What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-04-22 compared with 2023-05-05 · 2956 added, 1494 removed, 422 unchanged (91% of the section changed)

3 unchanged sentences

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

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

Based on the foregoing, our Certifying Officers

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

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

Act”), as of December 31, 2025.

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

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

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

3 unchanged sentences

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

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

Report on Internal Controls over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for

external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures

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

the assets of our company,

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

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

directors, and

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

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

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

Report on Internal Control Over Financial Reporting

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

under the Exchange Act.

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

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

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).

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

(2) provide reasonable

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

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

(3) provide reasonable

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

a material effect on the consolidated financial statements.

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

financial statements.

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

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

Management assessed the effectiveness of our internal control over financial reporting on December 31, 2022.

Based on our assessments,

management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, due to the

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

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

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

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

We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business identifying

third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the

requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the

internal controls and financial reporting process.

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

company under the JOBS Act.

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

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

Material Weaknesses

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

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

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

on a timely basis.

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

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

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

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

Policies and Procedures.

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

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

disclosure processes.

Personnel and U.S.

GAAP Expertise.

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

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

This increases reliance on external consultants and

the risk of misapplication of accounting standards.

Related Party Transaction Controls.

Given the significant volume and

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

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

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

of Fiscal Year 2024 Financial Statements

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

as its independent registered public accounting

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

Professionals (PCAOB Firm ID:

7057) as its new independent auditor.

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

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

and adjustments to the previously reported financial statements.

The requirement to reaudit the prior year financial statements is indicative

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

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

This circumstance has been considered

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

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

During fiscal year 2025,

the Company took the following actions:

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

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

of the Company’s historical financial reporting.

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

GAAP research and multi-jurisdictional consolidation review.

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

controls, and foreign currency translation.

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

licensed subsidiaries.

Notwithstanding

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

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

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

GAAP and SEC reporting experience,

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

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

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

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

significant related party balances.

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

of Directors.

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

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

Until fully remediated, the material weaknesses described

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

or detected on a timely basis.

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

over financial reporting.

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

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

in Internal Control Over Financial Reporting

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

(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the fiscal year ended December 31, 2022, that

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

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

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

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

and engaged LAO Professionals

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

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

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

environment during fiscal year 2025.

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

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

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

These steps represent ongoing changes intended

to strengthen the Company’s internal control environment.

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

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

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

Mitch Eaglstein

President/CEO/Director

CFO/Secretary/Director

Jonathan Baumgart

serve until the next annual meeting;

1 unchanged sentence

Officers are appointed to serve for one year until the

board of directors meeting following the stockholders’ annual meeting until the Directors’ successors have been elected

and qualified.

board of directors meets, following the stockholders’ annual meeting, and the directors’ successors are elected and qualified.

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

January 2016 to date, Mr.

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

Eaglstein is responsible

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

Eaglstein ensures the Company has the necessary organizational and technology infrastructure and is responsible for deploying Capex

and approving budgets.

Eaglstein has extensive executive-level experience managing FX brokerage and FinTech software companies.

Eaglstein has participated

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

June 2014 to February 2016, Mr.

Eaglstein, a managing member of MMI Advisors LLC, worked as the Director, Business Development at Fortress

Capital Investments, UAE (“Fortress”).

He led Fortress to $20 million in trading revenue within one year from the start-up

Under his leadership, Fortress achieved over $70 billion in monthly trading volume within one (1) year and reached the top twenty

(20) forex brokers by volume.

Eaglstein assembled and led a global team with offices in the Middle East, North America, Russia, and

Asia to achieve positive cash flow results within two (2) months of product launch.

June 2011 to May 2014, Mr.

Eaglstein started his career as a Senior Business Intelligence Analyst at Boston Technologies (“BT”).

BT promoted him to Managing Director, a pioneer in MT4 bridge technology for the retail forex market.

He was instrumental in increasing

Boston Technologies’ revenue from five (5) million to twenty (20) million, making it the 143rd fastest-growing company in America

March 2009 to May 2011, Mr.

Eaglstein led FXCM Systems, LLC, as its Chief Information Officer.

He successfully provided white label and

software development solutions to FXCM and on behalf of FXCM, one of the largest forex broker-dealers in the world.

From January 2007

to March 2011, he served as the Chief Operating Officer and Chief Information Officer for Avalon Capital Holdings Corporation.

He developed,

marketed, and distributed high-performance proprietary trading software for financial companies engaged in online forex trading.

January 2007 to Feb 2009, Mr.

Eaglstein was the Co-Founder and Chief Operating Officer of Traders Development COO Traders Development,

LLC, a financial software company based in Irvine, California.

Early in his career, Mr.

Eaglstein co-founded Campus Universe, an online

consignment shop for students to buy and sell textbooks from each other via a fully automated e-commerce website that won the Golden

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

technology and FX brokerage senior management.

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

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

January 2016 to present, Mr.

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

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

(OTC) brokerage and financial services industries.

In this role, Mr.

Eaglstein is responsible for leading the development and execution

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

He oversees the Company’s infrastructure,

manages capital expenditure deployment, and approves budgets.

From May 2024 to present, Mr.

Eaglstein has also served as the Chief Executive

Officer and Chief Operating Officer of Alchemy Markets Ltd.

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

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

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

Eaglstein has participated in

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

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

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

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

conferences and tradeshows.

Firoz, Co-Founder, CFO, and Director

January 2016 to date, Mr.

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

Firoz is responsible

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

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

From December 2011 to May 2015, Mr.

Firoz was the CEO and Director of Scoobeez Global, Inc.

(“Scoobeez”).

From May 2015 to

March 2017, Mr.

Firoz worked as the CFO and Director of Scoobeez.

He was instrumental in acquiring, developing, and growing Scoobeez,

an on-demand messenger, delivery, and courier company.

Scoobeez increased its revenue from under $500,000 to $27 million.

2019 to the present, Mr.

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

management consulting services.

February 2014 to December 2019, Mr.

Firoz worked as the Managing Director of Match-Trade Technologies LLC, a financial technology company.

From July 2007 to March 2017, Mr.

Firoz was a Managing Partner of Marque 3 LLC, a management consulting company based in Pasadena, California.

He has served as a management consultant/adviser to senior executives of several companies.

Firoz was the Chief Financial Officer of Master Capital Group Corp.

from November 2004 until May 2007.

He provided financial oversight

to the accounting and finance department and advised the Board of Directors on the financial implications of business activities.

January 2002, Mr.

Firoz served as Associate, Investment Banking for National Bank Financial, Canada (“NBF”) on numerous transactions,

including a key M&A advisory team Franco-Nevada member on the $10 billion three-way mega gold merger of Newmont-Normandy-Franco-Nevada.

During the same period, he was a member of NBF’s investment banking team that advised the Treasurer of Hydro One on the restructuring

and selling of Ontario Electricity Financial Corporation debt of $2.9 billion in the Canadian public debt markets.

Firoz started his career as a Chemical Engineer with Tata Chemicals Limited from December 1994 until September 1997.

He led several cross-functional

teams to manage commissioning activities, plant operations, and other technical projects for Ammonia Plant.

From October 1997 to July

Firoz worked as a Senior Process Engineer with Saudi Methanol Company, a Saudi Basic Industries Corporation (SABIC) subsidiary.

He was responsible for technical services and improving plant safety management.

Firoz received his MBA in April 2001 from the Richard

Ivey School of Business, University of Western Ontario, Canada.

Firoz graduated in July 1993 with a Bachelor of Engineering (Chemical)

from Aligarh University, India.

Firoz has been a Certified Financial Risk Manager from the Global Association of Risk Professionals

(GARP), New Jersey, since January 2003.

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

services, technology, and risk management senior management.

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

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

January 2016 to present, Mr.

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

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

(OTC) brokerage and financial services industries.

In this role, Mr.

Firoz is responsible for strategic planning and corporate development,

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

He has guided due diligence efforts, implemented financial

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

From January 2019 to present, Mr.

Firoz has owned

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

From July 2024 to

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

From September 2025 to present, Mr.

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

ad-tech company.

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

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

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

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

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

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

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

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

Platt, Chief Technology Officer

Platt joined the Company in May 2016.

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

and business operations.

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

and a clear understanding of business needs.

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

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

Platt was the head of technology at the prime brokerage division of Fortress Capital Investments, UAE (“Fortress”), from

June 2014 to January 2016.

He was instrumental in starting a forex broker from the ground up, introducing the trading platform, connecting

liquidity, add-on services such as money management PAMM systems, and compliance reporting.

May 2011 to February 2014, Mr.

Platt was the Director of Risk Management and Operations Research at Boston Technologies.

His accomplishments

include developing advanced procedures to eliminate trade risk, streamlining accounting operations, revamping client reporting, integrating

new revenue streams, and providing comprehensive analytics.

joining Boston Technologies, Mr.

Platt managed the Operations Research department at CMS Forex from March 2006 through May 2011.

He coordinated

all business intelligence efforts, identified and automated manual operations, and facilitated new business initiatives in this role.

Platt organized the operational elements of CMS Forex’s sale to Gain Capital and revamped it to utilize existing

resources as a profitable self-sufficient IB business.

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

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

of business needs.

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

of human resources.

May 2016 to present, Mr.

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

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

services industries.

In this role, Mr.

Platt manages complex technology and business operations.

Platt holds a degree in Information Systems from Yeshiva University.

computer science training from New York University and Oracle DBA training from Farleigh Dickenson University.

He completed computer science training at New York University and

Oracle DBA training at Fairleigh Dickinson University.

Baumgart, Director

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

Baumgart is considered independent under NYSE and NASDAQ

listing standards.

The Company compensates Mr.

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

He founded Atomiq

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

Atomiq specializes in the retail forex industry

and the trading of other high-growth financial assets.

In February 2015, Mr.

Baumgart co-founded Money Matter, a boutique financial investments

services firm based in Krakow, Poland.

Between September 2010 and March 2014, Mr.

Baumgart was the Director of Training at Boston Technologies,

a technology, market maker, high-frequency trading, and inter-broker broker-dealer in the retail forex, precious metals, and other over-the-counter

financial securities.

Baumgart completed his International Affairs & Economics undergraduate degree from the Whittemore

School of Business and Economics, University of New Hampshire, Durham.

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

Baumgart is considered

independent under listing standards.

June 2021 to present, Mr.

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

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

and financial services industries.

From May 2014 to present, Mr.

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

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

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

of New Hampshire, Durham (2004).

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

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

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

Kundnani, Director

September 30, 2022, the Company appointed Gope S.

Kundnani as the Director of the Company.

Upon the appointment of Mr.

Kundnani, the

Company currently has four Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience building successful

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

From May 2018 to the present, Mr.

Kundnani was the founder

and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA).

From December 2018 to the present, Mr.

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

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.

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 May 2004 to April 2008, Mr.

Kundnani was the Director of Tristar Group, responsible for investing

and acquiring small retail businesses in the Texas region.

From February 1999 to the present, Mr.

Kundnani has been a partner and CEO

From February 1999 to present, Mr.

Kundnani has served as a Partner and Chief Executive Officer

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

Kundnani holds an undergraduate business degree from

Mulund College of Commerce, Mumbai, India.

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

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

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

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

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

products manufacturer.

Relationships

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

directors serve until the next annual meeting;

1 unchanged sentence

Officers are appointed to serve for one year

until the board of directors’ meeting following the stockholders’ annual meeting until the Directors’ successors have

been elected and qualified.

until the board of directors’ meeting, followed by the stockholders’ annual meeting, and until the directors’ successors

have been elected and qualified.

of Independence

board of directors is currently composed of four (4) members, out of which three (3) directors are executive directors and who do not

qualify as independent directors by the published listing requirements of the NASDAQ Global Market (the Company has no plans to list

on the NASDAQ Global Market).

The third non-executive director is an independent director.

The NASDAQ independence definition includes

a series of objective tests, such as that the director is not, and has not been for at least three (3) years, one of our employees and

that neither the director nor any of his family members have engaged in various types of business dealings with us.

Also, our board of

directors has not made a subjective determination as to our director that no relationships exist, which, in the opinion of our board

of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

the NASDAQ rules require such subjective determination.

Had our board of directors made these determinations, they would have reviewed

and discussed the information provided by directors and us concerning our director’s business and personal activities and relationships

as they may relate to us and our management.

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

Committee and Conflicts of Interest

1 unchanged sentence

are performed by our Board of Directors.

The Board of Directors has not established an audit committee and does not have an audit committee

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 Board believes such committees are unnecessary

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

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

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

financial expertise.

To date, such directors have been performing the functions

of such committees.

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

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

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

4 unchanged sentences

director, person nominated to become a director, executive officer, promoter, or control person of our Company has, during the last ten

(i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor

(10) years, (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor

(ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of

the 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.

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

Communications with the Board of Directors

1 unchanged sentence

Nevertheless,

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

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

provided to stockholders promptly.

Our board of directors will continue to monitor whether it would be appropriate to adopt such a process

Our board of directors will continue to monitor whether it would be relevant to adopt such a process

during the upcoming year.

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

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

Principal Position

Eaglstein, CEO (1)

Firoz, CFO (2)

Platt, CTO (3)

Compensation Table

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

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

and 2024 Summary Executive Compensation Table

Name and Principal Position

Nonqualified Deferred

Mitch Eaglstein, CEO (1)

Imran Firoz, CFO (2)

Brian Platt, CTO (3)

Appointed CEO, President, and Director on January 21, 2016.

2 unchanged sentences

Appointed Chief Financial Officer, Secretary, and Director on January 21, 2016.

The Company issued 5,310,000 common stock on January

21, 2016, and 400,000 preferred stock on March 24, 2017, at par value as the founder in consideration of services rendered to the Company.

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.

On March 15, 2016, the Company issued 500,000 restricted common shares to Platt for services valued at $25,000.

4 unchanged sentences

is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company is paying a monthly compensation

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.

October 1, 2020, the Company pays $12,000 monthly to its CEO and CFO.

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.

Eaglstein, Firoz, and Platt are independent contractors performing as the CEO, CFO, CTO, and COO, respectively.

1 unchanged sentence

convert all such officers to employee status during the second quarter of 2026.

The Company has not issued any bonuses or option awards

to its officers.

The Company intends to provide these incentives to meet specific sales criteria, reviewed quarterly and annually.

December 12, 2022, the Board of Directors issued 10,000,000 common stock valued at $83,000 each to Eaglstein and Firoz for services rendered

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

Option Grants

had no outstanding equity awards as of the end of the fiscal period ended December 31, 2022, or through the date of filing this report.

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

Company issued Jonathan Baumgart, non-executive director, 100,000 common stock valued at $21,000 in June 2021 upon his appointment to

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.

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.

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

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

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

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

Equity Awards at Fiscal Year-Ended December 31, 2024

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

Trading Policy

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

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

the Company in the normal course of their duties.

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.

Company issued Jonathan Baumgart, non-executive director, 100,000 common stocks valued at $21,000 in June 2021 upon his appointment to

The Company issued Baumgart 500,000 common stocks valued at $15,000 in December 2021.

Company issued Gope S.

Kundnani, director, 5,000,000 common stock valued at $60,000 in September 2022 upon his appointment to the Board.

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.

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.

Benefit and Stock Plans

Stock Incentive Plan

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

2023 Stock Incentive Plan (the

“2023 Plan”).

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

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

Administration

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

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

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

Internal Revenue Code.

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

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

The Committee’s decisions relating

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

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

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

by the Committee.

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

Participation

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

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

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

the time of grant.

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

In the case of restricted stock

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

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

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

Stock appreciation rights become exercisable upon such

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

of Stock Available for Issuance

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

Shares of common stock

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

available for issuance.

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

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

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

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

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

under the 2023 Plan.

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

or other distributions of the Company’s common stock.

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

Stock Options and Non-Qualified Stock Options.

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

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

The exercise price cannot be less

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

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

No option may be exercised more than 10 years after

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

Options may not be repriced without stockholder

Appreciation Rights (SARs).

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

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

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

The term of a SAR cannot exceed ten years

and one day from the date of grant.

SARs may not be repriced without stockholder approval.

Awards and Restricted Stock.

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

other payment, as additional compensation for services.

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

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

The Committee determines

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

of employment.

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

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

If the performance objectives are achieved, each participant

will be paid in shares of common stock or cash.

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

payments in accordance with formulas established in the award.

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

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

A “Change in Control” is generally

defined under the 2023 Plan to include:

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

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

(ii) the incumbent

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

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

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

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

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

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

(a) providing that all

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

been exercised immediately prior to the transaction;

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

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

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

equity of the successor entity;

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

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

without stockholder approval.

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

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

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

Transferability

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

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

Non-qualified stock options may, in the sole discretion

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

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

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

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

and Termination

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

however, no such amendment or discontinuance shall adversely

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

Further, no such amendment shall, without

approval of the stockholders:

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

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

materially increase the benefits accruing to participants.

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

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

under the Plan have lapsed.

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

Income Tax Consequences

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

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

Stock Options.

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

However, the difference

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

the alternative minimum tax.

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

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

Non-Qualified

Stock Options and SARs.

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

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

The amount of ordinary

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

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

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

(unless a disqualifying disposition occurs).

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

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

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

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

of the Committee.

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

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

in the future cannot be determined at this time.

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

Policies and Practices as They Relate to Risk Management

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

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

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

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

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

Compensation Structure.

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

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

This balanced approach helps ensure that employees are not overly incentivized

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

Equity Incentives.

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

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

performance rather than short-term results.

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

risk-taking by requiring sustained performance over time.

and Committee Oversight.

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

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

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

on Hedging and Pledging.

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

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

This policy ensures

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

Anti-Repricing

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

This provision prevents

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

executives remain focused on creating long-term stockholder value.

Capital Considerations.

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

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

Our compensation

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

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

effect on the Company.

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

We believe the goals and objectives

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

a single performance measure.

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

with that followed for its executives.

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

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

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table lists, as of December 31, 2022, the number of shares of common and Series A Preferred Stock of our Company that are beneficially

owned by (i) each person or entity is known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

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

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

more than 5% of the outstanding common stock;

(ii) each officer and director of our Company;

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

Information relating to beneficial

ownership of the common stock by our principal shareholders and management is based upon each person’s information using “beneficial

ownership” concepts under the Securities and Exchange Commission rules.

Under these rules, a person is deemed to be a beneficial

owner of 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 of which that person has a right to acquire beneficial ownership within sixty (60) days.

Under the Securities and

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

beneficial owner of securities as to which they may not have any beneficial financial interest.

Except as noted below, each person has

sole voting and investment power.

percentages below are calculated based on 211,275,550 shares of our common stock issued and outstanding for the fiscal year of December

and (iii) all sole officer and director

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

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

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

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

the voting of the security.

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

ownership within sixty (60) days.

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

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

any beneficial financial interest.

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

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

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

Name and Address (1)

Number of Shares

Beneficially Owned

Mitch Eaglstein

2 unchanged sentences

Officers and Directors as a group (4 persons)

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.

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

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

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

(3) Robert J.

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

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

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

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

Following the Agreement, FRH

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

Hong resides in Dubai, UAE.

A Preferred Stock

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

Name and Address (1)

Number of Shares

Beneficially Owned

Mitch Eaglstein

Series A Preferred

Kundnani ( 5 )

Series A Preferred

1 unchanged sentence

Series A Preferred

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

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

Further, the Company agreed

to issue 2,600,000, 400,000, and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and FRH Group, respectively,

as the founders in consideration of services rendered to the Company.

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

Kundnani owns 35,000,000 common stock of the Company personally and through Alchemy Prime Limited.

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

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

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

Following the Agreement, FRH assigned the

Shares to FRH Group Corporation, also owned by Mr.

Series A Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for

As a result, 4,000,000 Series A Preferred Shares represent a 48.63% voting percentage on a fully diluted vote per share basis.

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.

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.

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.

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.

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

to the voluntary surrender and cancellation by the holders thereof.

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

No shares of Series A Preferred Stock will remain outstanding;

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

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

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

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

A Preferred Stock;

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

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

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

connection with the retirement.

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

Common Stock.

B Preferred Stock

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

Name and Address (1)

APSI Holdings Limited (1)

Series B Preferred

Eaglstein, CEO, Director

Series B Preferred

Imran Firoz, CFO, Director

Series B Preferred

FRH Group Corporation (2)

Series B Preferred

Kundnani (1) , Director

Series B Preferred

Eaglstein (4)

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

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

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

the holder of such shares.

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

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

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

of AML and 100% of APL.

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

Eaglstein, CEO and Director, for services valued

at $1.41 per share.

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

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

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.

January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E.

Eaglstein for services valued at $1.41 per share.

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

Kundnani for services valued at $1.41 per share.

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.

Kundnani controls APSI Holdings Limited.

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

8, London, E11LX, UK.

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

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

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

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

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

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

We will not have any outstanding

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

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd.

(“FRH Prime”), incorporated under

section 14 of Bermuda’s Companies Act 1981.

In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients

Limited (“FXClients”), under the United Kingdom Companies Act.

The Company established FRH Prime and FXClients to conduct

financial technology service activities.

The Company established FRH Prime and FXClients to conduct financial technology service activities.

At present, both companies have ceased to exist.

the fiscal year ending December 31, 2022, and 2021, FRH Prime has generated volume rebates of $0 and $1,861 from the Condor Risk Management

Back Office Platform.

The Company has included rebates in revenue in the consolidated income statements.

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

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

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

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

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

and Director Compensation.”

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

1 unchanged sentence

The Notes are convertible

into common stock initially at $0.10 per share but may be discounted under certain circumstances, but in no event will the conversion

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.

3 unchanged sentences

Eaglstein and Mr.

are the Mother and Brother, respectively, of Mitchell Eaglstein, the Company’s CEO and Director.

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

The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

September 2022, the Company issued 30,000,000 common stock for cash consideration of $300,000 for Alchemy Prime Limited (APL) and appointed

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

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

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

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

Following the Agreement, FRH

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

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

Kundnani as the director of the Company.

As director’s compensation, the Company issued 5,000,000 valued at $60,000.

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

Kundnani is the director and owner of APL.

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

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

As of September

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

and 1,000,000 shares, respectively.

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

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

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

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

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

The Company did

not exchange cash in the transaction.

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

Kundnani, a related party,

is the sole shareholder of APSI, a related party.

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

entity of Alchemy BVI.

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

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

The Company did not exchange cash in the transaction.

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

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

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

FDCTech has issued the Series A Preferred

stock to Kundnani.

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

FDCTech has issued the Common stock to Kundnani.

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

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.

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

at $1.41 per share.

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

Kundnani for services valued at $1.41 per

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

Eaglstein, CEO and Director, for services

valued at $1.41 per share.

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

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

Barnett, Esq., for services valued at $1.41

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

Eaglstein for services valued at $1.41 per

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

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

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

Company issued to Felix R Hong.

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

Kundnani for services valued at $1.41 per

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

A Preferred Stock.

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

will be retired and canceled.

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

ACCOUNTANT FEES AND SERVICES

Hass Hurley LLP (‘FHH’) was our registered independent public registered accounting firm until July 2021.

There have not

been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

In July 2021, the Company

appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting firm, effective immediately,

to perform independent audit services for the fiscal year ending December 31, 2021.

BFB has been conducting our quarterly reviews and

annual audit for the fiscal year ending on December 31, 2022.

the fiscal year ending December 31, 2022, and 2021, the Company paid $1,000 and $34,250, respectively, to FHH.

the fiscal year ending December 31, 2022, and 2021, the Company paid $100,700 and $10,800, respectively, to BFB.

The payment for the

fiscal year ending December 31, 2022, includes $35,000 for auditing the financial statements of ADS for the period ending June 30, 2021,

fees include auditing our annual financial statements for 2022 and 2021 and reviewing Forms 10-Q, or services generally provided by the

accountant concerning statutory and regulatory filings for the fiscal year.

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

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

2021, our Board of Directors pre-approved 100% of our independent registered public accounting firm’s services.

These services

include audit services.

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

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

Our Board of Directors

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

Such member(s) must report any pre-approval to our Board of Directors

at the next meeting.

— History of Independent Registered Public Accounting Firms

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

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

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

In May 2024, the Public Company

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

of securities fraud.

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

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

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

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

independent registered public accounting firm.

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

The Company retained

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

There were no disagreements

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

the period of engagement.

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

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

public accounting firm.

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

The Company retained FCPA for less than one

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

There were no disagreements with FCPA on any matter

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

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

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

(“Olayinka”),

Lagos, Nigeria (PCAOB Firm ID:

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

Olayinka audited the Company’s

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

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

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

as a Prohibited Service Provider by OTC Markets Group.

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

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

See Item 9 of this Annual

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

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

7057) as the Company’s independent registered public accounting

firm, effective April 3, 2025.

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

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

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

The reaudited fiscal year 2024 financial

statements are included in Item 8 of this Annual Report.

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

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

interim quarterly financial statements.

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

in fiscal year 2025, representing

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

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

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

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

for the audit of the Company’s

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

reports on Form 10-Q.

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

in fiscal year 2024 for services rendered during the period of

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

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

Audit-Related

incurred neither fees nor expenses for 2022 for professional services rendered by FHH and BFB for audit-related fees other than those

disclosed above under the caption “Audit Fees.”

incurred neither fees nor expenses for 2021 for professional services rendered by FHH and BFB for tax compliance, tax advice, or tax

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

incurred no other fees or expenses for 2021 for any other products or professional services rendered by FHH and BFB other than as described

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

in fiscal years

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

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

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

in fiscal years 2025 or 2024 for

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

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

in fiscal years 2025 or

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

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

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

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

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

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

specific categories of services and associated fee thresholds.

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

All fees described above under

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

Our independent registered public

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

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

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

STATEMENT SCHEDULES.

2 unchanged sentences

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

Consolidated Statements of Operations for the fiscal year ending December 31, 2022 and December 31, 2021

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

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

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2022 and December 31, 2021

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

Notes to the Consolidated Financial Statements

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

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

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

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

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

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.

April 22, 2026

Mitchell Eaglstein

1 unchanged sentence

Executive Officer)

April 22, 2026

Accounting Officer)

2 unchanged sentences

Mitchell Eaglstein

Chief Executive Officer (Principal

Financial Officer (Principal Financial and

Chief Executive Officer (Principal Executive Officer)

April 22, 2026

Financial Officer (Principal Financial and Accounting Officer)

April 22, 2026

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB:

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

Consolidated Statements of Operations for the fiscal year ending December 31, 2022 and December 31, 2021

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2022 and December 31, 2021

Consolidated Statements of Cash Flows for the fiscal year ending December 31, 2022 and December 31, 2021

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

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

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

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the shareholders and the board of directors of FDCTech, Inc.

the Board of Directors and Stockholders of FDCTech Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of FDCTech Inc.

as of December 31, 2022 and 2021, the related statements of

operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to

as the “financial statements”).

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

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

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

As discussed in Note

3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit.

addition, the Company continues to experience negative cash flows from operations.

These factors raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The financial statements

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

(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 the 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 periods ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of

Restatement of Previously Issued Financial

As discussed in Note 4 to the financial statements,

the 2024 financial statements have been restated to correct some misstatements.

The correction of the misstatements affected the Cash

and cash equivalents, subscription receivables, related party receivables, customer funds, and equity line item in the balance sheet of

the previously issued financial statements filed on April 14, 2025.

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

4 unchanged sentences

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

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.

4 unchanged sentences

Accordingly, we express no such opinion.

audit 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.

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 audit also included evaluating the accounting principles used and significant

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 audit provides

a reasonable basis for our opinion.

BF Borgers CPA PC

Borgers CPA PC (PCAOB ID 5041)

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

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.

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

specializing in OTC and exchange-traded markets in Europe;

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

The Company operates its brokerage business in two segments:

retail and institutional

(“clients” or “customers”).

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

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

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

and interest rate products, as well as OTC options.

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

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

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

We Addressed the Matter in Our Audit

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

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

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

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

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

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

Related party balances and transactions

As disclosed in Note 7 of the financial statements,

under Post-Acquisition Related Party Balances.

AIL carried a related party advances of $35,659,010 due from Alchemy Capital Markets

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

the consolidated balance sheet.

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

of its operations as a securities dealer.

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

of loans and advances.

The reasons we determined this as a critical audit

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

(ii) Auditor judgment was involved in assessing the sufficiency

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

the Critical Audit Matter Was Addressed in the Audit

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

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

between the Company and its related parties.

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

confirmations from the related parties for the account balances.

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

Company’s trading platform.

funds and clients’ funds obligations

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

Client money is held in statutory trust accounts and is not

available for general corporate use.

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

counterparties (liquidity providers) and amounts in transit.

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

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

the Critical Audit Matter Was Addressed in the Audit

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

related to the customer funds and customer funds obligations process.

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

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

of the documents provided.

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

obtained confirmation from the clients.

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

Lateef Awojobi

PROFESSIONALS

have served as the Company’s auditor since 2025.

1 unchanged sentence

BALANCE SHEETS

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

and $ 175,640 ,

expenses – current

Related party advances

Current Assets

Accounts receivable, net of allowance for doubtful accounts of $ 137,371 and $ 117,487 , respectively

Other current assets

OID promissory note

Total Current assets

Capitalized software, net

Acquired tangible assets

Acquired intangible assets

Other assets – non-current

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

Non-Current Assets

software, net

through subsidiary

intangible assets

trade and tax receivable

of trading positions for the firm, profit

of use (lease)

and Stockholders’ Deficit

Line of credit

Payroll tax payable

Related-party advances

Promissory note

Cares act- paycheck protection program advance

Other current liabilities

Total Current liabilities

SBA loan – non-current

Cares act- paycheck protection program advance – non-current

Accrued interest – non-current

Total liabilities

Commitments and Contingencies (Note 9)

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,000,000 issued and outstanding, as of December 31, 2022, and December 31, 2021

Common stock, par value $ 0.0001 , 250,000,000 shares authorized;

211,275,550 and 141,811,264 shares issued and outstanding, as of December 31, 2022 and December 31, 2021

expenses, related party

acquisition loan

act- paycheck protection program advance

party advances

lease liability, current

current liabilities

Current liabilities

tax liabilities

– non-current

lease liability, non-current

interest – non-current

and Contingencies (Note 10)

Stockholders’

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

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

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

Series B Preferred Stock,

par value $ 0.0001 ,

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

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

Preferred Stock, value

Common stock, par value $ 0.0001 ,

750,000,000 shares

423,084,729 and

391,084,729 shares

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

Additional paid-in capital,

Accumulated other comprehensive income

Accumulated deficit

( 4,335,053 )

( 3,230,679 )

Total FDCTech, Inc.

Common Series A, Series B

Subscription receivable

Accumulated other comprehensive

FDCTech, Inc.

stockholders’ equity (deficit)

Noncontrolling interest

Total liabilities and stockholders’ deficit

Noncontrolling

liabilities and stockholders’ equity (deficit)

accompanying notes to the financial statements.

STATEMENTS OF OPERATIONS

Technology & software

31, 2024 (Restated)

Wealth management

Total revenue

and Brokerage

Cost of sales

1 unchanged sentence

Wealth management

Total cost of sales

Operating expenses:

and Brokerage

cost of sales

General and administrative

Sales and marketing

Total operating expenses

Operating loss

( 1,043,045 )

( 1,734,059 )

Other income (expense):

operating expenses

Other interest expense

income (expense)

other income (expense)

Total other income (expense)

Income (loss) before provision for income taxes

( 1,104,374 )

( 1,736,695 )

Provision for income taxes

$ ( 1,104,374 )

$ ( 1,736,695 )

Net income attributable to noncontrolling interest

Net income attributable to FDCTech’s shareholders

( 1,103,014 )

( 1,739,897 )

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding basic and diluted

(loss) before provision for income taxes

for income taxes

income (loss)

Net (income) loss attributable to noncontrolling interest

income (loss) attributable to FDCTech’s shareholders

loss per common share, basic and diluted

average number of common shares outstanding, basic and diluted

Other comprehensive

income (loss):

in foreign currency translation

other comprehensive income (loss)

comprehensive income (loss)

Comprehensive

income (loss) attributable to noncontrolling interests

Comprehensive

income (loss) attributable to FDCTech stockholders

accompanying notes to the financial statements.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

Preferred stock

Total Stockholders’

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

comprehensive

year ended December 31, 2024 (Restated)

December 31, 2023

$ ( 2,643,647 )

$ ( 1,038,044 )

December 31, 2021

Common shares issued for services valued at $ 0.27 per share

Common shares issued for FRH Group note conversion at $ 0.10 per share

Common shares issued for services valued at $ 0.20 per share

Common shares issued for services valued at $ 0.25 per share

Common shares issued for services valued at $ 0.21 per share

Common shares issued for services valued at $ 0.22 per share

Common shares issued for services valued at $ 0.18 per share

Common shares issued for cash valued at $ 0.10 per share

Common shares issued for financing cost valued at $ 0.12 per share

Common shares cancelled for services valued at $ 0.25 per share

A Preferred canceled

( 2,000,000 )

Common shares issued for services valued at $ 0.11 per share

Common shares issued for cash valued at $ 0.10 per share

Common shares issued for cash valued at $ 0.07 per share

Common shares issued for acquisition valued at $ 0.03 per share

Common shares issued for services valued at $ 0.03 per share

B issuances at $ 1.41

Stock adjustment

stock issued for cash valued at $ 0.0144

in APIC due to shares issued at a discount

in APIC due to common control

( 8,000,000 )

( 8,200,000 )

Balance, December 31, 2021

December 31, 2024

$ ( 8,000,000 )

$ ( 2,662,428 )

Common shares issued for cash valued at $ 0.0625 per share

Common shares issued for services valued at $ 0.0625 per share

Common shares issued for cash valued at $ 0.05 per share

Common shares issued for cash valued at $ 0.0408 per share

Common shares issued for financing cost valued at $ 0.0323 per share

Common shares issued for cash valued at $ 0.0356 per share

Common shares issued for cash valued at $ 0.0395 per share

Common shares issued for services valued at $ 0.0379 per share

Forex gain (loss) on consolidation

Common shares issued for cash valued at $ 0.010 per share

Common shares issued for services valued at $ 0.012 per share

Common shares issued for services valued at $ 0.0083 per share

Common shares issued for services valued at $ 0.0095 per share

year ended December 31, 2025

$ ( 8,000,000 )

$ ( 2,662,428 )

Balance, December 31, 2022

Common stock issued for services

Series B issuances at $ 1.41

Change in APIC due to common

Capital contributions

FX gain (loss)

December 31, 2025

$ ( 8,000,000 )

3 unchanged sentences

Net income (loss)

$ ( 1,104,374 )

$ ( 1,736,695 )

Adjustments to reconcile net loss to net cash used in operating activities:

Software depreciation and amortization

Common stock issued for services

Adjustments to reconcile net

loss to net cash used in operating activities:

stock issued for services

Series B stock issued for

Accounts receivable allowance

Subscription receivable

Acquired tangible assets

Fixed assets, net

Acquired intangible assets

( 2,559,739 )

Change in assets and liabilities:

in assets and liabilities:

Gross accounts receivable

Related party receivable

( 35,794,906 )

( 1,682,450 )

Accounts payable

OID of the promissory note

Other current liabilities

Other current assets

( 3,195,117 )

Accrued interest

Increase in accrued payroll tax

Net cash used in operating activities

Customer funds

( 5,712,901 )

( 18,693,481 )

Investing Activities:

Capitalized software

Stock issued for acquisition

Net cash used in investing activities

Fair value of trading position,

Operating lease

Deferred taxes

Related party guarantee

Trade and tax receivable

( 2,635,134 )

Financing Activities:

Borrowing from (payments to) line of credit

Proceeds from promissory note

Net proceeds from SBA and PPP loan

Net proceeds from common stock

Accrued income

( 1,037,574 )

Right of use of assets (lease)

expenses, related party

cash used in operating activities

$ ( 40,984,998 )

$ ( 13,621,417 )

Capitalized software

Effect of exchange rates

Business acquisition seller’s

in paid-in capital

cash used in investing activities

Borrowing from (payments to)

line of credit

Net proceeds from CARES Act

- paycheck protection program

Net proceeds from SBA loan

Related party advances

Noncontrolling interest

Forex gain (loss) on consolidation

Net cash provided by financing activities

Net increase in cash

Cash at beginning of the period

Cash at end of the period

Cash paid for income taxes

Cash paid for interest

Common stock issued for cash

Common stock issued at a discount

Series A for cash and cancelation

Capital contribution

Noncontrolling

cash provided by financing activities

increase in cash

( 7,707,208 )

( 5,939,504 )

at beginning of the period

at end of the period

paid for income taxes

paid for interest

investing and financing activities:

accompanying notes to the financial statements.

1 unchanged sentence

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

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

On February 27, 2018, the

Company changed its name to FDCTech, Inc.

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

in the FX and cryptocurrency markets for OTC brokers.

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

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

Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary

regulatory licenses, and a proven executive team.

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

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

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

December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size

legacy financial services companies.

The Company intends to build a diversified global software-driven financial services company.

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

The Company replaces conventional legacy

software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience,

increase client retention, and realize cost synergies.

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

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

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

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

The operating and licensed entity of ADFP is AD

Advisory Services Pty Ltd.

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

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

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

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

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

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

NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $ 350,000

to purchase the controlling interest in NSFX.

The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023 but no later than

June 30, 2023.

NSFX is authorized to deal with its account (market

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

clients’ money and assets.

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

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

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 %) equity interest in CIM Securities,

LLC (“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company signed a definitive agreement pending

regulatory approval, paid a $ 20,000 non-refundable deposit, and transferred $ 180,000 to the escrow account to complete the transaction.

The Company filed the CMA form with FINRA in February 2023.

Once the Company receives approval from FINRA and pays the balance of $ 180,000 ,

it will start consolidating income statements and balance sheets as it holds the controlling interest in CIM Securities.

we have three primary business segments, (1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business.

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.

Management – AD Advisory Services Pty Ltd.

Advisory Services Pty Ltd.

(ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million

in funds under advice.

ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers financial planners

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

ADS’ revenues, cost of

sales, and gross profits for the fiscal year ending December 31, 2022, were $ 5,827,732 , $ 5,275,741 , and $ 551,991 , respectively.

& Software Development – Condor Trading Technology

Company has three sources of revenue.

Solutions – The Company licenses its proprietary and sometimes resells third-party

technologies to customers.

Our proprietary technology includes but is not limited to Condor

Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine,

Crypto Web Trader Platform, and other cryptocurrency-related solutions.

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

Agreement (“Agreement”).

Services – The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime

Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.

Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform.

The Condor Pro

Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized

such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end

(reporting system), news feeds, and charting system.

The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk,

alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers.

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

financial products.

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

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

Company has ten (10) licensing agreements for its Condor Pro Multi-Asset Trading Platform.

The Company continuously negotiates additional

licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading

Platform is available in desktop, web, and mobile versions.

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

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

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

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

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

The Company expects to commercialize the Condor Investing & Trading

App by the end of the second quarter of the fiscal year ending December 31, 2023.

Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and

limit unnecessary blockchain usage fees, also known as gas fees.

The Company has no plans to commercialize the NFT Marketplace in the

fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.

Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering

to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal year ending

December 31, 2023.

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the fiscal year ending December 31,

2022, were $ 626,000 , $ 159,051 , and $ 466,949 , respectively.

of the Company

is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million funds under advice.

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

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

subsidiary NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services

Authority (MFSA).

The Company amended the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the

change of ownership.

The Company expects to consolidate the fair value of NSFX’s assets and liabilities on or after February 28,

2023 but no later than June 30, 2023.

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent ( 51 %) equity interest in CIM Securities,

LLC (“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company signed a definitive agreement pending

regulatory approval, paid a $ 20,000 non-refundable deposit, and transferred $ 180,000 to the escrow account to complete the transaction.

The Company filed the CMA form with FINRA in February 2023.

Once the Company receives approval from FINRA and pays the balance of $ 180,000 ,

it will start consolidating income statements and balance sheets as it holds the controlling interest in CIM Securities.

of the FRH Group Note

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

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

The Notes were convertible into

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

In no event will the conversion price be

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

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

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

The Company eliminated all four FRH Group convertible

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

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

Hong also owned.

of Acquisition of Genesis Financial, Inc.

line with the new strategic direction, on June 2, 2021, the Company entered into a Stock Purchase Agreement (the “Genesis Agreement”)

with the Shareholders of Genesis Financial, Inc., a Wyoming corporation (“GFNL” or “Seller”).

According to the

Agreement, the Company plans to acquire 100 % of the issued and outstanding equity interests of GNFL, including its wholly-owned subsidiaries

and other variable interest entities, in consideration for 70,000,000 shares of the Company’s restricted common stock (the”

“Securities”) valued at thirty-five Million U.S.

Dollars ($ 35,000,000 ).

August 24, 2021, FDCTech, Inc., a Delaware corporation (“FDCT” or the “Company” or “Buyer”), terminated

the Stock Purchase Agreement (the “Agreement”), dated June 2, 2021, with the Shareholders of Genesis Financial, Inc., a Wyoming

corporation (“Genesis” or “Seller”).

As of the termination date, the Company did not issue any Securities to

The Company could not complete nor qualify the Agreement as Genesis could not comply with several non-exhaustive material

provisions, covenants, or conditions.

June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick

Kerridge as Chairman of the Company’s Board of Directors.

Effective August 24, 2021, the Company terminated the appointment of

Warwick Kerridge as the Board of Directors.

The Company approved the termination upon the consent of the majority of the stockholders

representing at least 68.73 % of the issued and outstanding shares of the Company.

The Company authorized the action according to Section

222 of the Delaware General Corporation Law.

Upon termination of Mr.

Kerridge, the Company currently has four Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

Line of Credit

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

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

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

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

Company executed two “Purchase Notice Right” under an Investment Agreement with White Lion and received a net of $ 23,551

after deducting financing costs associated with the Investment Agreement for the fiscal year ending December 31, 2021.

The Company also

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

Our cash balance is $ 93,546 as of December 31, 2021.

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

Small Business Administration (SBA) or Cares Act Paycheck Protection Program

during the fiscal year ending December 31, 2021.

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),

a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10 %.

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

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

The Company issued 2,214,286 common stock priced at $ .07 per share upon issuance of the

Note (the “Shares”) and 1,000,000 3 -year cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares,

collectively known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

is a publicly-traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting,

internal controls, and corporate governance.

wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators

in Australia.

The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’

providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.

is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

January 1, 2021, Naim Abdullah resigned as the Director of the Company.

July 6, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) increased from four to five directors and appointed

Provini, age 74, to the vacancy.

Provini is considered independent under NYSE and NASDAQ listing standards.

has been the Chairman, CEO, and President of Natcore Technology Inc.

since May 2009, a research and development company protected by

65 patents granted or pending.

From November 1997 to October 2000, he was the President of Ladenburg Thalmann Asset Management and a

Director of Ladenburg Thalmann, Inc., one of the oldest New York Stock Exchange members.

He served as President of Laidlaw Asset Management

and Chairman and Chief Investment Officer of Howe & Rusling, Laidlaw’s Portfolio Management Advisory Group, from November 1995

to September 1997.

Provini served as Rodman & Renshaw’s Advisory Services President from February 1994 to August 1995.

He was the President of LaSalle Street Corporation, a wholly-owned subsidiary of Donaldson, Lufkin & Jenrette, from January 1983

to April 1985.

Provini has been a leadership instructor at the U.S.

Naval Academy, Chairman of the U.S.

Naval Academy’s Honor

Board, and is a former Marine Corp.

Provini holds an undergraduate Engineering degree from the U.S.

Naval Academy in Annapolis,

Maryland, and a post-graduate degree from the University of Oklahoma.

June 9, 2021, and in connection with the previous description of the Genesis Agreement, dated June 2, 2021, the Company appointed Warwick

Kerridge as Chairman of the Company’s Board of Directors.

Effective August 24, 2021, the Company terminated the appointment of

Warwick Kerridge as the Board of Directors.

The Company terminated Mr.

Kerridge’s engagement upon the consent of the majority of

the stockholders representing at least 68.73 % of the issued and outstanding shares of the Company.

The Company authorized the action

according to Section 222 of the Delaware General Corporation Law.

Upon the termination of Mr.

Kerridge, the Company currently had four

Board of Directors.

Eaglstein shall be the acting Chairman of the Company.

November 30, 2021, Charles R.

Provini, a member of the Board of Directors of FDCTech, Inc.

(the “Company”), notified the

Company of his intention to voluntarily resign from the Company’s Board of Directors effective November 30, 2021.

not advise the Company of any disagreement with the Company on any matter relating to its operations, policies, or practices.

resignation of Mr.

Provini, the Company currently has three Board of Directors.

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

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

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

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

and financial services industries.

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

technology platform.

These acquisitions include AD Advisory Services Pty Ltd.

(2021), Alchemy Markets Ltd.

(2022–2023), Alchemy

Prime Limited (2023), and Alchemy International Ltd.

(2025), collectively expanding the Company’s operational footprint across

Australia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius.

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries

(collectively, the “Company”) for the year ended December 31, 2025.

All intercompany balances and transactions have been

eliminated in consolidation.

Structure and Subsidiaries

serves as the parent holding company.

The following table presents the Company’s consolidated subsidiaries as of December

OF CONSOLIDATED SUBSIDIARIES

Advisory Services Ltd.

CFDs, Stocks, Bonds

Trading & Third-party

International Ltd.

Trading & Third-party

Intermediary Services

Intermarket Group Eurasia (PIG)

Trading & Third-party

Company consolidates all subsidiaries in which it holds a controlling financial interest.

AD Advisory Services Ltd.

(ADS) is consolidated

as a majority-owned subsidiary ( 51.00 % ownership), with the remaining 49.00 % recognized as a noncontrolling interest in the consolidated

balance sheet and statements of operations.

All other subsidiaries are wholly owned (100%) and fully consolidated.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

of Operations

Company operates through four complementary business segments, as follows:

Margin Brokerage

Alchemy Markets Ltd.

(Malta, regulated by the Malta Financial Services Authority (“MFSA”)), Alchemy Prime Limited (United

Kingdom, regulated by the Financial Conduct Authority (“FCA”)), and Alchemy International Ltd.

(Seychelles, regulated by

the Financial Services Authority (“FSA”)), the Company provides multi-asset online trading services—including foreign

exchange (“FX”), contracts for difference (“CFDs”), equities, commodities, and digital assets—to retail

and institutional clients globally.

Wealth Management

AD Advisory Services Pty Ltd.

(Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the

Company operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $ 530 million

in funds under advice as of December 31, 2025.

This segment provides licensing solutions and financial planning services to independent financial

advisors operating under the Company’s Australian Financial Services license.

Technology and Software Development

FDCTech, Inc.

and Alchemytech Ltd.

(Cyprus), the Company develops, licenses, and supports its proprietary Condor Trading Technology suite,

which includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system.

This technology supports

multi-asset trading, risk management, and pricing across FX, equities, commodities, and digital assets and is utilized both internally

across the Company’s brokerage subsidiaries and licensed to third-party brokerage firms.

Payment Intermediary Services

Xoala Asia (Mauritius, licensed by the Financial Services Commission (“FSC”)), the Company is developing a payment gateway,

merchant acquiring, and cross-border payment capabilities to complement its brokerage and wealth management operations.

As of December

31, 2025, this segment remains in the early stages of development and has not yet generated material revenue.

Company’s brokerage and wealth management subsidiaries operate under licenses and regulatory oversight from multiple international

financial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), and FSC (Mauritius).

The Company is required to maintain minimum regulatory capital levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering

obligations in each of its operating jurisdictions.

Regulatory compliance and capital adequacy are monitored by management on an ongoing

Concern Consideration

consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations

for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

has evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern .

The Company’s assessment of going concern, including any identified conditions or events that may raise substantial doubt, and

management’s plans to mitigate such conditions, are further described in Note 2.

Company’s fiscal year ends on December 31.

The consolidated financial statements presented herein are for the year ended December

present, the Company has four members of the Board of Directors.

Eaglstein is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the company’s executive directors and officers.

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.

Eaglstein and Imran Firoz have been Executive Directors

of the Company since January 21, 2016.

June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.

September 30, 2022, the Company appointed Gope S.

Kundnani as the Director of the Company.

Upon the appointment of Mr.

Kundnani, the

Company currently has four Board of Directors.

Kundnani is a seasoned entrepreneur with several decades of experience building successful

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

From May 2018 to the present, Mr.

Kundnani was the founder

and current Director of Alchemy Prime Markets, a financial brokerage services company regulated by the Financial Conduct Authority (FCA).

From December 2018 to the present, Mr.

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

services company regulated by the FCA.

From May 2004 to April 2008, Mr.

Kundnani was the Director of Tristar Group, responsible for investing

and acquiring small retail businesses in the Texas region.

From February 1999 to the present, Mr.

Kundnani has been a partner and CEO

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

Kundnani holds an undergraduate business degree from

Mulund College of Commerce, Mumbai, India.

the termination of Mr.

Kerridge and the resignation of Mr.

Provini, the Company currently had four Board of Directors.

is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the executive directors and officers of the Company.

Kundnani is considered an executive director by owning the Company’s stock of at least 10%.

Jonathan Baumgart is an independent

director under NYSE and NASDAQ listing standards.

in Registrant’s Certifying Accountant

July 2, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”)

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion.

not qualified or modified for uncertainty audit scope or accounting principles.

July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting

firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2022 and 2021.

of Company’s Securities to be Registered

September 03, 2021, the Company incorporated by reference the description of its common stock, par value $ 0.0001 per share, to be registered

hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1

333- 221726), as initially filed with the Securities and Exchange Commission (the “Commission”) on November 22,

2017, as subsequently amended (the “Registration Statement”).

Since the Registration Statement filing, the Company has made

all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) pandemic throughout the United States.

While the initial outbreak concentrated in China, it spread to several other countries, including Russia and Cyprus, and reported infections

Many countries worldwide, including the United States, have implemented significant governmental measures to control the spread

of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material

limitations on trade.

These measures have resulted in work stoppages, absenteeism in the Company’s labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future developments.

These developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of the outbreak and the actions required to contain the coronavirus

or treat its impact.

In particular, the spread of the coronavirus globally could adversely impact our operations and workforce, including

our marketing and sales activities and ability to raise additional capital, which could harm our business, financial condition, and operation

Ukraine-Russia

geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine.

The war between the

two countries continues to evolve as military activity continues.

The United States and certain European countries have imposed additional

sanctions on Russia and specific individuals.

By the end of August 2022, the Company closed its technical support and development office

We relocated our personnel to Turkey, currently considered a neutral zone.

No individual associated with the Company is banned

or under Special Designated Nationals and Blocked Person list.

If the military activities worsen and expand in Europe, we may relocate

our office from Turkey to other neutral zones in Asia.

If we cannot relocate our technical and development operations to a safer zone,

it may impact our software development capabilities and negatively impact the Company’s business plans.

of the date of this report, there has been no disruption in our operations.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

20 unchanged sentences

original maturities.

The Company maintains its cash balances at a single financial institution.

The balances do not exceed Federal Deposit

Insurance Corporation (FDIC) limits as of December 31, 2022.

On December 31, 2022, and 2021, the Company had $ 264,829 and $ 93,546 cash

and cash equivalent held at the financial institution.

2 – Summary of Significant Accounting Policies (continued)

Receivable primarily represents the amount due from ten (10) customers.

In some cases, the customer receivables are due immediately on

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.

31, 2025, and 2024, the Company had $ 17,669,749 and $ 25,376,957 cash and cash equivalents held at the financial institution.

Receivable mainly represent amounts owed by four (4) technology customers.

In some cases, the customer receivables are due immediately

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

4 unchanged sentences

off at the point when they are considered uncollectible.

December 31, 2022, and 2021, the Management determined that the allowance for doubtful accounts was $ 137,371 and $ 117,487 , respectively.

The fiscal year’s bad debt expense ended December 31, 2022, and 2021 was $ 19,884 and $ 21,526 , respectively.

Marketing, and Advertising

Company recognizes sales, marketing, and advertising expenses when incurred.

Company incurred $ 382,864 and $ 648,833 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal

year ending December 31, 2022, and 2021 respectively.

The sales and marketing cost mainly included travel costs for stock-based compensation

for marketing consultants, tradeshows, customer meet and greet, online marketing on industry websites, press releases, and public relations

The sales, marketing, and advertising expenses represented 5.93 % and 141.77 % of the fiscal year’s sales ended December

31, 2022, and 2021.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers.

12 unchanged sentences

the revenue when, or as, the Company satisfies a performance obligation.

2 - Summary of Significant Accounting Policies (continued)

Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019.

presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following

In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options,

licensing, and other topics.

The Company considers revenue collectability, methods for measuring progress toward complete satisfaction

of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer

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.

Company accounts for a contract when it and the customer (‘parties’) have approved the agreement and are committed to fulfilling

their obligations.

Company accounts for a contract when it and the customer (parties) have approved the agreement and are committed to fulfilling their

Each party can identify its rights, obligations, and payment terms;

the contract has commercial substance.

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 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.

6 unchanged sentences

changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or implied by the

The Company assumed a contract modification by oral agreement or implied by the

customer’s customary business practice when agreed in writing.

8 unchanged sentences

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

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.

2 - Summary of Significant Accounting Policies (continued)

January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions,

and customized software development.

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.

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 consideration outlined in an arrangement or contract

We measure revenue based on the considerations outlined in an arrangement or contract

with a customer.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company’s typical performance obligations include the following:

1 unchanged sentence

Performance Obligation is Typically Satisfied

related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto

Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations.

related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity

solutions and lead generations.

Company recognizes the consulting revenues when the customer receives services over the contract length.

2 unchanged sentences

of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine,

Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions.

Digital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions.

Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made

3 unchanged sentences

Licensing agreements

do not provide customers the right to take possession of the software.

do not provide customers with the right to take possession of the software.

The Company charges the customers a set-up fee for installing

7 unchanged sentences

those amounts to which the Company has rights under the present contract.

For example, if the Company enters into a contract with a customer

with an original term of one year and expects the customer to renew for a second year, the Company would 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.

allocate the transaction price, the Company gives an amount that best represents the consideration that the entity expects to receive

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.

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 relative standalone selling price basis to meet the allocation objective.

identified in the contract on a relatively standalone selling price basis to meet the allocation objective.

In determining the standalone

4 unchanged sentences

services when sold separately.

Company recognizes revenue when or as it transfers the promised goods or services in the contract.

Company recognizes revenue when or as it transfers the promised goods or services into the contract.

The Company considers the “transfers”

6 unchanged sentences

to services that the Company will provide more than one year into the future as a non-current liability.

the period ending December 31, 2019, the Company’s two primary revenue streams accounted for under ASC 606 follows:

Company entered into a definitive asset purchase agreement on July 19, 2017, to sell the code, installation, and future development for

two hundred and fifty thousand ($ 250,000 ) dollars.

The first part was the sale of source code and installation.

The second part consisted

of the future development of the Platform, which is not essential to the functionality of the Platform, as third parties or customer(s)

themselves can perform these services.

By December 31, 2017, the Company has received two installments totaling one hundred and sixty

thousand ($ 160,000 ) dollars for the source code and successful platform installation.

The Company has recognized revenue of $ 160,000

for the fiscal year ending December 31, 2017.

On December 31, 2019, the Company wrote off a software development revenue equaling $ 18,675

for the fiscal year ending December 31, 2017, for accounts receivable, over ninety days.

However, in August 2018, the Company signed

the second amendment to the asset purchase agreement.

The purchaser issued to the Company seventeen thousand, seven hundred and fifty

dollars ($ 17,750 ) as a complete and final settlement of all past delivered services.

The Company received the funds in September 2018.

On September 4, 2018, the Company signed the Second Amendment Agreement (‘Second Amendment’) to continue the asset purchase

The Company signed the First Amendment Agreement signed on July 19, 2017, and August 1, 2017, between the Company and the

Under the Second Amendment, the Company received $ 80,000 as the second part sold source code in four equal installments of

$ 20,000 each.

The Company received payments by May 5, 2019.

to the Second Amendment, the Company identifies two primary ongoing performance obligations in the contract for the following development

services of the Platform:

Customized developments, and

Software updates.

Company receives $75 per hour for the first 100 hours/month of approved development services and $45 per hour for all services over 100

hours per month.

The Company invoices the Customer for all development services rendered, and any cash received for the development services

is non-refundable.

February 5, 2018 (‘Effective Date’), the Company signed an IT support and maintenance agreement (‘IT Agreement’)

with an FX/OTC broker (‘FX Broker’) regulated by the Malta Financial Services Authority.

The Company earns a recurring monthly

payment from the FX Broker for delivering IT support and maintenance services (‘Services’) to FX Broker’s legacy technology

infrastructure.

The term of this Agreement commenced on the Effective Date and shall continue until terminated by either party either

for cause, bankruptcy, and other default clauses.

The Company completes and satisfies its performance obligation upon accomplishing all

support and maintenance activities every month.

The Company invoices the FX Broker at the beginning of the month for services performed,

delivered, and accepted for the prior month.

At the time of the invoice, the Company renders all Services, and any cash received for

Services is non-refundable.

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, equal to the invoice amount.

The Company recognizes the revenue at the end of each month as equal to the invoice amount.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue

from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities.

is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia.

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.

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.

performance obligation is a promise in a contract to transfer a distinct good or service to the Customer.

For ADS, performance obligations

ongoing financial advisory services,

statements of advice,

portfolio rebalancing,

the purchase of insurance products, and

other specialized financial and estate planning services.

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.

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

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.

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.

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.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Brokerage

Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets in

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.

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.

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.

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.

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.

Company does not assume any market-making risk concerning customer trades in this business.

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.

record interest revenue and interest expense when they are earned and incurred, respectively.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations

of Credit Risk

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of

original maturities.

The Company maintains its cash balances at a single financial institution.

The balances do not exceed Federal Deposit

Insurance Corporation (FDIC) limits as of December 31, 2021.

On December 31, 2022, and 2021, the Company had $ 264,829 and $ 93,546 cash

and cash equivalent held at the financial institution.

the fiscal year ending December 31, 2022, and 2021, the Company had ten (10) and eight (8) active customers.

Revenues generated from

the top three (3) customers represented approximately 81.01 % and 52.98 % of total revenue for the fiscal year ending December 31, 2022,

and 2021 respectively.

December 31, 2022, and 2021, the company’s top four (4) customers comprise roughly 89.85 % and 100.00 % of total A/R, respectively.

The loss of any of the top four (4) customers would significantly impact the Company’s operations.

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.

US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

As of December 31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries.

December 31, 2025, and 2024, the Company had $ 17,669,749

and $ 25,376,957

cash and cash equivalents held at the financial institution, out of which $ 15,258,896 and $ 12,658,241 were held at various liquidity

revenues are comprised of three main business segments:

Investment and Brokerage, Wealth Management, and Technology and Software Development.

For the fiscal year ended December 31, 2025, and 2024, the Company generated $ 34,959,399 and $ 26,943,718 in revenues, an increase of

over 29.8% from the previous year, mainly due to an increase in margin brokerage and technology business.

December 31, 2025, and 2024, the accounts receivable were $ 188,415 and $ 25,000 .

At December 31, 2025, and 2024, the Management determined

that the allowance for doubtful accounts was $ 22,382 and $ 22,382 , respectively.

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

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 .

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 .

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

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.

the Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90 % of AML

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.

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.

Closing Acquisition Consideration Breakdown

B Preferred convertible stock Issued for Purchase of APL and AML

OF ACQUISITION CONSIDERATION BREAKDOWN

Financial Assets

1,362,594 (1)

2,351,192 (2)

of June 30, 2022, £1 = $ 1.2165 , Net Financial Assets based on June 30, 2022, audited financial statements

of November 30, 2022, €1 EUR = $ 1.042 , Net Financial Assets based on November 30, 2022, audited financial statements

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

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

The reporting entity remains the Company.

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.

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

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.

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.

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.

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.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Purchase Price Allocation

Balance Sheet as of November 30, 2023 (Acquisition Date):

SCHEDULE OF PURCHASE PRICE ALLOCATION

Cash and cash

equivalents (1)

Financial Assets through

profit and less (2)

Related party guarantee

Accrued income

Tax receivable (4)

Capitalized software, net

Accounts Payable (6)

Financial liability at

fair value through profit and loss (7)

Current liabilities - Creditors (11)

Related party advances

Customer funds (8)

tax liabilities (9)

Net assets, (A)

Accumulated other

comprehensive income (loss), (B)

Purchase Price, 833,621

Series B Preferred Stock valued at $ 1.41 , (C)

Increase in APIC

(A) – (B) – (C)

Purchase Price Allocation

Balance Sheet as of November 30, 2023 (Acquisition Date):

Cash and cash

equivalents, including cash at liquidity provider (1)

Fixed assets (2)

Deferred Tax (9)

Current liabilities - Creditors

Customer funds (8)

Related party advances

Net assets (A)

Accumulated other

comprehensive income (loss), (B)

Purchase Price, 966,379

Series B Preferred Stock valued at $ 1.41 , (C)

Increase in APIC

(A) – (B) – (C)

$ ( 2,276,019 )

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.

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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

provided by Alchemy BVI as a parent to AML for any shortfall in the net capital.

overpaid tax to Commissioner Tax Revenue, Malta.

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.

depreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated

useful lives.

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.

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

net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities.

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

However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill;

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.

borrowings are primarily composed of lines of credit and short-term loans from financial institutions.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company completed the Acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd (“AIL”) on October

29, 2025 (“Acquisition Date”), from SYNC Capital Limited (“Seller”), a UK entity, through a cash payment of $ 2,000,000

(the “Consideration”).

The remaining 0.1% of AIL’s shares were retained by a minority interest, resulting in a Non-Controlling

Interest (“NCI”) of 0.1%.

Seller, SYNC Capital Limited, is wholly owned by Mr.

Kundnani (“Kundnani”).

Prior to the Acquisition, Kundnani held

99.9 % of AIL’s 50,000 issued shares, comprising 35,000 shares through SYNC Capital Limited and 14,950 shares held personally.

is also a controlling shareholder of the Company, a related party.

The Acquisition was subject to regulatory approval by the UK Financial

Conduct Authority (“FCA”), which was received on October 29, 2025, constituting the effective Acquisition Date for accounting

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”),

and was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates

recused, in compliance with SPA Section 10.6.

ASC 805-50-15-6, and consistent with the accounting treatment applied to the prior acquisitions of APL and AML, the Company has determined

that the Acquisition of AIL constitutes a transaction between entities under common control.

Both AIL (through SYNC Capital Limited)

and the Company were, immediately before and after the transaction, controlled by the same individual — Kundnani — who holds

more than 50 % of the voting ownership interest of each entity, thereby satisfying the common control criteria established in EITF 02-5.

ASC 805-20 (the acquisition method) does not apply.

the Company has accounted for the Acquisition under ASC 805-50-30-5.

All assets and liabilities of AIL have been recognized at their

historical carrying amounts as of the Acquisition Date (proxied at October 31, 2025, per the nearest available management accounts).

No fair value adjustments have been made, no purchase price allocation has been performed, and no goodwill or bargain purchase gain has

been recognized in the consolidated income statement.

difference between the Consideration paid ($ 2,000,000 ) and the net book value of AIL attributable to the Company at the Acquisition Date

represents a capital contribution by Kundnani to the Company.

This amount has been credited to Additional Paid-In Capital (“APIC”)

in the Company’s consolidated equity.

The APIC credit is calculated as follows:

OF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION

100% Net Book Value of AIL at October 31, 2025

Consideration paid (per SPA)

( 2,000,000 )

Non-Controlling

Interest ( 0.1 % of Net Book Value)

– Capital Contribution from Controlling Shareholder

Company has recognized NCI at $ 10,944 , representing 0.1 % of AIL’s net book value at the Acquisition Date.

The post-acquisition

consolidation process eliminates intercompany transactions and balances between the Company and AIL.

Only results from the Acquisition

Date (October 29, 2025) through December 31, 2025 are included in the Company’s consolidated income statement for the year ended

December 31, 2025.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FSA SD136 regulatory license held by AIL has not been separately recognized as an intangible asset, as it was not previously recorded

on AIL’s books and ASC 805-50 does not require or permit the recognition of assets not already carried by the transferring entity.

Purchase Price Allocation

Balance Sheet as of October 31, 2025 (proxied Acquisition Date):

OF AIL’s BALANCE SHEETS

Plant and Machinery, net (1)

Liquidity Provider Accounts, net (2)

C/A – Alchemy Capital Markets Ltd (3)

C/A – Alchemy Markets EU (4)

Net Intercompany Receivables (5)

Rebates Receivable

Payment Gateways (6)

Other Debtors, Prepayments, and Deposits

Cash at Banks

Total assets:

Trade Creditors

Client Money Liabilities – Retail (7)

Client Money Liabilities – TTCA (7)

C/A – Shareholders

C/A – Intercompany (payable)

C/A – Alchemy DMCC (8)

Other Payables, Rebates,

Accruals, and Sundry

Net assets (A)

Non-Controlling Interest, 0.1 % of Net Assets

Consideration paid, $ 2,000,000

– Capital Contribution (A) – (B) – (C)

and machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition

No fair value adjustment has been applied.

provider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading

account receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational

balances at book value.

account receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at

intercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and

eliminated upon consolidation.

held with payment gateway providers representing client deposits and settlement amounts in transit.

money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities.

client funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements.

account payable to Alchemy DMCC, a related-party affiliate.

This balance is included in the Company’s consolidated related-party

As of December 31, 2025, this balance had increased to $ 25,611,280 .

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and Development (R and D) Cost

Company acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D

expenditures.

The GAAP accounting standards require us to expense all research and development expenditures as incurred.

For the fiscal

year ending December 31, 2022, and 2021, the Company incurred $ 1,800 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.

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.

Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred.

6 unchanged sentences

as expenses when incurred.

The Company is currently not involved in any litigation.

Company and its subsidiaries are involved in the following legal proceedings:

Alkoby, et al.

action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024.

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that FDCTech purchased

in June 2023.

Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money laundering

deficiencies and was fined by the Financial Intelligence Analysis Unit.

external audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in the

net capital of the company being lower than disclosed during negotiations.

Based on these findings, FDCTech withheld the final payment

to the sellers.

claimants are seeking approximately $ 1.02 million in amounts they allege are owing under the Share Sale Agreement, which they are seeking

to rectify to make it legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective

and unenforceable and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission

to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, which

was served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, at which directions will be given to

the trial, which will take place during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

action is pending in the Superior Court of California, County of Orange.

FDCTech alleges that the defendants, through their websites

Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,

illegal conduct, and regulatory violations.

The Company claims these statements have caused significant reputational and financial harm,

including lost business opportunities.

FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment

for the removal of defamatory content.

complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief.

The complaint was filed in 2025 but had not yet been served as of December 31, 2025.

A hearing took place on December 15, 2025, at the

Company’s motion.

Following the hearing, the court instructed FDCTech to conduct an investigation as to the beneficial

owner of Intelligenceline.com.

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

Unit (FIAU) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

(formerly NSFX Limited),

a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019.

The examination

occurred approximately four years prior to the decision and under a different ownership and control of the subsidiary.

Company filed this appeal on October 19, 2023, challenging the decision-making process that led to the imposition of the penalty as well

as the law on which it was based, asserting that the penalty is arbitrary and excessive, and claiming that certain aspects of the decision

are unfounded both by law and in fact.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed by

The case is in the evidentiary production stage pertaining to the Company as appellant.

On October 24, 2025, a hearing was held

for the Company to continue presenting evidence.

The Court scheduled an additional hearing for the FIAU to cross-examine the Company’s

witnesses for February 2, 2026, to be heard before Madam Justice Rachel Montebello, following which the matter will be adjourned for

final legal submissions.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same

September 23, 2023, FIAU decision described above.

The Company filed this application on April 2, 2024, challenging:

(i) the composition

of the FIAU and its enabling law;

(ii) the decision-making processes which allegedly breach the Company’s fundamental human right

to a fair hearing;

and (iii) that given the penal nature of the penalty, in breach of the Constitution of Malta, the Company was not

adjudged by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim.

The First Hall

Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties being imposed by the FIAU

are more akin to a penal sanction and that, therefore, subject persons should be afforded the full rights afforded to an accused under

criminal law and has consistently quashed FIAU decisions on this basis.

While these judgments are, in most part, subject to further appeal

before the Constitutional Court of Appeal and have, in two instances, been overturned by the Constitutional Court of Appeal, the Company

considers that the principles underpinning such previous judgments are applicable to the Company.

The case remains pending as of January

the next hearing in the matter is set for January 28, 2026.

Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously.

However, litigation

is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

of Long-Lived Assets

3 unchanged sentences

An impairment charge

is recognized if and when the asset’s carrying value exceeds the fair value.

There are no impairment charges for the fiscal year

ending December 31, 2022, and 2021.

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.

for Income Taxes

15 unchanged sentences

in the next twelve (12) months.

2 - Summary of Significant Accounting Policies (continued)

Development Costs

ASC 985-20, Software development costs, including costs to develop software sold, leased, or otherwise marketed, are capitalized after

establishing technological feasibility, if significant.

The Company amortizes the capitalized software development costs using the straight-line

amortization method over the application software’s estimated useful life.

By the end of February 2016, the Company completed the

technical feasibility of the Condor FX Back Office, Condor Pro Multi-Asset Trading Platform Version, and Condor Pricing Engine.

established the technical feasibility of the Crypto Web Trader Platform in February 2018.

The Company completed the technical feasibility

of the Condor Investing and Trading App in January 2021.

Company estimates the useful life of the software to be three ( 3 ) years.

expenses were $ 159,051 and $ 274,462 for the fiscal year ending December 31, 2022, and 2021 respectively, and the Company classifies such

cost as the Cost of Sales.

Company is developing the Condor Investing and Trading App and NFT Marketplace.

The Company is currently capitalizing on the costs associated

with the development.

The R and D costs in the period ending September 30, 2022, were due to evaluating the technological feasibility

costs of the Robo Advice Platform.

The R and D costs in the period ending December 31, 2022, were due to evaluating the technological

feasibility costs of the Condor Investing and Trading App.

Company capitalizes major costs incurred during the application development stage for internal-use software.

cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible

debt instruments (this includes certain convertible preferred stock that is classified as a liability) to determine whether the conversion

feature should be recognized as a separate component of equity.

The cash conversion guidance applies to all convertible debt instruments

that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and

separately accounted for pursuant to ASC 815.

the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized

as a beneficial conversion feature (“BCF”).

The Company records BCF as a debt discount pursuant to ASC Topic 470-20, Debt

with Conversion and Other Options.

In those circumstances, the convertible debt is recorded net of the discount related to the BCF.

Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

of December 31, 2020, the conversion features of conventional FRH Group convertible notes dated February 22, 2016, May 16, 2016, November

17, 2016, and April 24, 2017 (See Note 8) provide for a rate of conversion where the conversion price is below the market value.

result, the conversion feature on all FRH Group convertible notes has a beneficial conversion feature (“BCF”) to the extent

of the price difference.

the Company and FRH Group extended the maturity date of the four (4) tranches of convertible notes to June 30, 2021, Management analyzed

the fair value of the BCF on these tranches.

The Company noted that the value of the BCF for each note was insignificant;

not record debt discounts as of December 31, 2020.

FRH Group convertible note dated April 24, 2017, the stock’s value at the issuance date was above the floor conversion price;

feature is characterized as a beneficial conversion feature (“BCF”).

The Company records a BCF as a debt discount pursuant

to ASC Topic 470-20, “Debt with Conversion and Other Options.” As a result, the convertible debt is recorded net of the discount

related to the BCF.

As of December 31, 2017, the Company has amortized the discount of $ 97,996 to interest expense at the issuance date

because the debt is convertible.

$ 97,996 amount is equal to the intrinsic value, and the Company allocated it to additional paid-in capital in 2017.

Company accounts for software development costs in accordance with ASC 985-20 and ASC 350-40.

Costs incurred after the establishment

of technological feasibility, or during the application development stage for internal-use software, are capitalized and amortized on

a straight-line basis over the estimated useful life of three ( 3 ) years.

Costs incurred prior to establishing technological feasibility

are expensed as incurred.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company accounts for convertible instruments in accordance with ASC 470-20, Debt with Conversion and Other Options, as amended by ASU

2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s

Own Equity (Subtopic 815-40).

Under ASU 2020-06, the cash conversion model and the beneficial conversion feature model have been eliminated

for convertible instruments.

Accordingly, convertible instruments are accounted for as a single unit unless a conversion feature meets

the conditions for bifurcation as a derivative under ASC 815.

preferred stock is evaluated at issuance to determine whether it should be classified as equity or as a liability in accordance with

ASC 480, Distinguishing Liabilities from Equity.

Instruments that are mandatorily redeemable or that embody an unconditional obligation

to transfer assets are classified as liabilities;

all others are classified as equity.

Company’s Series B preferred convertible stock is classified as equity.

No convertible debt instruments were outstanding as of

December 31, 2025, and 2024.

There were no amortization charges related to debt discounts or beneficial conversion features for the fiscal

years ended December 31, 2025, and 2024.

Currency Translation and Re-measurement

Company translates its foreign operations to US dollars following ASC 830, “ Foreign Currency Matters .”

have translated the local currency of ADS and NSFX in the Australian Dollar (“AUD”) and Euro Dollar (“EUR”),

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

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:

1 unchanged sentence

OF EXCHANGE RATE

December 31, 2022

exchange rate for the period:

Company ADS’ functional currency is AUD, and the reporting currency is the US dollar.

The Company NSFX’s functional

currency is EUR, and its reporting currency is the US dollar.

Foreign currency exchange rate, translation

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.

Company translates its records into USD as follows:

2 unchanged sentences

and expense items at the average rate of exchange prevailing during the period

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company uses current market values to recognize certain assets and liabilities at a fair value.

21 unchanged sentences

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

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, 2022, and 2021, the Company had 158,048,019 and 86,063,490 weighted average basic and dilutive shares

issued and outstanding, respectively.

On December 31, 2020, the Company had 20,000,000 million

potentially dilutive shares related to four (4) outstanding FRH Group convertible notes, which were excluded from the diluted net

loss per share as the effects would have been anti-dilutive.

the period ended December 31, 2022, and 2021, common stock equivalents were anti-dilutive due to a net loss.

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.

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.

2 - Summary of Significant Accounting Policies (continued)

Reclassifications

3 unchanged sentences

Accounting Pronouncements

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.

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.

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.

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

Certain amendments are to be applied prospectively, while others are to be applied retrospectively.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced disclosures about a reporting entity’s effective

tax rate and its income taxes paid (refunded).

ASU 2023-09 is effective for public business entities for annual periods beginning after

December 15, 2024.

The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis.

The adoption expanded the Company’s

income tax disclosures as reflected in Note 13, Income Taxes , and did not affect the Company’s consolidated financial position,

results of operations, or cash flows.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock

Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards , to provide guidance on how entities should determine

the appropriate accounting treatment for the issuance of profits interest units and similar types of awards.

The ASU is effective for

public business entities for interim and annual periods for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2024-01

effective January 1, 2025.

The adoption did not have a material impact on the Company’s consolidated financial statements because

the Company has not issued profits interest or similar awards.

In March 2024, the FASB issued ASU 2024-02, Codification

Improvements—Amendments to Remove References to the Concept Statements , which removes various references to the FASB’s

Concepts Statements from the Codification.

The amendments are effective for public business entities for fiscal years beginning after

December 15, 2024.

The Company adopted ASU 2024-02 effective January 1, 2025, and the adoption did not have a material impact on the Company’s

consolidated financial statements.

December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets , which is effective for all entities for fiscal years beginning after December

15, 2024, including interim periods within those fiscal years.

The Company adopted ASU 2023-08 effective January 1, 2025.

adoption did not have a material impact on the Company’s consolidated financial statements because the Company does not hold

crypto assets within the scope of the ASU.

In March 2025, the FASB issued ASU 2025-02, Liabilities

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122 , which removed Codification references

related to SAB 121 following its rescission by SAB 122.

The amendments were effective upon issuance on a fully retrospective basis to

annual periods beginning after December 15, 2024.

The Company adopted ASU 2025-02 during 2025, and the adoption did not have a material

impact on the Company’s consolidated financial statements because the Company does not safeguard crypto assets for platform users.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting

Pronouncements Not Yet Adopted

In November 2024, the FASB issued

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses, which requires public business entities to disclose, in tabular format, disaggregated information about

specified categories of expenses, along with a qualitative reconciliation to the captions on the face of the financial statements.

January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for public business entities for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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 $ 2,646,615 .

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 its carrying value.

The Company did not record impairment for the fiscal year ending December 31, 2022.

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.

adoption is permitted, but no earlier than 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.

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.

The Company is evaluating the effect that ASU 2024-03, as clarified by ASU 2025-01, will have on its disclosures and does not expect the

ASU to affect its consolidated financial position, results of operations, or cash flows.

In November 2024, the FASB issued

ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments,

which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as

an induced conversion.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim

reporting periods within those annual reporting periods.

The Company is evaluating the impact of ASU 2024-04 and does not expect the adoption

to have a material impact on its consolidated financial statements.

In May 2025, the FASB issued

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of

a Variable Interest Entity, which is effective for fiscal years beginning after December 15, 2026, including interim periods within those

fiscal years.

Early adoption is permitted.

The Company is evaluating the impact of ASU 2025-03 on its consolidated financial statements.

In July 2025, the FASB issued

ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to

Share-Based Consideration Payable to a Customer, which is effective for fiscal years beginning after December 15, 2026, including interim

periods within those fiscal years.

Early adoption is permitted.

The Company does not currently have share-based consideration payable

to customers within the scope of the ASU and does not expect adoption to have a material impact on its consolidated financial statements.

In September 2025, the FASB

issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting

for Internal-Use Software, which modernizes the recognition guidance for internal-use software costs by removing references to project-stage

concepts and providing updated capitalization guidance.

The Company is evaluating the impact of ASU 2025-06 on its capitalization policies

for internally developed software and related disclosures.

In December 2025, the FASB issued

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which improves the navigability of ASC 270 and clarifies when it

Early adoption is permitted and the ASU permits retrospective or prospective transition.

The Company is evaluating the impact

of ASU 2025-11 on its interim disclosures.

In December 2025, the FASB issued

ASU 2025-12, Codification Improvements, which includes 33 targeted improvements to U.S.

GAAP across multiple topics, including clarifications

to diluted earnings per share calculations when a loss from continuing operations exists.

The Company is evaluating the impact of ASU

2025-12 on its consolidated financial statements and disclosures.

Other accounting pronouncements issued but not yet

effective are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or

MANAGEMENT’S PLANS

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

At December 31, 2022, and 2021, the accumulated deficit was

$ 4,335,053 and $ 3,230,679 , respectively.

At December 31, 2022, and 2021, the working capital surplus and the deficit were $ 541,359

and $ 199,132 , respectively.

The increase in the working capital surplus was mainly due to the acquisition of NSFX, resulting in the increase

of current assets over current liabilities as of December 31, 2022.

the fiscal year ending December 31, 2022, and 2021, the Company incurred a net profit and a net loss of $ 1,104,374 and $ 1,736,695 .

its inception, the Company has sustained recurring losses and negative cash flows from operations.

As of December 31, 2022, the Company

had $ 264,829 cash.

The Management believes that future cash flows may not be sufficient for the Company to meet its debt obligations

as they become due in the ordinary course of business for twelve (12) months following December 31, 2022.

For the fiscal year ending

December 31, 2022, and 2021, the Company has earned increased revenues year-over-year and decreased operating expenses as a percentage

of total revenue.

As a result, the Company continues to experience limited cash flows from operations and the ongoing requirement for

substantial additional capital investment to develop its financial technologies.

The Management expects that it will need to raise significant

additional capital to accomplish its growth plan over the next twelve (12) months.

The Management expects to seek to obtain additional

funding through private equity or public markets.

However, there can be no assurance about the availability or terms such as financing

and capital might be available.

Company’s ability to continue as a going concern may depend on the Management’s plans discussed below.

The consolidated financial

statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification

of liabilities that might be necessary should the Company cannot continue as a going concern.

the extent the Company’s operations are insufficient to fund the Company’s capital requirements, the Management may attempt

to enter into a revolving loan agreement with financial institutions or raise capital through the sale of additional capital stock or

issuance of debt.

Management intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash

flow positive, and raise funds through private placement offerings and debt financing.

See Note 8 for Notes Payable.

As the Company increases

its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2022.

The Company has prepared its consolidated financial statements on a

going concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business.

The Company has historically reported accumulated deficits;

however, as described below, Management believes that the Company’s

financial position and operating trajectory as of December 31, 2025, substantially reduces, and may eliminate, the conditions that previously

gave rise to substantial doubt about the Company’s ability to continue as a going concern.

prior periods, the Company reported recurring net losses from operations and an accumulated deficit that raised substantial doubt about

its ability to continue as a going concern.

As of December 31, 2024 (as restated), the Company reported an accumulated deficit of $ 2,662,428 ,

cash of $ 25,376,957 , out of which $ 12,658,241 held at liquidity providers, and a working capital surplus of $ 853,533 .

Net loss attributable to FDCTech’s shareholders for the year

ended December 31, 2024 (as restated) was $ 18,781 .

the fiscal year ended December 31, 2025, the Company achieved significant improvement across all key financial metrics.

generated total consolidated revenues of $ 34,959,399 ,

representing an increase of approximately 29.8% over the prior year, driven by full-year contributions from Alchemy Markets Ltd.

(AML) and Alchemy Prime Ltd.

(APL), as well as the post-acquisition contribution of Alchemy International Ltd.

(AIL) from October

29, 2025, through December 31, 2025.

The consolidated net income attributable to the Company’s shareholders for the year ended

December 31, 2025, was $ 5,783,223 .

As of December

31, 2025, cash and cash equivalents were $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus was $ 14,883,171 ,

and the accumulated deficit was fully eliminated, resulting in an accumulated surplus of $ 3,120,795 .

MANAGEMENT’S PLANS (continued)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned

entity of Mr.

The consideration was $ 2,000,000 cash.

AIL was immediately earnings-accretive and contributed net income

of approximately $ 6,276,000 attributable to the Company’s shareholders for the period from the Acquisition Date through December

The AIL acquisition expands the Company’s global regulatory footprint and significantly enhances its capacity to serve

offshore brokerages, high-frequency traders, and institutional clients.

response to the conditions described above and to support the Company’s continued growth, Management has implemented and continues

to pursue the following plans:

and Sustained Profitability.

The Company returned to profitability in fiscal year 2025, generating Net income (loss)

attributable to FDCTech’s shareholders of $ 5,783,223

for the year ended December 31, 2025, compared to a loss of $ 18,781

for the year ended December 31, 2024 (as restated).

The Company also eliminated its accumulated deficit entirely, reporting an

accumulated surplus of $ 3,120,795

as of December 31, 2025.

Management’s focus on operating leverage, disciplined cost management, and integration of acquired

entities has produced measurable results.

Management intends to sustain and grow profitability through the continued execution of

its diversified financial services platform.

Diversification and Segment Growth.

The Company operates across three segments — Investment and Brokerage, Wealth Management,

and Technology and Software Development.

Total revenues for the year ended December 31, 2025, were $ 34,959,399 , an increase of approximately

29.8 % from $ 26,943,718 in the prior year (as restated).

Technology and software revenues grew to $ 5,099,187 , an increase of 210.5 % from

$ 1,642,130 in the prior year.

Management expects continued growth in the Technology segment, driven by expanded licensing of the proprietary

Condor Trading Platform and the commercialization of the Condor Investing and Trading App.

Acquisitions and Global Expansion.

The Company’s growth strategy centers on acquiring and scaling small to mid-size legacy

financial services companies with complementary regulatory licenses and client bases.

In addition to the AIL acquisition completed in

October 2025, the Company announced the acquisition of Alchemy Global to expand its market presence in the Middle East and Asia, and

is advancing its acquisition of Steven AB (trading as Xoala), a Swedish-registered investment firm.

These acquisitions expand the Company’s

regulatory footprint and diversify its revenue base across multiple jurisdictions.

The Company’s subsidiary Alchemy Markets Ltd.

received authorization from the Malta Financial Services Authority

(MFSA) to offer equities and money market securities, significantly broadening its product offering to clients.

The Company has also

expanded its physical presence with new offices in Cyprus, Malta, and the United Kingdom, reinforcing its commitment to regulated, multi-jurisdictional

to a Senior National Securities Exchange.

In February 2025, the Company announced its intention to apply for uplisting to a senior

national securities exchange, such as the Nasdaq Capital Market or the New York Stock Exchange.

The Company has engaged Lucosky Brookman

LLP as legal counsel and E.F.

LLC as financial advisor to assist with capital markets strategy, financing opportunities,

and the uplisting process.

Shareholders have approved an increase in authorized common stock from 500 million to 750 million shares and

authorized the Board of Directors to implement a reverse stock split within a ratio of not less than 1-for-10 and not more than 1-for-100

at any time prior to June 30, 2026, providing flexibility to meet exchange listing standards.

Management believes uplisting will enhance

liquidity, expand the Company’s institutional investor base, and provide greater access to capital markets.

In September 2025, the Company engaged ThinkEquity LLC (“ThinkEquity”) to act as the sole book-runner

for the firm commitment underwriting of the proposed registered public offering (the “Offering”) of common stock (the “Common

Stock”) by FDCTech, Inc.

(collectively, with its subsidiaries and affiliates, the “Company”).

The Offering will consist

of the sale of approximately $ 20 million worth of Common Stock of the Company (the shares of Common Stock to be sold in the Offering are

hereinafter referred to collectively as the “Shares”).

Markets and Balance Sheet Strength.

As of December 31, 2025, the Company maintained cash of $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus of $ 14,883,171 , and total

stockholders’ equity of $ 22,377,274 ,

providing adequate liquidity to fund operations, service obligations, and pursue continued growth initiatives.

The Company’s

capital structure reflects the Series A and Series B preferred convertible stock issued in connection with prior financing and

acquisition transactions, both classified as equity.

Management does not anticipate a need for emergency financing to sustain

operations in the near term.

Registration Statement.

In connection with the planned uplisting, the Company intends to file an S-1 registration statement with

the Securities and Exchange Commission.

The Company’s audited financial statements for AIL for the relevant periods, pro-forma

financial information under Article 11 of Regulation S-X, and related-party transaction disclosures required under Regulation S-K Item

404 will be included as required by applicable SEC rules.

on the foregoing, including the Company’s elimination of its accumulated deficit, its return to profitability in fiscal year 2025,

its strong cash and working capital position as of December 31, 2025, the earnings-accretive contribution of AIL, and Management’s

active plans for continued operational and strategic growth, Management believes that the Company has sufficient resources to continue

as a going concern for at least twelve months from the date these financial statements are issued.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this assessment.

Management will continue to monitor conditions

and update its plans as circumstances evolve.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

April 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co.

(“Olayinka”) as its independent

registered public accounting firm, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group.

Company engaged LAO Professionals (PCAOB Firm ID:

7057) as its successor independent auditor, effective on the same date.

part of the auditor transition, LAO Professionals conducted a reaudit of the Company’s consolidated financial statements for the

fiscal year ended December 31, 2024 (previously audited by Olayinka and filed with the SEC on March 3, 2025).

The reaudit identified

two adjustments to the previously reported figures.

Accordingly, the Company has restated its consolidated balance sheet as of December

31, 2024, and its consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year

Investors should not rely upon the financial statements as presented in the Annual Report on Form 10-K for the year ended

December 31, 2024, as originally filed.

of Restatement Adjustments

A — Correction of General and Administrative Expense ($ 44,058 )

reaudit identified $ 44,058 of general and administrative expenses that had been omitted from the previously reported consolidated statement

of operations for the year ended December 31, 2024.

The corresponding entry reduces cash by $ 44,058 .

This correction increases general

and administrative expense by $ 44,058 , reduces net income by $ 44,058 , increases the accumulated deficit by $ 44,058 , and reduces Net income (loss) attributable to the Company shareholders from $ 80,027 to a loss of $18,781 .

Working capital is reduced by $ 44,058 attributable to this adjustment.

B — Reclassification of Client Funds of Alchemy Prime Limited, APL, from Alchemy Markets Ltd., AML Cash ($ 3,500,000 )

funds aggregating $ 3,500,000 belonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd.

(designated as the liquidity provider account) were identified as having been recorded within AML’s general cash balance rather

than as a separately designated client funds account.

Client monies held on behalf of third parties are required to be presented as restricted

or segregated funds, with corresponding client funds payable recognized, consistent with applicable regulatory requirements and with

ASC 942-305, Financial Services – Depository and Lending.

This reclassification transfers the balance from AML’s unrestricted

cash to a client funds account, reflecting the substance of the arrangement whereby AML holds these funds as custodian on behalf of APL’s

The adjustment has no effect on consolidated net income or total stockholders’ equity;

however, it reduces unrestricted

cash and correspondingly increases the client funds asset balance within the consolidated balance sheet.

C — Reclassification of External Third-Party Assets from Alchemy Markets Ltd.

Cash on Hand ($ 3,574,201 )

totaling $ 3,574,201

(EUR 3,453,334 ) held by AML on behalf of an external third-party counterparty were identified as having been included within

AML’s cash on hand balance (Account 1028).

These assets represent funds belonging to an external party and do not constitute

assets of the Company.

Such amounts are required to be reclassified from cash on hand to a client funds or third-party custodial

asset account, with a corresponding liability recognized, to properly reflect the Company’s role as custodian of those funds.

This adjustment removes third-party assets from the Company’s cash balance and presents them within a client funds, with a corresponding recognition of amounts due to the external party.

The reclassification has no

effect on consolidated net income, net revenue, or total stockholders’ equity.

Adjustment D — Reclassification of cash

credit at various Related Parties from Cash on hand to Related party advances, APL ($ 7,713,827 )

We have corrected the classification of certain

cash credits, net of $ 7,713,827 , for various related parties to related party advances.

As a result, the Cash on hand increased by $ 7,713,827

for the fiscal year ended December 31, 2024.

E — Reclassification of Subscription Receivable from Current Asset to Contra-Equity ($ 8,200,000 )

previously filed December 31, 2024, balance sheet included a subscription receivable of $ 8,200,000 classified as a current asset, representing

amounts due from shareholders for equity instruments previously issued but not yet paid.

Under ASC 505-10-45-2, receivables arising from

the issuance of equity instruments shall be presented as a contra-equity item rather than as an asset.

Accordingly, $ 8,000,000 has been

reclassified from current assets to a contra-equity offset within stockholders’ equity, and $ 200,000 , representing proceeds from

the January 2024 cancellation of 2,000,000 shares of Series A Preferred Stock that had been credited to additional paid-in capital without

a corresponding cash receipt, has been reversed from additional paid-in capital.

This reclassification has no effect on the consolidated

statements of operations, comprehensive income, or cash flows.

F — Elimination of Intercompany Receivable Against Intercompany Payable for Alchemy Markets Limited, AML ($ 732,375 )

intercompany receivable of $ 732,375 recorded within the consolidated balance sheet as Amount Due from AML had not been properly eliminated

against the corresponding intercompany payable balance of Amount Due to AML in the consolidation process.

Under ASC 810, Consolidation,

all intercompany balances and transactions must be eliminated upon consolidation.

This adjustment eliminates the gross presentation of

an intercompany receivable and payable, both of which arose from transactions between consolidated entities.

The net effect on total

consolidated assets and total consolidated liabilities is a reduction of $ 732,375 each, with no impact on stockholders’ equity

or net income.

Adjustment G — Corrects the issuance

of 500,000 shares issued for services in October 2021($ 54,750 )

We have corrected the under issuance of 500,000

shares that should have been issued in October 2021 at $ 0.1095 per share.

The entry records the omitted share consideration at the original

transaction price.

The stock-based compensation expense is increased by $ 54,750 , with an increase in common stock and paid-in-capital

of $ 50 and $ 54,700 , respectively.

As a result, the shares issued and outstanding have increased from 390,584,729 to 391,084,729 .

H — Correction of Foreign Currency Translation Adjustment for Fiscal Year 2024 ($ 225,228 )

to the initial filing of this Annual Report on Form 10-K, and in connection with the reissuance of the Report of Independent Registered

Public Accounting Firm by LAO Professionals described in the Explanatory Note to this Amendment, the Company has further corrected the

foreign currency translation adjustment reported in the consolidated statement of comprehensive income for the fiscal year ended December

31, 2024 by $ 225,228 , from $( 72,781 ), as previously presented on a restated basis following the initial Olayinka-to-LAO reaudit reclassification

described in footnote * above, to $( 298,009 ).

Because foreign currency translation adjustments are recognized in other comprehensive

income with a corresponding offset in accumulated other comprehensive income within stockholders’ equity under ASC 830, Foreign

Currency Matters, this correction has no effect on consolidated net income, total current assets, total current liabilities, working

capital, or cash flows for the fiscal year ended December 31, 2024.

The adjustment reduces total comprehensive income for the fiscal

year ended December 31, 2024 from $ 43,042 to $ ( 316,790 ), and reduces comprehensive income attributable to FDCTech stockholders for the

same period to $ ( 339,240 ).

Adjustment H is reflected in the “Adjustment Amount” column of the “Effect of Restatement

on Consolidated Statements of Operations and Comprehensive Income” table below on a combined basis with the initial OCI reclassification

identified by the * footnote;

the resulting $ ( 244,739 ) aggregate adjustment to the OCI — foreign currency translation line and

the $( 439,129 ) aggregate adjustment to the Total comprehensive income line reflect the combined effect of both the initial OCI reclassification

and this subsequent correction.

Translation ($(19,511)

connection with the reaudit, LAO Professionals re-performed the translation of the Company’s foreign subsidiary financial statements

from functional currency to U.S.

dollar reporting currency in accordance with ASC 830, Foreign Currency Matters.

The re-translation produced

an accumulated other comprehensive loss of $ ( 72,781 ) at December 31, 2024, as compared to the $ ( 53,270 ) balance previously reported by

Olayinka Oyebola & Co.

in the Company’s originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The $ ( 19,511 ) difference represents the mechanical effect of the re-translation and does not reflect a separate adjusting entry.

difference is identified in the restatement tables below by the footnote indicator (*) on the Accumulated other comprehensive income

(loss) line of the consolidated balance sheet restatement and on the OCI — foreign currency translation line of the consolidated

statement of operations and comprehensive income restatement.

The effect is further re-corrected by Adjustment H described above.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Balance Sheet

following table presents the effect of the restatement adjustments on the consolidated balance sheet as of December 31, 2024:

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Previously Reported

Accounts receivable, net

Prepaid expenses — current

Subscription receivable

( 8,200,000 )

Related party receivable

Total current

( 8,336,807 )

Capitalized software, net

Investment through subsidiary

Accrued income

Acquired intangible assets

Tax receivable

Fair value of trading positions,

Right of use (lease)

Fixed assets, net

( 8,336,807 )

Related party advances

Customer funds

Total current

Total liabilities

Stockholders’

Series A Preferred stock

Series B Preferred stock

Additional paid-in capital

Subscription receivable (contra-equity)

( 8,000,000 )

Accumulated other comprehensive

income (loss)

Accumulated deficit

( 2,563,620 )

( 2,662,428 )

Total FDCTech

stockholders’ equity

( 8,244,058 )

Noncontrolling interest

Total liabilities

( 8,336,807 )

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Statements of Operations and Comprehensive Income

following table presents the effect of the restatement adjustments on the consolidated statement of operations for the year ended December

Previously Reported

Total revenues

Total cost of sales

General and administrative

Sales and marketing

Total operating expenses

Operating income (loss)

Total other income (expense), net

Income before provision

for income taxes

Provision for income taxes

Net income (loss) attributable to NCI

Net income (loss) attributable

Net income per share — basic and diluted

Weighted average shares outstanding

OCI — foreign currency

comprehensive income

of Restatement on Stockholders’ Equity

following table summarizes the effect of the restatement on each component of stockholders’ equity as of December 31, 2024:

Previously Reported

Additional paid-in capital

Subscription receivable (contra-equity)

( 8,000,000 )

Accumulated other comprehensive income (loss)

Accumulated deficit

( 2,563,620 )

( 2,662,428 )

FDCTech stockholders’ equity

( 8,244,058 )

on Cash Flows and Working Capital

A, B, and C reduce the opening cash balance at December 31, 2024, by $ 7,118,259 , and adjustment D increases the cash balance by $ 7,713,827 ,

from $ 24,781,389

to $ 25,376,957 , as restated in the Statement of Cash Flows for the fiscal year 2024.

Adjustments E, F, and G have no effect on the statement of cash flows.

Total working capital at

December 31, 2024, decreased from $ 9,097,591

as previously reported to $ 853,533

as restated, a reduction of $ 8,244,058 ,

attributable to the $ 8,200,000

removal of the subscription receivable from current assets (Adjustment A) and the $ 44,058

cash reduction (Adjustment B).

Total current liabilities are unchanged at $ 26,387,209 .

CAPITALIZED SOFTWARE COSTS

the fiscal year ending December 31, 2022, and 2021, the estimated remaining weighted-average useful life of the Company’s capitalized

the fiscal years ended December 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized

software was three ( 3 ) years.

The Company recognizes amortization expenses for capitalized software on a straight-line basis.

December 31, 2022, and 2021, the gross capitalized software asset was $ 1,586,989 and $ 1,317,158 , respectively.

At the end of December

31, 2022, and 2021, the accumulated software depreciation and amortization expenses were $ 825,347 and $ 666,296 , respectively.

the unamortized balance of capitalized software on December 31, 2022, and 2021, was $ 761,642 and $ 650,862 .

Company has estimated aggregate amortization expense for each of the five (5) succeeding fiscal years based on the estimated software

asset’s lifespan of three (3) years.

Amortization Expense:

SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE

Fiscal year ended December 31, 2023

Fiscal year ended December 31, 2024

Fiscal year ended December 31, 2025

Fiscal year ended December 31, 2026

Fiscal year ended December 31, 2027

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.

Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the net unamortized balance of

$ 1,480,246 as of December 31, 2025, and an estimated software asset lifespan of three (3) years:

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE

Amortization ($)

2029 and thereafter

OTHER TRADE AND TAX RECEIVABLES

trade and tax receivables consist of rebates receivable from liquidity providers, amounts due through payment gateway arrangements, and

value-added tax or equivalent recoverable amounts due from tax authorities.

The components are as follows:

OF OTHER TRADE AND TAX RECEIVABLES

December 31, 2025

December 31, 2024

Rebates receivable – liquidity providers (Alchemy International Ltd.)

Payment gateway receivables

Tax receivable (Alchemy Markets Ltd.)

Total other trade and tax receivables

Receivable – Liquidity Providers

International Ltd.

(AIL) earns volume-based rebates from liquidity providers in the ordinary course of its margin brokerage operations.

These rebates arise from trading activity executed through the liquidity provider arrangements and are recognized as receivable when

the right to receive payment has been established.

As of December 31, 2025, rebates receivable from liquidity providers totaled $ 2,014,809 ,

all of which are expected to be collected within twelve months of the balance sheet date.

Gateway Receivables

gateway receivables represent amounts in transit from third-party payment processors in respect of client deposits and other receipts

that have been processed but not yet settled to the Company’s bank accounts.

As of December 31, 2025, payment gateway receivables

totaled $ 597,885 .

These amounts are typically settled within a short period following the balance sheet date and are considered fully

tax receivable of $ 190,346 represents value-added tax (VAT) recoverable by Alchemy Markets Ltd.

(AML) from the relevant tax authority

AML is registered for VAT in Malta and periodically files returns, giving rise to refundable VAT positions.

Management considers

the full balance to be recoverable and expects collection within twelve months of the balance sheet date.

components of other trade and tax receivables are classified as current assets.

Management has assessed the recoverability of each component

and does not consider it necessary to record an allowance for credit loss as of December 31, 2025.

Group Convertible Notes (2016–2021)

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

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

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

February 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation.

The Company eliminated

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908 in return for issuing 12,569,080 unregistered shares

of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

RELATED PARTY TRANSACTIONS

April 2016, the Company established its wholly-owned subsidiary – FRH Prime Ltd.

(“FRH Prime”), incorporated under

section 14 of Bermuda’s Companies Act 1981.

In January 2017, FRH Prime established its wholly-owned subsidiary – FXClients

Limited (“FXClients”), under the United Kingdom Companies Act.

The Company established FRH Prime and FXClients to conduct

financial technology service activities.

The Company established FRH Prime and FXClients to conduct financial technology service activities.

At present, both companies have ceased to exist.

Group Convertible Notes (2016–2021)

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

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

The Notes are convertible

into common stock initially at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion

price be less than $ 0.05 per share.

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

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

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

February 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation.

The Company eliminated

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908 in return for issuing 12,569,080 unregistered shares

of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

Issuances to Related Parties

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

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

Eaglstein and Mr.

are the Mother and Brother, respectively, of Mitchell Eaglstein, the Company’s CEO and Director.

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

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 , in return for the issuance of 12,569,080

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

September 2022, the Company issued 30,000,000 common stock for cash consideration of $ 300,000 for Alchemy Prime Limited (APL) and appointed

Kundnani as the director of the Company.

As director’s compensation, the Company issued 5,000,000 valued at $ 60,000 .

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

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

Kundnani as a director of the Company.

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

at $ 60,000 .

Kundnani is the director and owner of APL.

Company paid off all the outstanding related parties’ liabilities as of January 31, 2022.

January 2023, the Company sold 115,000,000 shares of Common Stock to Kundnani, a director, for $ 550,000 .

In January 2023, Eaglstein and

Firoz transferred 1,100,000 and 400,000 shares, respectively, to Kundnani.

A Preferred Stock Transactions

November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred Stock of FDCTech for $ 2,500,000 , and 50,000,000 shares of Common Stock

of FDCTech for $ 5,500,000 .

As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein,

Kundnani, and Hong holding 1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

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

of Series A Preferred Stock issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock issued to Felix R.

Following these cancellations, Eaglstein and Kundnani hold 4,000,000 and 500,000 shares, respectively, of Series A Preferred Stock,

representing 100 % of all issued and outstanding Series A Preferred Stock.

of AML and APL (November 2023)

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

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

No cash was exchanged.

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

As a result, the Company owns 100.00 % of AML.

November 30, 2023, the Company purchased 100.00 % of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APSI

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

No cash was exchanged.

Kundnani, a related party, is the sole shareholder

RELATED PARTY TRANSACTIONS (continued)

B Convertible Preferred Stock Issuances

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

working capital.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000 Series B Convertible Preferred Shares in January

January 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $ 1.41 per share to the following related

150,000 shares to Imran Firoz, CFO and Director;

50,000 shares to Gope S.

Kundnani, Director;

150,000 shares to Mitchell M.

Eaglstein, CEO and Director;

50,000 shares to FRH Group;

10,000 shares to William B.

Barnett, Esq.;

and 10,000 shares to Susan E.

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

Kundnani for services valued at $ 1.41 per

of Alchemy International Ltd.

(October 2025)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited (“Seller”).

The consideration was $ 2,000,000 cash.

SYNC Capital Limited is wholly owned by Gope S.

Kundnani, who is also a controlling shareholder

of the Company.

Accordingly, this acquisition constitutes a transaction between entities under common control within the meaning of ASC

805-50, and has been accounted for at the historical carrying amounts of AIL’s assets and liabilities.

The difference between the

consideration paid and the net book value of AIL attributable to the Company ($ 8,933,118 ) has been credited to Additional Paid-In Capital

as a capital contribution from the controlling shareholder.

See Note 2 — Significant Acquisitions.

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”)

and was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates

recused, in compliance with SPA Section 10.6.

Post-Acquisition

Related Party Balances — AIL and Alchemy DMCC

the acquisition of AIL, significant intercompany and related party balances arose in the consolidated balance sheet as a result of AIL’s

pre-existing trading relationships with Alchemy Capital Markets Ltd.

(ACM) and Alchemy DMCC, both related-party affiliates of Kundnani.

These balances are described below.

of December 31, 2025, AIL carried a current account receivable of $ 40,883,329 due from Alchemy Capital Markets Ltd.

and related affiliates,

included within the Related Party Receivable line on the consolidated balance sheet.

This balance reflects trading activity and liquidity

arrangements conducted by AIL in the ordinary course of its operations as a securities dealer.

of December 31, 2025, AIL carried a current account payable of $ 25,512,642 due to Alchemy DMCC, a related-party affiliate, included within

Related Party Advances on the consolidated balance sheet.

Additionally, FDCTech at the parent level carried a payable of $ 536,504 to

Alchemy DMCC.

The terms and repayment conditions of these balances are subject to ongoing intercompany arrangements and are eliminated

upon consolidation where applicable.

Compensation — Executive Officers

of December 31, 2025, the Company had accrued but unpaid payroll obligations of $ 241,000 to Mitchell M.

Eaglstein, CEO and Director,

and $ 286,000 to Imran Firoz, CFO and Director (through Thinkatalyst Inc., a company controlled by Mr.

Firoz), included within Accrued

Expenses, Related Party on the consolidated balance sheet.

No related-party interest expense was incurred for the fiscal years ended

December 31, 2025, and 2024.

Retirement of Series A Preferred Stock

connection with the Company’s planned uplisting to a senior national securities exchange, immediately prior to the closing of the

contemplated offering, all 4,500,000 shares of Series A Preferred Stock held by Eaglstein ( 4,000,000 shares) and Kundnani ( 500,000 shares)

will be retired and cancelled.

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

RELATED PARTY TRANSACTIONS (continued)

of Related Party Balances

following table summarizes related party balances included in the consolidated balance sheets as of December 31, 2025, and December 31,

2024 (as restated):

SUMMARY OF RELATED PARTY BALANCES

31, 2024 (Restated)

Related party receivable (asset):

intercompany receivable (post-acquisition)

FDC – loan receivables

AML – due from related

( 3,300,538 )

FXPIG – due from

Total related party receivable

Related party advances (liability):

AIL – due to Alchemy

DMCC (post-acquisition)

FDC – due to Alchemy

FDC – related party

advances, net

ADS – related party

AML – due to AML

ATECH – related party

Total related party advances

Accrued expenses, related

party (liability):

Accrued payroll –

ATECH – accrued expenses

Other accrued, related

Total accrued expenses,

related party

LINE OF CREDIT

June 24, 2016, the Company obtained 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 at the close of business on December 31, 2022, and cash

is drawn at 12 % and 25 %, respectively.

As of December 31, 2022, the Company complies with the credit line’s terms and conditions.

At December 31, 2022, and 2021, the outstanding balance was $ 47,369 and $ 39,246 , respectively.

June 2016, the Company has maintained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases

and travel expenses.

The line of credit has an average interest rate for purchases of 12 % and a cash advance rate of 25 %, as of December

October 2024, the Company has maintained an additional unsecured revolving line of credit with no preset spending limit, meaning the

spending limit is flexible.

The pay-over-time limit is $ 45,000 .

The credit line has an average purchase interest rate of 28 % as of December

of December 31, 2025, the Company complies with the terms and conditions of both credit lines.

At December 31, 2025, and 2024, the aggregate

outstanding balance was $ 111,352 and $ 115,337 , respectively.

NOTES PAYABLE – RELATED PARTY

Notes Payable

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

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

The Notes are convertible into common stock initially

at $ 0.10 per share but may be discounted under certain circumstances, but in no event will the conversion price be less than $ 0.05 per

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

The parties have extended the Notes’

maturity date to June 30, 2021.

December 31, 2020, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 256,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2019, the current portion of convertible notes payable and accrued interest was $ 1,000,000 and $ 196,908 , respectively.

was no non-current portion of convertible notes payable and accrued interest.

December 31, 2020, there was no non-current portion of the Notes payable and accrued interest.

Company will pay the Notes’ outstanding principal amount, together with interest at 6 % per annum, in cash on the Maturity Date

to this Note’s registered holder.

In the event the Company does not make, when due, any payment, when due, of principal or interest

required to be made, the Company will pay, on demand, interest on the amount of any overdue payment of principal or interest for the

period following the due date of such payment, at a rate of ten percent ( 10 %) per annum.

February 22, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of One Hundred Thousand

and 00/100 Dollars ($ 100,000 ) on February 28, 2018 (the “Original Maturity Date”).

The initial conversion rate will be $ 0.10

per share or 1,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 2,000,000 shares

if FRH Group converts the entire Note subject to adjustments in certain events.

No fractional Share or scrip representing a fractional

Share will be issued upon conversion of the Notes.

May 16, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Four Hundred Thousand and

00/100 Dollars ($ 400,000 ) on May 31, 2018 (the “Original Maturity Date”).

The initial conversion rate will be $ 0.10 per share

or 4,000,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price shall be

discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 8,000,000 shares if FRH Group

converts the entire Note, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional Share will

be issued upon conversion of the Notes.

November 17, 2016, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty

Thousand and 00/100 Dollars ($ 250,000 ) on November 30, 2018 (the “Original Maturity Date”).

The initial conversion rate would

be $ 0.10 per share or 2,500,000 shares if the entire Note were converted, subject to adjustments in certain events as set forth below.

For example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares

if FRH Group converts the entire Note, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional

Share will be issued upon conversion of the Notes.

April 24, 2017, the Company issued and promised to pay a convertible note to FRH Group for the principal sum of Two Hundred and Fifty

Thousand and 00/100 Dollars ($ 250,000 ) on April 24, 2019 (the “Original Maturity Date”).

The initial conversion rate will

be $ 0.10 per share or 2,500,000 shares if FRH Group converts the entire Note, subject to adjustments in certain events as set forth below.

For example, the Company’s common stock’s fair market value is less than $ 0.10 per share.

In that case, the conversion price

shall be discounted by 30 %, but in no event will the conversion price be less than $ 0.05 per share with a maximum of 5,000,000 shares

if the entire Note was converted, subject to adjustments in certain events.

No fractional Share or scrip representing a fractional Share

will be issued upon conversion of the Notes.

Notes Payable – Related Party (continued)

Notes Payable (continued)

Group Note Summary

SCHEDULE OF NOTES PAYABLE

Date of Note:

Original Amount of Note:

Outstanding Principal Balance:

Conversion Date (1) :

Interest Rate:

Date to which interest has been paid:

Conversion Rate on February 22, 2021:

Floor Conversion Price:

Number Shares Converted for Original Note:

Number Shares Converted for Interest:

Extension – On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”)

with FRH and FRH Group Corporation.

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

in return for the issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

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

Acquisition Loan — Seller’s Note

of December 31, 2024, the Company carried a business acquisition loan of $ 350,000

in connection with a prior acquisition.

During the fiscal year ended December 31, 2025, the Company recorded an additional $ 2,000,000

obligation in connection with the acquisition of Alchemy International Ltd.

(“AIL”), representing the cash consideration

paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025.

As of December 31, 2025, the total

outstanding balance of the business acquisition loan was $ 2,350,000 .

The maturity of $ 2,000,000 loan obligation was extended to June 30, 2026 .

interest on the business acquisition loan was $ 14,000 as of December 31, 2025, included within Accrued Interest — Non-Current on

the consolidated balance sheet.

See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions for further

details regarding the AIL acquisition.

May 22, 2020, the Company received $ 144,900 under the Small Business Administration (“SBA”) Economic Injury Disaster Loan

The loan bears interest at 3.75 % per annum and requires monthly installment payments of $ 707 , including principal and interest,

beginning twelve (12) months from the promissory note date.

The loan matures thirty (30) years from the promissory note date.

As of December

31, 2025, and 2024, the outstanding balance was $ 105,678 and $ 114,184 , respectively, classified as non-current on the consolidated balance

Act — Paycheck Protection Program (PPP Note)

May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($ 50,632 ) from the Promissory Note (“PPP

Note”) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The funding of the PPP Note is conditioned upon approval of the Company’s application by the Small Business Administration (SBA)

and Bank of America (“Bank”), receiving confirmation from the SBA that the Bank may proceed with the PPP Note.

SBA does not confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply

for PPP Note forgiveness.

In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under

the PPP Note, including principal and interest (the “PPP Note Balance”).

In such case, Bank will establish the terms for

repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance,

the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP

Note, and the maturity date of two (2) years from the funding date of the PPP Note.

No principal or interest payments will be due before

the Deferment Period, which is ten months from the end of the covered period.

The Company plans to apply for PPP Note forgiveness.

PPP Note outstanding balance is $ 40,139 .

May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($ 144,900 ).

The installment payments

will include the principal and interest of $ 707 monthly and begin Twelve (12) months from the promissory note date.

The principal and

interest balance will be payable Thirty (30) years from the promissory Note date.

Interest will accrue at 3.75 % per annum and only on

$ 144,900 funds advanced from May 22, 2020, the advance date.

The SBA loan outstanding balance is $ 131,194 as of December 31, 2022.

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),

a Delaware limited liability company, for the principal amount of $ 550,000 with a maturity date of July 27, 2022 , and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

As part of the AJB Note, the Company entered

into a securities purchase agreement, where AJB Capital will receive equity equal to US $ 155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year

cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares, collectively known as the ‘Incentive Fee,’

are issued upon execution of the agreement.

Injury Disaster Loan (EIDL)

Small Business Administration offers the Economic Injury Disaster Loan program.

The CARES Act changed the program to provide an emergency

grant of up to $ 10,000 per business, which is forgivable like the PPP Note.

The Company doesn’t have to repay the grant.

14, 2020, the Company received $ 4,000 in EIDL grants.

The Company has recorded it as other income since the EIDL grant is forgivable.

May 1, 2020, the Company received proceeds of $ 50,632 under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief,

and Economic Security Act (the “CARES Act”).

The PPP Note carried a fixed interest rate of 1.00 % per annum.

During the fiscal

year ended December 31, 2025, the Company repaid the remaining outstanding balance in full.

As of December 31, 2025, the PPP Note outstanding

balance was $ 0 .

As of December 31, 2024, the outstanding balance was $ 5,661 .

Capital Promissory Note (Fully Retired)

January 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $ 550,000 at a coupon of 10 %, maturing

July 27, 2022 .

The note was fully repaid in February 2023.

On December 27, 2023, the Company redeemed the associated warrants issued

as part of the original agreement for cash payments of $ 100,000 (paid at execution) and $ 100,000 (paid on or before January 26, 2024),

together with the issuance of 5,000,000 restricted shares of Common Stock on January 2, 2024.

As of December 31, 2025, and 2024, there

was no outstanding balance under the AJB Capital arrangement.

Injury Disaster Loan (EIDL) Grant

May 14, 2020, the Company received $ 4,000 as an Economic Injury Disaster Loan emergency grant under the CARES Act.

As this grant is forgivable

and requires no repayment, the Company recorded it as other income.

There was no outstanding repayment obligation as of December 31,

2025, or 2024.

of Outstanding Loan Balances

following table summarizes outstanding loan and note balances as of December 31, 2025, and 2024:

SCHEDULE OF OUTSTANDING LOAN AND NOTE BALANCES

Outstanding loan and note payable balances:

Business acquisition

loans (Seller’s note)

SBA loan (non-current)

AJB promissory note

COMMITMENTS AND CONTINGENCIES

Facility and Other Operating Leases

rental expense was $ 25,438 and $ 29,705 for the fiscal year ending December 31, 2022, and 2021, respectively.

October 29, 2019, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

As per the Commitment Term

of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term,

also known as “Renewal Term”).

The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”

The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month

before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”).

The Company is

entitled to use the office and conference space on a need basis.

The new rent payment or membership fee for Irvine Office is $ 95 per

month compared to the previous rent payment or membership fee for the New York Office of $ 890 per month as the General and administrative

February 2019 to the present, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

rent payment is $ 1,750 per month as the General and administrative expenses.

February 2020, this agreement continues every year upon written request by the Company.

The Company uses the office for sales and marketing

in Europe and Asia .

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, from an unrelated party for

an eleven ( 11 ) month term.

The office’s rent payment is $ 500 per month, and the Company has included it in the General and administrative

From March 2020, this agreement continues on a month-to-month basis until the Company or the lessor chooses to terminate by

the agreement’s terms by giving thirty (30) days’ notice.

The Company uses the office for software development and technical

Effective August 2022, the Company closed its offices in Russia and relocated its team to Turkey.

all leases are either on a month-to-month basis or less than one ( 1 ) year term, the Company is not required to recognize assets and liabilities

for our rental leases.

The Company has included all rental expenses in the General and Administrative costs.

Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one

hundred percent (100%) of their time to the Company .

The Company has not formalized performance bonuses and other incentive

Each executive is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company is

paying a monthly compensation of $ 5,000

per month to its CEO and CFO, respectively, with increases each succeeding year should the agreement be approved annually.

October 1, 2020, the Company expenses $ 12,000

of December 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions.

Leases that qualify under ASC 842

are recognized on the consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities.

December 31, 2025, the ROU asset was $ 530,348 , current operating lease liabilities were $ 501,236 , and non-current operating lease liabilities

were $ 29,112 .

The weighted-average remaining lease term for qualifying operating leases was approximately 1.1 years, and the weighted-average

discount rate was approximately 5.5 %.

Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are

expensed as incurred and included in General and Administrative expenses.

California, USA (Company Headquarters)

October 29, 2019, to the present, the Company leases office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, on a month-to-month

The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination

The monthly membership fee is $ 95 .

This agreement is classified as a service contract rather than a lease under ASC 842 and payments

are recognized as operating expenses.

Australia (ADS Office)

January 1, 2024, to the present, ADS leases office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia, on a month-to-month

The monthly membership fee is approximately $ 125 .

This agreement is classified as a service contract rather than a lease under

ASC 842 and payments are recognized as operating expenses.

Cyprus (Company’s Executive Rental)

July 2023 to the present, the Company has leased office and residential space in the Limassol District, Cyprus, from an unrelated party,

at a monthly rent of approximately $ 3,500 , included in General and Administrative expenses.

This agreement is classified as a residential

rental contract rather than a commercial lease and does not create an ROU asset under ASC 842.

Cyprus (ATECH Office)

August 26, 2024, AlchemyTech Ltd.

(“ATECH”) entered into a Sublease Agreement for office premises located at 10A-10C Eleftheriou

Venizelou Street, Limassol, Cyprus, with Aldeon Property Partners Ltd.

as Sublessor, and FDCTech, Inc.

acting as Guarantor.

term is twenty-four (24) months, commencing October 1, 2024, and expiring September 30, 2026 , with an option to extend for up to two

additional two-year terms at a 5% rent increase per renewal period .

Monthly rent is € 8,000 (approximately $ 8,600 ) plus VAT, for

a total lease commitment of € 192,000 .

This agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset

and corresponding lease liability on its consolidated balance sheet.

Julian, Malta (AML Office)

July 11, 2024, to the present, AML 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.

COMMITMENTS AND CONTINGENCIES (continued)

Aviv, Israel (AML Sales Office)

July 1, 2023, AML entered into a service agreement with Mindspace Ltd.

for office space and related services at Menachem Begin 11, Ramat

Gan, Israel, on a monthly auto-renewing basis.

The monthly fee is $ 4,500 (including VAT), with a security deposit of $ 6,300 .

not have exclusive control over a specific unit.

This agreement does not create a lease under ASC 842 and is accounted for as a service

United Kingdom (APL Office)

December 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at Fifth Floor, 142 Central

Street, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords.

The lease has a fixed term of

five years , expiring in 2029, with an annual rent of £ 112,500 (approximately $ 12,000 per month), payable in quarterly installments.

The lease includes a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for

service charges, insurance rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and

the Company has recognized an ROU asset and corresponding lease liability on its consolidated balance sheet.

Cyprus (Ecastica)

October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of AlchemyTech

The monthly rent was approximately $ 1,000 and the down payment was approximately $ 6,300 , included in General and Administrative

The lease was terminated in August 2024.

April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development and technical

The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April

This lease has been fully terminated.

expenses for all operating leases and service contracts are included in General and Administrative expenses.

Company compensates its key executives as independent contractors.

Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their

time to the Company.

The Company has not formalized performance bonuses or other incentive plans.

Each executive is paid at the beginning

of each month.

From September 2018 through September 30, 2020, the Company paid monthly compensation of $ 5,000 to its CEO and CFO, respectively.

Effective October 1, 2020, the Company increased the monthly compensation to $ 12,000 .

Effective January 1, 2023, the Company pays $ 15,000

monthly to its CEO and CFO.

December 31, 2022, and December 31, 2021, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was

$ 14,703 and $ 9,224 , respectively.

is unaware of any actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting any of

the assets or any affiliate of the Company.

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

Company plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities

December 31, 2025, and December 31, 2024, the cumulative accrued interest on SBA and other loans, classified as non-current on the consolidated

balance sheet, was $ 42,396 and $ 70,493 , respectively.

Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred.

records its best estimate of a loss related to pending legal proceedings when the loss is probable and the amount can be reasonably estimated.

When the Company can only reasonably estimate a range of losses with no best estimate, it records the minimum estimated liability.

additional information becomes available, the Company reassesses the potential liability related to pending legal proceedings, revises

its estimates, and updates its disclosures accordingly.

Legal costs associated with defending the Company are recorded as expenses when

COMMITMENTS AND CONTINGENCIES (continued)

Company and its subsidiaries are involved in the following legal proceedings:

Alkoby, et al.

action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024.

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that FDCTech acquired

in June 2023.

Following completion of the acquisition, the Company discovered that the target company had anti-money laundering deficiencies

in 2019 for which it was fined by the Financial Intelligence Analysis Unit.

An external audit also revealed that prior shareholders had

taken loans from the company that were never repaid, resulting in net capital lower than disclosed during negotiations.

Based on these

findings, FDCTech withheld the final payment to the sellers.

claimants are seeking approximately $ 1.02 million they allege is owing under the Share Sale Agreement, which they seek to rectify to

make legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable

and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission to amend their claim

to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, served May 9, 2025.

and Case Management Conference took place on November 17, 2025, with directions given toward a trial scheduled during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

action is pending in the Superior Court of California, County of Orange.

FDCTech alleges that the defendants, through their websites

Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,

illegal conduct, and regulatory violations, causing significant reputational and financial harm including lost business opportunities.

FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment for the removal of defamatory content.

The complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive

The complaint was filed in 2025 and had not yet been served as of December 31, 2025.

A hearing took place on December 15, 2025,

at which the court instructed FDCTech to conduct further investigation as to the beneficial owner of Intelligenceline.com.

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

Unit (“FIAU”) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

NSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019

— approximately four years prior to the decision and under different ownership and control.

The Company filed this appeal on October

19, 2023, challenging the decision-making process, the law on which the penalty was based, and asserting that the penalty is arbitrary

and excessive.

The case is in the evidentiary production stage.

On October 24, 2025, a hearing was held for the Company to present further

An additional hearing has been scheduled for February 2, 2026, for the FIAU to cross-examine the Company’s witnesses

before Madam Justice Rachel Montebello, following which the matter will be adjourned for final legal submissions.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same

September 23, 2023, FIAU decision described above.

The Company filed this application on April 2, 2024, challenging:

(i) the composition

of the FIAU and its enabling legislation;

(ii) decision-making processes alleged to breach the Company’s fundamental right to a

fair hearing;

and (iii) that the penal nature of the penalty was imposed in breach of the Constitution of Malta without adjudication

by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

The first procedural

hearing took place on May 7, 2024.

The First Hall Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that

administrative penalties imposed by the FIAU are more akin to penal sanctions and that subject persons should be afforded the full rights

of an accused under criminal law, consistently quashing FIAU decisions on this basis.

The case remains pending as of January 21, 2026;

the next hearing is set for January 28, 2026.

Company believes it has meritorious defenses and counterclaims in all of the above matters and intends to defend them vigorously.

litigation is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

There are no additional

materials pending legal or governmental proceedings other than ordinary routine litigation incidental to the business.

Compliance Matters

Company has estimated payroll tax liabilities based on its officers’ reclassification from independent contractors to employees

from the fiscal ended December 31, 2017, to 2022.

As of December 31, 2022, the Company has assessed federal and state payroll tax payments

in the aggregate amount of $ 204,828 , and we have included it in the General and administrative expenses.

STOCKHOLDERS’ DEFICIT

February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change authorized shares.

As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock

having a par value of $ .0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ .0001 per share.

February 17, 2022, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 10, 2022 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of

common stock from 250,000,000 to 500,000,000 (the “Authorized Share Increase” and together with the 2022 Equity Plan,

the “Corporate Action”), and

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

February 10, 2022, our Board unanimously approved the Corporate Actions.

To eliminate the costs and management time for a special meeting

and to effect the actions, the Company chose to obtain the written consent of a majority of the Company’s voting power to approve

the actions described in the Information Statement following Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and per our bylaws.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions by written consent.

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.

Nature and Accounting Policy

of the Company’s regulated brokerage subsidiaries “hold” funds on behalf of clients in connection with foreign exchange

(“FX”), contracts for difference (“CFD”), and other financial trading activities.

Client funds represent trading

deposits and margin balances placed by clients with the applicable subsidiary and are required by regulation to be maintained in segregated

accounts separate from the Company’s own corporate funds.

accordance with applicable regulatory requirements and consistent with the guidance under ASC 940, “Financial Services–Brokers

and Dealers,” and ASC 942-305, “Financial Services–Depository and Lending–Investments–Debt and Equity Securities,”

the Company presents client funds as a separately captioned asset on the consolidated balance sheet, with an equal and offsetting client

funds payable recognized as a current liability.

Client funds are not offset against the corresponding liability in the consolidated

balance sheet, as the conditions for right-of-setoff under ASC 210-20 are not met.

The balances are carried at the amounts deposited

or received, which approximates fair value.

funds are not available for the Company’s general corporate purposes and do not form part of the Company’s unrestricted cash

and cash equivalents.

Recognition and derecognition of client funds balances occur upon receipt or disbursement of funds to or from

the segregated client accounts.

Regulated Entities Holding Client Funds

of December 31, 2025, client funds are held by the following regulated subsidiaries of the Company:

Alchemy Markets Ltd.

(“AML”) – a company

incorporated in Malta and authorized and regulated by the Malta Financial Services Authority (“MFSA”) as an investment services

AML is required to maintain client money in segregated accounts pursuant to the MFSA Client Money Rules and the European Union’s

Markets in Financial Instruments Directive II (“MiFID II”).

Alchemy Prime Limited (“APL”) – a

company incorporated in the United Kingdom and authorized and regulated by the Financial Conduct Authority (“FCA”) as an

investment firm.

APL is subject to the FCA Client Assets Sourcebook (“CASS”) rules, which prescribe strict segregation, reconciliation,

and disclosure requirements for client money.

Alchemy International Limited (“AIL”) –

a company incorporated in the Republic of Seychelles and licensed by the Financial Services Authority of Seychelles (“FSA Seychelles”)

as a securities dealer.

AIL is required to maintain client deposits in accounts designated for client funds in accordance with FSA Seychelles

regulatory requirements.

AIL was acquired by the Company on October 29, 2025, and is consolidated from that date.

Client funds attributable

to AIL are included in the December 31, 2025, balances set forth below.

funds held by each subsidiary are maintained in bank accounts designated exclusively for client money.

Each entity performs daily internal

reconciliations to ensure that client money balances agree with the amounts standing to the credit of clients.

CLIENT FUNDS (continued)

Classification of Client Funds

Company classifies client funds into two categories in accordance with applicable regulatory frameworks:

Retail Client Funds – funds held on behalf of

retail clients as defined under MiFID II and equivalent UK regulatory standards.

Retail client funds are subject to the highest level

of segregation and investor protection requirements.

Professional / Title Transfer Collateral Arrangement (“TTCA”)

Client Funds – funds held on behalf of professional clients, including those subject to TTCA arrangements pursuant to which

legal title to the funds has been transferred to the subsidiary.

TTCA funds are subject to regulatory requirements applicable to professional

client classifications.

Consolidated Client Funds Balances

following table sets forth the client funds asset and the corresponding client funds payable as presented in the consolidated balance

sheets as of December 31, 2025, and December 31, 2024:

OF CLIENT FUND ASSET AND CLIENT FUNDS PAYABLE

December 31, 2025

December 31, 2024

Client funds – asset (segregated accounts)

Client funds payable – liability

( 5,813,888 )

( 11,526,789 )

Net impact on stockholders’ equity

the client funds asset and the client funds payable are equal in all periods presented, the gross presentation has no net effect on total

stockholders’ equity.

The decrease in client funds from $ 11,526,789 as of December 31, 2024 to $ 5,813,888 as of December 31, 2025,

representing a decrease of $ 5,712,901 ( 49.6 %), is primarily attributable to:

attributing it to net client withdrawals and reduced margin

deposits, partially offset by AIL’s client funds added on acquisition.

Relationship to Restatement of FY2024 Financial Statements

described in Note 4 (Restatement of Previously Issued Financial Statements), the Company identified in fiscal year 2025 that certain

client fund balances had been incorrectly included within the Company’s general unrestricted cash balances in the previously issued

financial statements for the year ended December 31, 2024.

Specifically:

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.

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’

however, it reduces unrestricted cash and correspondingly increases the client funds asset balance within the consolidated

balance sheet.

Assets totaling $ 3,574,201

(EUR 3,453,334 ) at the applicable period-end exchange rate, 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.

reclassifications were effected as part of the restatement of December 31, 2024, consolidated financial statements.

Neither adjustment

affected the Company’s consolidated net income, total stockholders’ equity, or revenues for any period presented.

are directed to Note 4 for a complete quantitative reconciliation of the restated amounts.

CLIENT FUNDS (continued)

Restrictions and Use of Client Funds

funds held by the Company’s regulated subsidiaries are subject to the following restrictions:

Client funds may not be used to meet the Company’s own

operational expenses, capital requirements, or any other general corporate purpose.

Each regulated subsidiary is required to maintain, at all times,

sufficient liquid assets in segregated client accounts equal to or exceeding the aggregate client funds liability.

In the event of insolvency of a regulated subsidiary, client

funds held in properly segregated accounts are generally protected from the claims of the subsidiary’s general creditors under

applicable regulatory and insolvency regimes.

client funds are excluded from the Company’s liquidity analysis and are not considered available for general corporate purposes.

The Company had cash and cash equivalents of $ 17,669,749 as of December 31, 2025, out of which $ 15,258,896 were held at various liquidity providers.

STOCKHOLDERS’ EQUITY (DEFICIT)

February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares

to 260,000,000 , consisting of 250,000,000 shares of Common Stock (par value $ 0.0001 ) and 10,000,000 shares of Preferred Stock (par value

February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase

the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan.

The Approving

Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s total issued and outstanding voting

of December 31, 2022, and December 31, 2021, the Company’s authorized capital stock consists of 10,000,000 shares of preferred

stock, a par value of $ 0.0001 per share, and 250,000,000 shares of common stock, a par value of $ 0.0001 per share.

of December 31, 2022, and December 31, 2021, the Company had 211,275,550 and 141,811,264 , respectively, common shares issued and outstanding

and 4,000,000 preferred shares issued and outstanding.

preferred stock has fifty votes for each share of preferred shares owned.

The preferred shares have no other rights, privileges, and

higher claims on the Company’s assets and earnings than common stock.

Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the

March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000 to 1,000,000,000

shares, to authorize a reverse stock split in a ratio of not less than 1-for-10 and not more than 1-for-50 at any time prior to June

30, 2024, and to approve the Company’s 2023 Stock Incentive Plan.

The Approving Stockholders (common stock only) owned 280,102,413

shares, representing 72 % of the total issued and outstanding voting power of the Company.

The Board retains authority to abandon either

Corporate Action prior to its effective date.

September 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate

actions by written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law:

(i) an increase in the

authorized Common Stock from 500,000,000

to 750,000,000

and (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000

to 15,000,000

and (iii) authorization for the Board to implement a reverse stock split of all outstanding Common Stock in a ratio of not

less than 1-for-10 and not more than 1-for-100 at any time prior to June 30, 2026, at its discretion.

The Approving

Stockholders (common stock and Series A Preferred) owned 370,128,105

shares, representing 87.6 %

of the total issued and outstanding voting power.

Each Corporate Action became effective on or about the 20th calendar day after the

Information Statement was mailed to stockholders.

of December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000 shares of Preferred Stock (par value

$ 0.0001 ) and 750,000,000 shares of Common Stock (par value $ 0.0001 ).

of December 31, 2025, and 2024, the Company had 423,084,729 and 391,084,729 shares of Common Stock issued and outstanding, respectively.

Of the 423,084,729 shares outstanding as of December 31, 2025, 371,861,597 shares are restricted and 50,723,132 shares are unrestricted.

of December 31, 2025, and 2024, the Company had 4,500,000 and 4,500,000 shares of Series A Preferred Stock issued and outstanding, respectively.

of December 31, 2025, and 2024, the Company had 2,371,844 and 2,361,844 shares of Series B Convertible Preferred Stock issued and outstanding,

respectively.

STOCKHOLDERS’ DEFICIT (continued)

A Preferred Stock

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ended December 31, 2024.

SCHEDULE OF SERIES A PREFERRED STOCK

and Address (1)

and Directors as a group (2 persons)

A Preferred stock is entitled to fifty ( 50 ) non-cumulative votes per share on all matters presented to stockholders for action.

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran

3 unchanged sentences

2022, the Company had 4,000,000 preferred shares issued and outstanding.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

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

1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 .

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.

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.

STOCKHOLDERS’ DEFICIT (continued)

B Preferred Stock

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

SCHEDULE OF SERIES B PREFERRED STOCK

and Address (1)

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

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

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

the holder of such shares.

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

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

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

of AML and 100 % of APL.

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

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

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

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

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.

January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E.

Eaglstein for services valued at $ 1.41 per share.

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

Kundnani for services valued at $ 1.41 per share.

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.

STOCKHOLDERS’ DEFICIT (continued)

following summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025:

January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran

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

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members of the Company.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 .

The Company issued

the securities with a restrictive legend.

March 15, 2017, the Company issued 1,500,000 restricted common shares for professional services to three (3) individuals valued at $ 75,000 .

The Company issued the securities with a restrictive legend.

March 17, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein

for a cash amount of $ 50,000 .

The Company issued the securities with a restrictive legend.

March 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 400,000 shares to Bret Eaglstein

for a cash amount of $ 20,000 .

The Company issued the securities with a restrictive legend.

Firoz, respectively, as founders, in consideration of services rendered.

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two founding members.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 , and 1,500,000 restricted

common shares for professional services to three individuals valued at $ 75,000 .

March 17, 2017, the Company issued 1,000,000 shares to Susan Eaglstein for cash of $ 50,000 .

On March 21, 2017, the Company issued 400,000

shares to Bret Eaglstein for cash of $ 20,000 .

Eaglstein and Mr.

Eaglstein are the Mother and Brother, respectively, of Mitchell Eaglstein, the CEO and Director of the Company.

July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $ 98,000 under its offering Memorandum, where

the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).

Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO

and director.

July 1, 2017 to October 3, 2017, the Company issued 653,332 units under its Offering Memorandum for cash of $ 98,000 , where each unit

consisted of one share of Common Stock and one Class A warrant.

October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 .

The Company issued

the securities with a restrictive legend.

January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight consultants valued at $ 9,000 .

January 29, 2019 to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

On February 26, 2019, the Company filed the Post-Effective Amendment No.

1 (the “Amendment”) related to the Registration

Statement on Form S-1and its amendments thereto, filed with the U.S.

Securities and Exchange Commission on November 22, 2017 and declared

effective on August 7, 2018 (Registration No.

333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation

(the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered

for sale by the Registrant but were not sold prior to the termination of the offering made pursuant to the Registration Statement.

the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock that were offered for sale

by the Registrant were not sold or issued.

January 29, 2019 to February 15, 2019, the Company issued 33,000 registered shares for cash of $ 4,950 .

On February 26, 2019, the Company

filed Post-Effective Amendment No.

1 to its Form S-1, removing from registration all shares that were offered but not sold.

June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc.

(“Broker-Dealer” or “Kingswood Capital

Markets”) of common stock at $ 0.25 per share for a total value of $686,263.

The Broker-Dealer is retained to provide general financial

advisory to the Company for the next twelve months.

The Company has expensed the prepaid compensation through the income statement following

a regular straight-line amortization schedule over the contract’s life, which is for twelve months—when Kingswood Capital

Markets presumably will produce benefits for the Company.

On August 25, 2020, the Company and Broker-Dealer terminated all obligations

other than maintaining confidentiality, with no fees due by the Company to the Broker-Dealer.

The Broker-Dealer returned the 2,745,053

shares of the Company’s common stock as of December 31, 2020.

at $ 0.25 per share valued at $ 686,263 , for financial

advisory services.

On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053 shares.

October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 .

issued the securities with a restrictive legend.

January 31, 2021, the Company issued 2,300,000 restricted common shares for professional services to two (2) consultants valued at $ 621,000 .

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

The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 , in return for the issuance of 12,569,080

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, an entity also owned by Mr.

May 19, 2021, the Company issued 1,750,000 restricted common shares for professional services to a consultant valued at $ 350,000 .

June 02, 2021, the Company issued 1,750,000 restricted common shares for Genesis Agreement to a consultant valued at $ 437,500 .

Genesis Agreement did not materialize, the Consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 .

July 06, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares for professional services to a consultant valued at $ 98,253 .

January 31, 2021, the Company issued 2,300,000 restricted common shares to two consultants for professional services valued at $ 621,000 .

February 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $ 1,256,908 by issuing 12,569,080 unregistered

common shares.

FRH assigned the shares to FRH Group Corporation.

May 19, 2021, the Company issued 1,750,000 restricted common shares to a consultant for professional services valued at $ 350,000 .

June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement valued at $ 437,500 .

As the Genesis Agreement

did not materialize, the consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services valued at $ 21,000 .

On July 6, 2021,

the Company issued a further 100,000 restricted common shares to a board member for services valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares to a consultant for professional services valued at $ 98,253 .

October 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC.

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 .

The Company has not received the cash as of the date of the report.

The Company issued 670,000 registered shares to White Lion as consideration shares valued at $ 80,400 .

October 5, 2021, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 164,250 .

November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 .

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 and 670,000 registered shares to White Lion as consideration shares

valued at $ 80,400 .

October 5, 2021, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 164,250 .

November 2021, the Company issued 750,000 registered shares to White Lion for cash of $ 62,375 .

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory

Service Pty Ltd, Australia’s regulated wealth management company.

Service Pty Ltd.

December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services

and software development valued at $ 169,500 .

January 4, 2022, the Company issued 1,500,000 restricted common shares for professional services to a consultant valued at $ 93,750 .

January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $ 114,185 .

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’).

The Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year

cash warrants (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note.

The AJB Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

July 31, 2022, the Company issued 250,000 restricted common shares for professional services to a consultant valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 .

September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S.

January 4, 2022, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 93,750 .

January 4 to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for cash of $ 114,185 .

January 27, 2022, the Company issued 2,214,286

common shares valued at $ 71,521

upon execution of the AJB Capital promissory note, together with 1,000,000

3 three-year cash warrants priced at $ 0.30 as the incentive fee.

July 31, 2022, the Company issued 250,000 restricted common shares to a consultant for professional services valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 , and 5,000,000 restricted common

shares to Gope S.

Kundnani for services valued at $ 60,000 .

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

STOCKHOLDERS’ DEFICIT (continued)

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

June 1, 2017, the Company is raising $ 600,000 through a Private Placement Memorandum (the “Memorandum”) of up to 4,000,000

Each unit (a “Unit”) consists of one (1) share of Common Stock, par value $ .0001 per share (the “Common Stock),

and one (1) redeemable Class A Warrant (the “Class A Warrant(s)”) of the Company.

The Company closed the private placement

effective December 15, 2017 .

Class A Warrant entitles the holder to purchase one ( 1 ) share of Common Stock for $ 0.30 per share until April 30, 2019 (‘Expiration

The Company issued the securities with a restrictive legend.

WARRANTS (continued)

About the Warrants Outstanding During Fiscal 2019 Follows

SCHEDULE OF WARRANTS ACTIVITY

Original Number of Warrants Issued

Exercise Price per Common Share

at December 31, 2017

Became Exercisable

Terminated / Canceled / Expired

at December 31, 2019

Expiration Date

Warrants are redeemable by the Company, upon thirty (30) day notice, at $ .05 per Warrant, provided the average of the closing bid price

of the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation (“NASDAQ”) System

(or the average of the last sale price if the Common Stock is then listed on the NASDAQ National Market System or a securities exchange),

shall equal or exceed $ 1.00 per share (subject to adjustment) for ten ( 10 ) consecutive trading days before the date on which the Company

gives notice of redemption.

The holders of Warrants called for redemption have exercised rights until the close of business on the date

fixed for redemption.

exercise price and the number of shares of Common Stock or other securities issuable on the exercise of the Warrants are subject to adjustment

in certain circumstances, including stock dividend, recapitalization, reorganization, merger, or consolidation of the Company.

no Warrant is subject to adjustment for issuances of Common Stock at a price below the exercise price of that Warrant.

of this report’s date, no Class A Warrants have been exercised, and all have expired.

Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year cash

warrants (‘AJB Warrants’) priced at $ 0.30 as consideration fees for AJB Note.

The AJB Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

Company calculates income taxes using the asset and liability method of accounting.

We compute Deferred income taxes by multiplying statutory

rates applicable to estimated future-year differences between the consolidated financial statement and tax basis carrying amounts of

assets and liabilities.

income tax provision is summarized as follows:

OF PROVISION FOR INCOME TAXES

15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 .

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the

AJB Note, valued at $ 60,525 , and 115,000,000 restricted common shares for cash valued at $ 550,000 .

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

November 30, 2023, the Company issued 50,000,000 restricted common shares to Kundnani for cash valued at $ 5,500,000 .

December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB Capital in exchange for the redemption of warrants, valued

at $ 90,000 .

May 9, 2024, the Company issued 2,000,000 shares for cash of $ 20,000 .

January 1, 2025, the Company issued 32,000,000 restricted common shares to employees of its subsidiaries for services rendered, valued

at $ 35,200 .

The shares were issued to Robert W.

Winters ( 30,000,000 shares), Shimon Kogan ( 1,000,000 shares), and Patrick G.

Cann ( 1,000,000

Paid-In Capital — AIL Common Control Acquisition

connection with the acquisition of Alchemy International Ltd.

on October 29, 2025, the Company recorded an increase to Additional Paid-In

Capital of $ 9,969,735 , representing the excess of AIL’s net book value at acquisition over the $ 2,000,000 cash consideration paid,

net of non-controlling interest recognized.

This amount represents a capital contribution from the controlling shareholder, Gope S.

and is accounted for under ASC 805-50.

See Note 2 — Significant Acquisitions and Note 7 — Related Party Transactions for

further details.

of December 31, 2025, and 2024, the Company has a subscription receivable of $ 8,000,000 , recorded as a contra-equity item within stockholders’

equity, representing shares issued for which the consideration has not yet been received.

January 27, 2022, in connection with the AJB Capital promissory note, the Company issued 1,000,000

3 three-year cash warrants (“AJB Warrants”) priced at $ 0.30

per share, together with 2,214,286 shares of Common Stock valued at $ 71,521 , as the incentive fee upon execution of the

AJB Warrants were fully redeemed on December 27, 2023, pursuant to a warrant redemption agreement on the following terms:

(i) cash payment

of $ 100,000 paid at execution;

(ii) a second cash payment of $ 100,000 paid on or before January 26, 2024;

and (iii) the issuance of 5,000,000

restricted shares of Common Stock on January 2, 2024, valued at $ 90,000 .

All obligations under the warrant redemption agreement were

satisfied in full by January 2024.

of December 31, 2025, and 2024, there were no warrants issued or outstanding.

The Company has no equity compensation plans under which

warrants or options are currently authorized for issuance.

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments 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.

following table shows the changes in AOCI by component for the fiscal years ended December 31, 2025, and 2024:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Comprehensive Income:

as of December 31, 2023

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to ATECH

Total other comprehensive

income (loss), as restated, December 31, 2024

Balance as of December

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to AIL

Total other comprehensive

income (loss), December 31, 2025

Balance as of December

The income tax disclosures below reflect the tax

position of FDCTech, Inc.

as a standalone U.S.

domestic C-corporation (the “U.S.

The Company’s foreign operating subsidiaries – Alchemy Markets Ltd.

(Malta), Alchemy Prime Limited (United Kingdom), AD Advisory

Services Pty Ltd.

(Australia), Alchemy International Ltd.

(Seychelles), and Alchemytech Ltd.

(Cyprus) – are separate legal entities

subject to income taxation in their respective jurisdictions.

Parent does not include foreign subsidiary earnings in its U.S.

federal or state income tax returns.

The deferred tax liabilities recognized on the consolidated balance sheet in respect of the foreign

subsidiaries are discussed separately below.

Company calculates its income tax provision using the asset and liability method prescribed under ASC 740, Income Taxes .

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss (“NOL”)

carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on deferred tax assets

and liabilities is recognized in income in the period that includes the enactment date.

States Federal and State Income Taxes – FDCTech, Inc.

Parent is subject to the U.S.

federal corporate income tax at a flat rate of 21 % under the Tax Cuts and Jobs Act of 2017, as well

as applicable state income taxes in California.

For the fiscal years ended December 31, 2025, and December 31, 2024, the U.S.

Parent generated

a pre-tax loss from operations on a standalone basis.

In each year, the provision for income taxes attributable to the U.S.

$ nil , as described below.

Book-to-Tax Reconciliation – FDCTech, Inc.

Parent Standalone)

The following table reconciles the U.S.

Parent’s pre-tax book loss to taxable income (loss) for the fiscal

years ended December 31, 2025, and December 31, 2024:

SCHEDULE OF PROVISION FOR INCOME TAXES

Deferred Tax Assets/Liability

3 unchanged sentences

M-1 Differences:

( 1,104,374 )

( 1,736,695 )

Stock/options issued for services

Depreciation and amortization

Allowance for doubtful accounts

Tax income (loss)

Prior Year NOL (exclude effect of state tax)

Prior Year NOL (exclude the effect of state tax)

( 1,224,265 )

( 1,395,876 )

Cumulative NOL

( 2,067,943 )

OF DEFERRED TAX ASSETS

( 1,224,265 )

SCHEDULE OF DEFERRED TAX ASSETS

December 31, 2025

2 unchanged sentences

Stock/options issued for services

Depreciation and amortization

Goodwill impairment

Tax rate change

Allowance for doubtful accounts

Valuation allowance

2 unchanged sentences

Change in valuation allowance

2022 and 2021, the Company had pre-tax income and losses of $ 1,104,374 and $ 1,736,695 , respectively, available for carry-forward to offset

future taxable income.

The Management has determined to provide full valuation allowances for our net deferred tax assets at the end

of 2022 and 2021, including Net Operating Loss (NOL) carryforwards generated during the years.

We could realize our deferred tax assets

based on its evaluation of positive and negative evidence, including our history of operating losses and the uncertainty of generating

future taxable income.

December 22, 2017, the United States President signed the Tax Cuts and Jobs Act (the “Act”).

The Act amends the Internal

Revenue Code to reduce tax rates and modify individual and business policies, credits, and deductions.

The Act reduces the corporate

federal tax rate from a maximum of 35% to a 21% rate for corporations.

The rate reduction will take effect on January 1, 2018.

we have applied the tax rate of 21% to the ending balance of federal deferred tax assets.

As we provided a full valuation allowance against

our net deferred tax assets, we have not recorded any tax impact due to the tax rate change.

Income Taxes (continued)

assessing the realization of deferred tax assets, management considers whether it is more likely that some portion or all of the deferred

tax assets will not be realized.

The ultimate realization of the deferred tax assets depends on generating future taxable income when

those temporary differences become deductible.

The Company believes it is unlikely to realize the benefits of NOL carryforward.

In recognition

of this risk, we have provided a valuation allowance of $ 231,919 on the deferred tax assets related to these NOL carryforwards.

our assumptions change, and we determine that we can realize these NOLs.

In that case, the tax benefits related to any reversal of the

valuation allowance on deferred tax assets as of December 31, 2022, will be accounted for as follows:

the Company will recognize approximately

$ 231,919 as an increased income tax expense and record $ 231,919 as a decrease in equity.

on the available objective evidence, management believes it is likely that the net deferred tax assets will not be fully realizable on

December 31, 2022.

Accordingly, management maintained a full valuation allowance against its net deferred tax assets on December 31,

The net change in the total valuation allowance for the twelve (12) months ending December 31, 2022, decreased by $ 142,473 .

December 31, 2022, and 2021, we had federal and state net operating income and loss carry-forwards of approximately $ 4,335,053 and $ 3,230,679 ,

respectively, expiring in 2037 for the federal and 2037 for the state.

the years ended December 31, 2022, and 2021, the Company analyzed its ASC 740 position and had not identified any uncertain tax positions

defined under ASC 740.

Should such a position be identified in the future, and if the Company owes interest and penalties, these would

be recognized as interest expense and other expense, respectively, in the consolidated financial statements.

Company has identified the United States Federal tax returns as its “major” tax jurisdiction.

The Company has submitted and

received acceptance of the United States Federal return for 2022 and 2021.

The Company was not subject to tax examination by authorities

in the United States before 2016.

The State Franchise Tax return for 2022 and 2021 has been submitted and accepted by Delaware State

Franchise Tax Board.

Currently, the Company does not have any ongoing tax examinations.

of December 31, 2022, the Company has assessed federal and state payroll tax payments in the aggregate amount of $ 204,828 , and we have

included it in the General and administrative expenses.

The Company has no foreign tax expenses and liabilities as of December 31, 2022,

the fiscal year ended December 31, 2025, the non-cash stock-based compensation add-back of $ 49,300 consists of:

(i) $ 35,200 representing

the fair value of 32,000,000 shares of restricted common stock issued to employees of the Company’s subsidiaries for services rendered;

and (ii) $ 14,100 representing 10,000 shares of Series B Convertible Preferred Stock issued to Nick G.

Kundnani for services, recognized

at $ 1.41 per share.

For the fiscal year ended December 31, 2024, the add-back of $ 846,950 represents 561,844 shares of Series B Convertible

Preferred Stock issued to officers, directors, and consultants for services rendered ($ 792,200 ), and 500,000 shares of common stock issued

for services ($ 54,750 ).

The allowance for doubtful accounts of $ 44,058 , recognized as a general and administrative expense in fiscal

year 2024 in connection with the restatement, is not deductible for U.S.

federal income tax purposes until the related receivable is

actually written off as uncollectible.

the fiscal year ended December 31, 2024, the pre-NOL taxable income of $171,611 was fully offset by prior-period NOL carryforwards, resulting

in net taxable income of $nil and a current tax provision of $nil.

For the fiscal year ended December 31, 2025, the U.S.

Parent generated

a net taxable loss of $843,678, resulting in no current income tax expense.

Operating Loss Carryforwards

of December 31, 2025, the U.S.

Parent had generated a current-year taxable loss of $ 843,678 , which is added to the accumulated NOL carryforward.

Federal NOL carryforwards generated after December 31, 2017, carry forward indefinitely but are subject to a utilization limitation of

80% of taxable income in any given year.

Federal NOL carryforwards generated prior to January 1, 2018, expire 20 years after the year

in which they arose and are not subject to the 80% limitation.

The accumulated U.S.

federal NOL carryforward of FDCTech, Inc.

as of December

31, 2025, inclusive of the $ 843,678 generated in fiscal year 2025, is approximately $ 1,224,265 .

The Company has filed its U.S.

tax return for the fiscal year ended December 31, 2025.

evaluating the realizability of deferred tax assets, management considered all available positive and negative evidence, including the

Parent’s history of cumulative operating losses, the expected reversal of existing temporary differences, tax planning strategies,

and projected future taxable income.

Based on the weight of available evidence, and in particular the U.S.

Parent’s sustained history

of pre-tax losses at the standalone entity level, management has determined that it is more likely than not that the U.S.

gross deferred tax assets will not be realized.

Accordingly, a full valuation allowance has been established against the U.S.

net deferred tax assets as of December 31, 2025 and 2024.

The change in valuation

allowance for fiscal year 2025 reflects the addition of the deferred tax asset arising from the $ 843,678 current-year taxable loss (generating

a deferred tax asset of $ 177,172 at 21 % ), partially offset by the release of the $ 36,038 deferred tax asset associated with the $ 171,611

of prior-period NOL carryforward utilized during fiscal year 2024 (reflected in the FY2024 comparative column).

The allowance for doubtful

accounts of $ 44,058 recognized in fiscal year 2024 results in a temporary difference of $ 9,252 (at 21%) that is expected to reverse upon

charge-off of the related receivable.

Foreign Subsi diary

Taxes and Deferred Tax Liabilities

Company’s foreign operating subsidiaries are subject to income taxes in their respective jurisdictions.

Alchemy Markets Ltd.

subject to corporate income tax in Malta under the Income Tax Act at a standard rate of 35%, with a refund mechanism that generally results

in an effective tax rate of approximately 5% for trading income distributed to non-Maltese shareholders.

Alchemy Prime Limited is subject

to UK Corporation Tax at the applicable statutory rate.

AD Advisory Services Pty Ltd.

is subject to Australian income tax at the applicable

corporate rate.

Alchemy International Ltd.

is subject to income tax in Seychelles under applicable local legislation.

Alchemytech Ltd.

is subject to income tax in Cyprus.

Company does not consolidate foreign subsidiary earnings for U.S.

tax purposes.

Management considers the undistributed earnings of its

foreign subsidiaries to be indefinitely reinvested outside the United States, and accordingly, no deferred U.S.

federal income tax liability

has been recognized with respect to such earnings.

consolidated balance sheet includes a deferred tax liability of $ 377,975 as of December 31, 2025 (December 31, 2024:

$ 333,418 ), relating

to temporary differences arising at the Company’s foreign subsidiaries, primarily Alchemy Markets Ltd.

The deferred tax

expense recognized in the consolidated statements of operations arising from changes in this liability was $ 44,557 for the fiscal year

ended December 31, 2025 (fiscal year 2024:

deferred tax benefit of $ 513,163 ).

These amounts are measured using the enacted tax rates

applicable in the relevant foreign jurisdictions.

Tax Positions

Company has analyzed its tax positions in all jurisdictions in accordance with ASC 740-10-25 and has identified no uncertain tax positions

requiring recognition or disclosure as of December 31, 2025, or December 31, 2024.

The Company does not anticipate a material change

in the amount of unrecognized tax benefits within the next twelve months.

Should uncertain tax positions be identified in the future,

any related interest and penalties would be recognized as components of income tax expense.

Company’s U.S.

federal and California state income tax returns are subject to examination for tax years beginning 2021.

federal income tax returns for fiscal years 2023 and 2022 have been filed and accepted.

The California franchise tax returns for fiscal

years 2023 and 2022 have also been filed and accepted.

As of December 31, 2025, the Company has no ongoing tax examinations in any jurisdiction.

OFF-BALANCE SHEET ARRANGEMENTS

1 unchanged sentence

SUBSEQUENT EVENTS

Company had evaluated subsequent events through April 17, 2023, when these financial statements were available to be

January 2023, the Company issued 5,309,179 common shares valued at $ 60,525 and $ 60,000 in six equal installments of $ 10,000 each from

February 2023 to July 2023 to settle the difference in consideration shares issued with the AJB Note.

FINRA Rule 1017 requires the Company to file continuing membership applications (CMAs) as it plans to apply for changes in ownership,

control, and business operations.

The Company filed the CMA form with FINRA in February 2023 to effect the change of ownership of CIM

Securities, LLC, where the Company interest shall be 51.00 %.

February 2023, the Company paid off all the outstanding balance of $ 550,000 and any accrued interest related to the AJB Note.

February 2023, the Company issued 115,000,000 shares to Alchemy Prime Ltd for $ 550,000 .

The Company used the funds to pay off the outstanding

On December 31, 2022, the Company announced the sales

purchase agreement (“Agreement”) under which the Company acquired a 50.10 % equity interest in New Star Capital Trading Ltd.,

a British Virgin Island company (“New Star”) and its operating subsidiary NSFX Ltd (“NSFX”).

NSFX is an online

trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

The Company will assume a business acquisition loan

liability of $ 350,000 to purchase the controlling interest in NSFX.

The Company amended the Agreement to February 28, 2023, to comply

with the BVI Companies Act requirement for the change of ownership.

The Company expects to consolidate the fair value of NSFX’s

assets and liabilities on or after February 28, 2023 but no later than June 30, 2023..

In March 2023, the Company issued 2,000,000 shares

for $ 20,000 cash.

Company evaluated subsequent events through April 22, 2026, the date on which these consolidated financial statements were available

to be issued.

The following events occurring after December 31, 2025, are disclosed in accordance with ASC 855, Subsequent Events .

to Series B Convertible Preferred Stock Conversion Terms

January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock

(the “Series B Amendment”) with the Secretary of State of the State of Delaware.

The Series B Amendment did not change the

number of authorized or issued shares of Series B Convertible Preferred Stock, nor any other rights, preferences, or privileges thereof,

except with respect to its conversion rights.

amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder and without payment of additional

consideration, into 100 shares of Common Stock at any time (the “Base Conversion Rate”).

However, in the event the Company

completes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market

or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such qualifying public offering

will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each one share of Series B Convertible

Preferred Stock.

The Company anticipates that the conversion ratio applied in connection with a qualifying offering would be 10 shares

of Common Stock for each one share of Series B Convertible Preferred Stock.

The Series B Amendment was approved by the Board of Directors

by unanimous written consent and by the written consent of the holders of at least 51% of the Series B voting power, as required under

Delaware General Corporation Law.

Uplisting to a National Securities Exchange

connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company has engaged Lucosky

Brookman LLP as legal counsel and E.F.

LLC as financial advisor to assist with capital markets strategy, financing opportunities,

and the uplisting process.

The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission.

As of the date these financial statements were available to be issued, the registration statement had not yet been filed.

is a Type I recognized subsequent event to the extent it relates to the Series B conversion terms described above, and is otherwise disclosed

for informational purposes.

to Legal Proceedings

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

On February 2, 2026, a hearing

was held before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined

the Company’s witnesses.

Following the cross-examination, the matter has been adjourned for final legal submissions.

has been issued as of the date these financial statements were available to be issued.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

in the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January

The case remains pending as of the date these financial statements were available to be issued.

respect to all other legal proceedings described in Note 10 — Commitments and Contingencies, there have been no material developments

between December 31, 2025, and the date these financial statements were available to be issued.

U.S.–Israel–Iran

Military Conflict

February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, targeting military, governmental,

and nuclear-related sites.

Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict

commercial shipping traffic through the Strait of Hormuz.

As of the date these financial statements were available to be issued, the

conflict remained ongoing and its ultimate scope, duration, and resolution were uncertain.

Company maintains a sales office in Tel Aviv, Israel.

As of the date of this filing, that office has not experienced any material disruption

to its operations as a direct result of the conflict, and the safety of Company personnel located there has not been compromised.

Company’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of

which are in the directly affected region.

However, the broader geopolitical instability and elevated market volatility arising from

the conflict may affect client trading volumes, foreign currency exchange rates, and the general business environment in which the Company

event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at

December 31, 2025, and therefore does not result in any adjustment to the amounts recognized in the consolidated financial statements.

On March 24, 2026, the Company filed a Certificate of Designation with

the Secretary of State of the State of Delaware designating 3,000,000 shares of its authorized preferred stock, par value $ 0.0001 per

share, as “Series B Convertible Preferred Stock.” Each share of Series B Preferred Stock carries one vote per share, voting

together with the Common Stock as a single class , and is convertible at the option of the holder into 100 shares of Common Stock, subject

to adjustment and to a Board-determined conversion ratio (ranging from 100:1 to 10:1) in the event the Company completes a qualifying

public offering of $10,000,000 or more with an uplisting to NASDAQ or NYSE.

The Series B Preferred Stock has no stated dividend or liquidation

As of the date of issuance of these consolidated financial statements, no shares of Series B Preferred Stock have been issued

or are outstanding.

The maturity of the $ 2,000,000 seller note loan obligation for the acquisition of AIL was extended to June 30, 2026 .

The Company has evaluated subsequent events through the filing of this Form 10-K and determined that no other events

would require adjustments to our disclosures in the consolidated financial statements.

Articles of Incorporation

Certificate of Designation of Series B Convertible Preferred Stock

Alchemy International Limited Share Purchase Agreement as filed with the SEC on November 10, 2025

Change of Auditor as filed with the SEC on April 4, 2025

FDCTech, Inc.

Insider Trading Policy

List of Subsidiaries

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

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

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

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

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

XBRL Instance Document

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures