What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-12-31 compared with 2023-11-09 · 153 added, 213 removed, 179 unchanged (67% of the section changed)

12 unchanged sentences

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

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

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

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

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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.

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

regulatory approval.

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

the United States.

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

Cyprus, and reported infections globally.

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

measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement

of people, and other material limitations on our business.

These measures have resulted in work stoppages, absenteeism in the Company’s

labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future developments.

These developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of the outbreak

and the actions required to contain the coronavirus or treat its impact.

In particular, the spread of the coronavirus globally could

adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital,

which could harm our business, financial condition, and operation results.

we have three primary business segments:

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

Brokerage Business.

geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine.

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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 Turkey, 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.

& Software Development Business

the nine months ended September 30, 2024, and 2023, the Company had ten (10) and thirteen (13) licensing agreements for its Condor Pro

Multi-Asset Trading Platform.

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

to use the Condor Pro Multi-Asset Trading Platform.

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

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

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

The Company expects to commercialize the Condor Investing & Trading

App by the end of the first quarter of the 2025 fiscal year.

& Software Development Revenue & Gross Margins:

Nine months ended

September 30,

Nine months ended

September 30,

Cost of sales, $

Gross profit (loss), $

Gross Margins

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

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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) is an Australian-regulated wealth management company with 28 advisors and $530+ million in funds under

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 offers financial planners different

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

Management Revenue & Gross Margins:

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Gross profit (loss), $

Gross margin, %

& Software Development – Condor Trading Technology

Company has three sources of revenue.

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

Our proprietary

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

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

fintech-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 trading platform targeted at day traders and retail investors.

The industry characterized

such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end

(reporting system), news feeds, and charting system.

The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk,

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

We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, 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 thirteen (13) 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 European Securities

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

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

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

The Company expects to commercialize the Condor Investing & Trading

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

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 is currently not building the Robo Advice Platform.

& Software Development Revenue & Gross Margins:

Gross margins

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, acts as agent and principal,

and safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets.

It is authorized to do

business in several countries, including England, Scotland, Wales, and Northern Ireland.

(Trading) revenue & Gross Margins*:

Nine months ended

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Gross Margins

the nine months ended September 30, 2023, and 2022, the Company had sixteen (1) and six (6) active customers.

The increase in customers

increased Technology & Software Development Revenue for the three months ending September 30, 2023, compared to the previous period.

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%

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 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 September 30, 2023.

The Company closed Alchemy (Malta) transactions as of

September 30, 2023.

(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.

the nine and three months ended September 30, 2023, and 2022, the Company’s trading revenues were $1,955,382 and $0.

Brokerage – CIM Securities, LLC

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

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

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

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

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

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

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

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

a change of ownership in the CMA application.

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

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

Financial Summary

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21, 2016 (inception) to September 30, 2024.

For the nine months ending September 30, 2023, and 2022, the Company generated $6,957,666

and $4,597,097 in revenues.

At September 30, 2023, the Company had a cash balance of $1,231,766 and an accumulated deficit of $2,968,930.

For the nine months ended September 30, 2024, and 2023, the Company generated $18,178,864

and $6,949,183 in revenues, an increase of over 161.60%.

At September 30, 2024, and December 31, 2023, the Company had a cash balance

of $27,989,417 and $31,316,461 and an accumulated deficit of $3,488,102 and $2,643,647.

Condition at September 30, 2024

September 30, 2023, the accumulated deficit, cash balance, and working capital surplus were $2,968,930, $1,231,766, and $2,211,389, respectively.

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

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

Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash

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

As the Company increases its customer base globally,

it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023.

September 30, 2024, the accumulated deficit, cash balance, and working capital surplus were $3,488,102, $27,989,417, and $8,557,179,

respectively.

Condition at December 31, 2023

December 31, 2022, the accumulated deficit, cash balance, and working capital deficit were $4,335,053, $264,829, and 550,098, respectively.

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%.

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

As part of the AJB Note, the Company entered

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

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

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

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

are issued upon execution of the agreement.

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

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

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

do not believe that our cash balance is sufficient to fund our operations and growth;

as a result, the Company plans to raise additional

capital as disclosed in Subsequent Events.

December 31, 2023, the accumulated deficit, cash balance, and working capital surplus were $2,643,647, $31,316,461, and $7,460,959, respectively.

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

The Company has issued the Series

A Preferred stock to Kundnani.

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

Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of March 2025.

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

as disclosed in Subsequent Events.

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

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Months Ended September 30, 2024, compared with Three Months Ended September 30, 2023

the three months ended September 30, 2023, and 2022, the Company had sixteen (16) and seven (7) active customers.

Revenues generated

from the top three (3) customers represented approximately 79.11% and 85.71% of Technology and Software revenue for the three months

ended September 30, 2023, and 2022.

consolidated revenues for the three months ended September 30, 2024, and 2023 were $5,673,008 and $3,703,091, respectively.

three months ended September 30, 2023, and 2022, the Company incurred a net income and net loss of $638,084 and $226,065.

three months ended September 30, 2024, and 2023, the Company incurred a net loss and net income of $649,565 and $689,390.

total revenue breakdown for the three months ended September 30, 2024, and 2023 is below:

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Revenue Description

Wealth Management

Trading Revenue

Technology Solutions

Software Development & Consulting

the three months ended September 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of

Wealth Management

the three months ended September 30, 2024, and 2023, the Company incurred general and administrative costs (“G&A”) of

$2,754,088 and $674,737 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended September

30, 2023, is due to the rise in legal and professional fees, financing costs, ADS’, and Alchemy (Malta)’s g and a.

and a expenses were 44.09% and 21.23% of the revenue for the three months ended September 30, 2023, and 2022, respectively.

expenses were $0 and $19,032 for the three months ended September 30, 2023, and 2022, respectively, included in the Cost of sales.

The increase in G&A for the three months ended September

30, 2024, is due to the inclusion of G&A costs of all subsidiaries.

The G&A costs were 48.55% and 18.22% of the revenue for the

three months ended September 30, 2024, and 2023, respectively.

Amortization expenses were $93,541 and $0 for the three months ended September

30, 2024, and 2023, respectively, included in the Cost of sales.

rental expense was $10,861 and $11,039 for the three months ended September 30, 2024, and 2023, respectively.

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

Company incurred $383,777 and $568,450 in sales, marketing, and advertising costs (“sales and marketing”) for the three months

ended September 30, 2024, and 2023.

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months Ended September 30, 2024, compared with Nine Months Ended September 30, 2023

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

Revenues generated from

the top three (3) customers represented approximately 58.98% and 86.16% of Technology and Software revenue for the three months ended

September 30, 2023, and 2022.

consolidated revenues for the nine months ended September 30, 2024, and 2023 were $18,178,864 and $6,949,183, respectively.

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

total revenue breakdown for the three months ended September 30, 2023, and 2022 is below:

Three Months Ended

September 30,

Revenue Description

Wealth Management

Trading revenue

Technology Solutions

Software Development & Consulting

the three months ended September 30, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of

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

total revenue breakdown for the nine months ended September 30, 2024, and 2023 is below:

the nine months ended September 30, 2024, and 2023, the Company incurred general and administrative costs (“G&A”) of

$7,575,616 and $1,629,378 (excluding amortization expenses), respectively.

The increase in g and a costs for the three months ended September

30, 2023, is due to the rise in legal and professional fees, financing costs, ADS’, and Alchemy (Malta)’s g and a.

and a expenses were 37.19% and 24.45% of the revenue for the three months ended September 30, 2023, and 2022, respectively.

expense was $22,503 and $140,019 for the three months ended September 30, 2023, and 2022, respectively, included in the Cost of sales.

rental expense was $23,828 and $20,323 for the three months ended September 30, 2023, and 2022, respectively.

Company incurred $52,810 and $309,140 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 sales, marketing, and advertising expenses represented

0.76% and 6.72% of the sales for the fiscal year ending September 30, 2023, and 2022, respectively.

The increase in G&A for the nine months ended September

30, 2024, is due to the inclusion of G&A costs of all subsidiaries.

The G&A costs were 48.55% and 18.22% of the revenue for the

nine months ended September 30, 2024, and 2023, respectively.

Amortization expenses were $119,708 and $22,503 for the nine months ended

September 30, 2024, and 2023, respectively, included in the Cost of sales.

rental credit and expense were $27,195 and $23,828 for the nine months ended September 30, 2024, and 2023, respectively.

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 sales, marketing, and advertising expenses

represented 6.67% and 8.78% of the sales for the fiscal year ending September 30, 2024, and 2023, respectively.

AND CAPITAL RESOURCES

September 30, 2024, and December 31, 2023, we had a cash balance of $27,989,417 and $31,316,461, respectively.

At September 30, 2024, and December 31, 2023, the working capital surplus was $8,557,179 and $7,460,959, respectively.

The increase in the working capital surplus was mainly

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

generate a substantial portion of our operating income outside the United States, deemed indefinitely reinvested in foreign jurisdictions.

Consequently, as outlined under “Cash and Cash Equivalent,” most of our cash and short-term investments are held by our foreign

subsidiaries.

We do not intend to repatriate these funds and do not foresee a need.

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

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

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

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

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

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

These alternatives may result in higher

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

We have previously borrowed funds domestically and believe

we can continue doing so at reasonable interest rates.

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

and existing technology support to serve our customers.

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

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

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

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

Seed Funding in 2016

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

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

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

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

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

Public in 2019

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

The Company closed its offering effective February 26, 2019.

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

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

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

and SBA Funding in 2020

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

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

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

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

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

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

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

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

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

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

Agreement, Promissory Note, Related Party Investments in 2022

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

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

From October 2021 to February

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

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

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The Company did not raise any funds.

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

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

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

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

Party Investments and Acquisitions in 2023

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

AJB Note valued at $60,525.

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

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.

2 unchanged sentences

The Company terminated the escrow agreement and released $180,000 to increase cash on hand.

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

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

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

the Company for $5.5 million.

The Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of

CONCERN CONSIDERATION

current revenues cover our operating costs;

historically, we have yet to generate significant recurring revenues and operating income

from inception to September 30, 2023.

As of September 30, 2023, and December 31, 2022, the Company accumulated deficits of $2,968,930

and $4,335,053, respectively.

Our independent auditors included an explanatory paragraph in their report on the audited financial statements

for the fiscal year ended December 31, 2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding

concerns about our ability to continue as a going concern.

Our financial statements contain additional note disclosures describing the

circumstances that led to this disclosure by our independent auditors.

Our financial statements do not include any adjustments related

to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in

the company being unable to continue as a going concern.

have generated revenues of $18,178,864 and $6,949,183 for the nine months ended September 30, 2024, and the recent fiscal year ended

December 31, 2023.

As of September 30, 2024, and December 31, 2023, the accumulated deficit was $3,488,102 and $2,643,647.

Our independent

auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ending December 31,

2023, and 2022 regarding concerns about our ability to continue as a going concern.

Our financial statements contain additional note

disclosures describing the circumstances that led to this disclosure by our independent auditors.

Our financial statements do not include

any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities

that may result in the Company being unable to continue as a going concern.

Accounting Policies and Significant Judgments and Estimates

2 unchanged sentences

generally accepted accounting principles.

In preparing our financial statements, we are required

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

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

Our actual results could differ from these estimates, and such differences could be material and uncertain in the current economic environment

due to COVID-19.

In preparing our financial statements, we must make

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

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

more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for

the fiscal year ended December 31, 2020, filed with the SEC on April 6, 2020.

We evaluate our critical accounting estimates and judgments

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

the fiscal year ended December 31, 2023, filed with the SEC on October 15, 2024.

We continuously evaluate our critical accounting estimates

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

Act Accounting Election

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as a result, the Company may delay the adoption of certain accounting

standards until the standards would otherwise apply to private companies.

standards until the standards apply to private companies.

Sheet Arrangements and Contractual Obligations

have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B.

We did not have any

relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that

would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

We had no relationships

with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been

established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes.

Accounting Pronouncements

10 unchanged sentences

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 2. Management’s Discussion and Analysis