Fdctech, Inc 10-K for FY2024

Fdctech, Inc. (FDCT)

10-K 2025-03-31 For: 2024-12-31

Added on April 06, 2026

About this 10-K

Fdctech, Inc filed this 10-K on March 31, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $26.94M; up 111.2% from $12.75M a year earlier
Net income: $80.03K; down 94.9% from net income of $1.57M a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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delaware		81-1265459
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Spectrum Center Drive, Suite 300, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

PART I.
ITEM 1	BUSINESS	4
ITEM 1 A.	RISK FACTORS	8
ITEM 1 B.	UNRESOLVED STAFF COMMENTS	8
ITEM 1 C.	CYBERSECURITY	9
ITEM 2	OPERATING LEASES	9
ITEM 3	LEGAL PROCEEDINGS	10
ITEM 4	MINE SAFETY DISCLOSURES	10
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	11
ITEM 6.	SELECTED FINANCIAL DATA	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	23
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
ITEM 9A.	CONTROLS AND PROCEDURES	23
ITEM 9B.	OTHER INFORMATION	23
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	24
ITEM 11.	EXECUTIVE COMPENSATION	26
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	30
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	30
PART IV.
ITEM 15.	FINANCIAL STATEMENT SCHEDULES	32
ITEM 16.	EXHIBITS	32
	SIGNATURES	33

	●	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.

	●	Technology Solutions – The Company licenses its proprietary and sometimes resells third-party technologies to customers. Our proprietary technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform, and other digital assets-related solutions.

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

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

Fiscal	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	High		Low		High		Low		High		Low		High		Low
2024	$	0.035	$	0.0106	$	0.0274	$	0.001	$	0.014	$	0.000	$	0.010	$	0.000
2023	$	0.024	$	0.0074	$	0.0157	$	0.011	$	0.014	$	0.007	$	0.046	$	0.006

	1.	To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”),

	2.	Authorize our Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding common stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board.

	3.	To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

	Fiscal year ending December 31, 2024 (Audited)			Fiscal year ended December 31, 2023* (Audited)
Revenue, $		18,803,184			5,016,053
Cost of sales, $		8,802,990			1,146,029
Gross Profit (loss), $		10,000,194			6,507,042
Gross Margins		53.18	%		77.15	%

	Fiscal year ending December 31, 2024 (Audited)			Fiscal year ending December 31, 2023 (Audited)
Technology & Software Development	$	1,642,130		$	1,811,423
Wealth Management		6,498,404			5,927,424
Investment and Brokerage*		18,803,184			5,016,053
Total, $		26,943,718			12,754,900

	Fiscal year ending December 31, 2024 (Audited)			Fiscal year ending December 31, 2023 (Audited)
Technology & Software Development		6.09	%		14.20	%
Wealth Management		24.127	%		46.47	%
Investment and Brokerage*		69.79	%		39.33	%
Total		100.00	%		100.00	%

	●	Operating Cash Flow: The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue growth.

	●	Capital Expenditures: Investment in proprietary trading platforms and software development remains a priority.

	●	Financing Activities: FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its expansion. Future capital-raising efforts may be necessary to fund acquisitions and market expansion.

Name	Age	Position
Mitch Eaglstein	41	President/CEO/Director
Imran Firoz	52	CFO/Secretary/Director
Brian Platt	45	CTO
Jonathan Baumgart	41	Director
Gope S. Kundnani	67	Director

						Stock		Option		Non-Equity Incentive Plan		Nonqualified Deferred		All Other
Name and Principal Position	Year	Salary ⁽³⁾ ($)		Bonus ($)		Awards ($)		Awards ($)		Compensation ($)		Compensation ($)		Compensation ($)		Total ($)
Mitch Eaglstein, CEO ⁽¹⁾	2024		180,000		-0-		211,500		-0-		-0-		-0-		-0-		391,500
	2023		180,000		-0-		-0-		-0-		-0-		-0-		-0-		180,000
Imran Firoz, CFO ⁽²⁾	2024		180,000		-0-		211,500		-0-		-0-		-0-		-0-		391,500
	2023		180,000		-0-				-0-		-0-		-0-		-0-		180,000
Brian Platt, CTO ⁽³⁾	2024		60,000		-0-		-0-		-0-		-0-		-0-		-0-		60,000
	2023		60,000		-0-		-0-		-0-		-0-		-0-		-0-		60,000

Name and Address⁽¹⁾	Title of Class	Number of Shares Beneficially Owned		Percent of Class
Mitch Eaglstein	Common		30,768,105		7.88	%
Imran Firoz	Common		24,310,000		6.22	%
Brian Platt	Common		1,000,000		*	%
Jonathan Baumgart	Common		645,000		*	%
Gope S. Kundnani ⁽²⁾	Common		200,000,000		51.21	%
FRH Group Corporation ⁽³⁾	Common		26,372,413		6.75	%
Officers and Directors as a group (4 persons)	Common		255,178,105		65.60	%

Name and Address⁽¹⁾	Title of Class ⁽⁴⁾	Number of Shares Beneficially Owned		Percent of Class
Mitch Eaglstein	Series A Preferred		500,000		11.11	%
Gope S. Kundnani ⁽⁵⁾	Series A Preferred		4,000,000		88.89	%
Officers and Directors as a group (2 persons)	Series A Preferred		4,500,000		100.00	%

	Title of each class
	Common Stock, par value $0.0001

Name and Address⁽¹⁾	Title of Class ⁽⁶⁾	Number of Shares Beneficially Owned		Percent of Class
Alchemy Prime Holdings Ltd.	Series B Preferred		1,800,000		76.21	%
Gope S. Kundnani	Series B Preferred		191,844		6.35	%
Mitchell M. Eaglstein	Series B Preferred		150,000		6.35	%
Imran Firoz	Series B Preferred		150,000		6.35	%
FRH Group	Series B Preferred		50,000		2.12	%
William B. Barnett	Series B Preferred		10,000		0.42	%
Susan E. Eaglstein	Series B Preferred		10,000		0.42	%
Officers and Directors as a group (3 persons)	Series B Preferred		2,291,844		97.04	%

	Pages

Report of Independent Registered Public Accounting Firm (PCAOB: ID 5968)	F-2

Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023	F-3

Consolidated Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023	F-4

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and December 31, 2023	F-5

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023	F-6

Notes to the Consolidated Financial Statements	F-7

Exhibit		Item

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

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101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase

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

		FDCTECH, INC.

Date:	March 31, 2025	/s/ Mitchell Eaglstein
		Mitchell Eaglstein, President and CEO (Principal Executive Officer)

SIGNATURE	TITLE	DATE

/s/ Mitchell Eaglstein	President, Chief Executive Officer (Principal Executive Officer)	March 31, 2025
Mitchell Eaglstein

/s/ Imran Firoz	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2025
Imran Firoz

	December 31, 2024			December 31, 2023
Assets
Current assets:
Cash	$	24,781,389		$	31,316,461
Accounts receivable, net of allowance for doubtful accounts of $22,382 and $175,640, respectively		25,000			1,029,000
Prepaid expenses – current		156,335			403,191
Subscription receivable		8,200,000			8,200,000
Loan receivable		2,414,825			-
Total Current assets		35,577,549			40,948,652
Capitalized software, net		1,163,309			1,087,543
Investment through subsidiary		36,062			36,062
Accrued income		2,073,193			1,035,619
Acquired intangible assets		1,317,108			1,305,493
Related party guarantee		-			1,353,170
Tax receivable		167,907			177,206
Fair value of trading positions for the firm, profit		607,157			1,396,066
Right of use (lease)		711,928			39,683
Fixed assets, net		185,195			163,572
Total assets	$	41,839,408		$	47,543,066
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	229,316		$	179,979
Line of credit		115,337			60,742
Accrued expenses, related party		519,500			534,500
Business acquisition loan		350,000			350,000
Cares act- paycheck protection program advance		5,661			20,652
Related party advances		1,011,388			793,339
Customer funds		18,600,990			30,220,270
Fair value of trading positions for the firm, loss		-			520,808
Operating lease liability, current		319,656			36,419
Other current liabilities		5,328,110			770,984
Total Current liabilities		26,479,958			33,487,693
Deferred tax liabilities		333,418			846,581
SBA loan – non-current		114,184			122,689
Operating lease liability, non-current		392,272			3,264
Accrued interest – non-current		70,493			33,062
Total liabilities		27,390,325			34,493,289
Commitments and Contingencies (Note 9)		-			-
Stockholders’ Deficit:
Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,500,000 and 6,500,000 issued and outstanding, as of December 31, 2024, and December 31, 2023		450			650
Series B Preferred Stock, par value $0.0001, 3,500,000 shares authorized, 2,361,844 and 1,800,000 issued and outstanding, as of December 31, 2024, and December 31, 2023		236			180
Preferred Stock, value		236			180
Common stock, par value $0.0001, 500,000,000 shares authorized; 390,584,729 and 388,584,729 shares issued and outstanding, as of December 31, 2024, and December 31, 2023		39,058			38,858
Additional paid-in capital, Common Series A, Series B		17,009,409			15,389,569
Accumulated other comprehensive income		(53,270	)		225,228
Accumulated deficit		(2,563,620	)		(2,643,647	)
Total FDCTech, Inc. stockholders’ equity (deficit)		14,432,263			13,010,838
Noncontrolling interest		16,820			38,939
Total liabilities and stockholders’ equity (deficit)	$	41,839,408		$	47,543,066


	Year Ended
	December 31, 2024			December 31, 2023
Revenues
Technology & software		1,642,130			1,811,423
Wealth management		6,498,404			5,927,424
Investment and Brokerage		18,803,184			5,016,053
Total revenue	$	26,943,718		$	12,754,900
Cost of sales
Technology & software		173,708			22,503
Wealth management		5,925,652			5,338,510
Investment and Brokerage		8,802,990			1,146,029
Total cost of sales		14,902,350			6,507,042
Gross Profit	$	12,041,368			6,247,858
Operating expenses:
General and administrative		11,191,357			2,943,913
Sales and marketing		1,466,616			1,512,790
Depreciation		186,350			213,910
Total operating expenses		12,844,323			4,670,613
Operating loss		(802,955	)		1,577,245	)
Other income (expense):
Other interest expense		(638,483	)		(6,848	)
Other income (expense)		1,510,507			(2,570	)
Total other income (expense)		872,024			(9,418	)
Income (loss) before provision for income taxes		69,069			1,567,827
Provision for income taxes		-			-
Net income (loss)	$	69,069		$	1,567,827
Less: Net (income) loss attributable to noncontrolling interest		(10,958	)		(5,349	)
Net income attributable to FDCTech’s shareholders		80,027			1,573,176
Net loss per common share, basic and diluted	$	0.00		$	0.00
Weighted average number of common shares outstanding basic and diluted		389,877,880			329,492,915
Other comprehensive income (loss):
Change in foreign currency translation	$	53,270		$	207,684
Total other comprehensive income (loss)		53,270			207,684
Total comprehensive income (loss)		122,339			1,775,511
Comprehensive income (loss) attributable to noncontrolling interests		(43,178	)		17,972
Comprehensive income (loss) attributable to FDCTech stockholders	$	165,517		$	1,757,539


	Preferred stock						Common stock				Additional Paid-in			Accumulated other comprehensive			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			income (loss)			Deficit			Deficit
Balance, December 31, 2022		4,000,000		$	400			211,275,550	$	21,127	$	5,725,530		$	17,544		$	(4,216,823	)	$	1,547,778
Common shares issued for financing cost at $0.0114 per share		-			-			5,309,179		531.0		59,994			-			-			60,525
Common shares issued for cash valued at $0.0048 per share		-			-			115,000,000		11,500		538,500			-			-			550,000
Common shares issued for services at $0.013 per share		-			-			2,000,000		200		25,800			-			-			26,000
Common shares issued for cash valued at $0.11 per share		-			-			50,000,000		5,000		5,495,000			-			-			5,500,000
Common shares issued for warrant settlement valued at $0.018 per share		-			-			5,000,000		500		89,500			-			-			90,000
Series A Preferred Stock issued for cash valued at $1.00 per share		2,500,000			250			-		-		2,499,750			-			-			2,500,000
Series B Preferred Stock issued for acquisition valued at $1.41 per share		1,800,000			180			-		-		2,537,820			-			-			2,538,000
Changes in APIC due to acquisition of APL & AML		-			-			-		-		(1,582,325	)					-			1,510,906
Intercompany guarantee		-			-			-		-		-			-			-			-
Forex gain (loss) on consolidation		-			-			-		-		-			207,684			-			207,684
Net loss		-			-			-		-		-			-			1,573,176			1,573,176
Balance, December 31, 2023		8,300,000		$	830			388,584,729	$	38,858	$	15,389,569		$	225,228		$	(2,643,647	)	$	13,010,838
Balance		8,300,000		$	830			388,584,729	$	38,858	$	15,389,569		$	225,228		$	(2,643,647	)	$	13,010,838
Series A Preferred canceled		(2,000,000	)		(200	)		-		-		-			-			-			(200	)
Series B issuances at $1.41 per share		561,844			56			-				792,144			-			-			792,200
Common stock issued for cash valued at $0.0144		-			-			2,000,000		200		19,800			-			-			20,000
Common stock issued for cash valued		-			-			2,000,000		200		19,800			-			-			20,000
Increase in APIC due to shares issued at a discount		-			-			-		-		8,900			-			-			8,900
Change in APIC due to common control		-			-			-		-		798,996			-			-			798,996
FX gain (loss)		-			-			-		-		-			(278,498	)		-			(278,498	)
Net income (loss)		-			-			-		-		-			-			80,027			80,027
Balance, December 31, 2024		6,861,844		$	686			390,584,729	$	39,058	$	17,009,409		$	(53,270	)	$	(2,563,620	)	$	14,432,263
Balance		6,861,844		$	686			390,584,729	$	39,058	$	17,009,409		$	(53,270	)	$	(2,563,620	)	$	14,432,263

	●	Identify the contract or contracts and subsequent amendments with the customer.
	●	Identify all the performance obligations in the contract and subsequent amendments.
	●	Determine the transaction price for completing performance obligations.
	●	Allocate the transaction price to the performance obligations in the contract.
	●	Recognize the revenue when, or as, the Company satisfies a performance obligation.

Performance Obligation	Types of Deliverables	When Performance Obligation is Typically Satisfied
Consulting Services	Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity solutions and lead generations.	The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

Technology Services	Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Digital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions.	The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee.

Software Development	Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract.	The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract.

	●	Providing ongoing financial advisory services,
	●	Preparing statements of advice,
	●	Executing portfolio rebalancing,
	●	Facilitating the purchase of insurance products, and
	●	Offering other specialized financial and estate planning services.

	Net Financial Assets (Book Value)					Purchase %			Purchase Price ($)		Type of Shares		Price per Shares		# of Shares
	Local Currency		USD ($)
Shares of
APL	£	1,118,035		1,362,594	⁽¹⁾		100.00	%	$	1,362,594		Series B	$	1.41		966,379
AML	€	2,255,556		2,351,192	⁽²⁾		49.90	%	$	1,175,406		Series B	$	1.41		833,621
Total									$	2,538,000						1,800,000

Description	Book Value, $
Assets:
Cash and cash equivalents ⁽¹⁾		3,215,638
Prepaid		5,277
Financial Assets through profit and less ⁽²⁾		1,070,795
Related party guarantee ⁽³⁾		1,340,432
Accrued income		1,545,557
Tax receivable ⁽⁴⁾		175,538
Capitalized software, net		295,391
Fixed assets ⁽⁵⁾		2,391
Total assets:	$	7,651,019
Liabilities:
Accounts Payable ⁽⁶⁾		173,060
Financial liability at fair value through profit and loss ⁽⁷⁾		515,906
Current liabilities - Creditors ⁽¹¹⁾
Related party advances
Customer funds⁽⁸⁾		2,773,824
Deferred tax liabilities⁽⁹⁾		348,570
Total liabilities	$	3,811,360
Net assets, (A)		3,839,660
Accumulated other comprehensive income (loss), (B)		53,605
Purchase Price, 833,621 Series B Preferred Stock valued at $1.41, (C)		1,175,406
Increase in APIC (A) – (B) – (C)	$	2,610,648

⁽³⁾		Guarantee provided by Alchemy BVI as a parent to AML for any shortfall in the net capital.

⁽⁴⁾		Estimated overpaid tax to Commissioner Tax Revenue, Malta.

⁽⁵⁾		All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives.

⁽⁶⁾		Trade and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

⁽⁷⁾		Financial liabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2.

⁽⁸⁾		Customer net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities.

⁽⁹⁾		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 November 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.

⁽¹⁰⁾		Short-term borrowings are primarily composed of lines of credit and short-term loans from financial institutions.

	December 31, 2024		December 31, 2023
USD: AUD	$	1.6168		1.4680
USD: EUR	$	0.9662		0.9155
USD: GBP	$	0.7990		0.7895

	Q1 2024		Q2 2024		Q3 2024		Q4 2024
USD: AUD	$	1.5208		1.4965		1.4839		1.5137
USD: EUR	$	0.9210		0.9289		0.9095		0.9379
USD: GBP	$	0.7885		0.7926		0.7687		0.7809
Foreign currency exchange rate, translation	$	0.7885		0.7926		0.7687		0.7809

	●	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

Level I		Level 2		Level 3
Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available.		Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income.		Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast.

Date of Note:	2/22/2016			5/16/2016			11/17/2016			4/24/2017
Original Amount of Note:	$	100,000		$	400,000		$	250,000		$	250,000
Outstanding Principal Balance:	$	-		$	-		$	-		$	-
Conversion Date ⁽¹⁾:		02/22/2021			02/22/2021			02/22/2021			02/22/2021
Interest Rate:		6	%		6	%		6	%		6	%
Date to which interest has been paid:		Accrued			Accrued			Accrued			Accrued
Conversion Rate on February 22, 2021:	$	0.10		$	0.10		$	0.10		$	0.10
Floor Conversion Price:	$	0.05		$	0.05		$	0.05		$	0.05
Number Shares Converted for Original Note:		1,000,000			4,000,000			2,500,000			2,500,000
Number Shares Converted for Interest:		29,117			111,000			61,792			55,000

	i)	the Company shall pay $100,000 to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter Agreement”);

	ii)	the Company shall pay $100,000 to the Purchaser on or before January 26, 2024 (the “Second Repayment”); and

	iii)	the Company shall issue to the Purchaser 5,000,000 restricted shares of the Company’s Common Stock (the “Shares”) on January 2, 2024 (the “Share Issuance”).