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Website updated https://fdctech.com/download/FDC_Investor_Deck.pdf
On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent (51%) 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.
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 NSFX Ltd (“NSFX”). NSFX is an online trading brokerage 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 NSFX. The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than June 30, 2023.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
On December 31, 2022, and 2021, we had a cash balance of $264,829 and $93,546, respectively. At December 31, 2022, and 2021, the working capital surplus and deficit were $541,359 and $199,132, respectively. The increase in the working capital surplus was mainly due to the acquisition of NSFX, resulting in the increase of current assets over current liabilities as of December 31, 2022.
RESULTS OF OPERATIONS
For the fiscal year ending December 31, 2022, compared to the fiscal year ending December 31, 2021
For the fiscal year ending December 31, 2022, and 2021, the Company had ten (10) and eight (8) active customers. Revenues generated from the top three (3) customers represented approximately 81.01% and 52.98% of total revenue for the fiscal year ending December 31, 2022, and 2021, respectively. The revenues generated for the fiscal year ending December 31, 2022, and 2021 were $6,453,732 and $457,661, respectively. During the fiscal year ending December 31, 2022, and 2021, the Company incurred a net profit and a net loss of $1,104,374 and $1,736,695.
The total revenue breakdown for the fiscal year ending December 31, 2022, and 2021 is below:
Fiscal year ended
December 31, 2022
(Audited)
Fiscal year ended
December 31, 2021
(Audited)
Wealth Management, $ 5,827,732 301,648
Technology & Software Development, $ 626,000 156,013
Total, $ 6,453,732 457,661
Fiscal year ended
December 31, 2022
(Audited)
Fiscal year ended
December 31, 2021
(Audited)
Wealth Management, %
90.30
% 65.91 %
Technology & Software Development, %
9.70
%
34.09
%
Total, % 100.00 % 100.00 %
US Brokerage – CIM Securities, LLC
On July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent (51%) 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.
Margin Brokerage (Europe and the Middle East) – NSFX 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 NSFX Ltd (“NSFX”). NSFX is an online trading brokerage 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 NSFX. The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than June 30, 2023.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
The Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.
The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on 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 second quarter of the fiscal year ending December 31, 2023.
The Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and limit unnecessary blockchain usage fees, also known as gas fees. The Company has no plans to commercialize the NFT Marketplace in the fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.
The Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering to Australia’s wealth management industry. The Company expects to commercialize the Robo Advice Platform by the fiscal year ending December 31, 2023.
Technology & Software Development Revenue & Gross Margins:
Fiscal year ended
December 31, 2022
(Audited)
Fiscal year ended
December 31, 2021
(Audited)
Revenue, $ 626,000 301,648
Cost of sales, $ 159,051 274,462
Gross Profit (loss), $ 466,949 27,186
Gross Margins, % 74.59 % 9.01 %
Technology & Software Development – Condor Trading 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, Crypto Web Trader Platform, and other cryptocurrency-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 - 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 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, cryptocurrencies, 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, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.
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 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.
AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million in funds under advice. 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.
Wealth Management Revenue & Gross Margins:
Fiscal year ended
December 31, 2022
(Audited)
Fiscal year ended
December 31, 2021*
(Audited)
Revenue, $ 5,827,732 156,013
Cost of sales, $ 5,275,741 140,922
Gross Profit (loss), $ 551,991 15,091
* Includes prorate revenue from December 22, 2021, to December 31, 2021.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Annual Report Form 10-K contains forward-looking statements. Our actual results could differ materially from those set forth due to 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 audited 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. 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, crypto, 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) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business. The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.
On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Upon the appointment of Mr. Kundnani, the Company currently has four Board of Directors. Mr. 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. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India.
Margin Brokerage (Europe and the Middle East) – NSFX 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 NSFX Ltd (“NSFX”). NSFX is an online trading brokerage 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 NSFX. The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than June 30, 2023.
NSFX has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet Date”). NSFX provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years ending November 30, 2021, and 2020. NSFX has no liabilities other than (i) liabilities reflected in the financial statements and (ii) liabilities incurred in the ordinary course of business since the balance sheet date. PricewaterhouseCoopers (PwC) is the auditor of NSFX.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
The 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, cryptocurrencies, 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, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.
The Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.
The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on 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 second quarter of the fiscal year ending December 31, 2023.
The Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and limit unnecessary blockchain usage fees, also known as gas fees. The Company has no plans to commercialize the NFT Marketplace in the fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.
The Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering to Australia’s wealth management industry. The Company expects to commercialize the Robo Advice Platform by the fiscal year ending December 31, 2023.
The consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31, 2022, were $626,000, $159,051, and $466,949, respectively.
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 customers, a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which the Company will provide products or services as persuasive evidence of an arrangement. Each agreement is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract. The material terms of customer contracts depend on the nature of services and solutions. Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract.
The Company is a technology provider and software developer in the cryptocurrency or digital asset space. The Company does not mine any digital assets or trade or act as a counterparty in cryptocurrencies. Consequently, the Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service business or money transmitter license with Financial Crimes Enforcement Network (FinCEN) and respective State’s 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 nor does it intend to become a broker-dealer. Customers sometimes compensate us in Bitcoin through our custodian Gemini Trust Company, LLC (“Gemini”). Gemini is a licensed New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department of Financial Services.
We are a development company in the financial technology sector with limited operations. The Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary business course.
The Company has no patents or trademarks on its proprietary technology solutions.
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, Crypto Web Trader Platform, and other cryptocurrency-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 - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.
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 the trading platform (desktop, web, mobile), back office, and CRM and banking integration technology.
The Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the cryptocurrency and blockchain space. The Company expects to generate additional revenue from its crypto-related solutions. Such solutions include revenues from the development of a custom crypto exchange platform for customers, the sale of the non-exclusive source code of the crypto exchange platform to third parties, white-label fees of crypto exchange platforms, and the sale of aggregated cryptocurrency data price feed from various crypto exchanges to OTC brokers. The Company initially plans to develop the technology architecture of the crypto exchange platform for its customers. The initial capital required to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers. The Company develops these projects to meet the customer’s design criteria and performance requirements.
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 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. 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 20 offices, 28 advisors, and $530+ million in funds under advice. 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.
ADS’ revenues, cost of sales, and gross profits for the fiscal year ending December 31, 2022, were $5,827,732, $5,275,741, and $551,991, respectively.
OTCQB Certification
https://www.otcmarkets.com/otcapi/company/financial-report/366654/content
THANK YOU FER HEADS UP FDCT
FDCTech Inc (QB)
0.01569
-0.00005 (-0.32%)
Volume: 20,000
Day Range: 0.01569 - 0.01569
Last Trade Time: 10:13:00 AM EDT
THANK YOU FER HEADS UP FDCT
FDCTech Inc (QB)
0.01569
-0.00005 (-0.32%)
Volume: 20,000
Day Range: 0.01569 - 0.01569
Last Trade Time: 10:13:00 AM EDT
The 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, cryptocurrencies, 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, December 31, 2019. The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.
The Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.
The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements. Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on 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 second quarter of the fiscal year ending December 31, 2023.
The Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and limit unnecessary blockchain usage fees, also known as gas fees. The Company has no plans to commercialize the NFT Marketplace in the fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.
The Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering to Australia’s wealth management industry. The Company expects to commercialize the Robo Advice Platform by the fiscal year ending December 31, 2023.
The consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31, 2022, were $626,000, $159,051, and $466,949, respectively.
FDCT Consulting Services – The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.
10k current out now
https://www.otcmarkets.com/filing/html?id=16566948&guid=HZm-k6OMvwGUdth
https://www.otcmarkets.com/filing/html?id=16556881&guid=cOm-kH_dFSKfJth
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: April 10, 2023
(Date of earliest event reported)
FDCTECH, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-56338 81-1265459
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS. Employer
Identification No.)
200 Spectrum Center Drive, Suite 300
Irvine, CA 92618
(Address of principal executive offices, including zip code)
(877) 445-6047
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common FDCT OTCQB
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2022, the Company announced the Stock 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 NSFX Ltd (“NSFX”). NSFX is an online trading brokerage 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 NSFX. The Company amended the Agreement to February 28, 2023, but not later than June 30, 2023, to comply with the BVI Companies Act requirement for the change of ownership. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023.
NSFX has furnished the Company with its audited balance sheet for the fiscal year ending November 30, 2021, and 2020 (the “Balance Sheet Date”). NSFX provided the related audited statements of operations, stockholders’ equity, and cash flows for the fiscal years ending November 30, 2021, and 2020. NSFX has no liabilities other than (i) liabilities reflected in the financial statements and (ii) liabilities incurred in the ordinary course of business since the balance sheet date. PricewaterhouseCoopers (PwC) is the auditor of NSFX.
NSFX is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
The Company has provided technical support and brokerage consulting to all NSFX trading infrastructure since August 2016.
The foregoing description of the Sales Purchase Agreement with NSFX does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On April 10, 2023, the Company issued a press release announcing NSFX’s acquisition date amendment. We have furnished a copy of the press release as Exhibit 99.1 hereto, which is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
10.1 Amendment to Stock Purchase Agreement dated February 28, 2023.
99.1 Press release dated April 10, 2023.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FDCTECH, INC.
April 11, 2023 By: /s/ Imran Firoz
Date Imran Firoz
Chief Financial Officer
(Principal Executive Officer)
3
Exhibit 10.1
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the Amendment”) is entered into this 28th day of February 2023 (the “Effective Date of Amendment”) by and among FDCTech, Inc., a Delaware corporation, and Alchemy Prime Holdings Limited, a UK corporation ( together the “Purchasers”) and New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and NSFX Ltd., a wholly-owned subsidiary of New Star, a Malta-based European margin trading broker-dealer (NSFX Ltd and, together with New Star, the “Sellers”).
R E C I T A L S
A. The Purchasers and the Sellers entered into that certain Stock Purchase Agreement effective as of December 31, 2022 (the “Agreement”).
B. The Purchasers and Sellers desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Unless otherwise stated hereinabove, defined terms used in this Amendment shall have the meanings ascribed to such term in the Agreement.
2. The “Effective Date” in the first paragraph of the Agreement is hereby revised to February 28, 2023.
3. Section III Closing, Deliveries, and Adjustment are hereby deleted in its entirety and replaced by the following:
III.1 The purchase and sale of the Shares (the “Closing”) shall occur on a date and time as designated in writing by the parties with at least five business days’ notice, but in no event later than June 30, 2023 (the “Outside Date”). The Closing will be held by the electronic exchange of documents in PDF format or by facsimile without the principals present. The actual date the Closing occurs is referred to herein as the “Closing Date.”
4. Except as specifically modified or amended by the terms of this Amendment, the License Agreement and all provisions contained therein are and shall continue in full force and effect and are hereby ratified and confirmed.
5. This Amendment may be executed in any number of separate counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
PURCHASER: ALCHEMY PRIME HOLDINGS LIMITED
By /s/ Gope S. Kundnani Name: Gope S. Kundnani, CEO
PURCHASER: FDCTECH, INC.
By /s/ Mitchell Eaglstein Name: Mitchell Eaglstein, CEO
SELLERS: NEW STAR CAPITAL TRADING LTD.
By /s/ Alkoby Asher Name: Alkoby Asher, President
Exhibit 99.1
FDCTech amends the date of acquisition of its majority controlling position in New Star Capital Trading Ltd. and its subsidiary.
New Star Capital Trading Ltd. (“New Star”) is a parent company of NSFX Ltd (“NSFX”). FDCTech amended the Agreement to comply with the BVI Companies Act requirement for the change of ownership.
Irvine, CA: April 10, 2023, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven acquisition company with a full suite of digital financial services solutions, today announced it had amended the acquisition date of the sales purchase agreement (“Agreement”) from December 31, 2022, to February 28, 2023, or later as required by BVI Companies Act, but no later than June 30, 2023. The 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 wholly-owned operating subsidiary NSFX Ltd (“NSFX”), an online trading brokerage firm regulated by the Malta Financial Services Authority. The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023, once the date of acquisition is finalized per BVI registry requirement.
NSFX is authorized to deal on 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. NSFX trading platform services in the English, French, German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
For consideration and other details, please review SEC filings or the Company’s website for more information on the full results and management’s plan.
NSFX Ltd.
NSFX Limited (the “Company”) is a limited liability company registered under the Companies Act, Cap — 386 of the Laws of Malta, with registration number C 56519. The Malta Financial Services Authority regulates NSFX with a License Number IS/56519. NSFX is authorized to deal on its account as a Category 3 licensed entity by the MFSA, receive and transmit orders on behalf of retail and professional clients, and hold and control clients’ money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
FDCTech, Inc.
FDCTech, Inc. (“FDC”) is a US-based, fully integrated financial technology company. FDC specializes in buying and integrating small to mid-size legacy financial services companies. FDC develops and delivers technology infrastructure solutions to forex, crypto, wealth management, and other future-proof financial sectors.
Press Release Disclaimer
This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case will the Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information or statements in this press release or any related damages.
Contact Media Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618
FDCTECH AMENDS THE DATE OF ACQUISITION OF ITS MAJORITY CONTROLLING POSITION IN NEW STAR CAPITAL TRADING LTD. AND ITS SUBSIDIARY.
HTTPS://FDCTECH.COM/SPA%20AMENDMENT_PR_04.10.23.HTML
$FDCT FDCTech files NT 10-K
Reason:
On December 31, 2022, the registrant acquired 50.10% of NSFX Ltd, a European margin trading broker/dealer company.
The registrant is consolidating the financial statements of NSFX Ltd with its own financial statements and requires extra time to complete the consolidation without unreasonable time and expense.
The acquisition of NSFX Ltd. will materially increase the net assets and revenues of the registrant.
Ntk10 NSFX Ltd. will materially increase the net assets and revenues of the registrant.
NSFX MTX iphone APP FDCTech $FDCT
Stocks, FX, Futures, and More
NSFX Ltd.
Designed for iPhone
© FDCTech Inc
https://apps.apple.com/us/app/nsfx-mtx/id6445958656
This iOS multi-asset trading app is the perfect tool for any investor or trader looking to quickly and easily access the world's financial markets. With this app, you can trade stocks, futures, currencies, and more, all from the convenience of your iPhone or iPad. The app offers a robust set of features, including real-time market data, charting tools, and advanced order types. It also allows you to manage multiple accounts and portfolios, and keep track of your trading history. Whether you're a seasoned trader or just starting out, this app has everything you need to make informed decisions and maximize your profits.
https://nsfx.com/
Accepted Countries
NSFX accepts traders from Australia, Thailand, Canada, United Kingdom, South Africa, Singapore, Hong Kong, India, France, Germany, Norway, Sweden, Italy, Denmark, United Arab Emirates, Saudi Arabia, Kuwait, Luxembourg, Qatar and most other countries.
Traders can not use NSFX from United States.
The primary advantage in FDCTech purchasing CIM Securities, LLC. Broker Dealer, instead of starting a new Broker Dealer is that with proper deal structuring and diligence, the amount of time required is greatly reduced. You could be up and running very quickly, conducting business with little delay. While adding additional business lines will take some time, with the right planning, you can be up and running within the same month.
https://cxgllc.com/service/buy-a-broker-dealer/
FDCTech signs a letter of intent (LOI) to acquire 80% equity interest in CIM Securities, LLC.
https://www.otcmarkets.com/stock/FDCT/news/FDCTech-signs-a-letter-of-intent-LOI-to-acquire-80-equity-interest-in-CIM-Securities-LLC?id=365770
July 22, 2022 (GLOBE NEWSWIRE) -- FDCTech, Inc. ("FDC" or the "Company," OTCQB: FDCT), a fintech-driven company specializing in buying and integrating small to mid-size legacy financial services companies, today announced that it had signed a letter of intent to acquire eighty percent (80%) equity interest in CIM Securities, LLC ("CIM Securities"), a FINRA and SIPC member firm.
CIM Securities received regulatory approval in August 2002 from the Securities Exchange Commission. It is licensed to conduct its business in 49 US states and territories. CIM Securities generated $2.51 million in revenue for fiscal 2021, primarily as investment banking and advisory fees. CIM Securities offers private placement transactions where shares of or other investments in a particular company are purchased directly from the issuers. CIM Securities also provide brokerage account services through its relationship with a clearing firm, Hilltop Securities ("Hilltop").
The strategic acquisition aligns with the Company's growth strategy through M&A, and the proposed acquisition will establish a US-based financial services company in its portfolio.
The acquisition would be subject to regulatory approvals, with the closing contemplated in the fourth quarter of 2022.
It is common knowledge that transactions in the securities industry are highly regulated. Whether you want to deal in private or public securities, registering as a broker-dealer is the only legal way to do so. However, registering with FINRA as a new broker-dealer is a time-consuming process, even when you know what you’re doing. Usually, it can take six months or longer to get a new broker-dealer approved by regulators, which in many cases, means losing out on business opportunities. To save time and avoid the stress, many people opt to purchase a shell broker-dealer instead of going through the New Member registration process. So, what exactly is a shell broker-dealer?
Demystifying Shell Broker-Dealers
A shell broker-dealer is basically an inactive broker-dealer that has little or no production and accounts. You may ask why a broker-dealer exists if it is not conducting any business. Well, there can be several reasons, but generally speaking, plans or business opportunities for owners of these firms simply change. In those cases, even though the registration of the broker-dealer has been completed, the firm never sees the light of the day as an enterprise. It remains a ‘shell’.
Why Buy A Shell Broker-Dealer?
The answer is simple – it saves time. If done correctly, buying a broker-dealer can have new owners up and running in about 45 days. When registering as a new broker-dealer, owners cannot conduct any business until FINRA’s review process is complete; this can take many months. But when purchasing a ‘shell’, new owners can conduct business under the broker-dealer’s already approved license(s) while their application is going through this process.
FINRA Rule 1017 – File Change of Ownership
Once the diligence process is completed and everything seems perfect, one can proceed to inform FINRA about the change in ownership that is taking place. Pursuant to membership rule 1017, FINRA must be informed at least 30 days in advance of consummating the deal by filing a notice letter. Once the 30 days has passed (provided FINRA has not provided notice of rejecting the proposed transaction), the transaction can close and one can start doing business using the shell broker-dealer that has been purchased. However, please keep in mind that FINRA can take a few months to fully approve the transaction.
The FDCTech acquisition of CIM Securities LLC would be subject to regulatory approvals, with the closing contemplated in the fourth quarter of 2022.
Anyone have any facts on the approvals?
Buzzards are circling.
this scam ready to head to .007...you were warned!!!
FDCTech has two primary business segments, (1) Wealth Management and (2) Technology and Software Development.
Wealth Management
AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers & accountants in Australia. ADS offers different licensing, compliance, and education solutions to financial planners to meet the specific needs of their practice.
That was for Three Months Ended March 31, 2022
Since then they acquired a 80% interest in a USA broker and a 50.1% interest in an international broker in Malta
CIM Securities, LLC
https://www.cimsecurities.com/
CIM Securities, LLC (herein referred to as "CIM Securities") is a broker-dealer registered with the United States Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). As a broker-dealer, CIM and our Investment Professionals offer brokerage services.
NSFX Ltd.
www.NSFX.com
NSFX Limited (the "Company") is a limited liability company registered under the Companies Act, Cap. 386 of the Laws of Malta with registration number C 56519. The Malta Financial Services Authority regulates NSFX with a License Number IS/56519. NSFX is authorized to deal on its account as a Category 3 licensed entity by the MFSA, receive and transmit orders on behalf of retail and professional clients, and hold and control clients' money and assets. NSFX trading platform services in the English, French, German, Italian, and Arabic markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives in real time.
Interesting reading: FDCTech FORM 10-Q due out March 2023
It should be reported AD Advisory Services and FDCTech have been working well together.
I also own SMCE stock which had an issue with owning Genesis Financial with existing limitations and restrictions in the Australian financial services sector.
This is the same Genesis Financial that FDCT wanted to buy but Genesis Financial could not comply with several non-exhaustive material provisions, covenants, or conditions. Among other items, it included releasing liens, defaults settlement, payoff letters, discharges of liens, releases of guarantees, and other disclosures required by the Agreement.
NOTE: FDCTech has no existing limitations and restrictions in the Australian financial services sector AD Advisory Services.
In the latest news 1-6-23 FDCT bought 50.10% of https://nsfx.com/
NSFX Ltd. was founded by a group of professionals in the financial industry with a clear vision of creating a regulated online trading brokerage that would provide investment services to all types of traders and institutions, globally. The company’s technological infrastructure was built with a deep understanding of trader’s ongoing needs. Combined with strong connections within the banking system and with liquidity providers, NSFX Ltd. aims to offer one of the best trading experiences in the market today.
NSFX Ltd. is a Maltese regulated investment services provider that operates under European and Maltese regulations. NSFX Ltd. services the English, French, German, Italian, and Arabic speaking markets. NSFX Ltd. is an innovative broker with a global posture.
NSFX Ltd.’s approach to technology can be put quite simply ‘innovation”. Innovation is incorporated into every design and system NSFX Ltd. produces, with the intention of creating the most optimal, intuitive products possible. NSFX Ltd. has developed an impeccable data safety infrastructure, advanced solutions and functions that put our clients trading experience at the forefront.
It is my understanding that the FDCTech CEO has been very busy running operations in Cyprus and Malta.
Past news 7-22-22 FDCT bought 80% of CIM Securities, LLC a FINRA and SIPC member firm. Pending FINRA regulatory approvals. https://www.cimsecurities.com/
Now, now Hombre, you know just how Mr Alford plays.
Smoke ‘‘em out, always works.
That’s funny. Can’t seem to find Timothy Alfords name on any FDCT filings…throwing darts are we?
Same ol’ Timothy Alford scam as GOLQ and SMCE operating here. The buzzards are circling on the whole gang.
What are you referring to?
"They lost the purchase intent or LOI."
Are you talking about Genesis?
FDCTech Announces the Termination of Genesis Financial Inc. Stock Purchase Agreement
Irvine, CA, Aug. 27, 2021 (GLOBE NEWSWIRE) -- FDCTech, Inc. ("FDC" or the "Company," OTCQB: FDCT), a fully integrated financial technology company with a full suite of digital financial services solutions, today announced that it had terminated effective immediately the Stock Purchase Agreement (the "Agreement"), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming corporation ("Genesis" or "Seller").
The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material provisions, covenants, or conditions. Among other items, it included releasing liens, defaults settlement, payoff letters, discharges of liens, releases of guarantees, and other disclosures required by the Agreement.
Just pointed out what I saw. The large spread is meant to control and discourage buys. As for the company and stock, there appears to be no upwards catalyst. They lost the purchase intent or LOI. Don't see a reason to be in here. Do you?
You must have pulled some strings to get them to narrow the spread.
Yes buying volume is low.
Then again there are no large block low priced sellers either.
Low volume, big spreads, another thin OTC trap imo..
Low volume, big spreads, another thin OTC trap imo..
Looks like FDCT has gone up 45% today
Explains why stock price dropped and daily leaking. Any ideas or thoughts on where this goes now?
Tia
FDCTech $FDCT was going to buy Genesis Financial but SMC Entertainment $SMCE bought Genesis Financial instead. $SMCE came out with news of buying
SMC Signs Letter of Intent to Acquire AI-enabled Wealth Management Technology Platform
Global Equities EBT Inc.
Fyniti (www.fyniti.com, www.fynitiiq.com) is a Fintech developer and provider of technology that combines Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading ("EBT") technology. EBT is focused in democratizing Basket Trading, Direct Indexing, Tax Loss Harvesting and bringing Separately Managed Accounts (SMAs) to the upper end of the retail segment as well as the lower to middle market financial institutions. Fyniti's IQ Engine is an AI driven contextual analyzer that creates a repository of all equity research. Click here to view Fyniti's product overview and positioning, ETF basket trading, and market positioning and competitiveness.
Fyniti Global Equities EBT Inc. is a Fintech platform developer founded by veteran wall street technologists and investment bankers. Fyniti has a clear focus on developing disruptive technologies in the Wealth Management and capital markets domains. Fyniti owns the IQ Engine and EBT Technology which combine to provide AI driven Quantitative investing and AI based Basket Trading platforms.
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