total revenue breakdown for the fiscal year ending December 31, 2023, and 2022 is below:

Management, $

& Software Development, $

Management, %

& Software Development, %

the fiscal years ended December 31, 2022, and 2021, the Company incurred General and administrative costs (“G and A”) of

$1,679,121 and $1,127,503, respectively.

The increase in G and A costs for the fiscal year ending December 31, 2021, was mainly due to

higher professional & consulting fees related to common stock issued for services.

The G and A expenses were 26.02% and 246.36% of

the fiscal revenue for the fiscal year ending December 31, 2022, and 2021.

Amortization expenses were $159,051 and $274,462 for the fiscal

year ending December 31, 2022, and 2021 respectively, and the Company has included them in the Cost of sales expense.

The decrease in

amortization expense for the fiscal year ending December 2022 is due to the complete amortization of Condor Back Office, Condor Crypto

Trading Platform, and Condor FX Trading Platform (Desktop).

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Technology & Software Development

Wealth Management

Trading Revenue

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Technology & Software Development

Wealth Management

Trading Revenue

During the fiscal years ended December 31, 2023, and 2022, the Company

incurred General and administrative costs (“G and A”) of $2,943,913 and $1,623,031, respectively.

The increase in G and A

costs for the fiscal year ending December 31, 2023, was mainly due to the inclusion of G and A of AML and APL, effective June 30, 2023,

and November 30, 2023, respectively.

The G and A expenses were 23.08% and 25.15% of the fiscal revenue for the fiscal year ending December

31, 2023, and 2022.

Amortization expenses were $22,503 and $159,051 for the fiscal year ending December 31, 2023, and 2022, respectively,

and the Company has included them in the Cost of sales expense.

The decrease in amortization expense for the fiscal year ending December

2023 is due to the complete amortization of Condor Back Office, Condor Digital Assets Platform, and Condor FX Trading Platform (Desktop).

The depreciation expenses for furniture and computers for the year ended December 31, 2023, and 2022, were $213,910 and $3,894.

The Company incurred $1,512,790 and $382,864 in sales, marketing, and advertising

costs (“sales and marketing”) for the fiscal year ending December 31, 2023, and 2022, respectively.

The sales and marketing

costs increased in fiscal 2023 due to an increase in sales and marketing expenses related to margin brokerage business.

During fiscal

2022, the sales and marketing costs mainly included stock-based payment to marketing and branding consultants, travel costs for tradeshows,

customer meetings, online marketing on industry websites, press releases, and public relations activities.

The sales, marketing, and advertising

expenses represented 11.86% and 5.93% of the sales for the fiscal year ending December 31, 2023, and 2022, respectively.

rental expenses were $47,768 and $25,438 for the fiscal year ending December 31, 2023, and 2022.

2 unchanged sentences

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

$1,750, which is 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 $382,864 and $648,833 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

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

Irvine Lease, California, USA (Headquarter)

Effective October 29, 2019, to the present, the Company leased office space

at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

As per the Commitment Term of the lease (“Agreement”), this Agreement

shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”).

The Commitment

Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering

to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate

this Agreement (“Termination Effective Month”).

The Company is entitled to use the office and conference space if needed.

The new rent payment or membership fee for the Irvine Office is $95 per month compared to the previous rent payment or membership fee

for the New York Office of $890 per month as the General and administrative expenses.

Cyprus Lease (Europe Office)

February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

monthly rent payment is $1,750, which is included in the general and administrative expenses.

From July 2023 to the present, the Company

leased a bigger office space in Limassol District, Cyprus, from an unrelated party for a year.

The office’s monthly rent payment

is approximately $3,500, which is included in the general and administrative expenses.

From July 2023 to the present, the Company leased

office space for its CEO.

The office’s monthly rent payment is $3,500, which is included in the general and administrative expenses.

The down payment for the lease was approximately $6,300.

The lease is for one year and renewable two months before the term in June 2025.

Cyprus Lease, Europe (Ecastica)

October 2023 to January 2024, the Company leased office space in the Limassol District, Cyprus, for a specific purpose.

This space was

intended for our subsidiary, Alchemytech Ltd, to be established in Cyprus in March 2024.

The monthly rent payment for this office was

approximately $1,000, and the down payment for the lease was approximately $6,300.

These expenses were included in the general and administrative

Russia (Terminated)

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

The Company uses the office for sales and marketing

in Europe and Asia.

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for

an eleven (11) month term.

The office’s rent payment is $500 per month, and the Company has included it in the General and administrative

From March 2020, this agreement continues on a month-to-month basis until the Company, or the lessor chooses to terminate by

the agreement’s terms by giving thirty (30) days’ notice.

The Company uses the office for software development and technical

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

In April 2023, we relocated

our personnel to Kazakhstan.

Assets and Lease Liabilities

Company has entered into operating lease agreements for its facilities and equipment.

The right-of-use asset (ROU) is measured at the

present value of the lease payments over the lease term, adjusted for lease incentives, initial direct costs, and any lease payments

made at or before the commencement date.

As of December 31, 2023, the ROU:

Lease liabilities are measured at the present value

of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%) at the lease commencement date.

The Operating Lease Liability was estimated to be $36,419 current and $3,264 noncurrent.

The lease expense for the fiscal year ended

December 31, 2023, consists of an operating lease expense of $42,390.

The Company has included all rental expenses in the General and

Administrative costs.

Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the

lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain

not to be exercised.

discount rate of 10.00% used to measure the lease liabilities was determined based on the Company’s incremental borrowing rate,

as the rate implicit in the lease is not readily determinable.

Company incurred $1,512,790 and $382,864 in sales, marketing, and advertising costs (“sales and marketing”) for the

fiscal year ending December 31, 2023, and 2022, respectively.

The sales and marketing costs increased in fiscal 2023 due to an increase in sales and marketing expenses related to margin brokerage business.

During fiscal

2022, the sales and marketing costs mainly included stock-based payment to marketing and branding consultants, travel costs for

tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities.

marketing, and advertising expenses represented 11.86% and 5.93% of the sales for the fiscal year ending December 31, 2023, and

2022, respectively.

the fiscal year ending December 31, 2023, and 2022, the Company had seventeen (17) and ten (10) active technology and software development

Revenues generated from the top three (3) customers represented approximately 11.58% and 7.83% of total revenue for the fiscal

year ending December 31, 2023, and 2022, respectively.

The sales and marketing costs increase due to increased stock-based compensation

to certain marketing and branding consultants.

The sales and marketing costs mainly included stock-based payment to marketing and branding

consultants, travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations

The sales, marketing, and advertising expenses represented 5.93% and 141.77% of the sales for the fiscal year ending December

31, 2022, and 2021, respectively.

AND CAPITAL RESOURCES

3 unchanged sentences

The increase in the working capital surplus was mainly due to

the acquisition of NSFX, resulting in the increase of current assets over current liabilities as of December 31, 2022.

the acquisition of AML and APL, resulting in the increase of current assets over current liabilities as of December 31, 2023.

generate a substantial portion of our operating income outside the United States, and this income is deemed to be indefinitely reinvested

in foreign jurisdictions.

Consequently, as outlined under “Cash and Cash Equivalent,” the majority of our cash and short-term

investments are held by our foreign subsidiaries.

At present, we do not intend to repatriate these funds and do not foresee a need to

anticipate that our existing domestic cash, short-term investments, and cash flows from operations will be sufficient to fund our domestic

operating activities and fulfill our cash commitments for investing and financing activities, such as regular quarterly dividends, debt

repayments, and capital expenditures, for at least the next 12 months and for the foreseeable future.

we require additional capital in the United States beyond what our domestic operations generate—for instance, to fund significant

discretionary activities such as business acquisitions or share repurchases—we could choose to repatriate future earnings from

foreign jurisdictions or raise capital within the United States through debt or equity issuances.

These alternatives may result in higher

effective tax rates, increased interest expenses, or dilution of our earnings.

We have previously borrowed funds domestically and believe

that we can continue to do so at reasonable interest rates.

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

and existing technology support to serve our customers.

We expect capital expenditures to increase to $500,000 in the next twelve (12)

We expect capital expenditure to increase to $500,000 in the next twelve (12)

months to support the growth, including working capital, software development, sales & marketing, and purchasing computers and servers.

11 unchanged sentences

The Company intends to continue growing its operations and raising funds through private equity and debt financing.

Seed Funding in 2016

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

4 unchanged sentences

The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019.

The Notes were convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances.

The Notes were initially convertible into common stock at $0.10 per share but may be discounted under certain circumstances.

will the conversion price be less than $0.05 per share with a maximum of 20,000,000 shares.

Public in 2019

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

The Company closed its offering effective February 26, 2019.

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.

and SBA Funding in 2020

May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($50,632) from the Promissory Note (“PPP

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The Broker-Dealer agreed to return the 1,750,000 shares of the Company’s common stock.

of FRH Debt and Equity Line of Credit (Investment Agreement) in 2021

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.

September 27, 2021, the Company engaged EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton”).

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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 five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $38,824 after deducting financing costs associated with the Investment Agreement.

Agreement, Promissory Note, Related Party Investments in 2022

January 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $33,596 after deducting financing costs associated with the Investment Agreement.

From October 2021 to February

2022, the Company received $72,420 from the Investment Agreement.

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

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The Company did not raise any funds.

Company executed five “Purchase Notice Rights” under an Investment Agreement with White Lion and received a net of $72,420

after deducting financing costs associated with the Investment Agreement for the nine months ended September 30, 2022.

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

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000 to Kundnani, considered a related

Party Investments and Acquisitions in 2023

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the

AJB Note valued at $60,525.

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related

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.

November 30, 2023, Kundnani, considered a related party, purchased 2,500,000 Series A Preferred stock of the Company for $2.5 million.

The Company has issued the Series A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 Common stock of

the Company for $5.5 million.

The Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of

CONCERN CONSIDERATION

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Our independent auditors included an explanatory paragraph in their report on

the audited financial statements for the fiscal year ending December 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 lead 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.

the audited financial statements for the fiscal year ending December 31, 2023, and 2022 regarding concerns about our ability to continue

as a going concern.

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

by our independent auditors.

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

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

a going concern.

Accounting Policies and Significant Judgments and Estimates

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which we have prepared following the U.S.

generally accepted accounting principles.

In preparing our financial statements, we are required

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

Generally Accepted Accounting Principles (GAAP).

In preparing our financial statements, we

are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting

Our actual results could differ from these estimates, and such differences could be material.

have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year

ending December 31, 2020, filed with the SEC on March 3, 2021.

We evaluate our critical accounting estimates and judgments required by

our policies on an ongoing basis and update them as appropriate based on changing conditions.

have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K/A for the fiscal year

ending December 31, 2022, filed with the SEC on May 5, 2023.

We continuously evaluate our critical accounting estimates and judgments

required by our policies and update them as appropriate based on changing conditions.

Act Accounting Election

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significant accounting policies in more detail in Note 2 of our annual financial statements included in our 10-K for the fiscal year

ending December 31, 2020, filed with the SEC on March 3, 2021.

ending December 31, 2022, filed with the SEC on May 5, 2023.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

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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-K

Item 7. Management’s Discussion and Analysis