What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-13 · 927 added, 1219 removed, 580 unchanged (79% of the section changed)

Financial Statements.

to Consolidated Financial Statements

Consolidated Balance Sheets as of September 30, 2025 (Unaudited), and December 31, 2024 (Audited)

Consolidated Statements of Operations for the Three and Nine months ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine months ended September 30, 2025 and 2024 (Unaudited)

Consolidated Statements of Cash Flows for the Three and Nine months ended September 30, 2025 and 2024 (Unaudited)

Consolidated Balance Sheets as of March 31, 2026 (Unaudited), and December 31, 2025 (Audited)

Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)

Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)

Notes to the Consolidated Financial Statements

BALANCE SHEETS

September 30,

Current assets:

Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 22,382 , respectively

Prepaid expenses – current

Subscription receivable

Loan receivable

Accounts receivable, net

Prepaid – current

Related party receivable

Total Current assets

Prepaid – non-current

Fixed assets, net

Capitalized software, net

Investment through a subsidiary

Investment through subsidiary

Accrued income

Acquired intangible assets

Tax receivable

Other trade and tax receivable

Fair value of trading positions for the firm, profit

Right of use (lease)

Fixed assets, net

Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

3 unchanged sentences

Business acquisition loan

Cares act- paycheck protection program advance

Related party advances

9 unchanged sentences

Commitments and Contingencies (Note 8)

Stockholders’ Deficit:

Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 4,500,000 issued and outstanding, as of September 30, 2025, and December 31, 2024

Series B Preferred Stock, par value $ 0.0001 , 3,500,000 shares authorized, 2,371,844 and 2,361,844 issued and outstanding, as of September 30, 2025, and December 31, 2024

Stockholders’ Equity (Deficit):

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 March 31, 2026 and December 31, 2025

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

March 31, 2026 and December 31, 2025

Series B Preferred stock, par value $ 0.0001 , 3,000,000 shares authorized,

2,371,844 and 2,371,844 issued and outstanding, as of March 31, 2026 and December 31, 2025

Series B Preferred stock, par value $0.0001, 3,000,000 shares authorized, 2,371,844 and 2,371,844 issued and outstanding, as of

March 31, 2026 and December 31, 2025

Preferred Stock, value

Common stock, par value $ 0.0001 , 750,000,000 shares authorized;

422,584,729 and 390,584,729 shares issued and outstanding, as of September 30, 2025, and December 31, 2024

Additional paid-in capital, Common Series A, Series B

Accumulated other comprehensive income

Accumulated deficit

423,084,729 and

423,084,729 shares issued and outstanding, as of March 31, 2026 and December 31, 2025

Common stock, par value $0.0001, 750,000,000 shares authorized;

423,084,729 and 423,084,729 shares issued and outstanding, as of

March 31, 2026 and December 31, 2025

Additional paid-in capital

Subscription receivable

( 8,000,000 )

Additional paid-in capital, Series B Preferred stock

Accumulated other comprehensive income (loss)

Accumulated surplus (deficit)

Total FDCTech, Inc.

4 unchanged sentences

STATEMENTS OF OPERATIONS

March 31, 2026

March 31, 2025

Three Months Ended

Nine months ended

September 30,

March 31, 2026

March 31, 2025

(Restated, Unaudited)

Technology & software

12 unchanged sentences

Operating income (loss)

( 1,686,032 )

Other income (expense):

Other interest expense

Other interest income (expense)

Other income (expense)

Total other income (expense)

$ ( 299,705 )

Income (loss) before provision for income taxes

Provision (benefit) for income taxes

Provision for income tax

Net income (loss)

3 unchanged sentences

Change in foreign currency translation

$ ( 140,137 )

Total other comprehensive income (loss)

$ ( 140,137 )

Total comprehensive income (loss)

3 unchanged sentences

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

comprehensive

Stockholders’

income (loss)

Balance, June 30, 2024

$ ( 2,834,639 )

Three months ended September 30, 2024

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Net income (loss)

Balance, September 30, 2024

$ ( 3,488,102 )

Three months ended September 30, 2025

Balance, June 30, 2025

$ ( 2,916,646 )

Three months ended September 30, 2025

Change in APIC due to common control

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Net income (loss)

Balance, September 30, 2025

$ ( 2,241,003 )

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred stock

comprehensive

Stockholders’

income (loss)

Nine months ended September 30, 2024

Three months ended March 31, 2025 (Restated)

Balance, December 31, 2024

( 2,563,620 )

Nine months ended September 30, 2024

Series A Preferred canceled

( 2,000,000 )

Common stock issued for services

Series B issuances at $ 1.41 per share

Common stock issued for cash valued at $ 0.0144

Increase in APIC due to shares issued at a discount

Change in APIC due to common control

2 unchanged sentences

Net income (loss)

Balance, September 30, 2024

$ ( 3,488,102 )

Balance, March 31, 2025

( 2,480,382 )

Nine months ended September 30, 2025

Three months ended March 31, 2026

Balance, December 31, 2025

( 8,000,000 )

Three months ended September 30, 2025

Common stock issued for services

Series B issuances at $ 1.41 per share

Change in APIC due to common control

2 unchanged sentences

Net income (loss)

Balance, September 30, 2025

$ ( 2,241,003 )

Balance, March 31, 2026

( 8,000,000 )

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Nine months ended

September 30,

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

(Restated, Unaudited)

Operating Activities:

Net income (loss)

$ ( 861,395 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Software amortization

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net income attributable to noncontrolling interest

Common stock issued for services

Series B Preferred issued for services

Accounts receivable allowance

Fixed assets, net

Accrued expenses, non-related party

Acquired intangible assets

1 unchanged sentence

Gross accounts receivable

Loan receivable

( 4,028,659 )

Related party receivable

( 1,446,098 )

4 unchanged sentences

Customer funds

( 8,643,333 )

Fair value of trading position, net

1 unchanged sentence

Deferred taxes

Related party guarantee

Tax receivable by subsidiaries

2 unchanged sentences

Accrued expenses, related party

Net cash used in operating activities

$ ( 3,815,048 )

$ ( 3,556,116 )

Net cash provided by (used in) operating activities

Investing Activities:

Capitalized software

Effect of exchange rates

Business acquisition loan

Changes in paid-in capital

Net cash used in investing activities

Investment through subsidiary

Business acquisition seller’s note

Changes in paid-in capital, common control

Net cash provided by (used in) investing activities

Financing Activities:

Borrowing from (payments to) line of credit

Promissory Note

Net proceeds from cares act – paycheck protection program

1 unchanged sentence

Related party advances

Common stock issued for cash

Common stock issued for financing cost

Series A Preferred cancelation

Noncontrolling interest

Net cash provided by financing activities

( 25,900,580 )

Net increase in cash

Noncontrolling interest

Net cash provided by (used in) financing activities

$ ( 25,736,656 )

Effect of exchange rate changes on cash

Net increase (decrease) in cash

Cash at beginning of the period

Cash at end of the period

Cash paid for income taxes

Cash paid for interest

Non - cash investing and financing activities:

accompanying notes to the financial statements

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS

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

On February 27, 2018, the

Company changed its name to FDCTech, Inc.

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

in the FX and financial markets for OTC brokers.

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

and business solutions to online OTC brokerages (“customers”).

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

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

The company provides a range of proprietary and third-party

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

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

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

Through its recent

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

subsidiaries include:

AD Advisory Services

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

of 28 financial advisors.

Alchemy Markets Ltd.

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

across multiple asset classes in various European markets.

Alchemy Prime Limited

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

brokerage services.

AlchemyTech Ltd.

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

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

and expanding its market reach.

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

operational efficiencies and client engagement across global financial markets.

we have three primary business segments:

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

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

regulatory licenses, and a proven executive team.

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

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

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

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

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

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

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

The operating and licensed entity of ADFP is AD

Advisory Services Pty Ltd.

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

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

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

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

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

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

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

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

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

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

and financial services industries.

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

technology platform.

These acquisitions include AD Advisory Services Pty Ltd.

(2021), Alchemy Markets Ltd.

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

AML is an investment firm regulated by the

Malta Financial Services Authority (MFSA).

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

To comply with the

BVI Companies Act’s requirement for a change of ownership, the company amended the Agreement as of June 30, 2023.

The Company closed

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

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

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

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

$ 1,175,406 .

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

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Acquisition Termination

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

As part of the termination, the Company

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

to November 2024.

March 19, 2024, the Company established Alchemytech Ltd.

(ATECH), a Cypriot company.

ATECH provides the Company’s subsidiaries

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

Investment and Brokerage

Brokerage (Europe) – Alchemy Markets Ltd.

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

The MFSA authorizes AML to deal with its account (market

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

clients’ money and assets.

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

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

AML is authorized countries

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

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

Spain, Sweden.

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

€ 5.6 million in client equity.

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

(CFDs) and equities through the Gettex exchange.

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

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

Most of these clients are French, helping

the Company establish its foothold in the French market.

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

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

This authorization positions the

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

Brokerage (UK) – Alchemy Prime Ltd.

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

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

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

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

Brokerage (Mauritius) – Prime Intermarket Group Eurasia

May 27, 2025, FDCTech, Inc.

(the “Company”) formed a new wholly owned subsidiary, Prime Intermarket Group Eurasia (“PIG

Eurasia”), incorporated in the Republic of Mauritius.

PIG Eurasia is structured as a Private Company limited by shares and is regulated

by the Financial Services Commission of Mauritius under the Companies Act.

The subsidiary will operate under a SEC-2.1B Investment Dealer

License (Full-Service Dealer, excluding Underwriting).

At present, there PIG Eurasia has no operations.

and Brokerage consolidated revenues for the nine months ended September 30, 2025, and 2024 were $ 8,938,912 and $ 12,169,469 , respectively.

(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 three months ended March 31, 2026.

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 March

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.

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

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

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

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

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

ADFP owns one hundred percent ( 100.00 %) equity

interest in ADS.

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

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

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

Advisory Services Pty Ltd.

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

funds under advice.

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

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

Management consolidated revenues for the nine months ended September 30, 2025, and 2024 were $ 4,976,601 and $ 4,922,551 , respectively.

Technology & Software

Development – Condor Trading Technology

Company provides technology and software development for digital assets.

In the retail foreign exchange trading space, where individuals

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

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

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

Company has three sources of revenue.

Technology Solutions

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

Our proprietary technology

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

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

and other digital assets-related solutions.

Customized Software

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

Agreement (“Agreement”).

Consulting Services— The

Company’s turnkey business solutions include Start-Your-Own brokerage (“SYOB”), Start-Your-Own Prime Brokerage

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

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

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

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

The Condor Pro Multi-Asset Trading Platform includes risk

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

providers or market makers.

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

digital assets, and other financial products.

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

December 31, 2019.

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

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

Condor Back Office complies with the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation implemented

by the European Securities and Markets Authority (ESMA) across the European Union as of January 3, 2018.

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

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

The Company expects to commercialize the Condor Investing & Trading

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Company does not hold any patents or trademarks on its proprietary technology solutions.

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

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

Such solutions include revenues from the

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

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

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

The Company initially plans to develop the technology architecture

of the digital assets exchange platform for its customers.

The initial capital required to produce such technologies is provided by our

customers, as the Company undertakes design-build software development projects for them.

The Company develops these projects to meet

the customer’s design criteria and performance requirements.

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

Consequently, the

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

service business or money transmitter license from the Financial Crimes Enforcement Network (FinCEN) and respective states’ money

transmission laws.

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

exchange, an alternative trading system, or a broker-dealer, since the Company is not a broker-dealer and does not intend to become one.

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

Gemini is a licensed

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

of Financial Services.

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

The Company considers a signed agreement with its customers

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

provide products or services as persuasive evidence of an arrangement.

Each agreement is tailored to the customer and clearly defines

the fee schedule, duties, responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution, and other clauses

necessary for a contract of this nature.

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

contract is tailored to the customer and clearly defines the fee schedule, duties, responsibilities, renewal and termination terms, confidentiality

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

Company has seven licensing agreements for its Condor Pro Multi-Asset Trading Platform as of the fiscal year ending September 30, 2025.

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

Trading Platform.

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

consolidated revenues for Technology and Software Development for the nine months ended September 30, 2025, and 2024, were $ 3,400,210

and $ 1,086,844 , respectively.

of the FRH Group Note

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

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

The Notes were convertible into

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

In no event will the conversion price be

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

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

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

The Company eliminated all four FRH Group convertible

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

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

Hong also owned.

Equity Line of Credit

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

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

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

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

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

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

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

From October 2021 to February

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

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

Our cash balance is $ 93,546 as of December

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

Small Business Administration (SBA) or the Cares Act Paycheck

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

Promissory Note

January 27, 2022, the Company issued a $ 550,000

promissory note to AJB Capital Investments, LLC, maturing on

July 27, 2022 , with a 10 %

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

to US $ 155,000

of the Company’s common stock.

The Company issued 2,214,286

shares of common stock at $ 0.07

per share and 1,000,000

warrants at $ 0.30 each.

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

Party Investments from 2022 to 2024

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

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

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

a change of ownership in the CMA application.

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

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

The Company has issued the Series A Preferred stock to Kundnani.

On November 30, 2023, Kundnani purchased 50,000,000 shares of the Company’s

common stock for $ 5.5 million.

The Company has issued the common stock to Kundnani.

The Company expects to receive funds by the end of

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

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024.

January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting,

internal controls, and corporate governance.

wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple regulators

in Australia.

The Australian Securities and Investments Commission (ASIC) administers a licensing regime for ‘financial services’

providers where ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations.

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

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

(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.

31, 2026, this segment remains in the development stages 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.

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by owning at least 10% of the Company’s stock.

Jonathan Baumgart is an independent director under the NYSE and NASDAQ listing standards.

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.

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Kundnani as the Director of the Company.

in Registrant’s Certifying Accountant

July 2, 2021, the Board of Directors of FDCTech, Inc.

(the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”)

as the Company’s independent registered public accounting firm.

The reports of FHH on the Company’s consolidated financial

statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion.

not qualified or modified for the uncertainty audit scope or accounting principles.

July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting

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

BFB has been the Company’s

auditor since July 2021.

On April 18, 2023, the board of directors of FDCTech, Inc.

(the “Company”) terminated its relationship

with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as

of April 18, 2023.

The reports of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022, and

2021 did not contain an adverse opinion or disclaimer of opinion.

They were not qualified or modified as to uncertainty, audit scope,

or accounting principles, except for providing a qualification for the Company’s ability to continue as a going concern.

the year ended December 31, 2022, and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on

any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved

to the satisfaction of BF Borgers, would have caused BF Borgers to refer to the matter in its reports on the Company’s financial

statements for such periods.

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

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

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

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

Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC.

During the period that Bolko was

the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused

Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.

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

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

July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”)

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

Olayinka is a member of the Public

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

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Acquisitions and Developments

of Alchemy International Ltd.

November 11, 2025, the Company finalized the acquisition of Alchemy International Ltd., a Seychelles-licensed securities dealer regulated

under license number SD136 by the Financial Services Authority (FSA).

The change of control was approved on October 29, 2025, by the

Establishment

of Xoala Asia

November 6, 2025, Xoala Asia was granted a Payment Intermediary Services license by the Financial Services Commission of Mauritius (license

Management is in the process of implementing the compliance, technology, and operating framework required by the FSC

(including AML/CFT, safeguarding of client funds where applicable, operational resilience, data protection, and reporting).

been no activity in Xoala Asia for the three months ending March 31, 2026.

Establishment

of Prime Intermarket Group Eurasia

January 1, 2026, we commenced start-up work under Prime Intermarket Group Eurasia (FXPIG), a Mauritius-based private limited company

under Section 24 of the Companies Act.

The company was originally established in May 2025, with no operations.

Corporate Actions

September 4, 2025, our Board of Directors unanimously approved, and we obtained the written consent of holders of a majority of our voting

power for, corporate actions to (i) amend our Certificate of Incorporation to increase the number of authorized shares of common stock

from 500,000,000 to 750,000,000 and the number of authorized shares of preferred stock from 10,000,000 to 15,000,000 ;

and (ii) authorize

our Board of Directors, in its discretion, to amend our Certificate of Incorporation not later than June 30, 2026, to effect a reverse

stock split of all outstanding shares of common stock in a ratio of not less than 1-for-10 and not more than 1-for-100, to be determined

by the Board .

The amendment effecting the increase in authorized shares has been filed with the Secretary of State of the State of Delaware

and is in effect as of March 31, 2026.

of Designation of Series B Convertible Preferred Stock

March 24, 2026, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate

of Designation”) with the Secretary of State of the State of Delaware.

The Series B Certificate of Designation designates 3,000,000

shares of the Company’s authorized preferred stock (par value $ 0.0001 per share) as “Series B Convertible Preferred Stock”

and establishes the rights, preferences, privileges, and restrictions of such shares, including a default conversion rate of one hundred

( 100 ) shares of Common Stock for each one share of Series B Convertible Preferred Stock, with the conversion rate adjustable by the Board

of Directors within a range of between one hundred (100) and ten (10) shares of Common Stock for each one share of Series B Convertible

Preferred Stock if the Company completes a public offering of $10,000,000 or more that includes an uplisting of the Common Stock to The

Nasdaq Stock Market or the New York Stock Exchange .

The principal terms of the Series B Convertible Preferred Stock are described further

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 targeting Israel, U.S.

military bases in the region,

and Gulf state infrastructure, and has sought to restrict commercial shipping traffic through the Strait of Hormuz.

The Company maintains

a sales office in Tel Aviv, Israel.

As of the date of this report, the Tel Aviv office has not experienced any material disruption to

its operations as a direct result of the conflict, and the safety of the Company’s personnel located there has not been compromised.

The Company’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none

of which are in the directly affected region.

The conflict has contributed to significant volatility in global energy prices and financial

markets, which may affect client trading volumes, foreign currency exchange rates, and the general business environment in which the

Company operates.

As of the date of this report, the Company has not experienced any material disruption to its business operations as

a direct result of the conflict.

Ukraine-Russia

geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine.

By the end of August

2022, the Company closed its technical support and development office in Russia and relocated its personnel to Turkey, currently considered

a neutral zone.

No individual associated with the Company is on the Specially Designated Nationals (SDN) and Blocked Persons list.

of the date of this report, there has been no disruption to our operations.

of Company’s Securities to be Registered

September 03, 2021, the Company’s description of its common stock, par value $ 0.0001 per share, to be registered hereunder contained

September 3, 2021, the Company’s description of its common stock, par value $ 0.0001 per share, to be registered hereunder is contained

under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (File No.

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 was filed, the Company has made all required filings under Section 15(d) and has continued to file all reports voluntarily.

as initially filed with the Securities and Exchange Commission on November 22, 2017, as subsequently amended (the “Registration

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.

of March 31, 2026, the Company had 423,084,729 shares of Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,371,844 shares

of Series B Preferred Stock issued and outstanding.

Holders of Series A Preferred Stock are entitled to fifty (50) non-cumulative votes

per share on all matters presented to stockholders for action and have no right to convert into the Company’s common stock.

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

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

of such shares, subject to the conversion-rate adjustment described above in connection with a qualifying public offering.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 the Special Designated Nationals and Blocked Persons 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.

of Presentation and Principles of Consolidation

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all intercompany balances and transactions.

The Company has prepared the consolidated financial statements consistent with the accounting

policies adopted by the Company in its financial statements.

The Company has measured and presented its consolidated financial statements

in US Dollars, the currency of the primary economic environment in which it operates (also known as its functional currency).

Statement Preparation and Use of Estimates

Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain

estimates, judgments, and assumptions.

This could impact the reported amounts of assets and liabilities, as well as the related disclosures,

at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for the periods presented.

include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability

The Company has prepared the consolidated financial statements consistent with the Company’s

accounting policies in its financial statements.

The Company has measured and presented the Company’s consolidated financial statements

in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional

Financial Statement Preparation and Use of Estimates

Company prepared the consolidated financial statements according to accounting principles generally accepted in the United States of

America (“GAAP”).

The preparation of the consolidated financial statements in conformity with GAAP requires management to

make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures

at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented.

Estimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability

of intangible assets with finite lives, and other long-lived assets.

Actual results could materially differ from these estimates.

results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including those arising from the current economic environment related to the coronavirus (“COVID-19”).

of Previously Issued Financial Statements

August 5, 2025, the Company identified an error in the preparation of its condensed consolidated financial statements for the three months

ended March 31, 2025.

Specifically, the Company erroneously included the results of operations of its subsidiary, APL, for a prior period

rather than for the current quarter.

As a result, revenue, cost of sales, and certain operating expenses were overstated, and other related

line items in the condensed consolidated balance sheets, statements of operations, statements of stockholders’ equity, and statements

of cash flows were misstated.

and Cash Equivalents

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with original maturities of three months or less.

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of

original maturities.

The Company maintains its cash balances at multiple financial institutions, both domestic and foreign.

For US financial

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of September 30, 2025.

However, as of

December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

As of September 30, 2025, and December 31, 2024, the Company had $ 24,777,611 and $ 24,781,389 in cash and cash equivalents held at the

financial institution.

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of March 31, 2026.

However, as of December

31, 2025, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

March 31, 2026, and December 31, 2025, the Company had $ 36,891,541 and $ 17,669,749 in cash and cash equivalents held at the financial

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Receivable primarily represent the amount from four (4) technology customers.

In some cases, customer receivables are due immediately

however, in most cases, the Company offers net 30 terms, where payment is due in full 30 days after the invoice date.

Company has based the allowance for doubtful accounts on its assessment of the collectability of customer accounts.

The Company regularly

reviews the allowance by considering historical experience, credit quality, the age of accounts receivable balances, and economic conditions that may affect a customer’s ability to pay, and

the expected default frequency.

Trade receivables are written off

when they are considered uncollectible.

September 30, 2025, and December 31, 2024, the Management determined that the allowance for doubtful accounts was $ 0 and $ 22,382 , respectively.

The fiscal year’s bad debt expense ended September 30, 2025, and December 31, 2024, was $ 0 and $ 0 , respectively.

Accounts receivable are recorded at the invoiced amount and do not bear interest.

The Company’s accounts receivable

arise principally from brokerage commissions, rebates, and technology service fees earned from counterparties and customers in the ordinary

course of business.

Receivables are generally short-term in nature and are typically settled within thirty days of the invoice date.

The Company evaluates the collectability of its accounts

receivable on an ongoing basis and maintains an allowance for doubtful accounts at a level management believes to be sufficient to absorb

estimated losses inherent in the receivable portfolio as of the balance sheet date.

The allowance is determined based on a review of specific

accounts considered to be at risk, taking into consideration the age of the receivable, the financial condition and payment history of

the counterparty, current economic conditions, and other relevant factors.

Account balances are charged against the allowance after all

reasonable means of collection have been exhausted and the potential for recovery is considered remote.

Recoveries of receivables previously

written off are recorded as a reduction to bad debt expense in the period the amounts are received.

of March 31, 2026 and December 31, 2025, accounts receivable were $ 358,932 and $ 188,415 , respectively, in each case net of an allowance

for doubtful accounts of $ 0

and $ 22,382 .

No provision for doubtful accounts was recorded during the three months ended March 31, 2026 or March 31, 2025, and management believes

the allowance is adequate to cover expected credit losses as of March 31, 2026.

Marketing, and Advertising

Company recognizes sales, marketing, and advertising expenses when incurred.

Company incurred $ 898,430

and $ 1,211,724

in sales, marketing, and advertising costs (“sales and marketing”) for the nine months ended September 30, 2025 and

2024, respectively.

The sales and marketing costs primarily included travel for trade shows, customer meetings, online marketing

on industry websites, press releases, and public relations activities.

The increase in sales and marketing expenses is mainly due to

higher promotional marketing costs for the three months ended September 30, 2024.

sales, marketing, and advertising expenses represented 5.19 % and 6.67 % of sales for the nine months ended September 30, 2025, and 2024, respectively.

Company incurred $ 404,302 and

$ 276,204 in sales, marketing, and

advertising costs (“sales and marketing”) for the three months ended March 31, 2026, and 2025, respectively.

marketing costs primarily consisted of travel costs for tradeshows and customer meetings, online marketing on industry websites,

press releases, and public relations activities.

The increase in sales and marketing expenses is primarily attributable to expanded

promotional and marketing activities supporting the Company’s broader brokerage and technology client base during the three

months ended March 31, 2026.

Sales, marketing, and advertising expenses represented approximately 2.66 % and 4.62 % of revenues for the three months ended March 31, 2026, and 2025, respectively.

January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers.

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Contracts with Customers (Topic 606), which includes the following steps:

Identify the contract or

contracts, and any subsequent amendments, with the customer.

all performance obligations under the contract and any subsequent amendments.

Determine the transaction

price for completing performance obligations.

Allocate the transaction

price to the contract’s performance obligations.

Recognize 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, applying it 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 implementing 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, non-refundable upfront fees, licensing, customer acceptance,

and other relevant categories.

Company accounts for a contract when the Company and the customer (‘parties’) have approved it and are committed

the contract or contracts and subsequent amendments with the customer.

all the performance obligations in the contract and subsequent amendments.

the transaction price for completing performance obligations.

the transaction price to the performance obligations in the contract.

the revenue when, or as, the Company satisfies a performance obligation.

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

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 complete satisfaction of a performance

obligation, warranties, customer options for additional goods or services, non-refundable

upfront fees, licensing, customer acceptance, and other relevant categories.

Company accounts for a contract when the Company and the customer (‘parties’) have approved of the contract and are committed

to performing their respective obligations.

Each party can identify its rights, obligations, and payment terms;

the contract has commercial

the contract has

commercial substance.

The Company will collect all of the considerations.

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.

Revenue is recognized when performance obligations are

satisfied by transferring control of the promised service to a customer.

The Company fixes the transaction price for goods and services

at contract inception.

The Company’s standard payment terms are net 30 days and, in some cases, due upon receipt of the invoice.

Company considers changes in scope, price, or both to be contract modifications.

The parties describe contract modifications as changes, variations, or amendments.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company considers the change in scope, price, or both as contract modifications.

The parties describe contract modification as a change

order, a variation, or an amendment.

A contract modification exists when the parties approve a modification that either creates new or

changes existing enforceable rights and obligations.

The Company assumes a contract modification by oral agreement or by implication from the customer’s customary business practice, provided the modification is agreed in writing.

The Company assumes a contract modification by oral agreement or implied by the

customer’s customary business practice when agreed in writing.

If the parties to the contract have not approved a contract modification,

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The Company recognizes

contract modifications in various forms— partial termination, an extension of the contract term with a corresponding

price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract

price without a change in the goods/services promised.

contract inception, the Company assesses the solutions, services, or bundles of solutions and services obligated in the contract

with a customer to identify each performance obligation within the contract, and then evaluates whether the performance obligations

are capable of being distinct within the context of the agreement.

contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase,

adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a

change in goods/services promised.

contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with

a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable

of being distinct and distinct within the context of the agreement.

Solutions and services that are not capable of being distinct and

distinct within the contract context are combined and treated as a single performance obligation for the purposes of allocating and recognizing 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, taking into account 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 of a product to a customer or by delivering a service to a customer.

We measure revenue based on the

consideration outlined in an arrangement or contract with a customer.

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.

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

with a customer.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2 unchanged sentences

Performance Obligation is Typically Satisfied

Consulting Services

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.

Company recognizes consulting revenue when the customer receives services over the contract period.

Company recognizes the consulting revenues when the customer receives services over the contract length.

If the customer pays the

Company in advance for these services, the Company records the payment as deferred revenue until the services are completed.

Technology Services

Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.

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.

Company recognizes ratably over the contractual period during which the services are delivered, beginning on the date such services

are made available to the customer.

Licensing agreements are typically one year in length, with an option to cancel upon notice;

customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements do not provide customers with the right to take possession of the software.

The Company charges the customers a

set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate

Software Development

Design and build software development projects for customers, where the Company develops the project to meet the design criteria and

performance requirements specified in the contract.

Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made

available to the customer.

Licensing agreements are typically one year in length with an option to cancel by giving notice;

have the right to terminate their agreements if the Company materially breaches its obligations under the agreement.

Licensing agreements

do not provide customers the right to take possession of the software.

The Company charges the customers a set-up fee for installing

the platform, and implementation activities are insignificant and not subject to a separate fee.

and build development software projects for customers, where the Company develops the project to meet the design criteria and performance

requirements as specified in the contract.

Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work

14 unchanged sentences

In determining the standalone

selling price, the Company uses the best evidence of the price it charges similar customers in similar

selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar

circumstances.

2 unchanged sentences

services when sold separately.

Company recognizes revenue when, or as, it transfers the promised goods or services to the contract.

The Company considers the

“transfers” of the promised goods or services to have occurred when the customer obtains control of the goods or

The Company believes a customer “obtains control” of an asset when it can directly use and substantially

benefit from all remaining benefits of the asset.

The Company recognizes deferred revenue related to services it will deliver within

one year as a current liability.

The Company presents deferred revenue for services to be provided more than one year in the future as a non-current liability.

Company recognizes revenue when or as it transfers the promised goods or services into the contract.

The Company considers the “transfers”

of the promised goods or services when the customer obtains control of the goods or services.

The Company believes a customer “obtains

control” of an asset when it can directly use and substantially obtain all the remaining benefits from an asset.

The Company recognizes

deferred revenue related to services it will deliver within one year as a current liability.

The Company presents deferred revenue related

to services that the Company will provide more than one year into the future as a non-current liability.

to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services.

3 unchanged sentences

Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue

from insurance products, fees for preparing the statement of advice, rebalancing portfolios, and other financial planning activities.

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 to enhance comparability and transparency across entities, industries,

606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries,

and capital markets.

6 unchanged sentences

each party can identify rights regarding the goods or services

to be transferred, establish payment terms, and confirm that the contract has commercial substance and that payment collection is probable.

to be transferred, 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

Providing ongoing financial

advisory services,

Preparing statements of

Executing portfolio rebalancing,

Facilitating the purchase

of insurance products, and

Offering other specialized

financial and estate planning services.

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

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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 such

as cost-plus margin, market assessment, or a residual approach, while considering the Customer’s perceived value of each

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

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For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services.

performed at a specific point in time, revenue is recognized upon completion.

performed at a specific point in time, revenue is recognized upon completion of the service.

The pattern of revenue recognition is determined

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Markets Ltd (Alchemy Malta) and Alchemy Prime Ltd (Alchemy UK) are providers of trading services and solutions specializing in over-the-counter

(“OTC”) and exchange-traded markets in Europe.

(“OTC”) and exchange-traded markets for European markets.

Malta Financial Services Authority (MFSA) regulates Alchemy Malta

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risks and make informed investment decisions.

recognize Brokerage (Trading) revenue under the principal model, following the guidance in ASC 606, Revenues from Contracts

recognize Brokerage (Trading) revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts

with Customers.

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Brokerage (Trading) revenue

comprises retail OTC and advisory business revenue.

comprises revenue from the retail OTC business and the advisory business.

OTC trading includes forex trading (“forex”), precious

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on a trade-date basis.

The Company acts as an agent for clearing trades but is the principal for fees paid to introducing brokers.

The Company acts as an agent concerning clearing trades, but is the principal on fees paid to introducing brokers.

The Company does not assume any market-making risk related to customer trades in this business.

interest revenue consists primarily of revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit with the

Company’s liquidity providers as collateral, less interest paid to the Company’s customers.

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 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 a maturity of three months

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 September 30, 2025.

However, as of December 31,

2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries.

30, 2025, and December 31, 2024, the Company had $ 24,777,611 and $ 24,781,389 cash and cash equivalents held at the financial institution.

the nine months ended September 30, 2025, and 2024, the Company generated $ 17,315,723 and $ 18,178,864 in revenues, representing a decrease

of over 4.75% from the previous period.

It comprises three main business segments:

Investment and Brokerage, Wealth Management,

and Technology and Software Development.

Receivable primarily represent the amount from four (4) technology customers.

In some cases, customer receivables are due

immediately upon demand;

however, in most cases, the Company offers net 30 terms, where payment is due in full 30 days after the

invoice date.

The Company has based the allowance for doubtful accounts on its assessment of the collectability of customer

The Company regularly reviews the allowance by considering historical experience, credit quality, the age of accounts

receivable balances, economic conditions that may affect a customer’s ability to pay, and expected default rates.

receivables are written off when they are considered uncollectible.

of September 30, 2025, and December 31, 2024, management determined that the allowance for doubtful accounts was $ 0

and $ 22,382 ,

respectively.

The fiscal year’s bad debt expense ended September 30, 2025, and December 31, 2024, was $ 0

respectively.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with original maturities

of three months or less at the date of acquisition.

The Company maintains its cash balances at multiple financial institutions, both

domestic and foreign.

For balances held at U.S.

financial institutions, such balances did not exceed Federal Deposit Insurance

Corporation (“FDIC”) limits as of March 31, 2026.

As of March 31, 2026, and December 31, 2025, the majority of the

Company’s cash was held with non-FDIC financial institutions located in Malta, the United Kingdom, and other foreign

jurisdictions.

As of March 31, 2026, and December 31, 2025, the Company had $ 36,891,541

and $ 17,669,749 of

cash and cash equivalents held at financial institutions, of which $ 21,651,699 and $ 15,258,896 were held at various liquidity providers, respectively.

For the three months ended March 31, 2026, and 2025, the Company generated $ 15,214,492 and $ 5,976,948 in revenues, respectively, representing an increase of approximately 154.6 % over the prior period.

The Company’s revenues are derived from four operating segments:

Margin Brokerage, Wealth

Management, Technology and Software Development, and Payment Intermediary Services.

The Payment Intermediary Services segment is in the

start-up phase and did not generate revenues during the three months ended March 31, 2026, or 2025.

The increase in revenues during the

three months ended March 31, 2026 was primarily attributable to trading revenues generated by AIL.

and Development (R and D) Cost

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The GAAP accounting standards require us to expense all research and development expenditures as incurred.

Three Months ended September 30, 2025, and 2024, the Company incurred R and D costs of $ 0 and $ 0 .

three months ended March 31, 2026, and 2025, the Company incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous period

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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.

(“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

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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

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

The Company has prepared an Amended Defense and Counterclaim through Counsel, which will be served shortly.

Case Management Conference has been scheduled for November 17, 2025, at which directions will be given to the trial.

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 in November 2026.

Intelligenceline.com, Fintelegram.com, et al.

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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 September 30, 2025.

A hearing is scheduled for December 15, 2025, on

the Company’s motion.

Alchemy Markets Ltd.

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.

FDCTech conducted the investigation and presented its findings during the management conference held on April 20,

FDCTech is currently awaiting the court’s final judgment based on the outcome of the investigation.

Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

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for the Company to continue presenting evidence.

The Court is expected to schedule an additional hearing for the FIAU to cross-examine

the Company’s witnesses, following which the matter will be adjourned for final legal submissions.

Alchemy Markets Ltd.

The Court scheduled an additional hearing for the FIAU to cross-examine the Company’s

witnesses for February 2, 2026, and then for April 15 2026, 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:

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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 September

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

The case remains pending as of January 21, 2026;

the next hearing in the matter is set for January 28, 2026.

2026, the Company submitted its final submissions before the Court.

The Company is currently awaiting the Court’s final

judgment following receipt and review of the FIAU’s final submissions.

Company believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously.

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is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of Long-Lived Assets

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There were no impairment

charges as of September 30, 2025, and December 31, 2024.

charges as of March 31, 2026, and December 31, 2025.

for Income Taxes

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unrecognized tax benefits to change significantly in the next twelve (12) months.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Development Costs

to ASC 985-20, Software development costs, including expenses incurred 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 method over the estimated useful life of the application software.

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.

Company established the technical feasibility of the Digital Assets Web Trader Platform in February 2018.

The Company completed the technical

feasibility of the Condor Investing and Trading App in January 2021.

Company estimates the useful life of the software to be three ( 3 ) years.

Company is developing the Condor Investing and Trading App.

The Company is currently capitalizing on the costs associated with the development.

The R and D costs in the period ending September 30, 2022, were incurred in evaluating the technological feasibility of the Robo Advice

The R and D costs in the period ending December 31, 2022, were incurred while evaluating the technological feasibility of the

Condor Investing and Trading App.

There were no R and D costs for the three months ending September 30, 2025, and 2024.

Company capitalizes major costs incurred during the application development stage for internal-use software.

In accordance with ASC 985-20, Costs of Software to

Be Sold, Leased, or Marketed, software development costs, including expenses incurred to develop software that is sold, leased, or otherwise

marketed, are capitalized after the establishment of technological feasibility, to the extent such costs are significant.

amortizes capitalized software development costs using the straight-line method over the estimated useful life of the application software.

Costs incurred prior to the establishment of technological feasibility are expensed as research and development costs in the period incurred.

The Company established the technological feasibility

of the Condor FX Back Office, the Condor Pro Multi-Asset Trading Platform Version, and the Condor Pricing Engine by the end of February

The Company established the technological feasibility of the Digital Assets Web Trader Platform in February 2018 and of the Condor

Investing and Trading App in January 2021.

The Company estimates the useful life of each application software to be three ( 3 ) years.

The Company is continuing to develop the Condor Investing

and Trading App and is currently capitalizing the costs associated with such development in accordance with the Company’s software

development cost policy.

Research and development costs incurred during the period ended September 30, 2022, were incurred in connection

with evaluating the technological feasibility of the Robo Advice Platform, and research and development costs incurred during the period

ended December 31, 2022, were incurred in connection with evaluating the technological feasibility of the Condor Investing and Trading

There were no research and development costs incurred during the three months ended March 31, 2026, or 2025.

The Company also capitalizes major costs incurred

during the application development stage for internal-use software in accordance with ASC 350-40, Internal-Use Software.

Costs incurred

during the preliminary project stage and post-implementation stage are expensed as incurred.

As of March 31, 2026, and December 31, 2025, capitalized

software, net of accumulated amortization, was $ 1,578,353 and $ 1,480,246 , respectively.

Property and Equipment, Net;

Property and equipment are stated at cost, less accumulated

depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range

from three 3 to five

years for computer equipment, furniture, and office equipment.

Leasehold improvements, if any, are amortized over the shorter

of the estimated useful life of the asset or the remaining lease term.

Expenditures for repairs and maintenance that do not extend the

useful life of the related asset are charged to expense as incurred, while expenditures that materially extend the useful life or improve

the functionality of an asset are capitalized.

Upon retirement or disposal, the cost and related accumulated depreciation are removed

from the accounts, and any resulting gain or loss is recognized in the consolidated statements of operations.

As of March 31, 2026, and December 31, 2025, property and equipment, net of accumulated depreciation, were $ 187,657

and $ 199,058 , respectively.

Depreciation expense for the three months ended March 31, 2026, and 2025 was $ 46,643 and $ 38,832 , respectively,

and is included in operating expenses in the consolidated statements of operations.

cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible

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OF EXCHANGE RATE

September 30,

exchange rate for the period:

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three levels to select inputs for valuation techniques:

Level 1 is a quoted price

for an identical item in an active market on the measurement date.

Level 1 is the most reliable evidence of fair value and is used

whenever this information is available.

Level 2 is directly or

indirectly observable inputs other than quoted prices.

An example of a Level 2 input is a valuation multiple for a business unit,

based on the sales, EBITDA, or net income of comparable companies.

Level 3 is an unobservable

1 is a quoted price for an identical item in an active market on the measurement date.

Level 1 is the most reliable evidence of fair

value and is used whenever this information is available.

2 is directly or indirectly observable inputs other than quoted prices.

An example of a Level 2 input is a valuation multiple for

a business unit, based on the sales, EBITDA, or net income of comparable companies.

3 is an unobservable input.

It may include the company’s data, adjusted for other reasonably available information.

Examples of a Level 3 input

are an internally generated financial forecast.

of a Level 3 input are an internally generated financial forecast.

and Diluted Income (Loss) per Share

Company follows ASC 260, Earnings Per Share, to account for earnings per share.

Basic earnings per share (“EPS”) calculations

are determined by dividing net profit (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 income by the weighted average number of common shares and dilutive common share

equivalents outstanding.

As of September 30, 2025, and 2024, the Company had weighted 422,584,729 and 389,639,674 basic and dilutive

shares issued and outstanding.

During the period ended September 30, 2025, common

stock equivalents were dilutive due to net income.

Hence, they were considered in the computation.

During the period ended September 30, 2024, common stock equivalents were

anti-dilutive due to net loss.

Hence, they were not considered in the computation.

The Company computes earnings per share in accordance

with ASC 260, Earnings Per Share.

Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable

to the Company’s common stockholders by the weighted average number of shares of common stock outstanding during the period.

earnings per share is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average

number of shares of common stock and dilutive common stock equivalents outstanding during the period.

Common stock equivalents are excluded

from the computation of diluted earnings per share when their effect would be antidilutive.

For the three months ended March 31, 2026, and 2025,

the weighted average number of shares of common stock outstanding, used to compute both basic and diluted earnings per share, was 423,084,729

and 422,229,173 , respectively.

The Company reported net income attributable to the Company’s shareholders of $ 6,863,678 and $ 118,046

for the three months ended March 31, 2026, and 2025, respectively, resulting in basic and diluted earnings per share of $ 0.016 and $ 0.000 ,

respectively.

The Company had no options, warrants, restricted stock units, convertible debt, or other potentially dilutive common

stock equivalents outstanding during the three months ended March 31, 2026, or 2025.

Accordingly, basic and diluted earnings per share

are the same for each period presented.

Reclassifications

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MANAGEMENT’S PLANS

The Company has prepared consolidated financial

statements on a going concern basis, which assumes the realization of assets and the settlement of liabilities and commitments in the

ordinary course of business.

At September 30, 2025, and December 31, 2024, the accumulated deficit was $ 2,241,003 and $ 2,563,620 , respectively.

At September 30, 2025, and December 31, 2024, the working capital surplus was $ 9,426,209 and $ 9,097,591 , respectively.

Since its inception, the Company has sustained recurring

losses and negative cash flows from operations.

During the nine months ended September 30, 2025, and 2024, the Company incurred net income

of $ 436,159 and a net loss $ 861,395 , respectively.

of September 30, 2025, the Company had a cash balance of $ 24,777,611 , which the Management believes is sufficient to support its ongoing

operations and meet current obligations in the ordinary course of business for at least the next twelve (12) months.

Over the past fiscal

years, the Company has demonstrated strong revenue growth and improved operational efficiency, with operating expenses decreasing as

a percentage of total revenue.

the Company has adequate liquidity to sustain its existing business activities, its strategic growth initiatives, particularly in the

development of financial technologies, may require additional capital investment.

To accelerate expansion and enhance its technological

offerings, the Company may seek external financing through private equity, public markets, or credit facilities.

However, the availability

and terms of such financing cannot be guaranteed.

remains focused on strengthening the company’s financial position by expanding its global customer base, increasing revenue from

its diversified portfolio of technological solutions, and working toward achieving a positive cash flow.

To support long-term growth,

the Company also plans to invest in long-lived assets that will drive economic benefits beyond the fiscal year 2025.

Additionally, Management

may explore revolving loan agreements with financial institutions or other funding options, as needed, to complement its organic growth

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 global customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal year 2025.

Company has prepared its consolidated financial statements on a going concern basis, which contemplates the realization of assets

and the satisfaction of liabilities and commitments in the ordinary course of business.

As of March 31, 2026, and December 31, 2025,

the Company had an accumulated surplus of $ 9,984,473

and $ 3,120,795 ,

respectively, and a working capital surplus of $ 30,169,554

and $ 14,883,171 ,

respectively.

the three months ended March 31, 2026, and 2025, the Company generated net income of $ 6,869,920

and $ 104,548 ,

respectively, and total revenues of $ 15,214,492 and $ 5,976,948 , respectively, representing an increase in revenues of approximately 154.6 %

over the prior period.

The improvement in the Company’s results of operations reflects strong revenue growth across the Margin

Brokerage and Technology and Software Development segments, contributions from the Company’s recently acquired subsidiaries, and

continued operating leverage on a largely fixed cost base.

The accumulated surplus increased from $ 3,120,795 as of December 31, 2025,

to $ 9,984,473 as of March 31, 2026, and the working capital surplus increased from $ 14,883,171 as of December 31, 2025, to $ 30,169,554

as of March 31, 2026.

Management has evaluated the Company’s ability

to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Subtopic 205-40, Presentation of Financial Statements—Going Concern.

In performing this evaluation as of the

date these consolidated financial statements are issued, management considered, among other factors, the Company’s significantly

improved results of operations during the three months ended March 31, 2026, including the revenue growth, profitability, and strengthened

liquidity position described above, together with management’s continued execution of its strategic plan to streamline and integrate

the Company’s recently acquired subsidiaries into a unified operating platform.

Based on this evaluation, management has concluded

that no conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a

going concern for at least twelve (12) months from the date these consolidated financial statements are issued.

Accordingly, these consolidated

financial statements have been prepared on a going concern basis, and no adjustments have been made to the carrying values of assets or

liabilities that might result if the Company were unable to continue as a going concern.

of March 31, 2026, the Company had a cash and cash equivalents balance of $ 36,891,541 ,

which management believes, together with cash expected to be generated from operations, is sufficient to support its ongoing operations

and to meet its current obligations as they become due in the ordinary course of business for at least twelve (12) months from the date

these consolidated financial statements are issued.

While management believes the Company has adequate liquidity to sustain its existing

business activities, the Company’s strategic growth initiatives, particularly the continued development of its financial technology

platforms, may require additional capital investment.

In order to accelerate expansion and enhance its technology offerings, the Company

may seek external financing through private placements of equity, public offerings, or credit facilities.

There can be no assurance,

however, that such financing will be available on acceptable terms, if at all.

Management remains focused on strengthening the Company’s financial position by expanding its global customer

base, increasing revenue from its diversified portfolio of technology solutions, realizing operating synergies from the continued integration

of its acquired subsidiaries, and working toward sustainable positive cash flow from operations.

To support long-term growth, the Company

also intends to invest in long-lived assets that are expected to generate economic benefits beyond fiscal year 2026.

In addition, the

Company is pursuing a potential listing of its common stock on a national securities exchange in connection with a proposed public offering.

If completed, the proceeds of such offering would meaningfully enhance the Company’s liquidity position and capital resources;

the completion, timing, and terms of any such offering are subject to market conditions and other factors, and there can be no assurance

that the offering will be consummated.

CAPITALIZED SOFTWARE COSTS

the three months ended September 30, 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.

September 30, 2025, and December 31, 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries,

was $ 1,387,486 and $ 1,163,309 .

Company has estimated aggregate amortization expenses for each of the five succeeding fiscal years, based on the estimated lifespan of

the software asset of three years.

Company’s capitalized software consists of internally developed software and software development costs capitalized in accordance

with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, and ASC 350-40, Internal-Use Software.

The estimated useful life

of the Company’s capitalized software is three ( 3 ) years, and amortization is recognized on a straight-line basis over such estimated

useful life commencing when the underlying software is placed in service.

As of March 31, 2026, and December 31, 2025, the unamortized

balance of capitalized software, including capitalized software of the Company’s subsidiaries, was $ 1,578,353 and $ 1,480,246 , respectively.

During the three months ended March 31, 2026, the Company capitalized $ 98,107 of software development costs.

No software amortization

expense was recognized during the three months ended March 31, 2026, or 2025, as the underlying software assets had not yet been placed

A substantial portion of the $ 1,578,353 capitalized

software balance as of March 31, 2026 relates to (i) software assets added in connection with, or shortly after, the acquisition of Alchemy

International Ltd.

(the change of control of which was approved on October 29, 2025, and which closed on November 11, 2025), and (ii)

the ongoing development of the Condor Investing and Trading App.

As of March 31, 2026, the related software assets had not yet been placed

in service, and accordingly, the Company has not commenced amortization.

Amortization will be recognized on a straight-line basis over

the estimated three ( 3 ) year useful life upon the date each underlying software asset is placed in service.

The Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the estimated

three ( 3 ) year useful life of the underlying software assets, commencing in the fiscal period in which such assets are placed in service.

RELATED PARTY TRANSACTIONS

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

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;

however, in no event will the conversion price

be less than $ 0.05 per share.

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

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

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

Eaglstein and Mr.

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

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

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

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

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

September 2022, the Company issued 30,000,000

common stock for cash consideration of $ 300,000

for 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 shares ,

valued at $ 60,000 .

Kundnani is the director and owner of APL.

January 2023, the Company issued 115,000,000 common stock for a cash consideration of $ 550,000 to Kundnani, its director.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Kundnani, the Company’s director.

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 a definitive agreement with Alchemy Group, pursuant to which the Company acquired 100 % of Alchemy

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

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

November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd.

(Alchemy BVI) from Alchemy Prime Holdings Ltd.

in exchange for 833,621 shares of Series B Preferred Stock.

The Company did not exchange cash in the transaction.

The Company has issued

the Series B Preferred stock to APHL.

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

As a result, the Company

now owns one hundred percent ( 100.00 %) of AML, an operating entity of Alchemy BVI.

RELATED PARTY TRANSACTIONS (continued)

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

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

The Company did not exchange cash in the transaction.

has issued the Series B Preferred stock APHL.

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

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

FDCTech has issued the Series A Preferred

stock to Kundnani.

a related party, purchased 50,000,000 shares of the Company’s common stock for $ 5.5 million.

FDCTech has issued the Common stock

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

working capital.

The Company has not formalized the agreement.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Preferred Convertible Shares in January 2024 (See:

Subsequent Events Memo).

January 4, 2024, the Company issued 141,844 Series B preferred stock to Gope S.

Kundnani for cash valued at $ 1.41 per share.

January 4, 2024, the Company issued 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’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 07, 2025, the Company issued 10,000 Series B preferred stock to Nick G.

Kundnani for services valued at $ 1.41 per share.

Company has, from time to time, entered into transactions with related parties, including its founders, directors, principal shareholders,

and entities controlled by them.

The following describes related party balances and transactions as of and for the periods presented.

of Relationships

Company’s principal related parties are:

Kundnani, a Director of the Company and the beneficial owner of 180,000,000

shares of common stock ( 42.54 %), 4,000,000

shares of Series A Preferred Stock ( 88.89 %),

and, through APSI Holdings Limited (a United Kingdom entity), 1,800,000

shares of Series B Convertible Preferred Stock ( 75.90 %);

Eaglstein and Imran Firoz, Co-Founders, Executive Officers, and Directors of the Company;

certain non-consolidated affiliated entities controlled directly or indirectly by Mr.

Kundnani, including Alchemy

DMCC (United Arab Emirates), Alchemy Capital Markets (“ACM”) (United Kingdom), FXIFY Markets Ltd.

(Labuan, Malaysia), and

other Kundnani-affiliated sister entities, all of which are sister entities to the Company and not part of the consolidated group.

Party Receivables

party receivables totaled $ 30,154,645 as of March 31, 2026, compared to $ 37,477,356 as of December 31, 2025, a net decrease of $ 7,322,711

during the three months ended March 31, 2026.

As of March 31, 2026, the principal components of the related party receivable balance were:

(i) approximately $ 26.8 million representing a net receivable from Alchemy DMCC, primarily reflecting Alchemy International Ltd.’s (“AIL”)

approximately $ 28.1 million receivable from Alchemy DMCC, partially offset by smaller balances at FDCTech, Inc.

and Alchemy Prime Limited;

(ii) approximately $ 3.2 million representing a loan receivable carried by FDCTech, Inc.

from FXIFY Markets Ltd., a non-consolidated affiliated sister

entity controlled by Mr.

and (iii) approximately $ 0.2 million of other balances, comprising residual intercompany timing differences after consolidation and balances held at unaffiliated

payment institutions.

As of December 31, 2025, the related party receivable balance was comprised primarily of approximately $ 35.8 million carried by AIL representing current account receivables from ACM and related affiliates, as further described in

the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, supplemented by the loan receivable from

FXIFY Markets Ltd.

described above at FDCTech, Inc.

Party Advances Payable

party advances payable totaled $ 3,296,890 as of March 31, 2026, compared to $ 29,197,470 as of December 31, 2025, a net decrease of $ 25,900,580 during the three months ended March 31, 2026.

As of March 31, 2026, the $ 3,296,890

balance was comprised primarily of approximately $ 2.7 million owed by Alchemy Prime Limited and approximately $ 0.6 million owed at the

FDCTech, Inc.

parent level, in each case to Kundnani-affiliated sister entities, with the remainder representing smaller balances at the

Company’s other subsidiaries.

The December 31, 2025 balance

was comprised primarily of approximately $ 25.5 million owed by AIL to Alchemy DMCC, approximately $ 3.7 million owed at the FDCTech, Inc.

level and across other subsidiaries to Kundnani-affiliated sister entities, and other smaller balances.

the three months ended March 31, 2026, the Company settled a net $ 25,900,580 of related party advances through a combination of (i)

cash repayments to the related-party counterparties and (ii) non-cash netting arrangements with Alchemy DMCC, including the transfer

back to AIL of certain trading positions previously held with Alchemy DMCC and other liquidity arrangements designed to manage

AIL’s counterparty risk exposures.

As a result of these arrangements, AIL’s net position with Alchemy DMCC moved from a

net advance payable as of December 31, 2025, to a net receivable of approximately $ 26.8 million

as of March 31, 2026.

The aggregate settlement of the related party advances payable is reflected as a financing outflow in the

condensed consolidated statement of cash flows for the three months ended March 31, 2026.

Expenses to Related Parties

expenses to related parties totaled $ 997,259

as of March 31, 2026, compared to $ 532,287

as of December 31, 2025.

These amounts primarily represent accrued executive compensation owed to Mr.

Eaglstein, the Company’s

Chief Executive Officer, and Mr.

Firoz, the Company’s Chief Financial Officer (through Thinkatalyst LLC, a Delaware limited

liability company controlled by Mr.

Firoz), each compensated at $ 15,000

per month under independent-contractor arrangements.

Q1 2026 Related Party Transactions

than the settlements and accruals described above, the principal related party transactions during the three months ended March 31,

2026 consisted of (i) the continued accrual of executive compensation to Messrs.

Eaglstein and Firoz at $ 15,000

per month each on an independent-contractor basis;

(ii) the continuing obligation in the amount of $ 2,000,000 under non-interest

bearing seller financing provided by Sync Capital Limited (a Seychelles entity controlled and owned by Mr.

Director and majority shareholder of the Company), in connection with the Company’s acquisition of Alchemy International Ltd.,

which obligation is repayable from the proceeds of the Company’s contemplated listing of its common stock on a national

securities exchange and is presented as a component of Business acquisition loan on the consolidated balance sheets (see Note 7);

and (iii) net activity in intercompany trading and rebate balances among the Company’s regulated subsidiaries (AML, APL, and

AIL), all of which were eliminated in consolidation in accordance with ASC 810-10-45-1.

There were no material new equity issuances,

loans, or guarantees to or from related parties during the three months ended March 31, 2026.

Cross-Reference

to Form 10-K/A

additional historical background on related party transactions, including transactions prior to fiscal year 2025, refer to Item 13 (Certain

Relationships and Related Transactions) of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025

(filed April 22, 2026).

LINE OF CREDIT

June 2016, the Company has 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, effective as of the close of business on December 31,

The interest rates for cash drawn are 12 % and 25 %, respectively.

Since October 2024, the Company has obtained an additional unsecured

revolving line of credit with a flexible spending limit, meaning there is no preset spending limit.

The overtime pay limit is $ 45,000.00 .

The credit line has an average purchase interest rate of 28 % as of September 30, 2025.

of September 30, 2025, the Company complies with the credit line’s terms and conditions.

As of September 30, 2025, and

December 31, 2024, the outstanding balances were $ 260,238 and $ 115,337 , respectively.

June 2016, the Company obtained an unsecured revolving line of credit of $ 40,000

from Bank of America to fund various business purchases and travel expenses.

The interest rates applicable to cash advances and

other drawn amounts under this line of credit are 12 %

respectively.

In October 2024, the Company obtained an additional unsecured revolving line of credit with a flexible spending limit,

under which no preset borrowing limit applies.

The additional line of credit bears interest on purchases at an average rate of approximately 28 % per annum.

of March 31, 2026, the Company was in compliance with the terms and conditions of each of its lines of credit.

As of March 31, 2026,

and December 31, 2025, the aggregate outstanding balances under the lines of credit were $ 266,926

and $ 111,352 ,

respectively.

NOTES PAYABLE

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”) and receiving confirmation from the SBA that the Bank may proceed with the PPP Note.

the SBA does not confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails

to apply for PPP Note forgiveness.

In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining

due under the PPP Note, including principal and interest (the “PPP Note Balance”).

In such case, Bank will establish the

terms for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note

Balance, the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of

the PPP Note, and the maturity date of two (2) years from the funding date of the PPP Note.

No principal or interest payments will be

due before the Deferment Period, which is ten months from the end of the covered period.

The PPP Note was not forgiven.

The Company started

paying off the PPP Note in August 2022.

The outstanding balance of the PPP loan, including accrued interest at 1.00 %, is approximately

$ 890 as of September 30, 2025.

May 22, 2020, the Company received $ 144,900 .

The installment payments will include both principal and interest of $ 707 per month and

begin twelve (12) months from the date of the promissory note.

The principal and interest balance will be payable thirty (30) years from

the date of the promissory note.

Interest will accrue at 3.75 % per annum and only on funds advanced from May 22, 2020, the advance date,

for $ 144,900 .

The outstanding balance of the SBA loan, including accrued interest, is $ 107,805 as of September 30, 2025.

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 valued at $ 71,521 upon issuance of the Note (the

“Shares”) and 1,000,000 3 -year cash warrants (‘Warrants’) priced at $ 0.30 .

The Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

The Company paid off the loan in February 2023.

December 27, 2023, the Company redeemed the Warrants on the following terms:

The Company shall pay $ 100,000

to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter Agreement”);

The Company shall pay $ 100,000

to the Purchaser on or before January 26, 2024 (the “Second Repayment”);

Company issued to the Purchaser 5,000,000

restricted shares of the Company’s Common Stock (the “Shares”) on December 27, 2023 (the “Share

Injury Disaster Loan (EIDL)

Small Business Administration offers the Economic Injury Disaster Loan program.

The CARES Act modified the program to offer an emergency

grant of up to $ 10,000 per business, which is forgivable, similar to the PPP Loan.

The Company doesn’t have to repay the grant.

On May 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

from a promissory note (the “PPP Note”) issued under the Paycheck Protection Program of the Coronavirus Aid, Relief, and

Economic Security Act (the “CARES Act”).

The PPP Note bears interest at a rate of 1.00 %

The PPP Note was not forgiven, and the Company commenced repayment of the PPP Note in August 2022.

The PPP Note was

repaid in full during the fiscal year ended December 31, 2025.

As of March 31, 2026, and December 31, 2025, the outstanding balance

of the PPP Note was $ 0

respectively.

May 22, 2020, the Company received proceeds of $ 144,900

under the U.S.

Small Business Administration’s Economic

Injury Disaster Loan (“EIDL”) program.

The loan bears interest at a rate of 3.75 % per annum on funds advanced.

payments of $ 707 per month, consisting of both principal and interest, are required, with the remaining principal and interest balance

payable thirty (30) years from the date of the promissory note.

As of March 31, 2026, and December 31, 2025, the non-current balance

outstanding under the SBA loan was $ 103,552

and $ 105,678 ,

respectively.

Acquisition Loan

of March 31, 2026, and December 31, 2025, the Company had outstanding seller financing obligations incurred in connection with prior

business acquisitions in the aggregate amount of $ 2,350,000

and $ 2,350,000 ,

respectively, presented as Business acquisition loan on the consolidated balance sheets.

The $ 2,350,000 aggregate balance is comprised of:

(i) $ 350,000 representing the unpaid portion of the

purchase consideration owed to the former shareholders of Alchemy Markets Ltd.

(“AML”) in connection with the Company’s

June 2023 acquisition of AML, which amount is currently the subject of litigation as described below;

(ii) $ 2,000,000 representing seller financing provided

by Sync Capital Limited, a Seychelles entity controlled and owned by Mr.

Kundnani, a Director and majority shareholder of the

Company, in connection with the Company’s acquisition of Alchemy International Ltd.

The $ 2,000,000 obligation to Sync Capital Limited

is non-interest-bearing.

Pursuant to the terms of the seller financing arrangement, the obligation becomes due and payable from the proceeds

of the Company’s contemplated listing of its common stock on a national securities exchange (the “Uplisting”), and no

other fixed maturity date has been established.

The Company has not imputed interest on this obligation, as the lender is a controlling

shareholder of the Company, and any imputed interest, if material, would be recognized as a deemed capital contribution from the controlling

shareholder with no net effect on stockholders’ equity.

No payments were made under this obligation during the three months ended

March 31, 2026, or 2025.

The $ 2,000,000 obligation to Sync Capital Limited is also disclosed as a related party transaction in Note 5.

There can be no assurance as to the timing or consummation of the Uplisting, and the Company’s obligation to repay the $ 2,000,000

to Sync Capital Limited will remain outstanding until such time as the Uplisting is completed or the parties otherwise agree to alternative

repayment terms.

As of March 31, 2026, the Company has accrued the

$ 350,000 withheld final payment within Business acquisition loan on the consolidated balance sheets.

Management, after consultation with

legal counsel, is unable to predict the ultimate outcome of the AML Litigation or to estimate the range of possible additional loss, if

any, beyond the amount currently accrued.

Accordingly, no additional accrual has been recorded as of March 31, 2026.

An adverse outcome

in the AML Litigation could result in the Company being required to pay additional amounts to the Claimants, which could have a material

adverse effect on the Company’s results of operations and financial condition in the period of resolution.

The $ 2,000,000 obligation to Sync Capital Limited

is also disclosed as a related party transaction in Note 5.

COMMITMENTS AND CONTINGENCIES

Company is subject to various commitments and contingencies arising in the ordinary course of business.

The following discussion summarizes

the Company’s significant commitments and contingencies as of March 31, 2026.

Facility and Other Operating Leases

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entitled to use the office and conference space if needed.

The new rent payment or membership fee for the Irvine Office is $ 95 per month, compared to the previous rent payment or membership fee for the New York Office of $ 890 per month, which covers general and administrative

The new rent payment or membership fee for the Irvine Office is $ 95 per month,

compared to the previous rent payment or membership fee for the New York Office of $ 890 per month, which covers general and administrative

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

42 unchanged sentences

lease liability on its financial statements.

COMMITMENTS AND CONTINGENCIES (continued)

Julian, Malta (AML Office)

July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St.

Julian, PTM01,

As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as

“Renewal Term”).

The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate

this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate

AML is entitled to use the office and conference space if needed.

The rent payment or membership fee for the AML Office

This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for

as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Center, Portomaso, St.

Julian, PTM01, Malta.

As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”).

The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to

Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease.

AML is entitled to use

the office and conference space if needed.

The rent payment or membership fee for the AML Office is € 1,659 per month.

This agreement

is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses

rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Aviv, Israel (AML Sales Office)

16 unchanged sentences

expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

COMMITMENTS AND CONTINGENCIES (continued)

United Kingdom (APL Office)

1 unchanged sentence

London, EC1V BAR.

Agop Tanielian and Hourig Mercedes Tanielian hold the lease as landlords, and the Company, through its subsidiary

Alchemy Prime Limited, is the tenant.

The lease has a fixed term of five years , commencing in 2024 and expiring in 2029, with an annual

rent of £ 112,500 (or $ 12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance, rent,

and maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”)

on or after 2026, provided that a four-month written notice is given prior.

Agop Tanielian and Hourig Mercedes Tanielian hold the lease as landlords, and the Company, through its subsidiary Alchemy

Prime Limited, is the tenant.

The lease has a fixed term of five years , commencing in 2024 and expiring in 2029, with an annual rent

of £ 112,500 (or $ 12,000 monthly), payable in quarterly installments.

APL is also liable for service charges, insurance, rent, and

maintenance responsibilities as specified in the agreement.

The lease includes an option to terminate (“Break Clause”) on

or after 2026, provided that a four-month written notice is given prior.

Additionally, the agreement requires APL to restore the premises

2 unchanged sentences

qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred

percent (100%) of their time to the Company.

The Company has not formalized performance bonuses and other incentive plans.

Each executive

is paid every month at the beginning of the month.

From September 2018 to September 30, 2020, the Company will pay its CEO and CFO a

monthly compensation of $ 5,000 , with increases each succeeding year, should the agreement be approved annually.

Effective October 1,

2020, the Company is expensing $ 12,000 monthly to its CEO and CFO.

Effective January 1, 2023, the Company is expensing $ 15,000 monthly

to its CEO and CFO.

September 30, 2025, and December 31, 2024, the cumulative accrued interest for SBA and other loans defined as an accrued non-current

was $ 45,379 and $ 70,493 , respectively.

The Company and its subsidiaries are involved in various

legal proceedings arising in the ordinary course of business.

The Company records accruals for outstanding legal matters when it believes

it is probable that a loss will be incurred and the amount can be reasonably estimated.

The Company evaluates, on a quarterly basis, developments

in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably

of September 30, 2025, the Company’s material legal proceedings include the following:

The total rental payment for the period ending March 31, 2026, was $ 83,753 .

Company compensates its Chief Executive Officer and its Chief Financial Officer at $ 15,000 per month each on an independent-contractor

basis (see Note 5, Related Party Transactions – Accrued Expenses to Related Parties).

For additional information regarding executive

compensation, refer to Item 11 (Executive Compensation) of the Company’s Annual Report on Form 10-K/A for the fiscal year ended

December 31, 2025, filed with the SEC on April 22, 2026.

March 31, 2026, and December 31, 2025, the cumulative accrued interest for the SBA loan and other non-current loans was $ 43,650 and $ 42,396 ,

respectively.

COMMITMENTS AND CONTINGENCIES (continued)

Company and its subsidiaries are involved in the following legal proceedings:

Alkoby, et al.

Company is defending a claim in the London Circuit Commercial Court (Claim Number LM-2024-000330) on December 9, 2024, brought by

former shareholders of Alchemy Markets Ltd.

(AML) acquired by the Company in June 2023.

The claimants seek approximately $ 1.02

million under the Share Sale Agreement.

The Company has counterclaimed for approximately $ 915,000

based on alleged breaches of representations and warranties, including undisclosed anti-money laundering deficiencies and

misrepresentations regarding net capital.

The Company believes it has meritorious defenses and counterclaims.

A case management

conference is scheduled for November 17, 2025.

As of September 30, 2025, the Company cannot reasonably estimate the possible loss,

if any, related to this matter and has not recorded an accrual.

Intelligenceline.com, et al.

Company filed a complaint in the Superior Court of California, County of Orange, alleging defamation, trade libel, and false light against

operators of certain websites that published allegedly false and defamatory statements about the Company.

The complaint seeks damages

and injunctive relief.

As of September 30, 2025, the complaint had not been served.

The Company believes the likelihood of loss related

to this matter is remote.

Alchemy Markets Ltd.

September 2023, the Financial Intelligence Analysis Unit (FIAU) of Malta imposed an administrative penalty of € 419,997 on Alchemy Markets Ltd.

(formerly NSFX Limited), a subsidiary of the Company, relating to a 2019 compliance examination conducted before the Company acquired the subsidiary.

The subsidiary has challenged this penalty through two proceedings in Malta:

(1) an administrative

appeal before the Court of Appeal (Inferior Jurisdiction);

and (2) a constitutional challenge before the First Hall Civil Court.

proceedings are in the evidentiary phase.

Company cannot reasonably estimate the possible loss, if any, at this time.

The outcome of these proceedings is uncertain and

could differ materially from management’s estimates.

the Company believes it has meritorious positions in the above matters, litigation is inherently uncertain, and unfavorable outcomes

could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

action is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330, filed December 9, 2024.

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that the Company

purchased in June 2023.

Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money

laundering deficiencies and was fined by the Financial Intelligence Analysis Unit.

An external audit also revealed that the previous

shareholders had taken loans from the company that were never repaid, resulting in net capital 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 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.

The trial is currently scheduled to take

place in 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, and further alleges that the defendants engaged in an extortion scheme by demanding payment for

the removal of defamatory content.

The complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light,

seeking damages and injunctive relief.

The complaint was filed in 2025 but had not yet been served as of December 31, 2025.

took place on December 15, 2025, on the Company’s motion.

FDCTech conducted the investigation and presented its findings during the management conference held on April 20,

FDCTech is currently awaiting the court’s final judgment based on the outcome of the investigation.

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.

The examination occurred approximately four years prior to the decision and under different ownership and control of the subsidiary.

The Company filed this appeal on October 19, 2023, challenging the decision-making process and the law on which it was based, asserting

that the penalty is arbitrary and excessive.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed

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, and then for April 15 2026, heard 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 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 and in alleged breach of the Constitution of Malta, the Company

was not adjudged by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

A first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim.

The case remains

the next hearing in the matter is scheduled for January 28, 2026.

is unaware of any other actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting

the Company, its subsidiaries, or any of their respective assets, other than those described above and other than ordinary routine litigation

incidental to the business.

Compliance Matters

its inception to the present, the Company’s officers have been paid as independent contractors.

As of September 30, 2025, the Company

As of March 31, 2026, the Company

believes its payroll tax liabilities are not yet estimated.

1 unchanged sentence

STOCKHOLDERS’ EQUITY (DEFICIT)

Information Statement is being made available by the Board of Directors of FDCTech, Inc., a Delaware corporation (the “Company”),

to holders of record of the Company’s common stock at the close of business on September 4, 2025 (the “Record Date”).

The purpose of this Information Statement is to inform the Company stockholders of the following actions taken by written consent of

the holders of a majority of the Company’s voting stock, dated September 4, 2025:

To amend our certificate

of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000

to 750,000,000 (the “Authorized Share Increase”), and the number of Preferred Stock from 10,000,000 shares to 15,000,000

shares (the “Authorized Share Increase”).

To authorize our

Board of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2026, to effect a Reverse Stock

Split of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 100 , to be determined

by the Board of Directors.

September 4, 2025, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On September 4, 2025, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock and Series A Preferred) own 370,128,105 shares, representing 87.6 % of the total issued and outstanding voting power of

the Board and the holders of a majority of the voting power of the Company’s issued and outstanding shares of capital stock have

voted in favor of the Corporate Actions, all corporate actions necessary to authorize the Corporate Actions have been taken.

that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which this Information Statement

and the accompanying notice are mailed to our stockholders.

Our Board retains authority to abandon either or both of the Corporate Actions

for any reason at any time prior to the effective date of the respective Corporate Action.

on February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change the authorized

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”):

To 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”),

To approve the Company’s

2022 Equity Plan (the “2022 Equity Plan”)

February 10, 2022, the Board approved the Corporate Actions.

To implement the actions, the Company opted to obtain written consent from

a majority of its voting power, as per Sections 228 and 242 of the Delaware General Corporation Law (DGCL) and our bylaws.

10, 2022, the Approving Stockholders gave their approval.

On February 10, 2022, the Approving Stockholders approved the Corporate Actions

by written consent.

The Approving Stockholders (common stock only) own 96,778,105 shares, representing 64.62 % of the Company’s

total issued and outstanding voting power.

of December 31, 2022, the Company had no equity compensation plans.

February 21, 2024, our Board unanimously approved the Corporate Actions.

In order to eliminate the costs and management time involved

in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes

of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described

in this Information Statement in accordance with Sections 228 and 242 of the Delaware General Corporation Law (the “DGCL”)

and our bylaws.

On February 21, 2024, the Approving Stockholders approved, by written consent, the Corporate Actions.

The Approving Stockholders

(common stock only) own 280,102,413 shares, representing 72 % of the total issued and outstanding voting power of the Company.

March 12, 2024, the Company filed the Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 and informed

all holders of record on February 21, 2024 (the “Record Date”) of the common stock, $ 0.0001 par value per share (the “Common

Stock”), of the Company, in connection with the approval of the following actions taken by the Board of Directors of the Company

(the “Board”) and by written consent of the holders of a majority of the voting power of Company’s issued and outstanding

capital stock (the “Approving Stockholders”):

To amend our certificate

of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000

to 1,000,000,000 (the “Authorized Share Increase”), and

To authorize our Board

of Directors, in its discretion, to amend our articles of incorporation not later than June 30, 2024, to effect a Reverse Stock Split

of all outstanding shares of our common stock in a ratio of not less than 1 for 10 and not more than 1 for 50 , to be determined by

the Board of Directors, and

To approve the Company’s

2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been

We expect that each of the Corporate Actions will become effective on or about the 20th calendar day after the date on which

this Information Statement and the accompanying notice are mailed to our stockholders.

Our Board may abandon either or both Corporate

Actions for any reason before their effective date.

February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares.

As amended at that time, the Company had the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock

having a par value of $ 0.0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ 0.0001 per share.

February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase

the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan.

The Approving

Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the

Corporate Actions – September 2025

September 4, 2025, the Board of Directors unanimously approved, and the Company obtained the written consent of holders of a majority

of the Company’s voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the authorized shares

of common stock from 500,000,000 to 750,000,000 and the authorized shares of preferred stock from 10,000,000 to 15,000,000 and (ii) authorize

the Board of Directors, in its discretion, to amend the Certificate of Incorporation not later than June 30, 2026 to effect a reverse

stock split of all outstanding shares of common stock in a ratio of not less than 1-for-10 and not more than 1-for-100, to be determined

by the Board .

The amendment to the Certificate of Incorporation affecting the increase in authorized shares of common stock and preferred

stock has been filed with the Secretary of State of the State of Delaware and is in effect as of March 31, 2026.

of Designation of Series B Convertible Preferred Stock

March 24, 2026, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate

of Designation”) with the Secretary of State of the State of Delaware.

The Series B Certificate of Designation designates 3,000,000

shares of the Company’s authorized preferred stock (par value $ 0.0001 per share) as “Series B Convertible Preferred Stock”

and establishes the rights, preferences, privileges, and restrictions of such shares.

of Series B Convertible Preferred Stock have no dividend rights except as may be declared by the Board of Directors in its sole and absolute

discretion, out of funds legally available for that purpose.

Each share is entitled to one (1) vote per share on all matters presented

to stockholders, and holders generally vote together with holders of Common Stock as a single class.

The vote or consent of holders of

a majority of the outstanding Series B Convertible Preferred Stock is required for:

(i) matters that by law require the approval of the

outstanding shares of the Series B Convertible Preferred Stock as a separate class;

(ii) any amendment to the rights, preferences, privileges,

or powers of the Series B Convertible Preferred Stock that would have a material adverse effect on the Series B Convertible Preferred

(iii) any increase in the aggregate authorized number of shares of Series B Convertible Preferred Stock;

(iv) any action that

reclassifies any outstanding shares into shares having priority as to dividends or assets senior to the Series B Convertible Preferred

or (v) any amendment to the Company’s Certificate of Incorporation that materially and adversely affects the rights of the

Series B Convertible Preferred Stock.

share of Series B Convertible Preferred Stock is convertible at the option of the holder, without payment of additional consideration,

into shares of Common Stock at any time, at an initial conversion rate of one hundred ( 100 ) shares of Common Stock for each one share

of Series B Convertible Preferred Stock, subject to adjustment as provided in the Series B Certificate of Designation.

If the Company

completes a public offering of $ 10,000,000 or more that includes an uplisting of the Common Stock to The Nasdaq Stock Market or the New

York Stock Exchange, the conversion rate for the Series B Convertible Preferred Stock in connection with such qualifying public offering

will be determined by the Board of Directors within a range of between one hundred (100) and ten (10) shares of Common Stock for each

one share of Series B Convertible Preferred Stock.

The Series B Certificate of Designation also includes customary anti-dilution adjustments

for stock dividends, stock splits, combinations, and reclassifications affecting the Common Stock, and provides that no fractional shares

of Common Stock will be issued upon conversion (any fractional share entitlement will be rounded up to the nearest whole share).

of Series B Convertible Preferred Stock that are converted into Common Stock or are otherwise acquired by the Company are restored to

the status of authorized but unissued shares of preferred stock, without designation as to class, and may thereafter be issued, but not

as shares of Series B Convertible Preferred Stock.

As of March 31, 2026, 2,371,844 shares of Series B Convertible Preferred Stock were

issued and outstanding.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

of December 31, 2024, and 2023, the Company’s authorized capital stock consists of 10,000,000 shares of preferred stock, a par

value of $ 0.0001 per share, and 500,000,000 shares of common stock, a par value of $ 0.0001 per share.

of September 30, 2025, and December 31, 2024, the Company had 422,584,729 and 390,584,729 common shares issued and outstanding, respectively.

of September 30, 2025, and December 31, 2024, the Company had 4,500,000 and 4,500,000 Series A Preferred stock issued and outstanding.

of September 30, 2025, and December 31, 2024, the Company had 2,371,844 and 2,361,844 Series B Preferred Stock issued and outstanding.

A Preferred Stock

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

ending December 31, 2024.

OF SERIES A PREFERRED STOCK

Capital Stock

of March 31, 2026, and December 31, 2025, the Company had 423,084,729 and 423,084,729 common shares issued and outstanding, respectively.

of March 31, 2026, and December 31, 2025, the Company had 4,500,000 and 4,500,000 Series A Preferred Stock issued and outstanding, respectively.

of March 31, 2026, and December 31, 2025, the Company had 2,371,844 and 2,371,844 Series B Preferred Stock issued and outstanding, respectively.

There were no issuances or repurchases of common or preferred stock during the three months ended March 31, 2026.

A Preferred Stock – Beneficial Ownership

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the period ended March 31, 2026.

SCHEDULE OF SERIES A PREFERRED STOCK

Name and Address (1)

Number of Shares

Mitch Eaglstein

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Series A Preferred

Series A Preferred stock

is entitled to fifty ( 50 ) non-cumulative votes per share on all matters presented to stockholders for action.

On December 12, 2016,

the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix

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

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran

Firoz, and Felix R.

Hong, respectively, as the founders, in consideration of services rendered to the Company.

As of December 31, 2022, the Company

had 4,000,000 preferred shares issued and outstanding.

In January 2023, Eaglstein

and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the company’s director.

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.

As of December 31,

2022, the Company had 4,000,000 preferred shares issued and outstanding.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

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 .

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Company issued to Felix R Hong.

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

ending September 30, 2025.

OF SERIES OF PREFERRED STOCK

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

B Preferred Stock – Beneficial Ownership

percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding for the period

ended March 31, 2026.

SCHEDULE OF SERIES B PREFERRED STOCK

Name and Address (1)

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Series B Preferred

The Series B Preferred

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

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

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

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

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

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 %

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Kundnani for cash valued at $ 1.41 per share.

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

Kundnani for cash valued at $ 1.41 per share.

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.

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.

Eaglstein and Mr.

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

July 1, 2017, to October 03, 2017, the Company has issued 653,332 units for a cash amount of $ 98,000 under its offering Memorandum, where

the unit consists of one (1) share of common stock and one Class A warrant (See Note 11).

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 (8) consultants valued at $ 9,000 .

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

On February 26, 2019, the Company filed the Post-Effective Amendment No.

1 (the “Amendment”) related to the Registration

Statement on Form S-1and its amendments thereto, filed with the U.S.

Securities and Exchange Commission on November 22, 2017 and declared

effective on August 7, 2018 (Registration No.

333-221726) (the “Registration Statement”) of FDCTech, Inc., a Delaware corporation

(the “Registrant”), amended the Registration Statement to remove from registration all shares of common stock that were offered

for sale by the Registrant but were not sold before the termination of the offering made according to the Registration Statement.

the termination of the offering made pursuant to the Registration Statement, 2,967,000 shares of common stock offered for sale by the

Registrant were not sold or issued.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

June 3, 2020, the Company issued 2,745,053 shares of common stock to Benchmark Investments, Inc.

(“Broker-Dealer” or “Kingswood

Capital Markets”) at $ 0.25 per share for a total value of $ 686,263 .

The Broker-Dealer is retained to provide general financial

advice 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 twelve months, during which Kingswood Capital

Markets is expected to produce benefits for the Company.

On August 25, 2020, the Company and the Broker-Dealers terminated all obligations,

except for maintaining confidentiality, with no fees due by the Company to the Broker-Dealers.

The Broker-Dealer returned the 2,745,053

shares of the Company’s common stock as of December 31, 2020.

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 in exchange for professional services to two 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

shares 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 in exchange for professional services to a consultant, valued at

June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement to a consultant, 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 to a consultant valued at $ 21,000 .

July 6, 2021, the Company issued 100,000 restricted common shares to a board member in exchange for services rendered by a consultant,

valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares in exchange for professional services to a consultant, valued at $ 98,253 .

October 04, 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 in exchange 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 .

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.

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 in exchange for professional services to a consultant, valued

at $ 93,750 .

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $ 114,185 .

January 27, 2022, the Company 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 the 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 to a consultant in exchange 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 .

September 30, 2022, the Company issued 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 .

December 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 .

January 25, 2023, the Company issued 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 shares for cash valued at $ 5,500,000 to Kundnani.

Kundnani, a director and

controlling shareholder of the Company, is an officer and controlling shareholder.

December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB in exchange for redeeming warrants valued at $ 90,000 .

May 9, 2024, the Company issued 2,000,000 shares for a cash value of $ 20,000 .

January 1, 2025, the Company issued 32,000,000 shares to various employees of its subsidiaries valued at 35,200 .

Company issued 2,214,286 common stock valued at $ 71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3 -year cash

warrants (‘AJB Warrants’) priced at $ 0.30 as consideration fees for the AJB Note.

The AJB Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

On December 27, 2023, the Company issued 5,000,000

restricted common stock to AJB Capital to redeem warrants valued at $ 90,000 .

Additionally, the Company paid $ 100,000 to AJB Capital,

with the remaining $ 100,000 paid in January 2024.

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

Kundnani for services valued at $ 1.41 per share.

Cross-Reference

to Form 10-K/A

a complete history of the Company’s authorized share capital, common stock issuances, and preferred stock issuances, refer to Note

9 (Stockholders’ Equity (Deficit)) in the audited consolidated financial statements included in the Company’s Annual Report

on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on April 22, 2026.

of March 31, 2026, and December 31, 2025, the Company had no outstanding warrants.

There were no warrant issuances, exercises, or expirations

during the three months ended March 31, 2026.

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) comprises foreign currency translation adjustments from subsidiaries that do not use

Company’s other comprehensive income (“OCI”) comprises foreign currency translation adjustments from subsidiaries that

do not use the U.S.

dollar as their functional currency.

following table shows the changes in AOCI by component for the three months ending September 30, 2025, and 2024:

following table shows the changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the three months

ended March 31, 2026, and 2025:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

Balance as of June 30, 2024

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of September 30, 2024

Balance as of June 30, 2025

$ ( 145,804 )

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of September 30, 2025

$ ( 189,118 )

COMPREHENSIVE INCOME (continued)

following table shows the changes in AOCI by component for the nine months ending September 30, 2025, and 2024:

Accumulated Comprehensive Income:

Cumulative Foreign

Balance as of December 31, 2024

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of September 30, 2024

Other comprehensive income (loss), attributed to ADS

Other comprehensive income (loss), attributed to AML

Other comprehensive income (loss), attributed to APL

Other comprehensive income (loss), attributed to ATECH

Total other comprehensive income (loss), as restated, December 31, 2024

Balance as of March 31, 2025

Accumulated Comprehensive Income:

Cumulative Foreign

Balance as of December 31, 2025

Other comprehensive income/(loss), ADS

Other comprehensive income/(loss), AML

Other comprehensive income/(loss), APL

Other comprehensive income/(loss), ATECH

Total other comprehensive income/(loss)

Balance as of September 30, 2025

$ ( 189,118 )

Other comprehensive income (loss), attributed to ADS

Other comprehensive income (loss), attributed to AML

Other comprehensive income (loss), attributed to APL

Other comprehensive income (loss), attributed to ATECH

Total other comprehensive income (loss), as restated, December 31, 2024

Balance as of March 31, 2026

OFF-BALANCE SHEET ARRANGEMENTS

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SUBSEQUENT EVENTS

of Alchemy International Ltd.

On November 11, 2025, announced it has finalized the acquisition of

Alchemy International Ltd., a Seychelles-licensed securities dealer regulated under license number SD136 by the Financial Services Authority

The change of control was approved on October 29, 2025, by the FSA.

Alchemy International becomes a key operational subsidiary

within Company’s expanding global architecture, enabling the Company to serve a broader base of offshore brokerages, high-frequency

traders, and institutional clients seeking regulated access to foreign exchange and multi-asset markets.

financial information:

AIL reported audited IFRS revenue, net profit, and net assets of $ 3.74 million, $ 0.48 million, and $ 2.16 million

for the fiscal year ended December 31, 2024 (Revonti Limited, auditors).

For 2025 year-to-date through September 30, 2025 (unaudited

management accounts dated November 5, 2025), AIL reported revenue, net profit, and net assets of $ 7.56 million, $ 3.91 million, and $ 6.07

million respectively.

the acquisition closed after the reporting date, it is a non-recognized/non-adjusting subsequent event.

No adjustments have been recorded

to the accompanying historical financial statements.

The transaction will be accounted for as a business combination under ASC 805 (U.S.

GAAP) on the acquisition date, with identifiable assets acquired and liabilities assumed recognized at their acquisition-date fair values

and any excess purchase consideration recognized as goodwill.

The Company is performing a preliminary purchase price allocation;

measurement period will not exceed one year from the acquisition date.

Given the nature of AIL’s operations, identifiable intangibles

are expected to include customer relationships and technology;

the assembled workforce will not be recognized as an intangible asset.

Evaluation of any separately identifiable regulatory rights will be completed as part of the valuation analysis.

Company will provide the required pro forma financial information and significance analyses in its SEC filings according to Rule 3-05

of Regulation S-X.

Asia — Mauritius PIS License

November 6, 2025, Xoala Asia was granted a Payment Intermediary Services (“PIS”) license by the Financial Services

Commission of Mauritius (the “FSC”) (license no.

GB25204956) pursuant to Section 14 of the Financial Services Act 2007 (Mauritius) and the Financial Services Rules 2008.

The PIS license authorizes Xoala Asia to operate as a

payment intermediary in Mauritius and to build out the following activities consistent with its business plan:

payment transactions between payers and recipients, including initiation, processing, and

secure payment-gateway services for online and mobile card transactions;

merchants and enable acceptance and processing across retail, e-commerce, and other channels;

cross-border payments and remittances for businesses and individuals;

credit and debit card payments, managing the full transaction lifecycle from authorization

through settlement.

is in the process of implementing the compliance, technology, and operating framework required by the FSC (including AML/CFT, safeguarding

of client funds where applicable, operational resilience, data protection, and reporting).

Commencement of commercial operations will

depend on the successful onboarding of merchants and partners and continuing adherence to FSC requirements.

granting of the PIS license occurred after the [Balance Sheet Date] and does not provide additional evidence of conditions that existed

at that date.

Accordingly, under ASC 855 (U.S.

GAAP), this is a non-recognized subsequent event (Type II).

No adjustments have been made

to the consolidated financial statements as of and for the period ended September 30, 2025.

At the date these financial statements were

issued, management cannot reasonably estimate the financial impact of this license on future periods.

Company has evaluated subsequent events through the filing of this Form 10-Q and determined that no other events would require

adjustments to our disclosures in the consolidated financial statements.

Company has evaluated subsequent events occurring after March 31, 2026, through May 15, 2026, the date these unaudited consolidated

financial statements were available to be issued, in accordance with ASC 855.

On April 22, 2026, the Company filed its Annual Report

on Form 10-K/A for the fiscal year ended December 31, 2025, with the Securities and Exchange Commission.

Other than as disclosed

elsewhere in these unaudited consolidated financial statements, the Company has identified no subsequent events that would require

recognition or disclosure in these unaudited consolidated financial statements.

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-Q

Item 1. Financial Statements