What changed in this filing

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Item 1. Financial Statements

2024-12-31 compared with 2024-12-31 · 273 added, 236 removed, 1325 unchanged (28% of the section changed)

Financial Statements.

to Consolidated Financial Statements

Consolidated Balance Sheets as of September 30, 2024 (Unaudited), and December 31, 2023 (Audited)

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)

Consolidated Balance Sheets as of June 30, 2024 (Unaudited), and December 31, 2023 (Audited)

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)

Notes to the Consolidated Financial Statements

BALANCE SHEETS

September 30,

Current assets:

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Accrued expenses, related party

Accrued expenses, non-related party

Business acquisition loan

13 unchanged sentences

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 6,500,000 issued and outstanding, as of September 30, 2024, and December 31, 2023

Series B Preferred stock, par value $ 0.0001 , 3,500,000 shares authorized, 2,360,000 and 1,800,000 issued and outstanding, as of September 30, 2024, and December 31, 2023

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 6,500,000 issued and outstanding, as of June 30, 2024, and December 31, 2023

Series B Preferred stock, par value $ 0.0001 , 3,500,000 shares authorized, 2,360,000 and 1,800,000 issued and outstanding, as of June 30, 2024, and December 31, 2023

Preferred stock, value

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

390,584,729 and 388,584,729 shares issued and outstanding, as of September 30, 2024, and December 31, 2023

390,584,729 and 388,584,729 shares issued and outstanding, as of June 30, 2024, and December 31, 2023

Additional paid-in capital, common stock

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Three Months Ended

Nine Months Ended

September 30,

Six Months Ended

Technology & software

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( 1,118,534 )

( 1,162,780 )

Other income (expense):

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Income (loss) before provision for income taxes

( 1,045,275 )

Provision (benefit) for income taxes

Net income (loss)

( 1,045,275 )

Net income (loss) per common share, basic and diluted

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Total comprehensive income (loss)

( 1,047,699 )

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income (loss) attributable to FDCTech stockholders

( 1,076,325 )

accompanying notes to the financial statements

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Preferred stock

Accumulated other comprehensive income

other comprehensive income

Total Stockholders’

Three months ended September 30, 2023

Balance, June 30, 2023

Three months ended June 30, 2023

Balance, March 31, 2023

$ ( 4,439,560 )

Three months ended September 30, 2023

Three months ended June 30, 2023

Change in APIC due to common control

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Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2023

$ ( 139,048 )

$ ( 3,866,643 )

Three months ended September 30, 2024

Balance, June 30, 2023

$ ( 4,543,160 )

Three months ended September 30, 2024

Three months ended June 30, 2024

Balance, March 31, 2024

$ ( 1,814,907 )

Three months ended June 30, 2024

Common stock issued for cash valued at $ 0.0144

Increase in APIC due to shares issued at a discount

Change in APIC due to common control

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Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2024

( 1,045,275 )

Balance, June 30, 2024

$ ( 2,834,639 )

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

Accumulated other comprehensive income

other comprehensive income

Total Stockholders’

Nine months ended September 30, 2023

Six months ended June 30, 2023

Balance, December 31, 2022

$ ( 4,216,823 )

Nine months ended September 30, 2023

Six months ended June 30, 2023

Common shares issued for financing cost at $ 0.0114 per share

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Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2023

$ ( 139,048 )

Balance, June 30, 2023

$ ( 4,543,160 )

Nine months ended September 30, 2024

Six months ended June 30, 2024

Balance, December 31, 2023

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$ ( 2,643,647 )

Nine months ended September 30, 2024

Six months ended June 30, 2024

Series A Preferred canceled

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Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2024

Balance, June 30, 2024

$ ( 2,834,639 )

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STATEMENTS OF CASH FLOWS

September 30,

Nine months Ended

September 30,

Six Months Ended

Net income (loss)

$ ( 211,830 )

$ ( 368,561 )

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

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Fixed assets, net

Accrued expenses, non-related party

Acquired intangible assets

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Customer funds

( 8,643,333 )

Fair value of trading position, net

( 1,419,146 )

Operating lease

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$ ( 2,929,625 )

$ ( 805,896 )

Investing Activities:

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Net increase in cash

( 3,327,044 )

Cash at beginning of the period

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To comply with the BVI

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

The Company closed the

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

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

The Company closed the acquisition

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

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

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Company has three sources of revenue.

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

Our proprietary

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

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.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Customized Software

Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

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financial products.

Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform as of September 30, 2024.

Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform as of June 30, 2024.

The Company continuously

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

Sales & Marketing Service Provider (Cyprus)

March 2024, the Company established Alchemytech Ltd.

IT, Sales & Marketing Service Provider (Cyprus)

In March 2024, the Company established Alchemytech Ltd.

(ATECH), a Cyprus company.

ATECH provides the Company’s subsidiaries and affiliate

companies with information technology, sales, and marketing services.

ATECH provides the Company's subsidiaries

and affiliate companies with information technology, sales, and marketing services.

Equity Line of Credit

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

the year ended December 31, 2022, and in the subsequent period through September 30, 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

the year ended December 31, 2022, and in the subsequent period through June 30, 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

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or less of original maturities.

On September 30, 2024, and December 31, 2023, the Company had $ 27,989,417 and $ 31,316,461 cash and cash

equivalent held at the financial institution.

On June 30, 2024, and December 31, 2023, the Company had $ 31,806,857 and $ 31,316,461 cash and cash equivalent

held at the financial institution.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Receivable primarily represent the amount due from four (4) technology customers.

Receivable primarily represent the amount due from three (3) technology customers.

In some cases, the customer receivables are due immediately

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off at the point when they are considered uncollectible.

September 30, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the nine months ended September 30, 2024, and 2023.

June 30, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the six months ended June 30, 2024, and 2023.

Marketing, and Advertising

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

Company incurred $ 1,211,724 and $ 610,274 in sales, marketing, and advertising costs (“sales and marketing”) for the nine

months ended September 30, 2024, and 2023.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings,

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

The increase in sales and marketing expenses

is mainly due to the increase in promotional marketing costs for our brokerage business during the nine months ended September 30, 2024.

sales, marketing, and advertising expenses represented 6.67 % and 8.78 % of the sales for the nine months ended September 30, 2024, and

Company incurred $ 827,947 and $ 41,824 in sales, marketing, and advertising costs (“sales and marketing”) for the six months

ended June 30, 2024, and 2023.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing

on industry websites, press releases, and public relations activities.

The increase in sales and marketing expenses is mainly due to

the increase in promotional marketing costs for our brokerage business during the six months ended June 30, 2024.

sales, marketing, and advertising expenses represented 6.62 % and 1.29 % of the sales for the six months ended June 30, 2024, and 2023.

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

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Contracts with Customers (Topic 606), which includes the following steps:

the contract or contracts and subsequent amendments with the customer.

all the performance obligations in the contract and subsequent amendments.

the transaction price for completing performance obligations.

the transaction price to the performance obligations in the contract.

the revenue when, or as, the Company satisfies a performance obligation.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following

In addition to the above guidelines, the Company also considers implementing 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.

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.

Company accounts for a contract when the Company and the customer (‘parties’) have approved the contract and are committed

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

Solutions and services that are incapable of being distinct and distinct

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

Solutions and services that are not capable of being distinct and

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

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

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Performance Obligation is Typically Satisfied

Consulting Services

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

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Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

Technology Services

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

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

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

available to the customer.

The Company recognizes

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

Licensing agreements are typically one year in length with an option to cancel by giving notice;

have the right to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements

do not provide customers 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.

and build development software projects for customers, where the Company develops the project to meet the design criteria and performance

requirements specified in the contract.

customers have the right

to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements do not

provide customers 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.

Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work

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non-refundable upfront payment amounts.

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

transferring each promised good or service to the customer.

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

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

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

Company recognizes revenue when transferring the promised goods or services into the contract.

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.

Company recognizes revenue when or as it transfers the promised goods or services in the contract.

The Company considers the “transfers”

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For ADS, performance obligations

ongoing financial advisory services,

statements of advice,

portfolio rebalancing,

the purchase of insurance products, and

other specialized financial and estate planning services.

Providing ongoing financial

advisory services,

Preparing statements of

Executing portfolio rebalancing,

Facilitating the purchase

of insurance products, and

Offering other specialized

financial and estate planning services.

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

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on a trade-date basis.

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

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

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

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

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

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

the Company, Kundnani, and the current management make strategic and operational decisions for APL and AML (“Targets”).

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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2,351,192 (2)

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

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

As of June 30, 2022, £1

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

As of November 30, 2022,

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

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

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

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

indirectly through his ownership as an individual or through APHL.

This transaction is a legal organization change but not the reporting

The reporting entity remains the Company.

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.

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

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$ ( 2,276,019 )

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.

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 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

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.

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

overpaid tax to Commissioner Tax Revenue, Malta.

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.

The guarantee provided

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

Estimated overpaid tax

to Commissioner Tax Revenue, Malta.

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

Historical cost includes expenditures directly attributable to the Acquisition of the items.

depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated

useful lives.

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).

We calculate depreciation

using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.

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

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

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.

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.

net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities.

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.

Customer net trading deposits

funds placed with the Company by clients intended to trade FX, securities, or other investment activities.

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;

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.

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

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.

Short-term borrowings are

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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at a single financial institution.

The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30,

The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of June 30, 2024.

Most cash balances were held with non-FDIC financial institutions in Malta, the UK, and other countries.

On September 30, 2024,

and December 31, 2023, the Company had $ 27,989,417 and $ 31,316,461 cash and cash equivalent held at the financial institution.

the nine months ended September 30, 2024, and 2024, the Company generated $ 18,178,864 and $ 6,949,183 in revenues, an increase of over

On June 30, 2024, and December

31, 2023, the Company had $ 31,806,857 and $ 31,316,461 cash and cash equivalent held at the financial institution.

the six months ended June 30, 2024, and 2024, the Company generated $ 12,505,856 and $ 3,246,092 in revenues, an increase of over 285.26%

from the previous period.

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

Receivable primarily represent the amount due to four (4) active 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

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.

September 30, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the nine months ended September 30, 2024, and 2023.

Receivable primarily represent the amount due from three (3) active 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.

June 30, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the six months ended June 30, 2024, and 2023.

and Development (R and D) Cost

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

For the nine months ended

September 30, 2024, and 2023, the Company incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous period were based on

an evaluation of the technological feasibility costs of the Condor Investing and Trading App.

For the six months ended June

30, 2024, and 2023, the Company incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous period were based on an evaluation

of the technological feasibility costs of the Condor Investing and Trading App.

Company discloses a loss contingency if at least there is a reasonable possibility that a material loss has been incurred.

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as expenses incurred.

Please refer to subsequent events for potential legal claims and disputes after the period ending September 30,

Please refer to subsequent events for potential legal claims and disputes after the period ending June 30, 2024.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

There are no impairment charges on September

There are no impairment charges on June

30, 2024, and December 31, 2023.

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

expenses were $ 119,708 and $ 22,503 for the nine months ended September 30, 2024, and 2023, respectively, and the Company classifies such

cost as the Cost of Sales.

expenses were $ 26,167 and $ 22,503 for the six months ended June 30, 2024, and 2023, respectively, and the Company classifies such cost

as the Cost of Sales.

Company is developing the Condor Investing and Trading App.

The Company is currently capitalizing on costs associated with the development.

There were no R and D Costs for the nine months ended September 30, 2024, and 2023.

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

The Company is currently capitalizing costs associated with the development.

There were no R and D Costs for the six months ended June 30, 2024, and 2023.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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SCHEDULE OF EXCHANGE RATE

September 30,

exchange rate for the period:

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to select inputs for valuation techniques:

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.

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.

3 is an unobservable input.

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

It may include the company’s data, adjusted for other reasonably available information.

of a Level 3 input are an internally generated financial forecast.

Examples of a Level 3 input

are an internally generated financial forecast.

and Diluted Income (Loss) per Share

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

equivalents outstanding.

As of the nine months ended September 30, 2024, and 2023, the Company had weighted 389,639,674 and 322,336,860

Basic earnings per share (“EPS”)

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

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

and dilutive common share equivalents outstanding.

As of six months ended June 30, 2024, and June 30, 2023, the Company had weighted 389,159,315

and 333,584,729

basic and dilutive shares issued and outstanding.

the nine months ended September 30, 2024, common stock equivalents were anti-dilutive due to a net loss.

the six months ended June 30, 2024, and 2023, common stock equivalents were anti-dilutive due to a net loss.

Hence, they are not considered

in the computation.

the nine months ended September 30, 2023, common stock equivalents were dilutive due to a net profit.

Hence, they are considered in the

Reclassifications

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settlement of liabilities and commitments in the ordinary business course.

At September 30, 2024, and December 31, 2023, the accumulated

deficit was $ 3,488,102 and $ 2,643,647 , respectively.

At September 30, 2024, and December 31, 2023, the working capital surplus and the

deficit were $ 8,557,179 and $ 7,460,959 , respectively.

The increase in the working capital surplus was mainly due to the acquisition of

AML and APL, resulting in an increase of current assets over current liabilities as of September 30, 2024.

the nine months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $ 861,395 and $ 320,829 .

At June 30, 2024, and December 31, 2023, the accumulated deficit

was $ 2,834,639 and $ 2,643,647 , respectively.

At June 30, 2024, and December 31, 2023, the working capital surplus and the deficit were

$ 8,854,404 and $ 7,460,959 , respectively.

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

resulting in an increase of current assets over current liabilities as of June 30, 2024.

the six months ended June 30, 2024, and 2023, the Company incurred a net loss of $ 211,830 and $ 368,561 .

the fiscal year ended December 31, 2023, the Company has sustained recurring losses and negative cash flows from operations.

As of September

30, 2024, and December 31, 2023, the Company had $ 31,806,857 and $ 31,316,461 cash.

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CAPITALIZED SOFTWARE COSTS

the nine months ended September 30, 2024, and 2023, the estimated remaining weighted-average useful life of the Company’s capitalized

the six months ended June 30, 2024, and 2023, 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.

September 30, 2024, and December 31, 2023, the net capitalized software assets were $ 972,299 and $ 1,087,543 , respectively.

June 30, 2024, and December 31, 2023, the net capitalized software assets were $ 924,899 and $ 1,087,543 , respectively.

RELATED PARTY TRANSACTIONS

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June 24, 2016, the Company obtained an unsecured revolving line of credit from Bank of America to fund various purchases and travel expenses.

The line of credit has an average interest rate at the close of business on September 30, 2024, for purchases and cash withdrawals at

The line of credit has an average interest rate at the close of business on June 30, 2024, for purchases and cash withdrawals at 12 %

and 25 %, respectively.

As of September 30, 2024, the Company complies with the credit line’s terms and conditions.

As of June 30, 2024, the Company complies with the credit line’s terms and conditions.

At June 30, 2024,

and December 31, 2023, the outstanding balance was $ 27,576 and $ 60,742 , respectively.

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The PPP loan outstanding balance, including accrued interest at 1.00 %, is approximately $ 13,157 as of

September 30, 2024.

June 30, 2024.

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

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The SBA loan outstanding balance, including accrued interest, is $ 118,436

as of September 30, 2024.

as of June 30, 2024.

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

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

Company shall pay $ 100,000 to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter

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

the Company shall pay $ 100,000

to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter Agreement”);

the Company shall pay $ 100,000

to the Purchaser on or before January 26, 2024 (the “Second Repayment”);

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

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Effective January 1, 2023, the Company expenses $ 15,000 monthly to its CEO and

September 30, 2024, and December 31, 2023, the cumulative accrued interest for SBA and other loans defined as an accrued non-current

was $ 75,226 and $ 33,062 , respectively.

refer to subsequent events for potential legal claims and disputes after the period ending September 30, 2024.

Other than what is described

in the Subsequent Events, the management is unaware of any actions, suits, investigations, or proceedings (public or private) pending

against or threatened against or affecting any of the assets or affiliates of the Company.

June 30, 2024, and December 31, 2023, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $ 71,753

and $ 33,062 , respectively.

refer to subsequent events for potential legal claims and disputes after the period ending June 30, 2024.

Other than what is

described in the Subsequent Events, the management is

unaware of any actions, suits, investigations, or proceedings (public or private) pending against or threatened against or affecting

any of the assets or affiliates of the Company.

Compliance Matters

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capital stock (the “Approving Stockholders”):

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

common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan,

the “Corporate Action”), and

approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

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”),

To approve the Company’s

2022 Equity Plan (the “2022 Equity Plan”)

February 10, 2022, our Board unanimously approved the Corporate Actions.

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capital stock (the “Approving Stockholders”):

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

common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect

a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for

50 , to be determined by the Board of Directors, and

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

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

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

To approve the Company’s

2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

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

2 unchanged sentences

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.

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

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

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

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dollar as their functional currency.

following table shows the changes in AOCI by component for the three months ending September 30, 2024, and 2023:

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

following table shows the changes in AOCI by component for the three months ending June 30, 2024, and 2023:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

1 unchanged sentence

Currency Translation

Balance as of June 30, 2023

Balance as of March 31, 2023

Other comprehensive income (loss) attributed to ADS

1 unchanged sentence

Total other comprehensive income (loss)

Balance as of September 30, 2023

Balance as of June 30, 2023

Balance as of March 31, 2024

Other comprehensive income/(loss), ADS

3 unchanged sentences

Total other comprehensive income/(loss)

Balance as of September 30, 2024

following table shows the changes in AOCI by component for the nine months ending September 30, 2024, and 2023:

Balance as of June 30, 2024

following table shows the changes in AOCI by component for the six months ending June 30, 2024, and 2023:

Accumulated Comprehensive Income:

5 unchanged sentences

Total other comprehensive income (loss)

Balance as of September 30, 2023

Balance as of June 30, 2023

Balance as of December 31, 2023

4 unchanged sentences

Total other comprehensive income/(loss)

Balance as of September 30, 2024

Balance as of June 30, 2024

OFF-BALANCE SHEET ARRANGEMENTS

4 unchanged sentences

shall pay the community bank $ 100,000 in six equal installments of $ 15,000 and one final payment of $ 10,000 from April 2024 to November

December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy

Prime Holdings Limited) and FDCTech, Inc.

The nature of the legal claims or disputes has not been fully specified in the received correspondence.

The Company is assessing the situation and will respond appropriately.

While management cannot predict the outcome of these matters,

any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of

The Company intends to defend its interests vigorously and will provide further updates as material developments arise.

Company has evaluated subsequent events through the filing of this Form 10-Q and determined that no events would require adjustments

to our disclosures in the consolidated financial statements.

On December 23, 2023, the Company received legal correspondence

and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc.

The nature of

the legal claims or disputes has not been fully specified in the received correspondence.

The Company is assessing the situation and will

respond appropriately.

While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material

impact on the Company’s business, financial condition, and results of operations.

The Company intends to defend its interests vigorously

and will provide further updates as material developments arise.

The Company has evaluated subsequent events through

the filing of this Form 10-Q and determined that no events would require adjustments to our disclosures in the consolidated financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements