What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-17 compared with 2025-03-31 · 2210 added, 1436 removed, 974 unchanged (79% of the section changed)

3 unchanged sentences

the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers

concluded that our disclosure controls and procedures were not effective at the end of the period covered by this Report.

controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), as of December 31, 2025.

Based on that evaluation, our Certifying Officers concluded that our disclosure controls and procedures

were not effective as of December 31, 2025, due to the material weaknesses in internal control over financial reporting described below.

controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports

3 unchanged sentences

required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our Certifying Officers or individuals performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-

15(f) under the Securities Exchange Act, as amended.

Management, with the participation of the Chief Executive Officer, evaluated the

our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)

under the Exchange Act.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

2 unchanged sentences

Integrated Framework (2013 Framework).

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S.

generally accepted

accounting principles (“GAAP”).

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in

accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management

and directors, and

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the consolidated financial statements.

(1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(3) provide reasonable

assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have

a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated

financial statements.

Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may

become inadequate because of changes in conditions or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting on December 31, 2023.

Based on our assessments,

management determined that we did not maintain effective internal control over financial reporting as of December 31, 2023, due to the

material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel

and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes

due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

We intend to enhance this process by expanding our board upon the business closing, consulting with third-party professionals for complex

accounting applications, considering additional staff with relevant experience and training to support current accounting professionals,

and implementing more layers of reviews in the internal controls and financial reporting processes.

Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

on management’s assessment, we determined that our internal control over financial reporting was not effective as of December 31,

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

Management identified the following material weaknesses as of December 31, 2025:

The Company lacks sufficient accounting personnel to achieve adequate segregation of duties across key financial reporting

processes, including journal entry preparation and review, account reconciliation, and financial statement close procedures.

limitation increases the risk that errors or irregularities could occur without timely detection.

Policies and Procedures.

The Company does not have sufficient written accounting policies and procedures covering all significant

areas of financial reporting, including information technology controls, period-end close, revenue recognition, and financial statement

disclosure processes.

Personnel and U.S.

GAAP Expertise.

The Company has limited accounting and financial reporting staff with sufficient depth of knowledge

GAAP as applied to multi-jurisdictional, multi-currency consolidations.

This increases reliance on external consultants and

the risk of misapplication of accounting standards.

Related Party Transaction Controls.

Given the significant volume and

dollar amount of related party transactions and balances (including related party receivables of $37,477,356 and related party advances

of $29,197,470 as of December 31, 2025), the Company’s controls over the identification, authorization, valuation, and disclosure

of related party transactions require strengthening to provide adequate assurance that all such transactions are properly recorded and

of Fiscal Year 2024 Financial Statements

disclosed in Item 9 of this Annual Report, the Company dismissed Olayinka Oyebola & Co.

as its independent registered public accounting

firm on April 3, 2025, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group, and engaged LAO

Professionals (PCAOB Firm ID:

7057) as its new independent auditor.

As part of the auditor transition, the Company’s consolidated

financial statements for the fiscal year ended December 31, 2024 were reaudited by LAO Professionals, resulting in certain reclassifications

and adjustments to the previously reported financial statements.

The requirement to reaudit the prior year financial statements is indicative

of a material weakness in the Company’s internal control environment, as it reflects limitations in the Company’s ability

to ensure the continued validity and reliability of its previously issued financial statements.

This circumstance has been considered

in management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

has been implementing and continues to implement steps to remediate the material weaknesses identified above.

During fiscal year 2025,

the Company took the following actions:

LAO Professionals as the Company’s new independent registered public accounting firm, replacing the former auditor that had been

designated a Prohibited Service Provider, and conducted a reaudit of the fiscal year 2024 financial statements to restore the reliability

of the Company’s historical financial reporting.

reliance on qualified external accounting consultants to support the period-end close and financial reporting process, including technical

GAAP research and multi-jurisdictional consolidation review.

to identify and formalize certain accounting policies and procedures, with a focus on revenue recognition, related party transaction

controls, and foreign currency translation.

outside legal and compliance counsel to support regulatory filings and disclosure review processes across the Company’s multiple

licensed subsidiaries.

Notwithstanding

the foregoing remediation efforts, as of December 31, 2025, the material weaknesses described above had not been fully remediated.

Company is continuing to take the following additional steps to address outstanding weaknesses:

the Company’s internal accounting team by recruiting qualified accounting professionals with U.S.

GAAP and SEC reporting experience,

with the goal of improving segregation of duties and reducing reliance on external consultants for routine functions.

and implementing a comprehensive accounting policies and procedures manual covering all significant financial reporting areas, including

IT general controls, account reconciliation, and management review controls.

enhanced controls and documentation requirements for related party transactions, including periodic board-level review and approval of

significant related party balances.

the addition of one or more independent directors with financial reporting expertise to strengthen the oversight function of the Board

of Directors.

Company cannot assure that the foregoing remediation measures will be sufficient to fully remediate all of the material weaknesses identified

above, or that additional material weaknesses will not be identified in the future.

Until fully remediated, the material weaknesses described

herein create an increased risk that a material misstatement of our consolidated financial statements could occur without being prevented

or detected on a timely basis.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

We are not required to include such an attestation pursuant to Section 404(b) of the Sarbanes-Oxley Act of

2002 because we are a non-accelerated filer and an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the

in Internal Control Over Financial Reporting

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ending December 31, 2023, that has materially

affected or is reasonably likely to affect, our internal control over financial reporting materially.

the fiscal year ended December 31, 2025, the following changes in our internal control over financial reporting occurred that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting:

As described in Item 9 of this Annual Report, the Company dismissed Olayinka Oyebola & Co.

and engaged LAO Professionals

as its new independent registered public accounting firm in April 2025.

The engagement of a new PCAOB-registered auditor and the associated

reaudit of the fiscal year 2024 financial statements represented a material change in the Company’s financial reporting oversight

environment during fiscal year 2025.

As described above under “Remediation Efforts,” the Company initiated and continued to implement remediation

measures during fiscal year 2025, including expanded use of external accounting consultants, enhanced review procedures for the period-end

close, and improvements to related party transaction documentation and approval processes.

These steps represent ongoing changes intended

to strengthen the Company’s internal control environment.

than as described above, there were no changes in our internal control over financial reporting during the fiscal year ended December

31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

6 unchanged sentences

Eaglstein, Co-Founder, President, CEO, and Director

January 2016 to date, Mr.

Eaglstein has been the Company’s Founder, Chief Executive Officer, and Director.

Eaglstein is responsible

for leading the development and execution of the Company’s long-term strategy, primarily focusing on enhancing shareholder value.

Eaglstein oversees the Company’s infrastructure, manages capex deployment, and approves budgets.

In May 2024, Mr.

Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd.

(AML) to oversee operations

Eaglstein, our Co-Founder, President, Chief Executive Officer, and Director, combines over nine (9) years of experience in financial

technology and FX brokerage senior management.

Previously, he had been involved in companies in the financial services and technology

industries, holding positions including Chief Executive Officer, President, and Chief Operating Officer.

January 2016 to present, Mr.

Eaglstein has served as the Founder, Chief Executive Officer, President, and Director of FDCTech, Inc.,

a financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter

(OTC) brokerage and financial services industries.

In this role, Mr.

Eaglstein is responsible for leading the development and execution

of the Company’s long-term strategy, primarily focusing on enhancing shareholder value.

He oversees the Company’s infrastructure,

manages capital expenditure deployment, and approves budgets.

From May 2024 to present, Mr.

Eaglstein has also served as the Chief Executive

Officer and Chief Operating Officer of Alchemy Markets Ltd.

(AML), the Company’s Malta-based subsidiary regulated by the Malta

Financial Services Authority (MFSA), where he oversees European operations.

Eaglstein has experience managing FX brokerage and FinTech software companies at an executive level.

Eaglstein has participated

in several panel discussions as a distinguished industry expert in various forex-related conferences and tradeshows.

Imran Firoz, Co-Founder, CFO, and Director

January 2016 to date, Mr.

Firoz has been the Company’s Co-Founder, Chief Financial Officer, and Director.

Firoz is responsible

for strategic planning and corporate development, Mergers and Acquisitions (M&A), financial restructuring, and risk management.

has guided due diligence efforts, implemented financial controls, practiced compliance guidelines, and planned disaster recovery strategies.

From January 2019 to the present, Mr.

Firoz has owned Spark Capital Investments, LLC, which assists small-sized private and public companies

by providing management consulting services.

Firoz received his MBA in April 2001 from the Richard Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated

in July 1993 with a Bachelor of Engineering (Chemical) from Aligarh University, India.

Firoz has been a Certified Financial Risk

Manager from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003.

Brian Platt, Chief Technology Officer

Platt joined the Company in May 2016.

Platt has over ten (10) years of experience in the forex industry, managing complex technology

and business operations.

His expertise includes advanced technical knowledge of databases, programming, product development lifecycles,

and a clear understanding of business needs.

Platt’s passion is combining this business and technological know-how to ensure

the best products, client satisfaction, and optimization of human resources.

Eaglstein has participated in

several panel discussions as a distinguished industry expert at various forex-related conferences and tradeshows.

Eaglstein is qualified to serve on our board of directors as a result of his experience founding and leading our Company

since 2016, his extensive background managing FX brokerage and FinTech software companies at the executive level, his deep knowledge

of the forex and financial technology industries, and his demonstrated expertise as a distinguished industry speaker at various forex-related

conferences and tradeshows.

Firoz, Co-Founder, CFO, and Director

Firoz, our Co-Founder, Chief Financial Officer, Secretary, and Director, combines over twenty-four (24) years of experience in financial

services, technology, and risk management senior management.

Previously, he had been involved in multiple companies in the financial

services, technology, and consulting industries, holding positions including Chief Financial Officer, Co-Founder, Director, and management

January 2016 to present, Mr.

Firoz has served as the Co-Founder, Chief Financial Officer, Secretary, and Director of FDCTech, Inc., a

financial technology company specializing in developing and delivering innovative software solutions and business services to the over-the-counter

(OTC) brokerage and financial services industries.

In this role, Mr.

Firoz is responsible for strategic planning and corporate development,

mergers and acquisitions (M&A), financial restructuring, and risk management.

He has guided due diligence efforts, implemented financial

controls, practiced compliance guidelines, and planned disaster recovery strategies.

From January 2019 to present, Mr.

Firoz has owned

Spark Capital Investments, LLC, a management consulting firm that assists small-sized private and public companies.

From July 2024 to

Firoz has served as the Co-Founder and Director of Boumarang Inc., a hydrogen-powered autonomous aerial and marine drone

From September 2025 to present, Mr.

Firoz has served as the interim Chief Financial Officer of Eva Live, Inc., an AI-driven

ad-tech company.

Firoz holds a Bachelor of Engineering (Chemical) from Aligarh University, India (July 1993) and an MBA from the Richard Ivey School of

Business, University of Western Ontario, Canada (April 2001).

Firoz has been a Certified Financial Risk Manager (FRM) from the Global

Association of Risk Professionals (GARP), New Jersey, since January 2003.

Firoz is qualified to serve on our board of directors as a result of his experience in strategic planning, corporate development,

mergers and acquisitions, financial restructuring, and risk management, combined with his credentials as a Certified Financial Risk Manager

(FRM) from the Global Association of Risk Professionals, his MBA from the Richard Ivey School of Business, and his extensive experience

providing management consulting services to public and private companies through his ownership of Spark Capital Investments, LLC.

Platt, Chief Technology Officer

Platt, our Chief Technology Officer, combines over ten (10) years of experience in forex and financial technology senior management.

His expertise includes advanced technical knowledge of databases, programming, product development lifecycles, and a clear understanding

of business needs.

Platt combines his business and technological know-how to ensure quality products, client satisfaction, and optimization

of human resources.

May 2016 to present, Mr.

Platt has served as the Chief Technology Officer of FDCTech, Inc., a financial technology company specializing

in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial

services industries.

In this role, Mr.

Platt manages complex technology and business operations.

Platt holds a degree in Information Systems from Yeshiva University.

He has computer science training from New York University and Oracle

DBA training from Farleigh Dickenson University.

Jonathan Baumgart, Director

Baumgart has been a non-executive director of the Company since June 2021.

Baumgart is considered independent under NYSE and NASDAQ

listing standards.

The Company compensates Mr.

Baumgart for his services on the Board in cash and stock-based equity.

He founded Atomiq

Consulting (“Atomiq”) and has been its Chief Executive Officer since May 2014.

Atomiq specializes in the retail forex industry

and the trading of other high-growth financial assets.

Baumgart completed his International Affairs & Economics undergraduate

degree from the Whittemore School of Business and Economics, University of New Hampshire, Durham.

He completed computer science training at New York University and

Oracle DBA training at Fairleigh Dickinson University.

Baumgart, Director

Baumgart, an Independent Director, combines over twenty (20) years of experience in forex and financial services.

Baumgart is considered

independent under listing standards.

June 2021 to present, Mr.

Baumgart has served as a non-executive Independent Director of FDCTech, Inc., a financial technology company

specializing in developing and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage

and financial services industries.

From May 2014 to present, Mr.

Baumgart has served as the Founder and Chief Executive Officer of Atomiq

Consulting, a consulting firm specializing in the retail forex industry and the trading of other high-growth financial assets.

Baumgart holds an undergraduate degree in International Affairs and Economics from the Whittemore School of Business and Economics, University

of New Hampshire, Durham (2004).

Baumgart is qualified to serve on our board of directors as a result of his experience founding and serving as Chief Executive

Officer of Atomiq Consulting since 2014, his specialized expertise in the retail forex industry and trading of high-growth financial

assets, and his educational background in International Affairs and Economics from the University of New Hampshire.

Kundnani, Director

September 30, 2022, the Company appointed Gope S.

Kundnani as the Director of the Company.

Upon the appointment of Mr.

Kundnani, the

Company currently has four members on its Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience

Kundnani, a Director, combines over twenty-six (26) years of experience in entrepreneurial and financial services senior management,

building successful businesses in the United States, the Middle East, and the United Kingdom.

From May 2018 to the present, Mr.

was the founder and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct

Authority (FCA).

From December 2018 to the present, Mr.

Kundnani founded and is the Director of Blackthorn Finance Limited, an authorized

payments financial services company regulated by the FCA.

From February 1999 to the present, Mr.

Kundnani has been a partner and CEO

Previously, he had been involved in multiple

companies in the financial brokerage, payments, and manufacturing industries, holding positions including Founder, Director, Partner,

and Chief Executive Officer.

September 2022 to present, Mr.

Kundnani has served as a Director of FDCTech, Inc., a financial technology company specializing in developing

and delivering innovative software solutions and business services to the over-the-counter (OTC) brokerage and financial services industries.

From May 2018 to present, Mr.

Kundnani has served as the Founder and Director of Alchemy Prime Markets (operating through Alchemy Prime

Limited), a financial brokerage services company regulated by the Financial Conduct Authority (FCA) in the United Kingdom.

From December

2018 to present, Mr.

Kundnani has served as the Founder and Director of Blackthorn Finance Limited, an authorized payments financial

services company regulated by the FCA.

From February 1999 to present, Mr.

Kundnani has served as a Partner and Chief Executive Officer

of Flexo Pack, a polyethylene product manufacturer with a global customer base.

Kundnani holds an undergraduate business degree from

Mulund College of Commerce, Mumbai, India.

Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India.

Kundnani is qualified to serve on our board of directors as a result of his experience as a seasoned entrepreneur with several

decades of experience building successful businesses across the United States, the Middle East, and the United Kingdom, including founding

and serving as Director of Alchemy Prime Markets, an FCA-regulated financial brokerage services company, and Blackthorn Finance Limited,

an FCA-regulated authorized payments financial services company, as well as his role as Partner and CEO of Flexo Pack, a global polyethylene

products manufacturer.

Relationships

are no family relationships among any of our directors, director nominees, or executive officers.

directors serve until the next annual meeting;

4 unchanged sentences

of Independence

Our board of directors is currently composed of four (4) members, out of

which one (1) director is independent.

board of directors is currently composed of four (4) members, of which one (1) director is independent.

Committee and Conflicts of Interest

3 unchanged sentences

financial expert, nor has the Board of Directors established a nominating committee.

The Board believes such committees are unnecessary

since the Company is an early start-up company with only three (3) directors.

The Company currently lacks a formal audit committee, is aware this does not meet Nasdaq listing standards, and is

actively taking steps to remedy this prior to or in connection with the uplisting, including the addition of independent directors with

financial expertise.

To date, such directors have been performing the functions

of such committees.

Thus, there is a potential conflict of interest in that our three (3) directors and officers have the authority to

Thus, there is a potential conflict of interest in that our four (4) directors and officers have the authority to

determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

13 unchanged sentences

Nevertheless,

every effort will be made to ensure that the board hears the views of stockholders of directors and that the appropriate responses are

every effort will be made to ensure that the board hears the views of stockholders and directors and that the appropriate responses are

provided to stockholders promptly.

1 unchanged sentence

during the upcoming year.

following table sets forth all compensation for the last two fiscal years awarded to, earned by, or paid to our chief executive officer

and our only other compensated executive officer serving in the previous completed fiscal year (collectively, the “Named Executives”):

Mitch Eaglstein,

Compensation Table

following table summarizes all compensation recorded by us in the past two fiscal years for:

principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2025, and December

and 2024 Summary Executive Compensation Table

Name and Principal Position

Nonqualified Deferred

Mitch Eaglstein, CEO (1)

Imran Firoz, CFO (2)

26 unchanged sentences

rendered concerning the acquisition of AML Ltd and the integration of AD Advisory Services Pty Ltd.

January 4, 2024, the Board of Directors issued 150,000 Series B Preferred Stock valued at $211,500 each to Eaglstein and Firoz for services

rendered concerning the acquisition and integration of AML, APL, and ATECH.

Stock Option Grants and Compensations

had no cash bonuses, stock options, non-equity incentive plans, or non-qualified deferred compensation outstanding equity awards as of

the end of the fiscal period ending December 31, 2024, or through the date of filing this report.

Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

Insider Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to

the Company and our officers and directors, as well as our employees that have regular access to material, nonpublic information about

January 4, 2024, the Board of Directors issued 150,000 Series B Convertible Preferred Stock valued at $211,500 each to Eaglstein and

Firoz for services rendered concerning the acquisition and integration of AML, APL, and ATECH.

Company is not currently a party to any employment agreement and has no compensation agreement with any officer or director.

plans to enter into employment agreements with its officers before the uplist.

Equity Awards at Fiscal Year-Ended December 31, 2024

have not granted any stock options to our executive officers since our incorporation.

Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of our securities that applies to the Company and our officers and directors, as well as

our employees who have regular access to material, nonpublic information about

the Company in the normal course of their duties.

10 unchanged sentences

the acquisition and integration of AML, APL, and ATECH.

Benefit and Stock Plans

Stock Incentive Plan

November 2023, our board of directors and, in February 2024, our stockholders approved the FDCTech, Inc.

2023 Stock Incentive Plan (the

“2023 Plan”).

The 2023 Plan is designed to increase stockholder value and advance the interests of the Company by providing

equity-based incentives to attract, retain, and motivate employees, consultants, and directors of the Company.

Administration

2023 Plan is administered by our board of directors or a compensation committee of the board of directors (the “Committee”).

The Committee consists of not less than two directors, each of whom must be a “non-employee director” within the meaning

of Rule 16b-3 of the Securities Exchange Act of 1934 and an “outside director” within the meaning of Section 162(m) of the

Internal Revenue Code.

The Committee has complete authority to award incentives under the 2023 Plan, interpret the Plan, and make any

other determinations it believes necessary and advisable for the proper administration of the Plan.

The Committee’s decisions relating

to the 2023 Plan are final and conclusive on the Company and all participants.

of the Company, employees of the Company or its subsidiaries, members of the board of directors, and consultants or other independent

contractors who provide services to the Company or its subsidiaries are eligible to receive incentives under the 2023 Plan when designated

by the Committee.

Participants may be designated individually or by groups or categories as the Committee deems appropriate.

Participation

by officers of the Company or its subsidiaries and any performance objectives relating to such officers must be approved by the Committee.

Participation is entirely at the discretion of the Committee and is not automatically continued after an initial period of participation.

stock option granted under the 2023 Plan becomes exercisable at such time or times during its term as determined by the Committee at

the time of grant.

The Committee has discretion to accelerate the exercisability of any stock option.

In the case of restricted stock

awards, the restrictions imposed by the Committee may include prohibitions against sale, transfer, pledge, or other encumbrance of the

shares, with such prohibitions lapsing at such time or times as the Committee determines, whether in annual or more frequent installments,

at the time of the death, disability, or retirement of the holder, or otherwise.

Stock appreciation rights become exercisable upon such

conditions as the stock option, if any, to which they relate is exercisable.

of Stock Available for Issuance

Company has reserved a total of 50,000,000 shares of its authorized common stock for issuance under the 2023 Plan.

Shares of common stock

that are issued under the 2023 Plan or are subject to outstanding incentives will be applied to reduce the maximum number of shares remaining

available for issuance.

Shares subject to a participant’s exercise of either an option or a stock appreciation right (but not both,

in the case of a tandem SAR) shall be counted only once.

To the extent that a stock option or SAR granted under the 2023 Plan expires

or is terminated or canceled unexercised as to any shares of common stock, such shares may again be issued under the 2023 Plan.

shares of restricted stock that are forfeited or reacquired by the Company pursuant to rights reserved upon issuance may again be issued

under the 2023 Plan.

authorized number of shares under the 2023 Plan is non-dilutive and will not be affected by reverse or forward stock splits, dividends,

or other distributions of the Company’s common stock.

2023 Plan authorizes the Committee to grant the following types of equity-based incentive awards:

Stock Options and Non-Qualified Stock Options.

Stock options granted under the 2023 Plan entitle the grantee, upon exercise, to purchase

a specified number of shares of common stock from the Company at a specified exercise price per share.

The exercise price cannot be less

than the fair market value of the common stock on the date of grant (or 110% of fair market value for incentive stock options granted

to any employee who owns more than 10% of the combined voting power of the Company).

No option may be exercised more than 10 years after

the date of grant (or five years for 10% stockholders receiving incentive stock options).

Options may not be repriced without stockholder

Appreciation Rights (SARs).

A SAR is a right to receive, without payment to the Company, a number of shares of common stock, cash,

or any combination thereof, the amount of which is determined based on the appreciation in the value of the shares subject to the SAR.

SARs may be granted in tandem with non-qualified stock options or as free-standing awards.

The term of a SAR cannot exceed ten years

and one day from the date of grant.

SARs may not be repriced without stockholder approval.

Awards and Restricted Stock.

A stock award consists of the transfer by the Company to a participant of shares of common stock, without

other payment, as additional compensation for services.

Restricted stock consists of shares of common stock sold or transferred to a

participant at a price determined by the Committee, subject to restrictions on their sale or other transfer.

The Committee determines

the restrictions applicable to restricted stock, including prohibitions against transfer and requirements to forfeit shares upon termination

of employment.

Performance shares consist of awards that are paid in shares of common stock, subject to the achievement of performance objectives

for the Company or one of its operating units by the end of a specified period.

If the performance objectives are achieved, each participant

will be paid in shares of common stock or cash.

If such objectives are not met, each grant of performance shares may provide for lesser

payments in accordance with formulas established in the award.

a Change in Control, any stock option or restricted stock award granted to any participant under the 2023 Plan that would have become

vested upon continued employment shall immediately vest in full and become exercisable.

A “Change in Control” is generally

defined under the 2023 Plan to include:

(i) the acquisition by any person or group of beneficial ownership of 33% or more of either the

outstanding shares of common stock or the combined voting power of the Company’s outstanding voting securities;

(ii) the incumbent

board ceasing to constitute at least a majority of the board;

or (iii) approval by stockholders of a reorganization, merger, consolidation,

liquidation, or sale of substantially all assets of the Company, unless the stockholders of the Company immediately prior to such transaction

continue to hold more than 50% of the combined voting power of the surviving entity.

the event of an acquisition of the Company through the sale of substantially all of the Company’s assets or through a merger, exchange,

reorganization, or liquidation, the Committee is authorized to take any action it deems equitable, including:

(a) providing that all

outstanding vested options be exchanged for stock, securities, or assets that would have been paid to participants if their options had

been exercised immediately prior to the transaction;

(b) providing that participants holding outstanding vested common stock-based incentives

receive cash, securities, or other property equal to the excess of fair market value over the exercise price;

with respect to incentives not cancelled and providing participants the right to earn their respective incentives with respect to the

equity of the successor entity;

or (d) declaring that all unvested or restricted incentives shall be void and terminated, or accelerating vesting.

the 2023 Plan, other than in connection with a change in the Company’s capitalization, stock options and SARs may not be repriced

without stockholder approval.

This prohibition applies to both direct repricing (lowering the exercise price of an option or SAR) and

indirect repricing (canceling an outstanding option or SAR and granting a replacement option or SAR with a lower exercise price, or exchanging

an underwater option or SAR for cash or other awards).

Transferability

stock options may not be transferred or exercised by another person except by will or by the laws of descent and distribution and must

be exercisable during the individual’s lifetime only by the individual.

Non-qualified stock options may, in the sole discretion

of the Committee, be transferrable to permitted transferees, including the participant’s spouse, children, grandchildren, or parents

(collectively, “Family Members”), to trusts for the benefit of Family Members, to partnerships or limited liability companies

in which Family Members are the only partners or shareholders, or to entities exempt from federal income taxation pursuant to Section

501(c)(3) of the Internal Revenue Code.

and Termination

board of directors may amend or discontinue the 2023 Plan at any time;

however, no such amendment or discontinuance shall adversely

change or impair, without the consent of the recipient, an incentive previously granted.

Further, no such amendment shall, without

approval of the stockholders:

(a) increase the maximum number of shares of common stock which may be issued under the Plan;

change or expand the types of incentives that may be granted;

materially increase the benefits accruing to participants.

The 2023 Plan will remain in effect until all incentives granted have

either been satisfied by the issuance of shares or payment of cash or have been terminated, and all restrictions on shares issued

under the Plan have lapsed.

No incentives may be granted after the tenth anniversary of the date stockholders approved the Plan.

Income Tax Consequences

following is a general summary of the current U.S.

federal income tax treatment of awards authorized to be granted under the 2023 Plan:

Stock Options.

A participant will not recognize income on the grant or exercise of an incentive stock option.

However, the difference

between the exercise price and the fair market value of the common stock on the date of exercise is an adjustment item for purposes of

the alternative minimum tax.

Generally, gain or loss from the sale or exchange of shares acquired on the exercise of an incentive stock

option will be treated as capital gain or loss if certain holding period requirements are satisfied.

Non-Qualified

Stock Options and SARs.

A participant generally is not required to recognize income on the grant of a non-qualified stock option

Instead, ordinary income generally is required to be recognized on the date the option or SAR is exercised.

The amount of ordinary

income is equal to the excess of the fair market value of the shares on the exercise date over the exercise price (in the case of options)

or the amount of cash and/or fair market value of shares received (in the case of SARs).

The Company generally is not allowed a deduction in connection with the grant or exercise of an incentive stock option

(unless a disqualifying disposition occurs).

In the case of non-qualified stock options, SARs, restricted stock, and performance shares,

the Company will generally be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, subject

to certain income tax reporting requirements and the limitations of Section 162(m) of the Internal Revenue Code.

terms and number of stock options or other awards to be granted in the future under the 2023 Plan are to be determined in the discretion

of the Committee.

Since no determinations regarding specific future awards or grants have yet been made, the benefits or amounts that

will be received by or allocated to the Company’s executive officers, other eligible employees, non-employee directors, or consultants

in the future cannot be determined at this time.

As of the date of this prospectus, we have not issued any shares under the 2023 Plan.

Policies and Practices as They Relate to Risk Management

believe that the design and objectives of our compensation policies and practices for our employees, including our executive officers,

do not encourage excessive or unnecessary risk-taking that is reasonably likely to have a material adverse effect on the Company.

compensation policies and practices are designed to attract, retain, and motivate qualified employees while aligning their interests

with those of our stockholders and the long-term success of our business.

following elements of our compensation programs are designed to reduce the likelihood of excessive risk-taking:

Compensation Structure.

Our compensation programs include a mix of fixed base salary and variable compensation components, including

short-term cash incentives and long-term equity awards.

This balanced approach helps ensure that employees are not overly incentivized

to pursue short-term results at the expense of long-term value creation.

Equity Incentives.

A significant portion of our executive compensation is delivered through equity awards that vest over multi-year

This design aligns the interests of our executives with those of our stockholders and encourages a focus on long-term Company

performance rather than short-term results.

The use of time-based vesting and performance-based awards further discourages excessive

risk-taking by requiring sustained performance over time.

and Committee Oversight.

Our board of directors and compensation committee maintain oversight of our executive compensation programs

and have the discretion to adjust awards as appropriate based on company performance, market conditions, and individual performance.

This oversight provides a check on potential risk-taking behavior.

on Hedging and Pledging.

Our insider trading policy prohibits our directors and executive officers from engaging in hedging transactions

with respect to the Company’s securities, including short sales, puts, calls, or other derivative transactions.

This policy ensures

that our executives maintain meaningful stock ownership that aligns their interests with those of our stockholders.

Anti-Repricing

The 2023 Plan prohibits the repricing of stock options and SARs without stockholder approval.

This provision prevents

the Committee from reducing exercise prices to reward executives when the Company’s stock price declines, which helps ensure that

executives remain focused on creating long-term stockholder value.

Capital Considerations.

Given the nature of our business as a financial services company with regulated subsidiaries in multiple

jurisdictions, we are subject to regulatory capital requirements that impose constraints on our risk-taking activities.

Our compensation

practices are designed to complement these regulatory requirements and to encourage prudent risk management throughout the organization.

on the foregoing, we have concluded that our compensation policies and practices are not reasonably likely to have a material adverse

effect on the Company.

attempt to make our compensation programs discretionary, balanced, and focused on the long term.

We believe the goals and objectives

of our compensation programs reflect a balanced mix of quantitative and qualitative performance measures to avoid excessive weight on

a single performance measure.

Our approach to compensation practices and policies applicable to employees and consultants is consistent

with that followed for its executives.

Based on these factors, we believe that our compensation policies and practices do not create

risks that are reasonably likely to have a material adverse effect on us.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table lists, as of December 31, 2023, the number of shares of common, Series A Preferred Stock, and Series B Preferred Stock

of our Company that are beneficially owned by (i) each person or entity is known to our Company to be the beneficial owner of more than

5% of the outstanding common stock;

following table lists, as of December 31, 2025, the number of shares of common, Series A Preferred Stock, and Series B Preferred

Stock of our Company that are beneficially owned by (i) each person or entity is known to our Company to be the beneficial owner of

more than 5% of the outstanding common stock;

(ii) each officer and director of our Company;

and (iii) all sole officer and director as a group.

Information relating to beneficial ownership of the common stock by our principal shareholders and management is based upon each person’s

information using “beneficial ownership” concepts under the Securities and Exchange Commission rules.

Under these rules,

a person is deemed to be a beneficial owner of security if that person has or shares voting power, which includes the power to vote or

direct the voting of the security, or investment power, which consists of the power to vote or direct the voting of the security.

person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial ownership within sixty (60) days.

Under the Securities and Exchange Commission rules, more than one person may be deemed a beneficial owner of the same securities, and

a person may be deemed a beneficial owner of securities as to which they may not have any beneficial financial interest.

Except as noted

below, each person has sole voting and investment power.

percentages below are calculated based on 390,584,729 shares of our common stock issued and outstanding for the fiscal year ending December

and Address (1)

and (iii) all sole officer and director

Information relating to beneficial ownership of the common stock by our principal shareholders and management is based

upon each person’s information using “beneficial ownership” concepts under the Securities and Exchange Commission

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which

includes the power to vote or direct the voting of the security, or investment power, which consists of the power to vote or direct

the voting of the security.

The person is also deemed to be a beneficial owner of any security and has a right to acquire beneficial

ownership within sixty (60) days.

Under the Securities and Exchange Commission rules, more than one person may be deemed a

beneficial owner of the same securities, and a person may be deemed a beneficial owner of securities as to which they may not have

any beneficial financial interest.

Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 423,084,729 shares of

our common stock issued and outstanding for the fiscal year ended December 31, 2025.

Name and Address (1)

Mitch Eaglstein

2 unchanged sentences

Officers and Directors as a group (4 persons)

the fiscal year ending December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell

the fiscal year ended December 31, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell

Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company.

3 unchanged sentences

The addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Kundnani owns 200,000,000 in the Company’s common stock personally and through Alchemy Prime Holdings Ltd.

On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group

Kundnani owns 180,000,000 shares of the Company’s common stock personally and through APSI Holdings Limited (formerly known

as Alchemy Prime Holdings Ltd.), located at 74 Back Church Lane, Unit 8, London, E11LX, UK.

(3) Robert J.

30,500,000 in the Company’s common stock personally and resides in Kuala Lumpur, Malaysia.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group

The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing

of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

12,569,080 shares of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH

assigned the Shares to FRH Group Corporation located at 530 Technology Drive, Suite 100, Irvine, CA, also owned by Mr.

Hong resides in Dubai, UAE.

A Preferred Stock

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

and Address (1)

Mitch Eaglstein

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ended December 31, 2025.

Name and Address (1)

Series A Preferred

Kundnani ( 5 )

Series A Preferred

13 unchanged sentences

The Company will receive

$2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $1.00 per share.

$2,500,000 in direct investment from AHL (previously known as Alchemy Prime Holdings Ltd.) Shareholder for Series A Preferred, valued

at $1.00 per share.

January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares

2 unchanged sentences

Company issued to Felix R Hong.

prior to the closing of this offering, all 4,500,000 outstanding shares of Series A Preferred Stock will be retired and cancelled pursuant

to the voluntary surrender and cancellation by the holders thereof.

the retirement of all outstanding shares of Series A Preferred Stock:

No shares of Series A Preferred Stock will remain outstanding;

No shareholder will hold super voting rights with respect to any class or series of our capital stock;

Each share of Common Stock will be entitled to one vote per share on all matters submitted to a vote of stockholders;

The Company will file an Amended and Restated Certificate of Incorporation / a Certificate of Retirement with the Secretary of State

of the State of Delaware to eliminate the Series A Preferred Stock from our authorized capital / reflect the retirement of the Series

A Preferred Stock;

The voting power of each share of Common Stock as a percentage of total voting power will increase proportionally and no longer be diluted

by the super-voting rights of the Series A Preferred Stock.

holders of Series A Preferred Stock have agreed to surrender their shares for cancellation without receiving any cash consideration in

connection with the retirement.

The retirement of Series A Preferred Stock will not result in the issuance of any additional shares of

Common Stock.

B Preferred Stock

percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

and Address (1)

Alchemy Prime Holdings Ltd.

percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ended December 31, 2025.

Name and Address (1)

APSI Holdings Limited (1)

Series B Preferred

Eaglstein, CEO, Director

Series B Preferred

Imran Firoz, CFO, Director

Series B Preferred

FRH Group Corporation (2)

Series B Preferred

Kundnani (1) , Director

Series B Preferred

Eaglstein (4)

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

The Series B Preferred Stock are non-dilutive and are not subject to stock splits or any other adjustments to the Company’s

common stock.

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time

by the holder of such shares.

Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by

the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders

As a result, 2,361,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis.

As a result, 2,371,844 Series B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share

November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $2,538,000 for the purchase of 49.90%

13 unchanged sentences

Kundnani for cash valued at $1.41 per share.

On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nicky G.

Kundnani for services

valued at $1.41 per share.

Unless otherwise indicated below, the address for each beneficial owner is c/o 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Kundnani controls APSI Holdings Limited.

Kundnani and APSI Holdings Limited’s address is at 74 Back Church Lane, Unit

8, London, E11LX, UK.

FRH Group is located at 530 Technology Drive, Suite 100, Irvine, CA.

Barnet resides at 60 Kavenish Dr, Rancho Mirage, CA, 92770.

Eaglstein Resides at 2661 Riverport Dr North, Jacksonville, Florida, 32223.

Kundnani resides at 9RINS Hendrikkade 132 E, Amsterdam, 1011, Netherlands.

the retirement of all outstanding shares of Series A Preferred Stock immediately prior to the closing of this offering, holders of our

Common Stock will be entitled to one vote per share on all matters submitted to a vote of stockholders.

We will not have any outstanding

shares of capital stock with super voting rights following the closing of this offering.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

following is a description of transactions since January 1, 2022 to which we were a party in which (i) the amount involved exceeded or

will exceed the lesser of $120,000 or one percent (1%) of our average total assets at year-end for the last two completed fiscal years

and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family

of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest,

other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive

and Director Compensation.”

February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (“FRH

The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019.

The Notes are convertible

into Common Stock initially at $0.10 per share but may be discounted under certain circumstances;

in no event will the conversion

price be less than $0.05 per share.

The Notes carry an interest rate of 6% per annum, which is due and payable at maturity.

March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan

Eaglstein and 400,000 shares to Brent Eaglstein at $0.05 per share, a cumulative cash amount of $70,000.

Eaglstein and Mr.

are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group

The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908 in return for issuing

12,569,080 shares of unregistered Common Stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH

assigned the Shares to FRH Group Corporation, also owned by Mr.

September 2022, the Company issued 30 million Common Stock for $300,000 to Alchemy Prime Limited (APL) and appointed Gope S.

Kundnani as the director of the Company.

As the director’s compensation, the Company issued 5,000,000 Common Stock, valued at

Kundnani is the director and owner of APL.

January 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $550,000.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Director of the Company.

As of September

30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000,

and 1,000,000 shares, respectively.

September 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100% of Alchemy Markets

DMCC (Alchemy UAE), 100% of APL, and 49.90% of AML.

The Company terminated the acquisition of Alchemy UAE in October 2023.

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from APSI Holdings Limited (APSI),

previously known as Alchemy Prime Holdings Ltd (APHL), in exchange for 833,621 Series B Convertible Preferred Stock.

The Company did

not exchange cash in the transaction.

The Company has issued the Series B Convertible Preferred Stock to APSI.

Kundnani, a related party,

is the sole shareholder of APSI, a related party.

As a result, the Company now owns one hundred percent (100.00%) of AML, an operating

entity of Alchemy BVI.

November 30, 2023, the Company purchased one hundred percent (100.00%) of all the issued and outstanding shares of APL, an FCA-regulated

brokerage, from APSI in exchange for 966,379 Series B Convertible Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series B Convertible Preferred Stock APSI.

Kundnani, a related party, is the sole shareholder of APSI.

a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $2.5 million.

FDCTech has issued the Series A Preferred

stock to Kundnani.

a related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million.

FDCTech has issued the Common stock to Kundnani.

December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $20,000 as a related party advance for

3 unchanged sentences

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M.

Eaglstein, CEO and Director, for services valued

Series B Convertible Preferred Shares in January 2024.

January 4, 2024, the Company issued 150,000 Series B Convertible Preferred Stock to Imran Firoz, CFO and Director, for services valued

at $1.41 per share.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $1.41 per

January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S.

Kundnani for services valued at $1.41 per share.

On January 30, 2024, the Company issued

141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $1.41 per share.

January 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to Gope S.

Kundnani for services valued at $1.41 per

January 4, 2024, the Company issued 150,000 Series B Convertible Preferred Stock to Mitchell M.

Eaglstein, CEO and Director, for services

valued at $1.41 per share.

January 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to FRH Group for services valued at $1.41 per share.

January 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to William B.

Barnett, Esq., for services valued at $1.41

January 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to Susan E.

Eaglstein for services valued at $1.41 per

January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares

of Series A Preferred Stock of the Company issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the

Company issued to Felix R Hong.

February 7, 2025, the Company issued 10,000 Series B Convertible Preferred Stock to Nicky G.

Kundnani for services valued at $1.41 per

and Kundnani hold 4,000,000 and 500,000 shares of our Series A Preferred Stock, representing 100.00% of all issued and outstanding Series

A Preferred Stock.

Immediately prior to the closing of this offering, all 4,500,000 shares of Series A Preferred Stock held by the holders

will be retired and canceled.

Holders of Series A Preferred Stock will not receive any cash consideration in connection with retirement.

ACCOUNTANT FEES AND SERVICES

April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton,

Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023.

On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting

firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.

The Company retained Bolko for less

than a year, and we did not file any Form 10K reports with the SEC.

During the period that Bolko was the Company’s auditor through

March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure,

or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in

its reports on the Company’s financial statements for such periods.

March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California

(“FCPA”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.

2, 2024, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship with its independent registered

public accounting firm, FCPA, effective as of July 2, 2024.

FCPA was only retained by the Company for less than a year, and no reports

were filed with the SEC.

During the period that FCPA was the Company’s auditor through July 2, 2024, there were no disagreements

with FCPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which,

if not resolved to the satisfaction of FCPA, would have caused FCPA to refer to the matter in its reports on the Company’s financial

statements for such periods.

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co.

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of the Public

Company Accounting Oversight Board (PCAOB) in the United States and a member of the Canadian Public Accountability Board (CPAB) in Canada.

the fiscal year ending December 31, 2024, the Company paid $139,750 to Olayinka and $75,000 to FCPA.

The fees include auditing our annual

financial statements for the fiscal year ending December 31, 2023, and 2022 and reviewing Forms 10-Q for 2023 or services generally provided

by the accountant concerning statutory and regulatory filings for the fiscal year.

the fiscal year ending December 31, 2023, the Company paid $64,800 to BF Borgers and $15,000 to Bolko.

of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Board of Directors’ policy is to pre-approve all our independent registered public accounting firm’s services.

year 2024, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services.

These services

include audit services.

Our independent registered public accounting firm must periodically report to our Board of Directors regarding

the extent of services offered by our independent registered public accounting firm by this pre-approval policy.

Our Board of Directors

may also delegate pre-approval authority to one or more members.

Such members must report any pre-approval to our Board of Directors

at the next meeting.

— History of Independent Registered Public Accounting Firms

the number of auditor changes the Company has undergone in recent years, the following background is provided for context.

April 2023, BF Borgers CPA PC served as the Company’s independent registered public accounting firm and audited the Company’s

consolidated financial statements for the fiscal years ended December 31, 2021, and December 31, 2022.

In May 2024, the Public Company

Accounting Oversight Board (PCAOB) permanently revoked BF Borgers’ registration and barred its principals following findings

of securities fraud.

No fees were paid to BF Borgers in fiscal years 2025 or 2024;

the Company paid $64,800 to BF Borgers in fiscal year

2023 for services related to the fiscal year ended December 31, 2022, and 2021.

April 18, 2023, the Board of Directors engaged Bolko & Company, Boca Raton, Florida (“Bolko”) as the Company’s

independent registered public accounting firm.

On March 4, 2024, the Board terminated its relationship with Bolko.

The Company retained

Bolko for less than one year and did not file any Annual Reports on Form 10-K with the SEC during that period.

There were no disagreements

with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during

the period of engagement.

The Company paid $15,000 to Bolko in fiscal year 2023.

March 4, 2024, the Board engaged Fortune CPA Inc., Orange, California (“FCPA”) as the Company’s independent registered

public accounting firm.

On July 2, 2024, the Board terminated its relationship with FCPA.

The Company retained FCPA for less than one

year and did not file any Annual Reports on Form 10-K with the SEC during that period.

There were no disagreements with FCPA on any matter

of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the period of engagement.

The Company paid $75,000 to FCPA in fiscal year 2024.

On July 2, 2024, the Board engaged Olayinka Oyebola & Co.

(“Olayinka”),

Lagos, Nigeria (PCAOB Firm ID:

5968), as the Company’s independent registered public accounting firm.

Olayinka audited the Company’s

consolidated financial statements for the fiscal years ended December 31, 2024, and December 31, 2023, and reviewed the Company’s

quarterly reports on Form 10-Q filed during the period of engagement.

On April 3, 2025, the Board dismissed Olayinka following its designation

as a Prohibited Service Provider by OTC Markets Group.

There were no disagreements with Olayinka on any matter of accounting principles

or practices, financial statement disclosure, or auditing scope or procedure during the period of engagement.

See Item 9 of this Annual

Report for further details regarding the change in independent registered public accounting firm.

April 3, 2025, the Board engaged LAO Professionals (PCAOB Firm ID:

7057) as the Company’s independent registered public accounting

firm, effective April 3, 2025.

LAO Professionals is currently serving as the Company’s independent registered public accounting

firm and has audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2025, and reaudited

the Company’s consolidated financial statements for the fiscal year ended December 31, 2024.

The reaudited fiscal year 2024 financial

statements are included in Item 8 of this Annual Report.

the fiscal year ended December 31, 2025, the Company paid $55,000 to LAO Professionals for audit and quarterly review services, which

include the fiscal year 2025 annual audit, the reaudit of the fiscal year 2024 consolidated financial statements, and the review of

interim quarterly financial statements.

In addition, the Company paid $53,750 to Olayinka Oyebola & Co.

in fiscal year 2025, representing

the outstanding balance of fees owed for audit and quarterly review services rendered by Olayinka prior to its dismissal on April 3,

2025, including the completion of the fiscal year 2024 annual audit.

Accordingly, total audit fees paid in fiscal year 2025 were $108,750.

the fiscal year ended December 31, 2024, the Company paid $139,750 to Olayinka Oyebola & Co.

for the audit of the Company’s

annual consolidated financial statements for the fiscal years ended December 31, 2025, and December 31, 2024, and for the review of quarterly

reports on Form 10-Q.

The Company also paid $75,000 to Fortune CPA Inc.

in fiscal year 2024 for services rendered during the period of

FCPA’s engagement from March 4, 2024, to July 2, 2024.

Accordingly, total audit fees paid in fiscal year 2024 were $214,750.

Audit-Related

incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko, for audit-related

fees other than those disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2024 for professional services rendered by Olayinka, FCPA, FHH, BF Borgers, or Bolko for tax compliance,

tax advice, or tax planning other than the fees disclosed above under the caption “Audit Fees.”

incurred no other fees or expenses in 2024 for any other products or professional services rendered by Olayinka, FCPA, FHH, BF Borgers,

or Bolko, other than as described above.

Company did not incur any audit-related fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc.

in fiscal years

2025 or 2024 for assurance and related services reasonably related to the performance of the audit or review of the Company’s financial

statements, other than those disclosed above under the caption “Audit Fees.”

Company did not incur any fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc.

in fiscal years 2025 or 2024 for

professional services related to tax compliance, tax advice, or tax planning.

Company did not incur any other fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc.

in fiscal years 2025 or

2024 for any products or professional services not described under the captions above.

of Directors Pre-Approval of Audit and Permissible Non-Audit Services

Board of Directors is responsible for the appointment, compensation, and oversight of our independent registered public accounting firm.

Our Board of Directors’ policy is to pre-approve all audit and permitted non-audit services provided by our independent registered

public accounting firm prior to the commencement of any such engagement.

Pre-approval is generally provided for up to one year and covers

specific categories of services and associated fee thresholds.

fiscal year 2025, our Board of Directors pre-approved 100% of all services provided by LAO Professionals.

All fees described above under

“Audit Fees” were pre-approved by the Board of Directors in accordance with this policy.

Our independent registered public

accounting firm periodically reports to our Board of Directors regarding the extent of services provided pursuant to the pre-approval

Our Board of Directors may also delegate pre-approval authority to one or more of its members, provided that any such pre-approval

decision is reported to the full Board at its next scheduled meeting.

STATEMENT SCHEDULES.

Financial Statements

of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets as of December 31, 2024 and December 31, 2023

Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023

Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and December 31, 2023

Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023

to the Consolidated Financial Statements

Certification

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

Certification

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

Certification

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

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

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

Report of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024

Consolidated Statements of Operations for the fiscal year ended December 31, 2025 and December 31, 2024

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and December 31, 2024

Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2025 and December 31, 2024

Notes to the Consolidated Financial Statements

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 31, 2025

April 17, 2026

Mitchell Eaglstein

1 unchanged sentence

Executive Officer)

March 31, 2025

April 17, 2026

Accounting Officer)

2 unchanged sentences

Mitchell Eaglstein

Chief Executive Officer (Principal Executive

March 31, 2025

Financial Officer (Principal Financial and Accounting

March 31, 2025

Chief Executive Officer (Principal Executive Officer)

Financial Officer (Principal Financial and Accounting Officer)

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets as of December 31, 2024 and December 31, 2023

Statements of Operations for the fiscal year ending December 31, 2024 and December 31, 2023

Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and December 31, 2023

Statements of Cash Flows for the fiscal year ending December 31, 2024 and December 31, 2023

to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB:

Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024

Consolidated Statements of Operations for the fiscal year ended December 31, 2025, and December 31, 2024

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and December 31, 2024

Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2025, and December 31, 2024

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

the Board of Directors and Stockholders of FDCTech Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of FDCTECH, INC (the ‘Company’) as of December 31, 2024, and 2023,

have audited the accompanying consolidated balance sheets of FDCTech Inc.

(the ‘Company’) as of December 31, 2025, and 2024,

and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for

each of the two years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”).

period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of

the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended December

the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the period ended December

31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2, the Company suffered an accumulated deficit of $2,563,620.

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans with regards to these matters are also described in Note 2 to the financial

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

24 unchanged sentences

(1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

(2) involve our especially challenging, subjective, or complex judgments.

Communication of critical audit matters does not alter in

1 unchanged sentence

separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Olayinka Oyebola

OYEBOLA & CO.

(PCAOB ID 5968)

discussed in Note 2 of the financial statements, 3 (three) of the company’s subsidiaries offer trading services and solutions,

specializing in OTC and exchange-traded markets in Europe;

this accounted for 67% of the total revenue, and it was generated from Commission, Swap, profit from trading, and net floating profit.

The Company operates its brokerage business in two segments:

retail and institutional

(“clients” or “customers”).

Through its retail and institutional segment, the Company provides its customers

(individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread

bets, and contracts for difference (“CFDs”) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds,

and interest rate products, as well as OTC options.

identified the sufficiency of audit evidence over the streams of revenue as a critical audit matter due to the fact that the evaluation

of the sufficiency of audit evidence required subjective auditor judgment because of the large volume of data and the information technology

(IT) applications utilized in the revenue recognition process in capturing the revenue data.

We Addressed the Matter in Our Audit

Evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue, including general IT controls and IT application controls.

Involved IT professionals with specialized skills and knowledge who assisted in the identification and testing of certain IT systems, including the design of audit procedures, used by the Company for the processing and recording of revenue.

Recalculated the recorded revenue for a sample of transactions by comparing the amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts with customers and other relevant and reliable third-party data.

Confirmed key contract terms with clients for a selection of contracts.

We challenged the management about the data integrity and performed a walk-through of the trading platform.

We evaluated the sufficiency of the audit evidence obtained by assessing the results of the procedures performed over revenue.

Related party balances and transactions

As disclosed in Note 5 of the financial statements,

under Post-Acquisition Related Party Balances.

AIL carried a current account receivable of $35,65,901 due from Alchemy Capital Markets

Ltd and Related Party payable of $25,611,280 due to Alchemy DMCC, a related party affiliate, included within the Related Party line on

the consolidated balance sheet.

This balance reflects trading activity and liquidity arrangements conducted by AIL in the ordinary course

of its operations as a securities dealer.

The Company has entered into a number of transactions with these related parties in the form

of loans and advances.

The reasons we determined this as a critical audit

matter were related to (i) the amounts are material to the financial statement;

(ii) Auditor judgment was involved in assessing the sufficiency

of the procedures performed to identify related parties and related party transactions of the Company.

the Critical Audit Matter Was Addressed in the Audit

performed the following procedures to evaluate the identification of the related party transactions by the Companies:

background checks and reviewed other public research sources for information related to transactions

between the Company and its related parties.

agreements between the Company and related parties and reviewed for proper accounting and

confirmations from the related parties for the account balances.

transaction details as posted to the accounting software from the bank statement and the

Company’s trading platform.

funds and clients’ funds obligations

disclosed in Note 11, the Company is required to segregate client funds.

Client money is held in statutory trust accounts and is not

available for general corporate use.

The difference between client money assets and liabilities represents client funds held with trading

counterparties (liquidity providers) and amounts in transit.

identified the evaluation of the sufficiency of audit evidence over client funds as a critical audit matter due to the fact that it required

the auditor’s judgment to determine the outstanding balances, as the transactions were volatile and subject to exchange rate fluctuations.

the Critical Audit Matter Was Addressed in the Audit

evaluated the design and tested the operating effectiveness of certain internal controls

related to the customer funds and customer funds obligations process.

involved IT professionals with specialized skills and knowledge, who assisted in the identification

and testing of general IT controls and process-level IT risks, and confirmed the data integrity

of the documents provided.

the data from the trading platform to confirm that intercompany balances were eliminated

obtained confirmation from the clients.

transaction details as posted to the accounting software from the bank statement and trading

Lateef Awojobi

PROFESSIONALS

have served as the Company’s auditor since 2025.

March 31, 2025

April 15, 2026

BALANCE SHEETS

Accounts receivable, net

of allowance for doubtful accounts of $ 22,382 and $ 175,640 , respectively

Prepaid expenses –

Subscription receivable

Loan receivable

receivable, net of allowance for doubtful accounts of $ 22,382

and $ 175,640 ,

expenses – current

Current Assets

Capitalized software, net

Investment through subsidiary

Accrued income

Acquired intangible assets

Related party guarantee

Tax receivable

Fair value of trading positions

for the firm, profit

Right of use (lease)

Liabilities and Stockholders’ Deficit

Accounts payable

Non-Current Assets

software, net

through subsidiary

intangible assets

trade and tax receivable

of trading positions for the firm, profit

of use (lease)

and Stockholders’ Deficit

Line of credit

Accrued expenses, related

Business acquisition loan

Cares act- paycheck protection

program advance

Related party advances

Customer funds

Fair value of trading positions

for the firm, loss

Operating lease liability,

expenses, related party

acquisition loan

act- paycheck protection program advance

party advances

lease liability, current

current liabilities

Current liabilities

Deferred tax liabilities

SBA loan – non-current

Operating lease liability,

tax liabilities

– non-current

lease liability, non-current

interest – non-current

Commitments and Contingencies

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000

and 6,500,000 issued and outstanding, as of December 31, 2024, and December 31, 2023

Series B Preferred Stock, par value $ 0.0001 ,

3,500,000 shares authorized, 2,361,844 and 1,800,000 issued and outstanding, as of December 31, 2024, and December 31, 2023

and Contingencies (Note 10)

Stockholders’

Series A Preferred stock, par value $ 0.0001 , 10,000,000 shares

authorized, 4,500,000 and 6,500,000 issued

and outstanding, as of December 31, 2025 and December 31, 2024

Series B Preferred Stock,

par value $ 0.0001 ,

shares authorized, 2,371,844 and 2,361,844

issued and outstanding, as of December 31, 2025, and December

Preferred Stock, value

Common stock, par value $ 0.0001 , 500,000,000 shares authorized;

and 388,584,729 shares issued and outstanding, as of December 31, 2024, and December 31, 2023

Additional paid-in capital, Common Series A,

Accumulated other comprehensive income

Accumulated deficit

( 2,563,620 )

( 2,643,647 )

Common stock, par value $ 0.0001 ,

750,000,000 shares

423,084,729 and

391,084,729 shares

issued and outstanding, as of December 31, 2025, and December 31, 2024

Additional paid-in capital,

Common Series A, Series B

Subscription receivable

Accumulated other comprehensive

FDCTech, Inc.

4 unchanged sentences

STATEMENTS OF OPERATIONS

Technology & software

Wealth management

Investment and Brokerage

and Brokerage

Cost of sales

1 unchanged sentence

Wealth management

Investment and Brokerage

and Brokerage

cost of sales

Operating expenses:

General and administrative

1 unchanged sentence

operating expenses

Operating loss

Other income (expense):

Other interest expense

Other income (expense)

income (expense)

other income (expense)

Income (loss) before provision

(loss) before provision for income taxes

for income taxes

Provision for income taxes

income (loss)

Net (income) loss attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

Net loss per common

share, basic and diluted

Weighted average number

of common shares outstanding basic and diluted

Other comprehensive income

Change in foreign currency

Total other comprehensive

income (loss)

Total comprehensive

income (loss) attributable to FDCTech’s shareholders

loss per common share, basic and diluted

average number of common shares outstanding, basic and diluted

Other comprehensive

income (loss):

in foreign currency translation

other comprehensive income (loss)

comprehensive income (loss)

attributable to noncontrolling interests

Comprehensive income

(loss) attributable to FDCTech stockholders

Comprehensive

income (loss) attributable to noncontrolling interests

Comprehensive

income (loss) attributable to FDCTech stockholders

accompanying notes to the financial statements.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

other comprehensive

Stockholders’

Balance, December 31, 2022

comprehensive

year ended December 31, 2024 (Restated)

December 31, 2023

$ ( 2,643,647 )

Common shares issued for financing cost at

$ 0.0114 per share

Common shares issued for cash valued at $ 0.0048

Common shares issued for services at $ 0.013

Common shares issued for cash valued at $ 0.11

Common shares issued for warrant settlement

valued at $ 0.018 per share

Series A Preferred Stock issued for cash valued

at $ 1.00 per share

Series B Preferred Stock issued for acquisition

valued at $ 1.41 per share

Changes in APIC due to acquisition of APL &

A Preferred canceled

( 2,000,000 )

Intercompany guarantee

Forex gain (loss) on consolidation

Balance, December 31,

B issuances at $ 1.41

Stock adjustment

stock issued for cash valued at $ 0.0144

in APIC due to shares issued at a discount

in APIC due to common control

( 8,000,000 )

( 8,200,000 )

Series A Preferred canceled

income (loss)

December 31, 2024

$ ( 8,000,000 )

Series B issuances at $ 1.41 per share

Common stock issued for cash valued at $ 0.0144

Common stock issued for cash valued

Increase in APIC due to shares issued at a

Change in APIC due to common control

$ ( 2,662,428 )

year ended December 31, 2025

$ ( 8,000,000 )

$ ( 2,662,428 )

Common stock issued for services

Series B issuances at $ 1.41

Change in APIC due to common

Capital contributions

FX gain (loss)

Net income (loss)

Balance, December 31,

December 31, 2025

$ ( 8,000,000 )

3 unchanged sentences

Net income (loss)

Adjustments to reconcile net loss to net cash

used in operating activities:

Software amortization

Common stock issued for services

Series B stock issued for services

Adjustments to reconcile net

loss to net cash used in operating activities:

stock issued for services

Series B stock issued for

Accounts receivable allowance

Subscription receivable

( 8,000,000 )

Fixed assets, net

Acquired intangible assets

Change in assets and liabilities:

in assets and liabilities:

Gross accounts receivable

OID Promissory Note

Loan receivable

Related party receivable

( 35,794,906 )

( 1,682,450 )

Accounts payable

Other current liabilities

( 3,195,117 )

Accrued interest

1 unchanged sentence

( 5,712,901 )

Fair value of trading position, net

( 18,693,481 )

Fair value of trading position,

Operating lease

1 unchanged sentence

Related party guarantee

Trade and tax receivable

( 2,635,134 )

Tax receivable by subsidiaries

Accrued income

( 1,037,574 )

( 1,035,619 )

Right of use of assets (lease)

Accrued expenses, related

expenses, related party

cash used in operating activities

$ ( 40,984,998 )

Investing Activities:

$ ( 13,621,417 )

Capitalized software

Effect of exchange rates

Business acquisition seller’s note

Changes in paid-in capital

( 1,582,325 )

Purchase price of acquisitions

Business acquisition seller’s

in paid-in capital

cash used in investing activities

Financing Activities:

Borrowing from (payments to) line of credit

Promissory Note

Net proceeds from CARES Act - paycheck protection

Borrowing from (payments to)

line of credit

Net proceeds from CARES Act

- paycheck protection program

Net proceeds from SBA loan

Related party advances

Stock issued for financing

Common stock issued for cash

1 unchanged sentence

Series A for cash and cancelation

Noncontrolling interest

Capital contribution

Noncontrolling

cash provided by financing activities

1 unchanged sentence

( 7,707,208 )

( 5,939,504 )

at beginning of the period

2 unchanged sentences

paid for interest

Non - cash investing and

financing activities:

stock issued for financing & warrant settlement

Series B Preferred Stock

for acquisition

investing and financing activities:

accompanying notes to the financial statements.

1 unchanged sentence

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

Delaware laws, the founders incorporated the Company as Forex Development Corporation on January 21, 2016.

On February 27, 2018, the

Company changed its name to FDCTech, Inc.

The name change reflects the Company’s commitment to expanding its products and services

in the FX and financial markets for OTC brokers.

The Company provides innovative and cost-efficient financial technology (‘fintech’)

and business solutions to OTC Online Brokerages (“customers”).

Company is a financial technology company specializing in developing and delivering innovative software solutions and business services

to the over-the-counter (OTC) brokerage and financial services industries.

The company provides a range of proprietary and third-party

technology solutions, including its flagship Condor Trading Technology , which supports multi-asset trading, risk management, and

pricing for forex, equities, commodities, and digital assets.

follows a strategic growth model centered on acquiring, integrating, and scaling legacy financial services firms.

Through its recent

acquisitions, the company has expanded its global footprint in wealth management, brokerage, and financial advisory services.

subsidiaries include:

Advisory Services Pty Ltd.

(ADS) – An Australian-regulated wealth management firm managing over $530 million in client

assets with a network of 28 financial advisors.

(AML) – A Malta-based investment firm regulated by the Malta Financial Services Authority (MFSA), offering

trading services across multiple asset classes in various European markets.

Prime Limited (APL) – A UK-based investment firm regulated by the Financial Conduct Authority (FCA), providing investment

advisory and brokerage services.

(ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries

and affiliated companies.

continues to drive innovation by developing next-generation trading platforms, such as the Condor Pro Multi-Asset Trading Platform ,

and expanding its market reach.

The company remains committed to leveraging proprietary technology and regulatory expertise to enhance

operational efficiencies and client engagement across global financial markets.

we have three primary business segments:

(1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development.

Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary

regulatory licenses, and a proven executive team.

The Company plans to acquire, integrate, transform, and scale legacy financial service

The Company believes its proprietary technology and software development capabilities allow legacy financial services companies

immediate exposure to – forex, stocks, ETFs, commodities, social/copy trading, and other high-growth fintech markets.

December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired 51 % of ADFP’s issued and outstanding shares of capital stock in exchange for 45,000,000

(the “Consideration”) newly issued “restricted” common shares.

The operating and licensed entity of ADFP is AD

Advisory Services Pty Ltd.

ADFP owns one hundred percent ( 100 %) equity interest in AD Advisory Services Pty Ltd (“ADS”).

As a result, the Company is 51 % the owner of ADS.

The Company closed the acquisition on December 22, 2021, and combined the financial

statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.

December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 %

equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary

(“FDCTech,” “the Company,” “we,” “us,” or “our”) is a financial technology

company incorporated in the State of Delaware, United States of America, and is publicly traded on the OTC markets under the ticker symbol

The Company is a fully reporting public company subject to the reporting obligations of the Securities Exchange Act of 1934,

Company was founded in January 2016 as a back-office technology solution provider to the over-the-counter (“OTC”) brokerage

and financial services industries.

Through a series of strategic acquisitions, the Company has evolved into a diversified global financial

technology platform.

These acquisitions include AD Advisory Services Pty Ltd.

(2021), Alchemy Markets Ltd.

(“AML”), formerly known as NSFX Ltd (“NSFX”).

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $ 350,000 to purchase the controlling interest in AML.

To comply with the

BVI Companies Act requirement for the change of ownership, the company amended the Agreement in June 30, 2023.

The Company closed the

acquisition as of June 30, 2023, and consolidated the fair value of AML’s assets and liabilities from June 30, 2023.

Company completed the acquisition of the remaining 49.90 % of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy

BVI), formerly known as New Star and its subsidiary AML on November 30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings

(APHL), through an exchange for 833,621 Series B preferred convertible stocks (“Series B Preferred Stock”) valued at

$ 1,175,406 .

Company”) completed the acquisition of 100.00 % of the issued and outstanding shares of Alchemy Prime Limited (“APL”)

on November 30, 2023 (“Acquisition Date”) from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $ 1,362,594 .

Kundnani (“Kundnani”) is the sole controlling shareholder, holding one hundred percent (100%)

shareholding in APHL.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Bank Acquisition Termination

April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa.

As part of the termination, the Company

shall pay the community bank a sum of $ 100,000 in six equal installments of $ 15,000 and one final payment of $ 10,000 from April 2024

to November 2024.

AlchemyTech Ltd.

March 19, 2024, the Company established Alchemytech Ltd.

(ATECH), a Cypriot company.

ATECH provides the Company’s subsidiaries

and affiliate companies with information technology, sales, and marketing services.

(1) Investment

and Brokerage

Brokerage (Europe) – Alchemy Markets Ltd.

is an investment firm regulated by the Malta Financial Services Authority (MFSA).

The MFSA authorizes AML to deal with its account (market

maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail and professional clients, and hold and control

clients’ money and assets.

AML trading platform services in the English, French, German, Italian, and Arabic-speaking markets,

whereby customers can trade in currency, commodity, equity, and digital assets-linked derivatives in real time.

AML is authorized countries

to do business include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,

Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia,

Spain, Sweden.

the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring

€ 5.6 million in client equity.

The newly acquired clients are primarily German retail investors trading Contracts for Difference

(CFDs) and equities through the Gettex exchange.

This acquisition marks the Company’s official entry into the German retail market.

AML acquired 35 clients from a Cypriot-based brokerage, transferring over $800,000 in client equity.

Most of these

clients are French, helping the Company establish its foothold in the French market.

has also secured authorization in terms of Article 6 of the Investment Services Act, Chapter 370 of the Laws of Malta, to offer equities

and money market securities, enabling the Company to provide stocks and interest-yielding products.

This authorization positions the

Company to grow its asset base on deposits and expand its product portfolio.

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $ 4,874,820 and $ 4,351,474 , respectively.

For the fiscal

year ending December 31, 2023, the Company consolidated revenue of AML from December 1, 2023, to December 31, 2023, compared to the full

year for fiscal 2024.

Brokerage (UK) – Alchemy Prime Ltd.

is an investment firm regulated by the Financial Conduct Authority (FCA).

It provides investment advice, acts as an agent and principal,

safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets, and is authorized to do business

in several countries, including England, Scotland, Wales, and Northern Ireland.

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $ 13,928,364 and $ 664,579 , respectively.

For the fiscal

year ending December 31, 2023, the Company consolidated revenue of APL from December 1, 2023, to December 31, 2023, compared to the full

year for fiscal 2024.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Management – AD Advisory Services Pty Ltd.

December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd

ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland, Australia, 4000 (“ADFP” or “Target”).

to the Agreement, the Company acquired a controlling interest of fifty-one percent ( 51.00 %) of ADFP’s issued and outstanding shares

of capital stock in exchange for 45,000,000 (the “Consideration”) newly issued “restricted” common shares.

operating and licensed entity of ADFP is AD Advisory Services Pty Ltd.

ADFP owns one hundred percent ( 100.00 %) equity

interest in ADS.

As a result, the Company owns 51.00 % of ADS.

The Company closed the acquisition on December 22, 2021, and combined the

financial statements of ADS in its annual report, 10-K, filed with the SEC on March 28, 2022.

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 28 financial advisors and $530+ million in

funds under advice.

ADS provides licensing solutions for financial advisers and accountants in Australia and offers financial planners

different licensing, compliance, and education solutions to meet their practice’s specific needs.

consolidated revenues for the fiscal year ending December 31, 2024, and 2023 were $ 6,498,404 and $ 5,927,424 , respectively.

(3) Technology

& Software Development – Condor Trading Technology

Company provides technology and software development for digital assets.

In the retail foreign exchange trading space, where individuals

speculate on the exchange rate between different currencies, our customers are forex brokerages, prime of prime brokers, prime brokers,

The Company generates revenues by licensing its trading technology infrastructure, including but not limited to trading platforms

(desktop, web, mobile), back office, and CRM and banking integration technology.

Company has three sources of revenue.

Solutions – The Company licenses its proprietary and sometimes resells third-party technologies to customers.

Our proprietary

technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Digital Assets Web Trader Platform,

and other digital assets-related solutions.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

Services— The Company’s turnkey business solutions include Start-Your-Own brokerage (“SYOB”), Start-Your-Own

Prime Brokerage (“SYOPB”), and FX/OTC liquidity solutions.

Company’s Condor Pro Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user

experience), back-end (reporting system), news feeds, and charting system.

The Condor Pro Multi-Asset Trading Platform includes risk

management (dealing desk, alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity

providers or market makers.

We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities,

digital assets, and other financial products.

Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year ending

December 31, 2019.

The Company has also developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor

The Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements.

Condor Back Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by the European

Securities and Market Authority (ESMA) implemented across the European Union on January 3, 2018.

Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading

stocks, ETFs, and other financial markets from their mobile phones.

The Company expects to commercialize the Condor Investing & Trading

App by the end of the fourth quarter of the fiscal year ending December 31, 2025.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Company has no patents or trademarks on its proprietary technology solutions.

Company acts as an adviser/strategic consultant and reseller of its proprietary technologies in the digital assets and blockchain space.

The Company expects to generate additional revenue from its digital asset-related solutions.

Such solutions include revenues from the

development of a custom digital assets exchange platform for customers, the sale of the non-exclusive source code of the digital assets

exchange platform to third parties, white-label fees of digital assets exchange platforms, and the sale of aggregated digital assets

data price feed from various digital assets exchanges to OTC brokers.

The Company initially plans to develop the technology architecture

of the digital assets exchange platform for its customers.

The initial capital required to produce such technologies comes from our customers

as the Company takes on design-build software development projects for customers.

The Company develops these projects to meet the customer’s

design criteria and performance requirements.

Company does not mine any digital assets or trade or act as a counterparty in digital assets in the United States.

Consequently, the

Company does not intend to register as a custodian with state or federal regulators, including but not limited to obtaining a money service

business or money transmitter license with the Financial Crimes Enforcement Network (FinCEN) and respective State’s money transmission

The Company also does not need to register under the Securities Exchange Act of 1934, as amended, as a national securities exchange,

an alternative trading system, or a broker-dealer since the Company is not a broker-dealer, nor does it intend to become a broker-dealer.

Customers sometimes compensate us in Bitcoin through our custodian, Gemini Trust Company, LLC (“Gemini”).

Gemini is a licensed

New York trust company that undergoes regular bank exams and is subject to cybersecurity audits conducted by the New York Department

of Financial Services.

Company secures and earns revenues by signing an agreement with its customers.

The Company considers a signed agreement with its customers

a binding contract with the customer or other similar documentation reflecting the terms and conditions under which the Company will

provide products or services as persuasive evidence of an arrangement.

Each agreement is specific to the customer and clearly defines

each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution,

and other clauses necessary for such a contract.

The material terms of customer contracts depend on the nature of services and solutions.

Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and

termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such a contract.

Company has fourteen (14) licensing agreements for its Condor Pro Multi-Asset Trading Platform during the fiscal year ending December

The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro

Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions.

consolidated revenues for Technology and Software Development for the fiscal year ending December 31, 2024, and 2023 were $ 1,642,130

and $ 1,811,423 , respectively.

of the FRH Group Note

February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH”).

The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019 .

The Notes were convertible into

common stock initially at $ 0.10 per share but may be discounted under certain circumstances.

In no event will the conversion price be

less than $ 0.05 per share with a maximum of 20,000,000 shares issued to FRH.

On February 22, 2021, the Company entered into an Assignment

of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible

notes, including interest, of $ 1,256,908 , in return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”)

Following the Agreement, FRH assigned the Shares to FRH Group Corporation, which Mr.

Hong also owned.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Equity Line of Credit

October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or

issuable to selling shareholders for up to $ 2,200,000 , including (i) up to 2,000,000 shares issued to AD Securities America, LLC, (ii)

up to 20,000,000 issuable to White Lion Capital, LLC (“White Lion”), according to a “Purchase Notice Right” under

an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement.

October 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $ $ 38,824 after deducting financing costs associated with the Investment Agreement.

January 2021 to February 2022, the Company executed five “Purchase Notice Rights” under an Investment Agreement with White

Lion and received a net of $ 33,596 after deducting financing costs associated with the Investment Agreement.

From October 2021 to February

2022, the Company received $ 72,420 from the Investment Agreement.

Company also received a net amount of $ 81,000 from the related parties to fund its operations.

Our cash balance is $ 93,546 as of December

The Company did not receive additional funding from the U.S.

Small Business Administration (SBA) or the Cares Act Paycheck

Protection Program during the fiscal year ending December 31, 2021.

Promissory Note

January 27, 2022, the Company issued a $ 550,000 promissory note to AJB Capital Investments, LLC, maturing on July 27, 2022 , with a 10 %

As part of the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal

to US $ 155,000 of the Company’s common stock.

The Company issued 2,214,286 shares of common stock at $ 0.07 per share and 1,000,000

three -year warrants at $ 0.30 each.

The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of

the agreement.

Party Investments from 2022 to 2024

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 to Kundnani, considered a related

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 to Kundnani, considered a related

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 .

July 31, 2023, the Company sent the notice of termination of the purchase agreement to CIM Securities, as future events may result in

a change of ownership in the CMA application.

The Company terminated the escrow agreement and released $ 180,000 to increase cash on hand.

November 30, 2023, Kundnani, considered a related party, purchased 2,500,000 Series A Preferred stock of the Company for $ 2.5 million.

The Company has issued the Series A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 Common stock of

the Company for $ 5.5 million.

The Company has issued the common stock to Kundnani.

The Company expects to receive funds by the end of

December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024.

January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting,

internal controls, and corporate governance.

wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators

in Australia.

The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’

providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.

is an investment firm regulated by the Malta Financial Services Authority (MFSA).

is an investment firm regulated by the Financial Conduct Authority (FCA).

(2022–2023), Alchemy

Prime Limited (2023), and Alchemy International Ltd.

(2025), collectively expanding the Company’s operational footprint across

Australia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius.

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries

(collectively, the “Company”) for the year ended December 31, 2025.

All intercompany balances and transactions have been

eliminated in consolidation.

Structure and Subsidiaries

serves as the parent holding company.

The following table presents the Company’s consolidated subsidiaries as of December

OF CONSOLIDATED SUBSIDIARIES

Advisory Services Ltd.

CFDs, Stocks, Bonds

Trading & Third-party

International Ltd.

Trading & Third-party

Intermediary Services

Intermarket Group Eurasia (PIG)

Trading & Third-party

Company consolidates all subsidiaries in which it holds a controlling financial interest.

AD Advisory Services Ltd.

(ADS) is consolidated

as a majority-owned subsidiary ( 51.00 % ownership), with the remaining 49.00 % recognized as a noncontrolling interest in the consolidated

balance sheet and statements of operations.

All other subsidiaries are wholly owned (100%) and fully consolidated.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

of Operations

Company operates through four complementary business segments, as follows:

Margin Brokerage

Alchemy Markets Ltd.

(Malta, regulated by the Malta Financial Services Authority (“MFSA”)), Alchemy Prime Limited (United

Kingdom, regulated by the Financial Conduct Authority (“FCA”)), and Alchemy International Ltd.

(Seychelles, regulated by

the Financial Services Authority (“FSA”)), the Company provides multi-asset online trading services—including foreign

exchange (“FX”), contracts for difference (“CFDs”), equities, commodities, and digital assets—to retail

and institutional clients globally.

Wealth Management

AD Advisory Services Pty Ltd.

(Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the

Company operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $ 530 million

in funds under advice as of December 31, 2025.

This segment provides licensing solutions and financial planning services to independent financial

advisors operating under the Company’s Australian Financial Services license.

Technology and Software Development

FDCTech, Inc.

and Alchemytech Ltd.

(Cyprus), the Company develops, licenses, and supports its proprietary Condor Trading Technology suite,

which includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system.

This technology supports

multi-asset trading, risk management, and pricing across FX, equities, commodities, and digital assets and is utilized both internally

across the Company’s brokerage subsidiaries and licensed to third-party brokerage firms.

Payment Intermediary Services

Xoala Asia (Mauritius, licensed by the Financial Services Commission (“FSC”)), the Company is developing a payment gateway,

merchant acquiring, and cross-border payment capabilities to complement its brokerage and wealth management operations.

As of December

31, 2025, this segment remains in the early stages of development and has not yet generated material revenue.

Company’s brokerage and wealth management subsidiaries operate under licenses and regulatory oversight from multiple international

financial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), and FSC (Mauritius).

The Company is required to maintain minimum regulatory capital levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering

obligations in each of its operating jurisdictions.

Regulatory compliance and capital adequacy are monitored by management on an ongoing

Concern Consideration

consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations

for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

has evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern .

The Company’s assessment of going concern, including any identified conditions or events that may raise substantial doubt, and

management’s plans to mitigate such conditions, are further described in Note 2.

Company’s fiscal year ends on December 31.

The consolidated financial statements presented herein are for the year ended December

present, the Company has four members of the Board of Directors.

4 unchanged sentences

Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards.

Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.

Eaglstein and Imran Firoz have been Executive Directors

of the Company since January 21, 2016.

June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.

1 unchanged sentence

Kundnani as the Director of the Company.

in Registrant’s Certifying Accountant

July 2, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”)

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion.

not qualified or modified for uncertainty audit scope or accounting principles.

July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting

firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021.

BFB has been the Company’s

auditor since July 2021.

On April 18, 2023, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship

with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as

of April 18, 2023.

The reports of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022, and

2021 did not contain an adverse opinion or disclaimer of opinion.

They were not qualified or modified as to uncertainty, audit scope,

or accounting principles, except for providing a qualification for the Company’s ability to continue as a going concern.

the year ended December 31, 2022, and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on

any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved

to the satisfaction of BF Borgers, would have caused BF Borgers to refer to the matter in its reports on the Company’s financial

statements for such periods.

April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton,

Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023.

On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting

firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.

Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC.

During the period that Bolko was

the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused

Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.

March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California

(“FCPA”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”)

to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024.

Olayinka is a member of Public

Company Accounting Oversight Board (PCAOB) in the United States and member of Canadian Public Accountability Board (CPAB) in Canada.

of Company’s Securities to be Registered

September 03, 2021, the Company incorporated by reference the description of its common stock, par value $ 0.0001 per share, to be registered

hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1

333- 221726), as initially filed with the Securities and Exchange Commission (the “Commission”) on November 22,

2017, as subsequently amended (the “Registration Statement”).

Since the Registration Statement filing, the Company has made

all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Ukraine-Russia

geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine.

The war between the

two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed additional

sanctions on Russia and specific individuals.

By the end of August 2022, the Company closed its technical support and development office

We relocated our personnel to Turkey, currently considered a neutral zone.

No individual associated with the Company is banned

or under Special Designated Nationals and Blocked Person list.

If the military activities worsen and expand in Europe, we may relocate

our office from Turkey to other neutral zones in Asia.

If we cannot relocate our technical and development operations to a safer zone,

it may impact our software development capabilities and negatively impact the Company’s business plans.

of the date of this report, there has been no disruption in our operations.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

23 unchanged sentences

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

However, as of

December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

On December 31, 2024, and 2023, the Company had $ 24,781,389 and $ 31,316,461 cash and cash equivalent held at the financial institution.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

However, at December

31, 2025, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

31, 2025, and 2024, the Company had $ 17,669,749 and $ 25,376,957 cash and cash equivalents held at the financial institution.

Receivable mainly represent amounts owed by four (4) technology customers.

6 unchanged sentences

off at the point when they are considered uncollectible.

December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $ 22,382 and $ 175,640 , respectively.

The fiscal year’s bad debt expense ended December 31, 2024, and 2023 was $ 0 and $ 51,653 , respectively.

Marketing, and Advertising

Company recognizes sales, marketing, and advertising expenses when incurred.

Company incurred $ 1,466,616 and $ 1,512,790 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

year ending December 31, 2024, and 2023, respectively.

Company incurred $ 1,336,685 and $ 1,466,616 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal year ended December 31, 2025, and 2024, respectively.

The sales and marketing costs are mainly due to expenses related to investment

and brokerage business.

The sales, marketing, and advertising expenses represented 5.44 % and 11.86 % of the sales for the fiscal year

ending December 31, 2024, and 2023, respectively.

The sales, marketing, and advertising expenses represented 3.82 % and 5.44 % of the sales for the fiscal year ended

December 31, 2025, and 2024, respectively.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers.

12 unchanged sentences

the revenue when, or as, the Company satisfies a performance obligation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019.

37 unchanged sentences

these multiple elements.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

January 21, 2016 (Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and

4 unchanged sentences

with a customer.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company’s typical performance obligations include the following:

28 unchanged sentences

including non-refundable upfront payment amounts.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive

20 unchanged sentences

The Company recognizes the revenue at the end of each month as equal to the invoice amount.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue

1 unchanged sentence

is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES (continued)

606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries,

85 unchanged sentences

record interest revenue and interest expense when they are earned and incurred, respectively.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations

of Credit Risk

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of

original maturities.

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less

of original maturities.

The Company maintains its cash balances at multiple financial institutions, both domestic and foreign.

For US financial

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

As of December

31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries.

On December 31, 2024,

and 2023, the Company had $ 24,781,389 and $ 31,316,461 cash and cash equivalent held at the financial institution.

the fiscal year ending December 31, 2024, and 2023, the Company generated $ 26,943,718 and $ 12,754,900 in revenues, an increase of over

111.24% from the previous year.

It is comprised of three main business segments:

Investment and Brokerage, Wealth Management, and Technology

and Software Development.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

December 31, 2024, the account receivable of $ 25,000 was mainly due to four (4) technology customers.

December 31, 2024, and 2023, the Management determined that the allowance for doubtful accounts was $ 22,382 and $ 175,640 , respectively.

The bad debt expense for the fiscal years ending December 31, 2024, and 2023 was $ 0 and $ 51,653 , respectively.

US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

As of December 31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries.

December 31, 2025, and 2024, the Company had $ 17,669,749

and $ 25,376,957

cash and cash equivalents held at the financial institution, out of which $ 15,258,896 and $ 12,658,241 were held at various liquidity

revenues are comprised of three main business segments:

Investment and Brokerage, Wealth Management, and Technology and Software Development.

For the fiscal year ended December 31, 2025, and 2024, the Company generated $ 34,959,399 and $ 26,943,718 in revenues, an increase of

over 29.8% from the previous year, mainly due to an increase in margin brokerage and technology business.

December 31, 2025, and 2024, the accounts receivable were $ 188,415 and $ 25,000 .

At December 31, 2025, and 2024, the Management determined

that the allowance for doubtful accounts was $ 22,382 and $ 22,382 , respectively.

Company completed the Acquisition of 100.00 % of the issued and outstanding shares of Alchemy Prime Limited (“APL”) on November

10 unchanged sentences

the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90 % of AML

6 unchanged sentences

OF ACQUISITION CONSIDERATION BREAKDOWN

Net Financial Assets

Financial Assets

1,362,594 (1)

2,351,192 (2)

of June 30, 2022, £1 = $ 1.2165 , Net Financial Assets based on June 30, 2022, audited financial statements

26 unchanged sentences

as the legal acquiree, the entity whose equity interests are acquired.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

have recognized Target’s assets and liabilities as their carrying amounts in the combined financial statements of the controlling

8 unchanged sentences

financial statements on December 31, 2023.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

23 unchanged sentences

(A) – (B) – (C)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

56 unchanged sentences

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company completed the Acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd (“AIL”) on October

29, 2025 (“Acquisition Date”), from SYNC Capital Limited (“Seller”), a UK entity, through a cash payment of $ 2,000,000

(the “Consideration”).

The remaining 0.1% of AIL’s shares were retained by a minority interest, resulting in a Non-Controlling

Interest (“NCI”) of 0.1%.

Seller, SYNC Capital Limited, is wholly owned by Mr.

Kundnani (“Kundnani”).

Prior to the Acquisition, Kundnani held

99.9 % of AIL’s 50,000 issued shares, comprising 35,000 shares through SYNC Capital Limited and 14,950 shares held personally.

is also a controlling shareholder of the Company, a related party.

The Acquisition was subject to regulatory approval by the UK Financial

Conduct Authority (“FCA”), which was received on October 29, 2025, constituting the effective Acquisition Date for accounting

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”),

and was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates

recused, in compliance with SPA Section 10.6.

ASC 805-50-15-6, and consistent with the accounting treatment applied to the prior acquisitions of APL and AML, the Company has determined

that the Acquisition of AIL constitutes a transaction between entities under common control.

Both AIL (through SYNC Capital Limited)

and the Company were, immediately before and after the transaction, controlled by the same individual — Kundnani — who holds

more than 50 % of the voting ownership interest of each entity, thereby satisfying the common control criteria established in EITF 02-5.

ASC 805-20 (the acquisition method) does not apply.

the Company has accounted for the Acquisition under ASC 805-50-30-5.

All assets and liabilities of AIL have been recognized at their

historical carrying amounts as of the Acquisition Date (proxied at October 31, 2025, per the nearest available management accounts).

No fair value adjustments have been made, no purchase price allocation has been performed, and no goodwill or bargain purchase gain has

been recognized in the consolidated income statement.

difference between the Consideration paid ($ 2,000,000 ) and the net book value of AIL attributable to the Company at the Acquisition Date

represents a capital contribution by Kundnani to the Company.

This amount has been credited to Additional Paid-In Capital (“APIC”)

in the Company’s consolidated equity.

The APIC credit is calculated as follows:

OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION

100% Net Book Value of AIL at October 31, 2025

Consideration paid (per SPA)

( 2,000,000 )

Non-Controlling

Interest ( 0.1 % of Net Book Value)

– Capital Contribution from Controlling Shareholder

Company has recognized NCI at $ 10,944 , representing 0.1 % of AIL’s net book value at the Acquisition Date.

The post-acquisition

consolidation process eliminates intercompany transactions and balances between the Company and AIL.

Only results from the Acquisition

Date (October 29, 2025) through December 31, 2025 are included in the Company’s consolidated income statement for the year ended

December 31, 2025.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FSA SD136 regulatory license held by AIL has not been separately recognized as an intangible asset, as it was not previously recorded

on AIL’s books and ASC 805-50 does not require or permit the recognition of assets not already carried by the transferring entity.

Purchase Price Allocation

Balance Sheet as of October 31, 2025 (proxied Acquisition Date):

OF AIL’s BALANCE SHEETS

Plant and Machinery, net (1)

Liquidity Provider Accounts, net (2)

C/A – Alchemy Capital Markets Ltd (3)

C/A – Alchemy Markets EU (4)

Net Intercompany Receivables (5)

Rebates Receivable

Payment Gateways (6)

Other Debtors, Prepayments, and Deposits

Cash at Banks

Total assets:

Trade Creditors

Client Money Liabilities – Retail (7)

Client Money Liabilities – TTCA (7)

C/A – Shareholders

C/A – Intercompany (payable)

C/A – Alchemy DMCC (8)

Other Payables, Rebates,

Accruals, and Sundry

Net assets (A)

Non-Controlling Interest, 0.1 % of Net Assets

Consideration paid, $ 2,000,000

– Capital Contribution (A) – (B) – (C)

and machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition

No fair value adjustment has been applied.

provider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading

account receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational

balances at book value.

account receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at

intercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and

eliminated upon consolidation.

held with payment gateway providers representing client deposits and settlement amounts in transit.

money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities.

client funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements.

account payable to Alchemy DMCC, a related-party affiliate.

This balance is included in the Company’s consolidated related-party

As of December 31, 2025, this balance had increased to $ 25,611,280 .

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Development (R and D) Cost

1 unchanged sentence

The GAAP accounting standards require us to expend all research and development expenditures as incurred.

For the fiscal

year ending December 31, 2024, and 2023, the Company incurred $ 0 and $ 0 , R and D costs.

For the fiscal year ended December 31, 2025, and 2024, the Company incurred $ 0 and $ 0 , R and D costs.

In the consolidated income statements, we have

8 unchanged sentences

as expenses when incurred.

December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy

Prime Holdings Limited) and FDCTech, Inc.

The nature of the legal claims or disputes has not been fully specified in the received correspondence.

The Company is assessing the situation and will respond appropriately.

While management cannot predict the outcome of these matters,

any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of

The Company intends to defend its interests vigorously and will provide further updates as material developments arise.

Company is currently not involved in any other litigation.

Company and its subsidiaries are involved in the following legal proceedings:

Alkoby, et al.

action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024.

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that FDCTech purchased

in June 2023.

Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money laundering

deficiencies and was fined by the Financial Intelligence Analysis Unit.

external audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in the

net capital of the company being lower than disclosed during negotiations.

Based on these findings, FDCTech withheld the final payment

to the sellers.

claimants are seeking approximately $ 1.02 million in amounts they allege are owing under the Share Sale Agreement, which they are seeking

to rectify to make it legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective

and unenforceable and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission

to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, which

was served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, at which directions will be given to

the trial, which will take place during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

action is pending in the Superior Court of California, County of Orange.

FDCTech alleges that the defendants, through their websites

Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,

illegal conduct, and regulatory violations.

The Company claims these statements have caused significant reputational and financial harm,

including lost business opportunities.

FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment

for the removal of defamatory content.

complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief.

The complaint was filed in 2025 but had not yet been served as of December 31, 2025.

A hearing took place on December 15, 2025, at the

Company’s motion.

Following the hearing, the court instructed FDCTech to conduct an investigation as to the beneficial

owner of Intelligenceline.com.

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

Unit (FIAU) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

(formerly NSFX Limited),

a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019.

The examination

occurred approximately four years prior to the decision and under a different ownership and control of the subsidiary.

Company filed this appeal on October 19, 2023, challenging the decision-making process that led to the imposition of the penalty as well

as the law on which it was based, asserting that the penalty is arbitrary and excessive, and claiming that certain aspects of the decision

are unfounded both by law and in fact.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed by

The case is in the evidentiary production stage pertaining to the Company as appellant.

On October 24, 2025, a hearing was held

for the Company to continue presenting evidence.

The Court scheduled an additional hearing for the FIAU to cross-examine the Company’s

witnesses for February 2, 2026, to be heard before Madam Justice Rachel Montebello, following which the matter will be adjourned for

final legal submissions.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same

September 23, 2023, FIAU decision described above.

The Company filed this application on April 2, 2024, challenging:

(i) the composition

of the FIAU and its enabling law;

(ii) the decision-making processes which allegedly breach the Company’s fundamental human right

to a fair hearing;

and (iii) that given the penal nature of the penalty, in breach of the Constitution of Malta, the Company was not

adjudged by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim.

The First Hall

Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties being imposed by the FIAU

are more akin to a penal sanction and that, therefore, subject persons should be afforded the full rights afforded to an accused under

criminal law and has consistently quashed FIAU decisions on this basis.

While these judgments are, in most part, subject to further appeal

before the Constitutional Court of Appeal and have, in two instances, been overturned by the Constitutional Court of Appeal, the Company

considers that the principles underpinning such previous judgments are applicable to the Company.

The case remains pending as of January

the next hearing in the matter is set for January 28, 2026.

Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously.

However, litigation

is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

of Long-Lived Assets

4 unchanged sentences

is recognized when the asset’s carrying value exceeds the fair value.

There are no impairment charges for the fiscal year ending

There are no impairment charges for the fiscal year ended

December 31, 2025, and 2024.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

for Income Taxes

16 unchanged sentences

Development Costs

ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after

establishing technological feasibility, if significant.

The Company amortizes the capitalized software development costs using the straight-line

amortization method over the application software’s estimated useful life.

By the end of February 2016, the Company completed the

technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine.

established the technical feasibility of the Digital Assets Web Trader Platform in February 2018.

The Company completed the technical

feasibility of the Condor Investing and Trading App in January 2021.

Company estimates the useful life of the software to be three ( 3 ) years.

expenses were $ 0 and $ 22,503 for the fiscal year ending December 31, 2024, and 2023, respectively.

Company is developing the Condor Investing and Trading App.

The Company is currently capitalizing on the costs associated with the development.

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility costs of the Robo Advice

The R and D costs in the period ending December 31, 2022, were due to evaluating the technological feasibility costs of the

Condor Investing and Trading App.

There were no R and D costs for the fiscal year ending December 31, 2024, and 2023.

Company capitalizes major costs incurred during the application development stage for internal-use software.

cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible

debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion

feature should be recognized as a separate component of equity.

The cash conversion guidance applies to all convertible debt instruments

that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and

separately accounted for pursuant to ASC 815.

the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized

as a beneficial conversion feature (“BCF”).

The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt

with Conversion and Other Options.

In those circumstances, the convertible debt is recorded net of the discount related to the BCF.

Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Company accounts for software development costs in accordance with ASC 985-20 and ASC 350-40.

Costs incurred after the establishment

of technological feasibility, or during the application development stage for internal-use software, are capitalized and amortized on

a straight-line basis over the estimated useful life of three ( 3 ) years.

Costs incurred prior to establishing technological feasibility

are expensed as incurred.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016;

May 16, 2016;

and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value.

result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent

of the price difference.

the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed

the fair value of the BCF on these tranches.

The Company noted that the value of the BCF for each note was insignificant;

not record debt discounts as of December 31, 2020.

FRH Group’s convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion

this feature is characterized as a beneficial conversion feature (“BCF”).

The Company records a BCF as a debt discount

pursuant to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net

of the discount related to the BCF.

As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at

the issuance date because the debt is convertible.

$ 97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017.

Company accounts for convertible instruments in accordance with ASC 470-20, Debt with Conversion and Other Options, as amended by ASU

2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s

Own Equity (Subtopic 815-40).

Under ASU 2020-06, the cash conversion model and the beneficial conversion feature model have been eliminated

for convertible instruments.

Accordingly, convertible instruments are accounted for as a single unit unless a conversion feature meets

the conditions for bifurcation as a derivative under ASC 815.

preferred stock is evaluated at issuance to determine whether it should be classified as equity or as a liability in accordance with

ASC 480, Distinguishing Liabilities from Equity.

Instruments that are mandatorily redeemable or that embody an unconditional obligation

to transfer assets are classified as liabilities;

all others are classified as equity.

Company’s Series B preferred convertible stock is classified as equity.

No convertible debt instruments were outstanding as of

December 31, 2025, and 2024.

There were no amortization charges related to debt discounts or beneficial conversion features for the fiscal

years ended December 31, 2025, and 2024.

Currency Translation and Re-measurement

5 unchanged sentences

are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change

have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pund (GBP), respectively,

into US$1.00 at the following exchange rates for the respective dates:

have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP),

respectively, into US$1.00 at the following exchange rates for the respective dates:

exchange rate at the reporting end date:

SCHEDULE OF EXCHANGE RATE

OF EXCHANGE RATE

exchange rate for the period:

39 unchanged sentences

shares issued and outstanding, respectively.

the period ending December 31, 2024, and 2023, common stock equivalents were dilutive due to net income.

the period ended December 31, 2025, and 2024, common stock equivalents were dilutive due to net income.

Hence, they are not considered

54 unchanged sentences

than the carrying value.

The Company did not record impairment for the fiscal year ending December 31, 2023.

The Company did not record impairment for the fiscal year ended December 31, 2023.

2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in

19 unchanged sentences

MANAGEMENT’S PLANS

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

At December 31, 2024, and 2023, the accumulated deficit was

$ 2,563,620 and $ 2,643,647 , respectively.

At December 31, 2024, and 2023, the working capital surplus and the deficit were $ 9,417,247

and $ 7,460,959 , respectively.

The increase in the working capital surplus was mainly due to the acquisition of AML and APL, resulting

in the increase of current assets over current liabilities as of December 31, 2024.

its inception till the fiscal year ending December 31, 2022, the Company had sustained recurring losses and negative cash flows from

During the fiscal year ending December 31, 2024, and 2023, the Company incurred a net profit of $ 80,027

and $ 1,573,176 .

of December 31, 2023, the Company had a cash balance of $ 24,781,389 , which the Management believes is sufficient to support its ongoing

operations and meet current obligations in the ordinary course of business for at least the next twelve (12) months.

Over the past fiscal

years, the Company has demonstrated strong revenue growth and improved operational efficiency, with operating expenses decreasing as

a percentage of total revenue.

the Company has adequate liquidity to sustain its existing business activities, its strategic growth initiatives, particularly in the

development of financial technologies, may require additional capital investment.

To accelerate expansion and enhance its technological

offerings, the Company may seek external financing through private equity, public markets, or credit facilities.

However, the availability

and terms of such financing cannot be guaranteed.

remains focused on strengthening the Company’s financial position by expanding its global customer base, increasing revenue from

its diversified portfolio of technological solutions, and working toward positive cash flow.

To support long-term growth, the Company

also plans to invest in long-lived assets that will drive economic benefits beyond the fiscal year 2024.

Additionally, Management may

explore revolving loan agreements with financial institutions or other funding options, as needed, to complement its organic growth strategy.

Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash

flow positive, and raise funds through private placement offerings and debt financing.

See Note 8 for Notes Payable.

As the Company increases

its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond the fiscal year

The Company has prepared its consolidated financial statements on a

going concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business.

The Company has historically reported accumulated deficits;

however, as described below, Management believes that the Company’s

financial position and operating trajectory as of December 31, 2025, substantially reduces, and may eliminate, the conditions that previously

gave rise to substantial doubt about the Company’s ability to continue as a going concern.

prior periods, the Company reported recurring net losses from operations and an accumulated deficit that raised substantial doubt about

its ability to continue as a going concern.

As of December 31, 2024 (as restated), the Company reported an accumulated deficit of $ 2,662,428 ,

cash of $ 25,376,957 , out of which $ 12,658,241 held at liquidity providers, and a working capital surplus of $ 853,533 .

Net loss attributable to FDCTech’s shareholders for the year

ended December 31, 2024 (as restated) was $ 18,781 .

the fiscal year ended December 31, 2025, the Company achieved significant improvement across all key financial metrics.

generated total consolidated revenues of $ 34,959,399 ,

representing an increase of approximately 29.8% over the prior year, driven by full-year contributions from Alchemy Markets Ltd.

(AML) and Alchemy Prime Ltd.

(APL), as well as the post-acquisition contribution of Alchemy International Ltd.

(AIL) from October

29, 2025, through December 31, 2025.

The consolidated net income attributable to the Company’s shareholders for the year ended

December 31, 2025, was $ 5,783,223 .

As of December

31, 2025, cash and cash equivalents were $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus was $ 14,883,171 ,

and the accumulated deficit was fully eliminated, resulting in an accumulated surplus of $ 3,120,795 .

MANAGEMENT’S PLANS (continued)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned

entity of Mr.

The consideration was $ 2,000,000 cash.

AIL was immediately earnings-accretive and contributed net income

of approximately $ 6,276,000 attributable to the Company’s shareholders for the period from the Acquisition Date through December

The AIL acquisition expands the Company’s global regulatory footprint and significantly enhances its capacity to serve

offshore brokerages, high-frequency traders, and institutional clients.

response to the conditions described above and to support the Company’s continued growth, Management has implemented and continues

to pursue the following plans:

and Sustained Profitability.

The Company returned to profitability in fiscal year 2025, generating Net income (loss)

attributable to FDCTech’s shareholders of $ 5,783,223

for the year ended December 31, 2025, compared to a loss of $ 18,781

for the year ended December 31, 2024 (as restated).

The Company also eliminated its accumulated deficit entirely, reporting an

accumulated surplus of $ 3,120,795

as of December 31, 2025.

Management’s focus on operating leverage, disciplined cost management, and integration of acquired

entities has produced measurable results.

Management intends to sustain and grow profitability through the continued execution of

its diversified financial services platform.

Diversification and Segment Growth.

The Company operates across three segments — Investment and Brokerage, Wealth Management,

and Technology and Software Development.

Total revenues for the year ended December 31, 2025, were $ 34,959,399 , an increase of approximately

29.8 % from $ 26,943,718 in the prior year (as restated).

Technology and software revenues grew to $ 5,099,187 , an increase of 210.5 % from

$ 1,642,130 in the prior year.

Management expects continued growth in the Technology segment, driven by expanded licensing of the proprietary

Condor Trading Platform and the commercialization of the Condor Investing and Trading App.

Acquisitions and Global Expansion.

The Company’s growth strategy centers on acquiring and scaling small to mid-size legacy

financial services companies with complementary regulatory licenses and client bases.

In addition to the AIL acquisition completed in

October 2025, the Company announced the acquisition of Alchemy Global to expand its market presence in the Middle East and Asia, and

is advancing its acquisition of Steven AB (trading as Xoala), a Swedish-registered investment firm.

These acquisitions expand the Company’s

regulatory footprint and diversify its revenue base across multiple jurisdictions.

The Company’s subsidiary Alchemy Markets Ltd.

received authorization from the Malta Financial Services Authority

(MFSA) to offer equities and money market securities, significantly broadening its product offering to clients.

The Company has also

expanded its physical presence with new offices in Cyprus, Malta, and the United Kingdom, reinforcing its commitment to regulated, multi-jurisdictional

to a Senior National Securities Exchange.

In February 2025, the Company announced its intention to apply for uplisting to a senior

national securities exchange, such as the Nasdaq Capital Market or the New York Stock Exchange.

The Company has engaged Lucosky Brookman

LLP as legal counsel and E.F.

LLC as financial advisor to assist with capital markets strategy, financing opportunities,

and the uplisting process.

Shareholders have approved an increase in authorized common stock from 500 million to 750 million shares and

authorized the Board of Directors to implement a reverse stock split within a ratio of not less than 1-for-10 and not more than 1-for-100

at any time prior to June 30, 2026, providing flexibility to meet exchange listing standards.

Management believes uplisting will enhance

liquidity, expand the Company’s institutional investor base, and provide greater access to capital markets.

In September 2025, the Company engaged ThinkEquity LLC (“ThinkEquity”) to act as the sole book-runner

for the firm commitment underwriting of the proposed registered public offering (the “Offering”) of common stock (the “Common

Stock”) by FDCTech, Inc.

(collectively, with its subsidiaries and affiliates, the “Company”).

The Offering will consist

of the sale of approximately $ 20 million worth of Common Stock of the Company (the shares of Common Stock to be sold in the Offering are

hereinafter referred to collectively as the “Shares”).

Markets and Balance Sheet Strength.

As of December 31, 2025, the Company maintained cash of $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus of $ 14,883,171 , and total

stockholders’ equity of $ 22,377,274 ,

providing adequate liquidity to fund operations, service obligations, and pursue continued growth initiatives.

The Company’s

capital structure reflects the Series A and Series B preferred convertible stock issued in connection with prior financing and

acquisition transactions, both classified as equity.

Management does not anticipate a need for emergency financing to sustain

operations in the near term.

Registration Statement.

In connection with the planned uplisting, the Company intends to file an S-1 registration statement with

the Securities and Exchange Commission.

The Company’s audited financial statements for AIL for the relevant periods, pro-forma

financial information under Article 11 of Regulation S-X, and related-party transaction disclosures required under Regulation S-K Item

404 will be included as required by applicable SEC rules.

on the foregoing, including the Company’s elimination of its accumulated deficit, its return to profitability in fiscal year 2025,

its strong cash and working capital position as of December 31, 2025, the earnings-accretive contribution of AIL, and Management’s

active plans for continued operational and strategic growth, Management believes that the Company has sufficient resources to continue

as a going concern for at least twelve months from the date these financial statements are issued.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this assessment.

Management will continue to monitor conditions

and update its plans as circumstances evolve.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

April 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co.

(“Olayinka”) as its independent

registered public accounting firm, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group.

Company engaged LAO Professionals (PCAOB Firm ID:

7057) as its successor independent auditor, effective on the same date.

part of the auditor transition, LAO Professionals conducted a reaudit of the Company’s consolidated financial statements for the

fiscal year ended December 31, 2024 (previously audited by Olayinka and filed with the SEC on March 3, 2025).

The reaudit identified

two adjustments to the previously reported figures.

Accordingly, the Company has restated its consolidated balance sheet as of December

31, 2024, and its consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year

Investors should not rely upon the financial statements as presented in the Annual Report on Form 10-K for the year ended

December 31, 2024, as originally filed.

of Restatement Adjustments

A — Correction of General and Administrative Expense ($ 44,058 )

reaudit identified $ 44,058 of general and administrative expenses that had been omitted from the previously reported consolidated statement

of operations for the year ended December 31, 2024.

The corresponding entry reduces cash by $ 44,058 .

This correction increases general

and administrative expense by $ 44,058 , reduces net income by $ 44,058 , increases the accumulated deficit by $ 44,058 , and reduces Net income (loss) attributable to the Company shareholders from $ 80,027 to a loss of $18,781 .

Working capital is reduced by $ 44,058 attributable to this adjustment.

B — Reclassification of Client Funds of Alchemy Prime Limited, APL, from Alchemy Markets Ltd., AML Cash ($ 3,500,000 )

funds aggregating $ 3,500,000 belonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd.

(designated as the liquidity provider account) were identified as having been recorded within AML’s general cash balance rather

than as a separately designated client funds account.

Client monies held on behalf of third parties are required to be presented as restricted

or segregated funds, with corresponding client funds payable recognized, consistent with applicable regulatory requirements and with

ASC 942-305, Financial Services – Depository and Lending.

This reclassification transfers the balance from AML’s unrestricted

cash to a client funds account, reflecting the substance of the arrangement whereby AML holds these funds as custodian on behalf of APL’s

The adjustment has no effect on consolidated net income or total stockholders’ equity;

however, it reduces unrestricted

cash and correspondingly increases the client funds asset balance within the consolidated balance sheet.

C — Reclassification of External Third-Party Assets from Alchemy Markets Ltd.

Cash on Hand ($ 3,574,201 )

totaling $ 3,574,201

(EUR 3,453,334 ) held by AML on behalf of an external third-party counterparty were identified as having been included within

AML’s cash on hand balance (Account 1028).

These assets represent funds belonging to an external party and do not constitute

assets of the Company.

Such amounts are required to be reclassified from cash on hand to a client funds or third-party custodial

asset account, with a corresponding liability recognized, to properly reflect the Company’s role as custodian of those funds.

This adjustment removes third-party assets from the Company’s cash balance and presents them within a client funds or

custodial asset classification, with a corresponding recognition of amounts due to the external party.

The reclassification has no

effect on consolidated net income, net revenue, or total stockholders’ equity.

Adjustment D — Reclassification of cash

credit at various Related Parties from Cash on hand to Related party advances, APL ($ 7,713,827 )

We have corrected the classification of certain

cash credits, net of $ 7,713,827 , for various related parties to related party advances.

As a result, the Cash on hand increased by $ 7,713,827

for the fiscal year ended December 31, 2024.

E — Reclassification of Subscription Receivable from Current Asset to Contra-Equity ($ 8,200,000 )

previously filed December 31, 2024, balance sheet included a subscription receivable of $ 8,200,000 classified as a current asset, representing

amounts due from shareholders for equity instruments previously issued but not yet paid.

Under ASC 505-10-45-2, receivables arising from

the issuance of equity instruments shall be presented as a contra-equity item rather than as an asset.

Accordingly, $ 8,000,000 has been

reclassified from current assets to a contra-equity offset within stockholders’ equity, and $ 200,000 , representing proceeds from

the January 2024 cancellation of 2,000,000 shares of Series A Preferred Stock that had been credited to additional paid-in capital without

a corresponding cash receipt, has been reversed from additional paid-in capital.

This reclassification has no effect on the consolidated

statements of operations, comprehensive income, or cash flows.

F — Elimination of Intercompany Receivable Against Intercompany Payable for Alchemy Markets Limited, AML ($ 732,375 )

intercompany receivable of $ 732,375 recorded within the consolidated balance sheet as Amount Due from AML had not been properly eliminated

against the corresponding intercompany payable balance of Amount Due to AML in the consolidation process.

Under ASC 810, Consolidation,

all intercompany balances and transactions must be eliminated upon consolidation.

This adjustment eliminates the gross presentation of

an intercompany receivable and payable, both of which arose from transactions between consolidated entities.

The net effect on total

consolidated assets and total consolidated liabilities is a reduction of $ 732,375 each, with no impact on stockholders’ equity

or net income.

Adjustment G — Corrects the issuance

of 500,000 shares issued for services in October 2021($ 54,750 )

We have corrected the under issuance of 500,000

shares that should have been issued in October 2021 at $ 0.1095 per share.

The entry records the omitted share consideration at the original

transaction price.

The stock-based compensation expense is increased by $ 54,750 , with an increase in common stock and paid-in-capital

of $ 50 and $ 54,700 , respectively.

As a result, the shares issued and outstanding have increased from 390,584,729 to 391,084,729 .

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Balance Sheet

following table presents the effect of the restatement adjustments on the consolidated balance sheet as of December 31, 2024:

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Previously Reported

Accounts receivable, net

Prepaid expenses — current

Subscription receivable

( 8,200,000 )

Related party receivable

Total current

( 8,336,807 )

Capitalized software, net

Investment through subsidiary

Accrued income

Acquired intangible assets

Tax receivable

Fair value of trading positions,

Right of use (lease)

Fixed assets, net

( 8,336,807 )

Related party advances

Customer funds

Total current

Total liabilities

Stockholders’

Series A Preferred stock

Series B Preferred stock

Additional paid-in capital

Subscription receivable (contra-equity)

( 8,000,000 )

Accumulated other comprehensive

income (loss)

Accumulated deficit

( 2,563,620 )

( 2,662,428 )

Total FDCTech

stockholders’ equity

( 8,244,058 )

Noncontrolling interest

Total liabilities

( 8,336,807 )

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Statements of Operations and Comprehensive Income

following table presents the effect of the restatement adjustments on the consolidated statement of operations for the year ended December

Previously Reported

(G&A Correction)

Total revenues

Total cost of sales

General and administrative

Sales and marketing

Total operating expenses

Operating income (loss)

Total other income (expense), net

Income before provision

for income taxes

Provision for income taxes

Net income (loss) attributable to NCI

Net income (loss) attributable

Net income per share — basic and diluted

Weighted average shares outstanding

OCI — foreign currency

comprehensive income

of Restatement on Stockholders’ Equity

following table summarizes the effect of the restatement on each component of stockholders’ equity as of December 31, 2024:

Previously Reported

(G&A and OCI Correction)

Additional paid-in capital

Subscription receivable (contra-equity)

( 8,000,000 )

Accumulated other comprehensive income (loss)

Accumulated deficit

( 2,563,620 )

( 2,662,428 )

FDCTech stockholders’ equity

( 8,200,000 )

on Cash Flows and Working Capital

A, B, and C reduce the opening cash balance at December 31, 2024, by $ 7,118,259 , and adjustment D increases the cash balance by $ 7,713,827 ,

from $ 24,781,389

to $ 25,376,957 , as restated in the Statement of Cash Flows for the fiscal year 2024.

Adjustments E, F, and G have no effect on the statement of cash flows.

Total working capital at

December 31, 2024, decreased from $ 9,097,591

as previously reported to $ 853,533

as restated, a reduction of $ 8,244,058 ,

attributable to the $ 8,200,000

removal of the subscription receivable from current assets (Adjustment A) and the $ 44,058

cash reduction (Adjustment B).

Total current liabilities are unchanged at $ 26,387,209 .

CAPITALIZED SOFTWARE COSTS

the fiscal year ending December 31, 2024, and 2023, the estimated remaining weighted-average useful life of the Company’s capitalized

the fiscal years ended December 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized

software was three ( 3 ) years.

1 unchanged sentence

December 31, 2025, and 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was

and $ 1,087,543 .

At December 31, 2024 and 2023, the unamortized balance

of capitalized software for the Company, excluding software of subsidiaries, was $ 1,008,299 and $ 799,699 .

Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software

asset’s lifespan of three (3) years.

do not estimate any amortization expense in 2024 and beyond.

$ 1,480,246 and $ 1,163,309 , respectively.

Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the net unamortized balance of

$ 1,480,246 as of December 31, 2025, and an estimated software asset lifespan of three (3) years:

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE

Amortization ($)

2029 and thereafter

OTHER TRADE AND TAX RECEIVABLES

trade and tax receivables consist of rebates receivable from liquidity providers, amounts due through payment gateway arrangements, and

value-added tax or equivalent recoverable amounts due from tax authorities.

The components are as follows:

OF OTHER TRADE AND TAX RECEIVABLES

December 31, 2025

December 31, 2024

Rebates receivable – liquidity providers (Alchemy International Ltd.)

Payment gateway receivables

Tax receivable (Alchemy Markets Ltd.)

Total other trade and tax receivables

Receivable – Liquidity Providers

International Ltd.

(AIL) earns volume-based rebates from liquidity providers in the ordinary course of its margin brokerage operations.

These rebates arise from trading activity executed through the liquidity provider arrangements and are recognized as receivable when

the right to receive payment has been established.

As of December 31, 2025, rebates receivable from liquidity providers totaled $ 2,014,809 ,

all of which are expected to be collected within twelve months of the balance sheet date.

Gateway Receivables

gateway receivables represent amounts in transit from third-party payment processors in respect of client deposits and other receipts

that have been processed but not yet settled to the Company’s bank accounts.

As of December 31, 2025, payment gateway receivables

totaled $ 597,885 .

These amounts are typically settled within a short period following the balance sheet date and are considered fully

tax receivable of $ 190,346 represents value-added tax (VAT) recoverable by Alchemy Markets Ltd.

(AML) from the relevant tax authority

AML is registered for VAT in Malta and periodically files returns, giving rise to refundable VAT positions.

Management considers

the full balance to be recoverable and expects collection within twelve months of the balance sheet date.

components of other trade and tax receivables are classified as current assets.

Management has assessed the recoverability of each component

and does not consider it necessary to record an allowance for credit loss as of December 31, 2025.

Group Convertible Notes (2016–2021)

February 22, 2016, and April 24, 2017 , the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH

The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019.

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

February 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation.

The Company eliminated

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908 in return for issuing 12,569,080 unregistered shares

of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

RELATED PARTY TRANSACTIONS

Group Convertible Notes (2016–2021)

February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH

The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019.

The Notes are convertible

into common stock initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion

price be less than $ 0.05 per share.

The Notes carry an interest rate of 6 % per annum, which is due and payable at maturity.

March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

February 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation.

The Company eliminated

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908 in return for issuing 12,569,080 unregistered shares

of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

Issuances to Related Parties

March 15 and 21, 2017, subject to the terms and conditions of a Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan

Eaglstein and 400,000 shares to Brent Eaglstein at $ 0.05 per share, a cumulative cash amount of $ 70,000 .

1 unchanged sentence

are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 in return for issuing 12,569,080 of unregistered

common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH Group Corporation,

also owned by Mr.

September 2022, the Company issued 30,000,000 shares of Common Stock for $ 300,000 to Alchemy Prime Limited (APL) and appointed Gope S.

Kundnani as a director of the Company.

As director’s compensation, the Company issued 5,000,000 shares of Common Stock, valued

at $ 60,000 .

Kundnani is the director and owner of APL.

January 2023, the Company sold 115,000,000 shares of Common Stock to Kundnani, a director, for $ 550,000 .

In January 2023, Eaglstein and

Firoz transferred 1,100,000 and 400,000 shares, respectively, to Kundnani.

A Preferred Stock Transactions

November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred Stock of FDCTech for $ 2,500,000 , and 50,000,000 shares of Common Stock

of FDCTech for $ 5,500,000 .

As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein,

Kundnani, and Hong holding 1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares

of Series A Preferred Stock issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock issued to Felix R.

Following these cancellations, Eaglstein and Kundnani hold 4,000,000 and 500,000 shares, respectively, of Series A Preferred Stock,

representing 100 % of all issued and outstanding Series A Preferred Stock.

of AML and APL (November 2023)

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from APSI Holdings Limited (“APSI”),

previously known as Alchemy Prime Holdings Ltd (APHL), in exchange for 833,621 Series B Convertible Preferred Stock.

No cash was exchanged.

Kundnani, a related party, is the sole shareholder of APSI.

As a result, the Company owns 100.00 % of AML.

November 30, 2023, the Company purchased 100.00 % of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APSI

in exchange for 966,379 Series B Convertible Preferred Stock.

No cash was exchanged.

Kundnani, a related party, is the sole shareholder

RELATED PARTY TRANSACTIONS (continued)

September 2022, the Company issued 30 million common stock for $ 300,000 to Alchemy Prime Limited (APL) and appointed Gope S.

as the director of the Company.

As director’s compensation, the Company issued 5,000,000 common stock, valued at $ 60,000 .

is the director and owner of APL.

January 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $ 550,000 .

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Director of the Company.

As of September

30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000 , 1,500,000 ,

and 1,000,000 shares, respectively.

September 30, 2023, the Company signed the definitive agreement with Alchemy Group, where the Company acquired 100 % of Alchemy Markets

DMCC (Alchemy UAE), 100 % of APL, and 49.90 % of AML.

The Company terminated the acquisition of Alchemy UAE in October 2023.

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from Alchemy Prime Holdings Ltd (APHL)

in exchange for 833,621 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued the Series

B Preferred Stock to APHL.

Kundnani, a related party, is the sole shareholder of APHL, a related party.

As a result, the Company now

owns one hundred percent ( 100.00 %) of AML, an operating entity of Alchemy BVI.

November 30, 2023, the Company purchased one hundred percent ( 100.00 %) of all the issued and outstanding shares of APL, an FCA-regulated

brokerage, from APHL in exchange for 966,379 Series B Preferred Stock.

The Company did not exchange cash in the transaction.

has issued the Series B Preferred Stock APHL.

Kundnani, a related party, is the sole shareholder of APHL.

a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $ 2.5 million.

FDCTech has issued the Series A Preferred

stock to Kundnani.

a related party, purchased 50,000,000 Common stock of FDCTech for $ 5.5 million.

FDCTech has issued the Common stock to Kundnani.

December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for

B Convertible Preferred Stock Issuances

December 2023, Susan Eaglstein, mother of Mitchell Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M.

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per

January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S.

Kundnani for services valued at $ 1.41 per share.

Eaglstein 10,000 Series B Convertible Preferred Shares in January

January 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $ 1.41 per share to the following related

150,000 shares to Imran Firoz, CFO and Director;

50,000 shares to Gope S.

Kundnani, Director;

150,000 shares to Mitchell M.

Eaglstein, CEO and Director;

50,000 shares to FRH Group;

10,000 shares to William B.

Barnett, Esq.;

and 10,000 shares to Susan E.

February 7, 2025, the Company issued 10,000 Series B Convertible Preferred Stock to Nicky G.

Kundnani for services valued at $ 1.41 per

of Alchemy International Ltd.

(October 2025)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited (“Seller”).

The consideration was $ 2,000,000 cash.

SYNC Capital Limited is wholly owned by Gope S.

Kundnani, who is also a controlling shareholder

of the Company.

Accordingly, this acquisition constitutes a transaction between entities under common control within the meaning of ASC

805-50, and has been accounted for at the historical carrying amounts of AIL’s assets and liabilities.

The difference between the

consideration paid and the net book value of AIL attributable to the Company ($ 8,933,118 ) has been credited to Additional Paid-In Capital

as a capital contribution from the controlling shareholder.

See Note 2 — Significant Acquisitions.

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”)

and was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates

recused, in compliance with SPA Section 10.6.

Post-Acquisition

Related Party Balances — AIL and Alchemy DMCC

the acquisition of AIL, significant intercompany and related party balances arose in the consolidated balance sheet as a result of AIL’s

pre-existing trading relationships with Alchemy Capital Markets Ltd.

(ACM) and Alchemy DMCC, both related-party affiliates of Kundnani.

These balances are described below.

of December 31, 2025, AIL carried a current account receivable of $ 40,883,329 due from Alchemy Capital Markets Ltd.

and related affiliates,

included within the Related Party Receivable line on the consolidated balance sheet.

This balance reflects trading activity and liquidity

arrangements conducted by AIL in the ordinary course of its operations as a securities dealer.

of December 31, 2025, AIL carried a current account payable of $ 25,512,642 due to Alchemy DMCC, a related-party affiliate, included within

Related Party Advances on the consolidated balance sheet.

Additionally, FDCTech at the parent level carried a payable of $ 536,504 to

Alchemy DMCC.

The terms and repayment conditions of these balances are subject to ongoing intercompany arrangements and are eliminated

upon consolidation where applicable.

Compensation — Executive Officers

of December 31, 2025, the Company had accrued but unpaid payroll obligations of $ 241,000 to Mitchell M.

Eaglstein, CEO and Director,

and $ 286,000 to Imran Firoz, CFO and Director (through Thinkatalyst Inc., a company controlled by Mr.

Firoz), included within Accrued

Expenses, Related Party on the consolidated balance sheet.

No related-party interest expense was incurred for the fiscal years ended

December 31, 2025, and 2024.

Retirement of Series A Preferred Stock

connection with the Company’s planned uplisting to a senior national securities exchange, immediately prior to the closing of the

contemplated offering, all 4,500,000 shares of Series A Preferred Stock held by Eaglstein ( 4,000,000 shares) and Kundnani ( 500,000 shares)

will be retired and cancelled.

Holders of Series A Preferred Stock will not receive any cash consideration in connection with such retirement.

RELATED PARTY TRANSACTIONS (continued)

of Related Party Balances

following table summarizes related party balances included in the consolidated balance sheets as of December 31, 2025, and December 31,

2024 (as restated):

SUMMARY OF RELATED PARTY BALANCES

31, 2024 (Restated)

Related party receivable

intercompany receivable (post-acquisition)

FDC – loan receivables

AML – due from related

( 3,300,538 )

FXPIG – due from

Total related party receivable

Related party advances (liability):

AIL – due to Alchemy

DMCC (post-acquisition)

FDC – due to Alchemy

FDC – related party

advances, net

ADS – related party

AML – due to AML

ATECH – related party

Total related party advances

Accrued expenses, related

party (liability):

Accrued payroll –

ATECH – accrued expenses

Other accrued, related

Total accrued expenses,

related party

LINE OF CREDIT

June 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases and travel

The line of credit has an average interest rate for purchases at the close of business on December 31, 2024, and cash is drawn

at 12 % and 25 %, respectively.

Since October 2024, the Company obtained an additional unsecured revolving line of credit with no preset

spending limit, which means the spending limit is flexible.

June 2016, the Company has maintained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases

and travel expenses.

The line of credit has an average interest rate for purchases of 12 % and a cash advance rate of 25 %, as of December

October 2024, the Company has maintained an additional unsecured revolving line of credit with no preset spending limit, meaning the

spending limit is flexible.

The pay-over-time limit is $ 45,000 .

The credit line has an average purchase

interest rate of 28 % as of December 31, 2024.

of December 31, 2024, the Company complies with the credit line’s terms and conditions.

At December 31, 2024, and 2023, the outstanding

balance was $ 115,337 and $ 60,742 , respectively.

The credit line has an average purchase interest rate of 28 % as of December

of December 31, 2025, the Company complies with the terms and conditions of both credit lines.

At December 31, 2025, and 2024, the aggregate

outstanding balance was $ 111,352 and $ 115,337 , respectively.

NOTES PAYABLE – RELATED PARTY

Notes Payable

February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder.

executed Convertible Promissory Notes, due between April 24, 2019, and June 30, 2019.

The Notes are convertible into common stock initially

at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $ 0.05 per

The Notes carry an interest rate of 6 % per annum, which is due and payable at maturity.

The parties have extended the Notes’

maturity date to June 30, 2021 .

December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 256,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2019, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 196,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2020, there was no non-current portion of the Notes payable and accrued interest.

Company will pay the Notes’ outstanding principal amount, together with interest at 6 % per annum, in cash on the Maturity Date

to this Note’s registered holder.

In the event the Company does not make, when due, any payment, when due, of principal or interest

required to be made, the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the

period following the due date of such payment, at a rate of ten percent ( 10 %) per annum.

February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of One Hundred Thousand

and 00/100 Dollars ($ 100,000 ) on February 28, 2018 (the “Original Maturity Date”).

The initial conversion rate will be $ 0.10

per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 2,000,000 shares

if FRH Group converts the entire Note subject to adjustments in certain events.

No fractional Share or scrip representing a fractional

Share will be issued upon conversion of the Notes.

May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and

00/100 Dollars ($ 400,000 ) on May 31, 2018 (the “Original Maturity Date”).

The initial conversion rate will be $ 0.10 per share

or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price shall be

discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 8,000,000 shares if FRH Group

converts the entire Note, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional Share will

be issued upon conversion of the Notes.

November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty

Thousand and 00/100 Dollars ($ 250,000 ) on November 30, 2018 (the “Original Maturity Date”).

The initial conversion rate would

be $ 0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below.

For example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares

if FRH Group converts the entire Note, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional

Share will be issued upon conversion of the Notes.

April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty

Thousand and 00/100 Dollars ($ 250,000 ) on April 24, 2019 (the “Original Maturity Date”).

The initial conversion rate will

be $ 0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

For example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares

if the entire Note was converted, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional Share

will be issued upon conversion of the Notes.

NOTES PAYABLE – RELATED PARTY (continued)

Notes Payable (continued)

Group Note Summary

SCHEDULE OF NOTES PAYABLE

Date of Note:

Original Amount of Note:

Outstanding Principal Balance:

Conversion Date (1) :

Interest Rate:

Date to which interest has been paid:

Conversion Rate on February 22, 2021:

Floor Conversion Price:

Number Shares Converted for Original Note:

Number Shares Converted for Interest:

Extension – On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”)

with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 ,

in return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity also owned by Mr.

Acquisition Loan — Seller’s Note

of December 31, 2024, the Company carried a business acquisition loan of $ 350,000

in connection with a prior acquisition.

During the fiscal year ended December 31, 2025, the Company recorded an additional $ 2,000,000

obligation in connection with the acquisition of Alchemy International Ltd.

(“AIL”), representing the cash consideration

paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025.

As of December 31, 2025, the total

outstanding balance of the business acquisition loan was $ 2,350,000 .

The maturity of $ 2,000,000 loan obligation was extended to June 30, 2026 .

interest on the business acquisition loan was $ 14,000 as of December 31, 2025, included within Accrued Interest — Non-Current on

the consolidated balance sheet.

See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions for further

details regarding the AIL acquisition.

May 22, 2020, the Company received $ 144,900 under the Small Business Administration (“SBA”) Economic Injury Disaster Loan

The loan bears interest at 3.75 % per annum and requires monthly installment payments of $ 707 , including principal and interest,

beginning twelve (12) months from the promissory note date.

The loan matures thirty (30) years from the promissory note date.

As of December

31, 2025, and 2024, the outstanding balance was $ 105,678 and $ 114,184 , respectively, classified as non-current on the consolidated balance

Act — Paycheck Protection Program (PPP Note)

May 01, 2020, the Company received proceeds of $ 50,632 from the Promissory Note (“PPP Note”) under the Paycheck Protection

Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The funding of the PPP Note is conditioned

upon approval of the Company’s application by the Small Business Administration (SBA) and Bank of America (“Bank”),

receiving confirmation from the SBA that the Bank may proceed with the PPP Note.

Suppose the SBA does not confirm the PPP Note’s

forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply for PPP Note forgiveness.

In that case,

the Company will be obligated to repay the Bank the total outstanding balance remaining due under the PPP Note, including principal and

interest (the “PPP Note Balance”).

In such case, Bank will establish the terms for repayment of the PPP Note Balance in a

separate letter to be provided to the Company, which letter will set forth the PPP Note Balance, the amount of each monthly payment,

the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP Note, and the maturity date of two (2)

years from the funding date of the PPP Note.

No principal or interest payments will be due before the Deferment Period, which is ten

months from the end of the covered period.

The PPP Note outstanding balance is $ 5,661 as of December 31, 2024.

May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 ).

The installment payments

will include the principal and interest of $ 707 monthly and begin Twelve (12) months from the promissory note date.

The principal and

interest balance will be payable Thirty (30) years from the promissory Note date.

Interest will accrue at 3.75 % per annum and only on

$ 144,900 funds advanced from May 22, 2020, the advance date.

The SBA loan outstanding balance is $ 114,184 as of December 31, 2024.

January 27, 2022, the Company signed a promissory note (AJB Note) with AJB Capital Investments, LLC (‘AJB Capital’), a Delaware

limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10%.

the AJB Note, the Company entered into a securities purchase agreement, where AJB Capital will receive equity equal to US $ 155,000 of

the Company’s common stock.

The Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”)

and 1,000,000 3 -year cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares, collectively known as the ‘Incentive

Fee,’ are issued upon execution of the agreement.

The Company paid off the loan in February 2023.

December 27, 2023, the Company redeemed the Warrants on the following terms:

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

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

Company shall issue to the Purchaser 5,000,000 restricted shares of the Company’s Common Stock (the “Shares”) on

January 2, 2024 (the “Share Issuance”).

Injury Disaster Loan (EIDL)

Small Business Administration offers the Economic Injury Disaster Loan program.

The CARES Act changed the program to provide an emergency

grant of up to $ 10,000 per business, which is forgivable like the PPP Note.

The Company doesn’t have to repay the grant.

14, 2020, the Company received $ 4,000 in EIDL grants.

The Company has recorded it as other income since the EIDL grant is forgivable.

May 1, 2020, the Company received proceeds of $ 50,632 under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief,

and Economic Security Act (the “CARES Act”).

The PPP Note carried a fixed interest rate of 1.00 % per annum.

During the fiscal

year ended December 31, 2025, the Company repaid the remaining outstanding balance in full.

As of December 31, 2025, the PPP Note outstanding

balance was $ 0 .

As of December 31, 2024, the outstanding balance was $ 5,661 .

Capital Promissory Note (Fully Retired)

January 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $ 550,000 at a coupon of 10 %, maturing

July 27, 2022 .

The note was fully repaid in February 2023.

On December 27, 2023, the Company redeemed the associated warrants issued

as part of the original agreement for cash payments of $ 100,000 (paid at execution) and $ 100,000 (paid on or before January 26, 2024),

together with the issuance of 5,000,000 restricted shares of Common Stock on January 2, 2024.

As of December 31, 2025, and 2024, there

was no outstanding balance under the AJB Capital arrangement.

Injury Disaster Loan (EIDL) Grant

May 14, 2020, the Company received $ 4,000 as an Economic Injury Disaster Loan emergency grant under the CARES Act.

As this grant is forgivable

and requires no repayment, the Company recorded it as other income.

There was no outstanding repayment obligation as of December 31,

2025, or 2024.

of Outstanding Loan Balances

following table summarizes outstanding loan and note balances as of December 31, 2025, and 2024:

SCHEDULE OF OUTSTANDING LOAN AND NOTE BALANCES

Related party receivable

Business acquisition

loans (Seller’s note)

SBA loan (non-current)

AJB promissory note

COMMITMENTS AND CONTINGENCIES

Facility and Other Operating Leases

Lease, California, USA (Company’s Headquarter)

October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment

Term, also known as “Renewal Term”).

The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”

The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month

before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”).

The Company is

entitled to use the office and conference space if needed.

The new rent payment or membership fee for the Irvine Office is $ 95 per month

compared to the previous rent payment or membership fee for the New York Office of $ 890 per month as the General and administrative expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating

expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

of December 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions.

Leases that qualify under ASC 842

are recognized on the consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities.

December 31, 2025, the ROU asset was $ 530,348 , current operating lease liabilities were $ 501,236 , and non-current operating lease liabilities

were $ 29,112 .

The weighted-average remaining lease term for qualifying operating leases was approximately 1.1 years, and the weighted-average

discount rate was approximately 5.5 %.

Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are

expensed as incurred and included in General and Administrative expenses.

California, USA (Company Headquarters)

October 29, 2019, to the present, the Company leases office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, on a month-to-month

The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination

The monthly membership fee is $ 95 .

This agreement is classified as a service contract rather than a lease under ASC 842 and payments

are recognized as operating expenses.

Australia (ADS Office)

January 1, 2024, to the present, the Company leased office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia.

will continue on a month-to-month basis.

ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar

month before the month in which ADS intends to terminate the lease.

ADS is entitled to use the office and conference space if needed.

The new rent payment or membership fee for the ADS Office is around $ 125 per month and is included as the General and administrative

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Cyprus Lease (Company’s Executive Rental)

February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

monthly rent payment is $ 1,750 , which is included in the general and administrative expenses.

From July 2023 to the present, the Company

leased a bigger office space in the Limassol District, Cyprus, from an unrelated party for a year.

The office’s monthly rent payment

is approximately $ 3,500 , which is included in the general and administrative expenses.

From July 2023 to the present, the Company leased

office space for its CEO.

The office’s monthly rent payment is $ 3,500 , which is included in the general and administrative expenses.

The down payment for the lease was approximately $ 6,300 .

The lease is for one year and is renewable two months before the term ends in

This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use

(ROU) asset under ASC 842.

Cyprus Lease, Europe (ATECH Office)

August 26, 2024, ATECH has entered into a Sublease Agreement, for office premises located on the ground floor at 10A-10C Eleftheriou

Venizelou Street, Limassol, Cyprus.

The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech

Ltd (the “Sublessee”), with FDCTech, Inc.

acting as the Guarantor.

The leased premises are designated strictly for office use,

and any other usage is explicitly prohibited under the terms of the agreement.

The lease term is for twenty-four (24) months, commencing

on October 1, 2024, and expiring on September 30, 2026 .

The lease agreement includes an option to extend the tenancy for up to two additional

two-year terms.

The rent is subject to a 5 % increase for each renewal period.

Under the agreement, the Sublessee is obligated to pay

a total rent of € 192,000 over the lease term, which is payable in monthly installments of € 8,000 (or $ 8,600 ) plus VAT.

ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease

liability on its financial statements.

January 1, 2024, to the present, ADS leases office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia, on a month-to-month

The monthly membership fee is approximately $ 125 .

This agreement is classified as a service contract rather than a lease under

ASC 842 and payments are recognized as operating expenses.

Cyprus (Company’s Executive Rental)

July 2023 to the present, the Company has leased office and residential space in the Limassol District, Cyprus, from an unrelated party,

at a monthly rent of approximately $ 3,500 , included in General and Administrative expenses.

This agreement is classified as a residential

rental contract rather than a commercial lease and does not create an ROU asset under ASC 842.

Cyprus (ATECH Office)

August 26, 2024, AlchemyTech Ltd.

(“ATECH”) entered into a Sublease Agreement for office premises located at 10A-10C Eleftheriou

Venizelou Street, Limassol, Cyprus, with Aldeon Property Partners Ltd.

as Sublessor, and FDCTech, Inc.

acting as Guarantor.

term is twenty-four (24) months, commencing October 1, 2024, and expiring September 30, 2026 , with an option to extend for up to two

additional two-year terms at a 5% rent increase per renewal period .

Monthly rent is € 8,000 (approximately $ 8,600 ) plus VAT, for

a total lease commitment of € 192,000 .

This agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset

and corresponding lease liability on its consolidated balance sheet.

Julian, Malta (AML Office)

July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St.

July 11, 2024, to the present, AML leases office space with Regus Malta at Portomaso Business Centre, Portomaso, St.

Julian, PTM01, Malta,

As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”).

The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to

Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease.

AML is entitled to use

the office and conference space if needed.

The rent payment or membership fee for the AML Office is € 1,659 per.

This agreement is

classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather

than recognizing a Right-of-Use (ROU) asset or lease liability.

on a month-to-month basis.

The monthly membership fee is € 1,659 .

This agreement is classified as a service contract rather than

a lease under ASC 842 and payments are recognized as operating expenses.

COMMITMENTS AND CONTINGENCIES (continued)

Aviv, Israel (AML Sales Office)

July 1, 2023, AML has entered into a service agreement with Mindspace Ltd.

for the use of office space and related services at Menachem

Begin 11, Ramat Gan, Israel.

The agreement provides access to designated office space, common areas, and various business services, including

internet connectivity, printing, and conference room usage.

The agreement operates on a monthly, automatically renewing basis with a

total monthly fee of $ 4,500 (including VAT).

Additionally, an advance deposit of $ 6,300 was paid as security for the Company’s

obligations under the agreement.

Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate

the Company to a different office within the premises with prior notice.

AML does not have exclusive control over a specific office unit,

and Mindspace provides shared services across its facilities.

The agreement does not create a lease under ASC 842 – Leases and

is accounted for as a service contract.

As a result, payments under this agreement are classified as operating expenses rather than recognizing

a Right-of-Use (ROU) asset or lease liability.

July 1, 2023, AML entered into a service agreement with Mindspace Ltd.

for office space and related services at Menachem Begin 11, Ramat

Gan, Israel, on a monthly auto-renewing basis.

The monthly fee is $ 4,500 (including VAT), with a security deposit of $ 6,300 .

not have exclusive control over a specific unit.

This agreement does not create a lease under ASC 842 and is accounted for as a service

United Kingdom (APL Office)

December 20, 2024, APL entered into a lease agreement for office space located at Fifth Floor, 142 Central Street, Clerkenwell, London,

The lease is with Agop Tanielian and Hourig Mercedes Tanielian as landlords and the Company, through its subsidiary Alchemy

Prime Limited, as the tenant.

The lease has a fixed term of five years , commencing in 2024 and expiring in 2029, with an annual rent

of £ 112,500 (or $ 12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance rent, and

maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”) on or

after 2026, provided that a four-month prior written notice is given.

Additionally, the agreement requires APL to restore the premises

upon termination, including the removal of any alterations or fixtures made during the lease term.

Under ASC 842 - Leases, this agreement

qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

Cyprus Lease, Europe (Ecastica)

October 2023 to January 2024, the Company leased office space in the Limassol District, Cyprus, for a specific purpose.

This space was

intended for our subsidiary, Alchemytech Ltd, to be established in Cyprus in March 2024.

The monthly rent payment for this office was

approximately $1,000, and the down payment for the lease was approximately $6,300.

These expenses were included in the general and administrative

December 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at Fifth Floor, 142 Central

Street, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords.

The lease has a fixed term of

five years , expiring in 2029, with an annual rent of £ 112,500 (approximately $ 12,000 per month), payable in quarterly installments.

The lease includes a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for

service charges, insurance rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and

the Company has recognized an ROU asset and corresponding lease liability on its consolidated balance sheet.

Cyprus (Ecastica)

October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of AlchemyTech

The monthly rent was approximately $ 1,000 and the down payment was approximately $ 6,300 , included in General and Administrative

The lease was terminated in August 2024.

February 2020, this agreement continues every year upon written request by the Company.

The Company uses the office for sales and marketing

in Europe and Asia.

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for

an eleven (11) month term.

The office’s rent payment is $500 per month, and the Company has included it in the General and administrative

From March 2020, this agreement continues on a month-to-month basis until the Company, or the lessor, chooses to terminate

by the agreement’s terms by giving thirty (30) days’ notice.

The Company uses the office for software development and technical

Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

In April 2023, we relocated

our personnel to Kazakhstan.

expenses are included in General and Administrative costs.

Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred

percent (100%) of their time to the Company.

The Company has not formalized performance bonuses and other incentive plans.

Each executive

is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company is paying a monthly compensation

of $ 5,000 per month to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

Effective October 1, 2020, the Company paid $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company paid $ 15,000 monthly

to its CEO and CFO.

December 31, 2024, and December 31, 2023, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was

$ 70,493 and $ 33,062 , respectively.

December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy

Prime Holdings Limited) and FDCTech, Inc.

The nature of the legal claims or disputes has not been fully specified in the received correspondence.

The Company is assessing the situation and will respond appropriately.

While management cannot predict the outcome of these matters,

any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of

The Company intends to defend its interests vigorously and will provide further updates as material developments arise.

is unaware of any other actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting

any of the assets or any affiliate of the Company.

April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development and technical

The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April

This lease has been fully terminated.

expenses for all operating leases and service contracts are included in General and Administrative expenses.

Company compensates its key executives as independent contractors.

Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their

time to the Company.

The Company has not formalized performance bonuses or other incentive plans.

Each executive is paid at the beginning

of each month.

From September 2018 through September 30, 2020, the Company paid monthly compensation of $ 5,000 to its CEO and CFO, respectively.

Effective October 1, 2020, the Company increased the monthly compensation to $ 12,000 .

Effective January 1, 2023, the Company pays $ 15,000

monthly to its CEO and CFO.

Company is not currently a party to any formal employment agreement and has no compensation agreement with any officer or director.

Company plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities

December 31, 2025, and December 31, 2024, the cumulative accrued interest on SBA and other loans, classified as non-current on the consolidated

balance sheet, was $ 42,396 and $ 70,493 , respectively.

Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred.

records its best estimate of a loss related to pending legal proceedings when the loss is probable and the amount can be reasonably estimated.

When the Company can only reasonably estimate a range of losses with no best estimate, it records the minimum estimated liability.

additional information becomes available, the Company reassesses the potential liability related to pending legal proceedings, revises

its estimates, and updates its disclosures accordingly.

Legal costs associated with defending the Company are recorded as expenses when

COMMITMENTS AND CONTINGENCIES (continued)

Company and its subsidiaries are involved in the following legal proceedings:

Alkoby, et al.

action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024.

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that FDCTech acquired

in June 2023.

Following completion of the acquisition, the Company discovered that the target company had anti-money laundering deficiencies

in 2019 for which it was fined by the Financial Intelligence Analysis Unit.

An external audit also revealed that prior shareholders had

taken loans from the company that were never repaid, resulting in net capital lower than disclosed during negotiations.

Based on these

findings, FDCTech withheld the final payment to the sellers.

claimants are seeking approximately $ 1.02 million they allege is owing under the Share Sale Agreement, which they seek to rectify to

make legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable

and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission to amend their claim

to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, served May 9, 2025.

and Case Management Conference took place on November 17, 2025, with directions given toward a trial scheduled during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

action is pending in the Superior Court of California, County of Orange.

FDCTech alleges that the defendants, through their websites

Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,

illegal conduct, and regulatory violations, causing significant reputational and financial harm including lost business opportunities.

FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment for the removal of defamatory content.

The complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive

The complaint was filed in 2025 and had not yet been served as of December 31, 2025.

A hearing took place on December 15, 2025,

at which the court instructed FDCTech to conduct further investigation as to the beneficial owner of Intelligenceline.com.

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

Unit (“FIAU”) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

NSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019

— approximately four years prior to the decision and under different ownership and control.

The Company filed this appeal on October

19, 2023, challenging the decision-making process, the law on which the penalty was based, and asserting that the penalty is arbitrary

and excessive.

The case is in the evidentiary production stage.

On October 24, 2025, a hearing was held for the Company to present further

An additional hearing has been scheduled for February 2, 2026, for the FIAU to cross-examine the Company’s witnesses

before Madam Justice Rachel Montebello, following which the matter will be adjourned for final legal submissions.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same

September 23, 2023, FIAU decision described above.

The Company filed this application on April 2, 2024, challenging:

(i) the composition

of the FIAU and its enabling legislation;

(ii) decision-making processes alleged to breach the Company’s fundamental right to a

fair hearing;

and (iii) that the penal nature of the penalty was imposed in breach of the Constitution of Malta without adjudication

by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

The first procedural

hearing took place on May 7, 2024.

The First Hall Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that

administrative penalties imposed by the FIAU are more akin to penal sanctions and that subject persons should be afforded the full rights

of an accused under criminal law, consistently quashing FIAU decisions on this basis.

The case remains pending as of January 21, 2026;

the next hearing is set for January 28, 2026.

Company believes it has meritorious defenses and counterclaims in all of the above matters and intends to defend them vigorously.

litigation is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

There are no additional

materials pending legal or governmental proceedings other than ordinary routine litigation incidental to the business.

Compliance Matters

inception to date, the Company’s officers are paid as independent contractors;

as a result, as of December 31, 2024, the Company

believes payroll tax liabilities are not estimated.

The Company’s federal taxes are compliant with the Internal Revenue Service

STOCKHOLDERS’ DEFICIT

February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares.

As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock

having a par value of $ .0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ .0001 per share.

February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 10, 2022 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of

common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan,

the “Corporate Action”), and

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

February 10, 2022, the Board approved the Corporate Actions.

To implement the actions, the Company opted to obtain written consent from

a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws.

10, 2022, the Approving Stockholders gave their approval.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions

by written consent.

The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s

total issued and outstanding voting power.

of December 31, 2022, the Company had no equity compensation plans.

February 21, 2024, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock only) own 280,102,413 shares, representing 72 % of the total issued and outstanding voting power of the Company.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of

common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”), and

authorize our Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect

a Reverse Stock Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for

50 , to be determined by the Board of Directors, and

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

inception to date, the Company’s officers have been compensated as independent contractors.

As a result, as of December 31, 2025,

the Company believes payroll tax liabilities are not material.

The Company’s federal taxes are compliant with the Internal Revenue

Service regulations.

STOCKHOLDERS’ EQUITY (DEFICIT)

February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares

to 260,000,000 , consisting of 250,000,000 shares of Common Stock (par value $ 0.0001 ) and 10,000,000 shares of Preferred Stock (par value

February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase

the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan.

The Approving

Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the

March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000 to 1,000,000,000

shares, to authorize a reverse stock split in a ratio of not less than 1-for-10 and not more than 1-for-50 at any time prior to June

30, 2024, and to approve the Company’s 2023 Stock Incentive Plan.

The Approving Stockholders (common stock only) owned 280,102,413

shares, representing 72 % of the total issued and outstanding voting power of the Company.

The Board retains authority to abandon either

Corporate Action prior to its effective date.

September 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate

actions by written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law:

(i) an increase in the

authorized Common Stock from 500,000,000

to 750,000,000

and (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000

to 15,000,000

and (iii) authorization for the Board to implement a reverse stock split of all outstanding Common Stock in a ratio of not

less than 1-for-10 and not more than 1-for-100 at any time prior to June 30, 2026, at its discretion.

The Approving

Stockholders (common stock and Series A Preferred) owned 370,128,105

shares, representing 87.6 %

of the total issued and outstanding voting power.

Each Corporate Action became effective on or about the 20th calendar day after the

Information Statement was mailed to stockholders.

of December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000 shares of Preferred Stock (par value

$ 0.0001 ) and 750,000,000 shares of Common Stock (par value $ 0.0001 ).

of December 31, 2025, and 2024, the Company had 423,084,729 and 391,084,729 shares of Common Stock issued and outstanding, respectively.

Of the 423,084,729 shares outstanding as of December 31, 2025, 371,861,597 shares are restricted and 50,723,132 shares are unrestricted.

of December 31, 2025, and 2024, the Company had 4,500,000 and 4,500,000 shares of Series A Preferred Stock issued and outstanding, respectively.

of December 31, 2025, and 2024, the Company had 2,371,844 and 2,361,844 shares of Series B Convertible Preferred Stock issued and outstanding,

respectively.

STOCKHOLDERS’ DEFICIT (continued)

both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been

We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which

this Information Statement and the accompanying notice are mailed to our stockholders.

Our Board may abandon either or both Corporate

Actions for any reason before their effective date.

of December 31, 2024, and 2023, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock, a par

value of $ 0.0001 per share, and 500,000,000 shares of common stock, a par value of $ 0.0001 per share.

of December 31, 2024, and December 31, 2023, the Company had 390,584,729 and 388,584,729 , respectively, common shares issued and outstanding.

of December 31, 2024, and 2023, the Company had 4,500,000 and 6,500,000 Series A Preferred stock issued and outstanding.

of December 31, 2024, and 2023, the Company had 2,361,844 and 1,800,000 Series B Preferred Stock issued and outstanding.

A Preferred Stock

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

OF SERIES A PREFERRED STOCK

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ended December 31, 2024.

SCHEDULE OF SERIES A PREFERRED STOCK

and Address (1)

Mitch Eaglstein

Series A Preferred

Officers and Directors as a group (2 persons)

Series A Preferred

(4) Series A Preferred

stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action.

On December 12, 2016,

the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R.

and Directors as a group (2 persons)

A Preferred stock is entitled to fifty ( 50 ) non-cumulative votes per share on all matters presented to stockholders for action.

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran

Firoz, and Felix R.

Hong, respectively, as the founders, in consideration of services rendered to the Company.

As of December 31, 2022, the Company had 4,000,000

preferred shares issued and outstanding.

(5) In January 2023,

Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

As of December 31,

2022, the Company had 4,000,000 preferred shares issued and outstanding.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

As of September 30, 2023,

the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000 , 1,500,000 , and

1,000,000 shares, respectively.

September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding

1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 .

7 unchanged sentences

B Preferred Stock

percentages below are calculated based on 2,361,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year

ending December 31, 2024.

OF SERIES B PREFERRED STOCK

percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the fiscal year ended December 31, 2025.

SCHEDULE OF SERIES B PREFERRED STOCK

and Address (1)

7 unchanged sentences

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

(6) The Series B Preferred

Stock are non-dilutive and are not subject to stock splits or any other adjustments to the Company’s common stock.

Each share of

Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action.

As a result, 2,361,844

Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis.

Series B Preferred Stock are non-dilutive and are not subject to stock splits or any other adjustments to the Company’s common

Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by

the holder of such shares.

Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders

As a result, 2,371,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share

November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $ 2,538,000 , for the purchase of 49.90 %

13 unchanged sentences

Kundnani for cash valued at $ 1.41 per share.

On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nicky G.

Kundnani for services

valued at $ 1.41 per share.

STOCKHOLDERS’ DEFICIT (continued)

following summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025:

January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran

Firoz, respectively, as the founders, in consideration of services rendered to the Company.

Firoz, respectively, as founders, in consideration of services rendered.

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two founding members.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 .

The Company issued

the securities with a restrictive legend.

March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $ 75,000 .

The Company issued the securities with a restrictive legend.

March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein

for a cash amount of $ 50,000 .

The Company issued the securities with a restrictive legend.

March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein

for a cash amount of $ 20,000 .

The Company issued the securities with a restrictive legend.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 , and 1,500,000 restricted

common shares for professional services to three individuals valued at $ 75,000 .

March 17, 2017, the Company issued 1,000,000 shares to Susan Eaglstein for cash of $ 50,000 .

On March 21, 2017, the Company issued 400,000

shares to Bret Eaglstein for cash of $ 20,000 .

Eaglstein and Mr.

Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director of the Company.

July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $ 98,000 under its offering Memorandum, where

the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).

Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO

and director.

July 1, 2017 to October 3, 2017, the Company issued 653,332 units under its Offering Memorandum for cash of $ 98,000 , where each unit

consisted of one share of Common Stock and one Class A warrant.

October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 .

The Company issued

the securities with a restrictive legend.

January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight consultants valued at $ 9,000 .

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

On February 26, 2019, the Company filed the Post-Effective Amendment No.

1 (the “Amendment”) related to the Registration

Statement on Form S-1and its amendments thereto, filed with the U.S.

Securities and Exchange Commission on November 22, 2017 and declared

effective on August 7, 2018 (Registration No.

333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation

(the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered

for sale by the Registrant but were not sold before the termination of the offering made according to the Registration Statement.

the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock offered for sale by the

Registrant were not sold or issued.

STOCKHOLDERS’ DEFICIT (continued)

June 3, 2020, the Company issued 2,745,053 shares of common stock to Benchmark Investments, Inc.

(“Broker-Dealer” or “Kingswood

Capital Markets”) at $ 0.25 per share for a total value of $ 686,263 .

The Broker-Dealer is retained to provide general financial

advisory to the Company for the next twelve months.

The Company has expensed the prepaid compensation through the income statement following

a regular straight-line amortization schedule over the contract’s life, which is for twelve months—when Kingswood Capital

Markets presumably will produce benefits for the Company.

On August 25, 2020, the Company and Broker-Dealers terminated all obligations

other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealers.

The Broker-Dealer returned the 2,745,053

shares of the Company’s common stock as of December 31, 2020.

January 29, 2019 to February 15, 2019, the Company issued 33,000 registered shares for cash of $ 4,950 .

On February 26, 2019, the Company

filed Post-Effective Amendment No.

1 to its Form S-1, removing from registration all shares that were offered but not sold.

June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc.

at $ 0.25 per share valued at $ 686,263 , for financial

advisory services.

On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053 shares.

October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 .

issued the securities with a restrictive legend.

January 31, 2021, the Company issued 2,300,000 restricted common shares for professional services to two (2) consultants valued at $ 621,000 .

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 , in return for the issuance of 12,569,080

of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, an entity also owned by Mr.

May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $ 350,000 .

June 02, 2021, the Company issued 1,750,000 restricted common shares for the Genesis Agreement to a consultant valued at $ 437,500 .

the Genesis Agreement did not materialize, the Consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 .

July 06, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares for professional services to a consultant valued at $ 98,253 .

January 31, 2021, the Company issued 2,300,000 restricted common shares to two consultants for professional services valued at $ 621,000 .

February 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $ 1,256,908 by issuing 12,569,080 unregistered

common shares.

FRH assigned the shares to FRH Group Corporation.

May 19, 2021, the Company issued 1,750,000 restricted common shares to a consultant for professional services valued at $ 350,000 .

June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement valued at $ 437,500 .

As the Genesis Agreement

did not materialize, the consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services valued at $ 21,000 .

On July 6, 2021,

the Company issued a further 100,000 restricted common shares to a board member for services valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares to a consultant for professional services valued at $ 98,253 .

October 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC.

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 .

The Company has not received the cash as of the date of the report.

The Company issued 670,000 registered shares to White Lion as consideration shares valued at $ 80,400 .

October 5, 2021, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 164,250 .

November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 .

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 and 670,000 registered shares to White Lion as consideration shares

valued at $ 80,400 .

October 5, 2021, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 164,250 .

November 2021, the Company issued 750,000 registered shares to White Lion for cash of $ 62,375 .

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory

Service Pty Ltd, Australia’s regulated wealth management company.

Service Pty Ltd.

December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services

and software development valued at $ 169,500 .

January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 93,750 .

STOCKHOLDERS’ DEFICIT (continued)

January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $ 114,185 .

January 27, 2022, the Company entered into a promissory note agreement (AJB Note) with AJB Capital Investments, LLC (AJB Capital).

Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year cash

warrants (AJB Warrants) priced at $ 0.30 as consideration fees for the AJB Note.

The AJB Warrants and Shares, together called the ‘Incentive

Fee,’ are issued when the agreement is signed.

As of September 30, 2022, all AJB Warrants are out-of-money and not exercised.

July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 .

September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S.

January 4, 2022, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 93,750 .

January 4 to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for cash of $ 114,185 .

January 27, 2022, the Company issued 2,214,286

common shares valued at $ 71,521

upon execution of the AJB Capital promissory note, together with 1,000,000

3 three-year cash warrants priced at $ 0.30 as the incentive fee.

July 31, 2022, the Company issued 250,000 restricted common shares to a consultant for professional services valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 , and 5,000,000 restricted common

shares to Gope S.

Kundnani for services valued at $ 60,000 .

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

STOCKHOLDERS’ DEFICIT (continued)

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the

AJB Note valued at $ 60,525 .

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 .

15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 .

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the

AJB Note, valued at $ 60,525 , and 115,000,000 restricted common shares for cash valued at $ 550,000 .

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 .

November 30, 2028, the Company issued 50,000,000 restricted shares for cash valued at $ 5,500,000 to Kundnani.

Kundnani, a director and

controlling shareholder of the Company, is an officer and controlling shareholder of the Company.

December 27, 2023, the Company issued 5,000,000 restricted common stock to AJB for the redemption of warrants valued at $ 90,000 .

May 9, 2024, the Company issued 2,000,000 shares for a cash value of $ 20,000 .

November 30, 2023, the Company issued 50,000,000 restricted common shares to Kundnani for cash valued at $ 5,500,000 .

December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB Capital in exchange for the redemption of warrants, valued

at $ 90,000 .

May 9, 2024, the Company issued 2,000,000 shares for cash of $ 20,000 .

January 1, 2025, the Company issued 32,000,000 restricted common shares to employees of its subsidiaries for services rendered, valued

at $ 35,200 .

The shares were issued to Robert W.

Winters ( 30,000,000 shares), Shimon Kogan ( 1,000,000 shares), and Patrick G.

Cann ( 1,000,000

Paid-In Capital — AIL Common Control Acquisition

connection with the acquisition of Alchemy International Ltd.

on October 29, 2025, the Company recorded an increase to Additional Paid-In

Capital of $ 9,969,735 , representing the excess of AIL’s net book value at acquisition over the $ 2,000,000 cash consideration paid,

net of non-controlling interest recognized.

This amount represents a capital contribution from the controlling shareholder, Gope S.

and is accounted for under ASC 805-50.

See Note 2 — Significant Acquisitions and Note 5 — Related Party Transactions for

further details.

of December 31, 2025, and 2024, the Company has a subscription receivable of $ 8,000,000 , recorded as a contra-equity item within stockholders’

equity, representing shares issued for which the consideration has not yet been received.

January 27, 2022, in connection with the AJB Capital promissory note, the Company issued 1,000,000

3 three-year cash warrants (“AJB Warrants”) priced at $ 0.30

per share, together with 2,214,286 shares of Common Stock valued at $ 71,521 , as the incentive fee upon execution of the

AJB Warrants were fully redeemed on December 27, 2023, pursuant to a warrant redemption agreement on the following terms:

(i) cash payment

of $ 100,000 paid at execution;

(ii) a second cash payment of $ 100,000 paid on or before January 26, 2024;

and (iii) the issuance of 5,000,000

restricted shares of Common Stock on January 2, 2024, valued at $ 90,000 .

All obligations under the warrant redemption agreement were

satisfied in full by January 2024.

of December 31, 2025, and 2024, there were no warrants issued or outstanding.

The Company has no equity compensation plans under which

warrants or options are currently authorized for issuance.

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments from those subsidiaries that do

not use the U.S.

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments arising from those subsidiaries

that do not use the U.S.

dollar as their functional currency.

following table shows the changes in AOCI by component for 2024 and 2023:

SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

These adjustments are recorded net of tax in Accumulated Other Comprehensive

Income (Loss) (“AOCI”) within stockholders’ equity and are reclassified to the income statement only upon the disposal

or liquidation of the related subsidiary.

following table shows the changes in AOCI by component for the fiscal years ended December 31, 2025, and 2024:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive Income:

2 unchanged sentences

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to APL

(loss), attributed to ATECH

Total other comprehensive

income (loss)

income (loss), as restated, December 31, 2024

Balance as of December

2 unchanged sentences

Other comprehensive income (loss), attributed

Other comprehensive income/(loss),

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to AIL

Total other comprehensive

income/(loss)

income (loss), December 31, 2025

Balance as of December

Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3-year cash

warrants (‘AJB Warrants’) priced at $ 0.30 as consideration fees for the AJB Note.

The AJB Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

On December 27, 2023, the Company issued 5,000,000

restricted common stock to AJB Capital for the redemption of warrants valued at $ 90,000 .

In addition, the Company paid $ 100,000 to AJB

Capital, with the remaining $ 100,000 to be paid on or before January 26, 2024.

income tax expenses, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best

estimate of current and future taxes to be paid.

We are subject to income taxes in the United States and numerous foreign jurisdictions,

namely Malta, the United Kingdom, and Australia.

Significant judgments and estimates are required to determine the consolidated income

The Company calculates income taxes using the asset and liability method of accounting.

We compute Deferred income taxes

by multiplying statutory rates applicable to estimated future-year differences between the consolidated financial statement and tax basis

carrying amounts of assets and liabilities.

evaluating our ability to recover our deferred tax assets in the jurisdiction from which they arise, we consider all available positive

and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies,

and results of recent operations.

In projecting future taxable income, we begin with historical results adjusted for the results of discontinued

operations and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items

that do not have tax consequences.

The assumptions about future taxable income require the use of significant judgment and are consistent

with the plans and estimates we are using to manage the underlying businesses.

In evaluating the objective evidence that historical results

provide, we consider three years of cumulative operating income (loss).

calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude

of jurisdictions across our global operations.

ASC 740 states that a tax benefit from an uncertain tax position may be recognized when

it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation

processes, based on the technical merits.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process

in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits

of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount

of tax benefit that is more than fifty percent (50.00%) likely to be realized upon ultimate settlement with the related tax authority.

December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the “Act”).

The Act amends the Internal

Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions.

The Act reduces the corporate

federal tax rate from a maximum of 35% to a 21% rate for corporations.

The rate reduction will take effect on January 1, 2018.

we have applied the tax rate of 21% to the ending balance of federal deferred tax assets.

As we provided a full valuation allowance against

our net deferred tax assets, we have not recorded any tax impact due to the tax rate change.

consider the earnings of certain non-U.S.

subsidiaries to be indefinitely invested outside the United States on the basis of estimates

that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of

those subsidiary earnings.

If we decide to repatriate the foreign earnings, we will need to adjust our income tax provision in the period

we determined that the earnings will no longer be indefinitely invested outside the United States.

income tax provision for FDCTech as a standalone is summarized as follows:

The income tax disclosures below reflect the tax

position of FDCTech, Inc.

as a standalone U.S.

domestic C-corporation (the “U.S.

The Company’s foreign operating subsidiaries – Alchemy Markets Ltd.

(Malta), Alchemy Prime Limited (United Kingdom), AD Advisory

Services Pty Ltd.

(Australia), Alchemy International Ltd.

(Seychelles), and Alchemytech Ltd.

(Cyprus) – are separate legal entities

subject to income taxation in their respective jurisdictions.

Parent does not include foreign subsidiary earnings in its U.S.

federal or state income tax returns.

The deferred tax liabilities recognized on the consolidated balance sheet in respect of the foreign

subsidiaries are discussed separately below.

Company calculates its income tax provision using the asset and liability method prescribed under ASC 740, Income Taxes .

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss (“NOL”)

carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on deferred tax assets

and liabilities is recognized in income in the period that includes the enactment date.

States Federal and State Income Taxes – FDCTech, Inc.

Parent is subject to the U.S.

federal corporate income tax at a flat rate of 21 % under the Tax Cuts and Jobs Act of 2017, as well

as applicable state income taxes in California.

For the fiscal years ended December 31, 2025 and December 31, 2024, the U.S.

Parent generated

a pre-tax loss from operations on a standalone basis.

In each year, the provision for income taxes attributable to the U.S.

$ nil , as described below.

Book-to-Tax Reconciliation – FDCTech, Inc.

Parent Standalone)

The following table reconciles the U.S.

Parent’s pre-tax book loss to taxable income (loss) for the fiscal

years ended December 31, 2025, and December 31, 2024:

SCHEDULE OF PROVISION FOR INCOME TAXES

Tax Assets/Liability

Deferred Tax Assets/Liability

December 31, 2025

December 31, 2024

Income (Loss) per Books

M-1 Differences:

Stock/options issued for

and amortization

income (loss)

Prior Year NOL (exclude

effect of state tax)

Stock/options issued for services

Allowance for doubtful accounts

Tax income (loss)

Prior Year NOL (exclude the effect of state tax)

( 1,224,265 )

( 1,395,876 )

Cumulative NOL

( 2,067,943 )

( 1,224,265 )

SCHEDULE OF DEFERRED TAX ASSETS

December 31, 2025

December 31, 2024

Net operating loss carry forwards.

Stock/options issued for services

Depreciation and amortization

Allowance for doubtful accounts

Valuation allowance

2 unchanged sentences

Change in valuation allowance

2024 and 2023, the Company as a standalone, excluding its subsidiaries, had pre-tax income of $ 303,211 and $ 642,948 , respectively.

of December 31, 2024, we had approximately $ 449,716 in net deferred tax assets (DTAs) expiring in 2037 for the federal and 2037 for the

These DTAs include approximately $ 449,716 related to net operating loss carryforwards that can be used to offset taxable income

for the fiscal year ending December 31, 2024, and future periods and reduce our income taxes payable in those future periods.

Income Taxes (continued)

benefit from certain state NOL carryforwards is unlikely to be realized.

If we realize NOL carryforwards for the fiscal year ending December

31, 2024, our taxable pre-tax income of $ 303,211 will be a loss of $ 449,716 .

If our assumptions change and we determine that we will

be able to realize these NOLs, the tax benefits related to any reversal of the valuation allowance on deferred tax assets as of December

31, 2024, will be accounted for as follows:

approximately $ 752,927 will be recognized as a reduction of income tax expense and $ 752,927

will be recorded as an increase in equity.

we are unable to realize the benefits of NOL carry forwards, in recognition of this risk, we have provided a valuation allowance of $ 299,936

on the deferred tax assets related to these state NOL carryforwards.

the years ended December 31, 2024, and 2023, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions

defined under ASC 740.

Should such a position be identified in the future, and if the Company owes interest and penalties, these would

be recognized as interest expenses and other expenses, respectively, in the consolidated financial statements.

Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

The Company has submitted and

received acceptance of the United States Federal return for 2023 and 2022.

The Company was not subject to tax examination by authorities

in the United States before 2016.

The State Franchise Tax return for 2023 and 2022 has been submitted and accepted by the Delaware State

Franchise Tax Board.

Currently, the Company does not have any ongoing tax examinations.

the fiscal year ended December 31, 2025, the non-cash stock-based compensation add-back of $ 49,300 consists of:

(i) $ 35,200 representing

the fair value of 32,000,000 shares of restricted common stock issued to employees of the Company’s subsidiaries for services rendered;

and (ii) $ 14,100 representing 10,000 shares of Series B Convertible Preferred Stock issued to Nick G.

Kundnani for services, recognized

at $ 1.41 per share.

For the fiscal year ended December 31, 2024, the add-back of $ 846,950 represents 561,844 shares of Series B Convertible

Preferred Stock issued to officers, directors, and consultants for services rendered ($ 792,200 ), and 500,000 shares of common stock issued

for services ($ 54,750 ).

The allowance for doubtful accounts of $ 44,058 , recognized as a general and administrative expense in fiscal

year 2024 in connection with the restatement, is not deductible for U.S.

federal income tax purposes until the related receivable is

actually written off as uncollectible.

the fiscal year ended December 31, 2024, the pre-NOL taxable income of $171,611 was fully offset by prior-period NOL carryforwards, resulting

in net taxable income of $nil and a current tax provision of $nil.

For the fiscal year ended December 31, 2025, the U.S.

Parent generated

a net taxable loss of $843,678, resulting in no current income tax expense.

Operating Loss Carryforwards

of December 31, 2025, the U.S.

Parent had generated a current-year taxable loss of $ 843,678 , which is added to the accumulated NOL carryforward.

Federal NOL carryforwards generated after December 31, 2017, carry forward indefinitely but are subject to a utilization limitation of

80% of taxable income in any given year.

Federal NOL carryforwards generated prior to January 1, 2018, expire 20 years after the year

in which they arose and are not subject to the 80% limitation.

The accumulated U.S.

federal NOL carryforward of FDCTech, Inc.

as of December

31, 2025, inclusive of the $ 843,678 generated in fiscal year 2025, is approximately $ 1,224,265 .

The Company has filed its U.S.

tax return for the fiscal year ended December 31, 2025.

evaluating the realizability of deferred tax assets, management considered all available positive and negative evidence, including the

Parent’s history of cumulative operating losses, the expected reversal of existing temporary differences, tax planning strategies,

and projected future taxable income.

Based on the weight of available evidence, and in particular the U.S.

Parent’s sustained history

of pre-tax losses at the standalone entity level, management has determined that it is more likely than not that the U.S.

gross deferred tax assets will not be realized.

Accordingly, a full valuation allowance has been established against the U.S.

net deferred tax assets as of December 31, 2025 and 2024.

The change in valuation

allowance for fiscal year 2025 reflects the addition of the deferred tax asset arising from the $ 843,678 current-year taxable loss (generating

a deferred tax asset of $ 177,172 at 21 % ), partially offset by the release of the $ 36,038 deferred tax asset associated with the $ 171,611

of prior-period NOL carryforward utilized during fiscal year 2024 (reflected in the FY2024 comparative column).

The allowance for doubtful

accounts of $ 44,058 recognized in fiscal year 2024 results in a temporary difference of $ 9,252 (at 21%) that is expected to reverse upon

charge-off of the related receivable.

Foreign Subsi diary

Taxes and Deferred Tax Liabilities

Company’s foreign operating subsidiaries are subject to income taxes in their respective jurisdictions.

Alchemy Markets Ltd.

subject to corporate income tax in Malta under the Income Tax Act at a standard rate of 35%, with a refund mechanism that generally results

in an effective tax rate of approximately 5% for trading income distributed to non-Maltese shareholders.

Alchemy Prime Limited is subject

to UK Corporation Tax at the applicable statutory rate.

AD Advisory Services Pty Ltd.

is subject to Australian income tax at the applicable

corporate rate.

Alchemy International Ltd.

is subject to income tax in Seychelles under applicable local legislation.

Alchemytech Ltd.

is subject to income tax in Cyprus.

Company does not consolidate foreign subsidiary earnings for U.S.

tax purposes.

Management considers the undistributed earnings of its

foreign subsidiaries to be indefinitely reinvested outside the United States, and accordingly, no deferred U.S.

federal income tax liability

has been recognized with respect to such earnings.

consolidated balance sheet includes a deferred tax liability of $ 377,975 as of December 31, 2025 (December 31, 2024:

$ 333,418 ), relating

to temporary differences arising at the Company’s foreign subsidiaries, primarily Alchemy Markets Ltd.

The deferred tax

expense recognized in the consolidated statements of operations arising from changes in this liability was $ 44,557 for the fiscal year

ended December 31, 2025 (fiscal year 2024:

deferred tax benefit of $ 513,163 ).

These amounts are measured using the enacted tax rates

applicable in the relevant foreign jurisdictions.

Tax Positions

Company has analyzed its tax positions in all jurisdictions in accordance with ASC 740-10-25 and has identified no uncertain tax positions

requiring recognition or disclosure as of December 31, 2025, or December 31, 2024.

The Company does not anticipate a material change

in the amount of unrecognized tax benefits within the next twelve months.

Should uncertain tax positions be identified in the future,

any related interest and penalties would be recognized as components of income tax expense.

Company’s U.S.

federal and California state income tax returns are subject to examination for tax years beginning 2021.

federal income tax returns for fiscal years 2023 and 2022 have been filed and accepted.

The California franchise tax returns for fiscal

years 2023 and 2022 have also been filed and accepted.

As of December 31, 2025, the Company has no ongoing tax examinations in any jurisdiction.

OFF-BALANCE SHEET ARRANGEMENTS

1 unchanged sentence

SUBSEQUENT EVENTS

January 2025, the Company announced the signing of a Letter of Intent (LOI) to acquire Alchemy Global Ltd.

(“Alchemy Global”),

a Seychelles-registered securities dealer authorized by the Financial Services Authority (FSA) under license number SD136.

The acquisition

is a strategic move aimed at establishing a significant presence in the Middle Eastern and Asian markets, with the deal expected to close

by the third quarter of 2025, subject to customary closing conditions and regulatory approvals.

In January 2025, the Company issued 32,000,000 restricted

common stock to three personnel who work at its subsidiaries for services valued at $ 35,200 .

Company had evaluated subsequent events through March 31, 2025, when these financial statements were available to be issued.

Company evaluated subsequent events through April 17, 2026, the date on which these consolidated financial statements were available

to be issued.

The following events occurring after December 31, 2025, are disclosed in accordance with ASC 855, Subsequent Events .

to Series B Convertible Preferred Stock Conversion Terms

January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock

(the “Series B Amendment”) with the Secretary of State of the State of Delaware.

The Series B Amendment did not change the

number of authorized or issued shares of Series B Convertible Preferred Stock, nor any other rights, preferences, or privileges thereof,

except with respect to its conversion rights.

amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder and without payment of additional

consideration, into 100 shares of Common Stock at any time (the “Base Conversion Rate”).

However, in the event the Company

completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market

or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such qualifying public offering

will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each one share of Series B Convertible

Preferred Stock.

The Company anticipates that the conversion ratio applied in connection with a qualifying offering would be 10 shares

of Common Stock for each one share of Series B Convertible Preferred Stock.

The Series B Amendment was approved by the Board of Directors

by unanimous written consent and by the written consent of the holders of at least 51% of the Series B voting power, as required under

Delaware General Corporation Law.

Uplisting to a National Securities Exchange

connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company has engaged Lucosky

Brookman LLP as legal counsel and E.F.

LLC as financial advisor to assist with capital markets strategy, financing opportunities,

and the uplisting process.

The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission.

As of the date these financial statements were available to be issued, the registration statement had not yet been filed.

is a Type I recognized subsequent event to the extent it relates to the Series B conversion terms described above, and is otherwise disclosed

for informational purposes.

to Legal Proceedings

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

On February 2, 2026, a hearing

was held before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined

the Company’s witnesses.

Following the cross-examination, the matter has been adjourned for final legal submissions.

has been issued as of the date these financial statements were available to be issued.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

in the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January

The case remains pending as of the date these financial statements were available to be issued.

respect to all other legal proceedings described in Note 10 — Commitments and Contingencies, there have been no material developments

between December 31, 2025, and the date these financial statements were available to be issued.

U.S.–Israel–Iran

Military Conflict

February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, targeting military, governmental,

and nuclear-related sites.

Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict

commercial shipping traffic through the Strait of Hormuz.

As of the date these financial statements were available to be issued, the

conflict remained ongoing and its ultimate scope, duration, and resolution were uncertain.

Company maintains a sales office in Tel Aviv, Israel.

As of the date of this filing, that office has not experienced any material disruption

to its operations as a direct result of the conflict, and the safety of Company personnel located there has not been compromised.

Company’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of

which are in the directly affected region.

However, the broader geopolitical instability and elevated market volatility arising from

the conflict may affect client trading volumes, foreign currency exchange rates, and the general business environment in which the Company

event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at

December 31, 2025, and therefore does not result in any adjustment to the amounts recognized in the consolidated financial statements.

The maturity of the $ 2,000,000 seller note loan obligation for the acquisition of AIL was extended to June 30, 2026 .

Articles of Incorporation

Alchemy International Limited Share Purchase Agreement as filed with the SEC on November 10, 2025

Change of Auditor as filed with the SEC on April 4, 2025

FDCTech, Inc.

1 unchanged sentence

List of Subsidiaries

Certification

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

Certification

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

Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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

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

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

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures