(1) Includes of up to 20,000,000 shares of common stock to be sold to White Lion Capital, LLC under the Investment Agreement dated September 10, 2021.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933.

(3) Based on the closing price per share of $0.10 for FDCTech, Inc.’s common stock on September 29, 2021, as reported by the OTC Markets Group.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

The information in this preliminary prospectusProspectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectusProspectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

FDCTECH, INC.

3,000,000 SHARES OF COMMON STOCK AT $0.15 PER SHARE22,670,000 Shares of Common Stock

This prospectusProspectus relates to the offer and saleresale, from time to time, by the selling stockholders identified herein of up to an aggregate of 22,670,000 shares our Common Stock par value $0.0001 per share (the “Shares”) issued or to be issued to such selling shareholders including (i) up to 2,000,000 shares issued to AD Securities America, LLC pursuant to Subscription Agreements dated September 9 and September 16, 2021 and (ii) up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), a maximum of 3,000,000selling stockholder pursuant to a “Purchase Notice right” under an Investment Agreement (the “Investment Agreement”), dated September 10, 2021, that we entered into with White Lion, plus 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement. The Investment Agreement permits us to issue Purchase Notices to White Lion for up to two million dollars ($2,000,000) in shares of our common stock $0.0001 par value (“Common Shares”) by FDCTech, Inc., a Delaware corporation (“we”, “us”, “our”, “FDC”, “Company”until May 01, 2022, or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 180 days. We will pay all expenses incurred in this offering. We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will beuntil $2,000,000 of such shares have been subject to reduced public company reporting requirements.a Purchase Notice.

The offeringselling stockholders may sell all or a portion of the 3,000,000 shares being offered pursuant to this Prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or negotiated prices.

White Lion Capital, LLC is a “best efforts” offering, which meansan underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

The OTC Markets Group OTCQB tier quotes our officers and directors will use their best efforts to sellcommon stock under the common stock. There is no commitment by any person to purchase any shares. The shares will be offered at a fixedsymbol “FDCT.” On September 29, 2021, the closing price of $0.15our common stock was $0.10 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceedsshare.

We will not receive any proceeds from the sale of the shares will be used to fund further development of the business. The Company has not made any arrangements to place funds received from share subscriptions in escrow, trust or similar account. Any funds raised from the offering will be immediately available to the Company for its immediate use.

There is no underwriter participation in the sale of the shares in this offering. The Company’s officers and directors will be solely responsible for selling shares in this offering and no commission will be paid on any sales.

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determinedby the offering priceselling stockholders. However, we will receive proceeds from the sale of $0.15 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective dateshares of the registration statement, we intend to seek a market maker to file an application with the OTCMarkets to have our common stock quoted on the OTCQB. We currently have no market maker who has agreedpursuant to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only asexercise of the datePurchase Notice right offered by White Lion Capital, LLC. We will pay for expenses of this prospectus, regardlessoffering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses and expenses of its legal counsel applicable to the time of delivery of this prospectus or of any sale of our commonits shares.

Our business is subject to many risks and investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading “Risk Factors” beginning on page 6 before investing in our shares of common stock.

⁽¹⁾After deducting estimated expenses of $50,000 payable by the Company.INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” CONTAINED ON PAGE 7 HEREIN AND IN OUR FORM S-1/A (AMENDMENT 7) FILED JULY 26, 2018, AS WELL AS OUR SUBSEQUENTLY FILED PERIODIC AND CURRENT REPORTS, WHICH WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IFPASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectusProspectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectusProspectus is June 25, 2018.October 4, 2021

TABLE OF CONTENTS

Please read this prospectusProspectus carefully. It describes our business, our financial condition, and the results of operations. We have prepared this prospectus so that you willProspectus to have the information necessary to make an informed investment decision.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in order to conform these statements to actual results.

PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our”, “us” or “FDC” refer to Forex Development Corporation unless the context otherwise indicates.

We maintain our web site atwww.forexdevelopment.com. Information on such web site is not considered a part of this prospectus.ABOUT THIS PROSPECTUS

You should rely only on the information contained inwe have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to provide you with information different from the informationthat contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. TheNo dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus regardlessor any sale of whena security.

The selling stockholders are offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the Shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “Commission”), under which the selling stockholders may offer from time to time up to an aggregate of 22,670,000 Shares in one or more offerings. If required, each time the selling stockholders offer Shares, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the section entitled “Incorporation of Certain Information by Reference” before buying any of the securities offered.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares being offered by this prospectus. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the Shares offered by the selling stockholders, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We are subject to the information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, file annual, quarterly and special reports, proxy statements and other information with the Commission. The Commission maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The periodic reports, proxy statements and other information we file with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. We maintain a website at http://www.terratechcorp.com where you may also access these materials free of charge. We have included our website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website is not incorporated into and is not part of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of the prospectus, and you should review that information in order to understand the nature of any investment by you in our common shares. We are incorporating by reference the documents listed below:

All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those made pursuant to Item 2.02 or 7.01 of Form 8-K or other information “furnished” to the Commission) prior to the filing of a post-effective amendment to the registration statement of which this prospectus forms a part which indicates that all securities offered pursuant to this prospectus have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the filing date of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

The documents incorporated by reference into this prospectus are also available on our corporate website at http://www.fdctech.com. Upon written or oral request, we will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or whenall of the reports or documents that have been incorporated by reference into this prospectus contained in the registration statement of which this prospectus forms a part but not delivered with the prospectus. If you would like a copy of any sale of these documents, at no cost, please call us at (877) 445-6047.

CAUTIONARY NOTE AND FORWARD-LOOKING STATEMENTS TO INVESTORS

This Prospectus qualifies the distribution of securities of an entity that may receive significant revenues from the cryptocurrency business in the United States and worldwide. Cryptocurrency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value. It is not legal tender. One may exchange Cryptocurrencies for U.S. dollars or other currencies worldwide, but they are not generally backed or supported by any government or central bank. Supply and demand market forces ultimately derive their value, and they are more volatile than traditional currencies. Federal Deposit Insurance Corporation (FDIC) and Securities Investor Protection Corporation (SIPC) do not cover Cryptocurrencies insurance. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect cryptocurrency use, transfer, exchange, and value. The growth in cryptocurrencies and related products and services has attracted the attention of regulators in various jurisdictions we operate. Regulators may likely impose substantial investor protection and safeguards regarding transparency of information, trading rules, liquidity, capital requirement, custodial services, valuation, and other matters related to the nature of cryptocurrencies. Currently, cryptocurrency markets operate with less investor protection than traditional securities markets, which may correspondingly lead to opportunities for fraud and manipulation. Due to these risk factors, the Company’s ability to earn significant revenues from Cryptocurrency-related products and services may be limited.

In March 2020, the World Health Organization declared a novel coronavirus (COVID-19) outbreak as a pandemic throughout the United States. China started as the center of the COVID-19 epidemic; however, it spread to several other countries, including Russia and Cyprus, where we have our offices. Many countries worldwide, including in the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on our business. These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions. The extent to which the coronavirus impacts our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally could adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation results.

This Prospectus may contain certain “forward-looking” statements as such term is defined by the Securities Exchange Commission in its rules, regulations and releases, which represent the registrant’s expectations or beliefs, including but not limited to, statements concerning the registrant’s operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not historical fact statements may be deemed forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the registrant’s control, and actual results may differ materially depending on a variety of important factors, including uncertainty related to acquisitions, governmental regulation, managing and maintaining growth, the operations of the Company and its subsidiary, volatility of stock price, federal enforcement, and state enforcement, and any other factors discussed in this and other registrant filings with the Securities and Exchange Commission.

The risks and uncertainties and other factors include but are not limited to those set forth under “Risk Factors” of this Prospectus. Given these risks and uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to persons acting on our behalf or to us are expressly qualified in their entirety by these cautionary statements. Except as otherwise required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements or the risk factors described in this Prospectus or in the documents we incorporate by reference, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Prospectus.

Actual events or results may differ materially from those discussed in forward-looking statements due to various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will occur. We caution you not to place undue reliance on these forward-looking statements. In addition to the information expressly required to be included in this Prospectus, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made not misleading.

Except as required by federal securities occurs. laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

See sections entitled “Risk Factors.”

PROSPECTUS SUMMARY

The following summary highlights selectedmaterial information contained in this prospectus.Prospectus. This summary does not include all of the information you should consider before investing in securities. Before making an investment decision, you should read the entire prospectusProspectus carefully, including the “Risk Factors”risk factors section, the financial statements, and the notes to the financial statements. You should also review the other available information referred to in the section entitled “Where You Can Find More Information” in this Prospectus and any amendment or supplement hereto.

CompanyThe Offering

This Prospectus relates to the resale of up to 22,670,000 shares of our Common Stock issued or issuable to selling shareholders including (i) up to 2,000,000 shares issued to AD Securities America, LLC , (ii) up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), r pursuant to a “Purchase Notice Right” under an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement.

The Offering

⁽¹⁾ Includes 2,000,000 shares issued to AD Securities America, LLC pursuant to Subscription Agreements dated September 9 and September 16, 2021, 670,00 shares issued to White Lion, and assumes the purchase and sale of 20,000,000 shares to White Lion pursuant to the Investment Agreement dated September 10, 2021.

Business Overview

The Company was incorporatedintends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary regulatory licenses, and a proven executive team. The Company plans to acquire, integrate, transform, and scale legacy financial service companies. The Company believes that 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.

The Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as Condor FX Trading Platform. The Condor Pro Multi-Asset Trading Platform is a commercial trading platform targeted at day traders and retail investors. The industry characterized such platforms by the ease of use and various 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 further includes risk management (dealing desk, alert system, margin calls, etc.), 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 different markets, such as forex, stocks, commodities, cryptocurrencies, and other financial products.

The Company currently has six (6) licensing agreements for its Condor Pro Multi-Asset Trading Platform. The Company is continuously negotiating additional licensing agreements with several retail forex brokers to use the Condor Pro Multi-Asset Trading Platform. The Company has developed two versions of each Condor forex Pro Web and Mobile Trading Platform.

The Company has upgraded its Condor Back Office (Risk Management) to meet the regulatory requirements under various jurisdictions. Condor Back Office meets the directives under Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities and Market Authority (ESMA) implemented across the European Union on January 21, 2016, as Forex Development Corporation,3, 2018. The Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform, allowing traders to trade on 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 to Condor Back Office.

The Company completed the basic version of its Crypto Web Trader in December 2018. The Company is currently evaluating the demand for its Crypto Web Trader and expects to launch its crypto exchange platform by the third quarter of the fiscal year ended December 31, 2021. The Company is in the process of developing Condor Stocks and an ETF platform. The Company expects to commercialize the Condor Stocks and ETF platform by the end of the fourth quarter of the fiscal year ended December 31, 2021.

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 the laws of State of Delaware. On February 27, 2018,which the Company changed its namewill provide products or services as persuasive evidence of an arrangement. Each agreement is specific to FDCTech, Inc.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 provides an innovativematerial terms of contracts with customers depend on the nature of services and cost-efficient technologysolutions. Each contract is specific to the customer and business solution to OTC Online Brokerage business (“customers”).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.

Company’s products are designedThe Company acts as a technology provider and software developer in the cryptocurrency or digital asset space. We do not mine any digital assets. We do not trade or act as a counterparty in cryptocurrencies. Consequently, the Company does not intend to provideregister as a complete solution for all operating aspects of customer’s businesscustodian with state or federal regulators, including but not limited to trading terminal, back office,obtaining a money service business or money transmitter license with Financial Crimes Enforcement Network (FinCEN) and risk management systems.respective State’s money transmission laws. The Company also provides businessdoes 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. In some cases, customers 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 management consulting which includeis subject to the developmentcybersecurity audits conducted by the New York Department of customers’ B2B sales and marketing divisions. The Company also provides turnkey business solutions to entrepreneurs and other non-broker entities seeking to enter FX and other OTC markets as OTC brokers or prime of prime brokers. The Company takes on customized software development projects specific to meet the needs of its customers.Financial Services.

Financial Summary

The Company’s business solutions allow its customers to run their overall business better, increase trading revenues, cut operating costs,following information represents selected audited financial information for our Company for the years ended December 31, 2020, and enable them to anticipate market challenges using2019 and selected unaudited financial information for our proprietary based processes, state-of-the-art technologies, risk management tools, customized software development, and turnkey prime-of-prime business solution.Company for the six months ended June 30, 2021.

We are a development company in the financial technology sector with limited operations. The Company’sCompany has prepared consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.ordinary business course. The Company has earned $1,930,850 in revenues from January 21, 2016 (inception) to June 30, 2021. At March 31, 2018June 30, 2021, and December 31, 2017,2020, the accumulated deficit was $744,014$1,981,526 and $638,717$1,493,984, respectively.

On June 30, 2021, and December 31, 2020, the working capital surplus and deficit were $502,371 and $1,504,678. Our cash balance is $2,514 as of June 30, 2021. We do not believe that our cash balance is sufficient to fund our operations.

For the three months ended March 31, 2018June 30, 2021, and 2017,2020, the Company realizedearned $82,725 and $46,500 in revenues, of $103,506respectively. For the six months ended June 30, 2021, and $95,4552020, the Company earned $147,078 and $130,407 in revenues, respectively. ForDuring the three months ended March 31, 2018, revenues generated from top three customers accounted for 25.25%, 24.64%,June 30, 2021, and 21.25% respectively, collectively represented approximately 71.14%2020, the Company incurred a net loss of total revenue. For$265,705 and $163,581. During the threesix months ended March 31, 2017, revenues generated from top three customers accounted for 37.73%, 26.73%,June 30, 2021, and 22.62% respectively, collectively represented approximately 87.08% of total revenue. For the three months ended March 31, 2018 and 2017,2020, the Company had twelve (12)incurred a net loss of $487,542 and five (5) active customers$223,166, respectively.

For the fiscal year ended December 31, 20172020, and from the period January 21, 2016 to December 31, 2016,2019, the Company has realized revenues of $555,355earned $215,409 and $61,450 respectively. Revenues generated from top three customers accounted for 32.26%, 26.10%, and 14.70% respectively, collectively represented approximately 73.06% of total revenue for$415,162 in revenues. During the fiscal year ended December 31, 2017. Revenues generated from top three customers accounted for 56.06%, 23.60%,2020, and 13.83% respectively, collectively represented approximately 93.49%2019, the Company incurred a net loss of total revenue for the period from January 21, 2016 (inception) to December 31, 2016.$458,490 and $255,690.

The material terms of agreementssummarized financial information presented below is derived from and should be read in conjunction with customers dependour audited and unaudited financial statements, as applicable, including the notes to those financial statements which are included in our Form 10-K for the year-ended December 31, 2020, filed with the SEC on March 3, 2021 and our Form 10-Q for the nature of servicessix months-ended June 30, 2021, filed with the SEC on August 1, 2021, and solutions provided as described in the Section titled ‘Description of Business’. Each agreement is specific to the customer, and clearly defines the fee schedule, duties and responsibilities of each party, renewal and termination terms, confidentiality agreement, dispute resolution and other clauses necessary for such agreement.which are incorporated herein by reference.

To date

From inception to June 30, 2021, the Company has raised approximately $1,342,482 in debt and equity. Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder. Effective June 1, 2017, we have raised an aggregate of $98,000 through aour common stock’s private placement of our common stock to our officers, directors, and their friends, and relatives, and business associates. From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $4,950. The Company closed its offering effective February 26, 2019. On May 01, 2020, the private placement on December 15, 2017. The Company has also raised funds inreceived proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($50,632) from the form of a convertible note forPromissory Note (“PPP Note”) under the principal sumPaycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). On May 22, 2020, the Company received proceeds of one million dollarshundred and forty-four thousand nine hundred and 00/100 Dollars ($1,000,000.00)144,900.00). ProceedsBetween February and June 2021, the Company received $44,000 from the private placement and the convertible note and stock sale were usedOfficer for working capital purposes and corporate development.

Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. The Company’s principal offices are located at 1460 Broadway, New York, NY 10036. Our telephone number is (877) 445 -6047.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

recorded in related party advances.

We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not “emerging growth companies”companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description

The Risk Factors are an explanation of the qualifications and other requirements applicable to such emerging growth companies andcompanies. It describes certain elections that we have made due to our status as an emerging growth company, see “RISK FACTORS RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK – WE ARE AN `EMERGING GROWTH COMPANY’ AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS” on page 6 of this prospectus.company.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors will be solely responsible for selling shares in this offering and no commission will be paid on any sales.

THE OFFERING

SUMMARY FINANCIAL INFORMATION

The following tables provides summary financial statement data as of three months ended March 31, 2018 and 2017 and the fiscal year ended from January 21 to December 31, 2016 and December 31, 2017. The financial statement data for the three months ended March 31, 2018 and 2017 has been derived from unaudited financial statements. The financial statement data as of the fiscal year ended from January 21 to December 31, 2016 and December 31, 2017 has been derived from our audited financial statements. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus.

Financial Condition

RISK FACTORS

This investment has a high degree of risk. Before you invest, you should carefully consider the risks and uncertainties described below and the other information in this prospectus.Prospectus. If any of the following risks occur, it will harm our business, operating results and financial condition, could be harmed, and the value of our stock could go down. This means you could lose all or a part of your investment.

There could be unidentified risks involved with an investment in our securities.

The following risk factors are not a complete list or explanation of the risks involved with an investment in the securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe the information provided herein as constituting investment, legal, tax, or other professional advice. Before deciding to invest in our securities, you should read this entire Prospectus and consult with your investment, legal, tax, and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period of time and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood our business will succeed, or regarding the value of our securities, any financial returns that may be generated, or any tax benefits or consequences that may result from an investment in the Company.

In March 2020, the World Health Organization declared a novel coronavirus (COVID-19) outbreak as a pandemic throughout the United States. China started as the center of the COVID-19 epidemic; however, it spread to several other countries, including Russia and Cyprus, where we have our offices. Many countries worldwide, including in the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on our business. These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions. The extent to which the coronavirus impacts our operations will depend on future developments. These developments are highly uncertain. We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally could adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation results.

Risks Related to the Company

We may need to obtain additional financing, which may not be available.

We need the proceeds from this offering to implement our business plan and expand our operations as described in the “Plan of Operation” section of this prospectus.Prospectus. As of March 31, 2018 ,June 30, 2021, we had $2,514 cash in the amount of $335,064on hand and total liabilities of $1,107,455 . As of this date, we have generated $720,311 cumulative revenue since$698,590. The Company has earned $1,930,850 in revenues from January 21, 2016 (inception) to March 31, 2018 .June 30, 2021. The proceeds of this offering may not be sufficient for us to achieve future profitable operations. We need additional funds to achieve a sustainable sales level whereto fund ongoing operations can be funded out of revenues. There is no assurance that any additional financing will be available or, if available, on terms that will be acceptable to us.

We have a limited history of operations, and accordingly, there is no track record that would provide a basis for assessing our ability to conduct successful commercial activities. We may not be successful in carrying out our business objectives.

We wereThe founders incorporated the Company on January 21, 2016 and to date, even2016. Even though we have generated revenues, we are also involved in organizational activities, obtaining growth financing, identifying acquisition targets, and developing our new technologies to meet the demand of our customers. Accordingly, strategic decision making by management, fund-raising ability, and other factors that would allow an investor toinvestors cannot fully assess the likelihood that we will be successfulof our success as an emerging and rapidly growing company which was formed to engage infintech company. At June 30, 2021, and December 31, 2020, the financial technology business is limited. As of March 31, 2018 , we had an accumulated deficit of $744,014 .was $1,981,526 and $1,493,984, respectively. There is a substantial risk that we will not be successful in our development and sales activities, or if initially successful, in thereafter generating significant operating revenues or in achieving profitable operations.

Our business strategy may result in increased volatility of revenues and earnings, resulting in uncertainty of profitability

Our business strategy may result in increased volatility of revenues and earnings. As we will only develop a limited number of products and services, at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered.

Our revenues and our profitability may be adversely affected by economic conditions and changes in the financial markets. Our business is also subject to general economic risks that could adversely impact the results of operations and financial condition.conditions.

Because of the anticipated nature of the products and services that we will attempt to develop, it is difficult to forecast revenues accurately and operating results and these items could fluctuate in the future due to a number ofseveral factors. These factors may include, among other things, the following:

We may not earn significant revenues from Cryptocurrency-related products and services.

The growth in cryptocurrencies and related products and services has attracted the attention of regulators in various jurisdictions we operate. It isRegulators may likely that regulators may impose a number of substantial investor protection and safeguards regarding transparency of information, trading rules, liquidity, capital requirement, custodial services, valuation, and other matters related to the nature of cryptocurrencies. Currently, cryptocurrency markets operate with less investor protection compared tothan traditional securities markets, which may correspondingly lead to opportunities for fraud and manipulation. Due to these risk factors, the Company’s ability to earn significant revenues from Cryptocurrency-related products and services may be limited.

Financial Crimes Enforcement Network (FinCEN) requires companies who deal with cryptocurrencies to be registered as money service businesses (MSBs), which requires them to register and get an appropriate license in each U.S. state, apart from Montana.

The Company is a technology provider and software developer in the cryptocurrency or digital asset space. We do not mine, 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 (MSB) 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. If the Company is required to register as a money service business (MSB) or obtain a money transmitter license; in that case, the Company may not achieve the regulatory requirement given the resources needed and costs incurred to meet ongoing compliance and operational obligations.

We have had a concentration of customers since inception.

We cannot assure that there will not be any disputeno disputes with our majorsignificant customers who currently contribute to the majoritymost of our revenues or that we will be able to maintain business relationships with our existing customers. As we have been relying on a small number of major customers since inception, if the current major customers cease to engage our services or decrease the scope of the relationship, and we are unable to find new customers with similar attributable revenue within a reasonable period or at all, our business and profitability may be adversely affected.

We may not be able to compete effectively against our competitors.

We expect to face strongintense competition from well-established companies and small to medium sizemedium-size public and private companies like us, that may resultresulting in price reductions in the products and services that we sell. For a number ofmany reasons, we may be at a competitive disadvantage in obtaining the facilities, technologies, employees, financing, and other resources required to provide these products and services demanded by prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets.assets may limit our opportunity to acquire customers. We expect to be less able than our larger competitors to cope with generally increasing costs and expenses of doing business.

Our business model may not be sufficient to ensure our success in our intended market.

Our survival is currently dependent upon the success of our efforts to gain market acceptance and shares of our products and services in the global market, including but limited to North America, Europe, and Asia. Should our target market not be as responsive to our products and services as we anticipate, we may not have in place alternate products or services that we can offer to ensure our survival. For example, the Markets in Financial Instruments Directive (MiFID II/MiFIR) is legislation by European Securities and Market Authority (ESMA) that is set to be implemented across the European Union on January 3rd, 20183, 2018. MiFID II changes continue to impact the trading infrastructure of all its member firms from front-end to back-end. Market participants will have to create new execution management systems alongside current order management systems in the front-end. The firms providing the best execution will need to develop trading technology to guarantee they have taken ‘all-sufficient steps’ to comply. High-frequency trading firms will need to deliver timestamps that are accurate up to microseconds. Most market participants and it will impacttheir technology providers need a significant upgrade in already very cost-conscious businesses. It has negatively impacted many FXforex businesses and the way they operate. We may not be able to develop our products and services in a timely manneron time to comply with such regulatory changes.

changes in the future.

We depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our future growth and success.

At present, the Company does not have any patents or trademarks on its proprietary technology solutions. We have not conducted formal evaluations to confirm that our technology solutions and products do not or will not infringe upon the intellectual property rights of third parties. As a result, we cannot be certain that our technology and products do not or will not infringe upon the intellectual property rights of third parties. If infringement were to occur,Such infringements disrupt our software development, sales, and distribution of such technology solutions or products might be disrupted.and solutions. We have generally sought to protect such proprietary intellectual property in part by confidentiality agreements and, if applicable, inventors’ rights agreements with strategic partners and employees, althoughemployees. However, such agreements have not been put in place in every instance.are difficult and costly to enforce. We cannot guarantee that these agreements adequately protect our trade secrets and other intellectual property or proprietary rights.rights adequately. We also operate in regions where it may be difficult for us to enforce certain intellectual property rights against third parties who may have inappropriately acquired interests in our intellectual property rights by filingwhen they file unauthorized trademark applications in such foreign countries because of their familiarity with our business.

We are significantly influenced by our officers, directors, and entities affiliated with them.

In the aggregate, the voting power is represented by the ownership of the Company’s common and preferred stock by managementManagement and affiliated parties, and assumingparties. Assuming all Shares offered are sold, a group of three entities represents approximately 94%90.19% of the voting power of the Company’s issued and outstanding capital stock of the Company.stock. These shareholders, if acting together, will be able to significantly influence all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combinations transactions.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our future performance is dependent on the ability to retain key personnel. The CompanyCompany’s performance is substantially dependent on the performance of senior management.Senior Management. The loss of the services of any of its executive officers or other key employees could have a material adverse effect on the Company'sCompany’s business, results of operations, and financial condition. Four of our officers are independent contractors and are not subject to the same control as employees, which may affectaffecting productivity. Although all but one,they devote 100% of their time to the Company’s business, of the Company there is no assurance that this will continue. The Company intends to convert all of these four officers to employee status in the second quarter of 2018. We also intendplan to negotiate employment contracts with each officer.Officer. If we do not succeed in retaining and motivating our existing personnel, we may be unable to grow effectively.

Management of growth will be necessary for us to be competitive

Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and shareholders. Specifically, we will need to hire skilled managementManagement and technical personnel as well asand manage partnerships to navigate shifts in the general economic environment. Expansion has the potential toThe expansion can place significant strains on financial, management,Management, and operational resources, yet failure to expand will inhibit our profitability goals.

Because we are small and do not have much capital, our marketing campaign may not be enough to attract enough customers to operate profitably. If we do not make a profit, our financial conditions will be adversely affected.

Due to the fact thatSince we are small and do not have much capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, our financial conditions will be negatively affected and will limit our ability to raise additional funding to increase our sales and marketing efforts.

ChallengesWe face challenges relating to implementing our business strategy in Cryptocurrency.

Cryptocurrency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value. It is not legal tender. One may exchange Cryptocurrencies for U.S. dollars or other currencies worldwide, but they are not generally backed or supported by any government or central bank. Supply and demand market forces ultimately derive their value, and they are more volatile than traditional currencies. Federal Deposit Insurance Corporation (FDIC) and Securities Investor Protection Corporation (SIPC) do not cover Cryptocurrencies insurance. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect cryptocurrency use, transfer, exchange, and value.

The Company believes its future success in its crypto relatedcrypto-related solutions will largely depend in large part on the growth, if any, in the market for software that provides crypto solutions.solutions, including access to crypto margin trading business through the Condor Pro Multi-Asset Trading Platform. We have integrated our platform with multiple crypto liquidity providers and exchanges. To grow our business, the Company intends to expand the functionality and usability of its crypto relatedcrypto-related solutions to increase its acceptanceOTC brokers and use by the broader market.financial institutions that can offer such solutions to their end-users. It is difficult to predict customer adoption and renewal rates, customer demand for our software, the size and growth rate of this market, the entry of competitive products, or the success of existing competitive products. Our competitors are technologically advanced andcompetitors have existed longer and often have a more established brand and market presence with substantially greater financial, marketing, personnel, and other resources. These competitors may have, among other things, lower operating costs, better knowledge, better brand awareness, better R&D facilities, better management,Management, more effective marketing, and more efficient operations than the Company. In the crypto and blockchain space, intellectual capital is an importanta critical component. Competition for qualified employees could also require the Company to pay higher wages to attract a sufficient number of employees. Our crypto relatedcrypto-related solutions are in the development stage and are not market testedmarket-tested under Company’s brand name. The Company is not certain that such solution will be well received or be desirable to its intended market. The Company depends substantially on customers renewing their support and maintenance agreements.

Any decline in customer renewals could adversely affect our future operating results. A crypto exchange platform is deployedIn general, the Company deploys a crypto-related technology in a complex environment, and future success will depend on Company’s ability to implement the technology correctly and in a timely manner.on time. There are possibilities, undetected errors, failures, or bugs may occur, especially when new versions or updates are released. Such deployment may expose undetected errors, omissions, or bugs in our software. Despite testing, errors, omissions or bugs may not be found in software until it is released to customers. The Company intends to use strategic indirect channel third parties to promote and market its crypto relatedcrypto-related solutions, such as distributors and resellers. The Company may be unable to maintain successful relationships with channel third parties (indirect sales channels), business, operating results, and financial condition could be adversely affected. The Company believes that it has to develop new solutions and continue enhancements to existing technologies to meet both the business demand and future regulatory requirements. IfOur competitive position will be impaired and revenue diminished if new solutions or improvements and changes do not achieve adequate acceptance in the market, Company’s competitive position will be impaired,market.

Our customers operate in a heavily regulated environment that imposes significant compliance requirements and costs on them. Suppose we fail to comply with the rapidly evolving laws and regulations governing Cryptocurrency, forex, and other over-the-counter businesses. In that case, it may result in regulatory agencies acting against our customers and significant legal expenses in defending such actions, adversely affecting our customers’ revenues will be diminished.and how they conduct their business.

The U.S. and other regulators evaluate whether various cryptocurrency exchanges, trading platforms, and other crypto industry aspects comply with various regulatory schemes. Often our customers have to follow laws applicable to money transmission and to securities and commodities trading in the jurisdiction they operate. To the extent that cryptocurrency trading platforms are engaged in the business of “money transmission” in the U.S., they must comply with the federal Bank Secrecy Act (BSA) as well as with certain state laws. The BSA requires money transmitters to collect and retain information about their customers and share it with Financial Crimes Enforcement Network (FinCEN) to prevent money laundering and terrorist financing. State laws generally require money transmitters to obtain licenses and follow similar requirements focused primarily on consumer protection.

Usually, platforms that allow securities trading must register with the SEC as a national securities exchange, alternative trading system, or broker-dealer, all of which require the trading platform to follow restrictive rules addressing everything from preventing fraud to safeguarding customer accounts. A financial instrument that meets the definition of a “security” can only be sold in the U.S. if registered with the SEC or sold according to a specific exception to the securities laws. We believe that the cryptocurrency industry now finds itself at a phase when additional rules and regulations are possible. The current environment presents a significant regulatory risk to our customers if they fail to comply with money transmission, securities, and commodities trading rules and regulations.

As far as forex and other OTC markets are concerned, our customers are regulated by governmental bodies and self-regulatory organizations in many jurisdictions, including the U.K., Europe, and Australia. In line with the rules set for in the Markets in Financial Instruments Directive II (“MiFID II”), many European nations have initiated new restrictions. France has introduced an exclusion on electronic advertising to retail investors. In Italy, Corncob has issued a notice recommending that only a regulated market or an authorized multilateral trading facility (MTF) offer retail OTC products. In Germany, Ba Fin has restricted the distribution or sale of OTC products unless accompanied by a no debit guarantee to ensure the retail client cannot lose more than is deposited in the trading account. The Financial Conduct Authority (FCA) in the UK has proposed restrictions that will limit leverage per the retail customer’s experience.

Recently, China’s central bank and other Chinese government agencies stated that all cryptocurrency-related transactions are illegal in the country, and they must be banned, citing concerns around national security and the “safety of people’s assets.” The People’s Bank of China separately ordered internet, financial, and payment companies from facilitating cryptocurrency trading on their platforms. According to the Chinese government, The surge in usage of cryptocurrencies has disrupted “economic and financial order” and prompted a proliferation of “money laundering, illegal fund-raising, fraud, pyramid schemes, and other illegal and criminal activities. Other countries may likely follow similar restrictions on crypto-related businesses. Such legal actions may negatively impact Company’s ability to earn revenues from crypto-related solutions. At present, the Company does not conduct business in China.

Compliance with these regulations is complicated, time-consuming, and expensive. Even minor, inadvertent irregularities can potentially give rise to claims that violate applicable laws and regulations. Failure to comply with all applicable laws and regulations could lead to fines and other penalties, adversely affecting our customers’ revenues and ability to conduct business as planned. Our customers could incur significant legal expenses in defending against and resolving actions or investigations by such regulatory agencies. As a result, our customers may limit the use of our products and services, which would adversely affect our revenues and profitability.

The Company has a limited history inof providing consulting and technical services in the cryptocurrency and blockchain technology industry.

We have limited experience with respect toconcerning providing consulting and technical services in the cryptocurrency and blockchain technology industry. The Company is not certain that its consulting services will be well received or be desirable to its intended market. The cryptocurrencyCryptocurrency and blockchain technology isare rapidly changing and evolving, theevolving. The Company cannot guarantee that it will succeed in providing such consulting and technical services which will be relevant and timely, and itstimely. The failure to do so would have a material adverse effect on its business, prospects, financial condition, and operating results. Our competitors are more experienced and technologically advanced, and have existed longer, and often have a proven track record as cryptocurrency and blockchain consultants with an established brand and market presence. The consulting aspect of our business is intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.

The Company may be unable to respond to the rapid technological change in its industry, and such change may increase costs and competition that may adversely affect its business

Rapidly changing technologies, frequent new product and service introductions, and evolving industry standards characterize the Company’s market. The continued growth of the Internet and intense competition in the Company’s industry exacerbate these market characteristics. The Company’s future success will depend on its ability to adapt to rapidly changing technologies by continually improving theits products and services’ performance features and reliability of its products and services.reliability. The Company may experience difficulties that could delay or prevent theits products and services’ successful development, introduction, or marketing of its products and services.marketing. In addition, any new enhancements must meet the requirements of its current and prospective users and must achieve significant market acceptance. The Company could also incur substantial costs if it needs to modify its products and services or infrastructures to adapt to these changes.

The Company also expects that new competitors mayto introduce products, systems, or services that are directly or indirectly competitive with the Company.competitive. These competitors may succeed in developing products, systems, and services that have greater functionality or are less costly than the Company’s products, systems, and services, and may bemaybe more successful in marketing such products, systems, and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing the software. These changes reduce the Company’s cost of providing services but alsoand facilitate increased competition by reducinglowering competitors’ costs in providing similar services. This competition could increase price competition and reduce anticipated profit margins.

The Company’s services are new, and its industry is evolving.

You should consider the Company’s prospects considering the risks, uncertainties, and difficulties frequently encountered by companies in their early stage of development, especially companies in the rapidly evolving financial technology industry. To be successful in this industry, the Company must, among other things:

The Company cannot guarantee that it will succeed in achieving these goals, and itsgoals. Its failure to do so would have a material adverse effect on its business, prospects, financial condition, and operating results.

Some of the Company’s products and services are new and are only in the early stages of commercialization. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of the Company’s products and services may have limited functionalities, which may limitlimiting their appeal to consumers and putputting the Company at a competitive disadvantage. If the Company’sThe Company could lose customers or be subject to claims if our current or future products and services fail to function properlycorrectly or if the Company does not achieve or sustain market acceptance, it could lose customers or could be subject to claims whichacceptance. The failure of our product could have a material adverse effect on the Company’s business, financial condition, and operating results.results

As is typical in a new and rapidly evolving industry, demand and market acceptance for recently introduced products and services are subject to a high level of uncertainty and risk. Because the company’s market for the Company is new and evolving, it is difficult to predict with any certainty the size of this market and its growth rate, if any. The Company cannot guarantee that a market for the Company will develop or that demand for Company services will emerge or be sustainable. If the market fails to develop,materialize, develops more slowly than expected, or becomes saturated with competitors, the Company’s business, financial condition, and operating results would be materially adversely affected.

Certain Provisions of Our Articles of Incorporation and Bylaws Allow Concentration of Voting Power in One Individual, Which May, Among Other Things, Delay or Frustrate the Removal of Incumbent Directors or A Takeover Attempt, Even If Such Events May Be Beneficial To Our Stockholders.

Provisions of our articles of incorporation and bylaws may delay or frustrate the removal of incumbent directors anddirectors. They may prevent or delay a merger, tender offer, or proxy contest involving FDC that is not approved by our board of directors does not approve, even if those events may be beneficial to the interest ofbenefit our stockholders.stockholders’ interest. For example, Mitchell Eaglstein, our Chairman of the Board, President, and Chief Executive Officer, is the holder ofholds 2,600,000 authorized, issued, and outstanding shares of our Class A Preferred Stock. Under our articles of incorporation, each share of Class A Preferred Stock is entitled to 50 non-cumulative votes per share on all matters presented to our stockholders for action. Consequently, Mr. Eaglstein has sufficient voting power to control the outcome of all the corporate matters submitted to the vote of our common stockholders. Those matters could include the election of directors, changes in the size and composition of the board of directors, and mergers and other business combinations involving FDC. In addition, through his control of the board of directors and voting power, he may be able to control certain decisions, including decisions regarding the qualification and appointment of officers, dividend policy, access to capital (including borrowing from third-party lenders and the issuance of additional equity securities), and the acquisition or disposition of assets by FDC. In addition, the concentration of voting power in the hands of Mr. Eaglstein could have the effect of delaying or preventing a change in control of FDC, even if the change in control would benefit our stockholders and may adversely affect the market price of our common stock.

Our Certificate of Incorporation and bylaws provide for indemnification of officers and directors at our expense and limit their liability, resulting in a high cost to us and hurting our shareholders’ interests. The Company may spend corporate resources for the benefit of officers and directors.

Our Certificate of Incorporation and Bylaws include provisions that eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of our directors and our shareholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

If we fail to establish and maintain an effective system of internal control system, we may not be ableunable to report our financial results accurately or to prevent fraud. Any ability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common stock.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, andeffectively. As a result, it may harm our business and reputation with investors may be harmed. As a result, ourreputation. Our small size and any current internal control deficiencies may adversely affect our financial condition, operation results, of operation and access to capital.

Because of the Company’s limited resources, there are limited controls over information processing. There is inadequate segregation of duties consistent with control objectives. Our Company’s managementManagement is composed of a small number of individuals, resulting in a situation where limitations on segregation of duties exist.duties. To remedy this situation, we would need to hire additional staff. Currently, the Company is unable tocannot hire additionalother staff to facilitate greater segregation of duties but will reassess its capabilities after completion ofcompleting the Offering.

We may need and may be unable to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities, and in the future, we intend to rely on revenues generated from operations to fund all the cash requirements of our activities. There is no assurance that we will be able to generate any significant cash from our operating activities in the future. Deteriorating economic conditions and the effects of ongoing military actions against terrorists may cause prolonged declines in investor confidence in and accessibility to capital markets. Future financing may not be available on a timely, basis, in sufficientadequate amounts, or on terms acceptable to us. This financing may also dilute existing stockholders’ equity. Any debt financing or another financing of securities senior to common stock will likely include financial and other covenants that will restrict our flexibility. At a minimum, we expect these covenants to include restrictions on our ability to pay dividends on our common stock. Any failure to comply with these covenants would have a material adverse effect on our business, prospects, financial condition, and results of operations because we could lose our existing sources of funding and impair our ability to secure new sources of funding.

We will have broad discretion in using the net proceeds from this offering.

A substantial portion of the estimated net proceeds from this offering has been allocated to working capital and general corporate purposes. Accordingly, the Company will have broad discretion as to the application of such proceeds. You will not have an opportunity to evaluate the economic, financial or other factors upon which we base our decision on how to use the net proceeds.financing.

As an “emerging growth company” under the jobs act we are permittedpermits us to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to and intend to rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. OurTherefore, our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues is $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates is $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

RISKS RELATING TO OUR COMMON STOCK

We are selling our offering of 3,000,000 shares of common stock without an underwriter and may be unable to sell any shares.

Our offering of 3,000,000 shares is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our officers and directors, who will receive no commissions. They will offer the shares to friends, family members, and business associates; however, there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

Because there are no minimum proceeds the Company can receive from its offering of 3,000,000 shares, the Company may not raise sufficient capital to implement its planned business and your entire investment could be lost.

The Company is making its offering of 3,000,000 shares of common stock on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event the company does not raise sufficient capital to implement its planned operations, your entire investment could be lost.

There is nolimited liquidity and no established public market for our common stock, and we may not be successful in obtaining a quotation on a recognized quotation service. In such an event, it may be difficult to sell your shares.

ThereOur common stock is presentlycurrently quoted for public trading on the OTCQB. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to many factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no public market for our shares.current business operation. There can be no assurance that we will be successful at developing a public market or in havingtrading prices and price-earnings ratios previously experienced by our common stock quoted on a quotation facility such aswill be matched or maintained. These broad market and industry factors may adversely affect the OTC Bulletin Board and/or OTC Link. There are risks associated with obtaining a quotation, including that broker dealers will not be willing to make a market in our shares, or to request that our shares be quoted on a quotation service. In addition, even if a quotation is obtained, the OTC Bulletin Board, and/or OTC Link and similar quotation services are often characterized by low trading volumes, and price volatility, which may make it difficult for an investor to sellof our common stock, on acceptable terms. If tradesregardless of our operating performance. In the past, following periods of volatility in our common stock are not quoted onthe market price of a quotation facility, it may be very difficultcompany’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for an investor to findus and a buyer for their shares in our Company.diversion of Management’s attention and resources.

Our common stock will be subject to the “penny stock” rules of the Securities and Exchange Commission, and theCommission. The trading market in our securities may be limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will constitute “penny stock”.stock.” Penny stock is any equity security that haswith a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and thestocks. The broker or dealer receive from the investorreceives a written agreement to the transaction from the investor, setting forth the identity and quantity of the penny stock to be purchased. To approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and theperson. The person has sufficient knowledge and experience in financial matters to can evaluate the risks of transactionspenny-stock transactions. Before any transaction in a penny stocks. Thestock, the broker or dealer must also deliver prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. The disclosure also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Before recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and harm the market for our shares.

Since our shares of Common Stock have low or thin liquidity, it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our shares of Common Stock have low or thin liquidity, its trading price is likely to be highly volatile. It could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to): the trading volume of our shares, the number of analysts, market-makers, and brokers following our shares of Common Stock, new products or services introduced or announced by our competitors or us, actual or anticipated variations in quarterly operating results, conditions or trends in our business industries, additions or departures of key personnel, sales of our shares of Common Stock and general stock market price and volume fluctuations of publicly traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our Common Stock, either at or above the price they paid for our stock or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our shares of Common Stock have low or tin liquidity, it is particularly susceptible to such changes. These broad market changes may cause the market price of our shares of Common Stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities, and the diversion of Management’s attention and resources from our business. Moreover, as noted below, our shares are currently traded on the OTCQB and subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers, and options traders.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 100,000,000250,000,000 shares of common stock. As of the date of this prospectus,Prospectus, the Company had 68,533,33290,661,264 shares of common stock outstanding. Accordingly, we may issue up to an additional 31,466,668160,008,736 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect onharm any trading market for our common stock.

We intend to become subjectThe sale of our stock could encourage short sales by third parties, contributing to the periodic reporting requirementsfuture decline of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees about the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.stock price.

FollowingIn many circumstances, the effective dateprovision of financing based on the registration statementdistribution of equity for companies traded on the OTCQB can cause significant downward pressure on the common stock price. It is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in which this prospectus is included, wesuch a manner to show that the equity funds raised will be requiredused to file periodic reports withgrow our business. Such an event could place further downward pressure on the Securitiesprice of our common stock. Regardless of our activities, the opportunity exists for short sellers and Exchange Commission pursuantothers to contribute to the Securities Exchange Act of 1934 and the rules and regulations thereunder. To comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Although we believe that the approximately $15,000 we have estimated for these costs should be sufficient for the 12-month period following the completionfuture decline of our offering, the costs charged by these professionals for such services may vary significantly. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined now and may have a major negative effect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements thatstock price. If there are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that you become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market valuesignificant short sales of our common stock, that is held by non-affiliates exceeds $700 million asthe price decline from this activity will cause the share price to decline more, which may cause other stockholders of the last business daystock to sell their shares, thereby contributing to sales of common stock in the market. If there are many more shares of our most recently completed second fiscal quarter, or (iii)common stock on the date on which we have issued moremarket for sale than $1 billion in non-convertible debt during the preceding three year period.

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404market will absorb, the price of the Sarbanes-Oxley Act.our common shares will likely decline.

We are not likely to issue dividends for the foreseeable future.

We cannot assure you that our proposed operations will result in sufficientadequate revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate that we will use any funds available to finance the growth of the Company and that we will not pay cash dividends to stockholders. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

USE OF PROCEEDSWhite Lion will pay less than the then-prevailing market price for our common stock.

Upon delivery of a purchase notice toWhite Lion, which is at our sole discretion, White Lion to purchase our common stock at a 12% discount to the five-day VWAP average of the traded price of the Common Stock the five business days before the Closing Date per the Investment Agreement dated September 10, 2021. White Lion has a financial incentive to immediately sell our common stock upon receiving the shares to realize the profit equal to the difference between the discounted and market prices. If White Lion sells the shares, the price of our common stock could decrease. If our stock price decreases, White Lion may have a further incentive to sell the shares of our common stock that it holds. These sales may have an additional impact on our stock price.

Your ownership interest may be diluted, and the value of our common stock may decline by our exercising the Purchase Notice right according to the Investment Agreement with White Lion.

Per the Investment Agreement with White Lion, when we deem it necessary, we may raise capital through the private sale of our common stock to White Lion at a discounted price. Because the Purchase Notice price is lower than the prevailing market price of our common stock, to the extent White Lion exercises the right in the Purchase Notice, the ownership interest of shareholders may get diluted.

We may not have access to the total amount available under the Investment Agreement with White Lion.

Our ability to draw down funds and sell shares under the Investment Agreement with White Lion requires that the registration statement of which this Prospectus forms a part be declared effective and continue to be effective. The registration statement of which this Prospectus includes the resale of 20,000,000 shares issuable under the Investment Agreement with White Lion, and our ability to sell any remaining shares issuable under the Investment Agreement with White Lion is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the Securities and Exchange Commission staff. They will require the consent of our independent registered public offeringaccounting firm. Therefore, we cannot assure the timing of 3,000,000the effectiveness of the registration statements. The effectiveness of these registration statements is a condition precedent to our exercising discretion to issue Purchase Notices and sell shares is being madeof our common stock to White Lion under the Investment Agreement. Even if we are successful in causing one or more registration statements to be effective by the Securities and Exchange Commission on a self-underwritten basis: no minimumtime, resulting in the registering some or all of the shares issuable under the Investment Agreement with White Lion. We may not be able to sell the shares unless certain other conditions are met, Such as having an adequate number of authorized shares must be sold forto issue. Any increase in our authorized shares would require board and stockholder approval. Accordingly, because our ability to draw down any amounts under the offeringInvestment Agreement with White Lion our subject to proceed. The offering price per share is $0.15. The following table sets forth the uses of proceeds assuming the sale of one-third, two-thirds and 100%, respectively,many conditions outside of the securities offered for sale by the Company. ThereInvestor’s control, there is no assuranceguarantee that we will raisedraw down any portion or all of the full $450,000 as anticipated.proceeds of $2,000,000 under the investment with White Lion.

The principal purposes for whichCertain restrictions on the net proceedsextent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the investment agreement with White Lion. As such, White Lion may sell many shares, resulting in substantial dilution to the Companyvalue of shares held by existing stockholders.

White Lion has agreed, subject to certain exceptions listed in the investment agreement, to refrain from holding shares, resulting in White Lion or its affiliates owning more than 4.99% of the then-outstanding shares of our common stock at any one time. These restrictions, however, do not prevent White Lion from selling shares of our common stock received in connection with a Purchase Notice and then acquiring additional shares of our common stock in connection with a subsequent Purchase Notice. In this way, White Lion could sell more than 4.99% of the outstanding common stock in a relatively short time frame while never holding more than 4.99% at one time.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares are intendedof our common stock by the selling stockholders. However, we will receive proceeds from the sale of shares of our common stock according to be usedour exercise of the Purchase Notice offered by White Lion Capital, LLC. We will use these proceeds for software development, sales and marketinggeneral corporate and working capital purposes and the approximate amount intendedacquisitions or assets, software development, businesses or operations, or for other purposes that our board of directors, in its good faith, deems to be used for each such purpose are listed below:

in the Company’s best interest.

⁽¹⁾Expenditures for the 12 months following the completion of this offering. TheWe have categorized the expenditures are categorized by significant area of activity. Please see a detailed description of the use of proceeds in the “Plan of Operations” section of this prospectus.Prospectus.

⁽²⁾Excludes estimated offering expenses of $50,000.$40,000.

The Company may change the use of proceeds if it feels it is in the best interest of the shareholders to use the proceeds to discharge indebtedness of outstanding Notes,SBA, PPP, or to carryoutOfficer’s loan or carry out the acquisition of strategic business assets relevant to the Company’s business.

We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent costs and costs of its legal counsel applicable to the sale of its shares.

DETERMINATION OF THE OFFERING PRICEDILUTION

The offering price of $0.15 per share for the 3,000,000 shares being offered has been determined based on the aggregate of $98,000 funds raised through a private placementsale of our common stock of 653,332 shares. The price may not bear any relationship to White Lion Capital, LLC following the Investment Agreement dated September 10, 2021, will negatively impact our assets, book value, earnings, or other established criteria for valuingstockholders. As a privately held company. In determining the number of shares to be offeredresult, our net loss per share could increase in future periods, and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

Themarket price of our common stock could decline. In addition, the lower our stock price is when we exercise our Purchase Notice, the more shares of our common stock we will have to issue to White Lion to drawdown according to the investment agreement. If our stock price decreases during the pricing period, then our existing stockholders would experience more significant dilution.

The Company has estimated our offering price of 3,000,00020,000,000 shares is fixed at $0.15$0.10 per share.share to White Lion. This price is significantly higher than the prices per share paid by our founders, and two other existing shareholders who purchased the shares before the private placement of our common stock in March 2017 collectively representing 67,810,00061,450,518 of the 68,533,332 total shares of common stock issued and outstanding87,345,412 as of March 31, 2018.June 30, 2021.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly because of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of theour existing stockholders’ lower book value of the shares held by our existing stockholders.value. The following tables compare the differences of your investment in our shares with the investment of our existingcurrent stockholders.

As of March 31, 2018,June 30, 2021, the net tangible book value of our shares of common stock was $( 335,527 )$1,160,822 or approximately $( 0.005 )$0.0129 per share based upon 68,533,33290,661,264 shares outstanding.

outstanding as of September 20, 2021.

Existing stockholders if all the shares are sold

⁽¹⁾Excludes estimated offering expenses of $50,000.$40,000, where new investors are White Lion and AD Securities America.

⁽²⁾Includes Founders, FRH Group, promoters, affiliates SBA, and affiliates.PPP loans.

PRIVATE PLACEMENT TRANSACTIONS

Investment Agreement with White Lion Capital, LLC

On September 10, 2021, we entered into an investment agreement with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the investment agreement terms, White Lion committed to purchasing up to $2,000,000 of our common stock for up to May 01, 2022. From time to time, after the effectiveness of the registration statement, we may deliver a Purchase Notice to White Lion, which states the Company shall have the right, but not the obligation, to require White Lion to purchase up to 250% of the Average Daily Trading Volume of the common stock during the five (5) trading days (‘Valuation Period’) before the Purchase Notice date. The minimum Purchase Notice amount must exceed $20,000. White Lion may waive the Purchase Notice Limit in writing at any time. The Purchase price is eighty-eight percent (88%) multiplied by the lowest daily volume-weighted average price (VWAP) of the Company’s stock during the valuation period.

In accordance with the investment agreement, the Company issued 670,000 shares of its common stock to White Lion as a commitment fee, which are also registered herein.

In connection with the investment agreement with White Lion, we also entered into a registration rights agreement with White Lion, pursuant to which we agreed to use our best efforts to, within 60 business days of September 10, 2021, file with the Securities and Exchange Commission a registration statement, covering the resale of 20,000,000 shares of our common stock underlying the investment agreement with White Lion. The 20,000,000 shares being offered pursuant to the investment agreement with White Lion represents 18.07% of the shares issued and outstanding, assuming that the selling stockholders will sell all of the shares offered for sale. The 20,000,000 shares being offered pursuant to this prospectus represent 44.47% of the shares issued and outstanding held by non-affiliates of our company. The investment agreement with White Lion is not transferable, and any benefits attached thereto may not be assigned.

At an assumed purchase price under the Investment Agreement of $0.097 (equal to 97% of the closing price of our common stock of $0.10 on September 20, 2021, we will be able to receive up to $1,940,000 in gross proceeds, assuming the sale of the entire 20,000,000 Purchase Notice Shares being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.097 under the Investment Agreement, we would be required to register 618,557 additional shares to obtain the balance of $60,000 under the Investment Agreement. Due to the floating offering price, we are unable to determine the exact number of shares that we will issue under the Investment Agreement.

There are substantial risks to investors due to the issuance of shares of our common stock under the investment agreement with White Lion. These risks include dilution of stockholders’ percentage ownership, a significant decline in our stock price, and our inability to draw sufficient funds when needed. We intend to sell White Lion periodically our common stock under the investment agreement, and White Lion will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to White Lion to raise the same amount of funds as our stock price declines.

The aggregate investment amount of $2,000,000 was determined based on numerous factors, including the following: The proceeds received from any Purchase Notices tendered to White Lion under the investment agreement will be used for general corporate, software development, sales and marketing, working capital purposes and acquisitions or assets, businesses or operations or for other purposes that our board of directors, in its good faith deem to be in the best interest of the Company. The Company may change the use of proceeds if it feels it is in the best interest of the shareholders to use the proceeds to discharge indebtedness of outstanding SBA, PPP, or Officer’s loan or carry out the acquisition of strategic business assets relevant to the Company’s business.

We may have to increase our authorized shares to issue the shares to White Lion if we reach our current authorized shares of common stock. Increasing the number of our authorized shares will require board and stockholder approval. There is no guarantee that we will be able to draw down any portion or all of the proceeds of $2,000,000 under the investment agreement with White Lion because our ability to draw down any amounts under the Investment Agreement with White Lion is subject to many conditions.

Investment Agreements with AD Securities America, LLC

On September 9 and 16, 2021, the Company sold an aggregate of 2,000,000 shares of its common stock to AD Securities America LLC, one of the selling stockholders, for $200,000 (the “Purchase Price”). The Investor is an independent non-affiliate entity. In accordance with the Subscription Agreement, the Registrant has agreed to include the Shares in its next Form S-1 filing with the SEC for the sale of shares by Selling Shareholders. The offer and sale of the Shares under the Subscription Agreement were made in reliance on the exemption from registration afforded under the Securities and Exchange Act of 1933, as amended by Rule 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder. Such offer and sale was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Investor in connection with the offerings.

SELLING STOCKHOLDERS

This prospectus relates to the resale of 22,670,000 shares of our common stock, par value $0.0001 per share, of which 2,000,000 shares were issued to AD Securities America LLC, 20,000,000 shares are issuable to White Lion Capital, LLC (“White Lion”) and 670,000 shares were issued to White Lion.

This Prospectus relates to the resale of up to 20,000,000 shares of the Common Shares, issuable to White Lion, a selling stockholder pursuant to a Purchase Notice under an investment agreement dated September 10, 2021, that we entered into with White Lion. The Investment Agreement permits us to Purchase Notices for up to two million dollars ($2,000,000) in shares of our common stock to White Lion for up to eight (8) months or until $2,000,000 such shares have been subject to Purchase Notices.

AD Securities and White Lion may offer and sell, from time to time any, or all of the 2,000,000 shares and 670,000 shares, respectively, they own, and White Lion may offer and sell, from time to time, any or all of the shares of our common stock to be sold to White Lion under the Investment Agreement dated September 10, 2021.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholder as of September 10, 2021, and the number of shares of our common stock being offered according to this prospectus. We believe that the selling stockholder has sole voting and investment powers over its shares. Because White Lion may offer and sell all or only some portion of the 20,000,000 shares of our common stock being offered pursuant to this prospectus, the numbers in the table below representing the amount and percentage of these shares of our common stock that White Lion will hold upon the termination of the offering are only estimates based on the assumption that White Lion will sell all of its shares of our common stock being offered in the offering.

In consideration for the White Lion’s execution and delivery of, and performance under the Investment Agreement, the Company issued 670,000 Consideration Shares to the White Lion on September 10, 2021, which are also registered herein.

The selling stockholders have not had any position or office, or other material relationship with us or any of our affiliates over the past three years. To our knowledge, the selling stockholders are not a broker-dealer or an affiliate of a broker-dealer. We may require the selling stockholders to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this Prospectus, or the related registration statement untrue in any material respect or that requires the changing of statements in those documents to make statements in those documents not misleading.

⁽¹⁾ Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options and warrants currently exercisable, or exercisable within 60 days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

⁽²⁾ We have assumed that the selling stockholder will sell all of the shares being offered in this offering.

⁽³⁾ Based on 90,661,264 shares of our common stock issued and outstanding as of September 20, 2021. Shares of our common stock being offered pursuant to this prospectus by a selling stockholder are counted as outstanding for computing the percentage of the selling stockholder.

⁽⁴⁾ Dmitriy Slobodskiy has the voting and dispositive power over the shares owned by White Lion Capital, LLC.

⁽⁵⁾ Douglas Post has the voting and dispositive power over the shares owned by AD Securities America, LLC.

PLAN OF DISTRIBUTION

This prospectus relates to the resale of 22,670,000 shares of our common stock, par value $0.0001 per share, of which 2,000,000 shares were issued to AD Securities America LLC (“AD Securities”), 670,000 shares were issued to White Lion and up to 20,000,000 shares are issuable to White Lion Capital, LLC (“White Lion”). The 20,000,000 shares of the common shares, issuable to White Lion, a selling stockholder, were pursuant to a Purchase Notice under an investment agreement dated September 10, 2021, that we entered into with White Lion. The Investment Agreement permits us to Purchase Notices for up to two million dollars ($2,000,000) in shares of our common stock to White Lion for up to May 01, 2022, or until $2,000,000 such shares have been subject to Purchase Notices. The 670,000 shares issued to White Lion was a commitment fee relating to the investment agreement and are registered herein.

The Investment Agreement with White Lion is not transferable.

At an assumed purchase price under the Investment Agreement of $0.097 (equal to 97% of the closing price of our common stock of $0.10 on September 20, 2021, we will be able to receive up to $1,940,000 in gross proceeds, assuming the sale of the entire 20,000,000 Purchase Notice Shares being registered hereunder pursuant to the Investment Agreement. At an assumed purchase price of $0.097 under the Investment Agreement, we would be required to register 618,557 additional shares to obtain the balance of $60,000 under the Investment Agreement. Due to the floating offering price, we are unable to determine the exact number of shares that we will issue under the Investment Agreement.

From time to time, the selling stockholders may sell any or all of the shares of our common stock covered hereby on the OTCQB or any other stock exchange, market, or trading facility on which the shares are traded or in private transactions. A selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:

If available, the selling stockholders may also sell securities under Rule 144 under the Securities Act of 1933, rather than under this Prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as outlined in a supplement to this prospectus, in the case of an agency transaction not over a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may, in turn, engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholder may also sell securities short and deliver these securities to close out its short positions or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such as broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Any broker-dealers or agents involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. We are required to pay certain fees and expenses incurred by us incident to the registration of the securities. The selling stockholder will be subject to the prospectus delivery requirements of the Securities Act of 1933, including Rule 172 thereunder.

The selling stockholders will sell the resale securities only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with applicable laws.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in distributing the resale securities may not simultaneously engage in market-making activities concerning the common stock for the applicable restricted period, as defined in Regulation M, before the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities of the common stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholders. We will inform them of the need to deliver a copy of this prospectus to each purchaser at or before the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933).

DESCRIPTION OF SECURITIES

GENERAL

The Company is authorized to issue two Classes of shares of stock. The total number of shares which the Company is authorized to issue is onetwo hundred and tensixty million (110,000,000)(260,000,000) shares, consisting of one hundred million (100,000,000)(250,000,000) shares of Common Stock, $.0001 par value, and ten million (10,000,000) shares of preferred stock, $.0001 par value. As of March 31, 2018,June 30, 2021, there were 68,533,33287,345,412 shares of our common stock issued and outstanding that was held by 27[55] stockholders of the record held, and 4,000,000 shares of preferred stock issued and outstanding held by 3three (3) stockholders.

Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder of the Company (“FRH”). The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019. The Notes arewere convertible into common stock initially at $0.10 per share but may bemaybe discounted under certain circumstances, but incircumstances. In no event will the conversion price be less than $0.05 per share with a maximum of 20,000,000 shares if FRH converts the entire Note was converted, subject to adjustments in certain events.

The Convertible Promissory Note due February 28, 2018, note face value $100,000, coupon 6%, datedcircumstances. On February 22, 2016, was amended to extend2021, the original maturity date from February 28, 2018, to May 16, 2018. This Convertible Promissory Note due May 16, 2018 is extended to September 30, 2018. The Convertible Promissory Note due May 31, 2018, note face value $400,000, coupon 6% issue, dated May 16, 2016, was amended to extend the original maturity date from May 31, 2018, to September 30, 2018.Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company by executioneliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock of the note extension agreement, represents and warrants that as ofCompany (the “Shares”) to FRH. Following the date hereof, no Event of Default exists or is continuing concerningAgreement, FRH assigned the Promissory Note.Shares to FRH Group Corporation, an entity also owned by Mr. Hong.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available, therefore, when, as and if declared by the Board of Director of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holdersstockholders may vote.

Our Bylaws provide that at all meetings of the stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Delaware law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. A “plurality” means the excess of the votes cast for one candidate over any other. When there are more than two competitors for the same office, the person who receives the greatest number of votes has a plurality.

PREFERRED STOCK

Preferred Stock in General

The Company may issue the Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series.series’ designation. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originallyinitially fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent toafter the issue of shares of that series. Currently, there are 4,000,000 shares of Series A Preferred Stock issued and outstanding.

Series A Preferred Stock

Shares of ourOur Series A Preferred Stock shares do not rank senior to our common stock as to dividends and distributions. The holders of outstanding shares of Series A Preferred Stock are entitled to receive dividends out of assets legally available at times and in amounts as the board of directors may from time to time determine before any dividend is paid on common stock.

Holders of Series A Preferred Stock are entitled to 50 non-cumulative votes per share on all matters presented to our stockholders for action. This right could adversely affect the voting power of the holders of common stock andstock. It could have the effect of makingmake it more difficult for a third party to acquire or could discourage or delay a third party from acquiring a majority of our outstanding stock. In addition, the affirmative vote of the holders of a majority of the Series A Preferred Stock then outstanding, voting as a separate Series, is required for FDC to do any of the following:

Series A Preferred Stock does not convert into common stock of the Company.

Shares of Series A Preferred Stock are not entitled to preemptive rights, nor are they redeemable by the Company.

Class A Warrants

AsEffective June 1, 2017, the Company planned to raise $600,000 through a Private Placement Memorandum (the “Memorandum”) of March 31, 2018up to 4,000,000 Units. Each unit (a “Unit”) consists of one share of Common Stock, par value $.0001 per share (the “Common Stock) and December 31, 2017, there were 653,332one redeemable Class A Warrants outstanding held by 10 holders. Warrant (the “Class A Warrant(s)”) of the Company. The Company closed the private placement effective December 15, 2017.

Each Class aA Warrant entitles the holder thereof to purchase one (1) share of Common Stock at a price offor $0.30 per share through and includingat any time until April 30, 2019.

The Warrants are redeemable by the Company, upon thirty (30) day notice, at a price of $.05 per Warrant, provided the average of the closing bid price of the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation (or the average of the last sale price if the Common Stock is then listed on the OTCMarkets or a securities exchange), shall equal or exceed $1.00 per share (subject to adjustment) for ten (10) consecutive trading days prior to the date on which the Company gives notice of redemption. The holders of Warrants called for redemption have exercise rights until the close of business on the date fixed for redemption.

The exercise price and a number of shares of Common Stock or other securities issuable upon exercise of the Warrants are subject to adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. However, no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of the Company, with the exercise form on the reverse side of the certificate completed and executed as indicated, accompanied by full payment of the exercise price (by certified check payable to the Company) to the Company for the number of Warrants being exercised. The Warrant holders do not have the rights or privilege of holders of Common Stock.

No fractional shares will be issued upon exercise of the Warrants. However, if a Warrant holder exercises all Warrants then owned of record by him, the Company will pay to such Warrant holder, in lieu of the issuance of any fractional share which is otherwise issuable, an amount in cash based on the market value of the common stock on the last trading day prior to the exercise date.

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 37,310,000 shares of common stock were issued to officers, directors and 31,223,332 to investors, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

There is no public trading market for our common stock. To be quoted on the OTCBB and/or OTC Link a market maker must file an application on our behalf to make a market for our common stock.2019 (‘Expiration Date’). As of the date of this Registration Statement, weProspectus, the holders have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.exercised any Class A Warrants. All Class A Warrants have expired.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

PLAN OF DISTRIBUTION

We have 68,533,332 common shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering 3,000,000 shares of its common stock for sale at the price of $0.15 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. In connection with the Company’s selling efforts in the offering, our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participates in an offering of the issuer’s securities. Our officers and directors are not subject to any statutory disqualification, as that term is defined in Section 3(a) (39) of the Exchange Act. Our officers and directors will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Other than Mr. Naim Abdullah (‘Mr. Abdullah’), none of our officers and/or directors are, nor have they been within the past 12 months, a broker or dealer, and they are not, nor had he been within the past 12 months, an associated person of a broker or dealer. Mr. Abdullah will not participate in any manner with the offer or sale of any of the securities being offered in this offering. At the end of the offering, our officers and directors will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our officers and directors will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

We will receive all proceeds from the sale of the 3,000,000 shares being offered. The price per share is fixed at $0.15 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek our shares of common stock quoted on the OTC Bulletin Board and/or OTC Link. To be quoted on the OTC Bulletin Board and/or OTC Link, a market maker must file an application on our behalf to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may occasionally be sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.15 per share.

To comply with the applicable securities laws of certain states, Company ’s securities will be offered or sold in those only if they have been registered or qualified for sale; exemption from such registration or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period when this Registration Statement is effective. We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

Terms of the Offering

The shares will be sold at the fixed price of $0.15 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 180 days. At the discretion of our board of directors, we may discontinue the offering before the expiration of the 180-day period.

Penny Stock Rules

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for selling his or her shares in our company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

DESCRIPTION OF BUSINESS

The Company was incorporated on January 21, 2016 as Forex Development Corporation, under the laws of State of Delaware. The Company provides an innovative and cost-efficient technology and business solution to Over-the-Counter (OTC) Online Brokers (hereinafter known as “customers”). Effective February 27, 2018, FDC changed its corporate name to FDCTech, Inc. The name change reflects the company's commitment to expand its business in crypto currency and blockchain technology solutions.

Company’s products are designed to provide a complete solution for all operating aspects of customer’s business including but not limited to trading terminal, back office, and risk management systems. The Company also provides business and management consulting which include the development of customers’ B2B sales and marketing divisions. The Company also provides turnkey business solutions to entrepreneurs and other non-broker entities seeking to enter FX and other OTC markets as OTC brokers or prime of prime brokers. The Company takes on customized software development projects specific to meet the needs of its customers.

The Company’s business solutions allow its customers to run their overall business better, increase trading revenues, cut operating costs, and enable them to anticipate market challenges using our proprietary based processes, state-of-the-art technologies, risk management tools, customized software development, and turnkey prime-of-prime business solution. At present, the Company does not have any patents or trademarks on its proprietary technology solutions. At present, the Company has three sources of revenues.

At present, the Company has three sources of revenues.

The Company’s customers are companies in the cryptocurrency and blockchain space, where it is acting as an adviser/strategic consultant and reseller of its proprietary technologies. The Company expects to generate additional revenue from its crypto related solutions, which include revenues from development of custom crypto exchange platform for customers, the sale of the non-exclusive source code of 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 technology architecture of crypto exchange platform for its customers. The initial capital requirement to produce such technologies comes from our customers as the Company takes on design-build software development projects for customers, where the Company develops these projects to meet the design criteria and performance requirements as specified by the customer.

There are several steps required to set-up a functional crypto exchange platform. Our customers are expected to seek necessary licensing approval and meet registration requirements in their respective jurisdictions. Customers are also responsible for establishing a relationship with the payment processing partner such as a bank. Subsequently, the Company intends to provide and maintain a payment gateway API, which will give users the power of adding and withdrawing funds. Liquidity is an essential aspect of the success of a cryptocurrency exchange marketplace. The trades at an exchange drive its liquidity and robust crypto exchange platform require seamless trading activity. To manage this liquidity at the customer’s crypto exchange business, the Company will integrate its customer crypto exchange’s liquidity position to other existing exchanges. The Company will provide a modern and robust API interface that connects liquidity and trade volume data between various crypto exchanges.

The Company is responsible for arranging, developing, and maintaining the technology architecture of the crypto exchange platform. This architecture includes but not limited to the trading engine, front-end user interface, functional website, cryptocurrency wallet, and administration console. The trading engine serves as the core of any exchange and is essential to smart order transaction execution, calculate balances, access and aggregation of the order book and match all the buy/sell transactions on an exchange. The front-end user interface is a user-friendly and intuitive interface with a minimalistic approach to offer an exceptional trading experience. The front-end user includes but not limited to user registration, funds deposit/withdrawal, view order book, transactions, balance, statistics, charts, buy/sell orders, and support features. The Company can customize the features of a console according to the specific business requirement of our customers, such as the option to edit trading fee, managing cryptocurrency listing, adding new currencies, crediting/debiting funds to wallets and addressing support issues. The Company’s involvement is limited to creating an interface between the crypto exchange platform and the digital asset owner and is not responsible for holding and maintaining the digital assets in the wallet.

The Company has dedicated up to four of its existing software developers and a project manager to complete the crypto exchange platform. The Company has also hired a front-end website designer and a team for implementing the front-end programming. The Company believes that the time required to set up an operating crypto exchange platform for its customers from start to finish may range from nine to twelve months. The anticipated timing depends on several factors including but not limited to customer’s licensing and registration requirement by different jurisdictions, the complexity of crypto exchange platform deployed, customer’s financial condition, and availability of necessary workforce. The Company estimates to complete its first crypto exchange platform for its customer by the fourth quarter of fiscal year ended December 31, 2018. The development of crypto exchange platform is part of the Information Technology & Software Development Services Agreement (‘ITSDS Agreement’) signed between the Company and the customer on February 5, 2018. The ITSDS Agreement includes Statements of Work (SOW) schedule where the Company is responsible for providing technical support to customer’s legacy system and will be responsible for product and software development on the legacy system. In addition, the Company has agreed to develop a crypto currency exchange platform under the SOW. In the ITSDS Agreement, either party shall have the option to terminate this Agreement, without cause, by providing ninety (90) day notice of its intent to terminate the Agreement without cause.

There has been no financial impact of ITSDS Agreement for the period from January 21, 2016 (inception) to December 31, 2016 and year ended December 31, 2017. The total cost attributed to service ITSDS Agreement has been less than $15,000. The Company expects to budget up to $5,000 monthly to service the ITSDS Agreement. The funding to maintain the ITSDS Agreement and for the development of crypto exchange platform is provided by the customer.

The Company is only involved as a technology provider and software developer in the crypto space and does not mine, trade (acquire or sell cryptocurrencies), speculate or act as a trading 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.

Third Party Industry Accreditation

In July 2016, Financial Commission, a leading financial services industry external dispute resolution (EDR) organization, with a diverse membership of online brokerages and independent services providers (ISPs) provided the technology certification for the Company. Financial Commission conducted its rigorous review of Company’s platforms, including its Condor Risk Management Back Office for MT4, to ensure it met the technical information requirements of the Commission’s technology certification evaluation process. The Financial Commission established a comprehensive list of requirements to verify system security, capacity, business disaster recovery, and continuity plan, as well as reporting and record keeping, among other fields deemed necessary for the technology certification of the Company.

Consulting Services

The Company is a market leader in Broker-to-Broker (B2B) business solution where it offers market participants following solutions:

Start Your Own Prime Brokerage (SYOPB):The Company transforms existing OTC Online Brokers’ B2C (Broker to Customer or Broker to the Retail Trader) to B2B business by establishing and developing their strategic business division, also known as Prime of Prime. Unlike traditional consulting solutions, the Company leverages its development team in and underpins it’s SYOPB consulting solutions with proprietary technology and/or software development services in order to maintain client longevity. The Company believes the combinations of business know how and proprietary technology provides the Company a competitive advantage in OTC trading marketplace.

In SYOPB solution, the Company provides following services to its customers:

As compensation for these consulting services, customers pay the Company a set-up fee, and a monthly maintenance fee, and in some cases the Company earns profit sharing from the strategic business division (See Note 2). To date, the Company has not earned any revenues through profit sharing from its customers.

Start Your Own Brokerage (SYOB): The Company provides this turnkey solution to entrepreneurs and investors seeking to become FX or OTC Online Brokers.

In SYOB solution, the Company provides following services to its customers:

As a compensation for this advisory service, customers pay the Company a fee, monthly maintenance fee, and profit sharing. In most cases, the Company will earn income from SYOPB solution indirectly by engaging these clients via its SYOPB clients (See Note 2).

Liquidity Solutions: The Company management’s 30+ years of industry relationships provide direct market access to liquidity for forex, precious metals, and energy. The Company can connect liquidity takers such as Banks, FX Brokers, Prime Brokers, Prime of Prime and other institutions with major liquidity-providers to reduce liquidity takers’ spread costs and allow them a competitive advantage for their margin business.

Lead Generations: The Company offers lead generation services where it assists Prime Brokers, Retail Brokers and other financial institutions in building their B2B business by stimulating and capturing the interest of potential customers in their products or services for developing sales.

Technology Solutions

The Company’s suite of proprietary technology solutions is designed to provide a benefit to all operating aspects of our customers’ business. Because of our technology solutions, customers can enhance their trading revenues and reduce operating costs. The Company provides technical support for all its products.

Condor Risk Management Back Office for MT4 Platform: The Company’s Condor Risk Management provides the comprehensive back-office functionality that is not available with MT4 Platform, an electronic trading platform widely used by online retail foreign exchange speculative traders. Condor Risk Management is also compatible with other FIX based online trading platforms as major OTC front-end trading platforms and systems do not have complete back-office and customer relationship management functionality.

Condor Risk Management is designed to mitigate operational and trading risks and increase operational efficiencies of Online FX brokerages. Condor Risk Management offers full flexible integration capabilities to all industry accepted FIX trading platforms including MT4, MT5, eToro OpenBook, Plus500 Trader, TradeStation, and xStation. This solution allows customers to manage straight – through – processing (STP) trades as all trades are auto recorded from one or multiple front-end dealing platforms. Condor Risk Management covers the entire range of financial products including but not limited to FX, and other OTC products. Condor Risk Management handles trade confirmations, payments, settlements, accounting, statements, introducing broker’s reports, and all maintenance regulatory and audit activities.

Based on the internal policies and specific needs of customers, Condor Risk Management can be customized to fit the operating workflows, payments and trade confirmations. Some of the regulated OTC Online Brokers rely on Condor Risk Management for its wide-ranging instrument coverage, flexible configuration, and efficient error-free processing. Condor Risk Management allows customers to process and manage a broad range of financial instruments: FX, Indices, and other financial instruments. The Company has successfully tested and integrated Condor Risk Management with many leading front-end trading and dealing platforms and systems. All trades are seamlessly passed on from the front end (single or multiple) to Condor Risk Management for trade confirmation, trade settlement and general ledger accounting and trial balances.

The Company earns a recurring monthly maintenance fee for the use of its Condor Risk Management Back Office (See Note 2).

Condor FX Pro Trading Terminal: The Company intends to expand its product offering further by launching and promoting Condor FX Pro Trading Terminal. Condor FX Pro is a state-of-the-art multi-asset algorithmic trading platform allowing traders to trade different instruments, such as FX, and other OTC products via a simple and unified user interface, which will be initially available as a desktop option. This algorithmic multi-asset trading platform benefits our customers as they will be able to offer an all-in-one trading system for retail traders, proprietary traders, quantitative hedge funds, and investment banks. Condor FX Pro enables the development, simulation, and execution of multiple complex strategies.

Our development team comprises industry experts who are in the process of designing the Condor FX Pro to be a Java-based algorithmic trading platform that enables traders to rapidly develop, simulate, deploy and automate any quantitative trading strategy for any FX and other OTC market. Some of the other potential benefits are:

The Company plans to earn a competitive one-time set-up fee and recurring monthly maintenance fees for Condor FX Pro Trading Platform from its potential customers (See Note 2).

Condor Pricing Engine (Condor PE): The Company is modifying, upgrading and improving an existing third-party technology into a superior FX e-commerce solution that will enable brokers to combine smart liquidity management/aggregation, risk management, multiple pricing, smart order routing system, and execution into a single end-to-end platform. This technology will allow brokers to benefit from algorithm trading, fragmented OTC pricing, and intelligent auto hedging.

Condor PE shall allow brokers to combine current real-time pricing from multiple liquidity sources and analyze historical data to identify favorable trading conditions on a real time basis quickly. The Condor PE helps key components of OTC Online brokers.

These include:

The Company plans to offer this technology to qualified Customers for a minimum monthly maintenance fee and a potential profit sharing model (See Note 2).

Customized Software Development

The Company has a highly experienced software team, which has developed successful forex software solutions for major forex industry leaders. Our solutions are cost-effective, error-free, and seamless and delivered on time. In most cases, the Company takes on design-build software development projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the Software Development Agreement (“Agreement”). These projects often include customized front-end and back-end development for OTC Online brokers. The Company specializes in several computer programming languages such as C#, java, scala, c++, delphi, php,NET, JavaScript, angularjs to name a few. Further, the Company has expertise in several relational database management systems including but not limited to Oracle, MSSQL, and MySQL, and provides server maintenance, management, and security services to its customers.

The Company is paid a monthly software development fee for the term of the Agreement (See Note 2).

Business Strategy

Our experienced management and in-house software development team have carefully designed various B2B business solutions to meet the needs of OTC Online Brokers. Our solution targets OTC Online brokers of all sizes and stages - whether our potential customer is a start-up company or an established OTC Online broker, it is easier, less risky, and more cost efficient for customers to enter Prime of Prime or OTC Online broker space using our turnkey solution. Our advisory services and proprietary technologies enable customers to adapt to regulatory changes and market shifts quickly while enhancing the end-user/trader experience.

We intend to grow our core business, increase market share, and improve profitability principally by deploying the following growth strategies:

The Company aims to be flexible and responsive to its sales and marketing strategies to provide an omnichannel customer experience. Therefore, our primary focus is on different customer acquisition channels to expand our customer base. The Company is actively being integrating both digital (online marketing, website, blogs, and social media) and traditional channels (conferences, trade shows, phones, direct meeting) effectively as we are aware that one-size-fits-most customers do no longer work.

We implement an effective marketing funnel where we map out our customer’s journey from when a customer is a lead and then put specific strategies in place that will encourage them to move through this funnel. We create awareness of our solutions through direct marketing strategy, where we use a combination of approaches. This includes but not limited to online banner advertising, SEO marketing, email outreach, event promotion, including educational seminars, conferences, and public and media relations, all of which are designed at driving prospective customers to Forexdevelopment.com or encourage them to contact one of our specialists. We also encourage customers to participate in the demo or webinar or consultation call where our expert shows them why they need our solutions and exactly how it will benefit them.

We also utilize many indirect channels where a network of industry professionals, introducing and referring brokers (collectively “RB/IB”) as third parties promote our services in exchange for performance-based compensation. In most cases, RB/IB carry out the lead generation function while our staff provides the customer and technical service.

Most of the marketing and branding initiatives are taken in-house by our team where we effectively leverage social media, content marketing, and integrated models to keep the continuity of our message and maintain critical customer relationships on a one on one basis.

Subsidiaries of the Company

In April 2016, the Company established its wholly owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company, incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly owned subsidiary – FXClients Limited (“FXClients”) under the United Kingdom Companies Act 2006 as a private company. Both FRH Prime and FXClients are established to conduct financial technology service activities.

For the for the three months ended March 31, 2018 and March 31, 2017, FRH Prime has generated volume rebates of $2,696 and $258 respectively from Condor Risk Management Back Office for MT4 Platform. For the for the fiscal year ended December 31, 2017 and period from January 21 to December 31, 2016, FRH Prime has generated volume rebates of $16,947 and $0 respectively from Condor Risk Management Back Office for MT4 Platform. There have been no significant operating activities in FXClients.

MARKETING AND SALES

The Company aims to be flexible and responsive to its sales and marketing strategies to provide an omnichannel customer experience. Therefore, our primary focus is on different customer acquisition channels to expand our customer base. The Company is actively being integrating both digital (online marketing, website, blogs, social media) and traditional channels (conferences, trade shows, phones, direct meeting) effectively as we are aware that one-size-fits-most customers do no longer work.

We implement an effective marketing funnel where we map out our customer’s journey from when a customer is a lead and then put specific strategies in place that will encourage them to move through this funnel. We create awareness of our solutions through direct marketing strategy, where we use a combination of approaches. This includes but not limited to online banner advertising, SEO marketing, email outreach, event promotion, including educational seminars, conferences, expos and public and media relations, all of which are designed at driving prospective customers to Forexdevelopment.com or encourage them to contact one of our specialists. We also encourage customers to participate in the demo or webinar or consultation call where our expert shows them why they need our solutions and exactly how it will benefit them.

We also utilize many indirect channels where a network of industry professionals, introducing and referring brokers (collectively “RB/IB”) as third parties promote our services in exchange for performance-based compensation. In most cases, RB/IB carries out the lead generation function while our staff provides the customer and technical service.

Most of the marketing and branding initiatives are taken in-house by our team where we effectively leverage social media, content marketing, and integrated models to keep the continuity of our message and maintain critical customer relationships on a one on one basis.

INDUSTRY AND COMPETITIVE ANALYSIS

The OTC/FX trading technology vendor market is highly fragmented and extremely competitive. The Company faces both direct and indirect competition. In many cases we compete with our customers - OTC Online brokers, as often they have their proprietary trading solutions. These solutions include but not limited to the trading platform – desktop, web based and mobile, algo trading platform, social trading platform, high frequency trading platform, bridge technologies, back office, FX e-commerce, CRMs, risk management tools, FX education tools, and other necessary software needed to access OTC marketplace.

We face direct competition from retail platform providers such as MetaQuotes, cTrader, SIRIX Trader, xStation, FXTM, ActTrader, Fortex, AvaTrade, Plus500, and several others. Further, many social trading platforms allow traders to share their trades and trade ideas with other traders. These forex networks which offer both social trading and community aspect, as well as auto trading capabilities allow the end user to automatically copy or mirror the trades from other traders on the network in their trading account. Some of the popular social trading platforms are ZuluTrade, ‘etoro’, Ayondo, Tradeo, Copyop, Instaforex, and others. Institutional traders worldwide use FlexFX, Currenex, Integral, Hotspot, and MaxxTrader to name a few, where customers get access to liquidity, manage execution and aggregate liquidity across the spot, forwards, swaps, non-deliverable forwards and precious metals.

Some of our competitors offer a complete suite of technology solutions including but not limited to software, solutions, services and trading platforms to institutional and retail brokerage firms in the foreign exchange, & spot metals marketplace. These integrated technology solution providers include companies like Forexware, Shift Forex, Integral, Leverate, and others.

EMPLOYEES

A team of industry professionals with stellar forex/OTC industry credentials has joined the Company to develop, market and distribute a complete turnkey and integrated solution to establish, manage and grow financial technology business. The team has extensive experience in building and growing marquee FX companies from the start-up stage to multi-million-dollar companies.

Our team brings deep industry knowledge where each member on an average has 15 years of experience working with the world’s most prestigious financial institutions from NYSE listed companies to Tier 1 Banks and OTC Online Brokers. Our team stays ahead of the curve and continually creates innovative business and technology solutions that meet the specific needs of our customer so that they become the best-run company in their competitive landscape.

The Company has five employees, of which four are officers and are currently independent contractors. The Company has no written agreements with any of these officers. Three of the officers devote 100% of their time to the Company and Mr. Firoz, the CFO, devotes approximately 90% or more of his time to the Company. Mr. Firoz is Managing Director of Match-Trade Technologies LLC, a private company (“MTT”), engaged in providing turnkey trading solutions for FX Brokers, ECN Venues and Crypto Exchanges. He spends approximately less than 10% of his time with MTT. The Company believes that there is no conflict of interest between the work performed by Mr. Firoz with the Company and with MTT. Each officer and director update his/her competing interests at least annually and as necessary (because of changes in the officer or director’s circumstances) during the year. Depending on the agenda to be covered at each board meeting, directors should make further declarations about possible conflicts that might arise during the board meeting.

The Company intends to convert all of its officers to employee status in the second quarter of 2018. We also hire software developers who are independent contractors on a project to project basis and engage consultants on an as-needed basis to supplement existing staff. All our employees, consultants, and contractors that are involved with sensitive and/or proprietary information have signed non-disclosure agreements.

All oral agreements with our officers are on at “at-will” basis and the work is performed, currently, as independent contractors.

OFFICES

At present, the Company leases office space at 1460 Broadway, New York, NY 10036. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue a month-to-month basis (any term after the Commitment Term a “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) full calendar month prior to the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). For the fiscal year ending December 31, 2017, the rent payment or membership fee at the office was $950 per month. For fiscal year 2018, the rent payment or membership fee at the office is $890 per month and is included in the General and administrative expense. From January 1, 2018 to July 31, 2018, the Company has received a discount of $890 per month on its rent payment.

LEGAL PROCEEDINGS

The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is considered probable, and the amount can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, theThe Company records the minimum estimated liability.liability where it can reasonably estimate a range of loss with no best estimate. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, and revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded to expenseexpenses as incurred.

The Company currently is not involved in any litigation.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD AND OTC LINKS

We intend to have our common stock be quoted on the OTC Bulletin Board and/or OTC Link. If our securities are not quoted on the OTC Bulletin Board and/nor OTC Link, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (ii) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board and/or OTC Link, the Company’s equity security should have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board and/or OTC Link our securities will trade on the OTC Bulletin Board and/or OTC Link until a future time, if at all. We may not now, and it may never qualify for quotation on the OTC Bulletin Board and/or OTC Link.

TRANSFER AGENT

We have not retained a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

HOLDERS

As of the date of this prospectus, the Company had 68,533,332 shares of our common stock issued and outstanding held by 27 holders of record. The Notes are convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event, will the conversion price be less than $0.05 per share with a maximum of 20,000,000 shares if the entire Note was converted, subject to adjustments in certain events. Further, holders of Series A Preferred are entitled to 50 non-cumulative votes per share on all matters presented to our stockholders for action. Holders of Series A Preferred have no rights to convert into common stock of the Company.

DIVIDEND POLICY

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. See the Risk Factor entitled, “Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.”

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

We have no equity compensation or stock option plans.

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

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer, and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which is not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

PLAN OF OPERATIONS

The Company’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has earned $720,311 in revenues from January 21, 2016 (inception) to March 31, 2018.

Three Months Ended March 31, 2018 compared to Three Months Ended March 31, 2017

At March 31, 2018 and December 31, 2017, the accumulated deficit was $744,014 and $638,717 respectively.

The revenues generated for the three months ended March 31, 2018 and 2017 was $103,506 and $95,455 respectively. During the three months ended March 31, 2018 and 2017, the Company incurred a net loss $105,297 and $151,950 respectively.

Fiscal Year Ended December 31, 2017 and from January 21 to December 31, 2016

At December 31, 2017 and December 31, 2016, the accumulated deficit was $638,717 and $244,161 respectively.

For the fiscal year ended December 31, 2017 and from the period January 21, 2016 to December 31, 2016, the Company has realized revenues of $555,355 and $61,450 respectively. During the fiscal year ended December 31, 2017 and period from January 21 to December 31, 2016, the Company incurred a net loss of $394,556 and a $244,161 respectively.

The Company intends to continually upgrade its Condor Risk Management to meet the regulatory requirements under various jurisdictions including but not limited to directives under Markets in Financial Instruments Directive (MiFID II/MiFIR), a legislation by European Securities and Market Authority (ESMA) that is set to be implemented across the European Union on January 3rd, 2018. In the second quarter of fiscal year ending December 31, 2018, the Company expects to release, market and distribute its Condor FX Pro Trading Terminal and MT4 Plugins which will allow traders to trade on Condor FX Pro Trading front-end and MT4 trading platform via single wallet. The Company estimates to complete its first crypto exchange platform for its customer by the fourth quarter of fiscal year ended December 31, 2018. The development of crypto exchange platform is part of the Information Technology & Software Development Services Agreement (‘ITSDS Agreement’) signed between the Company and the customer on February 5, 2018.

The Company has necessary funding and in-house capabilities for the development of these projects. The Company budgets $90,000 for sales and marketing campaign in the next twelve months. Should we require additional capital to the extent the Company’s operations are not sufficient to fund its capital requirements, the Company may attempt to enter the restructuring of Notes, or refinance existing Notes with financial institutions or attempt to raise capital through the sale of additional capital stock or through the issuance of debt.

The Company’s ability to continue as a going concern may be dependent on the success of management’s plans. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

To the extent the Company’s operations are not sufficient to fund the Company’s capital requirements, the Company may attempt to enter into a revolving loan agreement with financial institutions or attempt to raise capital through the sale of additional capital stock or through the issuance of debt.

As of March 31, 2018, the Company issued four convertible notes collectively known as FRH Group Note for net cash proceeds of $1,000,000.

FRH Group Note Summary

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

The following table lists, as of the date of this prospectus,September 20, 2021, the number of shares of common and Series A Preferred Stock of our Company that areis beneficially owned by (i) each person or entity is known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all sole officer and director as a group. Information relating to beneficial ownership of the common stock by our principal shareholders and management is based upon information furnished by each personperson’s information using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60sixty (60) days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 68,533,33290,661,264 shares of our common stock issued and outstanding as of the date of this prospectus.September 20, 2021.

ForIn the fiscal year ending December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders in consideration of services rendered to the Company. Further, the Company agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively, as the founders in consideration of services rendered to the Company.

⁽¹⁾Addresses for all officers and directors are 1460 BROADWAY, NYC, NY 10036.200 Spectrum Drive, Suite 300, Irvine, CA 92618.

⁽²⁾In the event if the Noteholder converts the entire Notes are converted with a maximum of 20,000,000 shares subject to adjustments in certain events.circumstances. Mr. Felix Hong is the principal shareholder of FRH Group Ltd. and is considered the beneficial owner of the shares. The percentages for FRH Group Ltd. isare calculated based on 88,533,33290,661,264 shares of our common stock issued and outstanding based on the note’s entire conversion of the note.conversion.

⁽³⁾Series A preferred arePreferred Stock is entitled to 50fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. As a result, on a vote per share basis, 4,000,000 Series A Preferred Shares which represent 69.32% and 68.60%69.29% voting percentage Before and After the offering respectively.on a fully diluted basis.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement, or similar benefits for directors or executive officers, except that our directors and executive officers receive stock options at the discretion of our Board. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may result in a change in control of our company at a subsequent date.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In April 2016, the Company established its wholly ownedwholly-owned subsidiary – FRH Prime Ltd. (“FRH Prime”), a company incorporated under section 14 of the Companies Act 1981 of Bermuda. In January 2017, FRH Prime established its wholly ownedwholly-owned subsidiary – FXClients Limited (“FXClients”), under the United Kingdom Companies Act 2006 as a private company. BothThe Company established FRH Prime and FXClients are established to conduct financial technology service activities. At present, both companies have ceased to exist.

For the fiscal year ended December 31, 2017,three and six months ending June 30, 2021, and 2020, FRH Prime has generated volume rebates of $16,947$0 and $1,861, respectively, from Condor Risk Management Back Office for MT4 Platform.Office. The Company has included rebates in revenue in the consolidated income statements. There have been no significant operating activities in FXClients.

Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder of the Company (“FRH”). The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019. The Notes arewere convertible into common stock initially at $0.10 per share but may bemaybe discounted under certain circumstances, but incircumstances. In no event will the conversion price be less than $0.05 per share. The Notes carry an interest rateshare with a maximum of 6% per annum which is due and payable at20,000,000 shares if FRH converts the maturity date.

Between March 15 and 21, 2017,entire subject to adjustments in certain circumstances. On February 22, 2021, the termsCompany entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and conditionsFRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock of the Stock PurchaseCompany (the “Shares”) to FRH. Following the Agreement, FRH assigned the Company issued 1,000,000 sharesShares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share for a cumulative cash amount of $70,000. Ms. Eaglstein andFRH Group Corporation, an entity also owned by Mr. Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, who is the CEO and Director of the Company.Hong.

LEGAL MATTERS

Barnett & Linn, Attorneys at Law, will render a legal opinion as to the validity of the shares of the common stock to be registered hereby. Mr. Barnett, a principal in the firm, owns shares in the Company representing less than 0.005% of the Company’s issued and outstanding common stock.

EXPERTS

The financial statements of our company included in this prospectus, for the fiscal years ended December 31, 2020, and 2019, were audited by Farber Hass Hurley LLP (“FHH”) to the extent and for the period outlined in their report appearing elsewhere in the prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

No expert named in the registration statement of which this prospectus forms a part as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with such registration statement) or counsel named in this prospectus as having given an opinion upon the validity of the securities being offered pursuant to this prospectus, or upon other legal matters in connection with the registration or offering such securities was employed for such purpose on a contingency basis. Also, at the time of such preparation, certification or opinion or at any time thereafter, through the date of effectiveness of such registration statement or that part of such registration statement to which such preparation, certification or opinion relates, no such person had or is to receive, in connection with the offering, a substantial interest, as defined in Item 509 of Regulation SK, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, or voting trustee.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation and Bylaws provide that we may indemnify our officers and directors to the maximum extent permitted by Delaware law, and we have entered into agreements with our directors to provide contractual indemnification in addition to the indemnification provided in our Bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers andor persons controlling personsthe registrant pursuant to the foregoing provisions, described above, or otherwise, we havethe registrant has been advisedinformed that in the opinion of the SECCommission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the SEC indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and in the registration statement have been audited by Farber Hass Hurley, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the common stock hereby will be passed upon for us by The Law Offices of Barnett & Linn, Calabasas, California. William B. Barnett, a member of the firm of Barnett & Linn, is the owner of 500,000 shares of the Company’s common stock, which represents less than 1% of the Company’s issued and outstanding common stock.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Farber Hass Hurley LLP is our registered independent public registered accounting firm. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a Registration Statement on Form S-1, under the Securities Act of 1933, as amended, with respect to the securities offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all the information set forth in the registration statement, as permitted by the rules and regulations of the Commission. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. The registration statement and other information may be read and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the Commission.

Upon the closing of this offering we intend to file with the Commission a Form 8-A. We will become subject to the information and reporting requirements of the Exchange Act and in accordance with this law, we will file periodic reports, proxy statements Section 16 information and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.

 FDCTECH, INC.

FDCTECH, INC.

(Formerly Known As

Forex Development Corporation)

FINANCIAL STATEMENTS

As of

DECEMBER 31, 201722,670,000

Together with

ReportShares of Independent Registered Public Accounting Firm 

FDCTECH, INC.

(Formerly known as Forex Development Corporation)

Index to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of FDCTech, Inc. (formerly known as Forex Development Corporation)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FDCTech, Inc. (formerly known as Forex Development Corporation) and subsidiaries (collectively the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ending December 31, 2017 and for the period from January 21, 2016 (inception) to December 31, 2016, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the year ending December 31, 2017 and for the period from January 21, 2016 (inception) to December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter – Going Concern

The accompanying consolidated financial statements have been prepared to assume the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations since inception and has an accumulated deficit of $638,717 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Farber Hass Hurley LLP

We have served as the Company’s auditor since 2017.

Chatsworth, California

March 28, 2018

FDCTECH, INC.

(Formerly known as Forex Development Corporation)

CONSOLIDATED BALANCE SHEETS

See accompanying notes to the financial statements

FDCTECH, INC.

(Formerly known as Forex Development Corporation)

CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to the financial statements

FDCTECH, INC.

(Formerly known as Forex Development Corporation)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT