What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-10-15 · 277 added, 301 removed, 204 unchanged (74% of the section changed)

20 unchanged sentences

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.

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 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 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.

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

The war between the

two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed additional

sanctions on Russia and specific individuals.

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

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

No individual associated with the Company is banned

or under Special Designated Nationals and Blocked Person list.

If the military activities worsen and expand in Europe, we may relocate

our office from Turkey to other neutral zones in Asia.

If we cannot relocate our technical and development operations to a safer zone,

it may impact our software development capabilities and negatively impact the Company’s business plans.

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

& Software Development Business

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, 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”), and FX/OTC liquidity solutions.

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.

the fiscal year ending December 31, 2023, and 2022, the Company had seventeen (17) and 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

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.

& Software Development Revenue & Gross Margins:

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

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

and Brokerage (Europe 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, 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.

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

It provides investment advice, acts as an agent and

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

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

and Brokerage (Trading Revenues) & Gross Margins*:

Cost of sales, $

1 unchanged sentence

Gross Margins

The Company consolidated AML’s revenues from July 1, 2023, to December 31, 2023.

The Company has consolidated APL’s revenue

from December 1, 2023, to December 31, 2023.

Management Business

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.

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

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

According to the Agreement, the Company acquired 51% of ADFP’s issued and outstanding shares of capital stock in exchange for

45,000,000 (the “Consideration”) newly issued “restricted” common shares.

The operating and licensed entity

of ADFP is AD Advisory Services Pty Ltd.

ADFP owns one hundred percent (100%) equity interest in AD Advisory Services Pty Ltd

As a result, the Company is a 51% owner of ADS.

Our wealth management business, AD Advisory Services (ADS), is

subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia.

The Australian Securities and

Investments Commission (ASIC) administers a licensing regime for financial services providers.

ADS holds an Australian Financial

Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.

Advisory Services Pty Ltd.

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

funds under advice.

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

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

(ADS) 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.

Management Revenue & Gross Margins:

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Cost of sales, $

1 unchanged sentence

Gross Margins

and Margin Brokerage Business (Europe and UK)

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 October 15, 2024, 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

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.

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.

APL is an investment firm regulated by the Financial Conduct Authority

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.

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.

Trading Revenue & Gross Margins*:

Fiscal year ended

December 31, 2022

& Software Development Business

the nine months ended December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) licensing agreements for its Condor

Pro Multi-Asset Trading Platform.

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

to use the Condor Pro Multi-Asset Trading Platform.

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

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.

Sales & Marketing Service Provider (Cyprus)

On March 19, 2024, the Company established Alchemytech

(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.

& Software Development Revenue & Gross Margins:

Cost of sales, $

1 unchanged sentence

Gross Margins

The Company consolidated AML’s revenues from July 1, 2023, to December 31, 2023.

The Company has consolidated APL’s revenue

from December 1, 2023, to December 31, 2023.

Acquisition Termination

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.

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

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

shareholder value.

Acquisition Termination

April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa.

As part of the termination, the Company

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

to November 2024.

Financial Summary

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.

The Company generated $21,617,200 in revenues from January 21, 2016 (inception) to December 31, 2023.

For the fiscal year ending December

31, 2023, and 2022, the Company generated $12,754,900 and $6,453,732 in revenues, an increase of over 101.81%.

At December 31, 2023, the

Company had a cash balance of $31,316,461 and an accumulated deficit of $2,643,647.

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.

For the fiscal year ending December 31, 2024, and 2023, the

Company generated $26,943,718 and $12,754,900 in revenues, an increase of over 111.24%.

December 31, 2024, the Company had a cash balance of $24,781,389 and an accumulated deficit of $2,563,620.

Condition at December 31, 2024

On December 31, 2023, the accumulated deficit, cash balance, and working

capital deficit were $2,643,647, $31,316,461, and $11,260,603, 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 April 2024.

December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,563,620, $24,781,389, and $9,417,247, respectively.

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

3 unchanged sentences

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

the fiscal year 2024.

Condition at December 31, 2023

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

The 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.

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

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 April 2024.

OF OPERATIONS

the fiscal year ending December 31, 2024, compared to the fiscal year ending December 31, 2023

The revenues generated for the fiscal year ending December 31, 2023, and

2022 were $12,754,900 and $6,453,732, respectively.

The increase in revenue was mainly due to the consolidation of AML’s trading

revenue as of June 30, 2023.

During the fiscal year ending December 31, 2023, and 2022, the Company incurred a net profit and a net loss

of $1,573,176 and $1,069,267.

The increase in net profit was mainly due to margin brokerage business’ net profit from July 1, 2023,

to December 31, 2023.

revenues generated for the fiscal year ending December 31, 2024, and 2023 were $26,943,718 and $12,754,900, respectively.

in revenue was mainly due to the consolidation of AML’s trading revenue as of June 30, 2023.

During the fiscal year ending December

31, 2024, and 2023, the Company incurred a net profit and a net loss of $80,027 and $1,573,176, respectively.

The decrease in net profit was mainly

due to investment and brokerage business’s net profit from July 1, 2023, to December 31, 2023.

total revenue breakdown for the fiscal year ending December 31, 2024, and 2023 is below:

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Technology & Software Development

Wealth Management

Trading Revenue

Fiscal year ended

December 31, 2023

Fiscal year ended

December 31, 2022

Investment and Brokerage*

Technology & Software Development

Wealth Management

Trading Revenue

During the fiscal years ended December 31, 2023, and 2022, the Company

incurred General and administrative costs (“G and A”) of $2,943,913 and $1,623,031, respectively.

The increase in G and A

costs for the fiscal year ending December 31, 2023, was mainly due to the inclusion of G and A of AML and APL, effective June 30, 2023,

and November 30, 2023, respectively.

The G and A expenses were 23.08% and 25.15% of the fiscal revenue for the fiscal year ending December

31, 2023, and 2022.

Amortization expenses were $22,503 and $159,051 for the fiscal year ending December 31, 2023, and 2022, respectively,

and the Company has included them in the Cost of sales expense.

The decrease in amortization expense for the fiscal year ending December

2023 is due to the complete amortization of Condor Back Office, Condor Digital Assets Platform, and Condor FX Trading Platform (Desktop).

The depreciation expenses for furniture and computers for the year ended December 31, 2023, and 2022, were $213,910 and $3,894.

The Company incurred $1,512,790 and $382,864 in sales, marketing, and advertising

costs (“sales and marketing”) for the fiscal year ending December 31, 2023, and 2022, respectively.

The sales and marketing

costs increased in fiscal 2023 due to an increase in sales and marketing expenses related to margin brokerage business.

During fiscal

2022, the sales and marketing costs mainly included stock-based payment to marketing and branding consultants, travel costs for tradeshows,

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

The sales, marketing, and advertising

expenses represented 11.86% and 5.93% of the sales for the fiscal year ending December 31, 2023, and 2022, respectively.

Investment and Brokerage*

the fiscal year ending December 31, 2024, and 2023, the Company had fourteen (14) and seventeen (17) active technology and software development

and administrative expenses

the fiscal years ended December 31, 2024, and 2023, the Company incurred General and administrative expenses (“G and A”)

of $11,191,357 and $2,943,913, respectively.

The increase in G and A costs for the fiscal year ending December 31, 2023, was mainly due

to the inclusion of G and A of AML, APL, and ATECH, for the full year for the period ending December 31, 2024, compared to inclusion

of such expenses from the transaction date of AML (June 30, 2023), APL (November 30, 2023), and ATECH (March 19, 2024).

The G and A expenses

were 41.54% and 23.08% of the fiscal revenue for the fiscal year ending December 31, 2024, and 2023.

& marketing expenses

Company incurred $1,466,616 and $1,512,790 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

year ending December 31, 2024, and 2023, respectively.

sales, marketing, and advertising expenses represented 5.44% and 11.86% of the sales for the fiscal year ending December 31, 2024, and

2023, respectively.

and Amortization expenses

depreciation expenses for furniture and computers for the year ended December 31, 2024, and 2023, were $186,350 and $213,910.

expenses were $0 and $22,503 for the fiscal year ending December 31, 2024, and 2023, respectively, and the Company has included them

in the Cost of sales expense.

Facility and Other Operating Leases

rental expenses were $543,325 and $25,438 for the fiscal year ending December 31, 2024, and 2023.

Effective October 29, 2019, the Company

rents its servers, computers, and data center from an unrelated third party.

Under the rent Agreement, the lessor provides furniture,

fixtures, and leasehold improvements at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, as discussed in Note 2.

Irvine Lease, California, USA (Headquarter)

Effective October 29, 2019, to the present, the Company leased office space

at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

As per the Commitment Term of the lease (“Agreement”), this Agreement

shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”).

The Commitment

Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering

to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate

this Agreement (“Termination Effective Month”).

The Company is entitled to use the office and conference space if needed.

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

for the New York Office of $890 per month as the General and administrative expenses.

Cyprus Lease (Europe Office)

The increase in rental costs for the

fiscal year ending December 31, 2024, was mainly due to the inclusion of rental of AML, APL, and ATECH, for the full year for the period

ending December 31, 2024, compared to inclusion of such expenses from the transaction date of AML (June 30, 2023), APL (November 30,

2023), and ATECH (March 19, 2024).

Lease, California, USA (Company’s 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.”

The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month

before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”).

The Company is

entitled to use the office and conference space if needed.

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

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

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating

expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Australia (ADS Office)

January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia.

will continue on a month-to-month basis.

ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar

month before the month in which ADS intends to terminate the lease.

ADS is entitled to use the office and conference space if needed.

The new rent payment or membership fee for the ADS Office is around $125 per month and is included as the General and administrative

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Cyprus Lease (Company’s Executive Rental)

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

1 unchanged sentence

From July 2023 to the present, the Company

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

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

The office’s monthly rent payment

4 unchanged sentences

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.

The Company uses the office for sales and marketing

in Europe and Asia.

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for

an eleven (11) month term.

The office’s rent payment is $500 per month, and the Company has included it in the General and administrative

From March 2020, this agreement continues on a month-to-month basis until the Company, or the lessor chooses to terminate by

the agreement’s terms by giving thirty (30) days’ notice.

The Company uses the office for software development and technical

Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

In April 2023, we relocated

our personnel to Kazakhstan.

The lease is for one year and is renewable two months before the term ends in

This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use

(ROU) asset under ASC 842.

Cyprus Lease, Europe (ATECH Office)

August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou

Venizelou Street, Limassol, Cyprus.

The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech

Ltd (the “Sublessee”), with FDCTech, Inc.

acting as the Guarantor.

The leased premises are designated strictly for office use,

and any other usage is explicitly prohibited under the terms of the agreement.

The lease term is for twenty-four (24) months, commencing

on October 1, 2024, and expiring on September 30, 2026.

The lease agreement includes an option to extend the tenancy for up to two additional

two-year terms.

The rent is subject to a 5% increase for each renewal period.

Under the agreement, the Sublessee is obligated to pay

a total rent of €192,000 over the lease term, which is payable in monthly installments of €8,000 (or $8,600) plus VAT.

ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease

liability on its financial statements.

Julian, Malta (AML Office)

July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St.

Julian, PTM01, Malta.

As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”).

The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to

Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease.

AML is entitled to use

the office and conference space if needed.

The rent payment or membership fee for the AML Office is €1,659 per.

This agreement is

classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather

than recognizing a Right-of-Use (ROU) asset or lease liability.

Aviv, Israel (AML Sales Office)

July 1, 2023, AML has entered into a service agreement with Mindspace Ltd.

for the use of office space and related services at Menachem

Begin 11, Ramat Gan, Israel.

The agreement provides access to designated office space, common areas, and various business services, including

internet connectivity, printing, and conference room usage.

The agreement operates on a monthly, automatically renewing basis with a

total monthly fee of $4,500 (including VAT).

Additionally, an advance deposit of $6,300 was paid as security for the Company’s

obligations under the agreement.

Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate

the Company to a different office within the premises with prior notice.

AML does not have exclusive control over a specific office unit,

and Mindspace provides shared services across its facilities.

The agreement does not create a lease under ASC 842 – Leases and

is accounted for as a service contract.

As a result, payments under this agreement are classified as operating expenses rather than recognizing

a Right-of-Use (ROU) asset or lease liability.

United Kingdom (APL Office)

December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London,

The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy

Prime Limited, as the tenant.

The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent

of £112,500 (or $12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance rent, and

maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”) on or

after 2026, provided that a four-month prior written notice is given.

Additionally, the agreement requires APL to restore the premises

upon termination, including the removal of any alterations or fixtures made during the lease term.

Under ASC 842 - Leases, this agreement

qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

expenses are included in General and Administrative costs.

Assets and Lease Liabilities

Company has entered into operating lease agreements for its facilities and equipment.

The right-of-use asset (ROU) is measured at the

present value of the lease payments over the lease term, adjusted for lease incentives, initial direct costs, and any lease payments

made at or before the commencement date.

As of December 31, 2023, the ROU:

Lease liabilities are measured at the present value

of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%) at the lease commencement date.

Company’s subsidiaries – APL and ATECH have entered into operating lease agreements for its facilities and equipment.

right-of-use asset (ROU) is measured at the present value of the lease payments over the lease term, adjusted for lease incentives, initial

direct costs, and any lease payments made at or before the commencement date.

As of December 31, 2024, the ROU is $711,928.

Lease liabilities

are measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate (10.00%)

at the lease commencement date.

The Operating Lease Liability was estimated to be $319,656 current and $392,273 noncurrent.

The lease expense for the fiscal year ended

December 31, 2023, consists of an operating lease expense of $42,390.

expense for the fiscal year ending December 31, 2024, consists of an operating lease expense of $543,325.

This increase reflects the

inclusion of all leases for the Company and its subsidiaries through December 31, 2024.

The Company has included all rental expenses in the General and

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as the rate implicit in the lease is not readily determinable.

Company incurred $1,512,790 and $382,864 in sales, marketing, and advertising costs (“sales and marketing”) for the

fiscal year ending December 31, 2023, and 2022, respectively.

The sales and marketing costs increased in fiscal 2023 due to an increase in sales and marketing expenses related to margin brokerage business.

During fiscal

2022, the sales and marketing costs mainly included stock-based payment to marketing and branding consultants, travel costs for

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

marketing, and advertising expenses represented 11.86% and 5.93% of the sales for the fiscal year ending December 31, 2023, and

2022, respectively.

the fiscal year ending December 31, 2023, and 2022, the Company had seventeen (17) and ten (10) active technology and software development

Revenues generated from the top three (3) customers represented approximately 11.58% and 7.83% of total revenue for the fiscal

year ending December 31, 2023, and 2022, respectively.

AND CAPITAL RESOURCES

December 31, 2024, and 2023, we had a cash balance of $24,781,389 and $31,316,461, respectively.

At December 31, 2023, and 2022, the working

capital surplus and deficit were $11,260,603 and $345,269, respectively.

The increase in the working capital surplus was mainly due to

the acquisition of AML and APL, resulting in the increase of current assets over current liabilities as of December 31, 2023.

generate a substantial portion of our operating income outside the United States, and this income is deemed to be indefinitely reinvested

in foreign jurisdictions.

Consequently, as outlined under “Cash and Cash Equivalent,” the majority of our cash and short-term

investments are held by our foreign subsidiaries.

At present, we do not intend to repatriate these funds and do not foresee a need to

At December 31, 2024, and 2023, the

working capital surplus was $9,417,247 and $7,460,959, respectively.

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

consolidation of AML and APL, resulting in an increase of current assets over current liabilities as of December 31, 2024.

generate a substantial portion of our operating income outside the United States, and this income is indefinitely reinvested in foreign

jurisdictions.

Consequently, as outlined under “Cash and Cash Equivalent,” the majority of our cash and short-term investments

are held by our foreign subsidiaries.

At present, we do not intend to repatriate these funds and do not foresee a need to do so.

company maintains multiple sources of liquidity, including cash flow from operations, potential capital raises, and strategic financing

arrangements.

FDCTech is actively managing its working capital to support ongoing business expansion, including the development of its

Condor Trading Technology , regulatory compliance initiatives, and integration of newly acquired entities.

liquidity factors include:

The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue

Expenditures:

Investment in proprietary trading platforms and software development remains a priority.

FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its

Future capital-raising efforts may be necessary to fund acquisitions and market expansion.

believes that existing cash reserves , coupled with expected revenue growth and potential financing opportunities, will provide

adequate liquidity to meet operational and strategic needs.

However, external market conditions, regulatory changes, and acquisition-related

expenditures could impact future liquidity requirements.

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

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that we can continue to do 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 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.

expect the combination of existing cash, cash equivalents, cash flows from operations, and access to private equity and capital markets

to be sufficient for at least twelve (12) months.

The availability of funds will fund our operating activities to meet the need for investing

and financing, such as debt maturities and material capital expenditures.

However, we may need additional funds to achieve a sustainable

sales level to fund our ongoing operations out of revenues.

There is no assurance that any additional financing will be available or,

if available, on terms that will be acceptable to us.

we require additional capital, the Company’s operations are insufficient to fund its capital requirements.

The Company may attempt

to restructure Notes, refinance existing Notes with financial institutions, or raise capital by selling additional capital stock or debt

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

the next 12 months, the Company will continue investing in sales, marketing, product development, and technology solutions to enhance

customer service and expand its market presence.

Capital expenditures are anticipated to rise to $1.000,000.

This allocation will encompass

working capital, software development, sales and marketing initiatives, as well as infrastructure enhancements, including the procurement

of computers and servers.

company expects that its existing cash reserves, cash equivalents, operational cash flows, and access to private equity and capital markets

will be sufficient to fund operations for at least the next 12 months.

These resources will support continued business operations, including

debt obligations and significant capital expenditures.

However, achieving sustainable revenue growth may require additional funding,

and there is no guarantee that financing will be available on favorable terms.

additional capital is needed, the company may seek to restructure or refinance existing debt, secure financing from financial institutions,

or raise funds through private equity or debt issuance.

FDCTech remains committed to expanding its operations while exploring strategic

funding opportunities to support long-term growth.

Seed Funding in 2016

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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

Note”) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

May 01, 2020, the Company received proceeds of $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”).

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

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have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K/A for the fiscal year

ending December 31, 2022, filed with the SEC on May 5, 2023.

ending December 31, 2023, filed with the SEC on October 15, 2024.

We continuously evaluate our critical accounting estimates and judgments

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Act Accounting Election

are an “ emerging growth company ,” defined in the JOBS Act.

are an “ emerging growth company ,” as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay

adopting new or revised accounting standards after enacting the JOBS Act until those standards apply to private companies.

We have applied

for exemption as an emerging growth company;

thus, the Company may delay adopting certain accounting standards until the standards would

otherwise apply to private companies.

As an emerging

growth company, we may delay adopting certain accounting standards until they apply to private companies.

Sheet Arrangements and Contractual Obligations

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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 7. Management’s Discussion and Analysis