FDCTECH, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, 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 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. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our 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. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — 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 U.S. generally accepted accounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (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; and (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. Because 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 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. 30 Identified Material Weaknesses Based on management’s assessment, we determined that our internal control over financial reporting was not effective as of December 31, 2025. 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: ● Segregation of Duties. 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. This limitation increases the risk that errors or irregularities could occur without timely detection. ● Written 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. ● Accounting Personnel and U.S. GAAP Expertise. The Company has limited accounting and financial reporting staff with sufficient depth of knowledge in U.S. 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 disclosed. Restatement of Fiscal Year 2024 Financial Statements As 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. Remediation Efforts Management 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: ● Engaged 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. ● Increased reliance on qualified external accounting consultants to support the period-end close and financial reporting process, including technical U.S. GAAP research and multi-jurisdictional consolidation review. ● Continued to identify and formalize certain accounting policies and procedures, with a focus on revenue recognition, related party transaction controls, and foreign currency translation. ● Engaged outside legal and compliance counsel to support regulatory filings and disclosure review processes across the Company’s multiple licensed subsidiaries. 31 Notwithstanding the foregoing remediation efforts, as of December 31, 2025, the material weaknesses described above had not been fully remediated. The Company is continuing to take the following additional steps to address outstanding weaknesses: ● Expanding 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. ● Developing 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. ● Implementing enhanced controls and documentation requirements for related party transactions, including periodic board-level review and approval of significant related party balances. ● Evaluating the addition of one or more independent directors with financial reporting expertise to strengthen the oversight function of the Board of Directors. The 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. This 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 “JOBS Act”). Changes in Internal Control Over Financial Reporting During 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: ● Auditor Transition. 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. ● Remediation Initiatives. 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. Other 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. ITEM 9B. OTHER INFORMATION. None . 32 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Name Age Position Mitch Eaglstein 42 President/CEO/Director Imran Firoz 53 CFO/Secretary/Director Brian Platt 46 CTO Jonathan Baumgart 42 Director Gope S. Kundnani 68 Director Directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors meets, following the stockholders’ annual meeting, and the directors’ successors are elected and qualified. Mitchell Eaglstein, Co-Founder, President, CEO, and Director Mr. 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. From 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. Mr. Eaglstein has experience managing FX brokerage and FinTech software companies at an executive level. Mr. Eaglstein has participated in several panel discussions as a distinguished industry expert at various forex-related conferences and tradeshows. We believe Mr. 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. Imran Firoz, Co-Founder, CFO, and Director Mr. 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 consultant. From 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 present, Mr. Firoz has served as the Co-Founder and Director of Boumarang Inc., a hydrogen-powered autonomous aerial and marine drone company. 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. 33 Mr. 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). Mr. Firoz has been a Certified Financial Risk Manager (FRM) from the Global Association of Risk Professionals (GARP), New Jersey, since January 2003. We believe Mr. 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. Brian Platt, Chief Technology Officer Mr. 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. Mr. Platt combines his business and technological know-how to ensure quality products, client satisfaction, and optimization of human resources. From 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. Mr. Platt holds a degree in Information Systems from Yeshiva University. He completed computer science training at New York University and Oracle DBA training at Fairleigh Dickinson University. Jonathan Baumgart, Director Mr. Baumgart, an Independent Director, combines over twenty (20) years of experience in forex and financial services. Mr. Baumgart is considered independent under listing standards. From 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. Mr. Baumgart holds an undergraduate degree in International Affairs and Economics from the Whittemore School of Business and Economics, University of New Hampshire, Durham (2004). We believe Mr. 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. Gope S. Kundnani, Director Mr. 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. 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. From 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. Mr. Kundnani holds an undergraduate business degree from Mulund College of Commerce, Mumbai, India. We believe Mr. 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. Family Relationships There are no family relationships among any of our directors, director nominees, or executive officers. 34 Term of Office All directors serve until the next annual meeting; their successors are elected and qualified. Officers are appointed to serve for one year until the board of directors’ meeting, followed by the stockholders’ annual meeting, and until the directors’ successors have been elected and qualified. Director of Independence Our board of directors is currently composed of four (4) members, of which one (1) director is independent. Audit Committee and Conflicts of Interest Since we do not have an audit or compensation committee comprised of independent directors, the functions that such committees would have performed are performed by our Board of Directors. The Board of Directors has not established an audit committee, does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. 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 four (4) directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. There are no family relationships among our directors or officers other than as described above. We are unaware of any other conflicts of interest with our executive officers or directors. Involvement in Certain Legal Proceedings No director, person nominated to become a director, executive officer, promoter, or control person of our Company has, during the last ten (10) years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two (2) years prior thereto. Stockholder Communications with the Board of Directors We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, 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. Our board of directors will continue to monitor whether it would be relevant to adopt such a process during the upcoming year. 35 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes all compensation recorded by us in the past two fiscal years for: ● our principal executive officer or other individual acting in a similar capacity during the fiscal year ended December 31, 2025, and December 31, 2024. 2025 and 2024 Summary Executive Compensation Table Name and Principal Position Year Salary (3) ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Mitch Eaglstein, CEO (1) 2025 180,000 -0- -0- -0- -0- -0- -0- 180,000 2024 180,000 -0- 211,500 -0- -0- -0- -0- 391,500 Imran Firoz, CFO (2) 2025 180,000 -0- -0- -0- -0- -0- -0- 180,000 2024 180,000 -0- 211,500 -0- -0- -0- -0- 391,500 Brian Platt, CTO (3) 2025 82,500 -0- -0- -0- -0- -0- -0- 82,500 2024 60,000 -0- -0- -0- -0- -0- -0- 60,000 (1) Appointed CEO, President, and Director on January 21, 2016. The Company issued 30,000,000 Common Stock on January 21, 2016, and 2,600,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company. (2) Appointed Chief Financial Officer, Secretary, and Director on January 21, 2016. The Company issued 5,310,000 Common Stocks on January 21, 2016, and 400,000 preferred stocks on March 24, 2017, at par value for services rendered to the Company. (3) On March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000. The 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 monthly compensation of $5,000 to its CEO and CFO, respectively, with increases each succeeding year, should the agreement be approved annually. Effective October 1, 2020, the Company will pay $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company will pay $15,000 monthly to its CEO and CFO. Messrs. Eaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively. The Company intends to convert all such officers to employee status during the second quarter of 2026. The Company has not issued any bonuses or stock option awards to its officers. The Company intends to provide these incentives to meet specific sales criteria, which will be reviewed quarterly and annually. On December 12, 2022, the Board of Directors issued 10,000,000 Common Stocks valued at $83,000 each to Eaglstein and Firoz for services rendered concerning the acquisition of AML Ltd and the integration of AD Advisory Services Pty Ltd. On 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. Employment Agreements The Company is not currently a party to any employment agreement and has no compensation agreement with any officer or director. The Company plans to enter into employment agreements with its officers before the uplist. Outstanding Equity Awards at Fiscal Year-Ended December 31, 2024 We have not granted any stock options to our executive officers since our incorporation. Insider Trading Policy The 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. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. 36 Director Compensation The Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to the Board. The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021. The Company issued Gope S. Kundnani, director, 5,000,000 common stocks valued at $60,000 in September 2022 upon his appointment to the Board. The Company has not issued any other compensation to Kundnani as of December 31, 2023. On January 4, 2024, the Board of Directors issued 50,000 Series B Preferred Stock valued at $70,500 to Kundnani for services rendered concerning the acquisition and integration of AML, APL, and ATECH. Employee Benefit and Stock Plans 2023 Stock Incentive Plan In 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 The 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. Eligibility Officers 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. Vesting Each 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. Shares of Stock Available for Issuance The 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. Similarly, 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. The 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. 37 Types of Awards The 2023 Plan authorizes the Committee to grant the following types of equity-based incentive awards: Incentive 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 approval. Stock 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. Stock 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. 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. Change in Control Upon 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. In 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; (c) continuing the Plan 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. Repricing Under 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 Incentive 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. 38 Amendment and Termination The 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; (b) change or expand the types of incentives that may be granted; (c) change the class of persons eligible to receive incentives; or (d) 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. Federal Income Tax Consequences The following is a general summary of the current U.S. federal income tax treatment of awards authorized to be granted under the 2023 Plan: Incentive 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 or SAR. 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). Company Deduction. 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. Plan Benefits The 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. Compensation Policies and Practices as They Relate to Risk Management We 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. Our 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. The following elements of our compensation programs are designed to reduce the likelihood of excessive risk-taking: Balanced 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. Long-Term Equity Incentives. A significant portion of our executive compensation is delivered through equity awards that vest over multi-year periods. 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. Board 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. Prohibition 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 Provisions. 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. Regulatory 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. Based 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. We 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. 39 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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 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. Common Stock 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) Title of Class Number of Shares Beneficially Owned Percent of Class Mitch Eaglstein Common 20,818,105 4.92 % Imran Firoz Common 24,310,000 5.75 % Brian Platt Common 1,000,000 * % Jonathan Baumgart Common 645,000 * % Gope S. Kundnani (2) Common 180,000,000 42.54 % Robert J. Winters (3) Common 30,500,000 7.10 % FRH Group Corporation (4) Common 26,372,413 6.23 % Officers and Directors as a group (4 persons) Common 226,773,105 53.60 % * Less than 1% In 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. Further, the Company agreed to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively, as the founders, in consideration of services rendered to the Company. (1) The addresses for all officers and directors are 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. (2) Gope S. 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. Winters owns 30,500,000 in the Company’s common stock personally and resides in Kuala Lumpur, Malaysia. (4) 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 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 located at 530 Technology Drive, Suite 100, Irvine, CA, also owned by Mr. Hong. Mr. Hong resides in Dubai, UAE. 40 Series A Preferred Stock The 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) Title of Class (4) Number of Shares Beneficially Owned Percent of Class Mitchell M. Eaglstein Series A Preferred 500,000 11.11 % Gope S. Kundnani ( 5 ) Series A Preferred 4,000,000 88.89 % Officers and Directors as a group (2 persons) Series A Preferred 4,500,000 100.00 % (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. 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. 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. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $2,500,000. The Company will receive $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. On 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. Immediately 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. Upon 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; and ● 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. The 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. 41 Series B Preferred Stock The 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) Title of Class (6) Number of Shares Beneficially Owned Percent of Class APSI Holdings Limited (1) Series B Preferred 1,800,000 75.90 % Mitchell M. Eaglstein, CEO, Director Series B Preferred 191,844 8.09 % Imran Firoz, CFO, Director Series B Preferred 150,000 6.32 % FRH Group Corporation (2) Series B Preferred 150,000 6.32 % Gope S. Kundnani (1) , Director Series B Preferred 50,000 2.11 % William B. Barnett (3) Series B Preferred 10,000 0.42 % Susan E. Eaglstein (4) Series B Preferred 10,000 0.42 % Nicky G. Kundnani (5) Series B Preferred 10,000 0.42 % Officers and Directors as a group (3 persons) Series B Preferred 2,291,844 96.63 % (6) The Series B Preferred Stock is non-dilutive and is 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, 2,371,844 Series B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis. On 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% of AML and 100% of APL. On 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. On 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 share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq, for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $1.41 per share. On 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. 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. (1) Gope S. Kundnani controls APSI Holdings Limited. Gope S. Kundnani and APSI Holdings Limited’s address is at 74 Back Church Lane, Unit 8, London, E11LX, UK. (2) FRH Group is located at 530 Technology Drive, Suite 100, Irvine, CA. (3) William B. Barnet resides at 60 Kavenish Dr, Rancho Mirage, CA, 92770. (4) Susan E. Eaglstein Resides at 2661 Riverport Dr North, Jacksonville, Florida, 32223. (5) Nicky G. Kundnani resides at 9RINS Hendrikkade 132 E, Amsterdam, 1011, Netherlands. Voting Rights Following 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. 42 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The 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.” Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder (“FRH Group”). 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. Between 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. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director. 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 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. Hong. In 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 $60,000. Mr. Kundnani is the director and owner of APL. In January 2023, the Company sold 115,000,000 common shares to its director, Kundnani, for $550,000. In 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. On 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. On 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. On 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. Kundnani, 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. Kundnani, a related party, purchased 50,000,000 Common stock of FDCTech for $5.5 million. FDCTech has issued the Common stock to Kundnani. In 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 Convertible Preferred Shares in January 2024. On 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. On January 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to Gope S. Kundnani for services valued at $1.41 per share. On 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. On January 4, 2024, the Company issued 50,000 Series B Convertible Preferred Stock to FRH Group for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to William B. Barnett, Esq., for services valued at $1.41 per share. On January 4, 2024, the Company issued 10,000 Series B Convertible Preferred Stock to Susan E. Eaglstein for services valued at $1.41 per share. On 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. On February 7, 2025, the Company issued 10,000 Series B Convertible Preferred Stock to Nicky G. Kundnani for services valued at $1.41 per share. Eaglstein 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. 43 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Background — History of Independent Registered Public Accounting Firms Given the number of auditor changes the Company has undergone in recent years, the following background is provided for context. Prior to 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. On 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. On 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. On 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. 44 Audit Fees For 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. For 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 Fees The 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.” Tax Fees The 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. All Other Fees The 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. Board of Directors Pre-Approval of Audit and Permissible Non-Audit Services Our 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. For 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 policy. 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. 45 PART IV ITEM 15. FINANCIAL STATEMENT SCHEDULES. (a) Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB: ID 7057 ) F-2 Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024 F-4 Consolidated Statements of Operations for the fiscal year ended December 31, 2025 and December 31, 2024 F-5 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and December 31, 2024 F-6 Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2025 and December 31, 2024 F-7 Notes to the Consolidated Financial Statements F-8 46 SIGNATURES In 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. FDCTECH, INC. Date: April 17, 2026 /s/ Mitchell Eaglstein Mitchell Eaglstein, President and CEO (Principal Executive Officer) Date: April 17, 2026 /s/ Imran Firoz Imran Firoz, CFO (Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Mitchell Eaglstein President, Chief Executive Officer (Principal Executive Officer) April 17, 2026 Mitchell Eaglstein /s/ Imran Firoz Chief Financial Officer (Principal Financial and Accounting Officer) April 17, 2026 Imran Firoz 47 FDCTECH, INC. Index to Consolidated Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB: ID 7057) F-2 Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024 F-4 Consolidated Statements of Operations for the fiscal year ended December 31, 2025, and December 31, 2024 F-5 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and December 31, 2024 F-6 Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2025, and December 31, 2024 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of FDCTech Inc. Opinion on the Financial Statements We 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 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, 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Testing of Revenue As 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. We 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. How 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. F- 2 How the Critical Audit Matter Was Addressed in the Audit We performed the following procedures to evaluate the identification of the related party transactions by the Companies: ● Conducted background checks and reviewed other public research sources for information related to transactions between the Company and its related parties. ● Obtained agreements between the Company and related parties and reviewed for proper accounting and disclosures ● Obtained confirmations from the related parties for the account balances. ● Reviewed transaction details as posted to the accounting software from the bank statement and the Company’s trading platform. Clients’ funds and clients’ funds obligations As 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. We 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. How the Critical Audit Matter Was Addressed in the Audit ● We evaluated the design and tested the operating effectiveness of certain internal controls related to the customer funds and customer funds obligations process. ● We 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. ● Reviewed the data from the trading platform to confirm that intercompany balances were eliminated ● We obtained confirmation from the clients. ● Reviewed transaction details as posted to the accounting software from the bank statement and trading activities /S/ Lateef Awojobi LAO PROFESSIONALS (PCAOB ID 7057) (Chartered Accountants) Lagos, Nigeria We have served as the Company’s auditor since 2025. April 15, 2026 F- 3 FDCTECH, INC. CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 (Restated) Assets Current assets: Cash $ 17,669,749 $ 25,376,957 Accounts receivable, net of allowance for doubtful accounts of $ 22,382 and $ 175,640 , respectively 188,415 25,000 Prepaid expenses – current 353,089 156,335 Loan receivable 37,477,356 1,682,450 Total Current Assets 55,688,609 27,240,742 Fixed assets, net 199,058 185,195 Other Non-Current Assets Capitalized software, net 1,480,246 1,163,309 Investment through subsidiary 36,062 36,062 Accrued income 279,889 2,073,193 Acquired intangible assets 1,326,062 1,317,108 Prepaid 244,008 - Other trade and tax receivable 2,803,041 167,907 Fair value of trading positions for the firm, profit 1,183,873 607,157 Right of use (lease) 530,348 711,928 Total assets $ 63,771,196 $ 33,502,601 Liabilities and Stockholders’ Deficit Current liabilities: Accounts payable $ 166,212 $ 229,316 Line of credit 111,352 115,337 Accrued expenses, related party 532,287 519,500 Business acquisition loan 2,350,000 350,000 Cares act- paycheck protection program advance - 5,661 Related party advances 29,197,470 7,992,840 Customer funds 5,813,888 11,526,789 Operating lease liability, current 501,236 319,656 Other current liabilities 2,132,993 5,328,110 Total Current liabilities 40,805,438 26,387,209 Deferred tax liabilities 377,975 333,418 SBA loan – non-current 105,678 114,184 Operating lease liability, non-current 29,112 392,272 Accrued interest – non-current 42,396 70,493 Total liabilities 41,360,599 27,297,576 Commitments and Contingencies (Note 10) - - Stockholders’ Deficit: 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 450 450 Series B Preferred Stock, par value $ 0.0001 , 5,000,000 shares authorized, 2,371,844 and 2,361,844 issued and outstanding, as of December 31, 2025, and December 31, 2024 237 236 Preferred Stock, value 237 236 Common stock, par value $ 0.0001 , 750,000,000 shares authorized; 423,084,729 and 391,084,729 shares issued and outstanding, as of December 31, 2025, and December 31, 2024 42,308 39,108 Additional paid-in capital, Common Series A, Series B 26,900,000 16,883,620 Subscription receivable ( 8,000,000 ) ( 8,000,000 ) Accumulated other comprehensive income 313,484 ( 72,781 ) Accumulated deficit 3,120,795 ( 2,662,428 ) Total FDCTech, Inc. stockholders’ equity (deficit) 22,377,274 6,188,205 Noncontrolling interest 33,323 16,820 Total liabilities and stockholders’ equity (deficit) $ 63,771,196 $ 33,502,601 See accompanying notes to the financial statements. F- 4 FDCTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 Revenues Technology & software 5,099,187 1,642,130 Wealth management 6,430,897 6,498,404 Investment and Brokerage 23,429,315 18,803,184 Total revenue $ 34,959,399 $ 26,943,718 Cost of sales Technology & software - 173,708 Wealth management 5,755,675 5,925,652 Investment and Brokerage 10,059,683 8,802,990 Total cost of sales 15,815,358 14,902,350 Gross Profit $ 19,144,041 12,041,368 Operating expenses: General and administrative 11,575,393 11,290,165 Sales and marketing 1,336,685 1,466,616 Depreciation 178,754 186,350 Total operating expenses 13,090,832 12,943,131 Operating loss 6,053,209 ( 901,763 ) Other income (expense): Other interest expense 16,157 ( 638,483 ) Other income (expense) ( 254,754 ) 1,510,507 Total other income (expense) ( 238,597 ) 872,024 Income (loss) before provision for income taxes 5,814,612 ( 29,739 ) Provision for income taxes - Net income (loss) $ 5,814,612 $ ( 29,739 ) Less: Net (income) loss attributable to noncontrolling interest 31,389 ( 10,958 ) Net income (loss) attributable to FDCTech’s shareholders 5,783,223 ( 18,781 ) Net loss per common share, basic and diluted $ 0.01 $ 0.00 Weighted average number of common shares outstanding, basic and diluted 423,084,729 390,377,880 Other comprehensive income (loss): Change in foreign currency translation $ ( 313,484 ) $ 72,781 Total other comprehensive income (loss) ( 313,484 ) 72,781 Total comprehensive income (loss) 5,501,128 43,042 Comprehensive income (loss) attributable to noncontrolling interests ( 9,254 ) ( 43,178 ) Comprehensive income (loss) attributable to FDCTech stockholders $ 5,510,382 $ 86,220 See accompanying notes to the financial statements. F- 5 FDCTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Accumulated Total Additional other Accumulated Stockholders’ Preferred stock Common stock Paid-in comprehensive Subscription surplus equity Fiscal year ended December 31, 2024 (Restated) Shares Amount Shares Amount Capital income (loss) Receivable (deficit) (deficit) Balance, December 31, 2023 8,300,000 $ 830 388,584,729 $ 38,858 $ 15,389,569 $ 225,228 $ - $ ( 2,643,647 ) $ 13,010,838 Series A Preferred canceled ( 2,000,000 ) ( 200 ) - - - - - - ( 200 ) Series B issuances at $ 1.41 per share 561,844 56 - - 792,144 - - - 792,200 Common Stock adjustment - 500,000 50 54,700 - - - 54,750 Common stock issued for cash valued at $ 0.0144 - - 2,000,000 200 19,800 - - - 20,000 Increase in APIC due to shares issued at a discount - - - - 8,900 - - - 8,900 Change in APIC due to common control - - - - 818,507 - - - 818,507 FX gain (loss) - - - - - ( 298,009 ) - - ( 298,009 ) Subscription receivable - - - - ( 200,000 ) - ( 8,000,000 ) - ( 8,200,000 ) Net income (loss) - - - - - - - ( 18,781 ) ( 18,781 ) Balance, December 31, 2024 6,861,844 $ 686 391,084,729 $ 39,108 $ 16,883,620 $ ( 72,781 ) $ ( 8,000,000 ) $ ( 2,662,428 ) $ 6,188,205 Fiscal year ended December 31, 2025 Balance 6,861,844 $ 686 391,084,729 $ 39,108 $ 16,883,620 $ ( 72,781 ) $ ( 8,000,000 ) $ ( 2,662,428 ) $ 6,188,205 Common stock issued for services - - 32,000,000 3,200 32,000 - - - 35,200 Series B issuances at $ 1.41 per share 10,000 1 - - 14,099 - - - 14,100 Change in APIC due to common control - - - - 9,969,735 - - - 9,969,735 Capital contributions - - - - 546 - - - 546 FX gain (loss) - - - - - 386,265 - - 386,265 Net Income - - - - - - - 5,783,223 5,783,223 Net Income (loss) - - - - - - - 5,783,223 5,783,223 Balance, December 31, 2025 6,871,844 $ 687 423,084,729 $ 42,308 $ 26,900,000 $ 313,484 $ ( 8,000,000 ) $ 3,120,795 $ 22,377,274 Balance 6,871,844 $ 687 423,084,729 $ 42,308 $ 26,900,000 $ 313,484 $ ( 8,000,000 ) $ 3,120,795 $ 22,377,274 See accompanying notes to the financial statements F- 6 FDCTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2025 December 31, 2024 Year Ended December 31, 2025 December 31, 2024 Net income (loss) $ 5,783,223 $ ( 18,781 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 178,754 186,350 Common stock issued for services - 54,750 Series B stock issued for services 14,100 792,200 Accounts receivable allowance - 22,382 Fixed assets, net ( 192,617 ) ( 207,973 ) Acquired intangible assets ( 8,954 ) ( 11,615 ) Change in assets and liabilities: Gross accounts receivable ( 163,415 ) 981,618 Prepaid ( 440,762 ) 246,856 Related party receivable ( 35,794,906 ) ( 1,682,450 ) Accounts payable ( 63,104 ) 49,337 Other current liabilities ( 3,195,117 ) 4,557,126 Accrued interest ( 28,097 ) 37,431 Customer funds ( 5,712,901 ) ( 18,693,481 ) Fair value of trading position, net ( 576,716 ) 268,101 Operating lease ( 181,580 ) 672,245 Deferred taxes 44,557 ( 513,163 ) Related party guarantee - 1,353,170 Trade and tax receivable ( 2,635,134 ) 9,299 Accrued income 1,793,304 ( 1,037,574 ) Right of use of assets (lease) 181,580 ( 672,245 ) Accrued expenses, related party 12,787 ( 15,000 ) Net cash used in operating activities $ ( 40,984,998 ) $ ( 13,621,417 ) Investing Activities: Capitalized software ( 316,937 ) ( 75,766 ) Effect of exchange rates 386,265 ( 298,009 ) Business acquisition seller’s note 2,000,000 - Changes in paid-in capital - 818,507 Net cash used in investing activities $ 2,069,328 $ 444,732 Financing Activities: Borrowing from (payments to) line of credit ( 3,985 ) 54,595 Net proceeds from CARES Act - paycheck protection program ( 5,661 ) ( 14,991 ) Net proceeds from SBA loan ( 8,506 ) ( 8,505 ) Related party advances 21,204,630 7,199,501 Common stock issued for cash 35,200 20,000 Common stock issued at a discount 9,969,735 8,900 Series A for cash and cancelation - ( 200 ) Capital contribution 546 - Noncontrolling interest 16,503 ( 22,119 ) Net cash provided by financing activities $ 31,208,462 $ 7,237,181 Net increase in cash ( 7,707,208 ) ( 5,939,504 ) Cash at beginning of the period 25,376,957 31,316,461 Cash at end of the period $ 17,669,749 $ 25,376,957 Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - Non - cash investing and financing activities: $ - - See accompanying notes to the financial statements. F- 7 FDCTECH, INC. – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Organization and General FDCTech, Inc. (“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 OTC: FDCT. The Company is a fully reporting public company subject to the reporting obligations of the Securities Exchange Act of 1934, as amended. The 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. (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. The 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. Corporate Structure and Subsidiaries FDCTech, Inc. serves as the parent holding company. The following table presents the Company’s consolidated subsidiaries as of December 31, 2025: SCHEDULE OF CONSOLIDATED SUBSIDIARIES Subsidiary Ownership Jurisdiction Primary Business Markets Served Technology AD Advisory Services Ltd. (ADS) 51.00 % Australia Wealth Management Australia Third-party software Alchemy Markets Ltd. (AML) 100.00 % Malta FX, CFDs, Stocks, Bonds Europe (excl. UK) Condor Trading & Third-party Alchemy Prime Ltd. (APL) 100.00 % United Kingdom FX, CFDs United Kingdom Condor Trading & Third-party Alchemytech Ltd. (ATECH) 100.00 % Cyprus Technology Services Europe Condor Trading Alchemy International Ltd. (AIL) 100.00 % Seychelles FX, CFDs Asia Condor Trading & Third-party Xoala Asia (XOA) 100.00 % Mauritius Payment Intermediary Services Asia Third-party Prime Intermarket Group Eurasia (PIG) 100.00 % Mauritius FX, CFDs Asia Condor Trading & Third-party The 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. F- 8 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Nature of Operations The Company operates through four complementary business segments, as follows: (a) Margin Brokerage Through 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. (b) Wealth Management Through 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. (c) Technology and Software Development Through 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. (d) Payment Intermediary Services Through 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. Regulatory Environment The 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 basis. Going Concern Consideration These 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. Management 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. Fiscal Year The Company’s fiscal year ends on December 31. The consolidated financial statements presented herein are for the year ended December 31, 2025. Board of Directors At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the company’s executive directors and officers. Gope S. Kundnani is considered an executive director by owning at least 10% of the Company’s stock. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards. Mitchell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. On June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. F- 9 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated all intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s accounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional currency). Consolidated Financial Statement Preparation and Use of Estimates The Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability of intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates. Cash and Cash Equivalents Cash 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. 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. On December 31, 2025, and 2024, the Company had $ 17,669,749 and $ 25,376,957 cash and cash equivalents held at the financial institution. Accounts Receivable Accounts Receivable mainly represent amounts owed by four (4) technology customers. In some cases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The 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 3.82 % and 5.44 % of the sales for the fiscal year ended December 31, 2025, and 2024, respectively. F- 10 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward the complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories. The Company accounts for a contract when it and the customer (parties) have approved the agreement and are committed to fulfilling their obligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will probably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company assumed a contract modification by oral agreement or implied by the customer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services incapable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception involving these multiple elements. Since January 21, 2016 (Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based on the considerations outlined in an arrangement or contract with a customer. F- 11 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company’s typical performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Digital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters a contract with a customer with an original term of one year and expects the customer to renew it for a second year, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. To allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services into the contract. The Company considers the “transfers” the promised goods or services when the customer obtains control of the goods or services. The Company believes a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will provide more than one year into the future as a non-current liability. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month as equal to the invoice amount. F- 12 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Wealth Management AD Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia. ASC 606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries, and capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects to be entitled. For ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services to be transferred and establish payment terms, the contract has commercial substance, and collection of payment is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include: ● Providing ongoing financial advisory services, ● Preparing statements of advice, ● Executing portfolio rebalancing, ● Facilitating the purchase of insurance products, and ● Offering other specialized financial and estate planning services. We evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or with other resources readily available to the Customer and if the promise to transfer the service is separately identifiable from other promises in the contract. The transaction price is the amount of consideration ADS expects to be entitled to in exchange for transferring the promised goods or services to the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based fees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal. If a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on its standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods that may include cost-plus margin, market assessment, or residual approach, considering the Customer’s perceived value of each service. ADS recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services that are performed at a specific point in time, revenue is recognized when the service is completed. The pattern of revenue recognition is determined based on when the Customer obtains control of the promised good or service, which for advisory services is typically throughout the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize them as revenue when satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor. We bill advisory fees weekly. F- 13 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Investment and Brokerage Alchemy Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets in Europe. Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. The Financial Conduct Authority (FCA) regulates APL with authorized countries such as England, Scotland, Wales, and Northern Ireland. 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. The FCA defines a retail customer as a client who is not a professional or eligible counterparty. A professional client is an entity that must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty. A professional client has the knowledge, experience, and expertise to assess the risks and make investment decisions. We recognize Investment and Brokerage revenues through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as Trading Revenues. The Trading revenue is the Company’s largest source of revenue. Trading revenue comprises trading revenue from the retail OTC business and advisory business. OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products. We realize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Trading Revenue on the Consolidated Statements of Operations and Comprehensive (Loss)//Income. We record Trading Revenue on a trade date basis. We also generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues on a trade-date basis. The Company serves as an agent for clearing trades and as a principal for fees paid to introducing brokers. The Company does not assume any market-making risk concerning customer trades in this business. Net interest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers. We record interest revenue and interest expense when they are earned and incurred, respectively. F- 14 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of Credit Risk Cash Cash 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, 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 providers. Revenues The 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. Accounts Receivable At 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. Significant Acquisitions The 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 Alchemy Prime Holdings Ltd. (“Seller” or “APHL”), through an exchange for 966,379 Series B preferred convertible stocks valued at $ 1,362,594 . The Company completed the Acquisition of the remaining 49.90 % of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI) and its subsidiary Alchemy Markets Ltd (AML) on November 30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings Ltd., through an exchange for 833,621 Series B preferred convertible stocks valued at $ 1,175,406 . The Company estimated the total purchase price for the Acquisition(s) or Transaction(s) to be $ 2,538,000 . The Seller is a UK entity, with Mr. Gope S. Kundnani (“Kundnani”) as the (sole) natural person holding one hundred percent ( 100 %) shareholding in the APHL. Kundnani is also a controlling shareholder in the Company, a related party. Further, the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML (“Targets”). F- 15 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) As 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 are related party transactions, we valued the exchange of 1,800,000 shares of Series B Preferred convertible stock based on audited net financial assets (book value) of the targets. The net financial assets of 100 % APL were $ 1,362,594 , and 49.90 % of AML was $ 1,175,406 , with a total purchase price of $ 2,533,334 for 1,800,000 shares of Series B Preferred convertible stock or $ 1.41 per share. Table 1. Closing Acquisition Consideration Breakdown Series B Preferred convertible stock Issued for Purchase of APL and AML SCHEDULE OF ACQUISITION CONSIDERATION BREAKDOWN Net Financial Assets (Book Value) Purchase % Purchase Price ($) Type of Shares Price per Shares # of Shares Local Currency USD ($) Shares of APL £ 1,118,035 1,362,594 (1) 100.00 % $ 1,362,594 Series B $ 1.41 966,379 AML € 2,255,556 2,351,192 (2) 49.90 % $ 1,175,406 Series B $ 1.41 833,621 Total $ 2,538,000 1,800,000 (1) As of June 30, 2022, £1 = $ 1.2165 , Net Financial Assets based on June 30, 2022, audited financial statements (2) As of November 30, 2022, €1 EUR = $ 1.042 , Net Financial Assets based on November 30, 2022, audited financial statements Under ASC 805-50-15-6, based on the ownership of Kundnani and the management structure post-acquisition, we believe the following guidance in the transactions between entities under common control subsections applies to combinations between entities or businesses under common control: a) The Seller (APHL or Kundnani) transfers its controlling interest in APL and AML to the Company controlled by the Seller, directly or indirectly through his ownership as an individual or through APHL. This transaction is a legal organization change, but not the reporting entity. The reporting entity remains the Company. The SEC staff’s conclusions expressed during the deliberations in EITF 02-5 that common control exists between (or among) separate entities in the following situations: An individual or enterprise holds more than 50% of the voting ownership interest of each entity. A group of shareholders has over 50% voting ownership in each entity and a written agreement to vote the majority of shares together. Kundnani meets these criteria. We have accounted for the Acquisition under the acquisition method of accounting per ASC 805, with the Company treated as the accounting acquirer and Targets treated as the “acquired” Company for financial reporting purposes. We determine the Company an accounting acquirer based on the following facts: (i) after the Acquisition(s), shareholders of the Company held the majority of the voting interest of the combined Company; (ii) the Board of Directors of the Company possess majority control of the Board of Directors of the combined Company; and (iii) members of the management of the Company are responsible for the management of the combined Company. As such, we have treated the financial statements of the Company as the historical financial statements of the combined Company. The Company will present consolidated or combined financial statements in place of financial statements of individual entities. We have identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified Targets as the legal acquiree, the entity whose equity interests are acquired. We have recognized Target’s assets and liabilities as their carrying amounts in the combined financial statements of the controlling party, the Company, immediately before the Acquisition. This approach does not necessitate a fair value adjustment or a recognition of goodwill that would typically follow a standard business combination. Therefore, we have recorded assets and liabilities at book value. The transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $ 2,538,000 , which is reflected in the Company’s equity. The post-acquisition consolidation process eliminates any existing intercompany transactions or balances between the Company and Target(s). Although the initial recognition does not adjust assets and liabilities to fair value, the Company evaluates intangible assets in Target’s financial statements on December 31, 2023. F- 16 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) AML Purchase Price Allocation AML’s Balance Sheet as of November 30, 2023 (Acquisition Date): SCHEDULE OF PURCHASE PRICE ALLOCATION Description Book Value, $ Assets: Cash and cash equivalents (1) 3,215,638 Prepaid 5,277 Financial Assets through profit and less (2) 1,070,795 Related party guarantee (3) 1,340,432 Accrued income 1,545,557 Tax receivable (4) 175,538 Capitalized software, net 295,391 Fixed assets (5) 2,391 Total assets: $ 7,651,019 Liabilities: Accounts Payable (6) 173,060 Financial liability at fair value through profit and loss (7) 515,906 Current liabilities - Creditors (11) Related party advances Customer funds (8) 2,773,824 Deferred tax liabilities (9) 348,570 Total liabilities $ 3,811,360 Net assets, (A) 3,839,660 Accumulated other comprehensive income (loss), (B) 53,605 Purchase Price, 833,621 Series B Preferred Stock valued at $ 1.41 , (C) 1,175,406 Increase in APIC (A) – (B) – (C) $ 2,610,648 APL Purchase Price Allocation APL’s Balance Sheet as of November 30, 2023 (Acquisition Date): Description Book Value, $ Assets: Cash and cash equivalents, including cash at liquidity provider (1) 28,562,337 Fixed assets (2) 157,520 Prepaid 405,702 Total assets: $ 29,125,559 Liabilities: Deferred Tax (9) 430,142 Current liabilities - Creditors (10) 874,636 Customer funds (8) 26,239,126 Related party advances 2,500,619 Total liabilities $ 30,044,523 Net assets (A) ( 918,964 ) Accumulated other comprehensive income (loss), (B) ( 5,539 ) Purchase Price, 966,379 Series B Preferred Stock valued at $ 1.41 , (C) 1,362,594 Increase in APIC (A) – (B) – (C) $ ( 2,276,019 ) (1) We recognize cash and cash equivalents held by AML and APL and deposits in bank accounts and liquidity providers that can be accessed on demand or within 90 days. (2) Financial assets at fair values for AML through profit and loss are derivative contracts in favor of AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial assets at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2. F- 17 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (3) Guarantee provided by Alchemy BVI as a parent to AML for any shortfall in the net capital. (4) Estimated overpaid tax to Commissioner Tax Revenue, Malta. (5) All property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance sheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated useful lives. (6) Trade and other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. (7) Financial liabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current assets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference to market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2. (8) Customer net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities. (9) We recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of November 30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled. (10) Short-term borrowings are primarily composed of lines of credit and short-term loans from financial institutions. F- 18 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) AIL Acquisition The 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%. The Seller, SYNC Capital Limited, is wholly owned by Mr. Gope S. 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. Kundnani 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 purposes. The 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. Under 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. Accordingly, 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. The 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: SCHEDULE OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION 100% Net Book Value of AIL at October 31, 2025 $ 10,944,062 Less: Consideration paid (per SPA) ( 2,000,000 ) Less: Non-Controlling Interest ( 0.1 % of Net Book Value) ( 10,944 ) APIC – Capital Contribution from Controlling Shareholder $ 8,933,118 The 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. F- 19 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The 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. AIL Purchase Price Allocation AIL’s Balance Sheet as of October 31, 2025 (proxied Acquisition Date): SCHEDULE OF AIL’s BALANCE SHEETS Description Book Value, $ Assets: Plant and Machinery, net (1) 1,005 Liquidity Provider Accounts, net (2) 10,815,560 C/A – Alchemy Capital Markets Ltd (3) 24,994,050 C/A – Alchemy Markets EU (4) 552,490 Net Intercompany Receivables (5) 1,589,085 Rebates Receivable 46,970 Payment Gateways (6) 599,510 Other Debtors, Prepayments, and Deposits 30,096 Cash at Banks 5,954,369 C/A – FXIFY 5,985 Total assets: $ 44,589,119 Liabilities: Trade Creditors 91,268 Client Money Liabilities – Retail (7) 618,443 Client Money Liabilities – TTCA (7) 12,432,686 C/A – Shareholders 50,000 C/A – Intercompany (payable) 240,645 C/A – Alchemy DMCC (8) 19,933,099 Other Payables, Rebates, Accruals, and Sundry 278,917 Total liabilities $ 33,645,058 Net assets (A) 10,944,062 Non-Controlling Interest, 0.1 % of Net Assets (B) 10,944 Consideration paid, $ 2,000,000 cash (C) 2,000,000 APIC – Capital Contribution (A) – (B) – (C) $ 8,933,118 (1) Plant and machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition Date. No fair value adjustment has been applied. (2) Liquidity provider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading operations. (3) Current account receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational balances at book value. (4) Current account receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at book value. (5) Net intercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and eliminated upon consolidation. (6) Balances held with payment gateway providers representing client deposits and settlement amounts in transit. (7) Client money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities. Retail client funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements. (8) Current account payable to Alchemy DMCC, a related-party affiliate. This balance is included in the Company’s consolidated related-party disclosures. As of December 31, 2025, this balance had increased to $ 25,611,280 . F- 20 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D expenditure. The GAAP accounting standards require us to expend all research and development expenditures as incurred. 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 included the R and D costs in the General and Administrative expenses. Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. The Company and its subsidiaries are involved in the following legal proceedings: Asher Alkoby, et al. v. FDCTech This 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. An 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. The 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. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. This 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. The 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. Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) This 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. The 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 FIAU. 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. F- 21 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) This 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. A 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 21, 2026; the next hearing in the matter is set for January 28, 2026. The 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. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment charge is recognized when the asset’s carrying value exceeds the fair value. There are no impairment charges for the fiscal year ended December 31, 2025, and 2024. Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable yearly. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately forecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’ consolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. Software Development Costs The 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. F- 22 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Convertible Instruments The 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. Convertible 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. The 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. Foreign Currency Translation and Re-measurement The Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters .” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change occurs. We 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: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE December 31, 2025 December 31, 2024 USD: AUD $ 1.4993 1.6168 USD: EUR $ 0.8523 0.9662 USD: GBP $ 0.7436 0.7990 Average exchange rate for the period: Q1 2025 Q2 2025 Q3 2025 Q4 2025 USD: AUD $ 1.5939 1.5605 1.5282 1.5040 USD: EUR $ 0.9507 0.8814 0.8553 0.8590 USD: GBP $ 0.7944 0.7489 0.7417 0.7519 Foreign currency exchange rate, translation $ 0.7944 0.7489 0.7417 0.7519 ADS’ functional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting currency is the US dollar. APL’s functional currency is GBP, and its reporting currency is US dollars. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period F- 23 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time value of money and the risk of cash flows not being achieved to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels to select inputs to valuation techniques: Level I Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit based on comparable companies’ sales, EBITDA, or net income. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally-generated financial forecast. Basic and Diluted Loss per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. As of December 31, 2025, and 2024, the Company had 423,084,729 and 390,377,880 weighted average basic and dilutive shares issued and outstanding, respectively. During the period ended December 31, 2025, and 2024, common stock equivalents were dilutive due to net income. Hence, they are not considered in the computation. Reclassifications Certain prior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606. F- 24 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments to this standard are effective for fiscal years beginning after December 15, 2019. Early adoption of the amendments in this standard is permitted for all entities. The Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted this policy as of January 1, 2020, and there is no material affect on its financial reporting. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. The amendments removed and modified certain disclosure requirements in Topic 820. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain amendments are to be applied prospectively, while others are to be applied retrospectively. Early adoption is permitted. The Company adopted the ASU 2018-13 as of January 1, 2020. The Company used the Level 1 Fair Market Measurement to record, at cost, ADS’ intangible assets valued at $ 2,644,842 . We evaluate acquired intangible assets for impairment at least annually to confirm if the carrying amount of acquired intangible assets exceeds their fair value. The acquired intangible assets primarily consist of assets under management, wealth management license, and our technology. We use various qualitative or quantitative methods for these impairment tests to estimate the fair value of our acquired intangible assets. We will recognize an impairment charge for the difference if the fair value is less than the carrying value. The Company did not record impairment for the fiscal year ended December 31, 2023. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, issued in August 2020 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to present certain conversion features in equity separately. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring the use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than the fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company does not expect this ASU 2020-06 to impact its condensed consolidated financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. NOTE 3. MANAGEMENT’S PLANS 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. In 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 . For the fiscal year ended December 31, 2025, the Company achieved significant improvement across all key financial metrics. The Company 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 . F- 25 NOTE 3. MANAGEMENT’S PLANS (continued) On October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd. (“AIL”), a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned entity of Mr. Gope S. Kundnani. 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 31, 2025. 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. Management’s Plans In response to the conditions described above and to support the Company’s continued growth, Management has implemented and continues to pursue the following plans: Achieved 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. Revenue 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. Strategic 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. Regulatory Expansion. 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 operations. Uplisting 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. Hutton & Co. 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”). Capital 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. S-1 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. Based 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. F- 26 NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Background On 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. The Company engaged LAO Professionals (PCAOB Firm ID: 7057) as its successor independent auditor, effective on the same date. As 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 then ended. 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. Nature of Restatement Adjustments Adjustment A — Correction of General and Administrative Expense ($ 44,058 ) The 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. Adjustment B — Reclassification of Client Funds of Alchemy Prime Limited, APL, from Alchemy Markets Ltd., AML Cash ($ 3,500,000 ) Client funds aggregating $ 3,500,000 belonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd. (AML) (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 clients. 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. Adjustment C — Reclassification of External Third-Party Assets from Alchemy Markets Ltd. Cash on Hand ($ 3,574,201 ) Assets 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. Adjustment E — Reclassification of Subscription Receivable from Current Asset to Contra-Equity ($ 8,200,000 ) The 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. Adjustment F — Elimination of Intercompany Receivable Against Intercompany Payable for Alchemy Markets Limited, AML ($ 732,375 ) An 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 . F- 27 NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued) Effect of Restatement on Consolidated Balance Sheet The 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 As Previously Reported Adjustment Reference Adjustment Amount As Restated Current assets: Cash 24,781,389 D-A-B-C 595,568 25,376,957 Accounts receivable, net 25,000 — — 25,000 Prepaid expenses — current 156,335 — — 156,335 Subscription receivable 8,200,000 - E ( 8,200,000 ) — Related party receivable 2,414,825 - F ( 732,375 ) 1,682,450 Total current assets 35,577,549 ( 8,336,807 ) 27,240,742 Capitalized software, net 1,163,309 — — 1,163,309 Investment through subsidiary 36,062 — — 36,062 Accrued income 2,073,193 — — 2,073,193 Acquired intangible assets 1,317,108 — — 1,317,108 Tax receivable 167,907 — — 167,907 Fair value of trading positions, profit 607,157 — — 607,157 Right of use (lease) 711,928 — — 711,928 Fixed assets, net 185,195 — — 185,195 Total assets 41,839,408 ( 8,336,807 ) 33,502,601 Liabilities: Related party advances 1,011,388 D-F 6,981,452 7,992,840 Customer funds 18,600,990 -B-C ( 7,074,201 ) 11,526,789 Total current liabilities 26,479,958 — ( 92,749 ) 26,387,209 Total liabilities 27,390,325 — ( 92,749 ) 27,297,576 Stockholders’ equity: Series A Preferred stock 450 — — 450 Series B Preferred stock 236 — — 236 Common stock 39,058 G 50 39,108 Additional paid-in capital 17,009,409 E+G+OCI * ( 125,789 ) 16,883,620 Subscription receivable (contra-equity) — A ( 8,000,000 ) ( 8,000,000 ) Accumulated other comprehensive income (loss) ( 53,270 ) OCI ( 19,511 )* ( 72,781 ) Accumulated deficit ( 2,563,620 ) A+G ( 98,808 ) ( 2,662,428 ) Total FDCTech stockholders’ equity 14,432,263 — ( 8,244,058 ) 6,188,205 Noncontrolling interest 16,820 — — 16,820 Total liabilities and equity 41,839,408 — ( 8,336,807 ) 33,502,601 F- 28 NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued) Effect of Restatement on Consolidated Statements of Operations and Comprehensive Income The following table presents the effect of the restatement adjustments on the consolidated statement of operations for the year ended December 31, 2024: As Previously Reported Adjustment A (Sub. Receivable) Adjustment B (G&A Correction) As Restated Total revenues 26,943,718 — — 26,943,718 Total cost of sales 14,902,350 — — 14,902,350 Gross profit 12,041,368 — — 12,041,368 General and administrative 11,191,357 A+G 98,808 11,290,165 Sales and marketing 1,466,616 — — 1,466,616 Depreciation 186,350 — — 186,350 Total operating expenses 12,844,323 — 98,808 12,943,131 Operating income (loss) ( 802,955 ) — ( 98,808 ) ( 901,763 ) Total other income (expense), net 872,024 — — 872,024 Income before provision for income taxes 69,069 — ( 98,808 ) ( 29,739 ) Provision for income taxes — — — — Net income 69,069 — ( 98,808 ) ( 29,739 ) Less: Net income (loss) attributable to NCI ( 10,958 ) — — ( 10,958 ) Net income (loss) attributable to FDCTech 80,027 — ( 98,808 ) ( 18,781 ) Net income per share — basic and diluted — — — — Weighted average shares outstanding 389,877,880 G 500,000 390,377,880 OCI — foreign currency translation ( 53,270 ) * ( 19,511 ) ( 72,781 ) Total comprehensive income 122,339 A+G+* 79,297 43,042 Effect of Restatement on Stockholders’ Equity The following table summarizes the effect of the restatement on each component of stockholders’ equity as of December 31, 2024: As Previously Reported Adjustment A (Sub. Receivable) Adjustment B (G&A and OCI Correction) As Restated Additional paid-in capital 17,009,409 ( 200,000 ) 74,211 16,883,620 Subscription receivable (contra-equity) — ( 8,000,000 ) — ( 8,000,000 ) Accumulated other comprehensive income (loss) ( 53,270 ) — ( 19,511 ) ( 72,781 ) Accumulated deficit ( 2,563,620 ) — ( 98,808 ) ( 2,662,428 ) Total FDCTech stockholders’ equity 14,432,263 ( 8,200,000 ) ( 44,108 ) 6,188,205 Effect on Cash Flows and Working Capital Adjustments 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 . F- 29 NOTE 5 . CAPITALIZED SOFTWARE COSTS During 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. The Company recognizes amortization expenses for capitalized software on a straight-line basis. At December 31, 2025, and 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was $ 1,480,246 and $ 1,163,309 , respectively. The 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 Fiscal Year Estimated Amortization ($) 2026 $ 493,415 2027 493,415 2028 493,416 2029 and thereafter — Total $ 1,480,246 NOTE 6. OTHER TRADE AND TAX RECEIVABLES Other 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: SCHEDULE OF OTHER TRADE AND TAX RECEIVABLES December 31, 2025 December 31, 2024 Rebates receivable – liquidity providers (Alchemy International Ltd.) $ 2,014,809 $ - Payment gateway receivables 597,885 - Tax receivable (Alchemy Markets Ltd.) 190,346 167,907 Total other trade and tax receivables $ 2,803,041 $ 167,907 Rebates Receivable – Liquidity Providers Alchemy 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. Payment Gateway Receivables Payment 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 recoverable. Tax Receivable The tax receivable of $ 190,346 represents value-added tax (VAT) recoverable by Alchemy Markets Ltd. (AML) from the relevant tax authority in Malta. 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. All 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. FRH Group Convertible Notes (2016–2021) Between February 22, 2016, and April 24, 2017 , the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH Group”). 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. On 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. Hong. F- 30 NOTE 7. RELATED PARTY TRANSACTIONS FRH Group Convertible Notes (2016–2021) Between February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000 from FRH Group, a founder and principal shareholder (“FRH Group”). 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. On 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. Hong. Stock Issuances to Related Parties Between 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 . Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director. In 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 . Mr. Kundnani is the director and owner of APL. In 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. Series A Preferred Stock Transactions On 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. On 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. Hong. 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. Acquisitions of AML and APL (November 2023) On 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. On 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 of APSI. F- 31 NOTE 7. RELATED PARTY TRANSACTIONS (continued) Series B Convertible Preferred Stock Issuances In December 2023, Susan Eaglstein, mother of Mitchell Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for working capital. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Convertible Preferred Shares in January 2024. On January 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $ 1.41 per share to the following related parties: 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. Eaglstein. On February 7, 2025, the Company issued 10,000 Series B Convertible Preferred Stock to Nicky G. Kundnani for services valued at $ 1.41 per share. Acquisition of Alchemy International Ltd. (October 2025) On October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd. (“AIL”), 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. This 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 Following 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. As 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. As 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. Accrued Compensation — Executive Officers As 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. Planned Retirement of Series A Preferred Stock In 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. F- 32 NOTE 7. RELATED PARTY TRANSACTIONS (continued) Summary of Related Party Balances The 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 December 31, 2025 December 31, 2024 (Restated) Related party receivable (asset): AIL – intercompany receivable (post-acquisition) $ 37,579,900 $ — FDC – loan receivables and advances 3,165,290 1,682,450 AML – due from related parties, net ( 3,300,538 ) — FXPIG – due from 32,704 — Total related party receivable $ 37,477,356 $ 1,682,450 Related party advances (liability): AIL – due to Alchemy DMCC (post-acquisition) $ 25,512,642 $ 7,713,827 FDC – due to Alchemy DMCC 536,504 — FDC – related party advances, net 33,000 33,000 ADS – related party loan 4,711 3,536 AML – due to AML US 720,644 140,682 ATECH – related party loan — 101,795 Total related party advances $ 29,197,470 $ 7,992,840 Accrued expenses, related party (liability): Accrued payroll – Mitchell M. Eaglstein $ 241,000 246,000 Accrued payroll – Imran Firoz 286,000 273,500 ATECH – accrued expenses 5,287 — Other accrued, related party — 519,500 Total accrued expenses, related party $ 532,287 $ 519,500 NOTE 8. LINE OF CREDIT Since 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 31, 2025. Since 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, 2025. As 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. F- 33 NOTE 9. NOTES PAYABLE – RELATED PARTY Business Acquisition Loan — Seller’s Note As 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 . Accrued 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. SBA Loan On May 22, 2020, the Company received $ 144,900 under the Small Business Administration (“SBA”) Economic Injury Disaster Loan program. 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 sheet. CARES Act — Paycheck Protection Program (PPP Note) On 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 . AJB Capital Promissory Note (Fully Retired) On 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. Economic Injury Disaster Loan (EIDL) Grant On 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. Summary of Outstanding Loan Balances The following table summarizes outstanding loan and note balances as of December 31, 2025, and 2024: SCHEDULE OF OUTSTANDING LOAN AND NOTE BALANCES December 31, 2025 December 31, 2024 Related party receivable (asset): Business acquisition loans (Seller’s note) $ 2,350,000 $ 350,000 SBA loan (non-current) 105,678 114,184 PPP loan — 5,661 AJB promissory note — — F- 34 NOTE 10. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases As 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. As of 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. Irvine, California, USA (Company Headquarters) Effective 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 basis. The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination month. 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. Brisbane, Australia (ADS Office) Effective 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 basis. 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. Limassol, Cyprus (Company’s Executive Rental) From 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. Limassol, Cyprus (ATECH Office) Effective 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. The lease 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. St. Julian, Malta (AML Office) Effective July 11, 2024, to the present, AML leases office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta, 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. F- 35 NOTE 10. COMMITMENTS AND CONTINGENCIES (continued) Tel Aviv, Israel (AML Sales Office) Effective 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 . AML does 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 contract. London, United Kingdom (APL Office) Effective 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. Terminated Leases Limassol, Cyprus (Ecastica) From October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of AlchemyTech Ltd. The monthly rent was approximately $ 1,000 and the down payment was approximately $ 6,300 , included in General and Administrative expenses. The lease was terminated in August 2024. Chelyabinsk, Russia From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development and technical support. The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April 2023. This lease has been fully terminated. Rental expenses for all operating leases and service contracts are included in General and Administrative expenses. Employment Agreement The 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. The Company is not currently a party to any formal employment agreement and has no compensation agreement with any officer or director. The Company plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities exchange. Accrued Interest At 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. Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of 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. As 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 incurred. F- 36 NOTE 10. COMMITMENTS AND CONTINGENCIES (continued) The Company and its subsidiaries are involved in the following legal proceedings: Asher Alkoby, et al. v. FDCTech This 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. The 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. A Costs and Case Management Conference took place on November 17, 2025, with directions given toward a trial scheduled during November 2026. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. This 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 relief. 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. Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) This 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 — 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 evidence. 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. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) This 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. The Company believes it has meritorious defenses and counterclaims in all of 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. There are no additional materials pending legal or governmental proceedings other than ordinary routine litigation incidental to the business. Tax Compliance Matters From 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. F- 37 NOTE 11. STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Shares On 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 $ 0.0001 ). On 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 Company. On 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. On 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 shares; and (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000 to 15,000,000 shares; 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. As 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 ). As 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. As 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. As 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. F- 38 NOTE 11. STOCKHOLDERS’ DEFICIT (continued) Series A Preferred Stock The 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 Name and Address (1) Title of Class (4) Number of Shares Beneficially Owned Percent of Class Mitch Eaglstein Series A Preferred 500,000 11.11 % Gope S. Kundnani (5) Series A Preferred 4,000,000 88.89 % Officers and Directors as a group (2 persons) Series A Preferred 4,500,000 100.00 % (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. 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. 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. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 . 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. On 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. F- 39 NOTE 11. STOCKHOLDERS’ DEFICIT (continued) Series B Preferred Stock The 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 Name and Address (1) Title of Class (6) Number of Shares Beneficially Owned Percent of Class Alchemy Prime Holdings Ltd. Series B Preferred 1,800,000 75.90 % Gope S. Kundnani Series B Preferred 191,844 6.32 % Mitchell M. Eaglstein Series B Preferred 150,000 6.32 % Imran Firoz Series B Preferred 150,000 6.32 % FRH Group Series B Preferred 50,000 2.11 % William B. Barnett Series B Preferred 10,000 0.42 % Susan E. Eaglstein Series B Preferred 10,000 0.42 % Nicky G. Kundnani Series B Preferred 10,000 0.42 % Officers and Directors as a group (3 persons) Series B Preferred 2,291,844 96.63 % (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, 2,371,844 Series B Preferred Stock represent a 0.38% voting percentage on a fully diluted vote per share basis. On 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 % of AML and 100 % of APL. On 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. On 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 share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $ 1.41 per share. On 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. 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. F- 40 NOTE 11. STOCKHOLDERS’ DEFICIT (continued) Common Stock The following summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025: On 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 founders, in consideration of services rendered. On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two founding members. On 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 . On 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 . Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director. From 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. On October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 . On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight consultants valued at $ 9,000 . From 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. On 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. On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 . On January 31, 2021, the Company issued 2,300,000 restricted common shares to two consultants for professional services valued at $ 621,000 . On 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. On May 19, 2021, the Company issued 1,750,000 restricted common shares to a consultant for professional services valued at $ 350,000 . On 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. On 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 . On July 20, 2021, the Company issued 545,852 restricted common shares to a consultant for professional services valued at $ 98,253 . On October 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company 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 . On October 5, 2021, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 164,250 . In November 2021, the Company issued 750,000 registered shares to White Lion for cash of $ 62,375 . On 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. In 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 . On January 4, 2022, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 93,750 . From January 4 to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for cash of $ 114,185 . On 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. On July 31, 2022, the Company issued 250,000 restricted common shares to a consultant for professional services valued at $ 9,475 . On 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 . F- 41 NOTE 11. STOCKHOLDERS’ DEFICIT (continued) On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 . On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 . On 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 . On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 . On November 30, 2023, the Company issued 50,000,000 restricted common shares to Kundnani for cash valued at $ 5,500,000 . On 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 . On May 9, 2024, the Company issued 2,000,000 shares for cash of $ 20,000 . On 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 shares). Additional Paid-In Capital — AIL Common Control Acquisition In 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. Kundnani, and is accounted for under ASC 805-50. See Note 2 — Significant Acquisitions and Note 5 — Related Party Transactions for further details. Subscription Receivable As 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. F- 42 NOTE 12. WARRANTS On 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 agreement. 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. As 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. NOTE 13. COMPREHENSIVE INCOME The 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. 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. The following table shows the changes in AOCI by component for the fiscal years ended December 31, 2025, and 2024: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated Comprehensive Income: Cumulative Foreign Currency Translation Balance as of December 31, 2023 $ 225,228 Other comprehensive income (loss), attributed to ADS ( 65,755 ) Other comprehensive income (loss), attributed to AML 126,865 Other comprehensive income (loss), attributed to APL 20,431 Other comprehensive income (loss), attributed to ATECH ( 8,760 ) Total other comprehensive income (loss), as restated, December 31, 2024 72,781 Balance as of December 31, 2024 $ 298,009 Other comprehensive income (loss), attributed to ADS ( 82,945 ) Other comprehensive income (loss), attributed to AML ( 246,307 ) Other comprehensive income (loss), attributed to APL 42,728 Other comprehensive income (loss), attributed to ATECH ( 9,733 ) Other comprehensive income (loss), attributed to AIL ( 17,227 ) Total other comprehensive income (loss), December 31, 2025 ( 313,484 ) Balance as of December 31, 2025 $ ( 15,475 ) F- 43 NOTE 14. INCOME TAXES The income tax disclosures below reflect the tax position of FDCTech, Inc. as a standalone U.S. domestic C-corporation (the “U.S. P arent”). 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. The U.S. 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. The Company calculates its income tax provision using the asset and liability method prescribed under ASC 740, Income Taxes . Deferred 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. United States Federal and State Income Taxes – FDCTech, Inc. The U.S. 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. Parent was $ nil , as described below. Book-to-Tax Reconciliation – FDCTech, Inc. (U.S. 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 Income Tax Deferred Tax Assets/Liability December 31, 2025 December 31, 2024 Book value Tax value Book value Tax value Income (Loss) per Books ( 892,978 ) ( 187,525 ) ( 719,397 ) ( 151,073 ) M-1 Differences: Stock/options issued for services 49,300 10,353 846,950 177,860 Allowance for doubtful accounts — — 44,058 9,252 Tax income (loss) ( 843,678 ) ( 177,172 ) 171,611 213,049 Prior Year NOL (exclude the effect of state tax) ( 1,224,265 ) ( 257,096 ) ( 1,395,876 ) ( 293,134 ) Cumulative NOL ( 2,067,943 ) ( 434,268 ) ( 1,224,265 ) ( 257,096 ) SCHEDULE OF DEFERRED TAX ASSETS December 31, 2025 December 31, 2024 Net operating loss carry forwards. 434,268 257,096 Stock/options issued for services 10,353 177,860 Allowance for doubtful accounts — 9,252 Valuation allowance ( 444,621 ) ( 444,207 ) Total — — Tax at statutory rate ( 21 %) ( 187,525 ) ( 151,073 ) State tax benefit, net of federal tax effect — — Change in valuation allowance 187,525 151,073 Total — — F- 44 Note 14. Income Taxes (continued) For 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. For 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. Net Operating Loss Carryforwards As 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. federal tax return for the fiscal year ended December 31, 2025. In evaluating the realizability of deferred tax assets, management considered all available positive and negative evidence, including the U.S. 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. Parent’s gross deferred tax assets will not be realized. Accordingly, a full valuation allowance has been established against the U.S. Parent’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 The Company’s foreign operating subsidiaries are subject to income taxes in their respective jurisdictions. Alchemy Markets Ltd. is 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. The 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. The 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. in Malta. 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. Uncertain Tax Positions The 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. Open Tax Years The Company’s U.S. federal and California state income tax returns are subject to examination for tax years beginning 2021. The U.S. 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. NOTE 15. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. F- 45 NOTE 16. SUBSEQUENT EVENTS The 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 . Amendment to Series B Convertible Preferred Stock Conversion Terms In 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. As 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. Planned Uplisting to a National Securities Exchange In 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. Hutton & Co. 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. This event 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. Updates to Legal Proceedings Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023). 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. No judgment has been issued as of the date these financial statements were available to be issued. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) . A hearing in the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January 28, 2026. The case remains pending as of the date these financial statements were available to be issued. With 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 On 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. The 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. The 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 operates. This 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 . F- 46 ITEM 16. EXHIBITS. EXHIBIT INDEX Exhibit Item 3.1 Articles of Incorporation 3.2 Bylaws 10.1* Alchemy International Limited Share Purchase Agreement as filed with the SEC on November 10, 2025 16.1* Change of Auditor as filed with the SEC on April 4, 2025 19.1 FDCTech, Inc. Insider Trading Policy 21.1 List of Subsidiaries 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 48