What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-13 compared with 2024-12-31 · 315 added, 279 removed, 16 unchanged (97% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Quarterly Report Form 10-Q contains forward-looking statements.

Our actual results could differ materially from those set forth as a

result of general economic conditions and changes in the assumptions used in making such forward-looking statements.

The following discussion

and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements

and accompanying notes and the other financial information appearing elsewhere in this report.

The analysis set forth below is provided

pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future

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

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

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

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

legacy financial services companies.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report Form 10-Q contains

forward-looking statements.

Our actual results could differ materially from those set forth as a result of general economic conditions

and changes in the assumptions used in making such forward-looking statements.

In some cases, you can identify forward-looking statements

by terminology such as “may,” “should,” “could,” “predict,” “potential,”

“continue,” “expect,” “anticipate,” “future,” “intend,” “plan,”

“believe,” “estimate,” “forecast” and similar expressions (or the negative of such expressions).

Forward looking statements include, but are not limited to, financial

and operational information, the volatility of our stock price, current competitive conditions and the impact of U.S.

tariffs, trade

barriers and restrictions .

The following discussion and analysis of our financial condition and results of operations should be

read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing

elsewhere in this report.

The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations

and is not intended to serve as a basis for projections of future events.

The Company is building a diversified global financial

services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team.

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

The Company believes its proprietary technology

and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities,

digital assets, social/copy trading, and other high-growth fintech markets.

From December 2021 onwards, the Company has

been growing through its acquisition strategy, specializing in the purchase and integration of small to mid-sized legacy financial

services companies.

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

continues 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.

we have three primary business segments:

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

Brokerage Business.

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

The war between the

two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed additional

sanctions on Russia and specific individuals.

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

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

No individual associated with the Company

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

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

& Software Development Business

the three months ended March 31, 2024, and 2023, the Company had ten (10) and thirteen (13) licensing agreements for its Condor Pro Multi-Asset

Trading Platform.

The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor

Pro Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile 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 first quarter of the 2025 fiscal year.

& Software Development Revenue & Gross Margins:

software infrastructure of target companies with its proprietary, regulatory-grade Condor trading technologies, aiming to enhance

the end-user experience, increase client retention, and achieve cost synergies.

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.

Investment and Brokerage (Europe and UK)

AML is authorized to deal with its account

(market maker) as a Category 3 licensed entity by the Malta Financial Services Authority (MFSA), receive and transmit orders for

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

AML trading platform services in the English,

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

assets-linked derivatives in real time.

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

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

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

In May 2024, Mitchell M.

Eaglstein, CEO,

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

(AML) to oversee operations in Malta.

APL is an investment firm regulated by the Financial

Conduct Authority (FCA).

It provides investment advice, acts as an agent and principal, and safeguards and administers assets in forex,

equity, commodities, spread bets, and other financial assets.

It is authorized to do business in several countries, including England,

Scotland, Wales, and Northern Ireland.

Investment and Brokerage (Trading Revenues) &

Gross Margins*:

Three months ended

Cost of sales

1 unchanged sentence

Gross Margins

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”).

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

Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory

scrutiny and is regulated by multiple regulators in Australia.

The Australian Securities and Investments Commission (ASIC) administers

a licensing regime for financial services providers.

ADS holds an Australian Financial Services License (AFSL) and meets various compliance,

conduct, and disclosure obligations.

Advisory Services Pty Ltd.

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

ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers financial planners different

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

Management Revenue & Gross Margins:

Wealth Management Business

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 a 51% owner of ADS.

Our wealth management business,

AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple Australian regulators.

The Australian

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

ADS holds an Australian

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

AD Advisory Services Pty Ltd.

(ADS) is an Australian-regulated

wealth management company with 28 advisors and $530+ million in funds under advice.

ADS provides licensing solutions for financial advisers

& accountants in Australia.

ADS offers financial planners various licensing, compliance, and education solutions to meet the specific needs of their practice.

Wealth Management Revenue & Gross Margins:

Three months ended

Cost of sales

1 unchanged sentence

Gross margins

Brokerage Business (Malta and UK)

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

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

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

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

in real time.

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

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

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

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

It provides investment advice, acts as agent and principal,

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

It is authorized to do

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

(Trading) revenue & Gross Margins*:

Technology & Software Development Business

For the three months ended March 31, 2025, and 2024,

the Company had seven and nine licensing agreements, respectively, for its Condor Pro Multi-Asset Trading Platform.

The Company continuously

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

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

The Company is developing the Condor Investing &

Trading App, a simplified trading platform designed for traders with varying levels of experience in trading stocks, ETFs, and other financial markets, accessible from

their mobile phones.

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

2025 fiscal year.

IT, Sales & Marketing Service Provider (Cyprus)

On March 19, 2024, the Company established Alchemytech

(ATECH), a Cypriot company.

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

sales, and marketing services.

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

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

Technology & Software Development Revenue &

Gross Margins:

Three months ended

Cost of sales

1 unchanged sentence

Gross Margins

Financial Summary

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

settlement of liabilities and commitments in the ordinary business course.

The Company generated $27,993,535 in revenues from January

21, 2016 (inception) to March 31, 2024.

For the three months ended March 31, 2024, and 2023, the Company generated $6,376,335 and $1,545,687

in revenues, an increase of over 312.52%.

At March 31, 2024, and December 31, 2023, the Company had a cash balance of $38,945,123 and

$31,316,461 and an accumulated deficit of $1,814,907 and $2,643,647.

Condition at March 31, 2024

March 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $1,814,907, $38,945,123, and $9,020,713, respectively.

Condition at December 31, 2023

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

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

The Company has issued the Series

A Preferred stock to Kundnani.

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

Company has issued the Common stock to Kundnani.

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

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

as disclosed in Subsequent Events.

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

of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing.

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

OF OPERATIONS

Months Ended March 31, 2024, compared with Three Months Ended March 31, 2023

consolidated revenues for the three months ended March 31, 2024, and 2023 were $6,376,335 and $1,545,687, respectively.

During the three

months ended March 31, 2024, and 2023, the Company incurred a net income of $833,445 and a net loss of $224,374.

total revenue breakdown for the three months ended March 31, 2024, and 2023 is below:

CIM Acquisition Termination

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.

believed that this would cause further delays in the approval process.

Our board has mandated that the management team focus on expanding and developing our core non-US foreign exchange business to maximize shareholder value.

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 paid the community bank a sum of $100,000 in

six equal installments of $15,000, plus one final payment of $10,000, from April 2024 to November 2024.

Consolidated Financial Summary

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.

For the three months ended March 31, 2025, and 2024, the Company generated $10,112,368 and $6,376,335 in revenues, an

increase of over 58.59%.

At March 31, 2025, the Company had a cash balance

of $26,996,932 and an accumulated deficit of $2,283,928.

At December 31, 2024, the Company had a cash balance

of $24,781,389 and an accumulated deficit of $2,563,620.

Financial Condition as of March 31, 2025

On March 31, 2025, the accumulated deficit, cash balance,

and working capital surplus were $2,283,928, $26,996,932, and $10,082,745, respectively.

Financial Condition at December 31, 2024

As of December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,563,620, $24,781,389,

and $ 9,417,769, respectively.

Although we believe our cash balance is sufficient to fund our operations and growth, the Company plans to raise

additional capital, as disclosed in Subsequent Events.

The Company intends

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

raise funds through private placement offerings and debt financing.

As the Company increases its global customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal 2025.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2025, compared with

Three Months Ended March 31, 2024

The consolidated revenues for the three months ended

March 31, 2025, and 2024 were $10,112,368 and $6,376,335, respectively.

During the three months ended March 31, 2025, and 2024, the Company

reported net income of $301,002 and $833,445, respectively.

The total revenue breakdown for the three months ended

March 31, 2025, and 2024 is below:

Three Months Ended

Revenue Description

1 unchanged sentence

Wealth Management

the three months ended March 31, 2024, and 2023, the Company incurred general and administrative costs (“G&A”) of $2,299,134

and $482,116 (excluding amortization expenses), respectively.

The increase in G&A for the three months ended March 31, 2024, is due

to the inclusion of G&A costs of all subsidiaries.

The G&A costs were 36.06% and 31.19% of the revenue for the three months ended

March 31, 2024, and 2023, respectively.

Amortization expenses were $0 and $19,032 for the three months ended March 31, 2024, and 2023,

respectively, included in the Cost of sales.

rental expense was $49,162 and $6,195 for the three months ended March 31, 2024, and 2023, respectively.

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 sales, marketing, and advertising expenses represented

0.74% and 1.94% of the sales for the fiscal year ending March 31, 2024, and 2023, respectively.

AND CAPITAL RESOURCES

March 31, 2024, and December 31, 2023, we had a cash balance of $38,945,123 and $31,316,461, respectively.

At December 31, 2023, and

2022, the working capital surplus was $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 the increase of current assets over current liabilities as of March 31, 2024.

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

jurisdictions.

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

are held by our foreign subsidiaries.

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

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

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

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

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

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

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

These alternatives may result in higher

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

We have previously borrowed funds domestically and believe

that we can continue to do so at reasonable interest rates.

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

and existing technology support to serve our customers.

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

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

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

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

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

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

However, we may need additional funds to achieve a sustainable

sales level to fund our ongoing operations out of revenues.

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

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

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

The Company may attempt

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

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

Seed Funding in 2016

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

June 1, 2017, we raised $98,000 through our common stock’s private placement to our officers, directors, friends, relatives, and

business associates.

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

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

Public in 2019

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

The Company closed its offering effective February 26, 2019.

and SBA Funding in 2020

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

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

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

July 15, 2020, the Company engaged Kingswood Capital Markets, a Benchmark Investments division, Inc., as its exclusive general financial

advisor for strategic corporate planning and investment banking services.

On August 25, 2020, the Company and Broker-Dealer terminated

all obligations other than maintaining confidentiality with no fees to the Broker-Dealer.

The Broker-Dealer agreed to return the 2,745,053

shares of the Company’s common stock.

September 02, 2020, the Company engaged Garden State Securities Inc.

(GSS) as its exclusive advisor for the private placement of debt

or equity securities to fulfill the Company’s business plan and an offering of debt securities to assist in the Company’s

acquisition strategy.

On October 05, 2021, the Company and GSS terminated all obligations other than maintaining confidentiality, with

no fees to the GSS.

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

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

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

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

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

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

EF Hutton will

act as lead underwriter, deal manager, and investment banker for the proposed firm commitment public offering and uplisting (“Offering”)

by the Company in connection with the offering of the Company’s equity, debt, or equity derivative instruments (the “Securities”).

The Company engagement expired as of December 31, 2022.

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.

Agreement, Promissory Note, Related Party Investments in 2022

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

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

From October 2021 to February

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

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

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

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

As part of the AJB Note, the Company entered

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

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

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

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

are issued upon execution of the agreement.

April 2022, the Company engaged CIM Securities, LLC as its private placement agent to raise capital.

The Company did not raise any funds.

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

Party Investments and Acquisitions in 2023

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

AJB Note valued at $60,525.

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

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

During the three months ended March 31, 2025, and

2024, the Company incurred general and administrative costs (“G&A”) of $4,520,014 and $2,299,134, respectively (excluding amortization expenses).

The increase in G&A for the three months ended March 31, 2025, is due to the inclusion of general and administrative costs of

all subsidiaries.

The G&A costs were 44.70% and 36.06% of the revenue for the three months ended March 31, 2025, and 2024, respectively.

The rental expense was $61,150 and $49,162 for the

three months ended March 31, 2025, and 2024, respectively.

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 trade shows, customer meetings, online marketing on industry websites, press releases,

and public relations activities.

The sales, marketing, and advertising expenses represented 2.73% and 0.74% of the sales for the fiscal

year ending March 31, 2025, and 2024, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2025, and December 31, 2024, we had cash balances of $26,996,932 and $24,781,389, respectively.

At March 31, 2025, and December 31, 2024, the working capital surplus was $10,082,745

and $9,097,591, respectively.

The increase in working capital surplus was primarily due to the acquisition of AML and APL, resulting in an increase in current assets over current liabilities as of March 31, 2025.

We generate a substantial portion of our operating

income outside the United States, which is indefinitely reinvested in foreign jurisdictions.

Consequently, as outlined under

“Cash and Cash Equivalent,” the majority of our cash and short-term investments are held by our foreign subsidiaries.

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

The company maintains multiple sources of liquidity,

including cash flow from operations, potential capital raises, and strategic financing arrangements.

FDCTech is actively managing its

working capital to support ongoing business expansion, including the development of its Condor Trading Technology , regulatory compliance

initiatives, and integration of newly acquired entities.

Key liquidity factors include:

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

Expenditures:

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

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

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

Management believes that existing cash reserves ,

combined with expected revenue growth and potential financing opportunities, will provide sufficient liquidity to

meet both operational and strategic

However, external market conditions, regulatory changes, and acquisition-related expenditures could impact future liquidity requirements.

We anticipate that our existing domestic cash, short-term

investments, and cash flows from operations will be sufficient to fund our domestic operating activities and fulfill our cash commitments

for investing and financing activities, such as regular quarterly dividends, debt repayments, and capital expenditures, for at least the

next 12 months and for the foreseeable future.

Should we require additional capital in the United

States beyond what our domestic operations generate—for instance, to fund significant discretionary activities such as business

acquisitions or share repurchases—we could choose to repatriate future earnings from foreign jurisdictions or raise capital within

the United States through debt or equity issuances.

These alternatives may result in higher effective tax rates, increased interest expenses,

or dilution of our earnings.

We have previously borrowed funds domestically and believe that we can continue to do so at reasonable interest

Over the next 12 months, the Company will continue

investing in sales, marketing, product development, and technology solutions to enhance customer service and expand its market presence.

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

This allocation will encompass working capital, software development, sales

and marketing initiatives, as well as infrastructure enhancements, including the procurement of computers and servers.

The company expects that its existing cash reserves,

cash equivalents, operational cash flows, and access to private equity and capital markets will be sufficient to fund operations for at

least the next 12 months.

These resources will support continued business operations, including debt obligations and significant capital

expenditures.

However, achieving sustainable revenue growth may require additional funding, and there is no guarantee that financing will

be available on favorable terms.

If additional capital is required, the company may consider restructuring or refinancing existing debt, securing financing from financial

institutions, or raising funds through private equity or debt

FDCTech remains committed to expanding its operations while exploring strategic funding opportunities to support long-term growth.

PPP and SBA Funding in 2020

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 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 proceeds of $144,900.

The outstanding balance of the SBA loan, including accrued

interest, is $112,057 as of March 31, 2025.

Related Party Investments and Acquisitions in

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 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.

The Company 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 the Company’s Series A Preferred stock

for $2.5 million.

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

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

the Company for $5.5 million.

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

shares of the Company’s common stock for $5.5 million.

The Company has issued the Common stock to Kundnani.

The Company expects to receive funds by the end of

CONCERN CONSIDERATION

have generated revenues of $6,376,335 and $1,545,687 for the three months ended March 31, 2024, and the recent fiscal year ended December

As of March 31, 2024, and December 31, 2023, the accumulated deficit was $1,814,907 and $2,643,647.

Our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ending

December 31, 2023, and 2022 regarding concerns about our ability to continue as a going concern.

Our financial statements contain additional

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

Our financial statements do not

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

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

Accounting Policies and Significant Judgments and Estimates

have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements,

which we have prepared following the U.S.

generally accepted accounting principles.

In preparing our financial statements, we must make

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

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

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

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

We continuously evaluate our critical accounting estimates

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

Act Accounting Election

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

Under the JOBS Act, emerging growth companies can delay

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

As an emerging growth company, we have applied for an exemption;

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

standards until the standards apply to private companies.

Sheet Arrangements and Contractual Obligations

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

We had no relationships

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

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

Accounting Pronouncements

amendments in the ASU are effective for fiscal years beginning after December 15, 2019, including interim periods therein.

Early adoption

of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued.

We have adopted this ASU as of March 31, 2020 for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840).

currently not expected to have a material impact on our consolidated financial statements.

While we have described significant accounting

policies in more details in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2020,

filed with the SEC on April 6, 2020, we believe the accounting policies as described in Note 2 to be critical to the judgments and estimates

used in the preparation of our financial statements.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

The Company expects

to receive funds by the end of June 2025.

GOING CONCERN CONSIDERATION

We generated revenues of $10,112,368 and $6,376,335 for the three months ended March 31, 2025, and 2024, respectively.

As of March 31, 2025, and December 31, 2024, the accumulated deficit was $2,283,928

and $2,563,620.

Our independent auditors included an explanatory paragraph in their reports on the audited financial statements for the fiscal years ending December 31, 2024, and 2023, regarding concerns about our ability to continue as a going concern.

Our financial statements

include additional note disclosures that describe the circumstances leading to this disclosure by our independent auditors.

Our financial

statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and

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

Critical Accounting Policies and Significant Judgments

and Estimates

We have based our management’s discussion and

analysis of our financial condition and results of operations on our financial statements, which we have prepared in accordance with U.S.

accepted accounting principles.

In preparing our financial statements, we must make estimates and assumptions that affect the reported

amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods.

In more detail, we have described significant accounting

policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2023, filed with the

SEC on October 15, 2024.

We continually evaluate our critical accounting estimates and judgments, as required by our policies, and update them

as necessary based on changing conditions.

JOBS Act Accounting Election

We are an “ emerging growth company ,”

as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued

after the enactment of the JOBS Act until those standards apply to private companies.

As an emerging growth company, we have applied for

an exemption;

as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies.

Off-Balance Sheet Arrangements and Contractual

We have not engaged in any off-balance sheet arrangements

as defined in Item 303(c) of the SEC’s Regulation S-B.

We had no relationships with unconsolidated organizations or financial partnerships,

such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or

other contractually narrow or limited purposes.

Recent Accounting Pronouncements

The Company evaluates all Accounting Standards Updates

(“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for applicability and impact on its consolidated

financial statements.

We have adopted ASC 606, Revenue from Contracts with

Customers, and ASC 842 (formerly ASU 2016-02, Leases) as of March 31, 2020.

The amendments in these ASUs are effective for fiscal years

beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption was permitted and consistent with

SEC guidance;

we implemented these standards as required.

The adoption of these standards did not have a material impact on our consolidated

financial statements.

The Company has reviewed recently issued ASUs that

are not yet effective and expects no significant impact on its financial statements or disclosures upon adoption.

As a smaller reporting

company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards, as

permitted by the JOBS Act and SEC rules applicable to emerging growth companies.

For a more detailed description of our significant and critical accounting

policies, please refer to Note 2 in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended

December 31, 2024, filed with the SEC on March 31, 2025.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis