What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-10-15 · 182 added, 302 removed, 81 unchanged (86% of the section changed)

6 unchanged sentences

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

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

regulatory licenses, and a proven executive team.

The Company plans to acquire, integrate, transform, and scale legacy financial service

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.

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

legacy financial services companies.

The Company intends to build a diversified global software-driven financial services company.

Company plans to acquire, integrate, transform, and scale legacy financial service companies.

The Company replaces conventional legacy

software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience,

increase client retention, and realize cost synergies.

Company is a financial technology company specializing in developing and delivering innovative software solutions and business services

to the over-the-counter (OTC) brokerage and financial services industries.

The company provides a range of proprietary and third-party

technology solutions, including its flagship Condor Trading Technology , which supports multi-asset trading, risk management, and

pricing for forex, equities, commodities, and digital assets.

follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms.

Through its recent

acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services.

subsidiaries include:

Advisory Services Pty Ltd.

(ADS) – An Australian-regulated wealth management firm managing over $530 million in client

assets with a network of 28 financial advisors.

(AML) – A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering

trading services across multiple asset classes in various European markets.

Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment

advisory and brokerage services.

(ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries

and affiliated companies.

continues to drive innovation by developing next-generation trading platforms, such as the Condor Pro Multi-Asset Trading Platform ,

and expanding its market reach.

The company remains committed to leveraging proprietary technology and regulatory expertise to enhance

operational efficiencies and client engagement across global financial markets.

we have three primary business segments:

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

Brokerage Business.

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

and Brokerage

Brokerage (Europe) – Alchemy Markets Ltd.

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

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

Alchemy Markets Ltd.

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

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

Company assumed a business acquisition loan liability of $350,000 to purchase the controlling interest in AML.

The Company amended the Agreement in June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company closed the acquisition

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

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

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

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

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

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

AML trading platform services in the English,

French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked

derivatives in real time.

AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark,

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

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

In May 2024, Mitchell M.

Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd.

(AML) to oversee

operations in Malta.

the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring

€5.6 million in client equity.

The newly acquired clients are primarily German retail investors trading Contracts for Difference

(CFDs) and equities through the Gettex exchange.

This acquisition marks the Company’s official entry into the German retail market.

AML acquired 35 clients from a Cypriot-based brokerage, transferring over $800,000 in client equity.

Most of these

clients are French, helping the Company establish its foothold in the French market.

has also secured authorization in terms of Article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities

and money market securities, enabling the Company to provide stocks and interest-yielding products.

This authorization positions the

Company to grow its asset base on deposits and expand its product portfolio.

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $4,874,820 and $4,351,474, respectively.

For the fiscal

year ending December 31, 2023, the Company consolidated revenue of AML from December 1, 2023, to December 31, 2023, compared to the full

year for fiscal 2024.

Brokerage (UK) – Alchemy Prime Ltd.

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.

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

It provides investment advice, acts as an agent and principal,

safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business

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

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $13,928,364 and $664,579, respectively.

For the fiscal

year ending December 31, 2023, the Company consolidated revenue of APL from December 1, 2023, to December 31, 2023, compared to the full

year for fiscal 2024.

Kundnani (“Kundnani”) is the sole controlling shareholder, holding one hundred percent (100%)

shareholding in APHL.

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

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired a controlling interest of fifty-one percent (51.00%) of ADFP’s issued and outstanding shares

of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares.

operating and licensed entity of ADFP is AD Advisory Services Pty Ltd.

ADFP owns one hundred percent (100.00%) equity

interest in ADS.

As a result, the Company owns 51.00% of ADS.

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

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

Advisory Services Pty Ltd.

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

funds under advice.

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

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

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $6,498,404 and $5,927,424, respectively.

& Software Development – Condor Trading Technology

Company secures and earns revenues by signing an agreement with its customers.

The Company considers a signed agreement with its customers,

a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which the Company will

provide products or services as persuasive evidence of an arrangement.

Each agreement is specific to the customer and clearly defines

each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution,

and other clauses necessary for such a contract.

The material terms of customer contracts depend on the nature of services and solutions.

Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and

termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract.

Company is a technology provider and software developer for digital assets.

The Company does not mine any digital assets or trade or

act as a counterparty in digital assets in the United States.

Consequently, the Company does not intend to register as a custodian with

state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with the Financial

Crimes Enforcement Network (FinCEN) and respective State’s money transmission laws.

The Company also does not need to register

under the Securities Exchange Act of 1934, as amended, as a national securities exchange, an alternative trading system, or a broker-dealer

since the Company is not a broker-dealer nor does it intend to become a broker-dealer.

Customers sometimes compensate us in Bitcoin through

our custodian, Gemini Trust Company, LLC (“Gemini”).

Gemini is a licensed New York trust company that undergoes regular bank

exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services.

are a development company in the financial technology sector with limited operations.

The Company has prepared consolidated financial

statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in

the ordinary business course.

Company has no patents or trademarks on its proprietary technology solutions.

Company provides technology and software development for digital assets.

In the retail foreign exchange trading space, where individuals

speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers,

The Company generates revenues by licensing its trading technology infrastructure, including but not limited to trading platforms

(desktop, web, mobile), back office, and CRM and banking integration technology.

Company has three sources of revenue.

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

the retail foreign exchange trading space, where individuals speculate on the exchange rate between different currencies, our customers

are forex brokerages, prime of prime brokers, prime brokers, and banks.

The Company generates revenues by licensing its trading technology

infrastructure, including but not limited to trading platforms (desktop, web, mobile), back office, and CRM and banking integration

Company’s Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user

experience), back-end (reporting system), news feeds, and charting system.

The Condor Pro Multi-Asset Trading Platform includes risk

management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity

providers or market makers.

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

digital assets, and other financial products.

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

December 31, 2019.

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

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

Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by the 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 fourth quarter of the fiscal year ending December 31, 2025.

Company has no patents or trademarks on its proprietary technology solutions.

Sales & Marketing Service Provider (Cyprus)

March 19, 2024, the Company established Alchemytech Ltd.

(ATECH), a Cypriot company.

ATECH provides the Company’s subsidiaries

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

The Company has mandated ATECH to develop, market, and distribute the Condor Pro Multi-Asset Trading Platform to

qualified market participants, including brokers, professional traders, hedge funds, and other financial institutions.

Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the digital assets and blockchain space.

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design criteria and performance requirements.

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

The Condor Pro

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

The industry characterized

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

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

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

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

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

financial products.

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.

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

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

The Company expects to commercialize the Condor Investing & Trading App by the end of the fourth quarter of

the fiscal year ending December 31, 2024.

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

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

The Company did not commercialize the NFT Marketplace in the fiscal

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

Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering

to Australia’s wealth management industry.

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

Company does not mine any digital assets or trade or act as a counterparty in digital assets in the United States.

Consequently, the

Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service

business or money transmitter license with the Financial Crimes Enforcement Network (FinCEN) and respective State’s money transmission

The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange,

an alternative trading system, or a broker-dealer since the Company is not a broker-dealer, nor does it intend to become a broker-dealer.

Customers sometimes compensate us in Bitcoin through our custodian, Gemini Trust Company, LLC (“Gemini”).

Gemini is a licensed

New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department

of Financial Services.

Company has fourteen (14) licensing agreements for its Condor Pro Multi-Asset Trading Platform during the fiscal year ending December

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.

consolidated revenues for Technology and Software Development for the fiscal year ending December 31, 2024, and 2023 were $1,642,130

and $1,811,423, respectively.

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

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired a controlling interest of fifty-one percent (51.00%) of ADFP’s issued and outstanding shares

of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares.

operating and licensed entity of ADFP is AD Advisory Services Pty Ltd.

ADFP owns one hundred percent (100.00%) equity

interest in ADS.

As a result, the Company owns 51.00% of ADS.

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

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

Advisory Services Pty Ltd.

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

funds under advice.

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

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

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

Brokerage (Europe) – Alchemy Markets Ltd.

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

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

Alchemy Markets Ltd.

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

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in AML.

The Company amended

the Agreement to June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company closed the

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

has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet

AML provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years

ending November 30, 2021, and 2020.

AML has no liabilities other than (i) liabilities reflected in the financial statements and (ii)

liabilities incurred in the ordinary course of business from the balance sheet date.

PricewaterhouseCoopers (PwC) is the auditor of AML.

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

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.

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

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

AML trading platform services in the English, French,

German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives

in real time.

AML is authorized countries to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,

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

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

consolidated revenues for the fiscal year ending December 31, 2023, and 2022 were $4,351,474 and $0, respectively.

The Company has consolidated

revenue of AML from July 1, 2023, to December 31, 2023.

Brokerage (UK) – Alchemy Prime Ltd.

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.

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

Kundnani (“Control Person”) is

also a controlling shareholder in the Company.

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

It provides investment advice, acts as agent and principal, safeguards

and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business in several

countries, including England, Scotland, Wales, and Northern Ireland.

consolidated revenues for the fiscal year ending December 31, 2023, and 2022 were $664,579 and $0, respectively.

The Company has consolidated

APL’s revenue from December 1, 2023, to December 31, 2023.

of CIM Acquisition

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

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 initially convertible

into common stock at $0.10 per share but 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 should FRH decide to convert the entire note.

On February 22, 2021, the Company entered

into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four

FRH Group convertible notes, including interest, of $1,256,908 in return for issuing 12,569,080 of unregistered common stock of the Company

(the “Shares”) to FRH.

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

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 has not issued any securities to

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

provisions, covenants, or conditions.

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

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

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

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

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

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

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

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

Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.

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

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

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

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

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Warwick Kerridge from the Board of Directors.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

Kerridge, the Company currently had four members on its Board

of Directors.

Eaglstein shall be the acting Executive Chairman of the Company.

June 15, 2021, the Board of Directors of the Company increased the size of the Board from three to four directors and appointed Jonathan

Baumgart, age 39, as the Director.

Baumgart is independent under the Company’s independence criteria for members of its Board

of Directors.

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

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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 is 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.

November 30, 2021, Charles R.

Provini was considered independent under NYSE and NASDAQ listing standards.

30, 2021, Charles R.

Provini, a member of the Board of Directors of FDCTech, Inc.

(the “Company”), notified the

Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021.

not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices.

resignation of Mr.

Provini, the Company currently has three Board of Directors.

(the “Company”), notified the Company of

his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021.

Provini did not advise

the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Upon the resignation

Provini, the Company currently has three members of the Board of Directors.

September 30, 2022, the Company appointed Gope S.

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Kundnani, the

Company currently has four Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience building successful

businesses in the United States, the Middle East, and the United Kingdom.

Company currently has four members on its Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience

building successful businesses in the United States, the Middle East, and the United Kingdom.

From May 2018 to the present, Mr.

Kundnani was the founder

and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA).

was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct

Authority (FCA).

From December 2018 to the present, Mr.

Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized payments financial

services company regulated by the FCA.

Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized

payments financial services company regulated by the FCA.

From May 2004 to April 2008, Mr.

Kundnani was the Director of Tristar Group, responsible for investing

and acquiring small retail businesses in the Texas region.

Kundnani was the Director of Tristar Group,

responsible for investing and acquiring small retail businesses in the Texas region.

From February 1999 to the present, Mr.

Kundnani has been a partner and CEO

of Flexo Pack, a polyethylene product manufacturer with a global customer base.

Kundnani holds an undergraduate business degree from

Mulund College of Commerce, Mumbai, India.

Kerridge’s termination and Mr.

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

has been a partner and CEO of Flexo Pack, a polyethylene product manufacturer with a global customer base.

Kundnani holds an undergraduate

business degree from Mulund College of Commerce, Mumbai, India.

present, the Company has four members of the Board of Directors.

Eaglstein is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the company’s executive directors and

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

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

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

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 2021, and 2020 did not contain an adverse opinion or a disclaimer of opinion.

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

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

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

been the Company’s auditor since July 2021.

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

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

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

The reports of BF Borgers on the Company’s

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

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

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

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

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

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

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

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

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

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

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

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

During the period that Bolko was

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

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

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

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

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

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

Oyebola & Co (“Olayinka”) to serve as the Company’s independent registered public accounting firm, commencing July

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

Accountability Board (CPAB) in Canada.

to rounding, numbers presented in the financial statements for the period ending December 31, 2023, and 2022, and throughout the report,

may not add up precisely to the totals provided, and percentages may not reflect the absolute figures.

of Company’s Securities to be Registered

September 03, 2021, the Company incorporated by reference the description of its common stock, par value $0.0001 per share, to be registered

hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1

333- 221726), as initially filed with the Securities and Exchange Commission (the “Commission”) on November 22,

2017, as subsequently amended (the “Registration Statement”).

Since the Registration Statement filing, the Company has made

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

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 infections were

reported globally.

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

the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other

material limitations on trade.

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

other disruptions.

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

These developments

are highly uncertain.

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

to contain the coronavirus or treat its impact.

In particular, the spread of the coronavirus globally could adversely impact our operations

and workforce, including our marketing and sales activities and ability to raise additional capital, which could harm our business, financial

condition, and operation results.

Eaglstein and Imran Firoz are the company’s executive directors and officers.

Kundnani is considered an executive director

by owning at least 10% of the Company’s stock.

Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards.

Ukraine-Russia

5 unchanged sentences

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

We relocated our personnel to Turkey and Kazakhstan, which are considered neutral zones.

No individual associated with the

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

If the military activities worsen and expand in

Europe, we may relocate our office from Turkey to other neutral zones in Asia.

It 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.

If the military activities worsen and expand in Europe,

we may relocate our office from Turkey to other neutral zones in Asia.

If we cannot relocate our technical and development operations

to a safer zone, it may impact our software development capabilities and negatively impact the Company’s business plans.

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

2 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-K

Item 1. Business