What changed in this filing

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Item 1. Financial Statements

2024-12-31 compared with 2023-11-09 · 827 added, 689 removed, 734 unchanged (67% of the section changed)

9 unchanged sentences

Accounts receivable, net of allowance for doubtful accounts of $ 22,382 and 21,526 , respectively

Other current assets

OID promissory note

Prepaid expenses – current

Subscription receivable

Loan receivable

Total Current assets

Fixed assets, net

Capitalized software, net

Acquired tangible assets

Investment through subsidiary

Accrued income

Acquired intangible assets

Related party guarantee

Tax receivable

Fair value of trading positions for the firm, profit

Right of use (lease)

Fixed assets, net

Liabilities and Stockholders’ Deficit

2 unchanged sentences

Line of credit

Payroll tax payable

Accrued expenses, related party

Business acquisition loan

Promissory note

Cares act- paycheck protection program advance

Related party advances

Customer funds

Fair value of trading positions for the firm, loss

Operating lease liability, current

Other current liabilities

Total Current liabilities

SBA loan – non-current

Deferred tax liabilities

SBA loan – non-current

Operating lease liability, non-current

Accrued interest – non-current

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Stockholders’ Deficit:

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

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, 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

Additional paid-in capital

Additional paid-in capital, common stock

Additional paid-in capital, preferred stock

Accumulated other comprehensive income

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STATEMENTS OF OPERATIONS

September 30,

Three Months Ended

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Wealth management

Trading revenue

Brokerage (Trading)

Total revenue

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Wealth management

Brokerage (Trading)

Total cost of sales

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Operating income (loss)

( 1,686,032 )

Other income (expense):

Gain on purchase

Other interest expense

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Income (loss) before provision for income taxes

( 1,002,849 )

Provision (benefit) for income taxes

Net income (loss)

( 1,002,849 )

Net income attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

$ ( 226,065 )

$ ( 974,984 )

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

Weighted average number of common shares outstanding basic and diluted

Other comprehensive income (loss):

Change in foreign currency translation

Total other comprehensive income (loss)

Total comprehensive income (loss)

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income (loss) attributable to FDCTech stockholders

accompanying notes to the financial statements

1 unchanged sentence

Preferred stock

Additional Paid-in

Accumulated Other Comprehensive

Accumulated other comprehensive income

Total Stockholders’

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$ ( 4,543,160 )

Common shares issued for cash valued at $ 0.01 per share

Common shares issued for services valued at $ 0.012 per share

Net income (loss)

Three months ended September 30, 2023

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2023

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$ ( 2,834,639 )

$ ( 3,649,885 )

Forex gain (loss) on consolidation

Net income (loss)

Three months ended September 30, 2024

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2024

$ ( 3,488,102 )

$ ( 2,968,930 )

accompanying notes to the financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

Additional Paid-in

Accumulated Other Comprehensive

Accumulated other comprehensive income

Total Stockholders’

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$ ( 4,216,823 )

Common shares issued for cash valued at $ 0.0625 per share

Common shares issued for services valued at $ 0.0625 per share

Common shares issued for cash valued at $ 0.05 per share

Common shares issued for cash valued at $ 0.0408 per share

Common shares issued for financing cost valued at $ 0.0323 per share

Common shares issued for cash valued at $ 0.0356 per share

Common shares issued for cash valued at $ 0.0395 per share

Forex gain (loss) on consolidation

Nine months ended September 30, 2023

Common shares issued for financing cost at $ 0.0114 per share

Common shares issued for cash valued at $ 0.0048 per share

Common shares issued for services valued at $ 0.012 per share

Net income (loss)

Common shares issued for services at $ 0.013 per share

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2023

$ ( 139,048 )

$ ( 3,866,643 )

Nine months ended September 30, 2024

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$ ( 2,643,647 )

Common shares issued for cash valued at $ 0.0114 per share

Common shares issued for cash value

Common shares issued for cash

Common shares issued for services valued at $ 0.0048 per share

Common shares issued for cash value

Common shares issued for services

Common shares issued for cash value

Common shares issued for cash valued at $ 0.013 per share

Common shares issued for cash

FX gain (loss) on consolidation

Common shares issued for services value

Common shares issued for financing cost

Net income (loss)

Balance, September 30, 2023

$ 333,584,729

Nine months ended September 30, 2024

Series A Preferred canceled

( 2,000,000 )

Series B issuances at $ 1.41 per share

Common stock issued for cash valued at $ 0.0144

Common stock issued for cash valued

Increase in APIC due to shares issued at a discount

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Balance, September 30, 2024

$ ( 3,488,102 )

accompanying notes to the financial statements

STATEMENTS OF CASH FLOWS

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

Software depreciation and amortization

Software amortization

Common stock issued for services

Acquired tangible assets

Series B Preferred issued for services

Accounts receivable allowance

Fixed assets, net

Acquired intangible assets

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Gross accounts receivable

OID Promissory Note

Loan receivable

( 1,187,686 )

Fixed assets, net

Accounts payable

Other current liabilities

OID of promissory note

Other current assets

Accrued interest

Increase in accrued payroll tax

Deferred tax liabilities

Customer funds

( 8,643,333 )

Fair value of trading position, net

( 1,419,146 )

Operating lease

Deferred taxes

Related party guarantee

( 1,674,581 )

Tax receivable by subsidiaries

Accrued income

Right of use of assets (lease)

Accrued expenses, related party

Net cash used in operating activities

3 unchanged sentences

Capitalized software

Effect of exchange rates

Business acquisition loan

Changes in paid-in capital

Net cash used in investing activities

$ ( 211,288 )

$ ( 174,225 )

Financing Activities:

Borrowing from (payments to) line of credit

Proceeds from promissory note

Net proceeds (payment to) from SBA loan

Business acquisition loan

Net proceeds from common stock

Promissory Note

Net proceeds from cares act - paycheck protection program

Net proceeds from SBA loan

Related party advances

Increase (decrease) in non-controlling interest

Forex gain (loss) on consolidation

Common stock issued for cash

Common stock issued for financing cost

Series A Preferred cancelation

Noncontrolling interest

Net cash provided by financing activities

Net increase (decrease) in cash

$ ( 566,018 )

Net increase in cash

( 3,327,044 )

Cash at beginning of the period

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Cash paid for interest

Common stock issued for note conversion

Non - cash investing and financing activities:

accompanying notes to the financial statements

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increase client retention, and realize cost synergies.

we have three primary business segments:

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

or Trading Revenue.

Management – AD Advisory Services Pty Ltd.

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

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statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.

Advisory Services Pty Ltd.

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

in funds under advice.

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

ADS offers financial planners

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

ADS’ revenues, cost of

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

Brokerage – Alchemy Markets Ltd.

(formerly known as NSFX Ltd.) Acquisition

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

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Alchemy Markets Ltd.

formerly known as NSFX Ltd., [(Alchemy (Malta)].

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

the Malta Financial Services Authority (MFSA).

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

the controlling interest in Alchemy (Malta).

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

Act requirement for the change of ownership.

The Company expects to consolidate the fair value of Alchemy (Malta)’s assets and

liabilities on or after February 28, 2023, but no later than June 30, 2023.

The Company closed Alchemy (Malta) transactions as of June

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

Alchemy (Malta) services its customers in

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

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

derivatives in real-time.

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

SCHEDULE OF BUSINESS ACQUISITIONS

Fair Value, $

Cash and cash equivalents (1)

Financial assets at fair value through profit and loss (2)

Receivables (3)

Fixed assets (4)

- Current liabilities (5)

- Deferred tax liabilities (6)

Net assets (A)

Purchase Price 50.10% (B)

Non-controlling interest (C), 49.90%

FDCTech gain on bargain purchase (A) – (B) – (C)

to the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 805, “Business Combinations,”

the accounting acquirer is the entity that obtains control of the acquiree.

We have determined that the Company is the accounting acquirer

based on the following factors:

relative voting rights.

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

therefore, we are the accounting

composition of the governing body.

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

composition of the senior management.

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

entities, that entity is likely the accounting acquirer.

have determined the method of accounting for the business combination.

The accounting acquirer applies the acquisition method and recognizes

the acquiree’s identifiable assets, liabilities, and any noncontrolling interest in the acquiree at their fair values as of the

acquisition date.

The fair values of Alchemy (Malta)’s assets and liabilities equal their carrying amounts.

Therefore, we did not

need any adjustments to the carrying amounts of these assets and liabilities on the Company’s balance sheet.

recognize cash and cash equivalents held by Alchemy (Malta) and deposits in bank accounts that can be accessed on demand or within

They are included in our cash and cash equivalents in the consolidated balance sheet as of June 30, 2023.

We hold client

funds held by Alchemy (Malta) in the normal course of business in a fiduciary capacity;

we do not include such funds in these financial

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

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

We determine financial assets at fair

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

Observable market prices or rates support

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

We categorize Alchemy (Malta)’s derivative

financial instruments as level 2.

(Malta)’s receivables mostly consist of amounts due from previous shareholders of New Star and are included in our accounts

receivable in the consolidated balance sheet as of June 30, 2023.

property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance

sheet as of June 30, 2023.

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

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

useful lives.

recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their

carrying amounts in the financial statements.

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

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

deferred tax is

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

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

Deferred tax is determined using tax rates

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

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

Acquisition Update

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

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

Company assumed 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 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.

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

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

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

$ 1,175,406 .

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

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

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

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

of CIM Acquisition

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

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BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

& Software Development

& Software Development – Condor Trading Technology

Company has three sources of revenue.

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

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Crypto Web Trader Platform, and other

fintech-related solutions.

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

Agreement (“Agreement”).

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

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

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 platform targeted at day traders and retail investors.

Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized

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

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

Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December

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

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

The Company continuously negotiates additional

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

Condor Pro Multi-Asset Trading

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

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

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

financial products.

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

The Company continuously

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

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

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

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App by the end of the second quarter of the fiscal year ending December 31, 2025.

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

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

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

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

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

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

of the Company

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

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

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

Alchemy Markets Ltd.

(formerly known as NSFX Ltd., Alchemy (Malta)).

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

the Malta Financial Services Authority (MFSA).

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

Act requirement for the change of ownership.

The Company expects to consolidate the fair value of Alchemy (Malta)’s assets and

liabilities on or after February 28, 2023, but no later than June 30, 2023.

The Company closed Alchemy (Malta) transactions as of June

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

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

Alchemy (Malta) services its customers in

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

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

derivatives in real-time.

of the FRH Group Note

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 issuing 12,569,080 of unregistered common stock of the Company (the “Shares”)

Following the Agreement, FRH assigned the Shares to FRH Group Corporation, which Mr.

Hong also owned.

of Acquisition of Genesis Financial, Inc.

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

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

According to the

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

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

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

Dollars ($ 35,000,000 ).

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

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

corporation (“Genesis” or “Seller”).

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

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

provisions, covenants, or conditions.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

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

Warwick Kerridge as the Board of Directors.

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

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

The Company authorized the action according to Section

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

Line of Credit

Management – AD Advisory Services Pty Ltd.

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 28 financial advisors and $530+ million in

funds under advice.

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

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

and Margin Brokerage Business (Malta and UK)

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

and professional clients, 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.

In May 2024, Mitchell M.

Eaglstein, CEO, was appointed as the CEO of Alchemy

(AML) to oversee operations in Malta.

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.

Sales & Marketing Service Provider (Cyprus)

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.

Equity Line of Credit

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

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an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement.

October 2021 to February 2022, the Company executed seven (7) “Purchase Notice Right” under an Investment Agreement with

White Lion and received a net of $ 111,244 after deducting financing costs associated with the Investment Agreement for the fiscal year

ending December 31, 2022.

Company also received a net amount of $ 81,000 from the related parties to fund its operations for the fiscal year ending December 31,

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

Act – Paycheck Protection Program (PPP Note)

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”).

No principal or interest payments will be due before the Deferment Period, which is ten months from the end of the covered period.

PPP Note was not forgiven.

The Company started paying off the PPP Note in August 2022.

The PPP loan outstanding balance, including accrued

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

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

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, including accrued interest, is $ 142,532

as of September 30, 2023.

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

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

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

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

From October 2021 to February

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Promissory Note

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

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

The Company paid off the AJB Note

in full in February 2023.

Party Investments in 2022 to 2023

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

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

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

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

a change of ownership in the CMA application.

The Company terminated the escrow agreement and released $ 180,000 to increase available

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

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

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

the Company for $ 5.5 million.

The Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of

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

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

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

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

July 6, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) increased from four to five directors and appointed

Provini, age 74, to the vacancy.

Provini is considered independent under NYSE and NASDAQ listing standards.

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.

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.

Provini has been a leadership instructor at the U.S.

Naval Academy, Chairman of the U.S.

Naval Academy’s Honor

Board, and a former Marine Corp.

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.

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

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

Company currently has four Board of Directors.

Eaglstein is the acting Chairman of the Company.

Eaglstein and

Imran Firoz are the Company’s executive directors and officers.

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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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Mulund College of Commerce, Mumbai, India.

Kerridge’s termination and Mr.

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

Eaglstein is the acting Chairman of the Company.

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

Kundnani is considered an executive director by owning the Company’s stock of at least 10%.

Jonathan Baumgart

is an independent director under NYSE and NASDAQ listing standards.

in Registrant’s Certifying Accountant

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

April 18, 2023, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of BFB as the Company’s

independent registered public accounting firm.

The reports of BFB on the Company’s consolidated financial statements for the fiscal

years ended December 31, 2022, and 2021 did not contain an adverse opinion or a disclaimer of opinion.

It was not qualified or modified

for uncertainty audit scope or accounting principles.

April 18, 2023, the Company appointed Bolko & Company (“Bolko”) as the Company’s new independent registered public

accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2023.

BFB has been the Company’s

auditor since July 2021.

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

(the “Company”) terminated its relationship

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

of April 18, 2023.

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

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

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

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

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

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

statements for such periods.

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

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

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

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

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

During the period that Bolko was

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

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

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

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

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

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 the Public

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections

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

Ukraine-Russia

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By the end of August 2022, the Company closed its technical support and development office

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

In April 2023, we relocated our personnel to Kazakhstan.

No individual associated with the Company is banned or under the Special Designated Nationals and Blocked Person list.

The relocation

may impact our software development capabilities and the Company’s business plans if we cannot relocate our technical and development

operations to a safer zone.

We relocated our personnel to Almaty, Kazakhstan, which is currently considered a neutral zone.

No individual associated with

the Company is banned or under the Special Designated Nationals and Blocked Person list.

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

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all intercompany balances and transactions.

The Company has prepared consolidated financial statements consistent with the accounting

The Company has prepared the consolidated financial statements consistent with the accounting

policies adopted by the Company in its financial statements.

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

Preparing consolidated financial statements conforming with GAAP requires management to make certain estimates,

judgments, and assumptions.

This could affect the reported amounts of assets and liabilities, the related disclosures at the date of

the consolidated financial statements, and the reported amounts of revenue and expenses during the periods presented.

Estimates include

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

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

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

estimates, judgments, and assumptions.

This could affect the reported amounts of assets and liabilities and the related disclosures at

the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the periods presented.

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

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

Actual results could materially differ from these estimates.

Actual results and

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

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

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

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

and Cash Equivalents

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or less of original maturities.

On September 30, 2023, and December 31, 2022, the Company had $ 1,231,766 and $ 264,829 cash and cash equivalent

held at the financial institution.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Receivable primarily represent the amount due from four (4) 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, 2023, and December 31, 2022, the Management determined that allowance for doubtful accounts was $ 134,487 and $ 123,987 ,

respectively.

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

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.

Marketing, and Advertising

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

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

ended September 30, 2023, and 2022.

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

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

The decrease in expense is primarily due to the reduction

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

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

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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 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.

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.

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

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adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a

promised change in goods/services.

change in goods/services promised.

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

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Performance Obligation is Typically Satisfied

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

solutions, and lead generations.

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

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

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

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

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

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

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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.

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

the Company enters into a contract with a customer with an original term of one year and expects the customer to renew for a second year,

the Company would determine the transaction price 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.

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.

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

The Company considers the “transfers”

of the promised goods or services when the customer obtains control of the goods or services.

The Company considers a customer “obtains

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.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

for those services.

If we receive payments before services, we defer and recognize them as revenue when satisfied with our performance

Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor.

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

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

and capital markets.

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

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

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

insurance product commissions, and other financial planning activities.

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

practices and are identified when both parties approve the agreement;

each party can identify rights regarding the goods or services

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

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

For ADS, performance obligations

ongoing financial advisory services,

statements of advice,

portfolio rebalancing,

the purchase of insurance products, and

other specialized financial and estate planning services.

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

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

promises in the contract.

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

to the Customer.

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

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

of a revenue reversal.

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

its standalone selling price.

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

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

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

to the Customer.

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

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

The pattern of revenue recognition

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

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

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

If we receive payments before services, we defer and recognize

them as revenue when satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory accounts

for which we are the licensed investment advisor.

We bill advisory fees weekly.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Margin Brokerage Business

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

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

Malta Financial Services Authority (MFSA) regulates Alchemy Malta

with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,

Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia,

Slovenia, Spain, Sweden.

Financial Conduct Authority (FCA) regulates Alchemy UK with authorized countries such as England, Scotland,

Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

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

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

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

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

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

A professional client is an entity

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

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

a professional client or an eligible counterparty.

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

and make investment decisions.

recognize Brokerage (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

Brokerage (Trading) revenues.

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

Brokerage (Trading) revenue

comprises Brokerage (Trading) revenue from the retail OTC business and advisory business.

OTC trading includes forex trading (“forex”),

precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products.

realize gains or losses when we liquidate customer transactions.

We revalue unrealized gains or losses on trading positions at prevailing

market rates at the date of the balance sheet.

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

on the Consolidated Balance Sheets.

We record changes in net unrealized gains or losses in Brokerage (Trading) revenue on the Consolidated

Statements of Operations and Comprehensive (Loss)/Income.

We record Brokerage (Trading) revenue on a trade date basis.

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

We book these revenues

on a trade-date basis.

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

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

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

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

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

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

30, 2023 (“Acquisition Date”) from Alchemy Prime Holdings Ltd.

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

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

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

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

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

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

The Seller is a UK entity, with

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

financial assets (book value) of the targets.

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

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

Closing Acquisition Consideration Breakdown

B Preferred convertible stock Issued for Purchase of APL and AML

SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN

Net Financial Assets

Purchase Price ($)

Type of Shares

Price per Shares

Local Currency

1,362,594 (1)

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

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.

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

entities in the following situations:

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

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

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

Kundnani meets these criteria.

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

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

We determine the Company an accounting

acquirer based on the following facts:

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

of the combined Company;

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

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

As such, we have

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

The Company will present

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

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

Comparatively, we have identified Targets

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

party, the Company, immediately before the Acquisition.

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

goodwill that would typically follow a standard business combination.

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

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

in the Company’s equity.

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

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

financial statements on December 31, 2023.

Purchase Price Allocation

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

SCHEDULE OF PURCHASE PRICE ALLOCATION

Book Value, $

Cash and cash equivalents (1)

Financial Assets through profit and less (2)

Related party guarantee (3)

Accrued income

Tax receivable (4)

Capitalized software, net

Fixed assets (5)

Total assets:

Accounts Payable (6)

Financial liability at fair value through profit and loss (7)

Current liabilities - Creditors (11)

Related party advances

Customer funds (8)

Deferred tax liabilities (9)

Total liabilities

Net assets, (A)

Accumulated other comprehensive income (loss), (B)

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

Increase in APIC (A) – (B) – (C)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

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

Book Value, $

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

Fixed assets (2)

Total assets:

Deferred Tax (9)

Current liabilities - Creditors (10)

Customer funds (8)

Related party advances

Total liabilities

Net assets (A)

Accumulated other comprehensive income (loss), (B)

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

Increase in APIC (A) – (B) – (C)

$ ( 2,276,019 )

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 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.

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).

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.

We categorize AML’s derivative financial instruments as level

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.

We include deferred tax liabilities in our consolidated balance sheet as of November

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations

of Credit Risk

Company maintains its cash balances at a single financial institution.

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

2023, and December 31, 2022.

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

September 30, 2023, and 2022.

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

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

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

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

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

September 30, 2023.

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

ending September 30, 2023.

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

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.

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

respectively.

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

and 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 September 30,

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

161.60% from the previous period.

The revenues mostly comprised three primary business segments:

(1) Technology and Software Development,

(2) 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.

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 Three Months ended

September 30, 2023, and 2022, the Company incurred no R and D costs.

The R and D costs in the previous period were due to evaluating

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

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.

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

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

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

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

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

the Company records the minimum estimated liability.

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

as expenses when incurred.

The Company is currently not involved in any litigation.

as expenses incurred.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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cost as the Cost of Sales.

Company is developing the Condor Investing and Trading App and NFT Marketplace.

The Company is currently capitalizing the costs associated

with the development.

The Company spent $ 15,600 in R and D costs in the fiscal year ended December 31, 2021, to evaluate the technical

feasibility of the Condor Investing and Trading App.

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

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

feature should be recognized as a separate component of equity.

The cash conversion guidance applies to all convertible debt instruments

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

separately accounted for pursuant to ASC 815.

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

as a beneficial conversion feature (“BCF”).

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

with Conversion and Other Options.

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

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

Currency Translation and Re-measurement

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

have translated the local currency of ADS, the Australian Dollar (“AUD”), and the Euro (“EUR”) as some of our

clients pay in EUR;

we have cash balances in EUR into US$1.00 at the following exchange rates for the respective dates.

rate at the reporting end date:

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 the 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

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:

exchange rate at the reporting end date:

SCHEDULE OF EXCHANGE RATE

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exchange rate for the period:

July 1, 2023, to

September 30, 2023

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

Foreign currency exchange rate, translation

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

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

currency is the US dollar.

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

Company translates its records into USD as follows:

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equivalents outstanding.

As of September 30, 2023, and December 31, 2022, the Company had 333,584,729 and 211,275,550 basic and dilutive

shares issued and outstanding.

The Company converted the four FRH Group convertible notes into 12,569,080 dilutive shares.

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

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

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

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

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.

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

have reclassified certain prior period amounts to conform to the current year’s presentation.

None of these classifications impacted

reported operating loss or net loss for any period presented.

have reclassified certain amounts from the prior period to conform to the current year’s presentation.

None of these classifications

impacted reported operating or net loss for any presented period.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

The working capital deficit decreased mainly due to the lower cash balances compared

to the previous period, decreasing current assets.

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

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

As of September 30, 2023, and December

31, 2022, the Company had $ 1,231,766 and $ 264,829 cash.

The Management believes that future cash flows may not be sufficient for the

Company to meet its debt obligations as they become due in the ordinary course of business for twelve (12) months following September

Even though the Company’s revenues have increased considerably following the acquisition of ADS, we continue to experience

a low gross and net margin from current operations.

As a result, the Company continues to experience negative cash flows from operations

and the ongoing requirement for substantial additional capital investment to develop its financial technologies.

The Management expects

that it will need to raise significant additional capital to accomplish its growth plan over the next twelve (12) months.

The Management

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

However, there can be no assurance about the availability

or terms of such type of financing, and capital might be available.

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

second half of fiscal 2023.

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

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 .

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 $ 27,989,417 and $ 31,316,461 cash.

The Management believes that future cash flows at

the current rate are 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, 2025.

The Company continues to increase its cash flows from operations from the acquisition

of AML and APL.

The Management expects that it will need to raise significant additional capital to accomplish its growth plan through

acquisitions over the next twelve (12) months.

The Management expects to seek additional funding through private equity or public markets.

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

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

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statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification

of liabilities that might be necessary should the Company not continue as a going concern.

of liabilities that might be necessary if the Company cannot continue as a going concern.

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

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its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2024.

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.

The Company paid off the outstanding

loan in February 2023.

CAPITALIZED SOFTWARE COSTS

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

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

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

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

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

RELATED PARTY TRANSACTIONS

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.

the fiscal year ended December 31, 2021, and 2020, FRH Prime has generated volume rebates of $ 0 and $ 1,861 from the Condor Risk Management

Back Office Platform.

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

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

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.

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 .

Eaglstein and Mr.

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

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

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

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

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

also owned by Mr.

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

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

2 unchanged sentences

Kundnani is the director and owner of APL.

January 2023, the Company issued 115,000,000 common stock for cash consideration of $ 550,000 to Gope S.

Kundnani, the director of the

September 30, 2023, FDCTech, Inc.

(“FDC” or the “Company,” OTCQB:

FDCT) signed the definitive agreement with

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

(Alchemy UK), and 49.90 %

of Alchemy Markets Ltd.

(Alchemy Malta).

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

outstanding shares of Alchemy Malta.

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

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

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

and employees of Alchemy Group, for the acquisition.

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

manage the Company’s operations.

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

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

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Director of the Company.

As of September

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

and 1,000,000 shares, respectively.

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

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

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

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

in exchange for 833,621 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred stock to APHL.

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

As a result, the Company now

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

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

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

The Company did not exchange cash in the transaction.

has issued the Series B Preferred stock APHL.

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

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

FDCTech has issued the Series A Preferred

stock to Kundnani.

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

FDCTech has issued the Common stock to Kundnani.

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

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

January 4, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

January 2024, the Company issued 150,000 Series B preferred stock to Mitchell M.

Eaglstein, CEO and Director, for services valued at

$ 1.41 per share.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per

January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 10,000 Series B preferred stock to William B.

Barnett, Esq, for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E.

Eaglstein for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S.

Kundnani for services valued at $ 1.41 per share.

January 30, 2024, the Company’s board of directors adopted and approved 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.

LINE OF CREDIT

of 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 at the close of business on March 31, 2022, for purchases and cash

withdrawals at 12 % and 25 %, respectively.

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

12 % and 25 %, respectively.

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

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

30, 2024, and December 31, 2023, the outstanding balance was $ 30,755 and $ 60,742 , respectively.

NOTES PAYABLE

Notes Payable – Related Party

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

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

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.

December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 256,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2019, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 196,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2020, there was no non-current portion of the Notes payable and accrued interest.

Company will pay the Notes’ outstanding principal amount and 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.

NOTES PAYABLE (continued)

Notes Payable – Related Party

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.

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.

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.

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.

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.

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.

NOTES PAYABLE (continued)

Group Note Summary

SCHEDULE OF NOTES PAYABLE

Date of Note:

Original Amount of Note:

Outstanding Principal Balance:

Conversion Date (1) :

Interest Rate:

Date to which interest has been paid:

Conversion Rate on February 22, 2021:

Floor Conversion Price:

Number Shares Converted for Original Note:

Number Shares Converted for Interest:

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.

the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity also owned by Mr.

Act – Paycheck Protection Program (PPP Note)

7 unchanged sentences

the PPP Note, including principal and interest (the “PPP Note Balance”).

In such case, the Bank will establish the terms

for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance,

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

25 unchanged sentences

The Company paid off the loan in February 2023.

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

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

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

27, 2023 (the “Share Issuance”).

Injury Disaster Loan (EIDL)

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Facility and Other Operating Leases

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

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

As per the Commitment Term

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

also known as “Renewal Term”).

Lease, California, USA (Headquarter)

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

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

Term, also known as “Renewal Term”).

The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”

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The Company is

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

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

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

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

rent payment is $ 1,750 per month;

included in the General and administrative expenses.

entitled to use the office and conference space if needed.

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

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

Cyprus Lease (Europe Office)

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

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

From July 2023 to the present, the Company

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

The office’s monthly rent payment

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

From July 2023 to the present, the Company leased

office space for its CEO.

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

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

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

Cyprus Lease, Europe (Ecastica)

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

This space was

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

The monthly rent payment for this office was

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

These expenses were included in the general and administrative

Russia (Terminated)

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

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our personnel to Kazakhstan.

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

for our rental leases.

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

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 still needs to formalize performance bonuses and other incentive plans.

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 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.

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, 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

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.

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

or affecting any of the assets or any affiliate of the Company.

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.

Compliance Matters

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

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

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

in the aggregate amount of $ 238,701 , and we have included it in the General and administrative expenses.

inception to date, the Company’s officers have been paid as independent contractors.

As a result, as of December 31, 2023, the

Company believes payroll tax liabilities are not estimated.

The Company’s federal taxes are acceptable to Internal Revenue Services.

STOCKHOLDERS’ EQUITY (DEFICIT)

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Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s total issued and outstanding voting

of September 30, 2023, and December 31, 2022, the Company’s authorized capital stock consists of 10,000,000 shares of preferred

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

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

In order to eliminate the costs and management time involved

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

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

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

and our bylaws.

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

The Approving Stockholders

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

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

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

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

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

capital stock (the “Approving Stockholders”):

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

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

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

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

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

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

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

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

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

and the accompanying notice are mailed to our stockholders.

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

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

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

stock, a par value of $ 0.0001 per share, and 500,000,000 shares of common stock, a par value of $ 0.0001 per share.

of September 30, 2023, and December 31, 2022, the Company had 333,584,729 and 211,275,550 , respectively, common shares issued and outstanding

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

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

The preferred shares have no other rights, privileges, and

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

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

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

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

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

The preferred shares have no other rights, privileges,

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

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

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

of such shares.

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

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

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

A Preferred Stock

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

Firoz, and Felix R.

Hong (FRH Group) as the founders in consideration of services rendered to the Company.

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.

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

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and 1,000,000 shares, respectively.

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

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

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

January 30, 2024, the Company’s board of directors adopted and approved 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.

B Preferred Stock

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

AML and 100 % of APL.

January 4, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M.

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per

January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 10,000 Series B preferred stock to William B.

Barnett, Esq, for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E.

Eaglstein for services valued at $ 1.41 per share.

January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S.

Kundnani for services valued at $ 1.41 per share.

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.

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

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The Company issued the securities with a restrictive legend.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein

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Eaglstein and Mr.

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

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

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

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the securities with a restrictive legend.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight (8) consultants valued at $ 9,000 .

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(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.

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.

for sale by the Registrant but were not sold before the termination of the offering made according to the Registration Statement.

the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock offered for sale by the

Registrant were not sold or issued.

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

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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.

advisory to the Company for 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.

October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 .

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

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

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, an entity also owned by Mr.

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

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

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

an entity also owned by Mr.

May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $ 350,000 .

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

June 02, 2021, the Company issued 1,750,000 restricted common shares for Genesis Agreement to a consultant valued at $ 437,500 .

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October 5, 2021, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 164,250 .

October 2021 to November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 .

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire 51 % controlling interest in AD Advisory

November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 .

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.

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and software development valued at $ 169,500 .

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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

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

As of March 31, 2022, all AJB Warrants are out-of-money

and not exercised.

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $ 9,475 .

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

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

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

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

The Company closed the private placement

effective December 15, 2017.

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

The Company issued the securities with a restrictive legend.

About the Warrants Outstanding During Fiscal 2022 Follows

SCHEDULE OF WARRANTS ACTIVITY

at December 31, 2020

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

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

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

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

gives notice of redemption.

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

fixed for redemption.

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

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

no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

of this report’s date, holders have not exercised Class A Warrants, and all have expired.

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.

December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB to redeem warrants valued at $ 90,000 .

May 9, 2024, the Company issued 2,000,000 shares for a cash value of $ 20,000 .

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

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

As of March 31, 2022, all AJB Warrants are out-of-money

and not exercised.

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

restricted common stock to AJB Capital to redeem warrants valued at $ 90,000 .

In addition, the Company paid $ 100,000 to AJB Capital, and

the remaining $ 100,000 was paid in January 2024.

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries that do

not use the U.S.

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

Accumulated Comprehensive Income:

Cumulative Foreign

Currency Translation

Balance as of June 30, 2023

Other comprehensive income (loss) attributed to ADS

Other comprehensive income (loss) attributed to AML

Total other comprehensive income (loss)

Balance as of September 30, 2023

Balance as of June 30, 2024

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

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:

Accumulated Comprehensive Income:

Cumulative Foreign

Currency Translation

Balance as of December 31, 2022

Other comprehensive income (loss) attributed to ADS

Other comprehensive income (loss) attributed to AML

Total other comprehensive income (loss)

Balance as of September 30, 2023

Balance as of December 31, 2023

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of September 30, 2024

OFF-BALANCE SHEET ARRANGEMENTS

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SUBSEQUENT EVENTS

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 $ 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.

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