Investors who invest $10,000 or more in this offering will receive certain bonus Shares (“Bonus Shares”) with the amount of Bonus Shares to be received based on the amount invested. Fractional shares will not be distributed, and Bonus Shares will be determined by rounding down to the nearest whole Share. Assuming all investors qualify for the maximum number of Bonus Shares, 18,564,356 additional Bonus Shares will be issued in this offering, which will cause immediate dilution to any investor receiving a lesser percentage of Bonus Shares. Bonus Shares will be issued as follows:

·$10,000+ investment equals a 10% bonus 

·$20,000+ investment equals a 20% bonus 

·$30,000+ investment equals a 30% bonus 

·$40,000+ investment equals a 40% bonus 

·$50,000+ investment equals a 50% bonus 

·$60,000+ investment equals a 60% bonus 

·$70,000+ investment equals a 70% bonus 

·$80,000+ investment equals an 80% bonus 

·$90,000+ investment equals a 90% bonus 

·Investments over $100,000 equal a 100% bonus 

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our common stock is not now listed on any national securities exchange, quotation system or the Nasdaq stock market and there is no market for our securities. There is no guarantee, and it is unlikely, that an active trading market will develop in our securities. Investors should be prepared to hold our Shares indefinitely.

This offering is being made pursuant to Tier 2 of Regulation A, following the Form 1-A Offering Circular disclosure format.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” on Page 6.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

TABLE OF CONTENTS

This summary highlights some of the information in this circular. It is not complete and may not contain all of the information that you may want to consider. To understand this offering fully, you should carefully read the entire circular, including the section entitled “Risk Factors” and the exhibits, before making a decision to invest in our securities. Unless otherwise noted or unless the context otherwise requires, the terms “we,” “us,” “our,” “TA,” and the “Company” refer to TA Fintech, Inc. together with its wholly owned subsidiaries. In instances where we refer emphatically to “TA Fintech, Inc.” or where we refer to a specific subsidiary of ours by name, we are referring only to that specific legal entity. The term “Offering Circular” refers to this Offering Circular which comprises Part 2 of the of the Offering Statement (“Offering Statement”) filed with the SEC on Form 1-A of which this Offering Circular is a part.

The Company

TA Fintech, Inc. is a corporation organized under the laws of the state of Delaware.  The Company operates web platform, “TradeAlgo” (www.tradealgo.com), offering market data analytics and providing equitable access to disparate financial APIs and portfolio data.

The Company was originally formed on September 24, 2021 under the laws of the State of Delaware. The Company amended its Certificate of Incorporation on April 12, 2023 to authorize a total of 800,000,000 shares of common stock of the Company with a par-value of $0.001 per share and to perform a four for one forward stock split. On September 25, 2023, the Company filed a correction to its Articles of Incorporation to effectuate a forward stock split that was intended to have occurred December 27, 2021, when the Company increased its authorized Shares to 100,000,000, to split the Shares held by our sole officer and director.  

There is currently no trading market for the Company’s securities and none is likely to develop in the near future. We qualify as an Emerging Growth Company under the JOBS Act, which will entitle us to reduced reporting obligations for a limited period of time in the future should we become subject to the reporting requirement under the Exchange Act.

Our principal executive offices are located at 401 Park Avenue S, No.10, Ste 202, New York, NY 10016 and our telephone number is (877) 639-1327.

Business

The Company’s business consists of a ‘software-as-a-service” (“SAAS”) business model focused on providing market data services and solutions to retail investors, registered investment advisers (“RIA’s”) and hedge funds. Our market analytics are sold online in North America and through affiliate partnerships with financial media companies as well as a direct-to-consumer businesses model.

The power of social media, combined with the rising accessibility of digital trading apps, has significantly impacted markets for the retail investor. However, today’s markets are driven by petabytes of data available in real time. In contrast, our human brains are not able to process nearly this amount of information at once. As a result, investors and hedge fund managers are overwhelmed with market information, which can lead to a lack of transparency on a wide scale.

Specifically, the rapidly growing retail investor class has been left behind by larger financial data companies such as Bloomberg, Refinitiv, Reuters and many other legacy analytics companies without accessible price points.

TA builds tools that increase financial transparency for retail investors. Our institutional-grade investment technology captures vital market-moving data that is not commonly available to all investors.

Our platform provides a wide range of market data including a vast amount of historical data for the US market updated in real-time. End-of-day tick-level data for international markets available and consolidated US Equities from all major markets in real-time. Our proprietary software includes a real-time option radar with our comprehensive technical and fundamental market analysis algo showing Greeks / implied volatility of the underlying asset expected. Through our ATS data algorithm, you can visualize off-exchange market liquidity trading that occurs away from traditional stock exchanges in near real time. Through our partnerships with exchanges and data vendors, Trade Algo is able to provide financial data applications with some of the fastest quality data available. We have access to nearly 250 leading providers of deep data coverage through our network API ecosystem.

Leveraging this vast amalgamation of data, our software teams build intuitive and consumer friendly applications to turn insights into action. 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company incurred a net loss of $13,541,026 for the year ending December 31, 2022. As of that date, the Company had an accumulated stockholder deficit of approximately $5,806,697. Due to recurring losses from operations and the accumulated deficit the Company’s auditor has stated that substantial doubt exists about the Company’s ability to continue as a going concern.

Capitalization

Prior to this offering, the Company had the following securities issued and outstanding as of March 7, 2024:

148,465,034 Shares of common stock (post 4:1 forward stock split)

No outstanding options or warrants for Company securities.

Following this offering, assuming all offered Shares are sold and no other securities of the Company are issued, the Company will have the following securities issued and outstanding:

167,029,390 Shares of common stock if no Bonus Shares are issued and 185,593,746 if all Bonus Shares are issued.

No outstanding stock options or warrants for Company securities.

The above outstanding Share figures do not take into account any issuances since March 7, 2024. The Company is currently conducting an offering under Regulation CF.  

Use of Proceeds

In general, the Company will use net proceeds from the offering for operational working capital, marketing, product development, data acquisition / inventory, together with talent recruitment and hiring. See “Use of Proceeds” on page 19 for more detail.

The Offering

This Offering Circular relates to the sale of up to 18,564,356 Shares of our common stock at a price of $4.04 per Share, for gross proceeds of up to $74,999,998.24, assuming all Shares are sold. There is no minimum offering amount and no provision to escrow or return investor funds if any minimum number of shares is not sold. The minimum investment amount established for each investor is $500. All funds raised by the Company from this offering will be immediately available for the Company’s use.

Investors who invest $10,000 or more in this offering will receive certain Bonus Shares with the amount of Bonus Shares to be received based on the amount invested. Fractional shares will not be distributed, and Bonus Shares will be determined by rounding down to the nearest whole Share. Assuming all investors qualify for the maximum number of Bonus Shares, 18,564,356 additional Bonus Shares will be issued in this offering, which will cause immediate dilution to any investor receiving a lesser percentage of Bonus Shares. Bonus Shares will be issued as follows:

·$10,000+ investment equals a 10% bonus 

·$20,000+ investment equals a 20% bonus 

·$30,000+ investment equals a 30% bonus 

·$40,000+ investment equals a 40% bonus 

·$50,000+ investment equals a 50% bonus 

·$60,000+ investment equals a 60% bonus 

·$70,000+ investment equals a 70% bonus 

·$80,000+ investment equals an 80% bonus 

·$90,000+ investment equals a 90% bonus 

·Investments over $100,000 equal a 100% bonus 

For example, if an investor purchases 4,000 in Shares (for $16,160), he will receive 4,000 purchased Shares and 400 Bonus Shares.

Shares are being offered on a “best efforts” basis. We have engaged DealMaker Securities LLC to act as the Broker of record in connection with this Offering, but not for underwriting or placement agent services. We have also engaged affiliates of the Broker to provide technology and transfer agent services.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by wire transfer, ACH, or credit card through our subscription portal at www.invest.tradealgo.com. We have engaged Novation Solutions, Inc. dba DealMaker, an affiliate of Broker, to maintain our deal portal. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)I under the Securities Act, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by an investor who is a natural person for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth, unless the purchaser is an accredited investor. In the case of an investor who is not a natural person, revenues or net assets for the investors’ most recently completed fiscal year are used instead.

This offering will terminate at the earlier to occur of: (i) all Shares offered hereby are sold, (ii) three years from the date this Offering Circular, as amended, is qualified with the SEC, or (iii) such earlier date as determined by the Company.  

ABOUT THIS CIRCULAR

We have prepared this Offering Circular to be filed with the SEC for our offering of securities. The Offering Circular includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular.

You should rely only on the information contained in this Offering Circular and its exhibits. We have not authorized any person to provide you with any information different from that contained in this Offering Circular. The information contained in this Offering Circular is complete and accurate only as of the date of this Offering Circular, regardless of the time of delivery of this Offering Circular or sale of our shares. This Offering Circular contains summaries of certain other documents, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.

INDUSTRY AND MARKET DATA

The industry and market data used throughout this Offering Circular have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable. We have not engaged any person or entity to provide us with industry or market data.

TAX CONSIDERATIONS

No information contained herein, nor in any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. We are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. Federal, state and any applicable foreign tax consequences relating to their investment in our securities. This written communication is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department

Any investment in our common stock involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this Offering Circular before deciding whether to purchase our common stock. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. Some of these factors have affected our financial condition and operating results in the past or are currently affecting us. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Offering Circular. In addition to the other information provided in this Offering Circular, you should carefully consider the following risk factors in evaluating our business and before purchasing any of our common stock. Material risks identified by the Company are discussed in this section; however, discussion may not include all risks applicable to an investment in Shares to the extent such risks have not been contemplated by the Company.

Risks Related to this Offering and our Common Stock

There is no current market for any shares of the Company’s stock.

You should be prepared to hold this investment indefinitely. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment or be able to pledge their shares as collateral.

Investors will hold minority interests in the Company.

While the common stock is entitled to vote on Company matters, investors in their individual capacity will represent a minority of the Company’s authorized voting stock. Accordingly, individual investors should anticipate little or no ability to direct the Company’s operations.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering may at some point have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company and interest charged on unpaid card balances (which can reach almost 30% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution and Selling Shareholders.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the state of Delaware, regardless of convenience or cost to you, the investor.

As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is part. In the agreement, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the state of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

We do not anticipate paying any cash dividends.

We presently do not anticipate that we will pay any dividends on any of our common stock in the foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors (the “Board”). We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

We may need additional capital, and the sale of additional Shares or other equity securities could result in additional dilution to our stockholders.

We may require additional capital for the development and commercialization of our products and may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Our Chief Executive Officer beneficially owns a majority of the Company’s common stock. Accordingly, he will have significant influence over our affairs due to his substantial ownership coupled with his positions on our board and management team and haves substantial voting power to approve matters requiring the approval of our stockholders. For example, they will be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

The intended use of proceeds from this offering is more particularly described in the Section titled “Use of Proceeds,” however, such description is not binding and the actual use of proceeds may differ from the description contained therein. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The offering price of our Shares from the Company has been arbitrarily determined.

Our management has determined the Shares offered by the Company. The price of the Shares we are offering was arbitrarily determined based upon the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the common stock sold in this offering may be more or less than the fair market value for our common stock.

The best-efforts structure of this offering may yield insufficient gross proceeds to fully execute our business plan.

Shares are being offered on a best efforts basis. We are not required to sell any specific number or dollar amount of common stock, but will use our best efforts to sell the Shares offered by us. As a “best efforts” offering, there can be no assurance that the offering contemplated by this Offering Circular will result in any proceeds being made available to us.

We may not register or qualify our securities with any state agency pursuant to blue sky regulations.

The holders of our shares of common stock and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in states which require shares to be qualified before they can be resold by our shareholders.

We could face significant penalties for our failure to comply with the terms of our outstanding promissory notes.

Our outstanding promissory notes contain positive and negative covenants and customary events of default. In the event events of defaults occur under the notes, we could face significant penalties and/or liquidated damages , all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless.

We are relying on the exemption for insignificant participation by benefit plan investors under ERISA.

The Plan Assets Regulation of the Employee Retirement Income Security Act of 1974 (“ERISA”) provides that the assets of an entity will not be deemed to be the assets of a benefits plan if equity participation in the entity by benefit plan investors, including benefit plans, is not significant.  The Plan Assets Regulation provides that equity participation in the entity by benefit plan investors is “significant” if, at any time, 25% or more of the value of any class of equity interest is held by benefit plan investors.  Because we are relying on this exemption, we will not accept investments from benefit plan investments of  25% or more of the value of any class of equity interest.  If repurchases of shares reach  25%, we may repurchase shares of benefit plan investors without their consent until we are under such 25% limit. See the section of this offering circular captioned “ERISA Considerations” for additional information regarding the Plan Assets Regulation.

Shares are being offered under an offering exemption under Regulation A and, if it were later determined that such exemption was not available, purchasers would be entitled to rescind their purchase agreements.

Shares are being offered to prospective investors pursuant to Tier 2 of Regulation A under the Securities Act. Unless the sale of Shares should qualify for such exemption the investors might have the right to rescind their purchase of Shares. Since compliance with these exemptions is highly technical, it is possible that if an investor were to seek rescission, such investor would succeed. A similar situation prevails under state law in those states where Shares may be offered without registration. If a number of investors were to be successful in seeking rescission, the Company would face severe financial demands that could adversely affect the Company and, thus, the non-rescinding investors. Inasmuch as the basis for relying on exemptions is factual, depending on the Company’s conduct and the conduct of persons contacting prospective investors and making the offering, the Company will not receive a legal opinion to the effect that this offering is exempt from registration under any federal or state law. Instead, the Company will rely on the operative facts as documented as the Company’s basis for such exemptions.

Risks Related to our Business

Since we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our short operating history may hinder our ability to successfully meet our objectives and makes it difficult for potential investors to evaluate our business or prospective operations. As an early-stage company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a newer business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and could cause our business to fail.

We anticipate needing additional funding to pursue additional product development and launch and commercialize our products. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel additional product development or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to raise capital when needed or on attractive terms, we could be forced to delay future expansion and/or commercialization efforts. Any of these events could significantly harm our business, financial condition and prospects.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our historical financial statements have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has expressed substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, generate more revenue. The doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the Company.

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We do not have any key person insurance.

We expect to face intense competition, often from companies with greater resources and experience than we have.

Our industry is highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we have. Some of these competitors and potential competitors have more experience than we have in the development of products, including validation procedures and regulatory matters. In addition, our products compete with product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than we or our collaboration partners have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue.

We have substantial capital requirements that, if not met, may hinder our operations.

We anticipate that we will make substantial capital expenditures for research and product development work and expansion. If we cannot raise sufficient capital, we may have limited ability to expend the capital necessary to undertake or complete research and product development work and acquisitions. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes, or if debt or equity financing is available, that it will be on terms acceptable to us. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects.

Terms of subsequent financings may adversely impact your investment.

We will likely need to engage  in common  equity, debt, or preferred  stock financings in the future, which may reduce  the value of your investment in the Common  Stock. Interest on debt securities could increase  costs and negatively impact operating results. Preferred  stock could be issued  in series from time to time with such designation, rights, preferences, and limitations as needed  to raise capital. The terms of preferred stock could be more advantageous to those investors than  to the holders of Common  Stock. In addition, if we need to raise more equity  capital from the sale of Common  Stock, institutional or other investors may negotiate terms  that  are likely to be more favorable  than  the terms  of your investment, and possibly a lower purchase price per share.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guaranty that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.

We intend to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our development and commercialization plans and strategies develop, we expect to need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our company.

We may expend our limited resources to pursue a particular product and may fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.

Because we have limited financial and managerial resources, we have focused our efforts on particular products. As a result, we may forego or delay pursuit of opportunities with other products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any failure to improperly assess potential products could result in missed opportunities and/or our focus on products with low market potential, which would harm our business and financial condition.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational services, as detailed herein. Such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors, which could have a material adverse effect on our liquidity, results of operations and financial condition.

Management has complete discretion as to Use of Proceeds.

Our success will be substantially dependent upon the discretion and judgment of our management team with respect  to the application and allocation of the proceeds  of this Offering. The use of proceeds  described  below is an estimate based on our current business  plan. We, however,  may find it necessary or advisable  to re-allocate portions of the net proceeds  reserved  for one category to another, and we will have broad discretion in doing so.

Any inability to protect our intellectual property rights could reduce the value of our technologies and brands, which could adversely affect our financial condition, results of operations and business.

Our business is dependent upon our trademarks, trade secrets, copyrights and other intellectual property rights. There is a risk of certain valuable trade secrets being exposed to potential infringers. In addition, third parties have and may counterfeit our products. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business reputation or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a risk that we may have insufficient resources to counter adequately such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property and/or counterfeiting of our products, we could lose potential revenue, experience diminished brand reputation, and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

The novel coronavirus disease of 2019 (“COVID-19”) has had, and continues to have, broad impacts on multiple sectors of the global economy, making it difficult to predict the extent of its impact on our business.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this Offering Circular. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future. We have experienced negative impacts from COVID in the form of reduced sales, delayed operations, staffing difficulties, inability to effectuate certain business plans and the like.

If we fail to comply with government laws and regulations it could have a materially adverse effect on our business.

We are subject to extensive foreign, federal, state and local laws and regulations that are extremely complex. We exercise care in structuring our operations to comply in all material respects with applicable laws to the extent possible. We will also take such laws into account when planning future operations and acquisitions. The laws, rules and regulations described above are complex and subject to interpretation. In the event of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance however that we will not be found in noncompliance in any particular situation.

We may not maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters, risks of lawsuits from our employees, and risks of lawsuits from customers who are injured from or dissatisfied with our products. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on any Company indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.

We rely on third parties to provide services essential to the success of our business.

We rely on third parties to provide a variety of essential business  functions for us, including manufacturing, shipping, accounting, legal work, public relations, advertising, retailing, and distribution. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that we will experience  delays, defects, errors, or other problems with their work that will materially impact our operations and we may have little or no recourse to recover damages for these losses. A disruption in these key or other suppliers operations could materially and adversely affect our business. As a result, your investment could be adversely impacted by our reliance on third parties  and their performance.

The Company is vulnerable to cyber-security risks.

As an internet-based business, we may be vulnerable  to hackers who may access the data of our investors and the issuer companies  that utilize our platform. Further, any significant disruption in service on Trade Algo or in its computer systems could reduce the attractiveness of the platform and result in a loss of investors and companies interested in using our platform. Further, we rely on a third-party technology provider to provide some of our back-up technology. Any disruptions of services or cyber• attacks either on our technology provider or on Trade Algo could harm our reputation and materially negatively impact our financial condition and business.

Our business is subject to computer system disruption and cyber security threats, including a personal data or security breach, which could damage our relationships with our customers, harm our reputation, expose us to litigation and adversely affect our business.

We depend on digital technologies for the successful operation of our business, including corporate email communications to and from employees, customers, stores and vendors, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee and vendor information, the processing of credit card transactions, online e-commerce activities and our interaction with the public in the social media space. The retail industry, in particular, has been the target of many recent cyber-attacks. As part of our business model, we collect, retain, and transmit confidential information over public networks. In addition to our own databases, we use third party service providers to store, process and transmit this information on our behalf. We cannot control third parties and cannot guarantee that a personal data or security breach will not occur in the future either at their location or within their systems. Any misappropriation of confidential or personal information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors. We may also incur significant costs implementing additional security measures to protect against new or enhanced data security or privacy threats, or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential and personal information which are continuously being enacted and proposed. We could also face sizable fines, significant breach containment and notification costs to supervisory authorities and the affected data subjects, and increased litigation as a result of cyber security or personal data breaches.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

In the past twelve (12) months, the Company issued additional Shares to our sole officer and director pursuant to two forward stock splits applicable to all investors who held shares at the time of the forward stock splits, respectively. Thus, investors did not experience dilution as a result of such issuances to our sole officer and director. These Shares were issued for no cash consideration as compared to the $4.04 Share to be paid by investors in this offering. All shareholders in the Company may be subject to dilution from the issuance and exercise of any convertible securities, or if the Company issues more of its authorized stock.

We are offering up to 18,564,356 shares of common stock in the Company at a price per share of $4.04 for maximum offering proceeds of up to $74,999,998.24 if all offered Shares are sold. There is no minimum offering amount and no provision to return investor funds if a minimum number of Shares is not sold. All accepted subscription funds will be immediately available for the Company’s use. We intend to conduct multiple separate closings, which closings may be conducted on a rolling basis. Closings shall occur promptly after receiving investor funds. The minimum investment established for each investor is $500.

Investors who invest $10,000 or more in this offering will receive certain bonus Shares (“Bonus Shares”) with the amount of Bonus Shares to be received based on the amount invested. Fractional shares will not be distributed, and Bonus Shares will be determined by rounding down to the nearest whole Share. Assuming all investors qualify for the maximum number of Bonus Shares, 18,564,356 additional Bonus Shares will be issued in this offering, which will cause immediate dilution to any investor receiving a lesser percentage of Bonus Shares. Bonus Shares will be issued as follows:

·$10,000+ investment equals a 10% bonus 

·$20,000+ investment equals a 20% bonus 

·$30,000+ investment equals a 30% bonus 

·$40,000+ investment equals a 40% bonus 

·$50,000+ investment equals a 50% bonus 

·$60,000+ investment equals a 60% bonus 

·$70,000+ investment equals a 70% bonus 

·$80,000+ investment equals an 80% bonus 

·$90,000+ investment equals a 90% bonus 

·Investments over $100,000 equal a 100% bonus 

The sale of Shares will commence once this Offering Circular, as amended, is qualified by the SEC. This offering shall be terminated upon (i) the date which is three years from the date this Offering Circular or an amendment thereof, as applicable, is qualified by the SEC, (ii) the sale of the maximum offering amount of Shares for the offering, or (iii) such date as earlier terminated by the Company.

Agreement with DealMaker Securities, LLC

We have engaged DealMaker Securities, LLC as our Broker of record to assist in our self-driven capital raise on a best efforts basis of our interests in those states where Broker is registered to undertake such activities.  The Broker will not solicit potential investors, and is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

The Company has also engaged affiliates of the Broker, including Novation Solutions, Inc. O/A DealMaker (“DealMaker”) to create and maintain the online subscription processing platform for the offering.

Broker and its affiliates provide separate services to the Company to help facilitate the offering, from establishment of the platform to be used for subscription processing, through back-office operations/compliance. Although orchestrated through the Broker, each affiliate has separate compensation, and agreements embedded into the Broker’s services agreement. Once the offering is qualified, Investors will subscribe via the Company’s website and investor funds will be processed via DealMaker’s integrated payment solutions.

Fees, Commissions and Discounts

The following table shows the total maximum discounts, commissions, and fees payable to Broker and its affiliates, as well as certain other fees in connection with this Offering by the Company (the “Maximum Dollar Compensation”). There will not be any compensation that exceeds this dollar amount associated with the Offering.

Administrative and Compliance Related Functions

With the services provided by the Broker and its affiliates there are different fee types associated with the specific services, which are routine for those service providers. None of the fees for the services are indeterminant in nature, and therefore have their own set maximum fees, and as described above none of these fees will exceed the Maximum Dollar Compensation.

a.)Administrative and Compliance Related Functions 

Our Broker has agreed to provide the following services in advance of the offering for a one-time $20,000 advanced against accountable expenses:

Our Broker will also receive a cash commission equal to six and 50/100^th percent (6.5%) of the amount raised in the offering for providing the following services:

b) Technology Services

The Company has also engaged Novation Solutions Inc. O/A DealMaker (“DealMaker”), an affiliate of Broker, to create and maintain the online subscription processing platform for the offering.

After the qualification by the Commission of the Offering Statement of which this Offering Circular is a part, this offering will be conducted using the online subscription processing platform of DealMaker through our website whereby investors will receive, review, execute and deliver subscription agreements electronically as well as make payment of the purchase price through a third party processor by ACH debit transfer or wire transfer or credit card to an account we designate.

For these services, we have agreed to pay DealMaker:

For the avoidance of doubt, compensation payable to DealMaker will not exceed $32,000 (0.0004% of proceeds if the Offering is fully subscribed)

The compensation described above in a.) and b.) payable to Broker and affiliates, will, in aggregate, not exceed $4,927,000 (if the Offering is fully subscribed). In the event the Offering is partially subscribed, the fees described above shall not exceed the following maximums:

Broker has not investigated the desirability or advisability of investment in the interests, nor approved, endorsed or passed upon the merits of purchasing the interests. Broker is not participating as an underwriter and under no circumstance will it recommend our Company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Broker is not distributing any offering circulars or making any oral representations concerning this offering circular or this offering. Based upon Broker’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Broker in this offering as any basis for a belief that it has done extensive due diligence. Broker does not expressly or impliedly affirm the completeness or accuracy of the offering statement and/or offering circular presented to investors by our Company. All inquiries regarding this offering should be made directly to our Company.

Investor Suitability Standards

Our Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of our Company does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

1. an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not negative equity), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D.

In addition to the foregoing, each prospective investor must represent in writing that they meet, among other things, all of the following requirements:

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

We will be permitted to make a determination that the subscribers of interests in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov. We may accept or reject any subscription, in whole or in part, for any reason or no reason at all.

An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests.

How to Subscribe

After the Commission has qualified the offering statement, the offering will be conducted using the online subscription processing platform of Novation Solutions Inc. O/A DealMaker (“Technology Provider”), an affiliate of the Broker, through our website at https://invest.stratacapital.com whereby investors in the offering will receive, review, execute, and deliver subscription agreements electronically. Payment of the purchase price for the interests will be made through a third-party processor by ACH debit transfer or wire transfer or credit card to an account designated by us. We estimate total fees payable by our Company directly to the Technology Provider will be approximately $2,000 per month plus miscellaneous transaction fees.

The Technology Provider is not participating as an underwriter or placement agent of this offering and will not solicit any investments, recommend our securities, provide investment advice to any prospective investor, or distribute this offering circular or other offering materials to potential investors. All inquiries regarding this offering should be made directly to us.

The Company may close on investments on a “rolling” basis (so not all investors will receive their interests on the same date). Investors may subscribe by tendering funds via wire, credit or debit card, or ACH only, and checks will not be accepted. Investors will subscribe via the Company’s website and investor funds will be processed via DealMaker’s integrated payment solutions. Funds will be held in the Company’s payment processor account until the Broker has reviewed the proposed subscription, and the Company has accepted the subscription. Funds released to the Company’s bank account will be net funds (investment less payment for processing fees and a holdback equivalent to 5% for 90 days).

The Company will be responsible for payment processing fees. Upon each closing after reaching the Minimum Offering Amount, funds tendered by investors will be made available to the Company for its use.

In order to invest, you will be required to subscribe to the offering via the Company’s website integrating DealMaker’s technology and agree to the terms of the offering, subscription agreement, and any other relevant exhibit attached thereto.

Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of ten percent (10%) of his or her annual income or ten percent (10%) of their net worth (excluding the investor’s principal residence).

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. Broker will review all subscription agreements completed by the investor. After Broker has completed its review of a subscription agreement for an investment in the Company, and the Company has elected to accept the investor into the offering, the funds may be released to the Company.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, in the event an investor fails to provide requested follow up information to complete background checks or fails background checks, and in the event the Company receives oversubscriptions in excess of the maximum offering amount. Investors will be required to agree to indemnify our Company for misrepresentations of the investor within the subscription agreement or supplemental disclosures. Nonetheless, we may not require, and are not requiring, investors to waive any claims or remedies they may have against our Company under the Securities Act or Exchange Act. Once an investor’s interests have been issued, the investor will become a member of our Company.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or credit card will be returned to subscribers within thirty (30) days of such rejection without deduction or interest.

Jury Trial Waiver

The subscription agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, excluding any claim under federal securities laws. If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

Additional Information Regarding this Offering Circular

We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

From time to time, we may provide an “offering circular supplement” that may add, update or change information contained in this offering circular. We will also amend our offering statement annually while this offering is open to include updated financial statements. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or amendment. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the SEC.

The offering statement and all amendments, supplements and reports that we have filed or will file in the future can be read on the SEC website at www.sec.gov.

The following table illustrates the amount of net proceeds to be received by the Company on the sale of the Shares offered hereby. It is possible that we may not raise the entire $74,999,998.24 in Shares being offered through this Offering Circular. In such case, we will reallocate the use of proceeds as the board of directors deems to be in the best interests of the Company in order to effectuate its business plan. The intended use of proceeds are as follows:

 *The figures in the table above are rounded to the nearest whole dollar.

Notes:

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total offering, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the offering as unanticipated events or opportunities arise.

Organization

TA Fintech, Inc. is a Corporation organized under the laws of the state of Delaware.  The Company operates web platform “TradeAlgo” (www.tradealgo.com) offering market data analytics and providing equitable access to disparate financial APIs and portfolio data. The Company’s business consists of a ‘software-as-a-service” business model focused on providing market data services and solutions to retail investors, registered investment advisers and hedge funds. Our market analytics are sold online in North America and through affiliate partnerships with financial media companies as well as a direct-to-consumer businesses model.

The Company was originally formed with the name “Broad Bold Park, Inc.” on September 24, 2021 under the laws of the State of Delaware and thereafter renamed itself to TA Fintech, Inc. to align the Company’s brand with the fintech category. The Company amended its Certificate of Incorporation on April 12, 2023 to authorize a total of 800,000,000 shares of common stock of the Company with a par-value of $0.001 per share. On September 25, 2023, the Company filed a correction to its Articles of Incorporation to effectuate a forward stock split that was intended to have occurred December 27, 2021, when the Company increased its authorized Shares to 100,000,000, to split the Shares held by our sole officer and director.  The Company authorized a 4:1 forward stock split via amendment to the Company’s Certificate of Amendment of Certificate of Incorporation dated April 12, 2023. As of March 7, 2024 148,465,034 shares of common stock of the Company are issued and outstanding (post forward stock split).

There is currently no trading market for our securities and none is likely to develop in the near future. We qualify as an Emerging Growth Company under the JOBS Act, which will entitle us to reduced reporting obligations for a limited period of time in the future should we become subject to the reporting requirement under the Exchange Act.

Our principal executive offices are located at 401 Park Avenue S, No.10, Ste 202, New York, NY 10016 and our telephone number is (805) 699-5144.

Business Operations

The Company operates web platform “TradeAlgo” offering market data analytics and providing equitable access to disparate financial APIs and portfolio data. TradeAlgo is a global market data leader on a mission to make investing simple and fair. Modern investors require access to real-time data for independent insights, and TradeAlgo provides these insights through cutting-edge algorithms and AI. Our goal is to usher in a new era of equitable trading by providing retail investors the tools that only hedge funds and large corporations have enjoyed - until now.

The Company’s business consists of a ‘software-as-a-service” business model focused on providing market data services and solutions to retail investors, registered investment advisers and hedge funds. Our market analytics are sold online in North America and through affiliate partnerships with financial media companies as well as a direct-to-consumer businesses model.

The power of social media, combined with the rising accessibility of digital trading apps, has significantly impacted markets for the retail investor. However, today's markets are driven by petabytes of data available in real time. In contrast, our human brains are not able to process nearly this amount of information at once. As a result, investors and hedge fund managers are overwhelmed with market information, which can lead to a lack of transparency on a wide scale.

Specifically, the rapidly growing retail investor class has been left behind by larger financial data companies such as Bloomberg, Refinitiv, Reuters and many other legacy analytics companies without accessible price points.

TA builds tools that increase financial transparency for retail investors. Our institutional-grade investment technology captures vital market-moving data that is not commonly available to all investors.

Our platform provides a wide range of market data including a vast amount of historical data for the US market updated in real-time. End-of-day tick-level data for international markets available and consolidated US Equities from all major markets in real-time. Our proprietary software includes a real-time option radar with our comprehensive technical and fundamental market analysis algo showing greeks / implied volatility of the underlying asset expected. Through our ATS data algorithm, you can visualize off-exchange market liquidity trading that occurs away from traditional stock exchanges in near real time. Through our partnerships with exchanges and data vendors, Trade Algo is able to provide financial data applications with some of the fastest quality data available. We have access to nearly 250 leading providers of deep data coverage through our network API ecosystem.

Leveraging this vast amalgamation of data, our software teams build intuitive and consumer friendly applications to turn insights into action. 

Market Information

Global spending on financial market data and news continued its decade-long growth streak with revenues jumping 5.9% to a record $33.2 billion as recently as 2020. Financial market desktops users totaled over 1.7 million in 2020, led by FactSet, Morningstar and S&P Global Market Intelligence, with Refinitiv and Bloomberg remaining the largest providers

Our market is currently estimated at approximately $32 billion to $33 Billion. Global spending on financial market data is expected to exceed historical growth rates, with 56% of respondents in Burton-Taylor's Financial Market Data 2021 Kick- off survey expecting spending to be much higher or moderately higher than the 5- year CAGR of 4.0%.* 

Competitive Conditions

The Company has several major competitors in the market data category. Some of the top competitors in our industry include: Bloomberg, Dow Jones/Factiva, FactSet, FIS MarketMap, ICE (Pricing & Analytics + Desktop), IRESS, IHS Markit, Moody's Analytics, Morningstar, Quick, S&P Global Market Intelligence, SIX Financial, Refinitiv. Bloomberg is the industry leader and the Company’s primary competition in the market data industry.

Bloomberg ranks 1st in global revenue in all user groups except Investment Bankers/Corporate Financiers and Research Analysts (where S&P Global Market Intelligence leads.) Refinitiv also owns significant market share and Refinitiv holds the top spots in Investment Banking and FX/Treasury Sales & Trading and Platts remains the leader in the Energy data segment. Moody's Analytics and TP ICAP are the fastest growing companies in most categories, as measured by five-year growth rates.

The financial market data/analysis industry generates $32 + billion in revenue although not all providers experience equal success. Despite the present competitive landscape, Trade Algo stands out in the data/analysis industry because of our focus on technology deploying algorithms and machine learning. 

Intellectual Property

Trade Algo has other intellectual property that it has developed or licenses including API vendor relationships, Cloud services, Market Data from Al 19 Exchanges, software licenses and contractual access to data feeds.

Trade Algo's domain expertise in financial data analysis and access to a vast network of data providers, coupled with their proprietary algorithms, enable them to offer comprehensive market insights and real-time trading information to their clients. This level of expertise and data access allows Trade Algo to provide end-of-day tick-level data for international markets, consolidated US equities from major markets in real-time, and a real-time option radar with comprehensive technical and fundamental market analysis, showing Greeks and implied volatility of the underlying asset. Additionally, Trade Algo's AT'S data algorithm enables visualization of off-exchange market liquidity trading that occurs away from traditional stock exchanges in near real-time.

However, Trade Algo doesn't just provide clients with data and insights - they also offer mentorship and coaching strategies to help traders put this information into action. Through their proprietary mentorship and coaching strategies, Trade Algo empowers traders to apply their insights to the market effectively and profitably. By providing personalized coaching and guidance, Trade Algo's clients are better equipped to navigate the complex world of finance and make informed trading decisions based on the most up-to-date and accurate market data available.

Employees

At the time of filing, the Company, directly or through its subsidiaries, currently has approximately 12 employees, 12 of which are full-time employees and none of which are part-time. Further, we contract out for marketing, product development and operational services. The loss of certain of these providers would be detrimental to our business.

Certain crucial contracted service providers include the following:

AWS

(AWS) provides a broad array of services critical to TradeAlgo's continuity of operations. These include cloud computing, storage, machine learning, analytics,  security, database management, developer tools, and enterprise applications. Without AWS's critical services TradeAlgo would be severely hampered. 

 OPRA 

CBOE serves as the OPRA administrator and is critical for all TradeAlgo's real time options quotes. The Securities Industry Automation Corporation (SIAC) administers the Securities Information Processor (SIP) for OPRA. The SIP gathers the last sale and quote information from each of the participant exchanges. SIAC then consolidates and disseminates that data to approved vendors.

DX Feed

dxFeed is a critical service provider for TradeAlgo market data. Their vendor services provide data service streaming normalized real-time and delayed market data directly from exchanges and other financial data sources worldwide. dxFeed feed handlers are connected directly to the market data sources.

JIRA

Jira Software is the central hub for TradeAlgo's coding, collaboration, and release stages. It integrates with a variety of quality assurance apps, and allows for customizable fields, workflows and screens. All of these enable our teams to manage manual and automated tests in our software development cycle seamlessly and effectively.

TSGS

Technology Services Group Singapore provides the Company with a wide range and scope of business services to help us run our business more efficiently and effectively, including marketing, operations, software development and project management services.

Reports to Security Holders

We are required to keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our board of directors in accordance with the Internal Revenue Code. We will file with the SEC periodic reports as required by applicable securities laws.

Under the Securities Act, we must update this Offering Circular upon the occurrence of certain material events. We will file updated Offering Circulars and Offering Circular supplements with the SEC. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are offered pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the SEC. We will provide such documents and periodic updates electronically through the SEC’s EDGAR system at www.sec.gov. We will provide holders with copies via email or paper copies at any time upon request.

Government Regulation

We are subject to general business regulations and laws as well as Federal and state regulations and laws specifically governing the Internet and e-commerce and privacy. Existing and future laws and regulations may impede the growth of the Internet, online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations.

Bankruptcy, Receivership, Etc.

Not applicable.

Legal Proceedings

We are not aware of any pending or threatened legal proceedings in which we are involved.

Reclassification, Merger, Consolidation, Etc.

Not applicable.

The Company leases office space at 401 Park Avenue S., No.10, Ste. 202, New York, NY 10016. We believe that all such property has been adequately maintained, is generally in good condition, and is suitable and adequate for our business.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our financial statements have undergone a thorough examination and audit by reputable firms. For the fiscal year of 2022, the audit examination was carried out by Abdi Sheik-Ali CPA, PLLC, while the fiscal year of 2021 was audited by SetApart Financial Services. We strongly recommend that the discussion in this document be read in tandem with our audited financial statements and their notes.

Operating Results

In the fiscal year that ended on December 31, 2022, our organization saw a significant increase in revenue, amounting to a sum of $9,499,858. This revenue was a marked increase compared to the preceding year that ended on December 31, 2021, during which the Company's revenues were recorded at a more modest $3,291. It is important to emphasize that the substantial part of the revenue recorded in the fiscal year 2022 was deferred revenue. This is primarily attributable to the strategic decision made by the company to pre-sell its products and services, effectively securing a financial commitment from our customers ahead of time.

In terms of operational financial performance, the Company registered an operating loss of $13,269,604 in the fiscal year that ended in December 2022. In comparison, the Company recorded a loss of $12,327 in the previous fiscal year, ended in December 2021. The more substantial loss in 2022 can be attributed to the Company's conscious decision to significantly increase its spending on advertising and contract labor. This was part of a calculated strategy aimed at preparing the Company for the successful launch of its products. The year 2022 was, therefore, earmarked as a ramp-up year, with an understanding that these increased expenditures would lay the groundwork for future profitability and growth. 

Liquidity and Capital Resources

As of the end of the calendar year on December 31, 2022, the Company had a cash reserve amounting to $2,566,782. This is in stark contrast to the financial situation from the previous year. As of December 31, 2021, the Company's financial records indicated a cash balance of $0.

In parallel to the growth in cash reserves, there was also a significant increase in the Company's liabilities. These increased from $290,431 in the year 2021 to a considerably higher $9,781,262 in the subsequent year, 2022. This dramatic rise in liabilities is primarily attributed to unearned revenue, which was concurrently accounted for under the Company's revenue.

Since its inception in 2022, the Company has successfully secured funding through multiple rounds of financing. These rounds included capital infusion from private sources as well as capital raised through regulatory frameworks such as Regulation CF and Regulation D under Rule 506(b). It's important to note that during the year 2021 the Company did not have any cash influx from financing activities. However, in 2022, the Company was able to raise a substantial amount of $7,746,656 through its financing activities.

According to the Company’s audited financials $7,761,656 was raised through the sale of 30,305,575 Shares of Common Stock in 2021 and 2022. An additional $3,547,000 was raised through the sale of 4,446,000 Shares of Common Stock in 2023. A 4:1 split in April 2023 increased the shares to a total of 127,006,300.

Throughout the years 2021 and 2022, the Company did not have any other sources of capital apart from the revenue generated from its operations and the funds raised from planned equity financing rounds. This fact underscores the importance of these financing activities in supporting the Company's growth and development goals.

Our organization's ability to continue operations and progress towards our strategic objectives is substantially reliant on the successful execution of this Offering as delineated in this document. Consequently, the inability to achieve the desired outcome of this Offering could compel us to explore alternative avenues for capital acquisition, such as procuring loans or other forms of debt financing.

Plan of Operations and Milestones

The Company maintains a focus on nurturing business relationships and augmenting its customer base, while simultaneously innovating and broadening its product offerings. This dual-pronged approach is designed with the strategic objective of driving growth in top-line revenue over the forthcoming months and years.

The financial capital that the Company has previously raised has been instrumental in its ability to weather operating losses. This has been achieved while concurrently expanding its workforce and diversifying its pool of paying customers. The Company foresees the need to sustain operating losses over the subsequent 12-18 months. This is a calculated move, strategically designed to prioritize growth in its customer base.

As outlined in the 'Use of Proceeds' section of this Offering Circular, the Company has a strategic plan to propel its growth agenda forward. This plan involves investing in the development of a progressively expanding assortment of products and services. This development phase is expected to span over the forthcoming 6-12 months and forms a critical component of the Company's overall growth strategy.

The Company anticipates that to maintain momentum with this ambitious plan of operations, there will be a necessity to raise additional capital. It's projected that this requirement will materialize within 6-12 months following this Offering. This will ensure the Company has the necessary resources to continue executing its aforementioned strategic plan of operations, thereby driving growth and long-term profitability.

Discussion of Trends in Artificial Intelligence and Growth

In 2024, the artificial intelligence (AI) industry continues to exhibit significant growth, driven by advancements in technology, increasing adoption across various sectors, and substantial investments in AI research and development. The following trends highlight the dynamic nature of the AI landscape and the growth associated with these trends.

Increased Integration in Everyday Applications: AI technologies are becoming more integrated into everyday consumer and business applications. This includes the proliferation of AI in areas such as natural language processing, machine learning, and computer vision, making technologies like virtual analysts, personalized recommendations, and automated customer service more sophisticated and widely adopted.

Expansion in Finance: The AI sector is seeing a remarkable expansion in finance, driven by the need for more accurate analysis, personalized insights, and efficient access to broad data sets. AI-powered tools and systems are being developed to assist in finance through GPT’s.

Growth in AI Ethics and Regulation: As AI becomes more prevalent, there's a growing focus on ethical considerations and the establishment of regulations to govern the development and use of AI technologies. This trend towards more responsible AI involves addressing issues related to privacy, bias, transparency, and accountability, which are critical for maintaining public trust and ensuring the beneficial use of AI.

Enhancements in AI Hardware and Infrastructure: The demand for more powerful and efficient computing resources to train complex AI models is leading to innovations in AI hardware and infrastructure. Developments in processors, neural network chips, and cloud-based AI services are facilitating faster, more efficient AI computations, enabling more advanced applications and uses of AI technology.

Our board of directors is elected annually by our shareholders. The board of directors elects our executive officers annually. Our directors and executive officers as of March , 2024 are as follows:

Jonathan Stone, Director, CEO, President, Treasurer, Secretary, and Founder.

Mr. Stone is a serial entrepreneur who has founded multiple profitable companies and pioneered new technologies that enhance market transparency and efficiency. With a degree from ASU and a deep interest in leadership and management philosophy, he is an ardent student of Jack Welch. He is currently enrolled in MIT Sloan School of Management blockchain technology courses under crypto-economics expert Professor Christian Catalini while learning to apply blockchain into modern-day business challenges within the analytics industry. He worked for Service Benefits LLC from July 2020 to May 2021 as a Sales Consultant. Mr. Stone founded JS Trading (serves as President) in November 2018 and TA Fintech (serves as CEO) in September 2021 and continues to serve in those capacities to present day.

Board Committees

We have not established an audit committee, compensation committee, or nominating committee.

Family Relationships

There are no familial relationships between any of our officers and directors.

Director or Officer Involvement in Certain Legal Proceedings

Our current directors and executive officers have not at any time in the past five (5) years been convicted in a criminal proceeding (excluding traffic violations and other minor offenses) and no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any such officers or directors, or any partnership in which they were a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

Code of Ethics

We have not adopted any specific Code of Ethics.

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us during the previous fiscal years ended as of December 31, 2022 and December 31, 2023.

Our only director is Jonathan Stone, who we do not compensate separately for his role as director. To the extent we have additional directors in the future, we do not intend to pay such directors salary or cash compensation, but may issue them common stock, with such compensation to be determined by the board of directors in the future when applicable.

Equity Incentive Plan

At present, TA Fintech has not adopted an equity incentive plan.  It is entirely possible that the Company will seek to establish and implement such a plan in the future to recruit, retain, incentivize, and compensate key personnel.

The following table sets forth the ownership, as of March 7, 2023, of our common stock by each person known by us to be the beneficial owner of more than 10% of any class of our outstanding voting stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

As of March 7, 2024 (post 4:1 forward stock split), there are a total of 148,465,034 votes eligible to be cast in any Company vote.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities.

Except as otherwise indicated and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

The Company occasionally incurs expenses that are paid in advance by the principal owner of the Company. Consequently, as of December 31, 2022, the Company recorded a net $803 in Due to Related Parties liability in the accompanying Statement of Financial Condition. Additionally, for the year ended December 31, 2022, the Company remitted $7,333,612 in contract labor to JS Enterprises, a company wholly owned by the CEO/President and majority shareholder of the Company.

Except as described above and within the section entitled Executive Compensation of this Offering Circular, none of the following parties (each a “Related Party”) has, in our fiscal years ended 2021 and 2022 and the interim period in 2023, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

The Company occasionally incurs expenses that are paid in advance by the principal owner of the Company. Consequently, as of December 31, 2022, the Company recorded a net $803 in Due to Related Parties liability in the accompanying Statement of Financial Condition.

Additionally, for the year ended December 31, 2022, the Company remitted $7,333,612 in contract labor to JS Enterprises, a company wholly owned by the CEO/President and majority shareholder of the Company.

The following description is a summary of the material rights of shareholders; however; only common stock is being offered pursuant to this Offering Circular. Shareholder rights are dictated via the Company’s Certificate of Incorporation and Bylaws, each as amended from time to time. The foregoing documents have been filed as exhibits to this Offering Circular.

None of our securities are currently listed or quoted for trading on any national securities exchange or national quotation system.

Common Stock

We are offering up to 18,564,356 Shares of common stock, par-value $0.001 in this Offering, and up to 18,564,356 Bonus Shares. The Company has 800,000,000 Shares of common stock authorized in the aggregate.  

Each Share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their Shares cumulatively. Shareholders may take action by written consent. Notwithstanding the foregoing, investors in the Company’s previous offerings and this offering are required to grant the Company’s CEO an irrevocable voting proxy.

Holders of our common stock have no pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities.

In the case of any distribution or payment in respect of the shares of common stock upon the consolidation or merger of the Company, such distribution or payment shall be made ratably on a per share basis among the holders of the common stock.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends to common shareholders since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. In the case of dividends or distributions payable in shares of common stock or securities convertible into or exchangeable for shares of such common stock, the shares or securities so payable shall be payable in shares of or securities convertible into or exchangeable for, common stock of the same class upon which the dividend or distribution is being paid.

For Shares that were sold pursuant to the Company’s Regulation CF offerings, the investors through such offerings granted our CEO a proxy to vote the Regulation CF Shares on behalf of those investors. Thus, he has the authority to vote his Shares personally and the Reg CF Shares on behalf of the Reg CF investors.

Delaware Anti-Takeover Statute

We could become subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held (will apply when we have 2,000+ shareholders of record) Delaware corporation from engaging under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Disclosure of commission position on indemnification for securities liabilities

The Company’s Bylaws and Certificate of Incorporation, subject to the provisions of Delaware Law, contain provisions which allow the corporation to indemnify its officers and directors against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to the Company if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, may be unenforceable.

Our financial statements for fiscal years ended December 31, 2022 included in this offering circular have been audited by Abdi Sheikh-Ali, CPA, PLLC, as stated in its report appearing herein. Our financial statements for fiscal years ended December 31, 2021 included in this offering circular have been audited by SetApart FS, as stated in its report appearing herein Such financial statements have been so included in reliance upon the report of such firms given upon their authority as experts in accounting and auditing.

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the Shares offered by this Offering Circular. This Offering Circular does not contain all of the information included in the Offering Statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the Shares to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the qualification of this offering, we will be subject to the informational requirements of Tier 2 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.

You can read the Offering Statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

We will answer inquiries from potential investors concerning the Shares, the Company and other matters relating to the offer and sale of the Shares under this Offering Circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this Offering Circular.

Requests and inquiries regarding this offering circular should be directed to:

TA Fintech, Inc.

401 Park Avenue S, No.10, Ste 202

New York, NY 10016

(877) 639-1327

We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense. 

FINANCIAL STATEMENTS

TA Fintech, Inc.

Independent Auditor’s Report Together with Financial Statements

As of December 31, 2022

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of

Avvenire Electric Vehicle International Corp:

Opinion

We have audited the financial statements of TA Fintech, Inc., which comprise the balance sheet as of December 31, 2022, and the related statements of income, changes in shareholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of TA Fintech, Inc. as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America.

Basis of Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are required to be independent of TA Fintech, Inc. in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission, and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

As discussed in Note 3 to the financial statements, certain conditions indicate that TA Fintech, Inc.  may be unable to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles (GAAP); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about TA Fintech, Inc. ’s ability to continue as a going concern for a period of one year from the date that the financial statements are issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance, and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when

it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control. Misstatements are considered material if, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of TA Fintech, Inc. ’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about TA Fintech, Inc. ’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control—related matters that we identified during the audit.

s/Abdi Sheikh-Ali, CPA, PLLC

Allen, Texas

February 16, 2024

Statement of Financial Condition

For the year ended December 31, 2022

Statement of Operations

For the year ended December 31, 2022

Statement of Cash Flows

For the year ended December 31, 2022

Statement of Changes in Shareholders’ Equity

For the year ended December 31, 2022

TA Fintech, Inc.

Notes to Financial Statements – as of December 31, 2022

1.       Nature of Operations

TA Fintech, Inc. (the “Company”) is a newly formed corporation organized in the State of Delaware on September 24, 2021. The Company was founded to provide a subscription-based analytics platform that facilitates its subscribers to harness the power of big data technology to level the field of investing in the stock market.

2.       Significant Accounting Policies

a.         Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”). The Company has adopted a calendar year-end.

b.        Cash & Cash Equivalents

Cash & cash equivalents include cash in bank accounts and highly liquid debt instruments purchased with an original maturity of three months or less.

c.         Startup Costs

In accordance with GAAP, the Company classifies its startup costs into two categories: (a) organization costs and (b) deferred offering costs. Organization costs are expensed as incurred and deferred offering costs, which consist of certain costs incurred in connection with investment offering, are capitalized and amortized over a 12-month period. For the year ended December 31, 2022, the Company incurred

$44,803 in organization costs and no deferred offering costs.

d.        Concentration of Credit Risk

The Company maintains cash with a U.S. based financial institution. The Federal Deposit Insurance Corporation (FDIC) insures the total deposits at this institution up to $250,000 per depositor. At times, the balance at the financial institution exceeds the insured limit.

e.         Property, Plant, & Equipment

The Company follows the practice of capitalizing all expenditures for property, furniture, fixtures, equipment, and leasehold improvements in excess of $5,000. Depreciation of all such items is computed on a straight-line basis over the estimated useful lives of the assets which generally are as follows:

Buildings                                            39 years

Building improvements                      15- 39 years

Furniture and equipment                    5 – 7 years

Software                                             5 years

Vehicles                                             5 years

Leasehold improvements                   life of lease or useful life (whichever is shorter)

The Company did not have any property, plant, and equipment as of December 31, 2022.

f.         Refundable Deposits

Refundable deposits consist of a $75,000 wire transfer received from an identified source. The Company is in the process of identifying the purpose and source of the wire transfer and consequently refunding it.

g.         Income Taxes

The Company is a newly incorporated corporation which is a C-corporation for tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary

differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense. For the year ended December 31, 2022, the Company had a net loss and as such has made no provision for income taxes in the accompanying financial statements and plans to carry forward any net operating losses to future periods. The Company is subject to franchise and income taxes in the State of Delaware. The Company addresses uncertain tax positions in accordance with ASC Topic 740, Income Taxes, which provides guidance on the recognition, measurement, presentation, and disclosure of uncertain tax positions in the financial statements. Management has not identified the existence of any uncertain tax positions.

g.         Income Taxes (continued)

The following table represents the net deferred tax assets as of December 31, 2022:

Federal income tax benefit attributable:

Net operating loss carryforwards$  13,553,353 

Less: valuation allowance  (13,553,353) 

Net deferred tax assets:                      $               -

The current income taxes are based on the year’s income taxable for federal and state tax reporting periods. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based on management’s analysis, the financial statements and tax bases of the assets and liabilities are the same.

Income tax expense (benefits) to the statutory rate of 21% for the inception-to-date period ended

December 31, 2022, is as follows:

Tax Benefits at statutory rate - 21%$  13,541,026  

State income tax benefits, net of federal                                   - 

Non-deductible expenses                                                                -

Valuation allowance                                                     (13,541,026)

Total provision of income tax                               $                  - 

h.        Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles at times requires the use of management’s estimates. Actual results could vary from these estimates.

i.         Intangible Assets

Intangible assets consist of intangible assets purchased from a related party in late 2021. The purchased intangible assets consist of brand name, domain name, and intellectual property. Although the Company initially recorded the purchase for $1, it subsequently revised the value of the transaction to $40,000 to better reflect the fair market value of the acquired assets. In accordance with GAAP, the Company amortizes the cost of intangible assets in a straight-line method over 15 years. As such, the Company has recorded $2,666 in amortization expense leaving the intangible assets at December 31, 2022 at $37,334, net of accumulated amortization.

j.         Software Development Costs

In accordance with ASC 985-20, the Company amortizes capitalized software development costs for externally marketed software when the product is made available for release to its customers. The capitalized software costs are amortized on a product-by-product basis and the annual amortization is the greater of (a) the ratio that the current gross revenue for a product bear to the total of current and anticipated future gross revenue for that product and (b) the straight-line method over the remaining economic life of the product including the current reporting period. As such, for the year ended December 31, 2022, the Company has capitalized $1,603,800 of software development costs that are

sold to its customers. The Company found the straight-line method to be the greater amortization expense and has consequently recorded $308,351 in amortization expense in connection with its capitalized software development costs.

k.        Advertising Costs

The Company expenses advertising costs as they are incurred. The Company incurred $8,433,091 in advertising expenses for the year ended December 31, 2022.

l.         Related Party Transactions

The Company occasionally incurs expenses that are paid in advance by the principal owner of the Company. Consequently, as of December 31, 2022, the Company recorded a net $803 in Due to Related Parties liability in the accompanying Statement of Financial Condition. Additionally, for the year ended December 31, 2022, the Company remitted $7,333,612 in contract labor to JS Enterprises, a company wholly owned by the CEO/President and majority shareholder of the Company.

m.       Shareholders’ Capital

The Company is legally authorized to issue 100,000,000 shares of common stock and is pursuing offerings pursuant to Regulation Crowdfunding (“Reg CF”) and Regulation A (“Reg A”) under the Securities Act and is selling the shares directly to investors and not through registered broker-dealers who are paid commission. The maximum amounts that can be raised through Reg CF and Reg A (Tier

2) offerings are $5,000,000 and $75,000,000, respectively. The investors who contribute capital to the Company shall, upon acceptance of their subscriptions, become common stock shareholders in the Company. The par value of the common stock is $0.001 and as of December 31, 2022, 30,305,575 shares of common stock were issued and outstanding.

n.        New Revenue Standard

On May 28, 2014, the FASB issued a new revenue standard, ASC 606, Revenue from Contracts with Customers which replaced various GAAP revenue recognition requirements and provided a single revenue recognition model or framework for recognizing revenue from contracts with customers. Since the new revenue standard is effective for this period, the Company has adopted the revenue standard and as such has taken into account the recognition of revenue when or how a performance obligation is met. Below is a list of the Company’s revenue stream(s) accounted for under the new revenue standard:

Software Subscription Fees: The Company earns revenue from its subscription-based analytics platform software. The subscription revenue fees vary depending on the term of the subscription from 1 to 2 years. When the fees are initially received, they are recognized as deferred revenue (a liability) and subsequently and periodically the liability is reversed and recognized as the revenue is earned.

o.         Deferred Revenue

The Company records deferred revenue for the unearned revenue proceeds received for the subscriptions. As of December 31, 2022, deferred revenue amounted to $9,711,044.

p.        Research and Development Costs

In accordance with GAAP, the Company expenses research and development (R&D) software costs in the pre-coding stage and the implementation stage (e.g., software is live and being utilized). Software costs incurred are capitalized in the application development stage (coding stage) and treated as intangible assets (see Note 2j). Conversely, R&D costs incurred in the implementation stage are expensed and are recorded under Software Development Costs in the accompanying Statement of Operations.

q.        Prior Period Adjustment

As noted in Note 2i, the Company initially recorded the purchase of intangible assets consisting of a brand name, domain name, and intellectual property for only $1, but it subsequently revised the value of the transaction to $40,000 to better reflect the fair market value of the acquired assets. The $39,999 prior period adjustment income recognized in the year ended December 31, 2022 reflects this change in accounting estimate.

r.         Subsequent Events

The Company’s management has evaluated subsequent events and transactions for potential recognition or disclosure through February 16, 2024, the date that the financial statements were available to be issued. On March 24, 2023, a resolution from the Company’s board of directors authorized changes to the number of authorized shares and approved a Forward Stock Split. The authorized shares of the Company will be modified to 800,000,000 shares of common stock with a par value of $0.001 per share. All holders of shares of common stock shall be identical with each other in every respect. Upon the effective filing of this Certificate of Amendment to the Certificate of Incorporation, each one (1) share

of the Corporation’s common stock that is issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time (which shall include each fractional interest in Common Stock in excess of one (1) share held by any stockholder), is and shall be subdivided and reclassified

into four (4) fully paid, nonassessable shares of common stock (or, with respect to such fractional interests, such lesser number of shares as may be applicable based upon such four-for-one (4-for-1) ratio) (the “Forward Stock Split”). Each certificate that immediately prior to the Effective Time

represented shares of common stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of common stock represented by the Old Certificate shall have been subdivided and reclassified. The authorized number of shares, and par value per share of common stock shall not be affected by the Forward Stock Split.

3.         Risk and Uncertainties

The management of the Company seeks investment opportunities that offer the possibility of attaining substantial capital appreciation and\or residual income from its business. Certain events particular to the industry in which the Company invests, as well as general economic, political conditions, or the coronavirus (“COVID-19”) pandemic may have a significant negative impact on the Company’s operations and profitability. Additionally, the Company is subject to changing regulatory and tax environments. Such events are beyond the Company’s control, and the likelihood that they may occur cannot be predicted.

4.         Going Concern

These financial statements are prepared on a going concern basis. The Company commenced operations less than two years ago and as such has and will incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about the Company's ability to continue as a going concern. During the next 12 months, the Company intends to fund its operations with funding from its proposed Regulation Crowdfunding campaign, and additional debt and/or equity financing as determined to be necessary. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm its business, financial condition and operating results. The accompanying financial statements do not take into account any adjustments that could result from these uncertainties.

TA Fintech  Inc.

FINANCIAL STATEMENTS

FROM  INCEPTION (SEPTEMBER 24, 2021) YEAR ENDED DECEMBER 31,

2021

(AUDITED)

(Expressed in United States Dollars)

INDEPENDENT AUDITORS' REPORT

To the  Board  of Directors

TA Fintech  Inc.

Dover,  Delaware

Opinion

We have audited  the financial  statements of TA Fintech  Inc.  (the "Company,"),  which comprise the balance sheet as of  December  31,  2021  and the  related  statements  of  operations,  changes  in  stockholders'  equity,  and cash flows for the period  from  Inception (September 24,  2021)  to December  31, 2021,  and the related notes to the financial  statements.

In our opinion,  the accompanying financial  statements present fairly,  in all material respects, the financial  position of the Company  as of December  31, 2021 and the results of its operations and its cash flows for the period from Inception  (September  24,  2021)   to  December  31,  2021  in  accordance   with  accounting  principles  generally accepted  in the  United  States  of America.

Basis for  Opinion

We conducted our audits in accordance with auditing standards generally  accepted  in the United  States of America (GAAS).  Our responsibilities  under those standards  are further described  in the Auditor's  Responsibilities  for the Audit  of the  Financial  Statements  section  of our report.  We are  required to  be independent  of the  Company  and to meet our  other ethical  responsibilities,  in accordance  with the relevant ethical  requirements relating to our audits.  We believe that the  audit  evidence  we have obtained  is sufficient  and appropriate to provide  a  basis for our audit opinion.

Responsibilities of Management for the Financial  Statements

Management  is  responsible  for  the  preparation  and fair presentation  of  the  financial  statements  in  accordance with accounting principles generally  accepted  in the United States of America, and for the design,  implementation, and maintenance of internal  control  relevant to the preparation  and fair presentation  of financial  statements that are free from  material  misstatement,  whether due to  fraud  or error.

In preparing the financial statements,  management is required to evaluate whether there are conditions or events, considered  in the aggregate, that raise  substantial  doubt about the Company's ability to continue as a  going concern for period  of twelve months from  the end of the year ended December  31, 2021.

Auditor's Responsibilities for the Audit of the Financial Statements

Our  objectives  are  to  obtain  reasonable  assurance  about  whether  the  financial  statements  as a  whole  are  free from  material  misstatement,  whether due to fraud  or error,  and to issue an auditor's report  that includes our opinion.  Reasonable assurance is a  high  level of assurance but is  not absolute assurance and therefore is not a guarantee that an audit conducted in accordance  with GAAS will always  detect a  material misstatement when  it exists. The risk of not detecting a material misstatement resulting from  fraud  is higher than for one resulting from error,  as  fraud  may  involve  collusion,   forgery,  intentional  omissions,   misrepresentations,  or  the  override  of internal  control.  Misstatements  are considered  material  if,  individually or in the aggregate,  they could reasonably be expected  to  influence the economic  decisions of users made on the  basis of these financial  statements.

In performing an audit  in accordance  with  GAAS, we:

• Exercise professional judgment and maintain  professional  skepticism  throughout the audit.

•  Identify  and  assess the  risks  of material  misstatement  of  the  financial  statements,  whether  due to  fraud  or error,  and design  and perform audit  procedures  responsive  to  those  risks.  Such procedures  include  examining, on a test basis, evidence  regarding the amounts and disclosures  in the financial  statements.

•  Obtain  an  understanding  of internal  control  relevant to the  audit  in order to design  audit  procedures  that  are appropriate  in  the  circumstances,  but  not  for the  purpose  of expressing  an  opinion  on  the  effectiveness  of the Company's  internal  control.  Accordingly,  no such opinion  is  expressed.

•  Evaluate  the  appropriateness  of  accounting  policies  used  and  the  reasonableness   of  significant  accounting estimates  made  by  management,  as well  as evaluate  the overall  presentation  of the  financial  statements.

•  Conclude  whether,  in  our  judgment,  there  are  conditions  or  events,  considered   in  the  aggregate,  that  raise substantial  doubt  about  the  Company's  ability  to continue  as a  going  concern  for  a  reasonable  period  of time.

W e  are   required   to  communicate   with   those   charged   with   governance   regarding,  among   other   matters,   the planned  scope and timing  of the  audit,  significant  audit  findings,  and certain  internal  control-related  matters  that we identified  during  the  audit.

Going Concern

As discussed  in  Note  9,  certain  conditions  indicate  that the  Company  may  be  unable  to  continue  as  a  going concern.   The accompanying financial  statements  do not  include any adjustments that  might  be necessary  should the Company  be unable to continue as a going concern.

s/SetApart FS

April  22, 2022

Los Angeles,  California

BALANCE SHEET

STATEMENT OF OPERATIONS

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

STATEMENTS OF CASH FLOWS

1.      NATURE  OF OPERATIONS

TA Fintech Inc. was incorporated on September 24, 2021 ("Inception") in the State of Delaware. The financial statements of TA Fintech  Inc.  (which  may be referred to as the "Company", "we,"  "us," or "our")  are prepared  in accordance with accounting principles generally accepted  in the  United States of America ("U.S.  GAAP"). The Company's headquarters are located in Dover, Delaware.

The Company specializes in offering an analytics platform that harnesses the power of big data technology to level the field of investing for all.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United

States of America ("US GAAP"). The Company has adopted the calendar year as its basis of reporting.

Use of Estimates

The preparation of financial  statements in conformity with  U.S. GAAP  requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates.  It is reasonably possible that changes in estimates will occur in the near term.

Fair Value  of Financial  Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in  the  principal  or  most advantageous  market for  the asset or  liability in an orderly  transaction  between  market participants as of the measurement date. Applicable  accounting guidance provides an established  hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable  inputs by requiring  that the  most observable  inputs  be used when  available.  Observable  inputs are  inputs that  market participants would  use in valuing the asset or liability and are developed  based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors that market participants would  use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1- Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2-Include other inputs that are directly or indirectly observable in the marketplace.

Level 3-Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable  inputs when measuring fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management  as of December  31, 2021.  These financial  instruments  include cash, accounts  payable, and accrued liabilities. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

Concentrations of Credit Risk

From time-to-time cash balances, held at a major financial institution may exceed federally insured limits of $250,000. Management believes that the financial  institution is financially  sound, and the risk of loss is low.

Cash and Cash Equivalents

Cash and cash equivalents include all  cash in banks. The Company's cash  is deposited  in demand accounts at financial institutions that management believes are creditworthy. The Company's cash and cash equivalents in  bank deposit accounts,  at times,  may exceed federally  insured  limits. As  of December  31,  2021, the Company's cash and cash equivalents did not exceed FDIC insured limits.

Restricted  Cash

Restricted cash includes amount that are reserved in the Company's account on Stripe. Stripe holds a certain percentage of revenue generated to cover any chargebacks and/or refunds. As of December 31, 2021, the amount of cash, held by Stripe was $11,706.

Accounts Receivable and Allowance  for Doubtful Accounts

Accounts receivable are recorded  at net realizable value or the amount that the Company expects to collect on gross customer trade  receivables.  We estimate  losses on  receivables  based on  known  troubled  accounts and  historical experience  of losses  incurred.  Receivables  are  considered  impaired   and  written-off when  it  is  probable  that all contractual  payments  due will  not be collected  in accordance with the terms of the  agreement.  As of December 31,

2021, the Company had no accounts receivable.

Impairment of Long-Lived Assets

Long-lived assets,  such as property and equipment and identifiable intangibles with finite useful  lives,  are periodically evaluated for impairment whenever  events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We look for indicators of a trigger event for asset impairment and pay special attention to any adverse change in the extent or manner in which the asset is being used or in its physical condition. Assets are grouped and evaluated for  impairment at the lowest level of which there are identifiable cash flows, which  is generally  at a location level. Assets are reviewed  using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets.  If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset.  Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset.

Intangible Assets

On December 27, 2021, the Company entered  into an Asset  Purchase Agreement with  a  related company, JS Trading

Enterprises  Inc.  Under the  property bills of sale, TA Fintech  Inc purchased the TradeAlgo brand name, domain  name,

processing  accounts,  and  all  intellectual  property  from  JS  Trading  Enterprises  Inc  for  one  dollar  ($1).  JS  Trading

Enterprises Inc. is fully owned and operated by the majority shareholder of TA Fintech Inc.

The  Company  accounts  for  intangible  assets  (including  trademarks  and  website)  in  accordance  with  ASC  350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for  impairment annually or on an interim  basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.  In addition, ASC 350 requires that goodwill  be tested for impairment at the reporting unit level  (operating segment or one level  below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill  may be in doubt. Application of the goodwill  impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill  to reporting units, and determining the fair value. Significant judgments required  to estimate the fair value of reporting units include estimating future cash flows,  determining appropriate discount rates and other assumptions.  Changes in these estimates and assumptions or the occurrence  of one or more confirming events  in future  periods could cause the actual  results or outcomes to materially differ from such estimates  and could also affect the  determination  of fair value and/or goodwill  impairment at future  reporting dates. The Company did not record any impairment losses as of December 31, 2021.

The Company amortizes the cost of our intangible assets over the fifteen-year estimated  useful  life on a  straight-line basis. Amortization expenses amounted to $0 for the for the year ending December 31, 2021.

Revenue  Recognition

The Company follows the provisions and the disclosure requirements described in ASU 2014-09 also referred to as Topic 606.

Revenue recognition, according to Topic 606, is determined using the following steps:

Identification of the contract, or contracts, with the customer: the Company determines the existence of a contract with a customer when the contract is mutually approved; the rights of each party in relation to the services to be transferred can be identified, the payment terms for the services can be identified, the customer has the capacity and intention to pay, and the contract has commercial substance.

Identification of performance obligations in the contract: performance obligations consist of a  promise  in a contract (written or oral) with a customer to transfer to the customer either a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.

Recognition of revenue when, or how, a performance obligation is met:  revenues are recognized when or as control of the promised goods or services is transferred to customers.

The Company earns revenues from  offering an analytics platform that harnesses the power of big data technology to level the field of investing for all.

Advertising and Promotion

Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses for the year ended

December 31, 2021, amounted to $5,000, which is included in sales and marketing expenses.

Organizational  Costs

In accordance with FASB ASC 720,  organizational costs,  including accounting fees,  legal fee, and costs of incorporation, are expensed as incurred.

Research and Development Costs

Costs incurred in the research and development of the Company's products are expensed as incurred.

Income Taxes

The Company is  a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is  more  likely than not that the deferred tax asset will  not be realized. The Company records interest, net of any applicable  related  income tax benefit,  on potential  income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including  in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain  unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

The Company is subject to tax filing  requirements as a corporation in the federal jurisdiction of the United States. The Company sustained net operating losses during fiscal year 2021. Net operating losses will be carried forward  to reduce taxable income  in future years.  Due to management's uncertainty as  to the timing and valuation of any benefits associated with the net operating loss carryforwards, the Company has elected to recognize an allowance to account for them in the financial statements but has fully reserved it. Under current law, net operating losses may be carried forward  indefinitely.

The Company is subject to franchise and income tax filing  requirements in the States of Delaware and New York.  The

Company has not yet filed its 2021 tax returns.

Subsequent Events

The Company considers events or transactions that occur after the balance sheets date, but prior to the issuance of the financial statements to provide  additional evidence  relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through April  22, 2022, which  is the date the financial statements were issued.

Recently Issued and Adopted Accounting Pronouncements

In February 2019, FASB issued ASU  No. 2019-02, leases, that requires organizations that lease assets, referred to as "lessees", to recognize on the  balance sheet the assets  and liabilities for the  rights  and obligations created  by those leases with  lease terms of more than twelve months.  ASU 2019-02 will  also require  disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard for nonpublic  entities will be effective for fiscal years  beginning after December 15, 2020,  and interim  periods within fiscal  years  beginning after December 15,

2021, and early application is permitted. We are currently evaluating the effect that the updated standard will have on the financial statements and related disclosures.

In June 2019, FASB amended ASU No. 2019-07, Compensation - Stock Compensation, to expand the scope of Topic 718, Compensation - Stock Compensation,  to include share-based  payment transactions for acquiring  goods and services from nonemployees. The new standard for nonpublic  entities will be effective for fiscal years beginning after December

15, 2019, and interim periods within fiscal years beginning after December 15, 2020, and early application is permitted. The standard implementation did not have a material impact.

In August 2019, amendments to existing accounting guidance were issued through Accounting Standards Update 2019•

15 to clarify the accounting for implementation costs for cloud computing arrangements.  The amendments specify that existing guidance for capitalizing implementation costs incurred to develop or obtain internal-use software also applies to implementation costs incurred in a hosting arrangement that is a service contract. The guidance is effective for fiscal years beginning after December 15, 2020, and interim  periods within fiscal years beginning after December 15, 2021, and early application is permitted. The standard implementation did not have a material impact.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original  text of ASC.  Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable  to us or (iv) are not expected to have a significant impact on our financial  statements.

In  August  2020,  FASB  issued  ASU  2020-06,  Accounting for  Convertible  Instruments  and Contracts  in an Entity;  Own Equity ("ASU  2020-06"),  as  part of its overall  simplification  initiative to reduce  costs  and  complexity of applying accounting standards while  maintaining or improving  the usefulness of the information provided  to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require  the convertible debt to be separated  into a  debt and equity component,  unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial  premium. As a result, after adopting the guidance,  entities will  no longer separately present such embedded  conversion  features in equity, and will  instead account for  the convertible debt wholly  as debt. The new guidance  also requires use of the "if• converted" method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company's current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted,  but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company's financial statements.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial  statements.

3.      DETAILS  OF CERTAIN ASSETS AND  LIABILITIES

Prepaids and other current assets consist of the following items:

The Company  has recorded  $78,300  of prepaid  expenses for  the year ending  December  31, 2021.  Prepaid  expenses related to software subscription fees, which are paid monthly, for the subsequent month.

Current liabilities comprise  primarily deferred  income from  the yearly subscriptions sold to customers.  The Company will recognize the revenue of the deferred income based on services rendered throughout the year.

4.      DEFERRED INCOME AND  EXPENSES

The Company  has  recorded  deferred  income  and  expenses from  the yearly subscriptions sold  to customers. The Company will recognize the revenue of the deferred income and expenses based on services rendered throughout the year.  As of December 31, 2021,  the  balance of deferred  income was $290,431  and the  balance of deferred  expenses was $9,029.

5.      CAPITALIZATION  AND  EQUITY TRANSACTIONS

Common stock

The Company is authorized to issue 15,000,000 shares designated as a $0.001  par value Common Stock. As of December

31, 2021,  15,000,000 Common Shares have been issued and are outstanding.

6.      INCOME TAXES

The provision for income taxes for the year ended December 31, 2021, consists of the following:

Significant components of the Company's deferred tax assets and liabilities at December 31, 2021:

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, the Company has determined that it  is more likely than  not that the  Company will  not  recognize the  benefits  of the federal  and state  net deferred tax assets, and, as a result, full valuation allowance has been set against its net deferred tax assets as of December 31, 2021. The amount of the deferred tax asset to be realized could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.

For  the  fiscal  year  ending  December 31,  2021,  the  Company  had federal  cumulative  net  operating  loss  ("NOL")

carryforwards of $12,327.  Utilization of some of the federal and state NOL carryforwards to reduce future income taxes will depend on the Company's ability to generate sufficient taxable income prior to the expiration of the carryforwards. The federal net operating loss carryforward is subject to an 80% limitation on taxable income, does not expire, and will carry on indefinitely.

The Company recognizes the impact of a tax position in the financial  statements if that position is more likely than not to be sustained on a tax return upon examination by the relevant taxing authority, based on the technical merits of the position. As of December 31, 2021, the Company had no unrecognized tax benefits.

The  Company  recognizes  interest  and  penalties   related  to  income  tax  matters   in  income  tax  expense.   As  of

December 31, 2021, the Company had no accrued interest and penalties related to uncertain tax positions.

7.      COMMITMENTS AND CONTINGENCIES

Contingencies

The Company's operations are subject to a variety of local and state regulation. Failure to comply with one or more of those regulations could  result in  fines,  restrictions on its operations,  or  losses of permits that could  result in the Company ceasing operations.  Management of the Company believes that the Company is in compliance  with applicable local and state regulation as of December 31, 2021.

Litigation  and Claims

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As of December 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company's operations.

8.      RELATED PARTY TRANSACTIONS

On December 27, 2021, the Company entered into an asset purchase agreement with a  related company, JS Trading Enterprises Inc. Under the property bills of sale, TA Fintech Inc purchased the TradeAlgo brand name, domain  name, processing  accounts,  and  all  intellectual  property from  JS  Trading  Enterprises  Inc for  one  dollar  ($1).  JS  Trading Enterprises Inc. is fully owned and operated by the majority shareholder of TA Fintech Inc.

JS Trading Enterprises Inc. currently acts as merchant processors for TA Fintech Inc. All cash earned from  subscription services get deposited  into their bank account and disbursed to TA Fintech  Inc.  at the discretion of the Companies. As of the December 31, 2021, the due from Merchant Processor (JS Trading Enterprises Inc) was in the amount of $179,070.

9.      GOING CONCERN

These financial statements are prepared on a going concern basis. The Company registered on September 24, 2021 and only recently commenced operations. We will incur significant additional costs before significant revenue is achieved. These matters raise substantial doubt about the Company's ability to continue as a going concern.  During the next 12 months, the Company intends to fund its operations with funding from our proposed Regulation Crowdfunding campaign, and additional debt and/or equity financing as determined to be necessary. There are no assurances that management will be able to raise capital on terms acceptable to the Company.  If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial  condition and operating results. The balance sheet and related financial statements do not include any adjustments that might result from these uncertainties.

10.    SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 22, 2022, which is the date the financial statements were available to be issued.

On February 9, 2022, the Company amended its articles of incorporation to authorize the issuance of 100,000,000 shares of common  stock at $0001 par value per share.

On February 21, 2022, the Company issued additional 28,332,000 shares at a $1.00 par value.

There have been no other events or transactions during this time which would  have a material effect on these financial statements.