Fdctech, Inc 8-K, filed Sep 6, 2023

Fdctech, Inc. (FDCT)

8-K 2023-09-06 For: 2023-06-30

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Added on April 06, 2026

About this 8-K

Fdctech, Inc filed this 8-K on September 6, 2023, reporting on events of June 30, 2023.

Items reported

Item 9.01: Financial statements and exhibits

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☐		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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		FDCT		OTCQB

Exhibit Number		Description

99.1		Unaudited Proforma condensed combined financial information statements as of and for the six months ended June 30, 2023, and the fiscal year ended December 31, 2022.

99.2		Audited financial statements of the acquired company – Alchemy Markets Limited (formerly known as NSFX Ltd.), for the fiscal year ended November 30, 2022, and 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	FDCTECH, INC.

September 6, 2023	By:	/s/ Imran Firoz
Date		Imran Firoz
		Chief Financial Officer
		(Principal Executive Officer)

	●	the accompanying notes to the unaudited pro forma combined financial statements;

	●	the audited consolidated financial statements of FDCTech as of December 31, 2022, and the related notes thereto;

	●	the unaudited six months condensed consolidated financial statements of FDCTech as of June 30, 2023, and the related notes thereto;

	●	the audited consolidated financial statements of Alchemy (Malta) as of November 30, 2022, and the related notes thereto;

	●	the unaudited six months condensed consolidated financial statements of Alchemy (Malta) as of June 30, 2023, and the related notes thereto;

	●	the section entitled “FDCTech Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information relating to FDCTech included reports filed with the SEC or elsewhere or incorporated by reference in this 8-K; and

	●	The relative voting rights. FDCTech holds the majority of Alchemy (Malta) ‘s voting rights; therefore, we are the accounting acquirer.

	●	The composition of the governing body. FDCTech is the governing body of Alchemy (Malta), and we are the accounting acquirer.

	●	The composition of the senior Management. If the senior Management comprises primarily the management personnel from one of the combining entities, that entity is likely the accounting acquirer.

	FDCTech			Alchemy (Malta)		Total			Pro Forma Adjustments (Note 3)	Pro Forma Combined
	(USD)			(USD)		(USD)				(USD)
Assets
Current assets:
Cash	$	127,057		$	24,510	$	(24,510	)	A	$	127,057
Accounts receivable, net		2,857,581			2,715,888		(2,715,888	)	B		2,857,581
Other current assets		1,142,499			741,231		(741,231	)	C		1,142,499
Total Current assets		4,127,137			3,481,629		(3,481,629	)			4,127,137
Fixed assets, net		3,096			3,096		(3,096	)	D		3,096
Capitalized software, net		895,748			-		-				895,748
Acquired tangible assets		35,953			-		-				35,953
Acquired intangible assets		2,600,800			-		-				2,600,800
Total assets	$	7,662,734		$	3,484,725	$	(3,484,725	)		$	7,662,734
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	519,450		$	-	$				$	519,450
Line of credit		50,310			-						50,310
Payroll tax payable		226,779			-						226,779
Business acquisition loan		350,000			-						350,000
Cares act - PPP advance		32,644			-						32,644
Other current liabilities		640,632			482,022		(482,022	)	E		640,632
Total Current liabilities		1,819,815			482,022		(482,022	)			1,819,815
SBA loan – non-current		126,941			-		-				126,941
Deferred tax liabilities		349,326			349,326		(349,326	)	F		349,326
Accrued interest – non-current		17,386			-		-				17,386
Total liabilities		2,313,468			831,348		(831,348	)			2,313,468
Commitments and Contingencies (Note 9)
Stockholders’ Deficit:
Preferred stock, par value $0.0001		400			-		-				400
Common stock, par value $0.0001		33,358			-		-				33,358
Additional paid-in capital		6,349,824			-		-				6,349,824
Accumulated other comprehensive income		(8,933	)		-		-				(8,933	)
Accumulated deficit		(3,649,885	)		878,733		(878,733	)	G		(3,649,885	)
Total FDCTech stockholders’ equity (deficit)		2,724,764			878,733		(878,733	)			2,724,764
Noncontrolling interest		2,624,502			1,774,644		1,774,644	)	H		2,624,502
Total liabilities and stockholders’ deficit	$	7,662,734		$	3,484,725	$	(3,484,725	)		$	7,662,734

		January 1, 2023, to June 30, 2023				January 1, 2022, to December 31, 2022
USD: EUR		$	0.9244			$	0.9510

	●	Assets and liabilities at the rate of exchange in effect at the balance sheet date
	●	Equities at the historical rate
	●	Revenue and expense items at the average rate of exchange prevailing during the period

Description	Fair value, $
Cash and cash equivalents (1)		24,510
Financial assets at fair value through profit and loss (2)		741,231
Receivables (3)		2,715,888
Fixed assets (4)		3,096
- Current liabilities (5)		(482,022	)
- Deferred tax liabilities (6)		(349,326	)
Net assets (A)		2,653,377
Purchase Price 50.10% (B)		350,000
Noncontrolling interest (C), 49.90%		1,324,035
FDCTech gain on bargain purchase (A) – (B) – (C)		979,342

	(1)	We recognize cash and cash equivalents held by Alchemy (Malta) and deposits in bank accounts that can be accessed on demand or within 90 days. They are included in our cash and cash equivalents in the consolidated balance sheet as of June 30, 2023. We hold client funds held by Alchemy (Malta) in the normal course of business in a fiduciary capacity; we do not include such funds in these financial statements.

	(2)	Financial assets at fair values (or other current assets) for Alchemy (Malta) through profit and loss are derivative contracts in favor of Alchemy (Malta). They are included in our other current assets in the consolidated balance sheet as of June 30, 2023. We determine financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize Alchemy (Malta) ‘s derivative financial instruments as level 2.

	(3)	Alchemy (Malta) ‘s receivables mostly consist of amounts due from previous shareholders of New Star and are included in our accounts receivable in the consolidated balance sheet as of June 30, 2023.

	(4)	All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of June 30, 2023. Historical cost includes expenditures directly attributable to the acquisition of the items. We calculate depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.

	(5)	We recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of June 30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized, or the deferred tax liability is settled.

	A.	As the acquisition date and historical reporting date are June 30, 2023, we have credited $24,510 as cash since FDCTech’s balance sheet already includes Alchemy’s (Malta) cash.

	B.	As the acquisition date and historical reporting date are June 30, 2023, we have credited $2,715,888 as accounts receivable since FDCTech’s balance sheet already includes Alchemy’s (Malta) receivable.

	C.	As the acquisition date and historical reporting date are June 30, 2023, we have credited $741,231 as other current assets (Financial assets at fair value through profit and loss) since FDCTech’s balance sheet already includes Alchemy’s (Malta) other current assets.

	D.	As the acquisition date and historical reporting date are June 30, 2023, we have credited $3,096 as fixed assets since FDCTech’s balance sheet already includes Alchemy’s (Malta) fixed assets.

	E.	As the acquisition date and historical reporting date are June 30, 2023, we have debited $482,022 as other current liabilities since FDCTech’s balance sheet already includes Alchemy’s (Malta) other current liabilities.

	F.	As the acquisition date and historical reporting date are June 30, 2023, we have debited $349,326 as deferred tax liabilities since FDCTech’s balance sheet already includes Alchemy’s (Malta) deferred tax liabilities.

	G.	As the acquisition date and historical reporting date are June 30, 2023, we have eliminated $878,733 Alchemy’s (Malta) retained earnings.

	H.	As the acquisition date and historical reporting date are June 30, 2023, we have eliminated $1,774,644 Alchemy’s (Malta) paid-in-capital.

	I.	In an inter-company transaction, we have debited $90,000 as technology revenue from revenues received from Alchemy (Malta) during the six months ended June 30, 2023.

	J.	In an inter-company transaction, we have credited $90,000 as technology support expenses paid to FDCTech by Alchemy (Malta) during the six months ended June 30, 2023.

	K.	As the acquisition date and historical reporting date are June 30, 2023, we have eliminated the gain on purchase recorded due to the difference (bargain purchase) between the book value of Alchemy (Malta) and the purchase price.

	FDCTech			Alchemy (Malta)		Total			Proforma Adjustments (Note 3)	Proforma Combined
	(USD)			(USD)		(USD)				(USD)
Revenues
Technology & software	$	474,565		$	-		(90,000	)	I		384,565
Wealth management		2,836,271			-		-				2,836,271
Trading		-			1,621,345		-				1,621,345
Total revenue		3,310,836			1,621,345		(90,000	)			4,842,181
Cost of sales
Technology & software		22,503			-		-				22,503
Wealth management		2,549,135			-		-				2,549,135
Total cost of sales		2,571,638			-		-				2,571,638
Gross Profit		739,198			1,621,345		(90,000	)			2,270,543
Operating expenses:
General and administrative		979,709			1,537,367		(90,000	)	J		2,427,076
Sales and marketing		41,823			-		-				41,823
Total operating expenses		1,021,532			1,537,367		(90,000	)			2,468,899
Operating loss		(282,334	)		83,978		-				(198,356	)
Other income (expense):
Gain on purchase		979,342			-		(979,342	)	K		-
Other interest expense		(10,852	)		-		-				(10,852	)
Other income (expense)		(988	)		-		-				(988	)
Total other expense		967,502			-		(979,342	)			(11,840	)
Income (loss) before provision for income taxes		685,168			83,978		(979,342	)			(210,196	)
Provision for income taxes		-			-		-				-
Net loss	$	685,168		$	83,978		(979,342	)			(210,196	)
Less: Net income attributable to noncontrolling interest		(43,525	)		-		-				(43,525	)
Net income attributable to FDCTech’s shareholders	$	728,693		$	83,978	$	(979,342	)		$	(166,671	)
Net loss per common share, basic and diluted	$	(0.01	)	$	-						(0.00	)
Weighted average number of common shares outstanding basic and diluted		316,587,950			-		-				316,587,950

	FDCTech			Alchemy (Malta)		Total			Proforma Adjustments (Note 3)	Proforma Combined
	(USD)			(USD)		(USD)				(USD)
Revenues
Technology & software	$	626,000		$	-		(132,000	)	L		626,000
Wealth management		5,827,732			-		-				5,827,732
Trading		-			5,519,388		-				5,387,388
Total revenue		6,453,732			5,519,388		(132,000	)			11,841,120
Cost of sales
Technology & software		159,051			-		-				159,051
Wealth management		5,275,741			-		-				5,275,741
Total cost of sales		5,434,792			-		-				5,434,792
Gross Profit		1,018,940			5,519,388		(132,000	)			6,406,328
Operating expenses:
General and administrative		1,679,121			5,193,843		(132,000	)	M		6,740,964
Sales and marketing		382,864			-		-				382,864
Total operating expenses		2,061,985			5,193,843		(132,000	)			7,123,828
Operating loss		(1,043,045	)		325,545		-				(717,500	)
Other income (expense):
Other interest expense		(61,533	)		-		-				(61,533	)
Other income (expense)		204			-		-				(988	)
Total other expense		(61,329	)		-		-				(61,329	)
Income (loss) before provision for income taxes		(1,104,374	)		325,545		-				(778,829	)
Provision for income taxes		-			-		-				-
Net loss	$	(1,104,374	)	$	325,545		-				(778,829	)
Less: Net income attributable to noncontrolling interest		(1,360	)		-		-				(1,360	)
Net income attributable to FDCTech’s shareholders	$	(1,103,014	)	$	325,545	$	-			$	(777,469	)
Net loss per common share, basic and diluted	$	(0.01	)	$	-						(0.00	)
Weighted average number of common shares outstanding basic and diluted		158,048,019			-		-				158,048,019