What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-12-31 · 1540 added, 1315 removed, 187 unchanged (94% of the section changed)

to Consolidated Financial Statements

Balance Sheets as of March 31, 2024 (Unaudited), and December 31, 2023 (Audited)

Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)

Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (Unaudited)

Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)

to the Consolidated Financial Statements

BALANCE SHEETS

Accounts receivable, net of allowance for

doubtful accounts of $ 22,382 and 21,526 , respectively

Financial Statements.

FDCTECH, INC.

Index to Consolidated Financial Statements

Consolidated Balance Sheets as of March 31, 2024 (Unaudited), and December 31, 2024 (Audited)

Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

Notes to the Consolidated Financial Statements

FDCTECH, INC.

CONSOLIDATED BALANCE SHEETS

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 22,382 , respectively

Prepaid expenses – current

1 unchanged sentence

Loan receivable

Current assets

Total Current assets

Capitalized software, net

Investment through subsidiary

Investment through a subsidiary

Accrued income

Acquired intangible assets

Related party guarantee

Tax receivable

Fair value of trading positions for the firm,

Fair value of trading positions for the firm, profit

Right of use (lease)

1 unchanged sentence

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

1 unchanged sentence

Accrued expenses, related party

Accrued expenses, non-related party

Accrued expenses

Business acquisition loan

2 unchanged sentences

Customer funds

Fair value of trading positions for the firm,

Fair value of trading positions for the firm, loss

Operating lease liability, current

Other current liabilities

Current liabilities

Total Current liabilities

Deferred tax liabilities

2 unchanged sentences

Accrued interest – non-current

Commitments and Contingencies

Total liabilities

Commitments and Contingencies (Note 9)

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000

shares authorized, 4,500,000

and 6,500,000

issued and outstanding, as of March 31, 2024, and December 31, 2023

Series B Preferred stock, par value $ 0.0001 ,

3,500,000 shares authorized, 2,360,000 and 1,800,000 issued and outstanding, as of March 31, 2024, and December 31, 2023

Preferred stock, value

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 4,500,000 issued and outstanding, as of March 31, 2025, and December 31, 2024

Series B Preferred Stock, par value $ 0.0001 , 3,500,000 shares authorized, 2,371,844 and 2,361,844 issued and outstanding, as of March 31, 2025, and December 31, 2024

Common stock, par value $ 0.0001 , 500,000,000 shares authorized;

422,584,729 and 390,584,729 shares issued and outstanding, as of March 31, 2025, and December 31, 2024

Additional paid-in capital, common stock

Additional paid-in capital, preferred stock

Additional paid-in capital, Common Series A, Series B

Accumulated other comprehensive income

2 unchanged sentences

( 2,563,620 )

FDCTech, Inc.

Total FDCTech, Inc.

stockholders’ equity (deficit)

Noncontrolling

liabilities and stockholders’ deficit

accompanying notes to the financial statements.

STATEMENTS OF OPERATIONS

Noncontrolling interest

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to the financial statements.

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

March 31, 2025

March 31, 2024

Three Months Ended

March 31, 2025

March 31, 2024

Technology & software

1 unchanged sentence

Brokerage (Trading)

Total revenue

Cost of sales

2 unchanged sentences

Brokerage (Trading)

cost of sales

Total cost of sales

Operating expenses:

1 unchanged sentence

Sales and marketing

operating expenses

Operating loss

Total operating expenses

Operating income (loss)

Other income (expense):

1 unchanged sentence

Other income (expense)

other income (expense)

Income (loss) before provision

for income taxes

Total other income (expense)

Income (loss) before provision for income taxes

Provision for income taxes

income (loss)

$ ( 224,374 )

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

Net income (loss)

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding basic and diluted

Other comprehensive income (loss):

Change in foreign currency translation

$ ( 140,137 )

Total other comprehensive

income (loss)

Total comprehensive

income (loss)

Comprehensive income (loss)

attributable to noncontrolling interests

Comprehensive income

(loss) attributable to FDCTech stockholders

$ ( 242,516 )

accompanying notes to the financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Total other comprehensive income (loss)

Total comprehensive income (loss)

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income (loss) attributable to FDCTech stockholders

See accompanying notes to the financial statements

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred stock

Comprehensive

2 unchanged sentences

$ ( 2,643,647 )

Common shares issued for cash valued at $ 0.0114

Common shares issued for services valued at

$ 0.0048 per share

Common shares issued for cash valued at $ 0.013

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Balance March 31, 2023

$ ( 4,439,560 )

Three months ended March 31, 2024

Balance, December 31, 2023

$ ( 2,643,647 )

Series A Preferred canceled

6 unchanged sentences

$ ( 1,814,907 )

accompanying notes to the financial statements

STATEMENTS OF CASH FLOWS

months ended March 31, 2025

December 31, 2024

stock issued for services

B issuances at $ 1.41 per share

in APIC due to common control

(income) loss attributable to noncontrolling interest

March 31, 2025

See accompanying notes to the financial statements

FDCTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Net income (loss)

$ ( 224,374 )

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

3 unchanged sentences

Fixed assets, net

Accrued expenses, non-related party

Acquired intangible assets

1 unchanged sentence

Gross accounts receivable

OID Promissory Note

Loan receivable

( 1,446,098 )

Accounts payable

Other current liabilities

( 4,434,429 )

Accrued interest

7 unchanged sentences

Right of use of assets (lease)

Accrued expenses, related

cash used in operating activities

Accrued expenses, related party

Net cash used in operating activities

Investing Activities:

2 unchanged sentences

Changes in paid-in capital

cash used in investing activities

Net cash used in investing activities

Financing Activities:

Borrowing from (payments to) line of credit

Promissory Note

Net proceeds from cares act - paycheck protection

Net proceeds from cares act - paycheck protection program

Net proceeds from SBA loan

Related party advances

Stock receivable

Common stock issued for cash

Common stock issued for financing cost

Series A Preferred cancelation

Noncontrolling interest

cash provided by financing activities

Net cash provided by financing activities

$ ( 744,835 )

increase in cash

at beginning of the period

at end of the period

paid for income taxes

paid for interest

- cash investing and financing activities:

accompanying notes to the financial statements

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:

See accompanying notes to the financial statements

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016.

On February 27, 2018, the

Company changed its name to FDCTech, Inc.

The name change reflects the Company’s commitment to expanding its products and services

in the FX and financial markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology (‘fintech’)

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

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

regulatory licenses, and a proven executive team.

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

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

Under Delaware laws, the founders incorporated the

Company as Forex Development Corporation on January 21, 2016.

On February 27, 2018, the Company changed its name to FDCTech, Inc.

name change reflects the Company’s commitment to expanding its products and services in the FX and financial markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology (‘fintech’) and business solutions to online OTC brokerages

(“customers”).

The 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

FDCTech 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.

Key subsidiaries include:

AD 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.

Alchemy Markets Ltd.

(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.

Alchemy Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment advisory and brokerage services.

AlchemyTech Ltd.

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

FDCTech continues to drive innovation by developing

next-generation trading platforms, such as the Condor Pro Multi-Asset Trading Platform , and expanding its market reach.

remains committed to leveraging proprietary technology and regulatory expertise to enhance operational efficiencies and client engagement

across global financial markets.

Currently, we have three primary business segments:

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

The Company is building a

diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses,

and a proven executive team.

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

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

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

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

legacy financial services companies.

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

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

The Company replaces conventional legacy

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

increase client retention, and realize cost synergies.

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 51 % of ADFP’s issued and outstanding shares of capital stock in exchange for 45,000,000

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

The operating and licensed entity of ADFP is AD

Advisory Services Pty Ltd.

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

Completed Acquisitions

On 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 Street, Brisbane, Queensland, Australia 4000 (“ADFP” or “Target”).

According to the Agreement, the Company acquired 51 % of ADFP’s

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

common shares.

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

ADFP owns one hundred percent ( 100 %) equity

interest in AD Advisory Services Pty Ltd (“ADS”).

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.

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

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

Alchemy Markets Ltd.

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

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

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

To comply with the BVI

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

The Company closed the acquisition

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

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

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

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

$ 1,175,406 .

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

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

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

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

of CIM Acquisition

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

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

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

On December 31, 2022, the Company announced the sales

purchase agreement (“Agreement”) under which the Company acquired a 50.10 % equity interest in New Star Capital Trading Ltd.,

a British Virgin Island company (“New Star”) and its operating subsidiary Alchemy Markets Ltd.

(“AML”), formerly

known as NSFX Ltd (“NSFX”).

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

The Company will assume a business

acquisition loan liability of $ 350,000

to purchase the controlling interest in AML.

To comply with the BVI Companies Act’s requirement for a change of ownership, the

company amended the Agreement as of June 30, 2023.

The Company closed the acquisition as of June 30, 2023, and consolidated the fair

value of AML’s assets and liabilities from June 30, 2023.

The Company completed the acquisition of the remaining

49.90 % of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI), formerly known as New Star and its subsidiary

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

(APHL), through an exchange for 833,621 Series

B preferred convertible stocks (“Series B Preferred Stock”) valued at $ 1,175,406 .

The Company completed the acquisition of 100.00 %

of the issued and outstanding shares of Alchemy Prime Limited (“APL”) on November 30, 2023 (“Acquisition Date”)

from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $ 1,362,594 .

Kundnani (“Kundnani”) is the

sole controlling shareholder, holding one hundred percent ( 100 %) shareholding in APHL.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

Bank Acquisition Termination

In 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.

On March 19, 2024, the Company established Alchemytech

(ATECH), a Cypriot company.

ATECH provides the Company’s subsidiaries and affiliate companies with information technology,

sales, and marketing services.

Investment and Brokerage

Margin Brokerage (Europe) – Alchemy Markets

AML 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.

During 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.

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

AML 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.

Margin Brokerage (UK) – Alchemy Prime Ltd.

APL 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.

Investment and Brokerage consolidated revenues for

the three months ended March 31, 2025, and 2024 were $ 7,763,769 and $ 4,606,966 , respectively.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

& Software Development – Condor Trading Technology

Company has three sources of revenue.

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

Our proprietary

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

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform,

and other digital assets-related solutions.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

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 has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform as of March 31, 2024.

Wealth Management – AD Advisory Services Pty Ltd.

On December 22, 2021, the Company entered into a Share

Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd ACN 628 331 117 of Level 38/71 Eagle St, Brisbane,

Queensland, Australia, 4000 (“ADFP” or “Target”).

According to the Agreement, the Company acquired 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.

The 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 %

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.

AD 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.

Wealth Management consolidated revenues for the three

months ended March 31, 2025, and 2024 were $ 1,534,852 and $ 1,513,425 , respectively.

Technology & Software Development – Condor Trading Technology

The 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, and banks.

The Company generates revenues by licensing its

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

integration technology.

The Company has three sources of revenue.

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

Our proprietary technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform, and other digital assets-related solutions.

Customized Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development Agreement (“Agreement”).

Consulting Services— The Company’s turnkey business solutions include Start-Your-Own brokerage (“SYOB”), Start-Your-Own Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions.

The 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.

The 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 Back Office.

The Company’s upgraded Condor

Back Office (Risk Management) meets the regulatory requirements of various jurisdictions.

Condor Back Office complies with the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation implemented

by the European Securities and Markets Authority (ESMA) across the European Union as of January 3, 2018.

The Company is developing the Condor Investing &

Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from

their mobile phones.

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

fiscal year ending December 31, 2025.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

The Company does not hold any patents

or trademarks on its proprietary technology solutions.

The 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 is provided by our customers, as the Company undertakes design-build software development projects for them.

The Company develops these projects to meet the customer’s design criteria and performance requirements.

does not mine any digital assets, trade, or act as a counterparty in digital assets within 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 from the Financial Crimes Enforcement Network (FinCEN) and respective

states’ money transmission laws.

The Company also does not need to register under the Securities Exchange Act of 1934, as

amended, as a national securities exchange, an alternative trading system, or a broker-dealer, since the Company is not a

broker-dealer and does not intend to become one.

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.

The 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 tailored to the customer and clearly defines the fee schedule, duties, responsibilities, renewal and termination

terms, confidentiality agreement, dispute resolution, and other clauses necessary for a contract of this nature.

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

Each contract is tailored to the customer and clearly defines the fee schedule, duties, responsibilities, renewal and termination terms, confidentiality

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

The Company has seven licensing

agreements for its Condor Pro Multi-Asset Trading Platform as of the fiscal year ending March 31, 2025.

The Company continuously

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

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

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

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

The Company expects to commercialize the Condor Investing & Trading

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Management – AD Advisory Services Pty Ltd.

Advisory Services Pty Ltd.

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

funds under advice.

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

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

and Margin Brokerage Business (Malta and UK)

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

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

AML trading platform services in the English, French, German,

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

in real time.

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

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

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

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.

IT, Sales & Marketing Service Provider (Cyprus)

In March 2024, the Company established Alchemytech Ltd.

(ATECH), a Cyprus

ATECH provides the Company's subsidiaries and affiliate companies with information technology, sales, and marketing services.

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

The consolidated revenues for Technology and Software

Development for the three months ended March 31, 2025, and 2024, were $ 813,747 and $ 255,944 , respectively.

Settlement of the FRH Group Note

Between February 22, 2016, and April 24, 2017, the

Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH”).

The Company executed Convertible

Promissory Notes, due between February 28, 2018, and April 24, 2019 .

The Notes were convertible into common stock initially at $ 0.10 per

share but may be discounted under certain circumstances.

In no event will the conversion price be less than $ 0.05 per share with a maximum

of 20,000,000 shares issued to FRH.

On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”)

with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 , in

return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement,

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

Hong also owned.

2021-2022 Equity Line of Credit

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

issuable to selling shareholders for up to $ 2,200,000 , including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii)

up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), according to a “Purchase Notice Right” under

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

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

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

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

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

From October 2021 to February

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

On October 04, 2021, the Company filed a prospectus

that relates to the resale of up to 22,670,000 shares of our Common Stock issued or issuable to selling shareholders for up to $ 2,200,000 ,

including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii) up to 20,000,000 issuable to White Lion Capital, LLC (“White

Lion”), according to a “Purchase Notice Right” under an Investment Agreement and (iii) 670,000 shares issued to White

Lion as a commitment fee associated with the Investment Agreement.

From October 2021 to February 2022, the Company executed five “Purchase

Notice Rights” under an Investment Agreement with White Lion and received a net of $ $ 38,824 after deducting financing costs associated

with the Investment Agreement.

From January 2021 to February 2022, the Company executed

five “Purchase Notice Rights” under an Investment Agreement with White Lion and received a net of $ 33,596 after deducting

financing costs associated with the Investment Agreement.

From October 2021 to February 2022, the Company received $ 72,420 from the Investment

The Company also received a net amount of $ 81,000

from the related parties to fund its operations.

Our cash balance is $ 93,546 as of 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

2022 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

On January 27, 2022, the Company issued

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.

issued 2,214,286

common stock priced at $ .07

per share upon issuance of the Note (the “Shares”)

and 1,000,000

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

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

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

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

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

a change of ownership in the CMA application.

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

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

The Company issued 2,214,286

shares of common stock at $ 0.07

per share and 1,000,000

3 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.

Related Party Investments from 2022 to 2024

On January 25, 2023, the Company issued 115,000,000

restricted common shares for cash valued at $ 550,000 to Kundnani, considered a related party.

On March 28, 2023, the Company issued 2,000,000 restricted

common shares for cash valued at $ 20,000 .

On 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.

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

On November 30, 2023, Kundnani, a

related party, purchased 2,500,000

shares of Series A Preferred stock of the Company for $ 2.5

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

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

the Company for $ 5.5 million.

On November 30, 2023, Kundnani purchased 50,000,000

shares of the Company’s common stock for $ 5.5

The Company has issued the common stock to Kundnani.

The Company expects to receive funds by the end of

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

internal controls, and corporate governance.

wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators

in Australia.

The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’

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

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

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

Company currently has four Board of Directors.

The Company expects to receive funds by the end of April 2024.

In 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

As part of the consideration, the Company issued Ms.

Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024.

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.

Governmental Regulation

FDCTech is a publicly traded company subject to SEC

and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance.

Our wealth management business, AD Advisory Services

(ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators in Australia.

The Australian Securities and

Investments Commission (ASIC) administers a licensing regime for ‘financial services’ providers where ADS holds an Australian

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

AML is an investment firm regulated by the Malta Financial

Services Authority (MFSA).

APL is an investment firm regulated by the Financial

Conduct Authority (FCA).

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Board of Directors

At 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

the Company’s stock of at least 10%.

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.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

September 30, 2022, the Company appointed Gope S.

Eaglstein and Imran Firoz have been Executive

Directors of the Company since January 21, 2016.

On June 15, 2021, the Company appointed Jonathan Baumgart

as the Director of the Company.

On September 30, 2022, the Company appointed Gope

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.

in Registrant’s Certifying Accountant

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

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

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 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.

BFB has been the Company’s

auditor since July 2021.

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

(the “Company”) terminated its relationship

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

of April 18, 2023.

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

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

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

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

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

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

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

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

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

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

During the period that Bolko was

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

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

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

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

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

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

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

Olayinka is a member of the Public

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

Changes in Registrant’s Certifying Accountant

On July 2, 2021, the Board of Directors of FDCTech,

(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.

It was not qualified or modified for uncertainty

audit scope or accounting principles.

On 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.

BFB has been the Company’s auditor since July 2021.

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

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

public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as of April 18, 2023.

of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022, and 2021 did not contain an adverse

opinion or disclaimer of opinion.

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

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

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 periods.

On April 18, 2023, the Company, based on the decision

of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (“Bolko”) to serve as the Company’s

independent registered public accounting firm, commencing April 18, 2023.

On March 4, 2024, the board of directors of the “Company

terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (“Bolko”),

effective as of March 4, 2024.

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.

On March 4, 2024, the Company, based on the decision

of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California (“FCPA”) to serve as the Company’s

independent registered public accounting firm, commencing March 4, 2024.

On July 2, 2024, the Company, based on the decision

of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”) to serve as the Company’s

independent registered public accounting firm, commencing July 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.

Description of Company’s Securities to be

Effective September 03, 2021, the Company’s description of its common stock, par value $ 0.0001 per share, to be registered hereunder contained under the heading

“Description of Securities” in the Company’s Registration Statement on Form S-1 (File No.

333- 221726), as initially

filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2017, as subsequently amended (the “Registration

Since the Registration Statement filing, the Company has made all required filings pursuant to Section 15(d) and has

continued to file all reports voluntarily.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

of Company’s Securities to be Registered

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

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

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

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

Since the Registration Statement filing, the Company has made

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

Ukraine-Russia

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

The war between

the two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed

additional sanctions on Russia and specific individuals.

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

development office in Russia.

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

accompanying consolidated financial statements include the accounts of FDCTech, Inc.

Ukraine-Russia Conflict

The geopolitical situation in Eastern Europe intensified

on February 24, 2022, with Russia’s invasion of Ukraine.

The war between the two countries continues to evolve as military activity

The United States and certain European countries have imposed additional sanctions on Russia and specific individuals.

end of August 2022, the Company closed its technical support and development office in Russia.

We relocated our personnel to Turkey, currently

considered a neutral zone.

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

If the military activities worsen and expand in Europe, we may relocate our office from Turkey to other neutral zones in Asia.

we cannot relocate our technical and development operations to a safer zone, it may impact our software development capabilities and negatively

impact the Company’s business plans.

As of the date of this report, there has been no disruption

in our operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

include the accounts of FDCTech, Inc.

and its wholly-owned subsidiary.

We have eliminated

all intercompany balances and transactions.

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

policies adopted by the Company in its financial statements.

The Company has measured and presented its consolidated financial statements

in US Dollars, the currency of the primary economic environment in which it operates (also known as its functional currency).

Statement Preparation and Use of Estimates

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

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

estimates, judgments, and assumptions.

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

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

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

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

We have eliminated all intercompany balances and transactions.

The Company has prepared the consolidated financial statements consistent with the accounting policies adopted by the Company in its financial

The Company has measured and presented its consolidated financial statements in US Dollars, the currency of the primary economic

environment in which it operates (also known as its functional currency).

Financial Statement Preparation and Use of Estimates

The Company prepared consolidated financial statements

according to accounting principles generally accepted in the United States of America (“GAAP”).

The preparation of consolidated

financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions.

This could impact the reported amounts of assets and liabilities, as well as the related disclosures, at the date of the consolidated

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

Estimates include revenue recognition, the allowance for doubtful

accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived

Actual results could materially differ from these estimates.

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

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

and Cash Equivalents

and cash equivalents include cash on hand, deposits held with banks, and other short-term, highly liquid investments with three months

or less of original maturities.

On March 31, 2024, and December 31, 2023, the Company had $ 38,945,123 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 three (3) 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.

March 31, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the three months ended March 31, 2024, and 2023.

Marketing, and Advertising

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

Company incurred $ 46,925 and $ 30,005 in sales, marketing, and advertising costs (“sales and marketing”) for the three months

ended March 31, 2024, and 2023.

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

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

The increase in sales and marketing expenses is mainly

due to the increase in promotional marketing costs for the three months ended March 31, 2024.

sales, marketing, and advertising expenses represented 0.74 % and 1.94 % of the sales for the three months ended March 31, 2024, and 2023.

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

The majority of the Company’s revenues

come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’)

that fall within the scope of ASC 606.

Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration

the Company expects to receive in exchange for those goods or services as per the contract with the customer.

As a result, the Company

accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from

Contracts with Customers (Topic 606), which includes the following steps:

the contract or contracts and subsequent amendments with the customer.

all the performance obligations in the contract and subsequent amendments.

the transaction price for completing performance obligations.

the transaction price to the performance obligations in the contract.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

acceptance, and other relevant categories.

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

to performing their respective obligations.

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

the contract has commercial

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

The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice.

Company considers the change in scope, price, or both as contract modifications.

The parties describe contract modification as a change

order, a variation, or an amendment.

A contract modification exists when the parties approve a modification that either creates new or

changes existing enforceable rights and obligations.

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

customer’s customary business practice when agreed in writing.

If the parties to the contract have not approved a contract modification,

the Company continues to apply the existing contract’s guidance until the contract modification is approved.

The Company recognizes

contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase,

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

change in goods/services promised.

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

a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable

of being distinct and distinct within the context of the agreement.

Solutions and services that are not capable of being distinct and

distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition

For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative

stand-alone selling price basis.

The Company determines the stand-alone selling price for each item at the transaction’s inception

involving these multiple elements.

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

over a product or delivering a service to a customer.

We measure revenue based upon the consideration outlined in an arrangement or contract

with a customer.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company’s typic The Company’s typical performance obligations include the following:

of Deliverables

Performance Obligation is Typically Satisfied

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

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

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

If the customer pays the

Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

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

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

Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made

available to the customer.

Actual results and outcomes may differ from management’s estimates

and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the coronavirus (“COVID-19”).

Cash and Cash Equivalents

Cash and cash equivalents include

cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities.

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 March 31, 2025.

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.

March 31, 2025, and December 31, 2024, the Company had $ 26,996,932

and $ 24,781,389

in cash and cash equivalents held at the financial institution.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable

Accounts Receivable primarily represent the amount from four (4) technology customers.

In some cases, customer receivables are due immediately upon demand;

however, in most cases, the Company offers net 30 terms, where

payment is due in full 30 days after the invoice 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.

At March 31, 2025, and December 31, 2024, the Management

determined that the allowance for doubtful accounts was $ 0 and $ 22,382 , respectively.

The fiscal year’s bad debt expense ended March

31, 2025, and December 31, 2024, was $ 0 and $ 0 , respectively.

Sales, Marketing, and Advertising

The Company recognizes sales, marketing, and advertising

expenses when incurred.

The Company incurred $ 276,204 and $ 46,925 in sales,

marketing, and advertising costs (“sales and marketing”) for the three months ended March 31, 2025, and 2024.

The sales and

marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases,

and public relations activities.

The increase in sales and marketing expenses is mainly due to the increase in promotional marketing costs

for the three months ended March 31, 2024.

The sales, marketing, and advertising expenses represented

2.73 % and 0.74 % of the sales for the three months ended March 31, 2025, and 2024.

Revenue Recognition

On January 1, 2019, the Company adopted ASU 2014-09

Revenue from Contracts with Customers.

The majority of the Company’s revenues come from two contracts – IT support and maintenance

(‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606.

The Company recognizes revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for

those goods or services as per the contract with the customer.

As a result, the Company accounts for revenue contracts with customers

by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which

includes the following steps:

Identify the contract or contracts and subsequent amendments with the customer.

Identify all the performance obligations in the contract and subsequent amendments.

Determine the transaction price for completing performance obligations.

Allocate the transaction price to the performance obligations in the contract.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company adopted ASC 606 using the modified retrospective

method applied to all contracts not completed as of January 1, 2019.

The Company presents results for reporting periods beginning after

January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP.

In addition to the above guidelines, the

Company also considers implementing guidance on warranties, customer options, licensing, and other topics.

The Company considers revenue

collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options

for additional goods or services, non-refundable upfront fees, licensing, customer acceptance, and other relevant categories.

The Company accounts for a contract when the Company

and the customer (‘parties’) have approved of the contract and are committed to performing their respective obligations.

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

the contract has commercial substance.

The Company will collect

all of the considerations.

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.

The Company’s standard payment

terms are net 30 days and, in some cases, due upon receipt of the invoice.

The Company considers the change in scope, price,

or both as contract modifications.

The parties describe contract modification as a change order, a variation, or an amendment.

modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or implied by the customer’s customary business practice when agreed

If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s

guidance until the contract modification is approved.

The Company recognizes contract modification in various forms –partial termination,

an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a

corresponding price change, and reducing the contract price without a change in goods/services promised.

At contract inception, the Company assesses the solutions

or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within

the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the

Solutions and services that are not capable of being distinct and distinct within the contract context are combined and treated

as a single performance obligation in determining the allocation and recognition of revenue.

For multi-element transactions, the Company

allocates the transaction price to each performance obligation on a relative stand-alone selling price basis.

The Company determines the

stand-alone selling price for each item at the transaction’s inception involving these multiple elements.

Since January 21, 2016 (‘Inception’),

the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development.

recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a

We measure revenue based upon the consideration outlined in an arrangement or contract with a customer.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s standard performance obligations include the following:

Performance Obligation

Types of Deliverables

When Performance Obligation is Typically Satisfied

Consulting Services

Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations.

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

If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

Technology Services

Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions.

The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer.

Licensing agreements are typically one year in length with an option to cancel by giving notice;

have the right to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements

do not provide customers the right to take possession of the software.

The Company charges the customers a set-up fee for installing

the platform, and implementation activities are insignificant and not subject to a separate fee.

and build development software projects for customers, where the Company develops the project to meet the design criteria and performance

requirements as specified in the contract.

Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work

Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction

The Company believes that the contract will not be canceled, renewed, or modified;

therefore, the transaction price includes only

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

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

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

based on the initial one-year period.

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

non-refundable upfront payment amounts.

allocate the transaction price, the Company gives an amount that best represents the consideration 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.

In determining the standalone

selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar

circumstances.

The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price.

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

services when sold separately.

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

The Company considers the “transfers”

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

The Company believes a customer “obtains

control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset.

The Company recognizes

deferred revenue related to services it will deliver within one year as a current liability.

The Company presents deferred revenue related

to services that the Company will provide more than one year into the future as a non-current liability.

to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services.

customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements do not provide customers the right to take possession of the software.

The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee.

Software Development

Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract.

The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract.

The Company assumes that the goods or services promised

in the existing contract will be transferred to the customer to determine the transaction price.

The Company believes that the contract

will not be canceled, renewed, or modified;

therefore, the transaction price includes only those amounts to which the Company has rights

under the present contract.

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

choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts.

To 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 relatively standalone

selling price basis to meet the allocation objective.

In determining the standalone selling price, the Company uses the best evidence

of the stand-alone selling price that the Company charges to similar customers in similar circumstances.

The Company sometimes uses the

adjusted market assessment approach to determine the standalone selling price.

It evaluates the market in which it sells the goods or

services and estimates the price that customers in that market would pay for those goods or services when sold separately.

The Company recognizes revenue when or as it transfers

the promised goods or services into the contract.

The Company considers the “transfers” the promised goods or services when

the customer obtains control of the goods or services.

The Company believes a customer “obtains control” of an asset when

it can directly use and substantially obtain all the remaining benefits from an asset.

The Company recognizes deferred revenue related

to services it will deliver within one year as a current liability.

The Company presents deferred revenue related to services that the

Company will provide more than one year into the future as a non-current liability.

According to the contract’s terms and conditions,

the Company invoices the customer at the beginning of the month for the month’s services.

The invoice amount is due upon receipt.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities.

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

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

and capital markets.

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

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

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

insurance product commissions, and other financial planning activities.

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

practices and are identified when both parties approve the agreement;

each party can identify rights regarding the goods or services

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

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

For ADS, performance obligations

ongoing financial advisory services,

statements of advice,

portfolio rebalancing,

the purchase of insurance products, and

other specialized financial and estate planning services.

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

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

promises in the contract.

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

to the Customer.

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

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

of a revenue reversal.

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

its standalone selling price.

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

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

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

to the Customer.

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

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

The pattern of revenue recognition

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Wealth Management

AD Advisory Services Pty (ADS), the Company’s

wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees to prepare the statement

of advice, rebalancing portfolio, and other financial planning activities.

ADS is authorized and regulated by the Australian Securities

& Investments Commission (ASIC) to conduct licensing activities in Australia.

ASC 606 establishes a five-step model for revenue

recognition aimed at enhancing comparability and transparency across entities, industries, and capital markets.

The Company only recognizes

revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects

to be entitled.

For ADS, a contract is an agreement between ADS and

a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial

planning activities.

Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve

the agreement;

each party can identify rights regarding the goods or services to be transferred, establish payment terms, the contract

has commercial substance, and collection of payment is probable.

A performance obligation is a promise in a contract

to transfer a distinct good or service to the Customer.

For ADS, performance obligations may include:

Providing ongoing financial advisory services,

Preparing statements of advice,

Executing portfolio rebalancing,

Facilitating the purchase of insurance products, and

Offering other specialized financial and estate planning services.

We evaluate these services to determine if they are

distinct, considering whether the Customer can benefit from the service on its own or with other readily available resources,

and if the promise to transfer the service is separately identifiable from other promises in the contract.

The transaction price is the amount of consideration

ADS expects to receive in exchange for transferring the promised goods or services to the Customer.

These services include fixed

fees, commissions from insurance products, and variable consideration for performance-based fees.

ADS estimates the amount of variable

consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal.

If a contract includes more than one performance obligation,

ADS allocates the transaction price to each performance obligation based on its standalone selling price.

When standalone selling prices

are not directly observable, ADS estimates them using methods that may include cost-plus margin, market assessment, or residual approach,

considering the Customer’s perceived value of each service.

ADS recognizes revenue when (or as)

a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer.

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

For services performed at a

specific point in time, revenue is recognized upon completion of the service.

The pattern of revenue recognition is determined based

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

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

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

If we receive payments before services, we defer and recognize

them as revenue when satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory accounts

for which we are the licensed investment advisor.

them as revenue when we are satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory

accounts for which we are the licensed investment advisor.

We bill advisory fees weekly.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Margin Brokerage Business

Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over-the-counter (“OTC”) and exchange-traded markets for European markets.

Malta Financial Services Authority (MFSA) regulates Alchemy

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

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

Slovenia, Spain, Sweden.

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

Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment and Margin Brokerage Business

Alchemy 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.

The Financial Conduct Authority (FCA) regulates Alchemy UK in authorized countries, including England, Scotland, Wales, and Northern Ireland.

The Company operates its brokerage

business in two segments:

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

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

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

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

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

A professional client is an entity

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

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

a professional client or an eligible counterparty.

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

and make investment decisions.

recognize Brokerage (Trading) revenue through the principal model following the guidance outlined in ASC 606, Revenues from

Contracts with Customers.

The Company primarily generates revenue through market-making and trading execution services for its

clients, known as Brokerage (Trading) Revenues.

Through its retail and

institutional segment, the Company provides its customers (individuals) around the world with access to a diverse range of global

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

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

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

A professional client is an

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

According to the MFSA, a retail client is a client

who is not a professional client or an eligible counterparty.

A professional client possesses the knowledge, experience, and

expertise to assess risks and make informed investment decisions.

We recognize Brokerage (Trading)

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

primarily generates revenue through market-making and trading execution services for its clients, known as Brokerage (Trading)

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

Brokerage (Trading) revenue comprises

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

OTC trading includes forex trading (“forex”),

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

realize gains or losses when we liquidate customer transactions.

We revalue unrealized gains or losses on trading positions at prevailing

market rates at the date of the balance sheet.

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

on the Consolidated Balance Sheets.

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

of Operations and Comprehensive (Loss)/Income.

revenue from the retail OTC business and the 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

We realize gains or losses when we liquidate customer

transactions.

We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet.

We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets.

changes in net unrealized gains or losses in Brokerage (Trading) revenue on the Consolidated Statements of Operations and Comprehensive

(Loss)/Income.

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

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

We book these revenues

on a trade-date basis.

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

The 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.

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

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

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

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

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

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

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

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

The Seller is a UK entity, with

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

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

the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

financial assets (book value) of the targets.

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

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

Closing Acquisition Consideration Breakdown

B Preferred convertible stock Issued for Purchase of APL and AML

OF ACQUISITION CONSIDERATION BREAKDOWN

Financial Assets (Book Value)

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

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

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

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

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

indirectly through his ownership as an individual or through APHL.

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

The reporting entity remains the Company.

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

entities in the following situations:

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

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

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

Kundnani meets these criteria.

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

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

We determine the Company an accounting

acquirer based on the following facts:

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

of the combined Company;

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

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

As such, we have

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

The Company will present

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

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

Comparatively, we have identified Targets

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

party, the Company, immediately before the Acquisition.

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

goodwill that would typically follow a standard business combination.

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

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

in the Company’s equity.

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

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

financial statements on December 31, 2023.

Purchase Price Allocation

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

OF PURCHASE PRICE ALLOCATION

Cash and cash

equivalents (1)

Financial Assets through profit

Related party guarantee (3)

Accrued income

Tax receivable (4)

Capitalized software, net

Accounts Payable (6)

Financial liability at fair

value through profit and loss (7)

Current liabilities - Creditors (11)

Customer funds (8)

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)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

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

Cash and cash

equivalents, including cash at liquidity provider (1)

Fixed assets (2)

Deferred Tax (9)

Current liabilities - Creditors

Customer funds (8)

Related party advances

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)

$ ( 2,276,019 )

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

on demand or within 90 days.

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

They are included in our other current

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

We determine financial assets at fair values by reference to market

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

Observable market prices or rates support the valuation techniques since

their variables include only data from observable markets.

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

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

overpaid tax to Commissioner Tax Revenue, Malta.

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

sheet as of November 30, 2023.

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

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

useful lives.

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

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

of the business if longer).

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

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

They are included in our other current

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

We determine financial liabilities at fair values by reference

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

Observable market prices or rates support the valuation techniques

since their variables include only data from observable markets.

We categorize AML’s derivative financial instruments as level

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

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

carrying amounts in the financial statements.

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

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

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

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

Deferred tax is determined using tax rates

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

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations

of Credit Risk

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of

original maturities.

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

The Company maintains its cash balances

at a single financial institution.

The balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of March 31, 2024.

Most of the cash balances were held by non-FDIC financial institutions in Malta, the UK, and other countries.

2024, and December 31, 2023, the Company had $ 38,945,123 and $ 31,316,461 cash and cash equivalent held at the financial institution.

the three months ended March 31, 2024, and 2024, the Company generated $ 6,376,335 and $ 1,545,687 in revenues, an increase of over 312.52 %

from the previous period.

The revenues mostly comprised three primary business segments:

(1) Technology and Software Development, (2)

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

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

In some cases, the customer receivables are

due immediately on demand;

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

after the invoice’s date.

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

customer accounts.

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

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

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

March 31, 2024, and December 31, 2023, the Management determined that allowance for doubtful accounts was $ 22,382 and $ 21,526 , respectively.

There were $ 0 and $ 10,500 bad debt expenses for the three months ended March 31, 2024, and 2023.

and Development (R and D) Cost

Company acknowledges that future benefits from research and development (R and D) are uncertain, so we cannot capitalize on R and D

The GAAP accounting standards require us to expense all research and development expenditures as incurred.

Three Months ended March 31, 2024, and 2023, the Company incurred R and D costs of $ 0

The R and D costs in the previous period were based on an evaluation of the technological feasibility costs of the Condor Investing

and Trading App.

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

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

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

We also generate business through an agency model

by earning commissions and spreads for executing customer trades.

We book these revenues on a trade-date basis.

The Company acts as an

agent concerning clearing trades but is the principal on fees paid to introducing brokers.

The Company does not assume any market-making

risk related to customer trades in this business.

Net 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.

We record interest revenue and interest expense when

earned and incurred, respectively.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

Cash and cash equivalents include

cash on hand, bank deposits, and other short-term, highly liquid investments with a maturity of three months or less.

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 March 31, 2025.

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.

2025, and December 31, 2024, the Company had $ 26,996,932 and

cash and cash equivalents held at the financial institution.

For the three months ended March 31, 2024, the Company generated $ 10,112,368 and $ 6,376,335 in revenues, representing an increase of over 58.59% from the previous period.

It is comprised of

three main business segments:

Investment and Brokerage, Wealth Management, and Technology and Software Development.

Accounts Receivable

Accounts Receivable primarily represent the amount from four (4) technology customers.

In some cases, customer receivables are due immediately upon demand;

however, in most cases, the Company offers net 30 terms, where

payment is due in full 30 days after the invoice 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 age of accounts receivable balances, and economic conditions that may affect a customer’s ability to pay and

the expected default frequency rates.

Trade receivables are written off when they are considered

uncollectible.

As of March 31, 2025, and December 31, 2024, management

determined that the allowance for doubtful accounts was $ 0 and $ 22,382 , respectively.

The fiscal year’s bad debt expense ended March

31, 2025, and December 31, 2024, was $ 0 and $ 0 , respectively.

Research and Development (R and D) Cost

The Company acknowledges that future benefits from

research and development (R and D) are uncertain;

therefore, we cannot capitalize on R and D expenditures.

The GAAP accounting standards require

us to expense all research and development expenditures as incurred.

For the Three Months ended March 31, 2025, and 2024, the Company

incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous period were based on an evaluation of the technological feasibility

costs of the Condor Investing and Trading App.

Legal Proceedings

The Company discloses a loss contingency if there

is at least a reasonable possibility that a material loss has been incurred.

The Company records its best estimate of loss related to

pending legal proceedings when the loss is probable, and the amount can be reasonably estimated.

The Company can reasonably estimate a

range of losses with no best estimate in the range;

the Company records the minimum estimated liability.

As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises

its estimates, and updates its disclosures accordingly.

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

as expenses incurred.

Please refer to subsequent events for potential legal claims and disputes after the period ending March

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of Long-Lived Assets

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

Under the standard, long-lived assets

are tested for recoverability whenever events or changes in circumstances indicate that their 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 on March

31, 2024, and December 31, 2023.

for Income Taxes

provision for income taxes is determined using the asset and liability method.

This method calculates deferred tax assets and liabilities

based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using

the enacted tax rates applicable each year.

Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”).

step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than

not that the position will be sustained on audit, including resolution of related appeals or litigation processes.

The second step is

to measure the tax benefit as the largest amount, more than 50%, likely to be realized upon ultimate settlement.

As additional information becomes

available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures

The Company’s legal costs associated with defending itself are recorded as expenses when incurred.

On 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 operations.

The Company intends to defend its interests vigorously

and will provide further updates as material developments arise.

The Company is currently not involved in any other

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment

in accordance with FASB ASC 360, Property, Plant, and Equipment.

Under the standard, long-lived assets are tested for recoverability whenever events

or changes in circumstances indicate that their carrying amounts may not be recoverable.

An impairment charge is recognized when the asset’s

carrying value exceeds the fair value.

There were no impairment charges as of March 31, 2025, and December 31, 2024.

Provision for Income Taxes

The provision for income taxes is determined using

the asset and liability method.

This method calculates deferred tax assets and liabilities based on the temporary differences between

the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year.

The Company utilizes a two-step

approach to recognizing and measuring uncertain tax positions (“tax contingencies”).

The first step is to evaluate the

tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the

position will be sustained on audit, including resolution of related appeals or litigation processes.

The second step is to measure

the tax benefit as the largest amount, exceeding 50%, that is likely to be realized upon ultimate settlement.

The Company considers

many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately

forecast actual outcomes.

The Company includes interest and penalties related to tax contingencies in the provision of income taxes in

the operations’ consolidated statements.

The Company’s management does not expect the total amount of unrecognized tax benefits

to change significantly in the next twelve (12) months.

Development Costs

ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after

establishing technological feasibility, if significant.

The Company amortizes the capitalized software development costs using the straight-line

amortization method over the application software’s estimated useful life.

By the end of February 2016, the Company completed the

technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine.

established the technical feasibility of the Crypto Web Trader Platform in February 2018.

The Company completed the technical feasibility

of the Condor Investing and Trading App in January 2021.

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

expenses were $ 0 and $ 19,032 for the three months ended March 31, 2024, and 2023 respectively, and the Company classifies such cost as

the Cost of Sales.

Company is developing the Condor Investing and Trading App.

The Company is currently capitalizing costs associated with the development.

There were no R and D Costs for the three months ended March 31, 2024 and 2023.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

feature should be recognized as a separate component of equity.

The cash conversion guidance applies to all convertible debt instruments

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

separately accounted for pursuant to ASC 815.

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

as a beneficial conversion feature (“BCF”).

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

with Conversion and Other Options.

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

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

Currency Translation and Re-measurement

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

exchange rate at the reporting end date:

OF EXCHANGE RATE

exchange rate for the period:

various factors when evaluating and estimating its tax positions and benefits, which necessitate periodic adjustments

that may not accurately predict actual outcomes.

The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of its operations.

The Company’s management does not expect the total amount of unrecognized

tax benefits to change significantly in the next twelve (12) months.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Software Development Costs

According to ASC 985-20, Software development costs, including expenses incurred to develop software sold, leased, or otherwise marketed, are capitalized after establishing technological feasibility, if significant.

The Company amortizes the capitalized software development costs using the straight-line method over the estimated useful life of the application software.

By the end of February 2016, the Company completed the technical feasibility of the Condor FX Back Office, Condor

Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine.

The Company established the technical feasibility of the Digital

Assets Web Trader Platform in February 2018.

The Company completed the technical feasibility of the Condor Investing and Trading App in

January 2021.

The Company estimates the useful life of the software

to be three ( 3 ) years.

The 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 incurred in evaluating the technological feasibility of the Robo Advice Platform.

and D costs in the period ending December 31, 2022, were incurred while evaluating the technological feasibility of the Condor

Investing and Trading App.

There were no R and D costs for the three months ending March 31, 2025, and 2024.

The Company capitalizes major costs incurred during

the application development stage for internal-use software.

Convertible Debentures

The cash conversion guidance in ASC 470-20, Debt with

Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments, including certain convertible preferred stock classified as a liability, to determine whether the conversion feature should be recognized as a separate component

The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or

partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815.

If the conversion features of conventional convertible

debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”).

The Company records BCF as a debt discount in accordance with ASC Topic 470-20, Debt with Conversion and Other Options.

In such circumstances, the convertible debt is recorded net of the discount related to the Black-Scholes formula.

The Company amortizes the discount to interest expense over the

life of the debt using the effective interest method.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Foreign Currency Translation and Re-measurement

The Company translates its foreign operations into US dollars in accordance with 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 occurs.

We have translated the local currency of ADS and AML

in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP), respectively, into US$1.00 at the following exchange rates

for the respective dates:

The exchange rate at the reporting end date:

SCHEDULE OF EXCHANGE RATE

Average exchange rate for the period:

Foreign currency exchange rate, translation

ADS’ 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:

and liabilities at the rate of exchange in effect at the balance sheet date

at the historical rate

and expense items at the average rate of exchange prevailing during the period

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company uses current market values to recognize certain assets and liabilities at a fair value.

The fair value is the estimated price

at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions.

The Company uses the following methods and valuation techniques for deriving fair values:

Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities

to derive a fair value.

Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time

value of money and the risk of cash flows not being achieved to derive a discounted present value.

Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset.

Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst).

The Company uses these three levels

to select inputs for valuation techniques:

1 is a quoted price for an identical item in an active market on the measurement date.

Level 1 is the most reliable evidence of fair

value and is used whenever this information is available.

2 is directly or indirectly observable inputs other than quoted prices.

An example of a Level 2 input is a valuation multiple for

a business unit based on comparable companies’ sales, EBITDA, or net income.

3 is an unobservable input.

ADS’ 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.

The Company translates its records into USD as follows:

Assets and liabilities at the rate of exchange in effect at the balance sheet date

Equities at the historical rate

Revenue and expense items at the average rate of exchange prevailing during the period

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company uses current market values to recognize

certain assets and liabilities at a fair value.

The fair value is the estimated price at which the Company can sell the asset or settle

a liability in an orderly transaction to a third party under current market conditions.

The Company uses the following methods and valuation

techniques for deriving fair values:

Market Approach – The market approach uses the

prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value.

Income Approach – The income approach utilizes estimated future cash flows or earnings, adjusted by a discount rate that reflects the time value of money

and the risk of not achieving the cash flows,

to derive a discounted present value.

Cost Approach – The cost approach uses the estimated

cost to replace an asset, adjusted for the obsolescence of the existing asset.

The Company ranks the fair value

hierarchy of information sources from Level 1 (the best) to Level 3 (the worst).

The Company uses these three levels to select

inputs for valuation techniques:

Level 1 is a quoted price for an identical item in an active market on the measurement date.

Level 1 is the most reliable evidence of fair value and is used whenever this information is available.

Level 2 is directly or indirectly observable inputs other than quoted prices.

An example of a Level 2 input is a valuation multiple for a business unit, based on the sales, EBITDA, or net income of comparable companies.

Level 3 is an unobservable input.

It may include the company’s data, adjusted for other reasonably available information.

of a Level 3 input are an internally-generated financial forecast.

and Diluted Income (Loss) per Share

Company follows ASC 260, Earnings Per Share, to account for earnings per share.

Basic earnings per share (“EPS”) calculations

are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings

per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share

equivalents outstanding.

As of March 31, 2024, and March 31, 2023, the Company had weighted 388,584,729 and 299,209,220 basic and dilutive

shares issued and outstanding.

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

Hence, they are not considered in the

the period ended March 31, 2024, common stock equivalents were dilutive due to a net income.

Hence, they are considered in the computation.

Examples of a Level 3 input are an internally generated financial forecast.

Basic and Diluted Income (Loss) per Share

The Company follows ASC 260, Earnings Per Share, to

account for earnings per share.

Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted

average number of shares of common stock outstanding during the year.

Diluted earnings per share calculations are determined by dividing

net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

As of March 31, 2025, and

2024, the Company had weighted 422,229,173 and 388,584,729 basic and dilutive shares issued and outstanding.

During the period ended March 31, 2025, common stock

equivalents were dilutive due to net income.

Hence, they were considered in the computation.

During the period ended March 31, 2024, common stock

equivalents were dilutive due to net income.

Hence, they were considered in the computation.

Reclassifications

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

of these classifications impacted reported operating or net loss for any presented period.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements

May 2014, the FASB issued ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition

requirements in Topic 605, Revenue Recognition, including most industry-specific requirements.

ASU 2014-09 establishes a five-step revenue

recognition process;

an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

ASU 2014-09 also requires enhanced

disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts.

2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606):

Deferral of the Effective Date, which defers the

effective date of ASU 2014-09 by one (1) year.

The Company adopted ASC 606 using the modified retrospective method applied to all contracts

not completed as of January 1, 2019.

The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606,

while prior period amounts are reported following legacy GAAP.

Refer to Note 2 Revenue from Major Contracts with Customers for further

discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.

February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing

lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.

The amendments to

this standard are effective for fiscal years beginning after December 15, 2019.

Early adoption of the amendments to this standard is

permitted for all entities.

The Company must recognize and measure leases at the beginning of the earliest period presented using a modified

retrospective approach.

The Company adopted this policy as of January 1, 2020, and there is no material effect on its financial reporting.

August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure Requirements

for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes

in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value

measurements, and the narrative description of measurement uncertainty.

The amendments removed and modified certain disclosure requirements

in Topic 820.

The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal

Certain amendments are to be applied prospectively, while others are to be applied retrospectively.

Early adoption is permitted.

Company adopted the ASU 2018-13 as of January 1, 2020.

The Company used the Level 1 Fair Market Measurement to record, at cost, ADS’

intangible assets valued at $ 2,550,003 .

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.

If the fair value is less than its carrying value, we would recognize an impairment

charge for the difference.

The Company did not record impairment for March 31, 2022, and the fiscal year ended December 31, 2021.

2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in

Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”,

issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to

present certain conversion features in equity separately.

In addition, the amendments also simplify the guidance in ASC Subtopic 815-40,

Derivatives and Hedging:

Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract

as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities.

Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible

instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled

in cash or other assets.

The amendments are effective for public companies for fiscal years beginning after December 15, 2021.

adoption is permitted, but no earlier than 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.

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

Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated

financial statements.

We have reclassified certain amounts from the prior

period to conform to the current year’s presentation.

None of these classifications impacted reported operating or net loss for

any presented period.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No.

2014-09, Revenue

from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including

most industry-specific requirements.

ASU 2014-09 establishes a five-step revenue recognition process;

an entity will recognize revenue

when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to

be entitled in exchange for those goods or services.

ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing,

and uncertainty of revenues and cash flows from customers’ contracts.

In August 2015, the FASB issued ASU 2015-14, Revenue from

Contracts with Customers (Topic 606):

Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year.

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

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

in accordance with legacy GAAP.

Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting

policies for revenue sources within the scope of ASC 606.

MANAGEMENT’S PLANS

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

At March 31, 2024, and December 31, 2023, the accumulated

deficit was $ 1,814,907 and $ 2,643,647 , respectively.

At March 31, 2024, and December 31, 2023, the working capital surplus and the deficit

were $ 9,020,713 and $ 7,460,959 , respectively.

The increase in the working capital surplus was mainly due to the acquisition of AML and

APL, resulting in an increase of current assets over current liabilities as of March 31, 2024.

the three months ended March 31, 2024, and 2023, the Company incurred a net profit and a net loss of $ 828,740 and $ 222,737 .

the fiscal year ended December 31, 2023, the Company has sustained recurring losses and negative cash flows from operations.

31, 2024, and December 31, 2023, the Company had $ 38,945,123 and $ 31,316,461 cash.

The Management believes that future cash flows at

the current rate are sufficient for the Company to meet its current obligations as they become due in the ordinary course of business

for twelve (12) months following December 31, 2025.

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

of AML and APL.

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

acquisitions over the next twelve (12) months.

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

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

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

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.

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

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

The Company has prepared consolidated financial statements

on a going concern basis, which assumes the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.

At March 31, 2025, and December 31, 2024, the accumulated deficit was $ 2,283,928 and $ 2,563,620 , respectively.

31, 2025, and December 31, 2024, the working capital surplus was $ 10,082,745 and $ 9,417,247 , respectively.

Since its inception till the fiscal year ending December

31, 2022, the Company had sustained recurring losses and negative cash flows from operations.

During the three months ended March 31,

2025, and 2024, the Company incurred net profits of $ 301,002 and $ 833,445 , respectively.

As of March 31, 2025, the Company had a cash balance

of $ 26,996,932 , 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.

While 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.

Management 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 achieving a 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 2025.

Additionally, Management

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

growth strategy.

The Management intends to continue

its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash flow positive, and raise

funds through private placement offerings and debt financing.

See Note 8 for Notes Payable.

As the Company increases

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

As the Company increases its global

customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal year 2025.

CAPITALIZED SOFTWARE COSTS

the three months ended March 31, 2024, and 2023, the estimated remaining weighted-average useful life of the Company’s capitalized

software was three ( 3 ) years.

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

March 31, 2024, and December 31, 2023, the net capitalized software assets were $ 859,799 and $ 1,087,543 , respectively.

During the three months ended March 31, 2025, and

2024, the estimated remaining weighted-average useful life of the Company’s capitalized software was three ( 3 ) years.

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

At March 31, 2025, and December 31, 2024, the unamortized

balance of capitalized software for the Company, including software of subsidiaries, was $ 1,217,543 and $ 1,163,309 .

The Company has estimated aggregate amortization expense

for each of the five succeeding fiscal years, based on the estimated lifespan of the software asset of three years.

RELATED PARTY TRANSACTIONS

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

Between February 22, 2016, and April

24, 2017, the Company borrowed $ 1,000,000

from FRH Group, a founder and principal shareholder of the Company.

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;

however, in no event will the conversion price be less than $ 0.05

The Notes carry an interest rate of 6 %

per annum, which is due and payable at maturity.

Between 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.

Eaglstein are the mother and brother of Mitchell Eaglstein,

the Company’s CEO and director.

On February 22, 2021, the Company

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

eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908

in return for issuing 12,569,080

shares 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.

RELATED PARTY TRANSACTIONS (continued)

In September 2022, the Company issued 30,000,000

common stock for cash consideration of $ 300,000

for Alchemy Prime Limited (APL) and appointed Gope S.

Kundnani as the director of the Company.

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

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.

In January 2023, the Company issued 115,000,000 common

stock for a cash consideration of $ 550,000 to Kundnani, its director.

In January 2023, Eaglstein and Firoz transferred 1,100,000

and 400,000 shares to Kundnani, the Company’s director.

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.

On September 30, 2023, the Company signed a definitive agreement with Alchemy Group, pursuant to which the Company acquired 100 % of Alchemy Markets DMCC (Alchemy UAE), 100 % of APL, and 49.90 % of AML.

Company terminated the acquisition of Alchemy UAE in October 2023.

On 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

shares of Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred stock to APHL.

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.

owns one hundred percent ( 100.00 %)

of AML, an operating entity of Alchemy BVI.

On 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.

The Company has issued the Series B Preferred stock APHL.

a related party, is the sole shareholder of APHL.

Kundnani, 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.

Kundnani, a related party, purchased 50,000,000 shares of the Company’s common stock for $ 5.5 million.

FDCTech has issued the Common stock to Kundnani.

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

working capital.

The Company has not formalized the agreement.

In 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

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024

Subsequent Events Memo).

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

On January 4, 2024, the Company issued 141,844 Series

B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

On 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.

On 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

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

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

On 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.

On 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 share.

On January 4, 2024, the Company issued 50,000 Series

B preferred stock to FRH Group for services valued at $ 1.41 per share.

On 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.

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

On January 4, 2024, the Company issued 10,000 Series

B preferred stock to Susan E.

Eaglstein for services valued at $ 1.41 per share.

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

On 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’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.

On 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.

On February 07, 2025, the Company issued 10,000 Series

B preferred stock to Nick G.

Kundnani for services valued at $ 1.41 per share.

LINE OF CREDIT

June 24, 2016, the Company obtained an unsecured revolving line of credit from Bank of America to fund various purchases and travel expenses.

The line of credit has an average interest rate at the close of business on March 31, 2024, for purchases and cash withdrawals at 12 %

and 25 %, respectively.

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

At March 31, 2024,

and December 31, 2023, the outstanding balance was $ 1,515 and $ 60,742 , respectively.

Since June 2016, the Company has 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, effective as of the close of business on December 31, 2024.

The interest rates for cash drawn are 12 %

respectively.

Since October 2024, the Company has obtained an additional unsecured revolving line of credit with a flexible spending limit, meaning there is no preset spending limit.

The overtime pay limit is $ 45,000.00 .

The credit line has an average purchase interest rate of 28 %

as of March 31, 2025.

As of March 31, 2025, the Company is in

compliance with the credit line’s terms and conditions.

As of March 31, 2025, and December 31, 2024, the outstanding balances were

$ 225,800 and $ 115,337 ,

respectively.

NOTES PAYABLE

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.

Cares Act – Paycheck Protection Program (PPP

On 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”) and

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 was not forgiven.

The Company started paying

off the PPP Note in August 2022.

The PPP loan outstanding balance, including accrued interest at 1.00 %, is approximately $ 17,654 as of

March 31, 2024.

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

The installment payments

will include the principal and interest of $ 707 monthly and begin Twelve (12) months from the promissory note date.

The principal and

interest balance will be payable Thirty (30) years from the promissory Note date.

Interest will accrue at 3.75 % per annum and only on

$ 144,900 funds advanced from May 22, 2020, the advance date.

The SBA loan outstanding balance, including accrued interest, is $ 120,563

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

The outstanding balance of the PPP loan, including accrued interest at 1.00 %, is approximately $ 2,389 as of March 31, 2025.

On May 22, 2020, the Company received $ 144,900 .

The installment payments will include both principal and interest of $ 707

per month and begin twelve (12) months from the date of the promissory note.

The principal and interest balance will be payable

thirty (30) years from the date of the promissory note.

Interest will accrue at

3.75 % per annum and only on funds advanced from May 22, 2020, the advance date, in the amount of $ 144,900 .

The outstanding balance of the SBA loan, including accrued interest, is $ 112,057

as of March 31, 2025.

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

On 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.

The Company paid off the loan in February 2023.

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

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

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

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

27, 2023 (the “Share Issuance”).

Injury Disaster Loan (EIDL)

Small Business Administration offers the Economic Injury Disaster Loan program.

The CARES Act changed the program to provide an emergency

grant of up to $ 10,000 per business, which is forgivable like the PPP Note.

The Company issued 2,214,286

common stock valued at $ 71,521

upon issuance of the Note (the “Shares”) and 1,000,000 3 -year

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

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

Company paid off the loan in February 2023.

On December 27, 2023, the Company redeemed the Warrants

on the following terms:

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

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

the Company issued to the Purchaser 5,000,000 restricted

shares of the Company’s Common Stock (the “Shares”) on December 27, 2023 (the “Share Issuance”).

Economic Injury Disaster Loan (EIDL)

The Small Business Administration offers the Economic

Injury Disaster Loan program.

The CARES Act modified the program to offer an emergency grant of up to $ 10,000 per business, which is forgivable, similar to the PPP Loan.

The Company doesn’t have to repay the grant.

14, 2020, the Company received $ 4,000 in EIDL grants.

On May 14, 2020, the Company received $ 4,000 in EIDL

The Company has recorded it as other income since the EIDL grant is forgivable.

COMMITMENTS AND CONTINGENCIES

Facility and Other Operating Leases

Lease, California, USA (Headquarter)

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

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

Term, also known as “Renewal Term”).

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

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

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

The Company is

entitled to use the office and conference space if needed.

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

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

Cyprus Lease (Europe Office)

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

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

From July 2023 to the present, the Company

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

The office’s monthly rent payment

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

From July 2023 to the present, the Company leased

office space for its CEO.

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

Office Facility and Other Operating Leases

Irvine, California, USA (Company’s

Headquarters)

Effective October 29, 2019, to the present, the Company

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

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

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

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

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

intends to terminate this Agreement (“Termination Effective Month”).

The Company is entitled to use the office and conference

space if needed.

The new rent payment or membership fee for the Irvine Office is $ 95 per month , compared to the previous rent payment or membership fee for the New York Office of $ 890 per month, which covers general and administrative expenses.

This agreement is classified as a

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

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

Brisbane, Australia (ADS Office)

Effective January 1, 2024, to the present, the

Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia.

This lease 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.

payment or membership fee for the ADS Office is approximately $ 125

per month and is included as a general and administrative expense.

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.

Limassol, Cyprus Lease (Company’s Executive

From February 2019 to July 2023, the Company

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

The office’s monthly rent payment is

which is included in the general and administrative expenses.

From July 2023 to the present, the Company has leased a larger office

space in the Limassol District, Cyprus, from an unrelated party for a one-year term.

The office’s monthly rent payment is

approximately $ 3,500 ,

which is included in the general and administrative expenses.

From July 2023 to the present, the Company has leased office space for

its Chief Executive Officer.

The office’s monthly rent payment is $ 3,500 ,

which is included in the general and administrative expenses.

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

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

Cyprus Lease, Europe (Ecastica)

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

This space was

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

The monthly rent payment for this office was

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

These expenses were included in the general and administrative

Russia (Terminated)

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

The Company uses the office for sales and marketing

in Europe and Asia .

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

an eleven ( 11 ) month term.

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

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

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

The Company uses the office for software development and technical

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

In April 2023, we relocated

our personnel to Kazakhstan.

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

percent (100%) of their time to the Company .

The Company has not formalized performance bonuses and other incentive plans.

Each executive

is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company is paying monthly compensation

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

Effective October 1, 2020,

the Company expenses $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company expenses $ 15,000 monthly to its CEO and

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

$ 34,379 and $ 33,062 , respectively.

refer to subsequent events for potential legal claims and disputes after the period ending March 31, 2024.

Other than what is described

in the Subsequent Events, the management is unaware of any actions, suits, investigations, or proceedings (public or private) pending

against or threatened against or affecting any of the assets or affiliates of the Company.

Compliance Matters

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

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

Company believes payroll tax liabilities are not estimated.

The lease is for one year and is renewable two months prior to the term’s end of June 2025.

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.

Limassol, Cyprus Lease, Europe (ATECH Office)

Effective 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.

is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the “Sublessee”), with FDCTech,

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

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, payable in monthly installments of € 8,000 (or approximately $ 8,600 ) plus VAT.

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.

Julian, Malta (AML Office)

Effective 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.

AND CONTINGENCIES (continued)

Tel Aviv, Israel (AML Sales Office)

Effective 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

access to conference rooms.

The agreement operates on a monthly, automatically renewing basis with a total monthly fee of $ 4,500 (including

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

terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within

the premises, provided that it gives 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.

London, United Kingdom (APL Office)

Effective December 20, 2024, APL entered into

a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell, London, EC1V BAR.

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

Prime Limited, is the

The lease has a fixed term of five

years , commencing in 2024 and expiring in 2029, with an annual rent of £ 112,500

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 written notice is given prior.

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.

Employment Agreement

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

hundred percent (100%) of their time to the Company.

The Company has not formalized performance bonuses and other incentive

Each executive is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company will

pay its CEO and CFO a monthly compensation of $ 5,000 ,

with increases each succeeding year, should the agreement be approved annually.

Effective October 1, 2020, the Company is expensing

monthly to its CEO and CFO.

Effective January 1, 2023, the Company is expensing $ 15,000

monthly to its CEO and CFO.

Accrued Interest

At March 31, 2025, and December 31, 2024, the cumulative

accrued interest for SBA and other loans defined as an accrued non-current was $ 70,560 and $ 70,493 , respectively.

Pending Litigation

On 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 operations.

The Company intends to defend its interests vigorously

and will provide further updates as material developments arise.

Management 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

Tax Compliance Matters

From its inception to the present, the

Company’s officers have been paid as independent contractors.

As a result, as of March 31, 2025, the Company believes that its

payroll tax liabilities are not yet estimated.

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

STOCKHOLDERS’ EQUITY (DEFICIT)

February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares.

As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock

having a par value of $ .0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ .0001 per share.

February 17, 2022, 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 10, 2022 (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”):

Authorized Shares

On February 12, 2021, the Company filed the

Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares.

As per the Amendment, the Company

shall have the authority to issue 260,000,000

shares, consisting of 250,000,000

shares of Common Stock having a par value of $ .0001

per share and 10,000,000

shares of Preferred Stock having a par value of $ .0001

On February 17, 2022, 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 10, 2022 (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

2 unchanged sentences

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 Board approved the Corporate

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.

On February 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

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

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

In order to eliminate the costs and management time involved

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

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

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

and our bylaws.

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

The Approving Stockholders

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

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

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

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

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

capital stock (the “Approving Stockholders”):

The Approving Stockholders (common

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

As of December 31, 2022, the Company had no equity

compensation plans.

On 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.

On 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

4 unchanged sentences

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

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

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

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

and the accompanying notice are mailed to our stockholders.

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

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

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

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

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

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

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

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

The preferred shares have no other rights, privileges,

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

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

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

of such shares.

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

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

As both the Board and the majority of shareholders

have voted in favor, all necessary steps to authorize the Corporate Actions have been completed.

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.

As 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.

As of March 31, 2025, and December 31, 2024,

the Company had 422,584,729

and 390,584,729

common shares issued and outstanding, respectively.

As of March 31, 2025, and December 31, 2024, the Company

had 4,500,000 and 4,500,000 Series A Preferred stock issued and outstanding.

As of March 31, 2025, and December 31, 2024, the Company

had 2,371,844 and 2,361,844 Series B Preferred Stock issued and outstanding.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

A Preferred Stock

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

Firoz, and Felix R.

Series A Preferred Stock

The 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.

SCHEDULE OF SERIES A PREFERRED STOCK

Name 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 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.

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.

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

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

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

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

Eaglstein and (ii) 1,000,000

shares of Series A Preferred Stock of the Company issued to Felix R Hong.

B Preferred Stock

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

AML and 100 % of APL.

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

Kundnani for cash valued at $ 1.41 per share.

On 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.

On 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

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

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

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

shares to Gope S.

Kundnani, the company’s director.

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.

On 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.

On 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.

Series B Preferred Stock

The percentages below are calculated based on 2,371,844

shares of our Series B Preferred Stock issued and outstanding for the fiscal year ending March 31, 2025.

OF SERIES OF PREFERRED STOCK

Name and Address (1)

Number of Shares

Beneficially Owned

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

The 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.

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

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

On 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.

On 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.

On 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 share.

On January 4, 2024, the Company issued 50,000 Series

B preferred stock to FRH Group for services valued at $ 1.41 per share.

On 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.

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

On January 4, 2024, the Company issued 10,000 Series

B preferred stock to Susan E.

Eaglstein for services valued at $ 1.41 per share.

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

On January 4, 2024, the Company issued 50,000 Series

B preferred stock to Gope S.

Kundnani for services valued at $ 1.41 per share.

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

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

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

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 .

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.

On February 07, 2025, the Company issued 10,000 Series

B preferred stock to Nick G.

Kundnani for cash valued at $ 1.41 per share.

On January 21, 2016, the Company collectively issued

30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration

of services rendered to the Company.

On December 12, 2016, the Company issued 28,600,000

common shares to the remaining two (2) founding members.

On March 15, 2017, the Company issued 1,000,000 restricted

common shares for platform development valued at $ 50,000 .

The Company issued the securities with a restrictive legend.

On March 15, 2017, the Company issued 1,500,000 restricted

common shares for professional services to three (3) individuals valued at $ 75,000 .

The Company issued the securities with a restrictive

On March 17, 2017, subject to the terms and conditions

of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein for a cash amount of $ 50,000 .

The Company issued

the securities with a restrictive legend.

March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $ 75,000 .

The Company issued the securities with a restrictive legend.

March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein

for a cash amount of $ 50,000 .

The Company issued the securities with a restrictive legend.

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

for a cash amount of $ 20,000 .

The Company issued the securities with a restrictive legend.

Eaglstein and Mr.

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

the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).

October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 .

On March 21, 2017, subject to the terms and conditions

of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein for a cash amount of $ 20,000 .

The Company issued

the securities with a restrictive legend.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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

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

On February 26, 2019, the Company filed the Post-Effective Amendment No.

1 (the “Amendment”) related to the Registration

Statement on Form S-1and its amendments thereto, filed with the U.S.

Securities and Exchange Commission on November 22, 2017 and declared

effective on August 7, 2018 (Registration No.

333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation

(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 before the termination of the offering made according to the Registration Statement.

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

Registrant were not sold or issued.

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

(“Broker-Dealer” or “Kingswood Capital

Markets”) of common stock at $ 0.25 per share for a total value of $ 686,263 .

The Broker-Dealer is retained to provide general financial

advisory to the Company for twelve months.

The Company has expensed the prepaid compensation through the income statement following a

regular straight-line amortization schedule over the contract’s life, which is for twelve months—when Kingswood Capital Markets

presumably will produce benefits for the Company.

On August 25, 2020, the Company and Broker-Dealer terminated all obligations other

than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer.

The Broker-Dealer returned the 2,745,053 shares

of the Company’s common stock as of December 31, 2020.

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

issued the securities with a restrictive legend.

January 31, 2021, the Company issued 2,300,000 restricted common shares for professional services to two (2) consultants valued at $ 621,000 .

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,

an entity also owned by Mr.

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

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 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 .

July 06, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares for professional services to a consultant valued at $ 98,253 .

October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC.

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 .

Eaglstein and Mr.

Eaglstein are the mother and

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

From 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 the unit consists of one (1) share of common

stock and one Class A warrant (See Note 11).

On October 31, 2017, the Company issued 70,000 restricted

common shares to management consultants valued at $ 10,500 .

The Company issued the securities with a restrictive legend.

On January 15, 2019, the Company issued 60,000 restricted

common shares for professional services to eight (8) consultants valued at $ 9,000 .

From January 29, 2019, to February 15, 2019, the Company

issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $ 4,950 .

On February 26, 2019, the Company filed

the Post-Effective Amendment No.

1 (the “Amendment”) related to the Registration Statement on Form S-1and its amendments thereto,

filed with the U.S.

Securities and Exchange Commission on November 22, 2017 and declared effective on August 7, 2018 (Registration No.

333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation (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 before the termination of the offering made according to the Registration Statement.

At 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’ EQUITY (DEFICIT)

Effective 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 advice to the Company for the next

twelve months.

The Company has expensed the prepaid compensation through the income statement, following a regular straight-line amortization schedule over the contract’s life, which is twelve months,

during which Kingswood Capital Markets is expected to produce benefits

for the Company.

On August 25, 2020, the Company and the Broker-Dealers terminated all obligations, except for maintaining confidentiality,

with no fees due by the Company to the Broker-Dealers.

The Broker-Dealer returned the 2,745,053 shares of the Company’s common stock

as of December 31, 2020.

On October 1, 2020, the Company issued 250,000 restricted

common shares to a digital marketing consultant valued at $ 30,000 .

The Company issued the securities with a restrictive legend.

On January 31, 2021, the Company issued 2,300,000

restricted common shares in exchange for professional services to two consultants, valued at $ 621,000 .

On February 22, 2021, the Company entered into

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

The Company eliminated all four

FRH Group convertible notes, including interest, of $ 1,256,908 ,

in return for the issuance of 12,569,080

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

Following the Agreement, FRH assigned the

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

On May 19, 2021, the Company issued 1,750,000 restricted

common shares in exchange for professional services to a consultant, valued at $ 350,000 .

On June 2, 2021, the Company issued 1,750,000 restricted

common shares under the Genesis Agreement to a consultant, valued at $ 437,500 .

As the Genesis Agreement did not materialize, the Consultant

returned the shares to the treasury.

On June 15, 2021, the Company issued 100,000 restricted

common shares to a board member for services to a consultant valued at $ 21,000 .

On July 6, 2021, the Company issued 100,000 restricted

common shares to a board member in exchange for services rendered by a consultant, valued at $ 22,000 .

On July 20, 2021, the Company issued 545,852

restricted common shares in exchange for professional services to a consultant, valued at $ 98,253 .

On October 04, 2021, the Company filed a prospectus

related to the resale of shares to White Lion and AD Securities America, LLC.

The Company issued 2,000,000 shares to AD Securities America,

LLC for $ 200,000 .

The Company has not received the cash as of the date of the report.

The Company issued 670,000 registered shares to White Lion as consideration shares valued at $ 80,400 .

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

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

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory

Service Pty Ltd, Australia’s regulated wealth management company.

December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services

and software development valued at $ 169,500 .

The Company issued 670,000 registered shares to

White Lion as consideration shares valued at $ 80,400 .

On October 5, 2021, the Company issued 1,500,000 restricted

common shares in exchange for professional services to a consultant, valued at $ 164,250 .

In November 2021, the Company issued 750,000 registered

shares to White Lion for a gross cash amount of $ 62,375 .

On December 22, 2021, the Company issued 45,000,000

restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory Service Pty Ltd, Australia’s regulated

wealth management company.

In December 2021, the Company issued 5,650,000 restricted

common shares to two board members, a consultant, and two officers for services and software development valued at $ 169,500 .

On January 4, 2022, the Company issued 1,500,000 restricted

common shares in exchange for professional services to a consultant, valued at $ 93,750 .

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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

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.

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

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

September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S.

From 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 .

On 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 the 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.

On July 31, 2022, the Company issued 250,000

restricted common shares in exchange for professional services to a consultant, valued at $ 9,475 .

On September 30, 2022, the Company issued 30,000,000

restricted common shares for cash valued at $ 300,000 .

On September 30, 2022, the Company issued 5,000,000

restricted common shares to Gope S.

Kundnani for services valued at $ 60,000 .

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 .

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

AJB Note valued at $ 60,525 .

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

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

November 30, 2028, the Company issued 50,000,000 restricted shares for cash valued at $ 5,500,000 to Kundnani.

Kundnani, a director and

controlling shareholder of the Company, is an officer and controlling shareholder.

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

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.

On December 12, 2022, the Company issued 20,000,000

restricted common shares to two officers for services valued at $ 166,000 .

On December 15, 2022, the Company issued 8,000,000

restricted common shares to two officers for services valued at $ 76,000 .

On January 25, 2023, the Company issued 5,309,179

restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $ 60,525 .

On January 25, 2023, the Company issued 115,000,000

restricted common shares for cash valued at $ 550,000 .

On March 28, 2023, the Company issued 2,000,000 restricted

common shares for cash valued at $ 20,000 .

On November 30, 2023, the Company issued 50,000,000

restricted shares for cash valued at $ 5,500,000 to Kundnani.

Kundnani, a director and controlling shareholder of the Company, is an officer

and controlling shareholder.

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

restricted common shares to AJB in exchange for redeeming warrants valued at $ 90,000 .

On May 9, 2024, the Company issued 2,000,000 shares

for a cash value of $ 20,000 .

On January 1, 2025, the Company issued 32,000,000

shares to various employees of its subsidiaries valued at 35,200 .

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 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 to redeem warrants valued at $ 90,000 .

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

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

Additionally, the Company paid $ 100,000

to AJB Capital, with the remaining $ 100,000 paid in January 2024.

COMPREHENSIVE INCOME

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

not use the U.S.

dollar as their functional currency.

following table shows the changes in AOCI by component for the three months ending March 31, 2024, and 2023:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

The Company’s other comprehensive income

(OCI) comprises foreign currency translation adjustments from subsidiaries that do not use the U.S.

dollar as their functional

The following table shows the changes in AOCI by component

for the three months ending March 31, 2025, and 2024:

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

Cumulative Foreign

Currency Translation

Balance as of December 31, 2023

Other comprehensive income

(loss) attributed to ADS

Total other comprehensive

income (loss)

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Total other comprehensive income/(loss)

Balance as of March 31, 2024

3 unchanged sentences

Other comprehensive income/(loss), APL

Total other comprehensive

income/(loss)

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of March 31, 2025

OFF-BALANCE SHEET ARRANGEMENTS

have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other

We have no off-balance sheet arrangements affecting

our liquidity, capital resources, market risk support, credit risk support, or other benefits.

SUBSEQUENT EVENTS

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

As part of the termination, the Company

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

May 2024, Mitchell M.

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

(AML) to oversee operations in Malta.

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

On 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 operations.

The Company intends to defend its interests vigorously

and will provide further updates as material developments arise.

The Company has evaluated subsequent events through the filing of this

Form 10-Q and determined that no events would require adjustments to our disclosures in the consolidated financial statements.

On April 3, 2025, the board of directors of FDCTech,

(the “Company”) approved the dismissal of Olayinka Oyebola & Co.

(“Olayinka”) as its independent registered

public accounting firm due to recent changes in Olayinka’s status by OTC Markets Group as a Prohibited Service Provider.

On April 3, 2025, the Company, based on the decision

of its board of directors, approved the engagement of Lao Professionals (“LAO”) to serve as the Company’s independent

registered public accounting firm, commencing April 3, 2025.

LAO is a member of the Public Company Accounting Oversight Board (PCAOB)

in the United States.

The Company has evaluated subsequent events through

the filing of this Form 10-Q and determined that no events would require adjustments to our disclosures in the consolidated financial

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements