What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-10-15 · 1042 added, 1122 removed, 1368 unchanged (61% of the section changed)

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Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

concluded that our disclosure controls and procedures were not effective at the end of the period covered by this Report.

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

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required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Certifying Officers or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

our Certifying Officers or individuals performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Controls Over Financial Reporting

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due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying

third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the

requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the

internal controls and financial reporting process.

We intend to enhance this process by expanding our board upon the business closing, consulting with third-party professionals for complex

accounting applications, considering additional staff with relevant experience and training to support current accounting professionals,

and implementing more layers of reviews in the internal controls and financial reporting processes.

Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

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have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ended December 31, 2023, that has materially

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ending December 31, 2023, that has materially

affected or is reasonably likely to affect, our internal control over financial reporting materially.

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for leading the development and execution of the Company’s long-term strategy, primarily focusing on enhancing shareholder value.

Eaglstein ensures the Company has the necessary organizational and technology infrastructure and is responsible for deploying Capex

and approving budgets.

Eaglstein has extensive executive-level experience managing FX brokerage and FinTech software companies.

Eaglstein oversees the Company’s infrastructure, manages capex deployment, and approves budgets.

In May 2024, Mr.

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

(AML) to oversee operations

Eaglstein has experience managing FX brokerage and FinTech software companies at an executive level.

Eaglstein has participated

in several panel discussions as a distinguished industry expert in various forex-related conferences and tradeshows.

June 2014 to February 2016, Mr.

Eaglstein worked as the Managing Member of MMI Advisors, LLC (MMI), which provided business development

services to Fortress Prime, UAE (“Fortress”).

MMI assisted Fortress with $20 million in trading revenue within one year from

the start-up date.

During the engagement, MMI helped Fortress achieve over $70 billion in monthly trading volume within one (1) year

and reached the top twenty (20) forex brokers by volume.

Eaglstein assembled and led a global team with offices in the Middle East,

North America, Russia, and Asia to achieve positive cash flow results within two (2) months of product launch.

June 2011 to May 2014, Mr.

Eaglstein started his career as a Senior Business Intelligence Analyst at Boston Technologies (“BT”).

BT promoted him to Managing Director, a pioneer in MT4 bridge technology for the retail forex market.

He was instrumental in increasing

Boston Technologies’ revenue from five (5) million to twenty (20) million, making it the 143rd fastest-growing company in America

March 2009 to May 2011, Mr.

Eaglstein led FXCM Systems, LLC, as its Chief Information Officer.

He successfully provided white label and

software development solutions to FXCM, one of the largest forex broker-dealers in the world, on behalf of FXCM.

From January 2007 to

March 2011, he served as the Chief Operating Officer and Chief Information Officer for Avalon Capital Holdings Corporation.

He developed,

marketed, and distributed high-performance proprietary trading software for financial companies engaged in online forex trading.

January 2007 to Feb 2009, Mr.

Eaglstein was the Co-Founder and Chief Operating Officer of Traders Development COO Traders Development,

LLC, a financial software company based in Irvine, California.

Early in his career, Mr.

Eaglstein co-founded Campus Universe, an online

consignment shop for students to buy and sell textbooks from each other via a fully automated e-commerce website that won the Golden

Firoz, Co-Founder, CFO, and Director

Imran Firoz, Co-Founder, CFO, and Director

January 2016 to date, Mr.

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has guided due diligence efforts, implemented financial controls, practiced compliance guidelines, and planned disaster recovery strategies.

From December 2011 to May 2015, Mr.

Firoz was the CEO and Director of Scoobeez Global, Inc.

(“Scoobeez”).

From May 2015 to

March 2017, Mr.

Firoz worked as the CFO and Director of Scoobeez.

He was instrumental in acquiring, developing, and growing Scoobeez,

an on-demand messenger, delivery, and courier company.

Scoobeez increased its revenue from under $500,000 to $27 million.

2019 to the present, Mr.

Firoz has owned Spark Capital Investments, LLC, which assists small-sized private and public companies by providing

management consulting services.

February 2014 to December 2019, Mr.

Firoz worked as the Managing Director of Match-Trade Technologies LLC, a financial technology company.

From July 2007 to March 2017, Mr.

Firoz was a Managing Partner of Marque 3 LLC, a management consulting company based in Pasadena, California.

He has served as a management consultant/adviser to senior executives of several companies.

Firoz was the Chief Financial Officer of Master Capital Group Corp.

from November 2004 until May 2007.

He provided financial oversight

to the accounting and finance department and advised the Board of Directors on the financial implications of business activities.

January 2002, Mr.

Firoz served as Associate, Investment Banking for National Bank Financial, Canada (“NBF”) on numerous transactions,

including a key M&A advisory team Franco-Nevada member on the $10 billion three-way mega gold merger of Newmont-Normandy-Franco-Nevada.

During the same period, he was a member of NBF’s investment banking team that advised the Treasurer of Hydro One on the restructuring

and selling of Ontario Electricity Financial Corporation debt of $2.9 billion in the Canadian public debt markets.

Firoz started his career as a Chemical Engineer with Tata Chemicals Limited from December 1994 until September 1997.

He led several cross-functional

teams to manage the Ammonia Plant’s commissioning activities, plant operations, and other technical projects.

From October 1997

to July 1999, Mr.

Firoz worked as a Senior Process Engineer with Saudi Methanol Company, a Saudi Basic Industries Corporation (SABIC)

He was responsible for technical services and improving plant safety management.

Firoz received his MBA in April 2001

from the Richard Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated in July 1993 with a Bachelor of

Engineering (Chemical) from Aligarh University, India.

Firoz has been a Certified Financial Risk Manager from the Global Association

of Risk Professionals (GARP), New Jersey, since January 2003.

Platt, Chief Technology Officer

From January 2019 to the present, Mr.

Firoz has owned Spark Capital Investments, LLC, which assists small-sized private and public companies

by providing management consulting services.

Firoz received his MBA in April 2001 from the Richard Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated

in July 1993 with a Bachelor of Engineering (Chemical) from Aligarh University, India.

Firoz has been a Certified Financial Risk

Manager from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003.

Brian Platt, Chief Technology Officer

Platt joined the Company in May 2016.

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the best products, client satisfaction, and optimization of human resources.

Platt was the head of technology at the prime brokerage division of Fortress Capital Investments, UAE (“Fortress”), from

June 2014 to January 2016.

He was instrumental in starting a forex broker from the ground up, introducing the trading platform, connecting

liquidity, add-on services such as money management PAMM systems, and compliance reporting.

May 2011 to February 2014, Mr.

Platt was the Director of Risk Management and Operations Research at Boston Technologies.

His accomplishments

include developing advanced procedures to eliminate trade risk, streamlining accounting operations, revamping client reporting, integrating

new revenue streams, and providing comprehensive analytics.

joining Boston Technologies, Mr.

Platt managed the Operations Research department at CMS Forex from March 2006 through May 2011.

He coordinated

all business intelligence efforts, identified and automated manual operations, and facilitated new business initiatives in this role.

Platt organized the operational elements of CMS Forex’s sale to Gain Capital and revamped it to utilize existing resources

as a profitable self-sufficient IB business.

Platt holds a degree in Information Systems from Yeshiva University.

He has computer

science training from New York University and Oracle DBA training from Farleigh Dickenson University.

Baumgart, Director

He has computer science training from New York University and Oracle

DBA training from Farleigh Dickenson University.

Jonathan Baumgart, Director

Baumgart has been a non-executive director of the Company since June 2021.

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and the trading of other high-growth financial assets.

In February 2015, Mr.

Baumgart co-founded Money Matter, a boutique financial investment

services firm based in Krakow, Poland.

Between September 2010 and March 2014, Mr.

Baumgart was the Director of Training at Boston Technologies,

a technology, market maker, high-frequency trading, and inter-broker broker-dealer in the retail forex, precious metals, and other over-the-counter

financial securities.

Baumgart completed his International Affairs & Economics undergraduate degree from the Whittemore

School of Business and Economics, University of New Hampshire, Durham.

Baumgart completed his International Affairs & Economics undergraduate

degree from the Whittemore School of Business and Economics, University of New Hampshire, Durham.

Kundnani, Director

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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.

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

payments financial services company regulated by the FCA.

From February 1999 to the present, Mr.

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of Independence

board of directors is currently composed of four (4) members, out of which three (3) directors are executive directors and who do not

qualify as independent directors by the published listing requirements of the NASDAQ Global Market (the Company has no plans to list

on the NASDAQ Global Market).

The third non-executive director is an independent director.

The NASDAQ independence definition includes

a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and

that neither the director nor any of his family members have engaged in various types of business dealings with us.

Also, our board of

directors has not made a subjective determination as to our director that no relationships exist, which, in the opinion of our board

of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

the NASDAQ rules require such subjective determination.

Had our board of directors made these determinations, they would have reviewed

and discussed the information provided by directors and us concerning our director’s business and personal activities and relationships

as they may relate to us and our management.

Our board of directors is currently composed of four (4) members, out of

which one (1) director is independent.

Committee and Conflicts of Interest

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and our only other compensated executive officer serving in the previous completed fiscal year (collectively, the “Named Executives”):

Principal Position

Mitch Eaglstein, CEO (1)

Mitch Eaglstein,

Imran Firoz, CFO (2)

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The Company issued 5,310,000 common stocks on January

21, 2016, and 400,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company.

21, 2016, and 400,000 preferred stocks on March 24, 2017, at par value for services rendered to the Company.

On March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000.

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of $5,000 to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

October 1, 2020, the Company pays $12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company expenses $15,000 monthly

October 1, 2020, the Company will pay $12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company will pay $15,000 monthly

to its CEO and CFO.

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convert all such officers to employee status during the second quarter of 2021.

The Company has not issued any bonuses or option awards

to its officers.

The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly and

The Company has not issued any bonuses or stock option

awards to its officers.

The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly

and annually.

December 12, 2022, the Board of Directors issued 10,000,000 common stocks valued at $83,000 each to Eaglstein and Firoz for services

rendered concerning the acquisition of AML Ltd and integration of AD Advisory Services Pty Ltd.

Option Grants

had no outstanding equity awards as of the end of the fiscal period ended December 31, 2023, or through the date of filing this report.

rendered concerning the acquisition of AML Ltd and the integration of AD Advisory Services Pty Ltd.

January 4, 2024, the Board of Directors issued 150,000 Series B Preferred Stock valued at $211,500 each to Eaglstein and Firoz for services

rendered concerning the acquisition and integration of AML, APL, and ATECH.

Stock Option Grants and Compensations

had no cash bonuses, stock options, non-equity incentive plans, or non-qualified deferred compensation outstanding equity awards as of

the end of the fiscal period ending December 31, 2024, or through the date of filing this report.

Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

Insider Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to

the Company and our officers and directors, as well as our employees that have regular access to material, nonpublic information about

the Company in the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed

as Exhibit 19.1 to this Annual Report on Form 10-K.

Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to

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The Company has not issued any other compensation to Kundnani as of December 31, 2023.

January 4, 2024, the Board of Directors issued 50,000 Series B Preferred Stock valued at $70,500 to Kundnani for services rendered concerning

the acquisition and integration of AML, APL, and ATECH.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Under these rules,

a person is deemed to be a beneficial owner of security if that person has or shares voting power, which includes the power to vote

or direct the voting of the security, or investment power, which consists of the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial ownership within sixty (60)

Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities,

and a person may be deemed a beneficial owner of securities as to which they may not have any beneficial financial interest.

noted below, each person has sole voting and investment power.

percentages below are calculated based on 388,584,729 shares of our common stock issued and outstanding for the fiscal year of December

Name and Address (1)

Number of Shares

Beneficially Owned

a person is deemed to be a beneficial owner of security if that person has or shares voting power, which includes the power to vote or

direct the voting of the security, or investment power, which consists of the power to vote or direct the voting of the security.

person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial ownership within sixty (60) days.

Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities, and

a person may be deemed a beneficial owner of securities as to which they may not have any beneficial financial interest.

Except as noted

below, each person has sole voting and investment power.

percentages below are calculated based on 390,584,729 shares of our common stock issued and outstanding for the fiscal year ending December

and Address (1)

Mitch Eaglstein

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Officers and Directors as a group (4 persons)

percentages below are calculated based on 6,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

of December 31, 2023.

Name and Address (1)

Number of Shares

Beneficially Owned

Mitch Eaglstein

Series A Preferred

Officers and Directors as a group (2 persons)

Series A Preferred

percentages below are calculated based on 1,800,000 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

of December 31, 2023.

Name and Address (1)

Number of Shares

Beneficially Owned

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (1 person)

Series B Preferred

the fiscal year ending December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell

Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company.

Further, the Company agreed

to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively,

Further, the Company

agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively,

as the founders, in consideration of services rendered to the Company.

Addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

The addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Kundnani owns 200,000,000 in the Company’s common stock personally and through Alchemy Prime Holdings Ltd.

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Group Corporation, also owned by Mr.

A Preferred Stock

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

and Address (1)

Mitch Eaglstein

Series A Preferred

Officers and Directors as a group (2 persons)

Series A Preferred

Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for

As a result, 4,000,000 Series A Preferred Shares represent a 45.43% voting percentage on a fully diluted vote per share basis.

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

Imran Firoz, and Felix R.

Hong, respectively, as the founders in consideration of services rendered to the Company.

As of December 31,

2022, the Company had 4,000,000 preferred shares issued and outstanding.

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

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1,500,000, 1,500,000, and 1,000,000 shares, respectively.

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

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

The Company will receive

$2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share.

January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares

of Series A Preferred Stock of the Company issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the

Company issued to Felix R Hong.

B Preferred Stock

percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

and Address (1)

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

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

common stock.

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

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

As a result, 2,361,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis.

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

of AML and 100% of APL.

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

Eaglstein, CEO and Director, for services valued

at $1.41 per share.

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

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

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

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

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

Eaglstein for services valued at $1.41 per share.

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

Kundnani for services valued at $1.41 per share.

January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $1.41 per share.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd.

(“FRH Prime”), incorporated under

section 14 of Bermuda’s Companies Act 1981.

In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients

Limited (“FXClients”), under the United Kingdom Companies Act.

The Company established FRH Prime and FXClients to conduct

financial technology service activities.

The Company established FRH Prime and FXClients to conduct financial technology service activities.

At present, both companies have ceased to exist.

the fiscal year ending December 31, 2023, and 2022, FRH Prime has generated volume rebates of $0 and $1,861 from the Condor Risk Management

Back Office Platform.

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

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

The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019.

The Notes are convertible

into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event will the conversion

price be less than $0.05 per share.

The Notes carry an interest rate of 6% per annum, which is due and payable at maturity.

March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan

Eaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share, a cumulative cash amount of $70,000.

Eaglstein and Mr.

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

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

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

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

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

also owned by Mr.

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

Kundnani as the director of the Company.

As director’s compensation, the Company issued 5,000,000, valued at $60,000.

Kundnani is the director and owner of APL.

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

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

As of September

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

and 1,000,000 shares, respectively.

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

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

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

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

in exchange for 833,621 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred stock to APHL.

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

As a result, the Company now

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

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

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

The Company did not exchange cash in the transaction.

has issued the Series B Preferred stock APHL.

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

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

FDCTech has issued the Series A Preferred

stock to Kundnani.

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

FDCTech has issued the Common stock to Kundnani.

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

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Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

Series B Preferred Convertible Shares in January 2024.

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

Eaglstein, CEO and Director, for services valued

at $1.41 per share.

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

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

Kundnani for services valued at $1.41 per share.

On January 30, 2024, the Company issued

141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $1.41 per share.

ACCOUNTANT FEES AND SERVICES

July 2, 2024, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship with its independent registered

public accounting firm, Fortune CPA Inc., Orange, California (“Fortune”), effective as of July 2, 2024.Fortune was only retained

by the Company for less than a year, and no reports were filed with the SEC.

During the period of time that Fortune was the Company’s

auditor through July 2, 2024, there were no disagreements with Forutne on any matter of accounting principles or practices, financial

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

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

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”)

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of Public

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

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, 2020, and 2019 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,

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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.

The 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.

the fiscal year ending December 31, 2022, and 2021, the Company paid $1,000 and $34,250, respectively, to FHH.

the fiscal year ending December 31, 2022, and 2021, the Company paid $100,700 and $10,800, respectively, to BFB.

The payment for the

fiscal year ending December 31, 2022, includes $35,000 for auditing the financial statements of ADS for the period ending June 30, 2021,

2, 2024, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship with its independent registered

public accounting firm, FCPA, effective as of July 2, 2024.

FCPA was only retained by the Company for less than a year, and no reports

were filed with the SEC.

During the period that FCPA was the Company’s auditor through July 2, 2024, there were no disagreements

with FCPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which,

if not resolved to the satisfaction of FCPA, would have caused FCPA to refer to the matter in its reports on the Company’s financial

statements for such periods.

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co.

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of the Public

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

the fiscal year ending December 31, 2024, the Company paid $139,750 to Olayinka and $75,000 to FCPA.

The fees include auditing our annual

financial statements for the fiscal year ending December 31, 2023, and 2022 and reviewing Forms 10-Q for 2023 or services generally provided

by the accountant concerning statutory and regulatory filings for the fiscal year.

the fiscal year ending December 31, 2023, the Company paid $64,800 to BF Borgers and $15,000 to Bolko.

fees include auditing our annual financial statements for 2023 and reviewing Forms 10-Q for 2023, or services generally provided by the

accountant concerning statutory and regulatory filings for the fiscal year.

of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Board of Directors’ policy is to pre-approve all our independent registered public accounting firm’s services.

2023, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services.

year 2024, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services.

These services

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Audit-Related

incurred neither fees nor expenses for 2023 for professional services rendered by FHH, BF Borgers, Bolko, or FCPA for audit-related fees

other than those disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2023 for professional services rendered by FHH, BF Borgers, Bolko, or FCPA for tax compliance,

incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko, for audit-related

fees other than those disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko for tax compliance,

tax advice, or tax planning other than the fees disclosed above under the caption “Audit Fees.”

incurred no other fees or expenses in 2023 for any other products or professional services rendered by FHH, BF Borgers, Bolko, or FCPA

other than as described above.

incurred no other fees or expenses in 2024 for any other products or professional services rendered by Olayinka, FCPA, FHH, BF Borgers,

or Bolko, other than as described above.

STATEMENT SCHEDULES.

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022

Notes to the Consolidated Financial Statements

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets as of December 31, 2024 and December 31, 2023

Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023

Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and December 31, 2023

Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023

to the Consolidated Financial Statements

Certification

of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

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thereunto duly authorized.

October 15, 2024

March 31, 2025

Mitchell Eaglstein

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Executive Officer)

October 15, 2024

March 31, 2025

Accounting Officer)

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Mitchell Eaglstein

Chief Executive Officer (Principal

Financial Officer (Principal Financial and

Chief Executive Officer (Principal Executive

March 31, 2025

Financial Officer (Principal Financial and Accounting

March 31, 2025

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

FDCTECH, INC.

of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets as of December 31, 2024 and December 31, 2023

Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023

Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and December 31, 2023

Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023

to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

on the Financial Statements

have audited the accompanying consolidated balance sheets of FDCTECH, INC (the ‘Company’) as of December 31, 2024, and 2023,

2022, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash

flows for each of the two years ended December 31, 2023, and 2022, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the consolidated financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash

flows for each of the two years ended December 31, 2023, and 2022, in conformity with accounting principles generally accepted in

the United States of America.

and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for

each of the two years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of

the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended December

31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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Olayinka Oyebola

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

Lagos, Nigeria

We have served as the Company’s auditor since 2024.

October 10, 2024

OYEBOLA & CO.

(PCAOB ID 5968)

have served as the Company’s auditor since 2024.

March 31, 2025

BALANCE SHEETS

December 31, 2023

December 31, 2022

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $ 175,640 and $ 121,987 , respectively

Prepaid expenses – current

Accounts receivable, net

of allowance for doubtful accounts of $ 22,382 and $ 175,640 , respectively

Prepaid expenses –

Subscription receivable

Loan receivable

OID promissory note

Total Current assets

Current assets

Capitalized software, net

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Tax receivable

Fair value of trading positions for the firm, profit

Fair value of trading positions

for the firm, profit

Right of use (lease)

Fixed assets, net

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

Line of credit

Accrued expenses, related party

Promissory note

Accrued expenses, related

Business acquisition loan

Cares act- paycheck protection program advance

Cares act- paycheck protection

program advance

Related party advances

Customer funds

Fair value of trading positions for the firm, loss

Operating lease liability, current

Other current liabilities

Total Current liabilities

Fair value of trading positions

for the firm, loss

Operating lease liability,

current liabilities

Current liabilities

Deferred tax liabilities

SBA loan – non-current

Operating lease liability, non-current

Accrued interest – non-current

Total liabilities

Commitments and Contingencies (Note 9)

Operating lease liability,

interest – non-current

Commitments and Contingencies

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 6,500,000 and 4,000,000 issued and outstanding, as of December 31, 2023, and December 31, 2022

Series B Preferred stock, par value $ 0.0001 , 3,500,000 shares authorized, 1,800,000 and 0 issued and outstanding, as of December 31, 2023 and December 31, 2022

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000

and 6,500,000 issued and outstanding, as of December 31, 2024, and December 31, 2023

Series B Preferred Stock, par value $ 0.0001 ,

3,500,000 shares authorized, 2,361,844 and 1,800,000 issued and outstanding, as of December 31, 2024, and December 31, 2023

Preferred Stock, value

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

Additional paid-in capital

Additional paid-in capital, Common Series A,

Accumulated other comprehensive income

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( 2,643,647 )

Total FDCTech, Inc.

FDCTech, Inc.

stockholders’ equity (deficit)

Noncontrolling interest

Total liabilities and stockholders’ deficit

Noncontrolling

liabilities and stockholders’ equity (deficit)

accompanying notes to the financial statements.

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Wealth management

Trading revenue

Investment and Brokerage

Cost of sales

1 unchanged sentence

Wealth management

Trading revenue

Total cost of sales

Investment and Brokerage

cost of sales

Operating expenses:

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Sales and marketing

Total operating expenses

operating expenses

Operating loss

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Other income (expense)

Total other income (expense)

other income (expense)

Income (loss) before provision

for income taxes

( 1,071,109 )

Provision for income taxes

Net income (loss)

$ ( 1,071,109 )

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding

basic and diluted

Other comprehensive income (loss):

in foreign currency translation

Total other comprehensive income (loss)

Total comprehensive income (loss)

Comprehensive income (loss) attributable to

noncontrolling interests

Comprehensive income (loss) attributable to

FDCTech stockholders

accompanying notes to the financial statements.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

Preferred stock

Accumulated other comprehensive

income (loss)

Stockholders’ Deficit

Fiscal year ended December 31, 2022

Net (income) loss attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

Net loss per common

share, basic and diluted

Weighted average number

of common shares outstanding basic and diluted

Other comprehensive income

Change in foreign currency

Total other comprehensive

income (loss)

Total comprehensive

income (loss)

Comprehensive income (loss)

attributable to noncontrolling interests

Comprehensive income

(loss) attributable to FDCTech stockholders

accompanying notes to the financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

other comprehensive

Stockholders’

Balance, December 31, 2022

$ ( 4,216,823 )

Common shares issued for cash valued at $ 0.0625 per share

Common shares issued for services valued at $ 0.0625 per share

Common shares issued for cash valued at $ 0.05 per share

Common shares issued for cash valued at $ 0.0408 per share

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

Common shares issued for cash valued at $ 0.0356 per share

Common shares issued for cash valued at $ 0.0395 per share

Common shares issued for services valued at $ 0.0379 per share

Forex gain (loss) on consolidation

Common shares issued for cash valued at $ 0.010 per share

Common shares issued for services valued at $ 0.012 per share

Common shares issued for services valued at $ 0.0083 per share

Common shares issued for services valued at $ 0.0095 per share

Common shares issued for financing cost at

$ 0.0114 per share

Common shares issued for cash valued at $ 0.0048

Common shares issued for services at $ 0.013

Common shares issued for cash valued at $ 0.11

Common shares issued for warrant settlement

valued at $ 0.018 per share

Series A Preferred Stock issued for cash valued

at $ 1.00 per share

Series B Preferred Stock issued for acquisition

valued at $ 1.41 per share

Changes in APIC due to acquisition of APL &

( 1,582,325 )

Intercompany guarantee

Forex gain (loss) on consolidation

Balance, December 31,

$ ( 2,643,647 )

year ended December 31, 2023

December 31, 2022

$ ( 2,643,647 )

$ ( 4,216,823 )

Common shares issued for financing cost at $ 0.0114 per share

Common shares issued for cash valued at $ 0.0048 per share

Common shares issued for services at $ 0.013 per share

Common shares issued for cash valued at $ 0.11 per share

Common shares issued for warrant settlement valued at $ 0.018 per share

Series A Preferred shares issued for cash valued at $ 1.00 per share

Series B Preferred shares issued for acquisition valued at $ 1.41 per share

Changes in APIC due to acquisition of APL & AML

Series A Preferred canceled

( 2,000,000 )

Intercompany guarantee

Forex gain (loss) on consolidation

Series B issuances at $ 1.41 per share

Common stock issued for cash valued at $ 0.0144

Common stock issued for cash valued

Increase in APIC due to shares issued at a

Change in APIC due to common control

FX gain (loss)

Net income (loss)

Balance, December 31,

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STATEMENTS OF CASH FLOWS

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

Net income (loss)

$ ( 1,069,267 )

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

Adjustments to reconcile net loss to net cash

used in operating activities:

Software amortization

Common stock issued for services

Series B stock issued for services

Accounts receivable allowance

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Loan receivable

( 2,414,825 )

Accounts payable

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Customer funds

( 11,619,280 )

Fair value of trading position, net

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Related party guarantee

( 1,353,170 )

Tax receivable by subsidiaries

Accrued income

( 1,037,574 )

( 1,035,619 )

Right of use of assets (lease)

Accrued expenses, related party

Net cash used in operating activities

Accrued expenses, related

cash used in operating activities

$ ( 7,235,533 )

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Purchase price of acquisitions

Net cash used in investing activities

$ ( 251,581 )

cash used in investing activities

Financing Activities:

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Promissory Note

Net proceeds from cares act - paycheck protection program

Net proceeds from CARES Act - paycheck protection

Net proceeds from SBA loan

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Common stock issued for cash

Series A for cash

Common stock issued at a discount

Series A for cash and cancelation

Noncontrolling interest

Net cash provided by financing activities

Net increase in cash

Cash at beginning of the period

Cash at end of the period

Cash paid for income taxes

Cash paid for interest

Non - cash investing and financing activities:

Common stock issued for financing & warrant settlement

Series B Preferred stock for acquisition

cash provided by financing activities

increase in cash

( 6,535,072 )

at beginning of the period

at end of the period

paid for income taxes

paid for interest

Non - cash investing and

financing activities:

stock issued for financing & warrant settlement

Series B Preferred Stock

for acquisition

accompanying notes to the financial statements.

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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

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

Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary

regulatory licenses, and a proven executive team.

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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.

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

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

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

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To comply with the

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

BVI Companies Act requirement for the change of ownership, the company amended the Agreement in June 30, 2023.

The Company closed the

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

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

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

of CIM Acquisition

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

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

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

shareholding in APHL.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

of GFNL Acquisition

August 24, 2021, the Company terminated the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders

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

As of the termination

date, the Company did not issue any Securities to the Seller.

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

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

The Company authorized the action according to Section

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

we have three primary business segments:

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

Brokerage Business.

Bank 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.

AlchemyTech Ltd.

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.

(1) Investment

and Brokerage

Brokerage (Europe) – Alchemy Markets Ltd.

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

The 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.

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.

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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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.

(3) Technology

& Software Development – Condor Trading Technology

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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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.

Company has 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 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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Services— The Company’s turnkey business solutions include Start-Your-Own brokerage (“SYOB”), Start-Your-Own

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

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, 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.

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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

The Company expects to generate additional revenue from its digital asset-related solutions.

Such solutions include revenues from the

development of a custom digital assets exchange platform for customers, the sale of the non-exclusive source code of the digital assets

exchange platform to third parties, white-label fees of digital assets exchange platforms, and the sale of aggregated digital assets

data price feed from various digital assets exchanges to OTC brokers.

The Company initially plans to develop the technology architecture

of the digital assets exchange platform for its customers.

The initial capital required to produce such technologies comes from our customers

as the Company takes on design-build software development projects for customers.

The Company develops these projects to meet the customer’s

design criteria and performance requirements.

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 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 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.

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.

and Margin Brokerage Business (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.

is an investment firm regulated by the Financial Conduct Authority (‘FCA’) – it provides investment advice, dealing

as agent and principal, safeguarding and administrating assets in forex, equity, commodities, spread bets, and other financial assets.

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

consolidated revenues from Investment and Margin Brokerage Business for the fiscal year ending December 31, 2023, and 2022 were $ 5,016,053

and $ 0 , respectively.

of the FRH Group Note

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Our cash balance is $ 93,546 as of December

The Company did not receive additional funding from U.S.

Small Business Administration (SBA) or Cares Act Paycheck Protection

Program during the fiscal year ending December 31, 2021.

The Company did not receive additional funding from the U.S.

Small Business Administration (SBA) or the Cares Act Paycheck

Protection Program during the fiscal year ending December 31, 2021.

Promissory Note

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

a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10 %.

As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US

$ 155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock priced at $ .07 per share upon issuance of the

Note (the “Shares”) and 1,000,000 3 -year cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares,

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

Party Investments in 2022 to 2023

January 27, 2022, the Company issued a $ 550,000 promissory note to AJB Capital Investments, LLC, maturing on July 27, 2022 , with a 10 %

As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal

to US $ 155,000 of the Company’s common stock.

The Company issued 2,214,286 shares of common stock at $ 0.07 per share and 1,000,000

three -year warrants at $ 0.30 each.

The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of

the agreement.

Party Investments from 2022 to 2024

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

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The Company expects to receive funds by the end of

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

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024.

January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

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).

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

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

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

Provini, age 74, to the vacancy.

Provini is considered independent under NYSE and NASDAQ listing standards.

has been the Chairman, CEO, and President of Natcore Technology Inc.

since May 2009, a research and development company protected by

65 patents granted or pending.

From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a

Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members.

He served as President of Laidlaw Asset Management

and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995

to September 1997.

Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995.

He was the President of LaSalle Street Corporation, a wholly owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983

to April 1985.

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

Naval Academy, Chairman of the U.S.

Naval Academy’s Honor

Board, and 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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

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

Warwick Kerridge as the Board of Directors.

The Company 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.

November 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.

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 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.

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

June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.

September 30, 2022, the Company appointed Gope S.

Kundnani as the Director of the Company.

Upon the appointment of Mr.

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.

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).

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.

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.

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.

the termination of Mr.

Kerridge and the resignation of Mr.

Provini, the Company currently had four Board of Directors.

is the acting Chairman of the Company.

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

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

Jonathan Baumgart is an independent

director under NYSE and NASDAQ listing standards.

in Registrant’s Certifying Accountant

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(“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 2, 2024.

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.

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”)

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of Public

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

of Company’s Securities to be Registered

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BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

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

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

limitations on trade.

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

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

These developments are highly uncertain.

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

or treat its impact.

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

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

Ukraine-Russia

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original maturities.

The Company maintains its cash balances at a single financial institution.

The balances do not exceed Federal Deposit

Insurance Corporation (FDIC) limits as of December 31, 2022.

However, as of December 31, 2023, the majority of the cash balances was

held with non-FDIC financial institutions in Malta, UK, and other countries.

On December 31, 2023, and 2022, the Company had $ 31,316,461

and $ 264,829 cash and cash equivalent held at the financial institution.

The Company maintains its cash balances at multiple financial institutions, both domestic and foreign.

For US financial

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

However, as of

December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

On December 31, 2024, and 2023, the Company had $ 24,781,389 and $ 31,316,461 cash and cash equivalent held at the financial institution.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Receivable primarily represent the amount due from seventeen (17) technology customers.

In some cases, the customer receivables are

due immediately on demand;

however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days

after the invoice’s date.

The Company has based the allowance for doubtful accounts on its assessment of the collectability of

customer accounts.

The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable

balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates.

Trade receivables are written off at the point when they are considered uncollectible.

Receivable mainly represent amounts owed by four (4) technology customers.

In some cases, the customer receivables are due immediately

however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s

The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts.

regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and

economic conditions that may affect a customer’s ability to pay and expected default frequency rates.

Trade receivables are written

off at the point when they are considered uncollectible.

December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $ 22,382 and $ 175,640 , respectively.

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

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

of the sales for the fiscal year ending December 31, 2023, and 2022, respectively.

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.

The sales and marketing costs are mainly due to expenses related to investment

and brokerage business.

The 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.

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

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

2 - Summary of Significant Accounting Policies (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019.

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

In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options,

licensing, and other topics.

The Company considers revenue collectability, methods for measuring progress toward complete satisfaction

of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer

In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing,

and other topics.

The Company considers revenue collectability, methods for measuring progress toward the complete satisfaction of a

performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer

acceptance, and other relevant categories.

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

their obligations.

Company accounts for a contract when it and the customer (parties) have approved the agreement and are committed to fulfilling their

Each party can identify its rights, obligations, and payment terms;

the contract has commercial substance.

will probably collect all of the consideration.

Revenue is recognized when performance obligations are satisfied by transferring control

of the promised service to a customer.

The Company will

probably collect all of the consideration.

Revenue is recognized when performance obligations are satisfied by transferring control of

the promised service to a customer.

The Company fixes the transaction price for goods and services at contract inception.

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changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or implied by the

The Company assumed a contract modification by oral agreement or implied by the

customer’s customary business practice when agreed in writing.

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these multiple elements.

2 - Summary of Significant Accounting Policies (continued)

January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions,

and customized software development.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

January 21, 2016 (Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and

customized software development.

The Company recognizes revenue when it has satisfied a performance obligation by transferring control

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For example, if the Company enters a contract with a customer

with an original term of one year and expects the customer to renew for a second year, the Company will determine the transaction price

based on the initial one-year period.

When choosing the transaction price, the company first identifies the fixed consideration, including

non-refundable upfront payment amounts.

Note 2 - Summary of Significant Accounting Policies (continued)

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

with an original term of one year and expects the customer to renew it for a second year, the Company will determine the transaction

price based on the initial one-year period.

When choosing the transaction price, the company first identifies the fixed consideration,

including non-refundable upfront payment amounts.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

for transferring each promised good or service to the customer.

The Company allocates the transaction price to each performance obligation

identified in the contract on a relative standalone selling price basis to meet the allocation objective.

identified in the contract on a relatively standalone selling price basis to meet the allocation objective.

In determining the standalone

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services when sold separately.

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

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

The Company considers the “transfers”

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The invoice amount is due upon receipt.

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

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

Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue

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

2 - Summary of Significant Accounting Policies (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

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

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each party can identify rights regarding the goods or services

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

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

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

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portfolio rebalancing,

● Facilitating

the purchase of insurance products, and

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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Margin Brokerage Business

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

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

Malta Financial Services Authority (MFSA)

regulates Alchemy Malta with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia,

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

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

Financial Conduct Authority (FCA) regulates Alchemy UK with authorized

countries such as England, Scotland, Wales, and Northern Ireland.

and Brokerage

Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets in

Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria, Cyprus,

Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein,

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

The Financial Conduct Authority (FCA) regulates APL

with authorized countries such as England, Scotland, Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

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and make investment decisions.

recognize Trading Revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers.

The Company primarily generates revenue through market-making and trading execution services for its clients, known as Trading Revenues.

recognize Investment and Brokerage revenues through the principal model following the guidance outlined in ASC 606, Revenues from Contracts

with Customers.

The Company primarily generates revenue through market-making and trading execution services for its clients, known as

Trading Revenues.

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

Trading revenue comprises trading revenue from the retail OTC business

and advisory business.

OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in

markets that do not prohibit such transactions), as well as other financial products.

Trading revenue comprises trading revenue from

the retail OTC business and advisory business.

OTC trading includes forex trading (“forex”), precious metals trading, CFDs,

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

realize gains or losses when we liquidate customer transactions.

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on a trade-date basis.

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

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

The Company serves as an agent for clearing trades and as a principal for fees paid to introducing brokers.

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

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

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

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

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

Concentrations

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original maturities.

The Company maintains its cash balances at a single financial institution.

The Company maintains its cash balances

at a single financial institution.

The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31,

However, as of December 31, 2023, the majority of the cash balances was held with non-FDIC financial institutions in Malta, UK,

and other countries.

On December 31, 2023, and 2022, the Company had $ 31,316,461 and $ 264,829 cash and cash equivalent held at the financial

the fiscal year ending December 31, 2023, and 2022, the Company generated $ 12,754,900

and $ 6,453,731 in revenues, an increase of over 101.81 %

from previous year.

The revenues mostly comprised of three primary business segments:

(1) Technology and Software Development, (2)

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

The Company maintains its cash balances at multiple financial institutions, both domestic and foreign.

For US financial

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

As of December

31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries.

On December 31, 2024,

and 2023, the Company had $ 24,781,389 and $ 31,316,461 cash and cash equivalent held at the financial institution.

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% from the previous year.

It is comprised of three main business segments:

Investment and Brokerage, Wealth Management, and Technology

and Software Development.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

December 31, 2023, and 2022, the company’s top three (3) customers comprise roughly 98.79 %

of total A/R, respectively.

The loss of any of the top three (3) customers would significantly impact the Company’s

December 31, 2024, the account receivable of $ 25,000 was mainly due to four (4) technology customers.

December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $ 22,382 and $ 175,640 , respectively.

The bad debt expense for the fiscal years ending December 31, 2024, and 2023 was $ 0 and $ 51,653 , respectively.

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

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OF ACQUISITION CONSIDERATION BREAKDOWN

Financial Assets (Book Value)

(1) As of June 30,

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

(2) As of November

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

Net Financial Assets

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

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

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

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

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

controlled by the Seller, directly or indirectly through his ownership as an individual or

through APHL.

This transaction is a legal organization change, but not the reporting entity.

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

indirectly through his ownership as an individual or through APHL.

This transaction is a legal organization change, but not the reporting

The reporting entity remains the Company.

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

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

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

A group of shareholders has over 50% voting ownership in each entity and a written agreement to vote the majority of shares together.

Kundnani meets these criteria.

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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

have recognized Target’s assets and liabilities as their carrying amounts in the combined financial statements of the controlling

party, the Company, immediately before the Acquisition.

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

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

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

in the Company’s equity.

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Purchase Price Allocation

AML’s Balance Sheet as of November 30, 2023 (Acquisition

OF PURCHASE PRICE ALLOCATION

Book Value, $

Cash and cash equivalents (1)

Financial Assets through profit and less (2)

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

SCHEDULE OF PURCHASE PRICE ALLOCATION

Cash and cash

equivalents (1)

Financial Assets through

profit and less (2)

Related party guarantee

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Capitalized software, net

Fixed assets (5)

Total assets:

Accounts Payable (6)

liability at fair value through profit and loss (7)

Financial liability at

fair value through profit and loss (7)

Current liabilities - Creditors (11)

Related party advances

Customer funds (8)

Deferred tax liabilities (9)

Total liabilities

tax liabilities (9)

Net assets, (A)

Accumulated other comprehensive income (loss), (B)

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

Increase in APIC (A) – (B) – (C)

Accumulated other

comprehensive income (loss), (B)

Purchase Price, 833,621

Series B Preferred Stock valued at $ 1.41 , (C)

Increase in APIC

(A) – (B) – (C)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

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

Book Value, $

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

Cash and cash

equivalents, including cash at liquidity provider (1)

Fixed assets (2)

Total assets:

Deferred Tax (9)

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Related party advances

Total liabilities

Net assets (A)

Accumulated other comprehensive income (loss), (B)

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

Increase in APIC (A) – (B) – (C)

Accumulated other

comprehensive income (loss), (B)

Purchase Price, 966,379

Series B Preferred Stock valued at $ 1.41 , (C)

Increase in APIC

(A) – (B) – (C)

$ ( 2,276,019 )

(1) We recognize cash

and cash equivalents held by AML and APL and deposits in bank accounts and liquidity providers that can be accessed on demand or within

(2) Financial assets at fair values for AML through profit and loss are derivative

contracts in favor of AML.

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

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

market prices or rates support the valuation techniques since their variables include only data from observable markets.

We categorize

AML’s derivative financial instruments as level 2.

recognize cash and cash equivalents held by AML and APL and deposits in bank accounts and liquidity providers that can be accessed

on demand or within 90 days.

assets at fair values for AML through profit and loss are derivative contracts in favor of AML.

They are included in our other current

assets in the consolidated balance sheet as of November 30, 2023.

We determine financial assets at fair values by reference to market

prices or rates quoted at the end of the reporting period.

Observable market prices or rates support the valuation techniques since

their variables include only data from observable markets.

We categorize AML’s derivative financial instruments as level 2.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(3) Guarantee

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

(4) Estimated overpaid

tax to Commissioner Tax Revenue, Malta.

(5) All property and equipment are initially recorded at historical cost and

included in our fixed assets, net in the consolidated balance sheet as of November 30, 2023.

Historical cost includes expenditures directly

attributable to the Acquisition of the items.

We calculate depreciation using the straight-line method to allocate their cost or revalued

amounts to their residual values over their estimated useful lives.

(6) Trade and other payables comprise obligations to pay for goods or services

acquired from suppliers in the ordinary course of business.

Accounts payable are classified as current liabilities if payment is due within

one year or less (or in the normal operating cycle of the business if longer).

overpaid tax to Commissioner Tax Revenue, Malta.

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

sheet as of November 30, 2023.

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

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

useful lives.

and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business.

Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle

of the business if longer).

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

(7) Financial liabilities at fair values for AML through profit and loss are

derivative contracts against AML.

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

We determine financial liabilities at fair values by reference to market prices or rates quoted at the end of the reporting period.

market prices or rates support the valuation techniques since their variables include only data from observable markets.

We categorize

AML’s derivative financial instruments as level 2.

(8) Customer net trading deposits funds placed with the Company by clients

intended to trade FX, securities, or other investment activities.

(9) We recognize deferred

tax using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in

the financial statements.

liabilities at fair values for AML through profit and loss are derivative contracts against AML.

They are included in our other current

assets in the consolidated balance sheet as of November 30, 2023.

We determine financial liabilities at fair values by reference

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

Observable market prices or rates support the valuation techniques

since their variables include only data from observable markets.

We categorize AML’s derivative financial instruments as level

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

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

carrying amounts in the financial statements.

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

However, deferred

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

deferred tax is not accounted for if it stems

from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction

affects neither accounting nor taxable profit or loss.

Deferred tax is determined using tax rates (and Malta laws) that have been enacted

or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized,

or the deferred tax liability is settled.

(10) Short-term borrowings

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

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

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

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

Deferred tax is determined using tax rates

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

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

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

and Development (R and D) Cost

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year ending December 31, 2024, and 2023, the Company incurred $ 0 and $ 0 , R and D costs.

In the consolidated income statements, we

have included the R and D costs in the General and Administrative expenses.

In the consolidated income statements, we have

included the R and D costs in the General and Administrative expenses.

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

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as expenses when incurred.

The Company is currently not involved in any litigation.

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

Prime Holdings Limited) and FDCTech, Inc.

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

The Company is assessing the situation and will respond appropriately.

While management cannot predict the outcome of these matters,

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

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

Company is currently not involved in any other litigation.

of Long-Lived Assets

Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment.

We test long-lived assets

for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

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

impairment charges for the fiscal year ending December 31, 2023, and 2022.

We test long-lived assets for

recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

An impairment charge

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

There are no impairment charges for the fiscal year ending

December 31, 2024, and 2023.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

cost as the Cost of Sales.

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

The Company is currently capitalizing on the costs associated

with the development.

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility

costs of the Robo Advice Platform.

The R and D costs in the period ending December 31, 2022, were due to evaluating the technological

feasibility costs of the Condor Investing and Trading App.

expenses were $ 0 and $ 22,503 for the fiscal year ending December 31, 2024, and 2023, respectively.

Company is developing the Condor Investing and Trading App.

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

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice

The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the

Condor Investing and Trading App.

There were no R and D costs for the fiscal year ending December 31, 2024, and 2023.

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

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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November

of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016;

May 16, 2016;

and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value.

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not record debt discounts as of December 31, 2020.

FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price;

feature is characterized as a beneficial conversion feature (“BCF”).

The Company records a BCF as a debt discount pursuant

to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount

related to the BCF.

As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at the issuance date

because the debt is convertible.

FRH Group’s convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion

this feature is characterized as a beneficial conversion feature (“BCF”).

The Company records a BCF as a debt discount

pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net

of the discount related to the BCF.

As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at

the issuance date because the debt is convertible.

$ 97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017.

Currency Translation and Re-measurement

Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters .” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate

component of accumulated other comprehensive income (“AOCI”) in Company’s stockholders’ equity and noncontrolling

Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the

functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense,

net”, in the year in which the change occurs.

have translated the local currency of ADS and AML in the Australian Dollar (“AUD”) and Euro Dollar (“EUR”),

respectively, into US$1.00 at the following exchange rates for the respective dates:

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

resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive

income (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests.

Transaction gains and losses

resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary

are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change

have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pund (GBP), respectively,

into US$1.00 at the following exchange rates for the respective dates:

exchange rate at the reporting end date:

OF EXCHANGE RATE

December 31, 2023

SCHEDULE OF EXCHANGE RATE

exchange rate for the period:

Foreign currency exchange rate, translation

Company ADS’ functional currency

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

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

the US dollar.

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

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

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

currency is the US dollar.

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

Company translates its records into USD as follows:

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shares issued and outstanding, respectively.

On December 31, 2020, the Company had 20,000,000 million potentially dilutive shares related

to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net loss per share as the effects would have

been anti-dilutive.

the period ended December 31, 2023, and 2022, common stock equivalents were anti-dilutive due to a net loss.

the period ending December 31, 2024, and 2023, common stock equivalents were dilutive due to net income.

Hence, they are not considered

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intangible assets valued at $ 2,644,842 .

We evaluate acquired intangible assets for impairment at least annually to confirm if

the carrying amount of acquired intangible assets exceeds their fair value.

The acquired intangible assets primarily consist of assets

under management, wealth management license, and our technology.

We use various qualitative or quantitative methods for these impairment

tests to estimate the fair value of our acquired intangible assets.

We will recognize an impairment charge for the difference if the

fair value is less than the carrying value.

We evaluate acquired intangible assets for impairment at least annually to confirm if the carrying

amount of acquired intangible assets exceeds their fair value.

The acquired intangible assets primarily consist of assets under management,

wealth management license, and our technology.

We use various qualitative or quantitative methods for these impairment tests to estimate

the fair value of our acquired intangible assets.

We will recognize an impairment charge for the difference if the fair value is less

than the carrying value.

The Company did not record impairment for the fiscal year ending December 31, 2023.

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adoption is permitted, but no earlier than the fiscal years beginning after December 15, 2020.

The guidance must be adopted as of the beginning

of the fiscal year of adoption.

The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements.

The guidance must be adopted as of the

beginning of the fiscal year of adoption.

The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial

recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange

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and $ 7,460,959 , 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, 2022.

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 .

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

As of December 31, 2023, the Company

had $ 31,316,461

The Management believes that future cash flows may not be sufficient for the Company to meet its current obligations as they become

due in the ordinary course of business for twelve (12) months following December 31, 2023.

For the fiscal year ending December 31, 2023,

and 2022, the Company has earned increased revenues year-over-year and decreased operating expenses as a percentage of total revenue.

As a result, the Company continues to experience limited cash flows from operations and the ongoing requirement for substantial additional

capital investment to develop its financial technologies.

The Management expects that it will need to raise significant additional capital

to accomplish its growth plan over the next twelve (12) months.

The Management expects to seek additional funding through private

equity or public markets.

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

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

The consolidated financial

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

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

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

to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or

issuance of debt.

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, 2024.

its inception till the fiscal year ending December 31, 2022, the Company had sustained recurring losses and negative cash flows from

During the fiscal year ending December 31, 2024, and 2023, the Company incurred a net profit of $ 80,027

and $ 1,573,176 .

of December 31, 2023, the Company had a cash balance of $ 24,781,389 , which the Management believes is sufficient to support its ongoing

operations and meet current obligations in the ordinary course of business for at least the next twelve (12) months.

Over the past fiscal

years, the Company has demonstrated strong revenue growth and improved operational efficiency, with operating expenses decreasing as

a percentage of total revenue.

the Company has adequate liquidity to sustain its existing business activities, its strategic growth initiatives, particularly in the

development of financial technologies, may require additional capital investment.

To accelerate expansion and enhance its technological

offerings, the Company may seek external financing through private equity, public markets, or credit facilities.

However, the availability

and terms of such financing cannot be guaranteed.

remains focused on strengthening the Company’s financial position by expanding its global customer base, increasing revenue from

its diversified portfolio of technological solutions, and working toward positive cash flow.

To support long-term growth, the Company

also plans to invest in long-lived assets that will drive economic benefits beyond the fiscal year 2024.

Additionally, Management may

explore revolving loan agreements with financial institutions or other funding options, as needed, to complement its organic growth strategy.

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

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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.

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

CAPITALIZED SOFTWARE COSTS

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The Company recognizes amortization expenses for capitalized software on a straight-line basis.

December 31, 2023, and 2022, the gross capitalized software assets were $ 1,851,758 and $ 1,586,989 , respectively.

At the end of December

31, 2023, and 2022, the accumulated software depreciation and amortization expenses were $ 1,052,059 and $ 825,347 , respectively.

the unamortized balance of capitalized software on December 31, 2023, and 2022, was $ 799,699 and $ 761,642 .

December 31, 2024, and 2023, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was $ 1,163,309

and $ 1,087,543 .

At December 31, 2024 and 2023, the unamortized balance

of capitalized software for the Company, excluding software of subsidiaries, was $ 1,008,299 and $ 799,699 .

Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software

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RELATED PARTY TRANSACTIONS

April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd.

(“FRH Prime”), incorporated under

section 14 of Bermuda’s Companies Act 1981.

In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients

Limited (“FXClients”), under the United Kingdom Companies Act.

The Company established FRH Prime and FXClients to conduct

financial technology service activities.

The Company established FRH Prime and FXClients to conduct financial technology service activities.

At present, both companies have ceased to exist.

the fiscal year ending December 31, 2023, and 2022, FRH Prime has generated volume rebates of $ 0 and $ 1,861 from the Condor Risk Management

Back Office Platform.

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

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

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RELATED PARTY TRANSACTIONS (continued)

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

Kundnani as the director of the Company.

As director’s compensation, the Company issued 5,000,000 valued at $ 60,000 .

Kundnani is the director and owner of APL.

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

September 2022, the Company issued 30 million common stock for $ 300,000 to Alchemy Prime Limited (APL) and appointed Gope S.

as the director of the Company.

As director’s compensation, the Company issued 5,000,000 common stock, valued at $ 60,000 .

is the director and owner of APL.

January 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $ 550,000 .

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

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Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

Series B Preferred Convertible Shares in January 2024.

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

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

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

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

Kundnani for services valued at $ 1.41 per share.

LINE OF CREDIT

June 24, 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases and

travel expenses.

The line of credit has an average interest rate for purchases at the close of business on December 31, 2023, and cash

is drawn at 12 % and 25 %, respectively.

As of December 31, 2023, the Company complies with the credit line’s terms and conditions.

At December 31, 2023, and 2022, the outstanding balance was $ 60,742 and $ 47,369 , respectively.

June 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases and travel

The line of credit has an average interest rate for purchases at the close of business on December 31, 2024, and cash is drawn

at 12 % and 25 %, respectively.

Since October 2024, the Company obtained an additional unsecured revolving line of credit with no preset

spending limit, which means the spending limit is flexible.

The pay over time limit is $ 45,000.00 .

The credit line has an average purchase

interest rate of 28 % as of December 31, 2024.

of December 31, 2024, the Company complies with the credit line’s terms and conditions.

At December 31, 2024, and 2023, the outstanding

balance was $ 115,337 and $ 60,742 , respectively.

NOTES PAYABLE – RELATED PARTY

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Act – Paycheck Protection Program (PPP Note)

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

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

The funding of the PPP Note is conditioned upon approval of the Company’s application by the Small Business Administration (SBA)

and Bank of America (“Bank”), receiving confirmation from the SBA that the Bank may proceed with the PPP Note.

SBA does not confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply

for PPP Note forgiveness.

In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under

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

In such case, Bank will establish the terms for

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

the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP

Note, and the maturity date of two (2) years from the funding date of the PPP Note.

No principal or interest payments will be due before

the Deferment Period, which is ten months from the end of the covered period.

The Company plans to apply for PPP Note forgiveness.

PPP Note outstanding balance is $ 20,651 as of December 31, 2023.

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”).

The funding of the PPP Note is conditioned

upon approval of the Company’s application by the Small Business Administration (SBA) and Bank of America (“Bank”),

receiving confirmation from the SBA that the Bank may proceed with the PPP Note.

Suppose the SBA does not confirm the PPP Note’s

forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply for PPP Note forgiveness.

In that case,

the Company will be obligated to repay the Bank the total outstanding balance remaining due under the PPP Note, including principal and

interest (the “PPP Note Balance”).

In such case, Bank will establish the terms for repayment of the PPP Note Balance in a

separate letter to be provided to the Company, which letter will set forth the PPP Note Balance, the amount of each monthly payment,

the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP Note, and the maturity date of two (2)

years from the funding date of the PPP Note.

No principal or interest payments will be due before the Deferment Period, which is ten

months from the end of the covered period.

The PPP Note outstanding balance is $ 5,661 as of December 31, 2024.

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

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The SBA loan outstanding balance is $ 114,184 as of December 31, 2024.

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

a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10%.

As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US

$ 155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock 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.

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 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.

The Company paid off the loan in February 2023.

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

Company shall pay $ 100,000 to the Purchaser concurrently with its execution and delivery

letter agreement (this “Letter Agreement”);

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

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

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

2, 2024 (the “Share Issuance”).

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

January 2, 2024 (the “Share Issuance”).

Injury Disaster Loan (EIDL)

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Facility and Other Operating Leases

Lease, California, USA (Headquarter)

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.

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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)

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.

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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

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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.

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.

Cyprus Lease, Europe (Ecastica)

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These expenses were included in the general and administrative

Russia (Terminated)

The lease was terminated in August 2024.

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

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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.

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

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our personnel to Kazakhstan.

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.

The Operating Lease Liability was estimated to be $ 36,419 current and $ 3,264 noncurrent.

The lease expense for the fiscal year ended

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

Company determines the lease term as the non-cancelable period of the lease, together with periods covered by an option to extend the

lease if it is reasonably certain to be exercised and periods covered by an option to terminate the lease if it is reasonably certain

not to be exercised.

discount rate of 10.00 % used to measure the lease liabilities was determined based on the Company’s incremental borrowing rate,

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

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

expenses are included in General and Administrative costs.

Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred

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of $ 5,000 per month to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

Effective October 1, 2020, the Company expenses $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company expenses $ 15,000

monthly to its CEO and CFO.

Effective October 1, 2020, the Company paid $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company paid $ 15,000 monthly

to its CEO and CFO.

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

$ 70,493 and $ 33,062 , respectively.

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

the assets or any affiliate of the Company.

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

Prime Holdings Limited) and FDCTech, Inc.

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

The Company is assessing the situation and will respond appropriately.

While management cannot predict the outcome of these matters,

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

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

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

any of the assets or any affiliate of the Company.

Compliance Matters

inception to date, the Company’s officers are paid as independent contractors, as a result, as of December 31, 2023, therefore

the Company believes payroll tax liabilities are not estimated.

The Company’s federal taxes are acceptable to

Internal Revenue Services.

inception to date, the Company’s officers are paid as independent contractors;

as a result, as of December 31, 2024, the Company

believes payroll tax liabilities are not estimated.

The Company’s federal taxes are compliant with the Internal Revenue Service

STOCKHOLDERS’ DEFICIT

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

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

To eliminate the costs and management time for a special meeting

and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve

the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and per our bylaws.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent.

The Approving

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

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

To implement the actions, the Company opted to obtain written consent from

a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws.

10, 2022, the Approving Stockholders gave their approval.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions

by written consent.

The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s

total issued and outstanding voting power.

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

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capital stock (the “Approving Stockholders”):

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

the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized

Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation

not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of

our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50 , to be determined

by the Board of Directors, and

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

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

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

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

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

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

STOCKHOLDERS’ DEFICIT (continued)

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

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

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

and the accompanying notice are mailed to our stockholders.

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

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

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

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

both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been

We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which

this Information Statement and the accompanying notice are mailed to our stockholders.

Our Board may abandon either or both Corporate

Actions for any reason before their effective date.

of December 31, 2024, and 2023, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock, a par

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

of December 31, 2024, and December 31, 2023, the Company had 390,584,729 and 388,584,729 , respectively, common shares issued and outstanding.

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

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

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

The preferred shares have no other rights, privileges,

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

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

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

of such shares.

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

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

of December 31, 2024, and 2023, the Company had 4,500,000 and 6,500,000 Series A Preferred stock issued and outstanding.

of December 31, 2024, and 2023, the Company had 2,361,844 and 1,800,000 Series B Preferred Stock issued and outstanding.

A Preferred Stock

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

Firoz, and Felix R.

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

OF SERIES A PREFERRED STOCK

and Address (1)

Mitch Eaglstein

Series A Preferred

Officers and Directors as a group (2 persons)

Series A Preferred

(4) Series A Preferred

stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action.

On December 12, 2016,

the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R.

Hong, respectively, as the founders, in consideration of services rendered to the Company.

As of December 31, 2022,

the Company had 4,000,000 preferred shares issued and outstanding.

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

As of December 31, 2022, the Company had 4,000,000

preferred shares issued and outstanding.

(5) In January 2023,

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

Kundnani, the Director of the Company.

As of September 30, 2023,

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

and 1,000,000 shares, respectively.

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

1,000,000 shares, respectively.

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

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

The Company will receive

$ 2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $ 1.00 per share.

January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares

of Series A Preferred Stock of the Company issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the

Company issued to Felix R Hong.

STOCKHOLDERS’ DEFICIT (continued)

B Preferred Stock

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

AML and 100 % of APL.

percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

OF SERIES B PREFERRED STOCK

and Address (1)

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

(6) The Series B Preferred

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

Each share of

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

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

As a result, 2,361,844

Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis.

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

of AML and 100 % of APL.

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

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

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

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

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

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

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

Eaglstein for services valued at $ 1.41 per share.

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

Kundnani for services valued at $ 1.41 per share.

January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

STOCKHOLDERS’ DEFICIT (continued)

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

Firoz, respectively, as the founders, in consideration of services rendered to the Company.

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

STOCKHOLDERS’ DEFICIT (continued)

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

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 .

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Eaglstein and Mr.

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

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

July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $ 98,000 under its offering Memorandum, where

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(the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered

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

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

by the Registrant were not sold or issued.

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

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

Registrant were not sold or issued.

STOCKHOLDERS’ DEFICIT (continued)

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

(“Broker-Dealer” or “Kingswood Capital

Markets”) of common stock at $ 0.25 per share for a total value of $ 686,263 .

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

(“Broker-Dealer” or “Kingswood

Capital Markets”) at $ 0.25 per share for a total value of $ 686,263 .

The Broker-Dealer is retained to provide general financial

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Markets presumably will produce benefits for the Company.

On August 25, 2020, the Company and Broker-Dealer terminated all obligations

other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer.

On August 25, 2020, the Company and Broker-Dealers terminated all obligations

other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealers.

The Broker-Dealer returned the 2,745,053

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

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

Genesis Agreement did not materialize, the Consultant returned the shares to the treasury.

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

the Genesis Agreement did not materialize, the Consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 .

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January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $ 114,185 .

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

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 (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note.

The AJB Warrants and the Shares, collectively

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

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

January 27, 2022, the Company entered into a promissory note agreement (AJB Note) with AJB Capital Investments, LLC (AJB Capital).

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 (AJB Warrants) priced at $ 0.30 as consideration fees for the AJB Note.

The AJB Warrants and Shares, together called the ‘Incentive

Fee,’ are issued when the agreement is signed.

As of September 30, 2022, all AJB Warrants are out-of-money and not exercised.

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

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controlling shareholder of the Company, is an officer and controlling shareholder of the Company.

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

restricted common stock to AJB for redemption of warrants valued at $ 90,000 .

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

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

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries not using

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

not use the U.S.

dollar as their functional currency.

following table shows the changes in AOCI by component for 2024 and 2023:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

Cumulative Foreign

Currency Translation

Balance as of December 31, 2021

Other comprehensive income (loss) attributed to ADS

Total other comprehensive income (loss)

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive Income:

as of December 31, 2022

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to APL

Total other comprehensive

income (loss)

Balance as of December

Other comprehensive income (loss), attributed to ADS

Other comprehensive income (loss), attributed to AML

Other comprehensive income (loss), attributed to APL

Total other comprehensive income (loss)

Other comprehensive income (loss), attributed

Other comprehensive income/(loss),

Total other comprehensive

income/(loss)

Balance as of December

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 (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note.

warrants (‘AJB Warrants’) priced at $ 0.30 as consideration fees for the AJB Note.

The AJB Warrants and the Shares, collectively

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

On December 27, 2023, the Company issued 5,000,000 restricted common stock

to AJB Capital for redemption of warrants valued at $ 90,000 .

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

to be paid on or before January 26, 2024.

Our income tax expenses, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s

best estimate of current and future taxes to be paid.

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

restricted common stock to AJB Capital for the redemption of warrants valued at $ 90,000 .

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

Capital, with the remaining $ 100,000 to be paid on or before January 26, 2024.

income tax expenses, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best

estimate of current and future taxes to be paid.

We are subject to income taxes in the United States and numerous foreign jurisdictions,

namely Malta, the United Kingdom, and Australia.

Significant judgments and estimates are required in the determination of the consolidated

income tax expense.

Company calculates income taxes using the asset and liability method of accounting.

We compute Deferred income taxes by multiplying statutory

rates applicable to estimated future-year differences between the consolidated financial statement and tax basis carrying amounts of

assets and liabilities.

Significant judgments and estimates are required to determine the consolidated income

The Company calculates income taxes using the asset and liability method of accounting.

We compute Deferred income taxes

by multiplying statutory rates applicable to estimated future-year differences between the consolidated financial statement and tax basis

carrying amounts of assets and liabilities.

evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive

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SCHEDULE OF PROVISION FOR INCOME TAXES

Deferred Tax Assets/Liability

December 31, 2023

December 31, 2022

Tax Assets/Liability

Income (Loss) per Books

M-1 Differences:

( 1,067,350 )

Stock/options issued for services

Depreciation and amortization

Tax income (loss)

Prior Year NOL (exclude effect of state tax)

( 1,395,876 )

Cumulative NOL

Stock/options issued for

and amortization

income (loss)

Prior Year NOL (exclude

effect of state tax)

( 1,395,876 )

SCHEDULE OF DEFERRED TAX ASSETS

December 31, 2023

December 31, 2022

Net operating loss carry forwards.

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Change in valuation allowance

2023 and 2022, the Company as a standalone, excluding its subsidiaries, had pre-tax income and losses of $ 230,010

and $ 1,067,350 ,

respectively.

As of December 31, 2023, we had approximately $ 1,395,876

in net deferred tax assets (DTAs) expiring in 2037 for the federal and 2037 for the state.

These DTAs include approximately $ 1,395,876

related to net operating loss carryforwards that can be used to offset taxable income for fiscal year ended December 31, 2023, and

future periods and reduce our income taxes payable in those future periods.

2024 and 2023, the Company as a standalone, excluding its subsidiaries, had pre-tax income of $ 303,211 and $ 642,948 , respectively.

of December 31, 2024, we had approximately $ 449,716 in net deferred tax assets (DTAs) expiring in 2037 for the federal and 2037 for the

These DTAs include approximately $ 449,716 related to net operating loss carryforwards that can be used to offset taxable income

for the fiscal year ending December 31, 2024, and future periods and reduce our income taxes payable in those future periods.

Income Taxes (continued)

believe that it is more likely than not that the benefit from certain state NOL carryforwards will not be realized.

If we realize NOL

carryforwards for in fiscal year ended December 31, 2023, our taxable pre-tax income of $ 230,010 will be loss of $ 1,165,866 .

If our assumptions change and we determine that we will be able to realize these NOLs, the tax benefits related to any reversal of the

valuation allowance on deferred tax assets as of December 31, 2023, will be accounted for as follows:

approximately $ 1,395,876 will

be recognized as a reduction of income tax expense and $ 1,395,876 will be recorded as an increase in equity.

benefit from certain state NOL carryforwards is unlikely to be realized.

If we realize NOL carryforwards for the fiscal year ending December

31, 2024, our taxable pre-tax income of $ 303,211 will be a loss of $ 449,716 .

If our assumptions change and we determine that we will

be able to realize these NOLs, the tax benefits related to any reversal of the valuation allowance on deferred tax assets as of December

31, 2024, will be accounted for as follows:

approximately $ 752,927 will be recognized as a reduction of income tax expense and $ 752,927

will be recorded as an increase in equity.

we are unable to realize the benefits of NOL carry forwards, in recognition of this risk, we have provided a valuation allowance of $ 299,936

3 unchanged sentences

Should such a position be identified in the future, and if the Company owes interest and penalties, these would

be recognized as interest expenses and other expense, respectively, in the consolidated financial statements.

be recognized as interest expenses and other expenses, respectively, in the consolidated financial statements.

Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

3 unchanged sentences

in the United States before 2016.

The State Franchise Tax return for 2023 and 2022 has been submitted and accepted by Delaware State

The State Franchise Tax return for 2023 and 2022 has been submitted and accepted by the Delaware State

Franchise Tax Board.

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SUBSEQUENT EVENTS

Company had evaluated subsequent events through October 15, 2024, when these financial statements were available to be issued.

January 4, 2024, for extraordinary services rendered to the Company, and in consideration for a loan (Susan E.

Eaglstein, a related party),

the Board issued shares of Series B Preferred Stock to the following officers’, directors’, consultant, and lender at a value

of $ 1.41 per share:

SCHEDULE OF SHARES ISSUED TO RELATED PARTY AND BOARD MEMBERS

Mitchell M Eaglstein

FRH Group Corporation

January 30, 2024, per subscription agreements and in consideration for cash, the Company agreed to issue shares of Series B

Preferred Stock to the following related party at a value of $ 1.41

January 25, 2024, the Company received $ 100,000 for one subscription of 70,922 Series B Stock.

On January 26, 2024, the Company paid $ 100,000 to AJB Capital as part of

the second repayment where the Company redeemed all the AJB Warrants and settled any outstanding liability associated with the AJB Note.

January 30, 2024, the Board of Directors adopts and approves the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred

Stock of the Company issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix

SUBSEQUENT EVENTS (continued)

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

In order to eliminate the costs and management time involved

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

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

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

and our bylaws.

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

The Approving Stockholders

(common stock only) own 280,102,413

shares, representing 72%

of the total issued and outstanding voting power of the Company.

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

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

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

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

capital stock (the “Approving Stockholders”):

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

the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized

Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation

not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of

our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50 , to be determined

by the Board of Directors, and

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

March 2024, the Company established a wholly owned subsidiary, Alchemytech Ltd, a Cyprus company, to provide technology and other services

to the European market.

The Company extended the Limassol, Cyprus Lease, Europe (Ecastica) lease to April 2025.

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.

May 2024, Mitchell M.

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

(AML) to oversee operations in Malta.

Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

January 2025, the Company announced the signing of a Letter of Intent (LOI) to acquire Alchemy Global Ltd.

(“Alchemy Global”),

a Seychelles-registered securities dealer authorized by the Financial Services Authority (FSA) under license number SD136.

The acquisition

is a strategic move aimed at establishing a significant presence in the Middle Eastern and Asian markets, with the deal expected to close

by the third quarter of 2025, subject to customary closing conditions and regulatory approvals.

In January 2025, the Company issued 32,000,000 restricted

common stock to three personnel who work at its subsidiaries for services valued at $ 35,200 .

Company had evaluated subsequent events through March 31, 2025, when these financial statements were available to be issued.

Articles of Incorporation

FDCTech, Inc.

Insider Trading Policy

List of Subsidiaries

Certification

of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

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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 9A. Controls and Procedures