What changed in this filing

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Item 9A. Controls and Procedures

2024-10-15 compared with 2023-04-17 · 1166 added, 573 removed, 1324 unchanged (57% of the section changed)

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of Disclosure Controls and Procedures

evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision

and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in

Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.

Based on that evaluation, our Principal Executive Officer and Principal

Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2021, were not effective in ensuring that

information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed,

summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms.

The term “disclosure

controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means

controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the

reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the periods specified

in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives.

Management necessarily applies its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

Notwithstanding the identified material weaknesses, management believes the financial

statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results

of operations, and cash flows at and for the periods presented following U.S.

the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,

the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Certifying Officers or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Controls over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-

15(f) under the Securities Exchange Act, as amended.

Management, with the participation of the Chief Executive Officer, evaluated the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, management

used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –

Integrated Framework (2013 Framework).

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors, and

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may

become inadequate because of changes in conditions or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting on December 31, 2023.

Based on our assessments,

management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to the

material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel

and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying

third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the

requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the

internal controls and financial reporting process.

Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months ended December 31, 2022, and 2021, that

has materially affected or is reasonably likely to affect, our internal control over financial reporting materially.

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ended December 31, 2023, that has materially

affected or is reasonably likely to affect, our internal control over financial reporting materially.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Mitch Eaglstein

President/CEO/Director

CFO/Secretary/Director

Jonathan Baumgart

serve until the next annual meeting;

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Officers are appointed to serve for one year until the

board of directors meeting following the stockholders’ annual meeting until the Directors’ successors have been elected

and qualified.

board of directors meets, following the stockholders’ annual meeting, and the directors’ successors are elected and qualified.

Eaglstein, Co-Founder, President, CEO, and Director

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June 2014 to February 2016, Mr.

Eaglstein, a managing member of MMI Advisors LLC, worked as the Director, Business Development at Fortress

Capital Investments, UAE (“Fortress”).

He led Fortress to $20 million in trading revenue within one year from the start-up

Under his leadership, Fortress achieved over $70 billion in monthly trading volume within one (1) year and reached the top twenty

(20) forex brokers by volume.

Eaglstein assembled and led a global team with offices in the Middle East, North America, Russia, and

Asia to achieve positive cash flow results within two (2) months of product launch.

Eaglstein worked as the Managing Member of MMI Advisors, LLC (MMI), which provided business development

services to Fortress Prime, UAE (“Fortress”).

MMI assisted Fortress with $20 million in trading revenue within one year from

the start-up date.

During the engagement, MMI helped Fortress achieve over $70 billion in monthly trading volume within one (1) year

and reached the top twenty (20) forex brokers by volume.

Eaglstein assembled and led a global team with offices in the Middle East,

North America, Russia, and Asia to achieve positive cash flow results within two (2) months of product launch.

June 2011 to May 2014, Mr.

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He successfully provided white label and

software development solutions to FXCM and on behalf of FXCM, one of the largest forex broker-dealers in the world.

From January 2007

to March 2011, he served as the Chief Operating Officer and Chief Information Officer for Avalon Capital Holdings Corporation.

software development solutions to FXCM, one of the largest forex broker-dealers in the world, on behalf of FXCM.

From January 2007 to

March 2011, he served as the Chief Operating Officer and Chief Information Officer for Avalon Capital Holdings Corporation.

He developed,

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He led several cross-functional

teams to manage commissioning activities, plant operations, and other technical projects for Ammonia Plant.

From October 1997 to July

Firoz worked as a Senior Process Engineer with Saudi Methanol Company, a Saudi Basic Industries Corporation (SABIC) subsidiary.

teams to manage the Ammonia Plant’s commissioning activities, plant operations, and other technical projects.

From October 1997

to July 1999, Mr.

Firoz worked as a Senior Process Engineer with Saudi Methanol Company, a Saudi Basic Industries Corporation (SABIC)

He was responsible for technical services and improving plant safety management.

Firoz received his MBA in April 2001 from the Richard

Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated in July 1993 with a Bachelor of Engineering (Chemical)

from Aligarh University, India.

Firoz has been a Certified Financial Risk Manager from the Global Association of Risk Professionals

(GARP), New Jersey, since January 2003.

Firoz received his MBA in April 2001

from the Richard Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated in July 1993 with a Bachelor of

Engineering (Chemical) from Aligarh University, India.

Firoz has been a Certified Financial Risk Manager from the Global Association

of Risk Professionals (GARP), New Jersey, since January 2003.

Platt, Chief Technology Officer

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all business intelligence efforts, identified and automated manual operations, and facilitated new business initiatives in this role.

Platt organized the operational elements of CMS Forex’s sale to Gain Capital and revamped it to utilize existing

resources as a profitable self-sufficient IB business.

Platt organized the operational elements of CMS Forex’s sale to Gain Capital and revamped it to utilize existing resources

as a profitable self-sufficient IB business.

Platt holds a degree in Information Systems from Yeshiva University.

computer science training from New York University and Oracle DBA training from Farleigh Dickenson University.

He has computer

science training from New York University and Oracle DBA training from Farleigh Dickenson University.

Baumgart, Director

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In February 2015, Mr.

Baumgart co-founded Money Matter, a boutique financial investments

Baumgart co-founded Money Matter, a boutique financial investment

services firm based in Krakow, Poland.

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Officers are appointed to serve for one year

until the board of directors’ meeting following the stockholders’ annual meeting until the Directors’ successors have

been elected and qualified.

until the board of directors’ meeting, followed by the stockholders’ annual meeting, and until the directors’ successors

have been elected and qualified.

of Independence

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are performed by our Board of Directors.

The Board of Directors has not established an audit committee and does not have an audit committee

The Board of Directors has not established an audit committee, does not have an audit committee

financial expert, nor has the Board of Directors established a nominating committee.

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director, person nominated to become a director, executive officer, promoter, or control person of our Company has, during the last ten

(i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor

(10) years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor

(ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of

the such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating

activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting

involvement in any business activity, or finding any violation to such law, nor (iii) any bankruptcy petition been filed by or against

the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two

(2) years prior thereto.

such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities

subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement

in any business activity, or finding any violation to such law, nor (iii) any bankruptcy petition been filed by or against the business

of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two (2) years prior

Communications with the Board of Directors

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provided to stockholders promptly.

Our board of directors will continue to monitor whether it would be appropriate to adopt such a process

Our board of directors will continue to monitor whether it would be relevant to adopt such a process

during the upcoming year.

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Principal Position

Eaglstein, CEO (1)

Firoz, CFO (2)

Platt, CTO (3)

Mitch Eaglstein, CEO (1)

Imran Firoz, CFO (2)

Brian Platt, CTO (3)

Appointed CEO, President, and Director on January 21, 2016.

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Appointed Chief Financial Officer, Secretary, and Director on January 21, 2016.

The Company issued 5,310,000 common stock on January

The Company issued 5,310,000 common stocks on January

21, 2016, and 400,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company.

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is paid every month at the beginning of the month.

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

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

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

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

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

to its CEO and CFO.

Eaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively.

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to its officers.

The Company intends to provide these incentives to meet specific sales criteria, reviewed quarterly and annually.

December 12, 2022, the Board of Directors issued 10,000,000 common stock valued at $83,000 each to Eaglstein and Firoz for services rendered

concerning the acquisition of NSFX Ltd and integration of AD Advisory Services Pty Ltd.

The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly and

December 12, 2022, the Board of Directors issued 10,000,000 common stocks valued at $83,000 each to Eaglstein and Firoz for services

rendered concerning the acquisition of AML Ltd and integration of AD Advisory Services Pty Ltd.

Option Grants

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Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

Company issued Jonathan Baumgart, non-executive director, 100,000 common stock valued at $21,000 in June 2021 upon his appointment to

Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to

The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021.

Company issued Gope S.

Kundnani, director, 5,000,000 common stock valued at $60,000 in September 2022 upon his appointment to the Board.

Kundnani, director, 5,000,000 common stocks valued at $60,000 in September 2022 upon his appointment to the Board.

The Company has not issued any other compensation to Kundnani as of December 31, 2023.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table lists, as of December 31, 2022, the number of shares of common and Series A Preferred Stock of our Company that are beneficially

owned by (i) each person or entity is known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

following table lists, as of December 31, 2023, the number of shares of common, Series A Preferred Stock, and Series B Preferred Stock

of our Company that are beneficially owned by (i) each person or entity is known to our Company to be the beneficial owner of more than

5% of the outstanding common stock;

(ii) each officer and director of our Company;

and (iii) all sole officer and director as a group.

Information relating to beneficial

ownership of the common stock by our principal shareholders and management is based upon each person’s information using “beneficial

ownership” concepts under the Securities and Exchange Commission rules.

Under these rules, a person is deemed to be a beneficial

owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,

or investment power, which consists of the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial

owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days.

Under the Securities and

Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed a

beneficial owner of securities as to which they may not have any beneficial financial interest.

Except as noted below, each person has

sole voting and investment power.

Information relating to beneficial ownership of the common stock by our principal shareholders and management is based upon each person’s

information using “beneficial ownership” concepts under the Securities and Exchange Commission rules.

Under these rules,

a person is deemed to be a beneficial owner of security if that person has or shares voting power, which includes the power to vote

or direct the voting of the security, or investment power, which consists of the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial ownership within sixty (60)

Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities,

and a person may be deemed a beneficial owner of securities as to which they may not have any beneficial financial interest.

noted below, each person has sole voting and investment power.

percentages below are calculated based on 388,584,729 shares of our common stock issued and outstanding for the fiscal year of December

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Officers and Directors as a group (4 persons)

percentages below are calculated based on 6,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

of December 31, 2023.

Name and Address (1)

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Series A Preferred

percentages below are calculated based on 1,800,000 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

of December 31, 2023.

Name and Address (1)

Number of Shares

Beneficially Owned

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (1 person)

Series B Preferred

the fiscal year ending December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell

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as the founders in consideration of services rendered to the Company.

Addresses for all officers and directors are 200 Spectrum Drive, Suite 300, Irvine, CA 92618.

Kundnani owns 35,000,000 common stock of the Company personally and through Alchemy Prime Limited.

Addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Kundnani owns 200,000,000 in the Company’s common stock personally and through Alchemy Prime Holdings Ltd.

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

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

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

Following the Agreement, FRH assigned the

Shares to FRH Group Corporation, 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.

Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for

As a result, 4,000,000 Series A Preferred Shares represent a 45.43% voting percentage on a fully diluted vote per share basis.

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

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, and 1,000,000 shares, respectively.

The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s

common stock.

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time

by the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders

As a result, 1,800,000 Series B Preferred Shares represent a 0.25% voting percentage on a fully diluted vote per share basis.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Eaglstein and Mr.

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

are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.

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

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.

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

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Kundnani is the director and owner of APL.

January 2023, the Company issued 115,000,000 common stock for a cash consideration of $550,000 to Kundnani, its director.

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

and 1,000,000 shares, respectively.

September 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100% of Alchemy Markets

DMCC (Alchemy UAE), 100% of APL, and 49.90% of AML.

The Company terminated the acquisition of Alchemy UAE in October 2023.

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from Alchemy Prime Holdings Ltd (APHL)

in exchange for 833,621 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred stock to APHL.

Kundnani, a related party, is the sole shareholder of APHL, a related party.

As a result, the Company now

owns one hundred percent (100.00%) of AML, an operating entity of Alchemy BVI.

November 30, 2023, the Company purchased one hundred percent (100.00%) of all the issued and outstanding shares of APL, an FCA-regulated

brokerage, from APHL in exchange for 966,379 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

has issued the Series B Preferred stock APHL.

Kundnani, a related party, is the sole shareholder of APHL.

a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million.

FDCTech has issued the Series A Preferred

stock to Kundnani.

a related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million.

FDCTech has issued the Common stock to Kundnani.

December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $20,000 as a related party advance for

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

ACCOUNTANT FEES AND SERVICES

Hass Hurley LLP (‘FHH’) was our registered independent public registered accounting firm until July 2021.

There have not

been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

In July 2021, the Company

appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm, effective immediately,

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

BFB has been conducting our quarterly reviews and

annual audit for the fiscal year ending on December 31, 2022.

July 2, 2024, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship with its independent registered

public accounting firm, Fortune CPA Inc., Orange, California (“Fortune”), effective as of July 2, 2024.Fortune was only retained

by the Company for less than a year, and no reports were filed with the SEC.

During the period of time that Fortune was the Company’s

auditor through July 2, 2024, there were no disagreements with Forutne on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Fortune, would have caused Fortune

to refer to the matter in its reports on the Company’s financial statements for such periods.

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”)

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of Public

Company Accounting Oversight Board (PCAOB) in the United States and member of Canadian Public Accountability Board (CPAB) in Canada.

July 2, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”)

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion.

not qualified or modified for uncertainty audit scope or accounting principles.

July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public

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

been the Company’s auditor since July 2021.

On April 18, 2023, the board of directors of FDCTech, Inc.

“Company”) terminated its relationship with its independent registered public accounting firm, BF Borgers CPA PC,

Lakewood, Colorado (“BF Borgers”), effective as of April 18, 2023.

The reports of BF Borgers on the Company’s

financial statements for the two years ended December 31, 2022, and 2021 did not contain an adverse opinion or disclaimer of

They were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for providing a

qualification for the Company’s ability to continue as a going concern.

During the year ended December 31, 2022, and in the

subsequent period through March 31, 2023, there were no disagreements with BF Borgers on any matter of accounting principles or

practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of BF Borgers,

would have caused BF Borgers to refer to the matter in its reports on the Company’s financial statements for such

April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton,

Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023.

On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting

firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.

Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC.

During the period that Bolko was

the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused

Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.

March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California

(“FCPA”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.

the fiscal year ending December 31, 2022, and 2021, the Company paid $1,000 and $34,250, respectively, to FHH.

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fiscal year ending December 31, 2022, includes $35,000 for auditing the financial statements of ADS for the period ending June 30, 2021,

fees include auditing our annual financial statements for 2022 and 2021 and reviewing Forms 10-Q, or services generally provided by the

the fiscal year ending December 31, 2023, the Company paid $64,800 to BF Borgers and $15,000 to Bolko.

fees include auditing our annual financial statements for 2023 and reviewing Forms 10-Q for 2023, or services generally provided by the

accountant concerning statutory and regulatory filings for the fiscal year.

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may also delegate pre-approval authority to one or more members.

Such member(s) must report any pre-approval to our Board of Directors

Such members must report any pre-approval to our Board of Directors

at the next meeting.

Audit-Related

incurred neither fees nor expenses for 2022 for professional services rendered by FHH and BFB for audit-related fees other than those

disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2021 for professional services rendered by FHH and BFB for tax compliance, tax advice, or tax

planning other than the fees disclosed above under the caption “Audit Fees.”

incurred no other fees or expenses for 2021 for any other products or professional services rendered by FHH and BFB other than as described

incurred neither fees nor expenses for 2023 for professional services rendered by FHH, BF Borgers, Bolko, or FCPA for audit-related fees

other than those disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2023 for professional services rendered by FHH, BF Borgers, Bolko, or FCPA for tax compliance,

tax advice, or tax planning other than the fees disclosed above under the caption “Audit Fees.”

incurred no other fees or expenses in 2023 for any other products or professional services rendered by FHH, BF Borgers, Bolko, or FCPA

other than as described above.

STATEMENT SCHEDULES.

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thereunto duly authorized.

April 17, 2023

October 15, 2024

Mitchell Eaglstein

1 unchanged sentence

Executive Officer)

April 17, 2023

October 15, 2024

Accounting Officer)

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Chief Executive Officer (Principal

April 17, 2023

Financial Officer (Principal Financial and

April 17, 2023

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

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Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the shareholders and the board of directors of FDCTech, Inc.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

FDCTECH, INC.

on the Financial Statements

have audited the accompanying consolidated balance sheets of FDCTech, Inc.

as of December 31, 2022 and 2021, the related statements of

operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to

as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit.

addition, the Company continues to experience negative cash flows from operations.

These factors raise substantial doubt about the Company's

have audited the accompanying consolidated balance sheets of FDCTECH, INC (the ‘Company’) as of December 31, 2023, and

2022, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash

flows for each of the two years ended December 31, 2023, and 2022, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash

flows for each of the two years ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in

the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company suffered an accumulated deficit of $(2,643,647).

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Management’s plans with regards to these matters are also described in Note 2 to the financial

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041)

have served as the Company’s auditor since 2021

April 17, 2023

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

Communication of critical audit matters does not alter in

any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing

separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Olayinka Oyebola

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

Lagos, Nigeria

We have served as the Company’s auditor since 2024.

October 10, 2024

BALANCE SHEETS

December 31, 2023

December 31, 2022

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $ 175,640 and $ 121,987 , respectively

Other current assets

Prepaid expenses – current

Subscription receivable

Loan receivable

OID promissory note

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Capitalized software, net

Acquired tangible assets

Investment through subsidiary

Accrued income

Acquired intangible assets

Other assets – non-current

Related party guarantee

Tax receivable

Fair value of trading positions for the firm, profit

Right of use (lease)

Fixed assets, net

Liabilities and Stockholders’ Deficit

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Line of credit

Payroll tax payable

Related-party advances

Accrued expenses, related party

Promissory note

Business acquisition loan

Cares act- paycheck protection program advance

Related party advances

Customer funds

Fair value of trading positions for the firm, loss

Operating lease liability, current

Other current liabilities

Total Current liabilities

Deferred tax liabilities

SBA loan – non-current

Cares act- paycheck protection program advance – non-current

Operating lease liability, non-current

Accrued interest – non-current

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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 December 31, 2022, and December 31, 2021

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 6,500,000 and 4,000,000 issued and outstanding, as of December 31, 2023, and December 31, 2022

Series B Preferred stock, par value $ 0.0001 , 3,500,000 shares authorized, 1,800,000 and 0 issued and outstanding, as of December 31, 2023 and December 31, 2022

Preferred stock, value

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

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Wealth management

Total revenue

Trading revenue

Cost of sales

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Wealth management

Trading revenue

Total cost of sales

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Operating loss

( 1,043,045 )

( 1,734,059 )

Other income (expense):

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Total other income (expense)

Income (loss) before provision for income taxes

( 1,104,374 )

Income (loss) before provision

for income taxes

( 1,071,109 )

Provision for income taxes

$ ( 1,104,374 )

$ ( 1,736,695 )

Net income attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

( 1,103,014 )

Net income (loss)

$ ( 1,071,109 )

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding basic and diluted

Weighted average number of common shares outstanding

basic and diluted

Other comprehensive income (loss):

in foreign currency translation

Total other comprehensive income (loss)

Total comprehensive income (loss)

Comprehensive income (loss) attributable to

noncontrolling interests

Comprehensive income (loss) attributable to

FDCTech stockholders

accompanying notes to the financial statements.

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Preferred stock

Total Stockholders’

December 31, 2020

$ ( 1,493,984 )

$ ( 1,038,044 )

December 31, 2021

Common shares issued for services valued at $ 0.27 per share

Common shares issued for FRH Group note conversion at $ 0.10 per share

Common shares issued for services valued at $ 0.20 per share

Common shares issued for services valued at $ 0.25 per share

Common shares issued for services valued at $ 0.21 per share

Common shares issued for services valued at $ 0.22 per share

Common shares issued for services valued at $ 0.18 per share

Common shares issued for cash valued at $ 0.10 per share

Common shares issued for financing cost valued at $ 0.12 per share

Common shares cancelled for services valued at $ 0.25 per share

( 1,750,000 )

Common shares issued for services valued at $ 0.11 per share

Common shares issued for cash valued at $ 0.10 per share

Common shares issued for cash valued at $ 0.07 per share

Common shares issued for acquisition valued at $ 0.03 per share

Common shares issued for services valued at $ 0.03 per share

( 1,736,695 )

Accumulated other comprehensive

income (loss)

Stockholders’ Deficit

Fiscal year ended December 31, 2022

Balance, December 31, 2021

$ ( 3,147,556 )

$ ( 3,230,679 )

Common shares issued for cash valued at $ 0.0625 per share

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( 1,069,267 )

Balance, December 31, 2022

$ ( 4,216,823 )

year ended December 31, 2023

December 31, 2022

$ ( 4,216,823 )

Common shares issued for financing cost at $ 0.0114 per share

Common shares issued for cash valued at $ 0.0048 per share

Common shares issued for services at $ 0.013 per share

Common shares issued for cash valued at $ 0.11 per share

Common shares issued for warrant settlement valued at $ 0.018 per share

Series A Preferred shares issued for cash valued at $ 1.00 per share

Series B Preferred shares issued for acquisition valued at $ 1.41 per share

Changes in APIC due to acquisition of APL & AML

( 1,582,325 )

Intercompany guarantee

Forex gain (loss) on consolidation

Balance, December 31, 2023

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STATEMENTS OF CASH FLOWS

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

Net income (loss)

$ ( 1,069,267 )

$ ( 1,736,695 )

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

Software depreciation and amortization

Software amortization

Common stock issued for services

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Subscription receivable

Acquired tangible assets

Acquired intangible assets

( 8,000,000 )

Fixed assets, net

Acquired intangible assets

Change in assets and liabilities:

Gross accounts receivable

OID Promissory Note

Loan receivable

Accounts payable

OID of the promissory note

Other current liabilities

Other current assets

Accrued interest

Increase in accrued payroll tax

Customer funds

Fair value of trading position, net

Operating lease

Deferred taxes

Related party guarantee

Tax receivable by subsidiaries

Accrued income

Right of use of assets (lease)

Accrued expenses, related party

Net cash used in operating activities

$ ( 516,046 )

$ ( 2,630,152 )

Investing Activities:

Capitalized software

Stock issued for acquisition

Effect of exchange rates

Business acquisition seller’s note

Changes in paid-in capital

( 1,582,325 )

Purchase price of acquisitions

Net cash used in investing activities

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Borrowing from (payments to) line of credit

Proceeds from promissory note

Net proceeds from SBA and PPP loan

Net proceeds from common stock

Promissory Note

Net proceeds from cares act - paycheck protection program

Net proceeds from SBA loan

Related party advances

Stock issued for financing

Common stock issued for cash

Series A for cash

Noncontrolling interest

Forex gain (loss) on consolidation

Net cash provided by financing activities

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Cash paid for interest

Non - cash investing and financing activities:

Common stock issued for financing & warrant settlement

Series B Preferred stock for acquisition

accompanying notes to the financial statements.

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

in the FX and cryptocurrency markets for OTC brokers.

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 and cryptocurrency businesses (“customers”).

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

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

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

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

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

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

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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.

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

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

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equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary

NSFX Ltd (“NSFX”).

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

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

to purchase the controlling interest in NSFX.

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

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

June 30, 2023.

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.

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.

To comply with the

BVI Companies Act requirement for the change of ownership, the company amended the agreement to June 30, 2023.

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

$ 1,175,406 .

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 .

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

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

of CIM Acquisition

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

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

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

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

Management – AD Advisory Services Pty Ltd.

Advisory Services Pty Ltd.

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

in funds under advice.

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

ADS offers financial planners

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

ADS’ revenues, cost of

sales, and gross profits for the fiscal year ending December 31, 2022, were $ 5,827,732 , $ 5,275,741 , and $ 551,991 , respectively.

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

a change of ownership in the CMA application.

The Company believes that this would cause further 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)

of GFNL Acquisition

August 24, 2021, the Company terminated the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders

of Genesis Financial, Inc., a Wyoming corporation (“Genesis” or “GFNL” or “Seller”).

As of the termination

date, the Company did not issue any Securities to the Seller.

The Company could not complete nor qualify the Agreement as Genesis could

not comply with several non-exhaustive material provisions, covenants, or conditions.

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

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

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

Warwick Kerridge as the Board of Directors.

The Company approved the termination upon the consent of the majority of the stockholders

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

The Company authorized the action according to Section

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

we have three primary business segments:

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

Brokerage Business.

& Software Development – Condor Trading Technology

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

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

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

Brokerage (“SYOPB”), and FX/OTC liquidity solutions.

Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform.

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

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

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

financial products.

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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.

Company has seventeen (17) 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.

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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.

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31,

2022, were $ 626,000 , $ 159,051 , and $ 466,949 , respectively.

of the Company

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

December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 %

equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating

subsidiary NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services

Authority (MFSA).

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.

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 %) equity interest in CIM Securities,

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

On September 30, 2022, the Company signed a definitive agreement pending

regulatory approval, paid a $ 20,000 non-refundable deposit, and transferred $ 180,000 to the escrow account to complete the transaction.

The Company filed the CMA form with FINRA in February 2023.

Once the Company receives approval from FINRA and pays the balance of $ 180,000 ,

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

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

consolidated revenues for Technology and Software Development for the fiscal year ending December 31, 2023, and 2022, were $ 1,811,423 ,

and $ 626,000 , respectively.

Management – AD Advisory Services Pty Ltd.

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.

consolidated revenues for the fiscal year ending December 31, 2023, and 2022 were $ 5,927,424 and $ 5,827,731 , respectively.

and Margin Brokerage Business (Europe and UK)

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.

is an investment firm regulated by the Financial Conduct Authority (‘FCA’) – it provides investment advice, dealing

as agent and principal, safeguarding and administrating assets in forex, equity, commodities, spread bets, and other financial assets.

APL is authorized countries to do business, including England, Scotland, Wales, and Northern Ireland.

consolidated revenues from Investment and Margin Brokerage Business for the fiscal year ending December 31, 2023, and 2022 were $ 5,016,053

and $ 0 , respectively.

of the FRH Group Note

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Hong also owned.

of Acquisition of Genesis Financial, Inc.

line with the new strategic direction, on June 2, 2021, the Company entered into a Stock Purchase Agreement (the “Genesis Agreement”)

with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“GFNL” or “Seller”).

According to the

Agreement, the Company plans to acquire 100 % of the issued and outstanding equity interests of GNFL, including its wholly-owned subsidiaries

and other variable interest entities, in consideration for 70,000,000 shares of the Company’s restricted common stock (the”

“Securities”) valued at thirty-five Million U.S.

Dollars ($ 35,000,000 ).

August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated

the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming

corporation (“Genesis” or “Seller”).

As of the termination date, the Company did not issue any Securities to

The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material

provisions, covenants, or conditions.

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

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

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

Warwick Kerridge as the Board of Directors.

The Company approved the termination upon the consent of the majority of the stockholders

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

The Company authorized the action according to Section

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

Line of Credit

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Equity Line of Credit

October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or

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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.

Company executed two “Purchase Notice Right” 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.

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.

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.

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

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.

Small Business Administration (SBA) or Cares Act Paycheck Protection

Program during the fiscal year ending December 31, 2021.

Promissory Note

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

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collectively known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

Party Investments in 2022 to 2023

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

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

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

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

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

is an investment firm regulated by the Malta Financial Services Authority (MFSA).

is an investment firm regulated by the Financial Conduct Authority (FCA).

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting

firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2022 and 2021.

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

BFB has been the Company’s

auditor since July 2021.

On April 18, 2023, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship

with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as

of April 18, 2023.

The reports of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022, and

2021 did not contain an adverse opinion or disclaimer of opinion.

They were not qualified or modified as to uncertainty, audit scope,

or accounting principles, except for providing a qualification for the Company’s ability to continue as a going concern.

the year ended December 31, 2022, and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on

any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved

to the satisfaction of BF Borgers, would have caused BF Borgers to refer to the matter in its reports on the Company’s financial

statements for such periods.

April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton,

Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023.

On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting

firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.

Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC.

During the period that Bolko was

the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused

Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.

March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California

(“FCPA”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.

On July 2, 2024, the Company, based on the decision of its board of directors,

approved the engagement of Olayinka Oyebola & Co (“Olayinka”) to serve as the Company’s independent registered public

accounting firm, commencing July 2, 2024.

Olayinka is a member of Public Company Accounting Oversight Board (PCAOB) in the United States

and member of Canadian Public Accountability Board (CPAB) in Canada.

of Company’s Securities to be Registered

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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Insurance Corporation (FDIC) limits as of December 31, 2022.

On December 31, 2022, and 2021, the Company had $ 264,829 and $ 93,546 cash

and cash equivalent held at the financial institution.

However, as of December 31, 2023, the majority of the cash balances was

held with non-FDIC financial institutions in Malta, UK, and other countries.

On December 31, 2023, and 2022, the Company had $ 31,316,461

and $ 264,829 cash and cash equivalent held at the financial institution.

2 – Summary of Significant Accounting Policies (continued)

Receivable primarily represents the amount due from ten (10) customers.

In some cases, the customer receivables are due immediately on

however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s

The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts.

regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and

economic conditions that may affect a customer’s ability to pay and expected default frequency rates.

Trade receivables are written

off at the point when they are considered uncollectible.

Receivable primarily represent the amount due from seventeen (17) technology customers.

In some cases, the customer receivables are

due immediately on demand;

however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days

after the invoice’s date.

The Company has based the allowance for doubtful accounts on its assessment of the collectability of

customer accounts.

The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable

balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates.

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

December 31, 2023, and 2022, the Management determined that the allowance for doubtful accounts was $ 175,640 and $ 121,987 , respectively.

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

Company incurred $ 382,864 and $ 648,833 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

year ending December 31, 2022, and 2021 respectively.

The sales and marketing cost mainly included travel costs for stock-based compensation

for marketing consultants, tradeshows, customer meet and greet, online marketing on industry websites, press releases, and public relations

The sales, marketing, and advertising expenses represented 5.93 % and 141.77 % of the fiscal year’s sales ended December

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

of the sales for the fiscal year ending December 31, 2023, and 2022, respectively.

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

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

Solutions and services 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

stand-alone selling price basis.

The Company determines the stand-alone selling price for each item at the transaction’s inception

involving these multiple elements.

Solutions and services 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 of revenue.

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

selling price basis.

The Company determines the stand-alone selling price for each item at the transaction’s inception involving

these multiple elements.

2 - Summary of Significant Accounting Policies (continued)

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over a product or delivering a service to a customer.

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

We measure revenue based on the considerations 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”), Start-Your-Own-Crypto

Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations.

related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity

solutions and lead generations.

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

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of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine,

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

Digital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions.

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

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Licensing agreements

do not provide customers the right to take possession of the software.

do not provide customers with the right to take possession of the software.

The Company charges the customers a set-up fee for installing

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

For example, if the Company enters into a contract with a customer

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

For example, if the Company enters a contract with a customer

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

based on the initial one-year period.

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non-refundable upfront payment amounts.

Note 2 - Summary of Significant Accounting Policies (continued)

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

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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 has 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 ending December 31, 2017.

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

for the fiscal year ending 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

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

Under the Second Amendment, the Company received $ 80,000 as the second part sold source code in four equal installments of

$ 20,000 each.

The Company 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 a recurring monthly

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

infrastructure.

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

for cause, bankruptcy, and other default clauses.

The Company completes and satisfies its performance obligation upon accomplishing all

support and maintenance activities every month.

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

delivered, and accepted for the prior month.

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

Services is non-refundable.

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

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The Company recognizes the revenue at the end of each month, equal to the invoice amount.

Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue

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

is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia.

2 - Summary of Significant Accounting Policies (continued)

606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries,

and capital markets.

The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange

for the consideration to which the entity expects to be entitled.

ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services,

insurance product commissions, and other financial planning activities.

Contracts may be written, oral, or implied by customary business

practices and are identified when both parties approve the agreement;

each party can identify rights regarding the goods or services

to be transferred, establish payment terms, the contract has commercial substance, and collection of payment is probable.

performance obligation is a promise in a contract to transfer a distinct good or service to the Customer.

For ADS, performance obligations

ongoing financial advisory services,

statements of advice,

portfolio rebalancing,

● Facilitating

the purchase of insurance products, and

other specialized financial and estate planning services.

evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or

with other resources readily available to the Customer and if the promise to transfer the service is separately identifiable from other

promises in the contract.

transaction price is the amount of consideration ADS expects to be entitled to in exchange for transferring the promised goods or services

to the Customer.

These services include fixed fees, commissions from insurance products, and variable consideration for performance-based

ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude

of a revenue reversal.

a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on

its standalone selling price.

When standalone selling prices are not directly observable, ADS estimates them using methods that may include

cost-plus margin, market assessment, or residual approach, considering the Customer’s perceived value of each service.

recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred

to the Customer.

For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services.

that are performed at a specific point in time, revenue is recognized when the service is completed.

The pattern of revenue recognition

is determined based on when the Customer obtains control of the promised good or service, which for advisory services is typically throughout

the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point

in time when the transaction is executed, or the service is rendered.

If we receive payments before services, we defer and recognize

them as revenue when satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory accounts

for which we are the licensed investment advisor.

We bill advisory fees weekly.

2 - Summary of Significant Accounting Policies (continued)

and Margin Brokerage Business

Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over

the counter (“OTC”) and exchange-traded markets for European markets.

Malta Financial Services Authority (MFSA)

regulates Alchemy Malta with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,

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

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

Financial Conduct Authority (FCA) regulates Alchemy UK with authorized

countries such as England, Scotland, Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

retail and institutional (“clients” or “customers”).

Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse

range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”)

on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options.

The FCA defines a retail customer as a client who is not a professional or eligible counterparty.

A professional client is an entity

that must be authorized or regulated to operate in the financial markets.

According to the MFSA, a retail client is a client who is not

a professional client or an eligible counterparty.

A professional client has the knowledge, experience, and expertise to assess the risks

and make investment decisions.

recognize Trading Revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers.

The Company primarily generates revenue through market-making and trading execution services for its clients, known as Trading Revenues.

The Trading revenue is the Company’s largest source of revenue.

Trading revenue comprises trading revenue from the retail OTC business

and advisory business.

OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in

markets that do not prohibit such transactions), as well as other financial products.

realize gains or losses when we liquidate customer transactions.

We revalue unrealized gains or losses on trading positions at prevailing

market rates at the date of the balance sheet.

We include them in Receivables from brokers, Payables to customers, and Payables to brokers

on the Consolidated Balance Sheets.

We record changes in net unrealized gains or losses in Trading Revenue on the Consolidated Statements

of Operations and Comprehensive (Loss)/Income.

We record Trading Revenue on a trade date basis.

also generate business through an agency model by earning commissions and spreads for executing customer trades.

We book these revenues

on a trade-date basis.

The Company acts as an agent concerning clearing trades but is a principal on fees paid to introducing brokers.

The Company does not assume any market-making risk concerning customer trades in this business.

interest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as

funds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers.

record interest revenue and interest expense when earned and incurred, respectively.

Concentrations

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The Company maintains its cash balances at a single financial institution.

The balances do not exceed Federal Deposit

Insurance Corporation (FDIC) limits as of December 31, 2021.

On December 31, 2022, and 2021, the Company had $ 264,829 and $ 93,546 cash

and cash equivalent held at the financial institution.

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.

December 31, 2022, and 2021, the company’s top four (4) customers comprise roughly 89.85 % and 100.00 % of total A/R, respectively.

The loss of any of the top four (4) customers would significantly impact the Company’s operations.

The Company maintains its cash balances

at a single financial institution.

The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31,

However, as of December 31, 2023, the majority of the cash balances was held with non-FDIC financial institutions in Malta, UK,

and other countries.

On December 31, 2023, and 2022, the Company had $ 31,316,461 and $ 264,829 cash and cash equivalent held at the financial

the fiscal year ending December 31, 2023, and 2022, the Company generated $ 12,754,900

and $ 6,453,731 in revenues, an increase of over 101.81 %

from previous year.

The revenues mostly comprised of three primary business segments:

(1) Technology and Software Development, (2)

Wealth Management, and (3) Investment and Margin Brokerage Business.

2 - Summary of Significant Accounting Policies (continued)

December 31, 2023, and 2022, the company’s top three (3) customers comprise roughly 98.79 %

of total A/R, respectively.

The loss of any of the top three (3) customers would significantly impact the Company’s

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 Alchemy Prime Holdings Ltd.

(“Seller” or “APHL”), through an exchange

for 966,379 Series B preferred convertible stocks valued at $ 1,362,594 .

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

BVI) and its subsidiary Alchemy Markets Ltd (AML) on November 30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings

Ltd., through an exchange for 833,621 Series B preferred convertible stocks valued at $ 1,175,406 .

Company estimated the total purchase price for the Acquisition(s) or Transaction(s) to be $ 2,538,000 .

The Seller is a UK entity, with

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

Kundnani is also a controlling shareholder in the Company, a related party.

the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML

there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100 % of the equity of APL and 49.90 % of AML

are related party transactions, we valued the exchange of 1,800,000 shares of Series B Preferred convertible stock based on audited net

financial assets (book value) of the targets.

net financial assets of 100 % APL were $ 1,362,594 , and 49.90 % of AML was $ 1,175,406 , with a total purchase price of $ 2,533,334 for 1,800,000

shares of Series B Preferred convertible stock or $ 1.41 per share.

Closing Acquisition Consideration Breakdown

B Preferred convertible stock Issued for Purchase of APL and AML

OF ACQUISITION CONSIDERATION BREAKDOWN

Financial Assets (Book Value)

(1) As of June 30,

2022, £1 = $ 1.2165 , Net Financial Assets based on June 30, 2022, audited financial statements

(2) As of November

30, 2022, €1 EUR = $ 1.042 , Net Financial Assets based on November 30, 2022, audited financial statements

ASC 805-50-15-6, based on the ownership of Kundnani and the management structure post-acquisition, we believe the following guidance

in the transactions between entities under common control subsections applies to combinations between entities or businesses under common

Seller (APHL or Kundnani) transfers its controlling interest in APL and AML to the Company

controlled by the Seller, directly or indirectly through his ownership as an individual or

through APHL.

This transaction is a legal organization change, but not the reporting entity.

The reporting entity remains the Company.

SEC staff’s conclusions expressed during the deliberations in EITF 02-5 that common control exists between (or among) separate

entities in the following situations:

An individual or enterprise holds more than 50% of the voting ownership interest of each entity.

A group of shareholders has more than 50% of the voting ownership interest of each entity, and contemporary written evidence of an agreement

to vote a majority of the entities’ shares in concert exists.

Kundnani meets these criteria.

have accounted for the Acquisition under the acquisition method of accounting per ASC 805, with the Company treated as the accounting

acquirer and Targets treated as the “acquired” Company for financial reporting purposes.

We determine the Company an accounting

acquirer based on the following facts:

(i) after the Acquisition(s), shareholders of the Company held the majority of the voting interest

of the combined Company;

(ii) the Board of Directors of the Company possess majority control of the Board of Directors of the combined

and (iii) members of the management of the Company are responsible for the management of the combined Company.

As such, we have

treated the financial statements of the Company as the historical financial statements of the combined Company.

The Company will present

consolidated or combined financial statements in place of financial statements of individual entities.

have identified the Company as the legal acquirer, as it is the entity that issued securities.

Comparatively, we have identified Targets

as the legal acquiree, the entity whose equity interests are acquired.

2 - Summary of Significant Accounting Policies (continued)

have recognized Targets ‘assets and liabilities as their carrying amounts in the combined financial statements of the controlling

party, the Company, immediately before the Acquisition.

This approach does not necessitate a fair value adjustment or a recognition of

goodwill that would typically follow a standard business combination.

Therefore, we have recorded assets and liabilities at book value.

transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $ 2,538,000 and is reflected

in the Company’s equity.

post-acquisition consolidation process eliminates any existing intercompany transactions or balances between the Company and Target(s).

Although the initial recognition does not adjust assets and liabilities to fair value, the Company evaluates intangible assets in Target’s

financial statements on December 31, 2023.

Purchase Price Allocation

AML’s Balance Sheet as of November 30, 2023 (Acquisition

OF PURCHASE PRICE ALLOCATION

Book Value, $

Cash and cash equivalents (1)

Financial Assets through profit and less (2)

Related party guarantee (3)

Accrued income

Tax receivable (4)

Capitalized software, net

Fixed assets (5)

Total assets:

Accounts Payable (6)

liability at fair value through profit and loss (7)

Current liabilities - Creditors (11)

Customer funds (8)

Deferred tax liabilities (9)

Total liabilities

Net assets, (A)

Accumulated other comprehensive income (loss), (B)

Purchase Price, 833,621 Series B Preferred Shares valued at $ 1.41 , (C)

Increase in APIC (A) – (B) – (C)

Purchase Price Allocation

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

Book Value, $

Cash and cash equivalents, including cash at liquidity provider (1)

Fixed assets (2)

Total assets:

Deferred Tax (9)

Current liabilities - Creditors (10)

Customer funds (8)

Related party advances

Total liabilities

Net assets (A)

Accumulated other comprehensive income (loss), (B)

Purchase Price, 966,379 Series B Preferred Shares valued at $ 1.41 , (C)

Increase in APIC (A) – (B) – (C)

$ ( 2,276,019 )

(1) We recognize cash

and cash equivalents held by AML and APL and deposits in bank accounts and liquidity providers that can be accessed on demand or within

(2) Financial assets at fair values for AML through profit and loss are derivative

contracts in favor of AML.

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

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

AML’s derivative financial instruments as level 2.

2 - Summary of Significant Accounting Policies (continued)

(3) Guarantee

provided by Alchemy BVI as a parent to AML for any shortfall in the net capital.

(4) Estimated overpaid

tax to Commissioner Tax Revenue, Malta.

(5) All property and equipment are initially recorded at historical cost and

included in our fixed assets, net in the consolidated balance sheet as of November 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.

(6) Trade and other payables comprise obligations to pay for goods or services

acquired from suppliers in the ordinary course of business.

Accounts payable are classified as current liabilities if payment is due within

one year or less (or in the normal operating cycle of the business if longer).

If not, they are presented as non-current liabilities.

(7) Financial liabilities at fair values for AML through profit and loss are

derivative contracts against AML.

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

We determine financial liabilities 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

AML’s derivative financial instruments as level 2.

(8) Customer net trading deposits funds placed with the Company by clients

intended to trade FX, securities, or other investment activities.

(9) We 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 November 30, 2023.

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.

(10) Short-term borrowings

are primarily composed of lines of credit and short-term loans from financial institutions.

and Development (R and D) Cost

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

expenditures.

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

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

For the fiscal

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Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment.

We test long-lived assets for

recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

An impairment charge

is recognized if and when the asset’s carrying value exceeds the fair value.

There are no impairment charges for the fiscal year

ending December 31, 2022, and 2021.

We test long-lived assets

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

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

impairment charges for the fiscal year ending December 31, 2023, and 2022.

2 - Summary of Significant Accounting Policies (continued)

for Income Taxes

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in the next twelve (12) months.

2 - Summary of Significant Accounting Policies (continued)

Development Costs

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technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine.

established the technical feasibility of the Crypto Web Trader Platform in February 2018.

The Company completed the technical feasibility

of the Condor Investing and Trading App in January 2021.

established the technical feasibility of the Digital Assets Web Trader Platform in February 2018.

The Company completed the technical

feasibility of the Condor Investing and Trading App in January 2021.

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

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

2 - Summary of Significant Accounting Policies (continued)

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

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Currency Translation and Re-measurement

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

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

Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters .” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate

component of accumulated other comprehensive income (“AOCI”) in Company’s stockholders’ equity and noncontrolling

Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the

functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense,

net”, in the year in which the change occurs.

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

respectively, into US$1.00 at the following exchange rates for the respective dates:

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exchange rate for the period:

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

The Company NSFX’s functional

currency is EUR, and its reporting currency is the US dollar.

Foreign currency exchange rate, translation

Company ADS’ functional currency

is AUD, and the reporting currency is the US dollar.

Company AML’s functional currency is the EUR, and its reporting currency is

the US dollar.

The Company APL’s functional currency is GBP, and its reporting currency is US dollars.

Company translates its records into USD as follows:

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

2 - Summary of Significant Accounting Policies (continued)

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

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

Basic earnings per share (“EPS”)

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

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

and dilutive common share equivalents outstanding.

As of December 31, 2022, and 2021, the Company had 158,048,019 and 86,063,490 weighted average basic and dilutive shares

issued and outstanding, respectively.

On December 31, 2020, the Company had 20,000,000 million

potentially dilutive shares related to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net

loss per share as the effects would have been anti-dilutive.

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 loss by the weighted average number of common shares and dilutive common share

equivalents outstanding.

As of December 31, 2023, and 2022, the Company had 329,492,915 and 158,048,019 weighted average basic and dilutive

shares issued and outstanding, respectively.

On December 31, 2020, the Company had 20,000,000 million potentially dilutive shares related

to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net loss per share as the effects would have

been anti-dilutive.

the period ended December 31, 2023, and 2022, common stock equivalents were anti-dilutive due to a net loss.

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in the computation.

2 - Summary of Significant Accounting Policies (continued)

Reclassifications

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discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.

2 - Summary of Significant Accounting Policies (continued)

February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing

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We will recognize an impairment charge for the difference if the

fair value is less than its carrying value.

fair value is less than the carrying value.

The Company did not record impairment for the fiscal year ending December 31, 2023.

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The amendments are effective for public companies for fiscal years beginning after December 15, 2021.

adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

adoption is permitted, but no earlier than the fiscal years beginning after December 15, 2020.

The guidance must be adopted as of the beginning

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and $ 345,269 , respectively.

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 increase in the working capital surplus was mainly due to the acquisition of AML and APL, resulting in

the increase of current assets over current liabilities as of December 31, 2022.

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 .

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As of December 31, 2023, the Company

had $ 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 December 31, 2022.

For the fiscal year ending

December 31, 2022, and 2021, the Company has earned increased revenues year-over-year and decreased operating expenses as a percentage

of total revenue.

As a result, the Company continues to experience limited cash flows from operations and the ongoing requirement for

substantial additional capital investment to develop its financial technologies.

The Management expects that it will need to raise significant

additional capital to accomplish its growth plan over the next twelve (12) months.

The Management expects to seek to obtain additional

funding through private equity or public markets.

However, there can be no assurance about the availability or terms such as financing

and capital might be available.

had $ 31,316,461

The Management believes that future cash flows may not be sufficient for the Company to meet its current obligations as they become

due in the ordinary course of business for twelve (12) months following December 31, 2023.

For the fiscal year ending December 31, 2023,

and 2022, the Company has earned increased revenues year-over-year and decreased operating expenses as a percentage of total revenue.

As a result, the Company continues to experience limited cash flows from operations and the ongoing requirement for substantial additional

capital investment to develop its financial technologies.

The Management expects that it will need to raise significant additional capital

to accomplish its growth plan over the next twelve (12) months.

The Management expects to seek additional funding through private

equity or public markets.

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

Company’s ability to continue as a going concern may depend on the Management’s plans discussed below.

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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 if the Company cannot continue as a going concern.

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

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The Company recognizes amortization expenses for capitalized software on a straight-line basis.

December 31, 2022, and 2021, the gross capitalized software asset was $ 1,586,989 and $ 1,317,158 , respectively.

December 31, 2023, and 2022, the gross capitalized software assets were $ 1,851,758 and $ 1,586,989 , respectively.

At the end of December

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asset’s lifespan of three (3) years.

Amortization Expense:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Fiscal year ended December 31, 2023

Fiscal year ended December 31, 2024

Fiscal year ended December 31, 2025

Fiscal year ended December 31, 2026

Fiscal year ended December 31, 2027

do not estimate any amortization expense in 2024 and beyond.

RELATED PARTY TRANSACTIONS

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At present, both companies have ceased to exist.

the fiscal year ending December 31, 2023, and 2022, FRH Prime has generated volume rebates of $ 0 and $ 1,861 from the Condor Risk Management

Back Office Platform.

The Company has included rebates in revenue in the consolidated income statements.

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

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Eaglstein and Mr.

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

are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.

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

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.

RELATED PARTY TRANSACTIONS (continued)

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

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Kundnani is the director and owner of APL.

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

January 2023, the Company issued 115,000,000 common stock for a cash consideration of $ 550,000 to Kundnani, its director.

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

and 1,000,000 shares, respectively.

September 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100 % of Alchemy Markets

DMCC (Alchemy UAE), 100 % of APL, and 49.90 % of AML.

The Company terminated the acquisition of Alchemy UAE in October 2023.

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from Alchemy Prime Holdings Ltd (APHL)

in exchange for 833,621 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred stock to APHL.

Kundnani, a related party, is the sole shareholder of APHL, a related party.

As a result, the Company now

owns one hundred percent ( 100.00 %) of AML, an operating entity of Alchemy BVI.

November 30, 2023, the Company purchased one hundred percent ( 100.00 %) of all the issued and outstanding shares of APL, an FCA-regulated

brokerage, from APHL in exchange for 966,379 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

has issued the Series B Preferred stock APHL.

Kundnani, a related party, is the sole shareholder of APHL.

a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $ 2.5 million.

FDCTech has issued the Series A Preferred

stock to Kundnani.

a related party, purchased 50,000,000 Common stock of FDCTech for $ 5.5 million.

FDCTech has issued the Common stock to Kundnani.

December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

LINE OF CREDIT

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The Company plans to apply for PPP Note forgiveness.

PPP Note outstanding balance is $ 40,139 .

PPP Note outstanding balance is $ 20,651 as of December 31, 2023.

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

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

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

As part of the AJB Note, the Company entered

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

The Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year

cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares, collectively known as the ‘Incentive Fee,’

are issued upon execution of the agreement.

As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US

$ 155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the

“Shares”) and 1,000,000 3 -year cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

The Company paid off the loan in February 2023.

December 27, 2023, the Company redeemed the Warrants on the following terms:

Company shall pay $ 100,000 to the Purchaser concurrently with its execution and delivery

letter agreement (this “Letter Agreement”);

Company shall pay $ 100,000 to the Purchaser on or before January 26, 2024 (the “Second Repayment”);

Company shall issue to the Purchaser 5,000,000 restricted shares of the Company’s Common Stock (the “Shares”) on January

2, 2024 (the “Share Issuance”).

Injury Disaster Loan (EIDL)

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Facility and Other Operating Leases

rental expense was $ 25,438 and $ 29,705 for the fiscal year ending December 31, 2022, and 2021, respectively.

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

As per the Commitment Term

of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term,

also known as “Renewal Term”).

Lease, California, USA (Headquarter)

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

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.”

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The Company is

entitled to use the office and conference space on a need basis.

The new rent payment or membership fee for Irvine Office is $ 95 per

month compared to the previous rent payment or membership fee for the New York Office of $ 890 per month as the General and administrative

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

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

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.

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

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

for our rental leases.

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

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

hundred percent (100%) of their time to the Company .

The Company has not formalized performance bonuses and other incentive

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

From September 2018 to September 30, 2020, the Company is

paying a monthly compensation of $ 5,000

per month to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

October 1, 2020, the Company expenses $ 12,000

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 .

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

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

percent (100%) of their time to the Company.

The Company has not formalized performance bonuses and other incentive plans.

Each executive

is paid every month at the beginning of the month.

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

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

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

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

monthly to its CEO and CFO.

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Compliance Matters

Company has estimated payroll tax liabilities based on its officers’ reclassification from independent contractors to employees

from the fiscal ended December 31, 2017, to 2022.

As of December 31, 2022, the Company has assessed federal and state payroll tax payments

in the aggregate amount of $ 204,828 , and we have included it in the General and administrative expenses.

inception to date, the Company’s officers are paid as independent contractors, as a result, as of December 31, 2023, therefore

the Company believes payroll tax liabilities are not estimated.

The Company’s federal taxes are acceptable to

Internal Revenue Services.

STOCKHOLDERS’ DEFICIT

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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 December 31, 2022, the Company had no equity compensation plans.

February 21, 2024, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock only) own 280,102,413 shares, representing 72% of the total issued and outstanding voting power of the Company.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

amend our certificate of incorporation, as amended (the “Certificate”), to increase

the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized

Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation

not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of

our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50 , to be determined

by the Board of Directors, and

approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

STOCKHOLDERS’ DEFICIT (continued)

the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have

voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken.

that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement

and the accompanying notice are mailed to our stockholders.

Our Board retains the authority to abandon either or both of the Corporate

Actions for any reason at any time prior to the effective date of the respective Corporate Action.

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

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of December 31, 2023, and December 31, 2022, the Company had 388,584,729 and 211,275,550 , respectively, common shares issued and outstanding.

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

preferred stock has fifty votes for each share of preferred shares owned.

The preferred shares have no other rights, privileges, and

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

of December 31, 2023 and December 31, 2022, the Company had 6,500,000 and 4,000,000 Series A Preferred stock issued and outstanding.

of December 31, 2023 and December 31, 2022, the Company had 1,800,000 and 0 Series B Preferred stock issued and outstanding.

Sereis A Preferred Stock has fifty votes for each share of preferred shares owned.

The preferred shares have no other rights, privileges,

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

Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock.

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder

of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action.

a result, 1,800,000 Series B Preferred Shares represent a 0.25% voting percentage on a fully diluted vote per share basis.

A Preferred Stock

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

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

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

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 ,

and 1,000,000 shares, respectively.

November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani valued at 2,500,000 .

Company will receive $ 2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $ 1.00

B Preferred Stock

November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani valued at 2,538,000 for the purchase of 49.90 % of

AML and 100 % of APL.

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

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

STOCKHOLDERS’ DEFICIT (continued)

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

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by the Registrant were not sold or issued.

STOCKHOLDERS’ DEFICIT (continued)

June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc.

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January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 93,750 .

STOCKHOLDERS’ DEFICIT (continued)

January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $ 114,185 .

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

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

Each unit (a “Unit”) consists of one (1) share of Common Stock, par value $ .0001 per share (the “Common Stock),

and one (1) redeemable Class A Warrant (the “Class A Warrant(s)”) of the Company.

The Company closed the private placement

effective December 15, 2017 .

Class A Warrant entitles the holder to purchase one ( 1 ) share of Common Stock for $ 0.30 per share until April 30, 2019 (‘Expiration

The Company issued the securities with a restrictive legend.

WARRANTS (continued)

About the Warrants Outstanding During Fiscal 2019 Follows

SCHEDULE OF WARRANTS ACTIVITY

Original Number of Warrants Issued

Exercise Price per Common Share

at December 31, 2017

Became Exercisable

Terminated / Canceled / Expired

at December 31, 2019

Expiration Date

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, no Class A Warrants have been exercised, and all have expired.

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

AJB Note valued at $ 60,525 .

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

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

November 30, 2028, the Company issued 50,000,000 restricted shares for cash valued at $ 5,500,000 to Kundnani.

Kundnani, a director and

controlling shareholder of the Company, is an officer and controlling shareholder of the Company.

December 27, 2023, the Company issued 5,000,000

restricted common stock to AJB for redemption of warrants valued at $ 90,000 .

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries not using

dollar as their functional currency.

following table shows the changes in AOCI by component for 2023 and 2022:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

Cumulative Foreign

Currency Translation

Balance as of December 31, 2021

Other comprehensive income (loss) attributed to ADS

Total other comprehensive income (loss)

Balance as of December 31, 2022

Other comprehensive income (loss), attributed to ADS

Other comprehensive income (loss), attributed to AML

Other comprehensive income (loss), attributed to APL

Total other comprehensive income (loss)

Balance as of December 31, 2023

Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year cash

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known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

On December 27, 2023, the Company issued 5,000,000 restricted common stock

to AJB Capital for redemption of warrants valued at $ 90,000 .

In addition, the Company paid $ 100,000 to AJB Capital and the remaining $ 100,000

to be paid on or before January 26, 2024.

Our income tax expenses, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s

best estimate of current and future taxes to be paid.

We are subject to income taxes in the United States and numerous foreign jurisdictions,

namely Malta, the United Kingdom, and Australia.

Significant judgments and estimates are required in the determination of the consolidated

income tax expense.

Company calculates income taxes using the asset and liability method of accounting.

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assets and liabilities.

income tax provision is summarized as follows:

OF PROVISION FOR INCOME TAXES

evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive

and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies,

and results of recent operations.

In projecting future taxable income, we begin with historical results adjusted for the results of discontinued

operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items

that do not have tax consequences.

The assumptions about future taxable income require the use of significant judgment and are consistent

with the plans and estimates we are using to manage the underlying businesses.

In evaluating the objective evidence that historical results

provide, we consider three years of cumulative operating income (loss).

calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude

of jurisdictions across our global operations.

ASC 740 states that a tax benefit from an uncertain tax position may be recognized when

it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation

processes, based on the technical merits.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process

in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits

of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount

of tax benefit that is more than fifty percent (50.00%) likely to be realized upon ultimate settlement with the related tax authority.

December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the “Act”).

The Act amends the Internal

Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions.

The Act reduces the corporate

federal tax rate from a maximum of 35% to a 21% rate for corporations.

The rate reduction will take effect on January 1, 2018.

we have applied the tax rate of 21% to the ending balance of federal deferred tax assets.

As we provided a full valuation allowance against

our net deferred tax assets, we have not recorded any tax impact due to the tax rate change.

consider the earnings of certain non-U.S.

subsidiaries to be indefinitely invested outside the United States on the basis of estimates

that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of

those subsidiary earnings.

If we decide to repatriate the foreign earnings, we will need to adjust our income tax provision in the period

we determined that the earnings will no longer be indefinitely invested outside the United States.

income tax provision for FDCTech as a standalone is summarized as follows:

SCHEDULE OF PROVISION FOR INCOME TAXES

Deferred Tax Assets/Liability

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( 1,067,350 )

( 1,736,695 )

Stock/options issued for services

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Prior Year NOL (exclude effect of state tax)

( 1,395,876 )

Cumulative NOL

( 1,395,876 )

OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS

December 31, 2023

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Depreciation and amortization

Goodwill impairment

Tax rate change

Valuation allowance

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Change in valuation allowance

2022 and 2021, the Company had pre-tax income and losses of $ 1,104,374 and $ 1,736,695 , respectively, available for carry-forward to offset

future taxable income.

The Management has determined to provide full valuation allowances for our net deferred tax assets at the end

of 2022 and 2021, including Net Operating Loss (NOL) carryforwards generated during the years.

We could realize our deferred tax assets

based on its evaluation of positive and negative evidence, including our history of operating losses and the uncertainty of generating

future taxable income.

December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the “Act”).

The Act amends the Internal

Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions.

The Act reduces the corporate

federal tax rate from a maximum of 35% to a 21% rate for corporations.

The rate reduction will take effect on January 1, 2018.

we have applied the tax rate of 21% to the ending balance of federal deferred tax assets.

As we provided a full valuation allowance against

our net deferred tax assets, we have not recorded any tax impact due to the tax rate change.

2023 and 2022, the Company as a standalone, excluding its subsidiaries, had pre-tax income and losses of $ 230,010

and $ 1,067,350 ,

respectively.

As of December 31, 2023, we had approximately $ 1,395,876

in net deferred tax assets (DTAs) expiring in 2037 for the federal and 2037 for the state.

These DTAs include approximately $ 1,395,876

related to net operating loss carryforwards that can be used to offset taxable income for fiscal year ended December 31, 2023, and

future periods and reduce our income taxes payable in those future periods.

Income Taxes (continued)

assessing the realization of deferred tax assets, management considers whether it is more likely that some portion or all of the deferred

tax assets will not be realized.

The ultimate realization of the deferred tax assets depends on generating future taxable income when

those temporary differences become deductible.

The Company believes it is unlikely to realize the benefits of NOL carryforward.

In recognition

of this risk, we have provided a valuation allowance of $ 231,919 on the deferred tax assets related to these NOL carryforwards.

our assumptions change, and we determine that we can realize these NOLs.

In that case, the tax benefits related to any reversal of the

believe that it is more likely than not that the benefit from certain state NOL carryforwards will not be realized.

If we realize NOL

carryforwards for in fiscal year ended December 31, 2023, our taxable pre-tax income of $ 230,010 will be loss of $ 1,165,866 .

If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits related to any reversal of the

valuation allowance on deferred tax assets as of December 31, 2023, will be accounted for as follows:

the Company will recognize approximately

$ 231,919 as an increased income tax expense and record $ 231,919 as a decrease in equity.

on the available objective evidence, management believes it is likely that the net deferred tax assets will not be fully realizable on

December 31, 2022.

Accordingly, management maintained a full valuation allowance against its net deferred tax assets on December 31,

The net change in the total valuation allowance for the twelve (12) months ending December 31, 2022, decreased by $ 142,473 .

December 31, 2022, and 2021, we had federal and state net operating income and loss carry-forwards of approximately $ 4,335,053 and $ 3,230,679 ,

respectively, expiring in 2037 for the federal and 2037 for the state.

approximately $ 1,395,876 will

be recognized as a reduction of income tax expense and $ 1,395,876 will be recorded as an increase in equity.

we are unable to realize the benefits of NOL carry forwards, in recognition of this risk, we have provided a valuation allowance of $ 244,832

on the deferred tax assets related to these state NOL carryforwards.

the years ended December 31, 2023, and 2022, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions

1 unchanged sentence

Should such a position be identified in the future, and if the Company owes interest and penalties, these would

be recognized as interest expense and other expense, respectively, in the consolidated financial statements.

be recognized as interest expenses and other expense, respectively, in the consolidated financial statements.

Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

6 unchanged sentences

Currently, the Company does not have any ongoing tax examinations.

of December 31, 2022, the Company has assessed federal and state payroll tax payments in the aggregate amount of $ 204,828 , and we have

included it in the General and administrative expenses.

The Company has no foreign tax expenses and liabilities as of December 31, 2022,

OFF-BALANCE SHEET ARRANGEMENTS

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SUBSEQUENT EVENTS

Company had evaluated subsequent events through April 17, 2023, when these financial statements were available to be issued.

January 2023, the Company issued 5,309,179 common shares valued at $ 60,525 and $ 60,000 in six equal installments of $ 10,000 each from

February 2023 to July 2023 to settle the difference in consideration shares issued with the AJB Note.

FINRA Rule 1017 requires the Company to file continuing membership applications (CMAs) as it plans to apply for changes in ownership,

control, and business operations.

The Company filed the CMA form with FINRA in February 2023 to effect the change of ownership of CIM

Securities, LLC, where the Company interest shall be 51.00 %.

February 2023, the Company paid off all the outstanding balance of $ 550,000 and any accrued interest related to the AJB Note.

February 2023, the Company issued 115,000,000 shares to Alchemy Prime Ltd for $ 550,000 .

The Company used the funds to pay off the outstanding

On 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 in NSFX.

The Company amended the Agreement to February 28, 2023, to comply

with the BVI Companies Act requirement for the change of ownership.

The Company expects to consolidate the fair value of NSFX’s

assets and liabilities on or after February 28, 2023 but no later than June 30, 2023..

In March 2023, the Company issued 2,000,000 shares

for $ 20,000 cash.

Company had evaluated subsequent events through October 15, 2024, when these financial statements were available to be issued.

January 4, 2024, for extraordinary services rendered to the Company, and in consideration for a loan (Susan E.

Eaglstein, a related party),

the Board issued shares of Series B Preferred Stock to the following officers’, directors’, consultant, and lender at a value

of $ 1.41 per share:

SCHEDULE OF SHARES ISSUED TO RELATED PARTY AND BOARD MEMBERS

Mitchell M Eaglstein

FRH Group Corporation

January 30, 2024, per subscription agreements and in consideration for cash, the Company agreed to issue shares of Series B

Preferred Stock to the following related party at a value of $ 1.41

January 25, 2024, the Company received $ 100,000 for one subscription of 70,922 Series B Stock.

On January 26, 2024, the Company paid $ 100,000 to AJB Capital as part of

the second repayment where the Company redeemed all the AJB Warrants and settled any outstanding liability associated with the AJB Note.

January 30, 2024, the Board of Directors adopts and approves the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred

Stock of the Company issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix

SUBSEQUENT EVENTS (continued)

February 21, 2024, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock only) own 280,102,413

shares, representing 72%

of the total issued and outstanding voting power of the Company.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

amend our certificate of incorporation, as amended (the “Certificate”), to increase

the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized

Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation

not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of

our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50 , to be determined

by the Board of Directors, and

approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”)

March 2024, the Company established a wholly owned subsidiary, Alchemytech Ltd, a Cyprus company, to provide technology and other services

to the European market.

The Company extended the Limassol, Cyprus Lease, Europe (Ecastica) lease to April 2025.

April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa.

As part of the termination, the Company

shall pay the community bank a sum of $ 100,000 in six equal installments of $ 15,000 and one final payment of $ 10,000 from April 2024

to November 2024.

May 2024, Mitchell M.

Eaglstein, CEO, was appointed as the CEO of Alchemy Markets Ltd.

(AML) to oversee operations in Malta.

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

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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 9A. Controls and Procedures