FDCTECH, INC. Files 2023 10-K

TL;DR

FDCTECH filed its 2023 10-K, showing financial data for the year ending Dec 31, 2023.

AI Summary

FDCTECH, INC. filed its 2023 10-K on October 15, 2024, reporting on its fiscal year ending December 31, 2023. The company, formerly known as Forex Development Corp., is based in Irvine, California, and operates in the prepackaged software industry. The filing covers financial data and business operations for the fiscal years 2023 and 2022.

Why It Matters

This filing provides investors and stakeholders with a comprehensive overview of FDCTECH, INC.'s financial performance and business activities for the 2023 fiscal year, including details on revenues and preferred stock.

Risk Assessment

Risk Level: low — The filing is a standard annual report (10-K) and does not contain immediate, high-impact news or disclosures.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period for the 10-K.)
• 2022-12-31 — Prior Fiscal Year End (The end date of the previous reporting period for comparative analysis.)
• 2024-10-15 — Filing Date (The date the 10-K was officially submitted to the SEC.)

Key Players & Entities

• FDCTECH, INC. (company) — Filer of the 10-K report
• 2023-12-31 (date) — Fiscal year end for the reported period
• 2024-10-15 (date) — Date the 10-K was filed
• Irvine, CA (location) — Company's business address
• Forex Development Corp. (company) — Former name of FDCTECH, INC.

FAQ

Key Financial Figures

• $0.0001 — of each class Common Stock, par value $0.0001 Indicate by check mark if the registr
• $0.0298 — osing price as of December 31, 2023, of $0.0298 per share, the last business day of the
• $1,811,423 — ending December 31, 2023, and 2022 were $1,811,423 and $626,600, respectively. 5 Wealt
• $626,600 — 31, 2023, and 2022 were $1,811,423 and $626,600, respectively. 5 Wealth Management
• $530 — company with 28 financial advisors and $530+ million in funds under advice. ADS pro
• $5,927,424 — ending December 31, 2023, and 2022 were $5,927,424 and $5,827,731, respectively. Margin
• $5,827,731 — 31, 2023, and 2022 were $5,927,424 and $5,827,731, respectively. Margin Brokerage (Euro
• $350,000 — business acquisition loan liability of $350,000 to purchase the controlling interest in
• $1,175,406 — ("Series B Preferred Stock") valued at $1,175,406. Mr. Gope S. Kundnani ("Kundnani") is
• $4,351,474 — ending December 31, 2023, and 2022 were $4,351,474 and $0, respectively. The Company has c
• $0 — 31, 2023, and 2022 were $4,351,474 and $0, respectively. The Company has consolid
• $1,362,594 — ,379 Series B Preferred Stock valued at $1,362,594. Kundnani is the (sole) natural perso
• $664,579 — ending December 31, 2023, and 2022 were $664,579 and $0, respectively. The Company has c
• $20,000 — ent pending regulatory approval, paid a $20,000 non-refundable deposit, and transferred
• $180,000 — non-refundable deposit, and transferred $180,000 to the escrow account to complete the t

Filing Documents

• form10-k.htm (10-K) — 1666KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 8KB
• 0001493152-24-041145.txt ( ) — 9405KB
• fdct-20231231.xsd (EX-101.SCH) — 65KB
• fdct-20231231_cal.xml (EX-101.CAL) — 67KB
• fdct-20231231_def.xml (EX-101.DEF) — 360KB
• fdct-20231231_lab.xml (EX-101.LAB) — 544KB
• fdct-20231231_pre.xml (EX-101.PRE) — 457KB
• form10-k_htm.xml (XML) — 1345KB

BUSINESS

BUSINESS 4 ITEM 1 A.

RISK FACTORS

RISK FACTORS 10 ITEM 1 B. UNRESOLVED STAFF COMMENTS 10 ITEM 2 OPERATING LEASES 10 ITEM 3

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 11 ITEM 4 MINE SAFETY DISCLOSURES 11 PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 12 ITEM 6.

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 13 ITEM 7.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 25 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 25 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 25 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 25 ITEM 9B. OTHER INFORMATION 26 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 27 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 31 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 32 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 34 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 35 PART IV. ITEM 15. FINANCIAL STATEMENT SCHEDULES 37 ITEM 16. EXHIBITS 37

SIGNATURES

SIGNATURES 38 2 FORWARD-LOOKING This Annual Report on Form 10-K ("Form 10-K") contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition, operations results, and forward-looking statements are subject to change, inherent risks, and uncertainties. Forward-looking "continue," "believe," "expect," "desire," "goal," "should," "objective," "seek," "plan," "strive" or "anticipate," as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-K. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize or underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated. 3 PART I IT

BUSINESS

BUSINESS Overview 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. 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"). The 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 companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to –forex, stocks, ETFs, commodities, social/copy trading, and other high-growth fintech markets. From 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. The 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. Currently, we have three primary business segments: (1) Technology and Software Development, (2) Wealth Management, and (3) Investment and Margin Brokerage Business. Technology & Software Development – Condor Trading Technology The Company secures and earns revenues by signing an agreement with its customers. The Company considers a signed agreement with its custo

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

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. ADS' consolidated revenues for the fiscal year ending December 31, 2023, and 2022 were $5,927,424 and $5,827,731, respectively. Margin Brokerage (Europe) – Alchemy Markets Ltd. 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. The Company amended the Agreement to June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company closed the acquisition as of June 30, 2023, and consolidated the fair value of AML's assets and liabilities from June 30, 2023. AML has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the "Balance Sheet Date"). AML provided the related audited statements of operations, stockholders' equity, and cash flows for the fiscal years ending November 30, 2021, and 2020. AML has no liabilities other than (i) liabilities reflected in the financial statements and (ii) liabilities incurred in the ordinary course of business from the balance sheet date. PricewaterhouseCoopers (PwC) is the auditor of AML. The Company complet

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View this 10-K filing on SEC EDGAR