Fdctech, Inc 10-K for FY2023

Fdctech, Inc. (FDCT)

10-K 2024-10-15 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Fdctech, Inc filed this 10-K on October 15, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $12.75M; up 97.6% from $6.45M a year earlier
Net income: $1.57M; compared with a net loss of $1.07M a year earlier
Diluted EPS: $0.00; compared with -$0.01 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		OTC Markets

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	10
ITEM 1 B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2	OPERATING LEASES	10
ITEM 3	LEGAL PROCEEDINGS	11
ITEM 4	MINE SAFETY DISCLOSURES	11
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6.	SELECTED FINANCIAL DATA	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 9A.	CONTROLS AND PROCEDURES	25
ITEM 9B.	OTHER INFORMATION	26
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	27
ITEM 11.	EXECUTIVE COMPENSATION	31
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	34
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	35
PART IV.
ITEM 15.	FINANCIAL STATEMENT SCHEDULES	37
ITEM 16.	EXHIBITS	37
	SIGNATURES	38

	●	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
2023	$	0.024	$	0.0074	$	0.0157	$	0.011	$	0.014	$	0.007	$	0.046	$	0.006
2022	$	0.078	$	0.030	$	0.068	$	0.028	$	0.060	$	0.012	$	0.018	$	0.008

	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.	To authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50, to be determined by the Board of Directors, and
	3.	To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

	●	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 - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions.

	Fiscal year ended December 31, 2023 (Audited)			Fiscal year ended December 31, 2022 (Audited)
Revenue, $		1,811,423			626,600
Cost of sales, $		22,503			159,051
Gross Profit (loss), $		1,788,920			466,949
Gross Margins		98.76	%		74.59	%

	Fiscal year ended December 31, 2023 (Audited)			Fiscal year ended December 31, 2022 (Audited)
Revenue, $		5,016,053			-
Cost of sales, $		1,146,029			-
Gross Profit (loss), $		6,507,042			-
Gross Margins		77.15	%		-

	Fiscal year ended December 31, 2023 (Audited)		Fiscal year ended December 31, 2022 (Audited)
Technology & Software Development	$	1,811,423	$	5,827,731
Wealth Management		5,927,424		626,600
Trading Revenue		5,016,053		-
Total, $		12,754,900		6,453,731

Name	Age	Position
Mitch Eaglstein	40	President/CEO/Director
Imran Firoz	51	CFO/Secretary/Director
Brian Platt	44	CTO
Jonathan Baumgart	40	Director
Gope S. Kundnani	66	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⁾		2023		180,000		-0-		-0-		-0-		-0-		-0-		-0-		180,000
		2022		144,000		-0-		83,000		-0-		-0-		-0-		-0-		227,000
Imran Firoz, CFO ⁽²⁾		2023		180,000		-0-		-0-		-0-		-0-		-0-		-0-		180,000
		2022		144,000		-0-		83,000		-0-		-0-		-0-		-0-		227,000
Brian Platt, CTO ⁽³⁾		2023		15,000		-0-		-0-		-0-		-0-		-0-		-0-		15,000
		2022		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		7.92	%
Imran Firoz	Common		24,310,000		6.26	%
Brian Platt	Common		500,000		*	%
Jonathan Baumgart	Common		645,000		*	%
Gope S. Kundnani ⁽²⁾	Common		200,000,000		51.47	%
FRH Group Corporation ⁽³⁾	Common		26,372,413		6.79	%
Officers and Directors as a group (4 persons)	Common		255,178,105		66.07	%

Name and Address⁽¹⁾	Title of Class ⁽⁴⁾	Number of Shares Beneficially Owned		Percent of Class
Mitch Eaglstein	Series A Preferred		1,500,000		23.07	%
Gope S. Kundnani ⁽⁵⁾	Series A Preferred		4,000,000		61.53	%
Felix R. Hong ⁽³⁾	Series A Preferred		1,000,000		15.38	%
Officers and Directors as a group (2 persons)	Series A Preferred		6,500,000		84.60	%

	Title of each class
	Common Stock, par value $0.0001

	Pages

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

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022	F-3

Consolidated Statements of Operations for the fiscal year ending December 31, 2023 and December 31, 2022	F-4

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023 and December 31, 2022	F-5

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2023 and December 31, 2022	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

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

	FDCTECH, INC.

Date: October 15, 2024	/s/ Mitchell Eaglstein
	Mitchell Eaglstein, President and CEO (Principal Executive Officer)

SIGNATURE	TITLE	DATE

/s/ Mitchell Eaglstein	President, Chief Executive Officer (Principal	October 15, 2024
Mitchell Eaglstein	Executive Officer)

/s/ Imran Firoz	Chief Financial Officer (Principal Financial and	October 15, 2024
Imran Firoz	Accounting Officer)

	December 31, 2023			December 31, 2022
Assets
Current assets:
Cash	$	31,316,461		$	264,829
Accounts receivable, net of allowance for doubtful accounts of $175,640 and $121,987, respectively		1,029,000			65,583
Prepaid expenses – current		403,191			226,594
Subscription receivable		8,200,000			200,000
Loan receivable		-			9,219
OID promissory note		-			55,000
Total Current assets		40,948,652			821,225
Capitalized software, net		1,087,543			761,642
Investment through subsidiary		36,062			36,062
Accrued income		1,035,619			-
Acquired intangible assets		1,305,493			1,293,255
Related party guarantee		1,353,170			-
Tax receivable		177,206			-
Fair value of trading positions for the firm, profit		1,396,066			-
Right of use (lease)		39,683			-
Fixed assets, net		163,572			4,034
Total assets	$	47,543,066		$	2,916,218
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	179,979		$	53,229
Line of credit		60,742			47,369
Accrued expenses, related party		534,500			429,500
Promissory note		-			550,000
Business acquisition loan		350,000			-
Cares act- paycheck protection program advance		20,652			40,139
Related party advances		793,339			5,988
Customer funds		30,220,270			-
Fair value of trading positions for the firm, loss		520,808			-
Operating lease liability, current		36,419			-
Other current liabilities		770,984			40,269
Total Current liabilities		33,487,693			1,166,494
Deferred tax liabilities		846,581			-
SBA loan – non-current		122,689			131,194
Operating lease liability, non-current		3,264			-
Accrued interest – non-current		33,062			14,703
Total liabilities		34,493,289			1,312,391
Commitments and Contingencies (Note 9)		-			-
Stockholders’ Deficit:
Preferred stock, par value $0.0001, 10,000,000 shares authorized, 6,500,000 and 4,000,000 issued and outstanding, as of December 31, 2023, and December 31, 2022		650			400
Series B Preferred stock, par value $0.0001, 3,500,000 shares authorized, 1,800,000 and 0 issued and outstanding, as of December 31, 2023 and December 31, 2022		180			-
Preferred stock, value		180			-
Common stock, par value $0.0001, 500,000,000 shares authorized; 388,584,729 and 211,275,550 shares issued and outstanding, as of December 31, 2023 and December 31, 2022		38,858			21,127
Additional paid-in capital		15,389,569			5,725,530
Accumulated other comprehensive income		225,228			17,544
Accumulated deficit		(2,643,647	)		(4,216,823	)
Total FDCTech, Inc. stockholders’ equity (deficit)		13,010,838			1,547,778
Noncontrolling interest		38,939			56,049
Total liabilities and stockholders’ deficit	$	47,543,066		$	2,916,218


	Year Ended
	December 31, 2023			December 31, 2022
Revenues
Technology & software		1,811,423			626,600
Wealth management		5,927,424			5,827,731
Trading revenue		5,016,053			-
Total revenue	$	12,754,900		$	6,453,731
Cost of sales
Technology & software		22,503			159,051
Wealth management		5,338,510			5,275,741
Trading revenue		1,146,029			-
Total cost of sales		6,507,042			5,434,792
Gross Profit	$	6,247,858			1,018,939
Operating expenses:
General and administrative		2,943,913			1,623,031
Sales and marketing		1,512,790			382,864
Depreciation		213,910			3,894
Total operating expenses		4,670,613			2,009,789
Operating loss		1,577,245			(990,850	)
Other income (expense):
Other interest expense		(6,848	)		(72,644	)
Other income (expense)		(2,570	)		(7,615	)
Total other income (expense)		(9,418	)		(80,259	)
Income (loss) before provision for income taxes		1,567,827			(1,071,109	)
Provision for income taxes		-			-
Net income (loss)	$	1,567,827		$	(1,071,109	)
Net loss per common share, basic and diluted	$	0.00		$	(0.01	)
Weighted average number of common shares outstanding basic and diluted		329,492,915			158,048,019
Other comprehensive income (loss):
Change in foreign currency translation	$	207,684		$	18,250
Total other comprehensive income (loss)		207,684			18,250
Total comprehensive income (loss)		1,775,511			(1,052,859	)
Comprehensive income (loss) attributable to noncontrolling interests		17,972			10,785
Comprehensive income (loss) attributable to FDCTech stockholders	$	1,757,539		$	(1,063,644	)

	Shares		Amount		Shares		Amount		Capital				Deficit		Deficit
	Preferred stock				Common stock				Additional Paid-in				Accumulated other comprehensive		Accumulated				Total
	Shares		Amount		Shares		Amount		Capital				income (loss)		Deficit				Stockholders’ Deficit
Fiscal year ended December 31, 2022
Balance, December 31, 2021		4,000,000	$	400		141,811,264	$	14,181	$	4,841,545		$	(706	)	$	(3,147,556	)	$	1,707,864

Common shares issued for cash valued at $0.0625 per share		-		-		500,000		50		31,200			-			-			31,250
Common shares issued for services valued at $0.0625 per share		-		-		1,500,000		150		93,600			-			-			93,750
Common shares issued for cash valued at $0.05 per share		-		-		500,000		50		24,950			-			-			25,000
Common shares issued for cash valued at $0.0408 per share		-		-		500,000		50		20,335			-			-			20,385
Common shares issued for financing cost valued at $0.0323 per share		-		-		2,214,286		221		71,300			-			-			71,521
Common shares issued for cash valued at $0.0356 per share		-		-		500,000		50		17,750			-			-			17,800
Common shares issued for cash valued at $0.0395 per share		-		-		500,000		50		19,700			-			-			19,750
Common shares issued for services valued at $0.0379 per share		-		-		250,000		25		9,450			-			-			9,475
Forex gain (loss) on consolidation		-		-		-		-		-			18,250			-			18,250
Common shares issued for cash valued at $0.010 per share		-		-		30,000,000		3,000		297,000			-			-			300,000
Common shares issued for services valued at $0.012 per share		-		-		5,000,000		500		59,500			-			-			60,000
Common shares issued for services valued at $0.0083 per share		-		-		20,000,000		2,000		164,000			-			-			166,000
Common shares issued for services valued at $0.0095 per share		-		-		8,000,000		800		75,200			-			-			76,000
Net loss		-		-		-				-			-			(1,069,267	)		(1,069,267	)
Balance, December 31, 2022		4,000,000	$	400		211,275,550	$	21,127	$	5,725,530		$	17,544		$	(4,216,823	)	$	1,547,778
Fiscal year ended December 31, 2023
Balance, December 31, 2022		4,000,000	$	400		211,275,550	$	21,127	$	5,725,530		$	17,544		$	(4,216,823	)	$	1,547,778
Balance		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 shares issued for cash valued at $1.00 per share		2,500,000		250		-		-		2,499,750			-			-			2,500,000
Series B Preferred shares 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

	●	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.


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⁾
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 Shares 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, 2023
USD: AUD	$	1.4680
USD:EUR	$	0.9155
USD: GBP	$	0.7895

		Q1 2023				Q2 2023				Q3 2023				Q4 2023
USD: AUD		$	1.4622				1.4965				1.5289				1.5356

		12/31/23
USD: GBP	$		0.7972
Foreign currency exchange rate, translation	$		0.7972

	●	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

1.	To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan, the “Corporate Action”), and

2.	To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”)

Accumulated Comprehensive Income:	Cumulative Foreign Currency Translation
Balance as of December 31, 2021	$	(706	)
Other comprehensive income (loss) attributed to ADS		18,250
Total other comprehensive income (loss)		18,250
Balance as of December 31, 2022		17,544
Other comprehensive income (loss), attributed to ADS		25,761
Other comprehensive income (loss), attributed to AML		208,618
Other comprehensive income (loss), attributed to APL		(26,695	)
Total other comprehensive income (loss)		207,684
Balance as of December 31, 2023	$	225,228