FDCTECH, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Under 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. Disclosure 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. Management’s Report on Internal Controls over Financial Reporting Our 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: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) 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 (3) 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. 25 Because 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. Management 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. This 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. Changes in Internal Control over Financial Reporting There 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 fiscal year ended December 31, 2023, that has materially affected or is reasonably likely to affect, our internal control over financial reporting materially. ITEM 9B. OTHER INFORMATION. None . 26 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Name Age Position Mitch Eaglstein 40 President/CEO/Director Imran Firoz 51 CFO/Secretary/Director Brian Platt 44 CTO Jonathan Baumgart 40 Director Gope S. Kundnani 66 Director Directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meets, following the stockholders’ annual meeting, and the directors’ successors are elected and qualified. Mitchell Eaglstein, Co-Founder, President, CEO, and Director From January 2016 to date, Mr. Eaglstein has been the Company’s Founder, Chief Executive Officer, and Director. Mr. Eaglstein is responsible for leading the development and execution of the Company’s long-term strategy, primarily focusing on enhancing shareholder value. Mr. Eaglstein ensures the Company has the necessary organizational and technology infrastructure and is responsible for deploying Capex and approving budgets. Mr. Eaglstein has extensive executive-level experience managing FX brokerage and FinTech software companies. Further, Mr. Eaglstein has participated in several panel discussions as a distinguished industry expert in various forex-related conferences and tradeshows. From June 2014 to February 2016, Mr. 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. Mr. 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. From June 2011 to May 2014, Mr. Eaglstein started his career as a Senior Business Intelligence Analyst at Boston Technologies (“BT”). BT promoted him to Managing Director, a pioneer in MT4 bridge technology for the retail forex market. He was instrumental in increasing Boston Technologies’ revenue from five (5) million to twenty (20) million, making it the 143rd fastest-growing company in America by Inc. 500 ranking. From March 2009 to May 2011, Mr. Eaglstein led FXCM Systems, LLC, as its Chief Information Officer. He successfully provided white label and 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, marketed, and distributed high-performance proprietary trading software for financial companies engaged in online forex trading. From January 2007 to Feb 2009, Mr. Eaglstein was the Co-Founder and Chief Operating Officer of Traders Development COO Traders Development, LLC, a financial software company based in Irvine, California. Early in his career, Mr. Eaglstein co-founded Campus Universe, an online consignment shop for students to buy and sell textbooks from each other via a fully automated e-commerce website that won the Golden Web Award. 27 Imran Firoz, Co-Founder, CFO, and Director From January 2016 to date, Mr. Firoz has been the Company’s Co-Founder, Chief Financial Officer, and Director. Mr. Firoz is responsible for strategic planning and corporate development, Mergers and Acquisitions (M&A), financial restructuring, and risk management. He has guided due diligence efforts, implemented financial controls, practiced compliance guidelines, and planned disaster recovery strategies. From December 2011 to May 2015, Mr. Firoz was the CEO and Director of Scoobeez Global, Inc. (“Scoobeez”). From May 2015 to March 2017, Mr. Firoz worked as the CFO and Director of Scoobeez. He was instrumental in acquiring, developing, and growing Scoobeez, an on-demand messenger, delivery, and courier company. Scoobeez increased its revenue from under $500,000 to $27 million. From January 2019 to the present, Mr. Firoz has owned Spark Capital Investments, LLC, which assists small-sized private and public companies by providing management consulting services. From February 2014 to December 2019, Mr. Firoz worked as the Managing Director of Match-Trade Technologies LLC, a financial technology company. From July 2007 to March 2017, Mr. Firoz was a Managing Partner of Marque 3 LLC, a management consulting company based in Pasadena, California. He has served as a management consultant/adviser to senior executives of several companies. Mr. Firoz was the Chief Financial Officer of Master Capital Group Corp. from November 2004 until May 2007. He provided financial oversight to the accounting and finance department and advised the Board of Directors on the financial implications of business activities. In January 2002, Mr. Firoz served as Associate, Investment Banking for National Bank Financial, Canada (“NBF”) on numerous transactions, including a key M&A advisory team Franco-Nevada member on the $10 billion three-way mega gold merger of Newmont-Normandy-Franco-Nevada. During the same period, he was a member of NBF’s investment banking team that advised the Treasurer of Hydro One on the restructuring and selling of Ontario Electricity Financial Corporation debt of $2.9 billion in the Canadian public debt markets. Mr. Firoz started his career as a Chemical Engineer with Tata Chemicals Limited from December 1994 until September 1997. He led several cross-functional 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) subsidiary. He was responsible for technical services and improving plant safety management. Mr. Firoz received his MBA in April 2001 from the Richard Ivey School of Business, University of Western Ontario, Canada. Mr. Firoz graduated in July 1993 with a Bachelor of Engineering (Chemical) from Aligarh University, India. Mr. Firoz has been a Certified Financial Risk Manager from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003. Brian Platt, Chief Technology Officer Mr. Platt joined the Company in May 2016. Mr. Platt has over ten (10) years of experience in the forex industry, managing complex technology and business operations. His expertise includes advanced technical knowledge of databases, programming, product development lifecycles, and a clear understanding of business needs. Mr. Platt’s passion is combining this business and technological know-how to ensure the best products, client satisfaction, and optimization of human resources. 28 Mr. Platt was the head of technology at the prime brokerage division of Fortress Capital Investments, UAE (“Fortress”), from June 2014 to January 2016. He was instrumental in starting a forex broker from the ground up, introducing the trading platform, connecting liquidity, add-on services such as money management PAMM systems, and compliance reporting. From May 2011 to February 2014, Mr. Platt was the Director of Risk Management and Operations Research at Boston Technologies. His accomplishments include developing advanced procedures to eliminate trade risk, streamlining accounting operations, revamping client reporting, integrating new revenue streams, and providing comprehensive analytics. Before joining Boston Technologies, Mr. Platt managed the Operations Research department at CMS Forex from March 2006 through May 2011. He coordinated all business intelligence efforts, identified and automated manual operations, and facilitated new business initiatives in this role. Mr. 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. Mr. Platt holds a degree in Information Systems from Yeshiva University. He has computer science training from New York University and Oracle DBA training from Farleigh Dickenson University. Jonathan Baumgart, Director Mr. Baumgart has been a non-executive director of the Company since June 2021. Mr. Baumgart is considered independent under NYSE and NASDAQ listing standards. The Company compensates Mr. Baumgart for his services on the Board in cash and stock-based equity. He founded Atomiq Consulting (“Atomiq”) and has been its Chief Executive Officer since May 2014. Atomiq specializes in the retail forex industry and the trading of other high-growth financial assets. In February 2015, Mr. Baumgart co-founded Money Matter, a boutique financial investment services firm based in Krakow, Poland. Between September 2010 and March 2014, Mr. Baumgart was the Director of Training at Boston Technologies, a technology, market maker, high-frequency trading, and inter-broker broker-dealer in the retail forex, precious metals, and other over-the-counter financial securities. In 2004, Mr. Baumgart completed his International Affairs & Economics undergraduate degree from the Whittemore School of Business and Economics, University of New Hampshire, Durham. Gope S. Kundnani, Director On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four Board of Directors. Mr. Kundnani is a seasoned entrepreneur with several decades of experience building successful businesses in the United States, the Middle East, and the United Kingdom. From May 2018 to the present, Mr. Kundnani was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA). From December 2018 to the present, Mr. Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial services company regulated by the FCA. From May 2004 to April 2008, Mr. Kundnani was the Director of Tristar Group, responsible for investing and acquiring small retail businesses in the Texas region. From February 1999 to the present, Mr. Kundnani has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. 29 Term of Office All directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors’ meeting, followed by the stockholders’ annual meeting, and until the directors’ successors have been elected and qualified. Director of Independence Our board of directors is currently composed of four (4) members, out of which three (3) directors are executive directors and who do not qualify as independent directors by the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The third non-executive director is an independent director. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his family members have engaged in various types of business dealings with us. Also, our board of directors has not made a subjective determination as to our director that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. However, the NASDAQ rules require such subjective determination. Had our board of directors made these determinations, they would have reviewed and discussed the information provided by directors and us concerning our director’s business and personal activities and relationships as they may relate to us and our management. Audit Committee and Conflicts of Interest Since we do not have an audit or compensation committee comprised of independent directors, the functions that such committees would have performed are performed by our Board of Directors. 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. The Board believes such committees are unnecessary since the Company is an early start-up company with only three (3) directors. To date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our three (3) directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. There are no family relationships among our directors or officers other than as described above. We are unaware of any other conflicts of interest with our executive officers or directors. Involvement in Certain Legal Proceedings No director, person nominated to become a director, executive officer, promoter, or control person of our Company has, during the last ten (10) years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of 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. Stockholder Communications with the Board of Directors We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the board hears the views of stockholders of directors and that the appropriate responses are provided to stockholders promptly. Our board of directors will continue to monitor whether it would be relevant to adopt such a process during the upcoming year. 30 ITEM 11. EXECUTIVE COMPENSATION The following table sets forth all compensation for the last two fiscal years awarded to, earned by, or paid to our chief executive officer and our only other compensated executive officer serving in the previous completed fiscal year (collectively, the “Named Executives”): Stock Option Non-Equity Incentive Plan Nonqualified Deferred All Other Name and Principal Position Year Salary (3) ($) Bonus ($) Awards ($) Awards ($) Compensation ($) Compensation ($) Compensation ($) Total ($) Mitch Eaglstein, CEO (1) 2023 180,000 -0- -0- -0- -0- -0- -0- 180,000 2022 144,000 -0- 83,000 -0- -0- -0- -0- 227,000 Imran Firoz, CFO (2) 2023 180,000 -0- -0- -0- -0- -0- -0- 180,000 2022 144,000 -0- 83,000 -0- -0- -0- -0- 227,000 Brian Platt, CTO (3) 2023 15,000 -0- -0- -0- -0- -0- -0- 15,000 2022 60,000 -0- -0- -0- -0- -0- -0- 60,000 (1) Appointed CEO, President, and Director on January 21, 2016. The Company issued 30,000,000 common stock on January 21, 2016, and 2,600,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company. (2) Appointed Chief Financial Officer, Secretary, and Director on January 21, 2016. 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. (3) On March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000. The 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 monthly compensation of $5,000 to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually. Effective October 1, 2020, the Company pays $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company expenses $15,000 monthly to its CEO and CFO. Messrs. Eaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively. The Company intends to convert all such officers to employee status during the second quarter of 2021. The Company has not issued any bonuses or option awards to its officers. The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly and annually. On 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. Stock Option Grants We had no outstanding equity awards as of the end of the fiscal period ended December 31, 2023, or through the date of filing this report. Employment Agreements The Company is not a party to any employment agreement and has no compensation agreement with any officer or director. Director Compensation The Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to the Board. The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021. The Company issued Gope S. 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. 31 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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 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) 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. The percentages below are calculated based on 388,584,729 shares of our common stock issued and outstanding for the fiscal year of December 31, 2023. Name and Address (1) Title of Class Number of Shares Beneficially Owned Percent of Class Mitch Eaglstein Common 30,768,105 7.92 % Imran Firoz Common 24,310,000 6.26 % Brian Platt Common 500,000 * % Jonathan Baumgart Common 645,000 * % Gope S. Kundnani (2) Common 200,000,000 51.47 % FRH Group Corporation (3) Common 26,372,413 6.79 % Officers and Directors as a group (4 persons) Common 255,178,105 66.07 % * Less than 1% The 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) Title of Class (4) Number of Shares Beneficially Owned Percent of Class Mitch Eaglstein Series A Preferred 1,500,000 23.07 % Gope S. Kundnani (5) Series A Preferred 4,000,000 61.53 % Felix R. Hong (3) Series A Preferred 1,000,000 15.38 % Officers and Directors as a group (2 persons) Series A Preferred 6,500,000 84.60 % 32 The 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) Title of Class (6) Number of Shares Beneficially Owned Percent of Class Alchemy Prime Holdings Ltd. Series B Preferred 1,800,000 100.00 % Officers and Directors as a group (1 person) Series B Preferred 1,800,000 100.00 % In 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 Eaglstein and Imran Firoz, respectively, as the founders in consideration of services rendered to the Company. Further, the Company agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively, as the founders in consideration of services rendered to the Company. (1) Addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. (2) Gope S. Kundnani owns 200,000,000 in the Company’s common stock personally and through Alchemy Prime Holdings Ltd. (3) On 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 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. Hong. (4) Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. As a result, 4,000,000 Series A Preferred Shares represent a 45.43% voting percentage on a fully diluted vote per share basis. (5) 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. (6) 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 for action. As a result, 1,800,000 Series B Preferred Shares represent a 0.25% voting percentage on a fully diluted vote per share basis. 33 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE In April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), incorporated under section 14 of Bermuda’s Companies Act 1981. In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients Limited (“FXClients”), under the United Kingdom Companies Act. The Company established FRH Prime and FXClients to conduct financial technology service activities. The Company established FRH Prime and FXClients to conduct financial technology service activities. At present, both companies have ceased to exist. For 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. Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (“FRH Group”). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes are convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $0.05 per share. The Notes carry an interest rate of 6% per annum, which is due and payable at maturity. Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share, a cumulative cash amount of $70,000. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director. On 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 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. Hong. In September 2022, the Company issued 30,000,000 common stock for cash consideration of $300,000 for Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as the director of the Company. As director’s compensation, the Company issued 5,000,000, valued at $60,000. Mr. Kundnani is the director and owner of APL. In January 2023, the Company issued 115,000,000 common stock for a cash consideration of $550,000 to Kundnani, its director. In 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. On 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. On 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. On 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. The Company has issued the Series B Preferred stock APHL. Kundnani, a related party, is the sole shareholder of APHL. Kundnani, 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. Kundnani, a related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million. FDCTech has issued the Common stock to Kundnani. In 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). 34 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES On 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. 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. On 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. It was not qualified or modified for uncertainty audit scope or accounting principles. On 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. 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. 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 periods. On 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. The 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. On 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. Audit Fees For the fiscal year ending December 31, 2022, and 2021, the Company paid $1,000 and $34,250, respectively, to FHH. For the fiscal year ending December 31, 2022, and 2021, the Company paid $100,700 and $10,800, respectively, to BFB. The payment for the fiscal year ending December 31, 2022, includes $35,000 for auditing the financial statements of ADS for the period ending June 30, 2021, and 2020. For the fiscal year ending December 31, 2023, the Company paid $64,800 to BF Borgers and $15,000 to Bolko. The 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. 35 Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our Board of Directors’ policy is to pre-approve all our independent registered public accounting firm’s services. For fiscal 2023, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services. These services include audit services. Our independent registered public accounting firm must periodically report to our Board of Directors regarding the extent of services offered by our independent registered public accounting firm by this pre-approval policy. Our Board of Directors may also delegate pre-approval authority to one or more members. Such members must report any pre-approval to our Board of Directors at the next meeting. Audit-Related Fees We 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.” Tax Fees We 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.” Other Fees We 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. 36 PART IV ITEM 15. FINANCIAL STATEMENT SCHEDULES. (a) Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB: ID 5968) F-2 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 F-3 Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022 F-4 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022 F-5 Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022 F-6 Notes to the Consolidated Financial Statements F-7 ITEM 16. EXHIBITS. Exhibit Item 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 37 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FDCTECH, INC. Date: October 15, 2024 /s/ Mitchell Eaglstein Mitchell Eaglstein, President and CEO (Principal Executive Officer) Date: October 15, 2024 /s/ Imran Firoz Imran Firoz, CFO (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Mitchell Eaglstein President, Chief Executive Officer (Principal October 15, 2024 Mitchell Eaglstein Executive Officer) /s/ Imran Firoz Chief Financial Officer (Principal Financial and October 15, 2024 Imran Firoz Accounting Officer) 38 FDCTECH, INC. Index to Consolidated Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB: ID 5968 ) F-2 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 F-3 Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022 F-4 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022 F-5 Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of FDCTECH, INC. Opinion on the Financial Statements We 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. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed 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 with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 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 audits provide a reasonable basis for our opinion. Critical Audit Matters Critical 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. /S/ Olayinka Oyebola OLAYINKA OYEBOLA & CO. (Chartered Accountants) Lagos, Nigeria We have served as the Company’s auditor since 2024. October 10, 2024 F- 2 FDCTECH, INC. CONSOLIDATED BALANCE SHEETS December 31, 2023 December 31, 2022 Assets Current assets: Cash $ 31,316,461 $ 264,829 Accounts receivable, net of allowance for doubtful accounts of $ 175,640 and $ 121,987 , respectively 1,029,000 65,583 Prepaid expenses – current 403,191 226,594 Subscription receivable 8,200,000 200,000 Loan receivable - 9,219 OID promissory note - 55,000 Total Current assets 40,948,652 821,225 Capitalized software, net 1,087,543 761,642 Investment through subsidiary 36,062 36,062 Accrued income 1,035,619 - Acquired intangible assets 1,305,493 1,293,255 Related party guarantee 1,353,170 - Tax receivable 177,206 - Fair value of trading positions for the firm, profit 1,396,066 - Right of use (lease) 39,683 - Fixed assets, net 163,572 4,034 Total assets $ 47,543,066 $ 2,916,218 Liabilities and Stockholders’ Deficit Current liabilities: Accounts payable $ 179,979 $ 53,229 Line of credit 60,742 47,369 Accrued expenses, related party 534,500 429,500 Promissory note - 550,000 Business acquisition loan 350,000 - Cares act- paycheck protection program advance 20,652 40,139 Related party advances 793,339 5,988 Customer funds 30,220,270 - Fair value of trading positions for the firm, loss 520,808 - Operating lease liability, current 36,419 - Other current liabilities 770,984 40,269 Total Current liabilities 33,487,693 1,166,494 Deferred tax liabilities 846,581 - SBA loan – non-current 122,689 131,194 Operating lease liability, non-current 3,264 - Accrued interest – non-current 33,062 14,703 Total liabilities 34,493,289 1,312,391 Commitments and Contingencies (Note 9) - - Stockholders’ Deficit: 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 650 400 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 180 - Preferred stock, value 180 - Common stock, par value $ 0.0001 , 500,000,000 shares authorized; 388,584,729 and 211,275,550 shares issued and outstanding, as of December 31, 2023 and December 31, 2022 38,858 21,127 Additional paid-in capital 15,389,569 5,725,530 Accumulated other comprehensive income 225,228 17,544 Accumulated deficit ( 2,643,647 ) ( 4,216,823 ) Total FDCTech, Inc. stockholders’ equity (deficit) 13,010,838 1,547,778 Noncontrolling interest 38,939 56,049 Total liabilities and stockholders’ deficit $ 47,543,066 $ 2,916,218 See accompanying notes to the financial statements. F- 3 FDCTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2023 December 31, 2022 Revenues Technology & software 1,811,423 626,600 Wealth management 5,927,424 5,827,731 Trading revenue 5,016,053 - Total revenue $ 12,754,900 $ 6,453,731 Cost of sales Technology & software 22,503 159,051 Wealth management 5,338,510 5,275,741 Trading revenue 1,146,029 - Total cost of sales 6,507,042 5,434,792 Gross Profit $ 6,247,858 1,018,939 Operating expenses: General and administrative 2,943,913 1,623,031 Sales and marketing 1,512,790 382,864 Depreciation 213,910 3,894 Total operating expenses 4,670,613 2,009,789 Operating loss 1,577,245 ( 990,850 ) Other income (expense): Other interest expense ( 6,848 ) ( 72,644 ) Other income (expense) ( 2,570 ) ( 7,615 ) Total other income (expense) ( 9,418 ) ( 80,259 ) Income (loss) before provision for income taxes 1,567,827 ( 1,071,109 ) Provision for income taxes - - Net income (loss) $ 1,567,827 $ ( 1,071,109 ) Net loss per common share, basic and diluted $ 0.00 $ ( 0.01 ) Weighted average number of common shares outstanding basic and diluted 329,492,915 158,048,019 Other comprehensive income (loss): Change in foreign currency translation $ 207,684 $ 18,250 Total other comprehensive income (loss) 207,684 18,250 Total comprehensive income (loss) 1,775,511 ( 1,052,859 ) Comprehensive income (loss) attributable to noncontrolling interests 17,972 10,785 Comprehensive income (loss) attributable to FDCTech stockholders $ 1,757,539 $ ( 1,063,644 ) See accompanying notes to the financial statements. F- 4 FDCTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT Shares Amount Shares Amount Capital Deficit Deficit Preferred stock Common stock Additional Paid-in Accumulated other comprehensive Accumulated Total Shares Amount Shares Amount Capital income (loss) Deficit Stockholders’ Deficit Fiscal year ended December 31, 2022 Balance, December 31, 2021 4,000,000 $ 400 141,811,264 $ 14,181 $ 4,841,545 $ ( 706 ) $ ( 3,147,556 ) $ 1,707,864 Common shares issued for cash valued at $ 0.0625 per share - - 500,000 50 31,200 - - 31,250 Common shares issued for services valued at $ 0.0625 per share - - 1,500,000 150 93,600 - - 93,750 Common shares issued for cash valued at $ 0.05 per share - - 500,000 50 24,950 - - 25,000 Common shares issued for cash valued at $ 0.0408 per share - - 500,000 50 20,335 - - 20,385 Common shares issued for financing cost valued at $ 0.0323 per share - - 2,214,286 221 71,300 - - 71,521 Common shares issued for cash valued at $ 0.0356 per share - - 500,000 50 17,750 - - 17,800 Common shares issued for cash valued at $ 0.0395 per share - - 500,000 50 19,700 - - 19,750 Common shares issued for services valued at $ 0.0379 per share - - 250,000 25 9,450 - - 9,475 Forex gain (loss) on consolidation - - - - - 18,250 - 18,250 Common shares issued for cash valued at $ 0.010 per share - - 30,000,000 3,000 297,000 - - 300,000 Common shares issued for services valued at $ 0.012 per share - - 5,000,000 500 59,500 - - 60,000 Common shares issued for services valued at $ 0.0083 per share - - 20,000,000 2,000 164,000 - - 166,000 Common shares issued for services valued at $ 0.0095 per share - - 8,000,000 800 75,200 - - 76,000 Net loss - - - - - ( 1,069,267 ) ( 1,069,267 ) Balance, December 31, 2022 4,000,000 $ 400 211,275,550 $ 21,127 $ 5,725,530 $ 17,544 $ ( 4,216,823 ) $ 1,547,778 Fiscal year ended December 31, 2023 Balance, December 31, 2022 4,000,000 $ 400 211,275,550 $ 21,127 $ 5,725,530 $ 17,544 $ ( 4,216,823 ) $ 1,547,778 Balance 4,000,000 $ 400 211,275,550 $ 21,127 $ 5,725,530 $ 17,544 $ ( 4,216,823 ) $ 1,547,778 Common shares issued for financing cost at $ 0.0114 per share - - 5,309,179 531.0 59,994 - - 60,525 Common shares issued for cash valued at $ 0.0048 per share - - 115,000,000 11,500 538,500 - - 550,000 Common shares issued for services at $ 0.013 per share - - 2,000,000 200 25,800 - - 26,000 Common shares issued for cash valued at $ 0.11 per share - - 50,000,000 5,000 5,495,000 - - 5,500,000 Common shares issued for warrant settlement valued at $ 0.018 per share - - 5,000,000 500 89,500 - - 90,000 Series A Preferred shares issued for cash valued at $ 1.00 per share 2,500,000 250 - - 2,499,750 - - 2,500,000 Series B Preferred shares issued for acquisition valued at $ 1.41 per share 1,800,000 180 - - 2,537,820 - - 2,538,000 Changes in APIC due to acquisition of APL & AML - - - - ( 1,582,325 ) - 1,510,906 Intercompany guarantee - - - - - - - - Forex gain (loss) on consolidation - - - - - 207,684 - 207,684 Net loss - - - - - - 1,573,176 1,573,176 Balance, December 31, 2023 8,300,000 $ 830 388,584,729 $ 38,858 $ 15,389,569 $ 225,228 $ ( 2,643,647 ) $ 13,010,838 Balance 8,300,000 $ 830 388,584,729 $ 38,858 $ 15,389,569 $ 225,228 $ ( 2,643,647 ) $ 13,010,838 See accompanying notes to the financial statements F- 5 FDCTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2023 December 31, 2022 Year Ended December 31, 2023 December 31, 2022 Net income (loss) $ 1,573,176 $ ( 1,069,267 ) Adjustments to reconcile net loss to net cash used in operating activities: Software amortization 22,503 159,051 Depreciation 213,910 3,894 Common stock issued for services 26,000 405,225 Accounts receivable allowance 21,526 21,526 Subscription receivable ( 8,000,000 ) - Fixed assets, net ( 373,448 ) 417 Acquired intangible assets ( 12,238 ) ( 7,234 ) Change in assets and liabilities: Gross accounts receivable ( 984,943 ) ( 65,956 ) Prepaid ( 176,597 ) 91,841 ) OID Promissory Note 55,000 ( 55,000 ) Loan receivable 9,219 7,897 Accounts payable 126,750 ( 14,202 ) Other current liabilities 730,715 ( 25,717 ) Accrued interest 18,359 5,479 Customer funds 30,220,270 - Fair value of trading position, net ( 875,258 ) - Operating lease 39,683 - Deferred taxes 846,581 - Related party guarantee ( 1,353,170 ) - Tax receivable by subsidiaries ( 177,206 ) - Accrued income ( 1,035,619 ) - Right of use of assets (lease) ( 39,683 ) - Accrued expenses, related party 105,000 26,000 Net cash used in operating activities $ 20,980,530 $ ( 516,046 ) Investing Activities: Capitalized software ( 348,404 ) ( 269,831 ) Effect of exchange rates 207,684 18,250 Business acquisition seller’s note 350,000 - Changes in paid-in capital ( 1,582,325 ) - Purchase price of acquisitions 2,538,000 - Net cash used in investing activities $ 1,164,955 $ ( 251,581 ) Financing Activities: Borrowing from (payments to) line of credit 13,373 8,123 Promissory Note ( 550,000 ) 550,000 Net proceeds from cares act - paycheck protection program ( 19,487 ) ( 10,493 ) Net proceeds from SBA loan ( 8,505 ) ( 8,505 ) Related party advances 787,351 ( 78,565 ) Stock issued for financing 150,525 71,521 Common stock issued for cash 6,050,000 414,185 Series A for cash 2,500,000 - Noncontrolling interest ( 17,110 ) ( 8,791 ) Net cash provided by financing activities $ 8,906,147 $ 937,475 Net increase in cash 31,051,632 169,848 Cash at beginning of the period 264,829 94,981 Cash at end of the period $ 31,316,461 $ 264,829 Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - Non - cash investing and financing activities: Common stock issued for financing & warrant settlement $ 150,525 - Series B Preferred stock for acquisition $ 2,538,000 - See accompanying notes to the financial statements. F- 6 FDCTECH, INC. – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Under Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016. On February 27, 2018, the Company changed its name to FDCTech, Inc. The name change reflects the Company’s commitment to expanding its products and services in the FX and financial markets for OTC brokers. The Company provides innovative and cost-efficient financial technology (‘fintech’) and business solutions to OTC Online Brokerages (“customers”). The Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to –forex, stocks, ETFs, commodities, social/copy trading, and other high-growth fintech markets. From December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size legacy financial services companies. The Company intends to build a diversified global software-driven financial services company. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company replaces conventional legacy software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience, increase client retention, and realize cost synergies. Completed Acquisitions On December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”). According to the Agreement, the Company acquired 51 % of ADFP’s issued and outstanding shares of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. ADFP owns one hundred percent ( 100 %) equity interest in AD Advisory Services Pty Ltd (“ADS”). As a result, the Company is 51 % the owner of ADS. The Company closed the acquisition on December 22, 2021, and combined the financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022. 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 Alchemy Markets Ltd. (“AML”), formerly known as NSFX Ltd (“NSFX”). AML is an investment 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 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. The 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 Ltd. (APHL), through an exchange for 833,621 Series B preferred convertible stocks (“Series B Preferred Stock”) valued at $ 1,175,406 . The 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 . Mr. Gope S. Kundnani (“Kundnani”) as the (sole) natural person holding one hundred percent ( 100 %) shareholding in the APHL. Kundnani (“Control Person”) is also a controlling shareholder in the Company. Termination of CIM Acquisition On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51.00 %) 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. At 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. Our board has mandated the management team to concentrate on expanding and developing our core non-US forex business to maximize shareholder value. F- 7 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Termination of GFNL Acquisition On 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. On 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. Mitchell M. Eaglstein shall be the acting Chairman of the Company. Currently, we have three primary business segments: (1) Technology and Software Development, (2) Wealth Management, and (3) Investment and Margin Brokerage Business. Technology & Software Development – Condor Trading Technology The Company has three sources of revenue. ● Technology 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. ● Customized Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development Agreement (“Agreement”). ● Consulting Services – The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions. The Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform. The Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors. The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end (reporting system), news feeds, and charting system. The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk, 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, digital assets, and other financial products. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office. The 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. The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018. F- 8 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) The 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 fourth quarter of the fiscal year ending December 31, 2024. The 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 did not commercialize the NFT Marketplace in the fiscal year ending December 31, 2023, as the market for NFT has slowed considerably. The 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 does not expect to commercialize the Robo Advice Platform. The 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. Wealth Management – AD Advisory Services Pty Ltd. AD 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. ADS’ consolidated revenues for the fiscal year ending December 31, 2023, and 2022 were $ 5,927,424 and $ 5,827,731 , respectively. Investment and Margin Brokerage Business (Europe and UK) AML 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. APL 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. The 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. Settlement of the FRH Group Note Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH”). The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019 . The Notes were convertible into common stock initially at $ 0.10 per share but may be discounted under certain circumstances. In no event will the conversion price be less than $ 0.05 per share with a maximum of 20,000,000 shares issued to FRH. On 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, which Mr. Hong also owned. F- 9 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) 2021-2022 Equity Line of Credit On October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or issuable to selling shareholders for up to $ 2,200,000 , including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii) up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), according to a “Purchase Notice Right” under an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement. From October 2021 to February 2022, the Company executed 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. From 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. The Company also received a net amount of $ 81,000 from the related parties to fund its operations. Our cash balance is $ 93,546 as of December 31, 2021. The Company did not receive additional funding from U.S. Small Business Administration (SBA) or Cares Act Paycheck Protection Program during the fiscal year ending December 31, 2021. 2022 Promissory Note On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’), 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 %. 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 priced at $ .07 per share 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. Related Party Investments in 2022 to 2023 On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 to Kundnani, considered a related party. On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 to Kundnani, considered a related party. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 . At 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. On 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 April 2024. Governmental Regulation FDCTech is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’ providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). APL is an investment firm regulated by the Financial Conduct Authority (FCA). Board of Directors Effective January 1, 2021, Naim Abdullah resigned as the Director of the Company. On July 6, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) increased from four to five directors and appointed Charles R. Provini, age 74, to the vacancy. Mr. Provini is considered independent under NYSE and NASDAQ listing standards. Mr. Provini has been the Chairman, CEO, and President of Natcore Technology Inc. since May 2009, a research and development company protected by 65 patents granted or pending. From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members. He served as President of Laidlaw Asset Management and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995 to September 1997. Mr. Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995. He was the President of LaSalle Street Corporation, a wholly owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983 to April 1985. Mr. Provini has been a leadership instructor at the U.S. Naval Academy, Chairman of the U.S. Naval Academy’s Honor Board, and is a former Marine Corp. officer. Mr. Provini holds an undergraduate Engineering degree from the U.S. Naval Academy in Annapolis, Maryland, and a post-graduate degree from the University of Oklahoma. F- 10 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) On June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick Kerridge as Chairman of the Company’s Board of Directors. Effective August 24, 2021, the Company terminated the appointment of Warwick Kerridge as the Board of Directors. The Company terminated Mr. Kerridge’s engagement upon the consent of the majority of the stockholders representing at least 68.73 % of the issued and outstanding shares of the Company. The Company authorized the action according to Section 222 of the Delaware General Corporation Law. Upon the termination of Mr. Kerridge, the Company currently had four Board of Directors. Mitchell M. Eaglstein shall be the acting Chairman of the Company. On November 30, 2021, Charles R. Provini, a member of the Board of Directors of FDCTech, Inc. (the “Company”), notified the Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021. Mr. Provini did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices. Upon the resignation of Mr. Provini, the Company currently has three Board of Directors. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four Board of Directors. Mr. Kundnani is a seasoned entrepreneur with several decades of experience building successful businesses in the United States, the Middle East, and the United Kingdom. From May 2018 to the present, Mr. Kundnani was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA). From December 2018 to the present, Mr. Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial services company regulated by the FCA. From May 2004 to April 2008, Mr. Kundnani was the Director of Tristar Group, responsible for investing and acquiring small retail businesses in the Texas region. From February 1999 to the present, Mr. Kundnani has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. Upon the termination of Mr. Kerridge and the resignation of Mr. Provini, the Company currently had four Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the executive directors and officers of the Company. Gope S. Kundnani is considered an executive director by owning the Company’s stock of at least 10%. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. Changes in Registrant’s Certifying Accountant On 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. It was not qualified or modified for uncertainty audit scope or accounting principles. On 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. 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. 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 periods. On 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. The 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. On 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. Description of Company’s Securities to be Registered Effective September 03, 2021, the Company incorporated by reference the description of its common stock, par value $ 0.0001 per share, to be registered hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (File No. 333- 221726), as initially filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2017, as subsequently amended (the “Registration Statement”). Since the Registration Statement filing, the Company has made all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily. F- 11 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Covid-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic throughout the United States. While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections globally. Many countries worldwide, including the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on trade. These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions. The extent to which the coronavirus impacts our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In particular, the spread of the coronavirus globally could adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation results. Ukraine-Russia Conflict The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity continues. The United States and certain European countries have imposed additional sanctions on Russia and specific individuals. By the end of August 2022, the Company closed its technical support and development office in Russia. We relocated our personnel to Turkey, currently considered a neutral zone. No individual associated with the Company is banned or under Special Designated Nationals and Blocked Person list. If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia. If we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively impact the Company’s business plans. As of the date of this report, there has been no disruption in our operations. Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. 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, 2022. 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. F- 12 Note 2 – Summary of Significant Accounting Policies (continued) Accounts Receivable Accounts 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. At December 31, 2023, and 2022, the Management determined that the allowance for doubtful accounts was $ 175,640 and $ 121,987 , respectively. The fiscal year’s bad debt expense ended December 31, 2023, and 2022 was $ 51,653 and $ 19,884 , respectively. Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 1,512,790 and $ 382,864 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal year ending December 31, 2023, and 2022, respectively. The sales and marketing costs increased in fiscal 2023 due to an increase in sales and marketing expenses related to margin brokerage business. During fiscal 2022, the sales and marketing costs mainly included stock-based payment to marketing and branding consultants, travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 11.86 % and 5.93 % of the sales for the fiscal year ending December 31, 2023, and 2022, respectively. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. F- 13 Note 2 - Summary of Significant Accounting Policies (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when it and the customer (‘parties’) have approved the agreement and are committed to fulfilling their obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumes a contract modification by oral agreement or implied by the customer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable 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 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. F- 14 Note 2 - Summary of Significant Accounting Policies (continued) Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the considerations outlined in an arrangement or contract with a customer. The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Digital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. 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. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. F- 15 Note 2 - Summary of Significant Accounting Policies (continued) To allocate the transaction price, the Company gives an amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. Wealth Management AD 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. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia. F- 16 Note 2 - Summary of Significant Accounting Policies (continued) ASC 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. For 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. A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include: ● Providing ongoing financial advisory services, ● Preparing statements of advice, ● Executing portfolio rebalancing, ● Facilitating the purchase of insurance products, and ● Offering other specialized financial and estate planning services. We 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. The 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 fees. 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. If 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. ADS 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. For 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. F- 17 Note 2 - Summary of Significant Accounting Policies (continued) Investment and Margin Brokerage Business Alchemy 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. The 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. We 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. We 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. We 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. Net 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. We record interest revenue and interest expense when earned and incurred, respectively. Concentrations of Credit Risk Cash Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at a single financial institution. 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, 2022. 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. Revenues For 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. F- 18 Note 2 - Summary of Significant Accounting Policies (continued) Accounts Receivable At December 31, 2023, and 2022, the company’s top three (3) customers comprise roughly 98.79 % and 82.99 % of total A/R, respectively. The loss of any of the top three (3) customers would significantly impact the Company’s operations. Significant Acquisitions The 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 . The 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 . The 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 Mr. Gope S. 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. Further, the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML (“Targets”). As 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. The 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. Table 1. Closing Acquisition Consideration Breakdown Series B Preferred convertible stock Issued for Purchase of APL and AML SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN Net Financial Assets (Book Value) Purchase % Purchase Price ($) Type of Shares Price per Shares # of Shares Local Currency USD ($) Shares of APL £ 1,118,035 1,362,594 (1) 100.00 % $ 1,362,594 Series B $ 1.41 966,379 AML € 2,255,556 2,351,192 (2) 49.90 % $ 1,175,406 Series B $ 1.41 833,621 Total $ 2,538,000 1,800,000 (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 Under 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 control: a) The 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. The 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. We 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 Company; 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. We 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. F- 19 Note 2 - Summary of Significant Accounting Policies (continued) We 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. The 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. The 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. AML Purchase Price Allocation AML’s Balance Sheet as of November 30, 2023 (Acquisition Date): SCHEDULE OF PURCHASE PRICE ALLOCATION Description Book Value, $ Assets: Cash and cash equivalents (1) 3,215,638 Prepaid 5,277 Financial Assets through profit and less (2) 1,070,795 Related party guarantee (3) 1,340,432 Accrued income 1,545,557 Tax receivable (4) 175,538 Capitalized software, net 295,391 Fixed assets (5) 2,391 Total assets: $ 7,651,019 Liabilities: Accounts Payable (6) 173,060 Financial liability at fair value through profit and loss (7) 515,906 Current liabilities - Creditors (11) Customer funds (8) 2,773,824 Deferred tax liabilities (9) 348,570 Total liabilities $ 3,811,360 Net assets, (A) 3,839,660 Accumulated other comprehensive income (loss), (B) 53,605 Purchase Price, 833,621 Series B Preferred Shares valued at $ 1.41 , (C) 1,175,406 Increase in APIC (A) – (B) – (C) $ 2,610,648 APL Purchase Price Allocation APL’s Balance Sheet as of November 30, 2023 (Acquisition Date): Description Book Value, $ Assets: Cash and cash equivalents, including cash at liquidity provider (1) 28,562,337 Fixed assets (2) 157,520 Prepaid 405,702 Total assets: $ 29,125,559 Liabilities: Deferred Tax (9) 430,142 Current liabilities - Creditors (10) 874,636 Customer funds (8) 26,239,126 Related party advances 2,500,619 Total liabilities $ 30,044,523 Net assets (A) ( 918,964 ) Accumulated other comprehensive income (loss), (B) ( 5,539 ) Purchase Price, 966,379 Series B Preferred Shares valued at $ 1.41 , (C) 1,362,594 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 90 days. (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. We determine financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2. F- 20 Note 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. Observable 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. Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D expenditure. The GAAP accounting standards require us to expend all research and development expenditures as incurred. For the fiscal year ending December 31, 2023, and 2022, the Company incurred $ 0 and $ 1,800 R and D costs. In the consolidated income statements, we have included the R and D costs in the General and Administrative expenses. Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company is currently not involved in any litigation. Impairment of Long-Lived Assets The 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 when the asset’s carrying value exceeds the fair value. There are no impairment charges for the fiscal year ending December 31, 2023, and 2022. F- 21 Note 2 - Summary of Significant Accounting Policies (continued) Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. Software Development Costs By ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant. The Company amortizes the capitalized software development costs using the straight-line amortization method over the application software’s estimated useful life. By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine. The Company 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. The Company estimates the useful life of the software to be three ( 3 ) years. Amortization expenses were $ 22,503 and $ 159,051 for the fiscal year ending December 31, 2023, and 2022 respectively, and the Company classifies such cost as the Cost of Sales. The Company is developing the Condor Investing and Trading App and NFT Marketplace. The Company is currently capitalizing on the costs associated with the development. The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice Platform. The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the Condor Investing and Trading App. The Company capitalizes major costs incurred during the application development stage for internal-use software. Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt with Conversion and Other Options. In those circumstances, the convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. F- 22 Note 2 - Summary of Significant Accounting Policies (continued) As of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November 17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value. As a result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent of the price difference. As the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed the fair value of the BCF on these tranches. The Company noted that the value of the BCF for each note was insignificant; thus, it did not record debt discounts as of December 31, 2020. For FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price; this feature is characterized as a beneficial conversion feature (“BCF”). The Company records a BCF as a debt discount pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount related to the BCF. As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at the issuance date because the debt is convertible. The $ 97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017. Foreign Currency Translation and Re-measurement The 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 interests. 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. We 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: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE December 31, 2023 USD: AUD $ 1.4680 USD:EUR $ 0.9155 USD: GBP $ 0.7895 Average exchange rate for the period: Q1 2023 Q2 2023 Q3 2023 Q4 2023 USD: AUD $ 1.4622 1.4965 1.5289 1.5356 Q3 2023 Q4 2023 USD: EUR $ 0.9191 0.9239 12/31/23 USD: GBP $ 0.7972 Foreign currency exchange rate, translation $ 0.7972 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. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period F- 23 Note 2 - Summary of Significant Accounting Policies (continued) Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs to valuation techniques: Level I Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. Basic and Diluted Loss per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net 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. During the period ended December 31, 2023, and 2022, common stock equivalents were anti-dilutive due to a net loss. Hence, they are not considered in the computation. Reclassifications Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606. F- 24 Note 2 - Summary of Significant Accounting Policies (continued) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted. The Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to record, at cost, ADS’ intangible assets valued at $ 2,644,842 . We evaluate acquired intangible assets for impairment at least annually to confirm if the carrying amount of acquired intangible assets exceeds their fair value. The acquired intangible assets primarily consist of assets under management, wealth management license, and our technology. We use various qualitative or quantitative methods for these impairment tests to estimate the fair value of our acquired intangible assets. We will recognize an impairment charge for the difference if the fair value is less than the carrying value. The Company did not record impairment for the fiscal year ending December 31, 2023. ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than the fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. F- 25 NOTE 3. MANAGEMENT’S PLANS The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course. At December 31, 2023, and 2022, the accumulated deficit was $ 2,643,647 and $ 4,216,823 , respectively. At December 31, 2023, and 2022, the working capital surplus and the deficit were $ 11,260,603 and $ 345,269 , respectively. 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. During the fiscal year ending December 31, 2023, and 2022, the Company incurred a net profit and a net loss of $ 1,573,176 and $ 1,069,267 . Since its inception, the Company has sustained recurring losses and negative cash flows from operations. As of December 31, 2023, the Company had $ 31,316,461 cash. 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. The Company’s ability to continue as a going concern may depend on the Management’s plans discussed below. The consolidated financial 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 if the Company cannot continue as a going concern. To the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or issuance of debt. The Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing. See Note 8 for Notes Payable. As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023. F- 26 NOTE 4. CAPITALIZED SOFTWARE COSTS During the fiscal year ending December 31, 2023, and 2022, the estimated remaining weighted-average useful life of the Company’s capitalized software was three ( 3 ) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis. At December 31, 2023, and 2022, the gross capitalized software assets were $ 1,851,758 and $ 1,586,989 , respectively. At the end of December 31, 2023, and 2022, the accumulated software depreciation and amortization expenses were $ 1,052,059 and $ 825,347 , respectively. As a result, the unamortized balance of capitalized software on December 31, 2023, and 2022, was $ 799,699 and $ 761,642 . The Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software asset’s lifespan of three (3) years. We do not estimate any amortization expense in 2024 and beyond. NOTE 5. RELATED PARTY TRANSACTIONS In April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), incorporated under section 14 of Bermuda’s Companies Act 1981. In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients Limited (“FXClients”), under the United Kingdom Companies Act. The Company established FRH Prime and FXClients to conduct financial technology service activities. The Company established FRH Prime and FXClients to conduct financial technology service activities. At present, both companies have ceased to exist. For 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. Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH Group”). The Company executed Convertible Promissory Notes due between April 24, 2019 , and June 30, 2019. The Notes are convertible into common stock initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $ 0.05 per share. The Notes carry an interest rate of 6 % per annum, which is due and payable at maturity. Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $ 0.05 per share, a cumulative cash amount of $ 70,000 . Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director. On 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 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. Hong. F- 27 NOTE 5. RELATED PARTY TRANSACTIONS (continued) In September 2022, the Company issued 30,000,000 common stock for cash consideration of $ 300,000 for Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as the director of the Company. As director’s compensation, the Company issued 5,000,000 valued at $ 60,000 . Mr. Kundnani is the director and owner of APL. In January 2023, the Company issued 115,000,000 common stock for a cash consideration of $ 550,000 to Kundnani, its director. In 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. On 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. On 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. On 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. The Company has issued the Series B Preferred stock APHL. Kundnani, a related party, is the sole shareholder of APHL. Kundnani, 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. Kundnani, a related party, purchased 50,000,000 Common stock of FDCTech for $ 5.5 million. FDCTech has issued the Common stock to Kundnani. In 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). NOTE 6. LINE OF CREDIT From June 24, 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases and travel expenses. The line of credit has an average interest rate for purchases at the close of business on December 31, 2023, and cash is drawn at 12 % and 25 %, respectively. As of December 31, 2023, the Company complies with the credit line’s terms and conditions. At December 31, 2023, and 2022, the outstanding balance was $ 60,742 and $ 47,369 , respectively. F- 28 NOTE 7. NOTES PAYABLE – RELATED PARTY Convertible Notes Payable Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder. The Company executed Convertible Promissory Notes, due between April 24, 2019, and June 30, 2019 . The Notes are convertible into common stock initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $ 0.05 per share. The Notes carry an interest rate of 6 % per annum, which is due and payable at maturity. The parties have extended the Notes’ maturity date to June 30, 2021 . At December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 256,908 , respectively. There was no non-current portion of convertible notes payable and accrued interest. At December 31, 2019, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 196,908 , respectively. There was no non-current portion of convertible notes payable and accrued interest. At December 31, 2020, there was no non-current portion of the Notes payable and accrued interest. The Company will pay the Notes’ outstanding principal amount, together with interest at 6 % per annum, in cash on the Maturity Date to this Note’s registered holder. In the event the Company does not make, when due, any payment, when due, of principal or interest required to be made, the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the period following the due date of such payment, at a rate of ten percent ( 10 %) per annum. On February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of One Hundred Thousand and 00/100 Dollars ($ 100,000 ) on February 28, 2018 (the “Original Maturity Date”). The initial conversion rate will be $ 0.10 per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Company’s common stock’s fair market value is less than $ 0.10 per share. In that case, the conversion price shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 2,000,000 shares if FRH Group converts the entire Note subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and 00/100 Dollars ($ 400,000 ) on May 31, 2018 (the “Original Maturity Date”). The initial conversion rate will be $ 0.10 per share or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Company’s common stock’s fair market value is less than $ 0.10 per share. In that case, the conversion price shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 8,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 ) on November 30, 2018 (the “Original Maturity Date”). The initial conversion rate would be $ 0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below. For example, the Company’s common stock’s fair market value is less than $ 0.10 per share. In that case, the conversion price shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. On April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty Thousand and 00/100 Dollars ($ 250,000 ) on April 24, 2019 (the “Original Maturity Date”). The initial conversion rate will be $ 0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below. For example, the Company’s common stock’s fair market value is less than $ 0.10 per share. In that case, the conversion price shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares if the entire Note was converted, subject to adjustments in certain events. No fractional Share or scrip representing a fractional Share will be issued upon conversion of the Notes. F- 29 NOTE 7. Notes Payable – Related Party (continued) Convertible Notes Payable (continued) FRH Group Note Summary SCHEDULE OF NOTES PAYABLE Date of Note: 2/22/2016 5/16/2016 11/17/2016 4/24/2017 Original Amount of Note: $ 100,000 $ 400,000 $ 250,000 $ 250,000 Outstanding Principal Balance: $ - $ - $ - $ - Conversion Date (1) : 02/22/2021 02/22/2021 02/22/2021 02/22/2021 Interest Rate: 6 % 6 % 6 % 6 % Date to which interest has been paid: Accrued Accrued Accrued Accrued Conversion Rate on February 22, 2021: $ 0.10 $ 0.10 $ 0.10 $ 0.10 Floor Conversion Price: $ 0.05 $ 0.05 $ 0.05 $ 0.05 Number Shares Converted for Original Note: 1,000,000 4,000,000 2,500,000 2,500,000 Number Shares Converted for Interest: 29,117 111,000 61,792 55,000 (1) Note Extension – On 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, an entity also owned by Mr. Hong. Cares Act – Paycheck Protection Program (PPP Note) On May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($ 50,632 ) from the Promissory Note (“PPP Note”) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The funding of the PPP Note is conditioned upon approval of the Company’s application by the Small Business Administration (SBA) and Bank of America (“Bank”), receiving confirmation from the SBA that the Bank may proceed with the PPP Note. Suppose the SBA does not confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply for PPP Note forgiveness. In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under the PPP Note, including principal and interest (the “PPP Note Balance”). In such case, Bank will establish the terms for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance, the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP Note, and the maturity date of two (2) years from the funding date of the PPP Note. No principal or interest payments will be due before the Deferment Period, which is ten months from the end of the covered period. The Company plans to apply for PPP Note forgiveness. The PPP Note outstanding balance is $ 20,651 as of December 31, 2023. SBA Loan On May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 ). The installment payments will include the principal and interest of $ 707 monthly and begin Twelve (12) months from the promissory note date. The principal and interest balance will be payable Thirty (30) years from the promissory Note date. Interest will accrue at 3.75 % per annum and only on $ 144,900 funds advanced from May 22, 2020, the advance date. The SBA loan outstanding balance is $ 122,689 as of December 31, 2023. AJB Note On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’), 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%. 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. On December 27, 2023, the Company redeemed the Warrants on the following terms: i) the Company shall pay $ 100,000 to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter Agreement”); ii) the Company shall pay $ 100,000 to the Purchaser on or before January 26, 2024 (the “Second Repayment”); and the 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”). Economic Injury Disaster Loan (EIDL) The Small Business Administration offers the Economic Injury Disaster Loan program. The CARES Act changed the program to provide an emergency grant of up to $ 10,000 per business, which is forgivable like the PPP Note. The Company doesn’t have to repay the grant. On May 14, 2020, the Company received $ 4,000 in EIDL grants. The Company has recorded it as other income since the EIDL grant is forgivable. F- 30 NOTE 8. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases Irvine Lease, California, USA (Headquarter) Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is $95 per month compared to the previous rent payment or membership fee for the New York Office of $890 per month as the General and administrative expenses. Limassol, Cyprus Lease (Europe Office) From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s 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. Limassol, Cyprus Lease, Europe (Ecastica) From 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 expenses. Chelyabinsk, Russia (Terminated) From February 2020, this agreement continues every year upon written request by the Company. The Company uses the office for sales and marketing in Europe and Asia. From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for an eleven ( 11 ) month term. The office’s rent payment is $ 500 per month, and the Company has included it in the General and administrative expenses. From March 2020, this agreement continues on a month-to-month basis until the Company, or the lessor chooses to terminate by the agreement’s terms by giving thirty (30) days’ notice. The Company uses the office for software development and technical support. Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey. In April 2023, we relocated our personnel to Kazakhstan. Right-of-Use Assets and Lease Liabilities The 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: $ 39,683 . Lease liabilities are measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%) at the lease commencement date. The Operating Lease Liability was estimated to be $ 36,419 current and $ 3,264 noncurrent. The lease expense for the fiscal year ended December 31, 2023, consists of an operating lease expense of $ 42,390 . The Company 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. The 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. The Company has included all rental expenses in the General and Administrative costs. Employment Agreement The 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. Accrued Interest At December 31, 2023, and December 31, 2022, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $ 33,062 and $ 14,703 , respectively. Pending Litigation Management is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting any of the assets or any affiliate of the Company. Tax Compliance Matters From 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. F- 31 NOTE 9. STOCKHOLDERS’ DEFICIT Authorized Shares On February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares. As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $ .0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ .0001 per share. On February 17, 2022, 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 10, 2022 (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”): 1. To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan, the “Corporate Action”), and 2. To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”) On February 10, 2022, our Board unanimously approved the Corporate Actions. To eliminate the costs and management time for a special meeting and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”) and per our bylaws. On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent. The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s total issued and outstanding voting power. As of December 31, 2022, the Company had no equity compensation plans. On 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. On 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”): 1. To 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 2. To 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 3. To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”). F- 32 NOTE 9. STOCKHOLDERS’ DEFICIT (continued) Since 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. We expect 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. As of December 31, 2023, and December 31, 2022, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock, a par value of $ 0.0001 per share, and 500,000,000 shares of common stock, a par value of $ 0.0001 per share. As of December 31, 2023, and December 31, 2022, the Company had 388,584,729 and 211,275,550 , respectively, common shares issued and outstanding. As 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. As of December 31, 2023 and December 31, 2022, the Company had 1,800,000 and 0 Series B Preferred stock issued and outstanding. The 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. 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 for action. As a result, 1,800,000 Series B Preferred Shares represent a 0.25% voting percentage on a fully diluted vote per share basis. Series A Preferred Stock On December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding. 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. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani valued at 2,500,000 . The Company will receive $ 2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $ 1.00 per share. Series B Preferred Stock On 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. Common Stock On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders in consideration of services rendered to the Company. On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members of the Company. F- 33 NOTE 9. STOCKHOLDERS’ DEFICIT (continued) On March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 . The Company issued the securities with a restrictive legend. On March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $ 75,000 . The Company issued the securities with a restrictive legend. On March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of $ 50,000 . The Company issued the securities with a restrictive legend. On March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of $ 20,000 . The Company issued the securities with a restrictive legend. Ms. Eaglstein and Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, the CEO and Director of the Company. From July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $ 98,000 under its offering Memorandum, where the unit consists of one (1) share of common stock and one Class A warrant (See Note 11). On October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 . The Company issued the securities with a restrictive legend. On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight (8) consultants valued at $ 9,000 . From January 29, 2019 to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $ 4,950 . On February 26, 2019, the Company filed the Post-Effective Amendment No. 1 (the “Amendment”) related to the Registration Statement on Form S-1and its amendments thereto, filed with the U.S. Securities and Exchange Commission on November 22, 2017 and declared effective on August 7, 2018 (Registration No. 333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation (the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered for sale by the Registrant but were not sold prior to the termination of the offering made pursuant to the Registration Statement. At the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock that were offered for sale by the Registrant were not sold or issued. F- 34 NOTE 9. STOCKHOLDERS’ DEFICIT (continued) Effective June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc. (“Broker-Dealer” or “Kingswood Capital Markets”) of common stock at $ 0.25 per share for a total value of $ 686,263 . The Broker-Dealer is retained to provide general financial advisory to the Company for the next twelve months. The Company has expensed the prepaid compensation through the income statement following a regular straight-line amortization schedule over the contract’s life, which is for twelve months—when Kingswood Capital Markets presumably will produce benefits for the Company. On August 25, 2020, the Company and Broker-Dealer terminated all obligations other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer. The Broker-Dealer returned the 2,745,053 shares of the Company’s common stock as of December 31, 2020. On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 . The Company issued the securities with a restrictive legend. On January 31, 2021, the Company issued 2,300,000 restricted common shares for professional services to two (2) consultants valued at $ 621,000 . On 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, an entity also owned by Mr. Hong. On May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $ 350,000 . On June 02, 2021, the Company issued 1,750,000 restricted common shares for Genesis Agreement to a consultant valued at $ 437,500 . As the Genesis Agreement did not materialize, the Consultant returned the shares to the treasury. On June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 . On July 06, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 22,000 . On July 20, 2021, the Company issued 545,852 restricted common shares for professional services to a consultant valued at $ 98,253 . On October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 . The Company has not received the cash as of the date of the report. The Company issued 670,000 registered shares to White Lion as consideration shares valued at $ 80,400 . On October 5, 2021, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 164,250 . In November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 . On December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory Service Pty Ltd, Australia’s regulated wealth management company. In December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers, for services and software development valued at $ 169,500 . On January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 93,750 . F- 35 NOTE 9. STOCKHOLDERS’ DEFICIT (continued) From 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 . On January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’). 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 (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note. The AJB Warrants and the Shares, collectively 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 July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $ 9,475 . On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 . On September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S. Kundnani for services valued at $ 60,000 . On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 . On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 . On 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 . On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 . On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 . On 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. On December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB for redemption of warrants valued at $ 90,000 . NOTE 10. COMPREHENSIVE INCOME The Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. The following table shows the changes in AOCI by component for 2023 and 2022: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated Comprehensive Income: Cumulative Foreign Currency Translation Balance as of December 31, 2021 $ ( 706 ) Other comprehensive income (loss) attributed to ADS 18,250 Total other comprehensive income (loss) 18,250 Balance as of December 31, 2022 17,544 Other comprehensive income (loss), attributed to ADS 25,761 Other comprehensive income (loss), attributed to AML 208,618 Other comprehensive income (loss), attributed to APL ( 26,695 ) Total other comprehensive income (loss) 207,684 Balance as of December 31, 2023 $ 225,228 NOTE 11. WARRANTS 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 (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note. The AJB Warrants and the Shares, collectively known as the ‘Incentive Fee,’ are issued upon execution of the agreement. 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. F- 36 NOTE 12. INCOME TAXES 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. The Company calculates income taxes using the asset and liability method of accounting. We compute Deferred income taxes by multiplying statutory rates applicable to estimated future-year differences between the consolidated financial statement and tax basis carrying amounts of assets and liabilities. In 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). The 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. On 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. Therefore, 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. We 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. The income tax provision for FDCTech as a standalone is summarized as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Income Tax Deferred Tax Assets/Liability December 31, 2023 December 31, 2022 Book value Tax value Book value Tax value Income (Loss) per Books M-1 Differences: 230,010 48,302 ( 1,067,350 ) ( 224,144 ) Stock/options issued for services 176,525 37,070 476,746 100,117 Depreciation and amortization 236,413 49,647 162,945 34,218 Tax income (loss) 642,948 135,019 ( 427,659 ) ( 89,808 ) Prior Year NOL (exclude effect of state tax) ( 1,395,876 ) ( 293,134 ) ( 968,217 ) ( 203,325 ) Cumulative NOL ( 752,928 ) ( 158,115 ) ( 1,395,876 ) ( 293,134 ) SCHEDULE OF DEFERRED TAX ASSETS December 31, 2023 December 31, 2022 Net operating loss carry forwards 158,115 293,134 Stock/options issued for services 37,070 100,117 Depreciation and amortization 49,647 34,218 Valuation allowance ( 244,832 ) ( 427,469 ) Total - - Tax at statutory rate ( 21 %) 48,302 ( 224,144 ) State tax benefit, net of federal tax effect - - Change in valuation allowance ( 48,302 ) 224,144 Total - - In 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. F- 37 Note 12. Income Taxes (continued) We 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: 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. If 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. For the years ended December 31, 2023, and 2022, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions defined under ASC 740. Should such a position be identified in the future, and if the Company owes interest and penalties, these would be recognized as interest expenses and other expense, respectively, in the consolidated financial statements. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The Company has submitted and received acceptance of the United States Federal return for 2023 and 2022. The Company was not subject to tax examination by authorities in the United States before 2016. The State Franchise Tax return for 2023 and 2022 has been submitted and accepted by Delaware State Franchise Tax Board. Currently, the Company does not have any ongoing tax examinations. NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. NOTE 14. SUBSEQUENT EVENTS The Company had evaluated subsequent events through October 15, 2024, when these financial statements were available to be issued. On 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 Name Share Amount Value Mitchell M Eaglstein 150,000 $ 211,500 Imran Firoz 150,000 $ 211,500 FRH Group Corporation 50,000 $ 70,500 William B. Barnett 10,000 $ 14,100 Susan E. Eaglstein 10,000 $ 14,100 Gope S. Kundnani 50,000 $ 70,500 Total 420,000 $ 592,200 On 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 per share: Name Share Amount Value Gope S. Kundnani 70,922 $ 100,000 Gope S. Kundnani 70,922 $ 100,000 Total 141,844 $ 200,000 On 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. On 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 R. Hong. F- 38 NOTE 14. SUBSEQUENT EVENTS (continued) On 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. On 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”): 4. To 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 5. To 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 6. To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) In 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. In 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. In May 2024, Mitchell M. Eaglstein, CEO, was appointed as the CEO of Alchemy Markets Ltd. (AML) to oversee operations in Malta. F- 39 EXHIBIT INDEX Exhibit Item 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) F- 40