FDCTECH, INC. 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File No. 000-56338 FDCTECH, INC. (Exact name of the small business issuer as specified in its charter) Delaware 81-1265459 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 Spectrum Center Drive , Suite 300 Irvine , CA 92618 (Address of principal executive offices) (877) 445-6047 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 FDCT OTC Markets Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ The number of shares of Common Stock, $ 0.0001 par value, of the registrant outstanding on June 8, 2026, was 423,084,729 . TABLE OF CONTENTS Page No. PART I. Item 1. Financial Statements. F-1 Consolidated Balance Sheets as of March 31, 2025 (Unaudited; Restated), and December 31, 2024 (Audited, Restated) F-2 Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited; Restated) F-3 Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (Unaudited; Restated) F-4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited; Restated) F-5 Notes to Unaudited Consolidated Financial Statements F-6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5 Item 3. Quantitative and Qualitative Disclosures About Market Risks. 12 Item 4. Controls and Procedures 12 PART II. Item 1. Legal Proceedings. 13 Item 1A. Risk Factors. 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 14 Item 3. Defaults Upon Senior Securities. 14 Item 4. Mine Safety Disclosures. 14 Item 5. Other Information. 14 Item 6. Exhibits. 14 SIGNATURES 15 EXHIBIT INDEX 16 2 EXPLANATORY NOTE This Amendment No. 2 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of FDCTech, Inc. (the “Company”) for the three months ended March 31, 2025 (the “Original Filing”), as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2025, and as previously amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 11, 2025 (“Amendment No. 1”), is being filed to restate the Company’s previously issued condensed consolidated financial statements for the three months ended March 31, 2025. As previously disclosed in a Current Report on Form 8-K filed by the Company on June 8, 2026, the Board of Directors of the Company, after consultation with management and the Company’s independent registered public accounting firm, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Original Filing and Amendment No. 1) should no longer be relied upon because of errors in those financial statements. The Company is filing this Amendment No. 2 to restate the affected financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections.” This Amendment No. 2 amends and restates Items 1, 2, and 4 of Part I of the Original Filing, as previously amended. The restatement adjustments are described in detail in Note 2 to the unaudited condensed consolidated financial statements included in this Amendment. The principal restatement items relate to: (i) reclassification of a subscription receivable from current assets to a contra-equity account; (ii) recognition of 500,000 shares of common stock issued in October 2021 that were not previously recorded in the Company’s share register; (iii) separate presentation of restricted cash representing client funds segregated under regulatory requirements; (iv) correction of the noncontrolling interest walk in accordance with ASC 810-10; (v) correction of the allocation of accumulated other comprehensive income in accordance with ASC 220-10; (vi) corrections to the results of operations, principally within other income (expense), which increased net income for the three months ended March 31, 2025 by $209,574; (vii) the reclassification of Alchemytech Ltd. cost of sales from the Technology & software segment to the brokerage segment; and (viii) the remeasurement of the right-of-use asset and operating lease liabilities under ASC 842. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 includes currently-dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits hereto. Except as expressly set forth in this Amendment No. 2, this Amendment does not, and does not purport to, amend, update, or restate any other information or disclosures contained in the Original Filing or Amendment No. 1, or reflect any events occurring after the date of the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Company’s filings with the SEC subsequent to the Original Filing. 3 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, or other financial items; any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Form 10-Q. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend to and undertake no obligation to update any forward-looking statement. We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated. 4 PART I. Item 1. Financial Statements. FDCTECH, INC. Index to Consolidated Financial Statements Pages Consolidated Balance Sheets as of March 31, 2025 (Unaudited; Restated), and December 31, 2024 (Audited, Restated) F-2 Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited; Restated) F-3 Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (Unaudited; Restated) F-4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited, Restated) F-5 Notes to the Consolidated Financial Statements F-6 F- 1 FDCTECH, INC. CONSOLIDATED BALANCE SHEETS March 31, 2025 December 31, 2024 (Unaudited; Restated) (Audited; Restated) Assets Current assets: Cash and cash equivalents $ 2,425,391 $ 13,850,168 Restricted cash — client funds (segregated) 17,453,282 11,526,789 Accounts receivable, net of allowance for doubtful accounts of $ 22,382 and $ 22,382 , respectively 41,320 25,000 Prepaid expenses – current 280,188 156,335 Related party receivable 3,128,548 1,682,450 Total Current assets 23,328,729 27,240,742 Fixed assets, net 120,938 185,195 Other non-current assets Prepaid expenses – non-current 62,596 - Capitalized software, net 1,217,543 1,163,309 Investment through a subsidiary 36,062 36,062 Accrued income 2,323,509 2,073,193 Acquired intangible assets 1,342,016 1,317,108 Tax receivable 175,519 167,907 Fair value of trading positions for the firm, profit 524,625 607,157 Right of use (lease) 938,131 978,254 Total assets $ 30,069,668 $ 33,768,927 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 464,539 $ 229,316 Line of credit 225,800 115,337 Accrued expenses, related party 527,000 519,500 Business acquisition loan 350,000 350,000 Cares act- paycheck protection program advance 2,389 5,661 Related party advances 1,211,945 7,992,840 Client funds payable 17,453,282 11,526,789 Fair value of trading positions for the firm, loss 60,632 - Operating lease liability, current 186,157 181,580 Other current liabilities 893,681 5,328,110 Total Current liabilities 21,375,425 26,249,133 Deferred tax liabilities 348,532 333,418 SBA loan – non-current 112,057 114,184 Operating lease liability, non-current 482,056 530,348 Accrued interest – non-current 70,560 70,493 Total liabilities 22,388,630 27,297,576 Commitments and Contingencies (Note 8) - - Stockholders’ Equity (Deficit): 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, 2025, and December 31, 2024 450 450 Series B Preferred Stock, par value $ 0.0001 , 3,000,000 shares authorized, 2,371,844 and 2,361,844 issued and outstanding, as of March 31, 2025, and December 31, 2024 237 236 Preferred stock, value 237 236 Common stock, par value $ 0.0001 , 500,000,000 shares authorized; 423,084,729 and 391,084,729 shares issued and outstanding, as of March 31, 2025, and December 31, 2024 42,308 39,108 Additional paid-in capital, including Common, Series A and Series B Preferred 17,606,508 16,883,620 Subscription receivable ( 8,000,000 ) ( 8,000,000 ) Accumulated other comprehensive income 120,626 ( 72,781 ) Accumulated deficit ( 2,103,290 ) ( 2,396,102 ) Total FDCTech, Inc. stockholders’ equity (deficit) 7,666,839 6,454,531 Noncontrolling interest 14,199 16,820 Total stockholders’ equity $ 7,681,038 6,471,351 Total liabilities and stockholders’ equity (deficit) $ 30,069,668 $ 33,768,927 See accompanying notes to the financial statements. F- 2 FDCTECH, INC. CONSOLIDATED STATEMENTS OF OPERATIONS March 31, 2025 March 31, 2024 Three Months Ended March 31, 2025 March 31, 2024 (Unaudited; Restated) (Unaudited; Restated) Revenues Technology & software 813,747 255,944 Wealth management 1,534,852 1,513,425 Investment and Brokerage 3,628,349 4,606,966 Total revenue $ 5,976,948 $ 6,376,335 Cost of sales Technology & software - - Wealth management 1,349,827 1,362,169 Investment and Brokerage 1,767,562 2,672,065 Total cost of sales 3,117,389 4,034,234 Gross Profit $ 2,859,559 2,342,101 Operating expenses: General and administrative 2,136,678 2,226,324 Sales and marketing 276,204 46,925 Depreciation 38,832 40,288 Total operating expenses 2,451,714 2,313,537 Operating income (loss) 407,845 28,564 Other income (expense): Other interest income (expense) 4,483 53,766 Other income (expense) ( 98,206 ) 823,925 Total other income (expense) ( 93,723 ) 877,691 Income (loss) before provision for income taxes 314,122 906,255 Provision for income taxes - - Net income (loss) $ 314,122 $ 906,255 Net income (loss) attributable to noncontrolling interest 21,310 4,705 Net income (loss) attributable to FDCTech’s shareholders 292,812 901,550 Net income (loss) per common share, basic and diluted $ 0.00 $ 0.00 Weighted average number of common shares outstanding, basic and diluted 422,729,173 389,084,729 Other comprehensive income (loss): Change in foreign currency translation $ 193,407 $ ( 242,516 ) Total other comprehensive income (loss) 193,407 ( 242,516 ) Total comprehensive income (loss) 507,529 663,739 Comprehensive income (loss) attributable to noncontrolling interests 23,898 8,042 Comprehensive income (loss) attributable to FDCTech stockholders $ 483,631 $ 655,697 See accompanying notes to the financial statements F- 3 FDCTECH, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited; Restated) Shares Amount Shares Amount Capital Income Deficit (Deficit) Preferred stock Common stock Additional Paid-in Accumulated other comprehensive Subscription Noncontrolling Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital income (loss) Receivable Interest Deficit (Deficit) Balance, December 31, 2023 8,300,000 $ 830 388,584,729 $ 38,858 $ 15,389,569 $ 225,228 $ ( 8,200,000 ) $ 38,939 $ ( 2,643,647 ) $ 4,849,777 Three months ended March 31, 2024 Series A Preferred canceled ( 2,000,000 ) ( 200 ) - - - - - - - ( 200 ) Series B issuances at $ 1.41 per share 561,844 56 - - 792,144 - - - - 792,200 Common stock adjusted for services - - 500,000 50 54,700 - - - - 54,750 Stock subscription reclassification - - - - - - - - - - Change in APIC due to common control - - - - 623,626 - - - - 623,626 FX gain (loss) - - - - - ( 242,516 ) - - - ( 242,516 ) Net (income) loss attributable to noncontrolling interest - - - - - - - 4,705 - 4,705 Foreign currency translation — noncontrolling interest - - - (2,591 ) - (2,591 ) Net income (loss) attributable to FDCTech shareholders - - - - - - - - 901,550 901,550 Balance, March 31, 2024 6,861,844 $ 686 389,084,729 $ 38,908 $ 16,860,039 $ ( 17,288 ) $ ( 8,200,000 ) $ 41,053 $ ( 1,742,097 ) $ 6,981,301 Three months ended March 31, 2025 Balance, December 31, 2024 6,861,844 $ 686 391,084,729 $ 39,108 $ 16,883,620 $ ( 72,781 ) $ ( 8,000,000 ) $ 16,820 $ ( 2,396,102 ) $ 6,471,351 Three months ended March 31, 2025 Balance 6,861,844 686 391,084,729 39,108 16,883,620 ( 72,781 ) ( 8,000,000 ) 16,820 ( 2,396,102 ) 6,471,351 Common stock issued for services - - 32,000,000 3,200 32,000 - - - - 35,200 Series B issuances at $ 1.41 per share 10,000 1 - - 14,099 - - - - 14,100 Change in APIC due to common control - - - - 676,789 - - - - 676,789 FX gain (loss) - - - - - 193,407 - - - 193,407 Net (income) loss attributable to noncontrolling interest - - - - - - - 21,310 - 21,310 Foreign currency translation — noncontrolling interest - - - - - - - ( 23,931 ) ( 23,931 ) Net income (loss) attributable to FDCTech shareholders - - - - - - - - 292,812 292,812 Balance, March 31, 2025 6,871,844 $ 687 423,084,729 $ 42,308 $ 17,606,508 $ 120,626 $ ( 8,000,000 ) $ 14,199 $ ( 2,103,290 ) $ 7,681,038 Balance 6,871,844 687 423,084,729 42,308 17,606,508 120,626 ( 8,000,000 ) 14,199 ( 2,103,290 ) 7,681,038 See accompanying notes to the financial statements F- 4 FDCTECH, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS March 31, 2025 March 31, 2024 Three Months Ended March 31, 2025 March 31, 2024 (Unaudited; Restated) (Unaudited; Restated) Net income (loss) $ 314,122 $ 906,255 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 38,832 40,288 Common stock issued for services 35,200 54,750 Series B Preferred issued for services 14,100 792,200 Accounts receivable allowance 22,382 22,382 Fixed assets, net 25,425 ( 322,363 ) Accrued expenses, non-related party - 418,763 Acquired intangible assets ( 24,908 ) ( 2,698 ) Change in assets and liabilities: Gross accounts receivable ( 38,702 ) 97,618 Prepaid ( 186,449 ) 9,783 Related party receivable ( 1,446,098 ) ( 339,883 ) Accounts payable 235,223 ( 82,494 ) Other current liabilities ( 4,434,429 ) ( 479,834 ) Accrued interest 67 1,317 Client funds payable 5,926,493 7,220,426 Fair value of trading position, net 143,164 ( 72,799 ) Operating lease ( 43,715 ) 919,861 Deferred taxes 15,114 ( 430,178 ) Related party guarantee - 16,931 Tax receivable by subsidiaries ( 7,612 ) 2,217 Accrued income ( 250,316 ) 54,522 Right of use of assets (lease) 40,123 ( 1,047,421 ) Accrued expenses, related party 7,500 ( 15,000 ) Net cash provided (used) in operating activities $ 385,516 $ 7,764,643 Investing Activities: Capitalized software ( 54,234 ) 227,744 Changes in paid-in capital 676,789 623,626 Net cash provided (used) in investing activities $ 622,555 $ 851,370 Financing Activities: Borrowing from (payments to) line of credit 110,463 ( 59,227 ) Net proceeds from cares act - paycheck protection program. ( 3,272 ) ( 2,998 ) Net proceeds from SBA loan ( 2,127 ) ( 2,126 ) Related party advances ( 6,780,895 ) ( 677,693 ) Series A Preferred cancelation - ( 200 ) Change in noncontrolling interest ( 21,310 ) 2,114 Noncontrolling income (loss) ( 2,621 ) ( 4,705 ) Net cash provided (used) by financing activities $ ( 6,699,762 ) $ ( 744,835 ) Effect of exchange rates 193,407 ( 242,516 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ( 5,498,284 ) 7,628,662 Cash, cash equivalents, and restricted cash at beginning of the period 25,376,957 31,316,461 Cash, cash equivalents, and restricted cash at end of the period $ 19,878,673 $ 38,945,123 Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - Non - cash investing and financing activities: $ - $ - See accompanying notes to the financial statements F- 5 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Under 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”). The 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. FDCTech 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. Key subsidiaries include: ● AD Advisory Services Pty Ltd. (ADS) – An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. ● 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. (ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries and affiliated companies. FDCTech 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. Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development. The 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 companies. 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. Completed Acquisitions On 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”). According 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. On December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10 % equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary Alchemy Markets Ltd. (“AML”), formerly known as NSFX Ltd (“NSFX”). AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). The Company will assume a business acquisition loan liability of $ 350,000 to purchase the controlling interest in 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. The 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 Ltd. (APHL), through an exchange for 833,621 Series B preferred convertible stocks (“Series B Preferred Stock”) valued at $ 1,175,406 . The Company completed the acquisition of 100.00 % of the issued and outstanding shares of Alchemy Prime Limited (“APL”) on November 30, 2023 (“Acquisition Date”) from APHL, through an exchange for 966,379 Series B Preferred Stock valued at $ 1,362,594 . Mr. Gope S. Kundnani (“Kundnani”) is the sole controlling shareholder, holding one hundred percent ( 100 %) shareholding in APHL. F- 6 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Bank Acquisition Termination In April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company shall pay the community bank a sum of $ 100,000 in six equal installments of $ 15,000 and one final payment of $ 10,000 from April 2024 to November 2024. AlchemyTech Ltd. On March 19, 2024, the Company established Alchemytech Ltd. (ATECH), a Cypriot company. ATECH provides the Company’s subsidiaries and affiliate companies with information technology, sales, and marketing services. (1) Investment and Brokerage Margin Brokerage (Europe) – Alchemy Markets Ltd. AML 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 in countries to do business, including Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. During the third quarter of the fiscal year ending December 31, 2024, AML acquired approximately 2,631 clients from Next Markets, transferring € 5.6 million in client equity. The newly acquired clients are primarily German retail investors trading Contracts for Difference (CFDs) and equities through the Gettex exchange. This acquisition marks the Company’s official entry into the German retail market. AML acquired 35 clients from a Cypriot-based brokerage, transferring over $ 800,000 in client equity. Most of these clients are French, helping the Company establish its foothold in the French market. AML 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. Margin Brokerage (UK) – Alchemy Prime Ltd. APL 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. Investment and Brokerage consolidated revenues for the three months ended March 31, 2025, and 2024 were $ 3,628,349 and $ 4,606,966 , respectively. F- 7 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) (2) Wealth Management – AD Advisory Services Pty Ltd. On 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”). According 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. The operating and licensed entity of ADFP is AD Advisory Services Pty Ltd. (“ADS”). 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. AD 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. Wealth Management consolidated revenues for the three months ended March 31, 2025, and 2024 were $ 1,534,852 and $ 1,513,425 , respectively. (3) Technology & Software Development – Condor Trading Technology The 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, and banks. 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. The 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. The 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. The 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 Back Office. 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. The 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. F- 8 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) The Company does not hold any patents or trademarks on its proprietary technology solutions. The 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. Our customers provide the initial capital required to produce such technologies, 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. The 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. The 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. Each 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. The Company has seven licensing agreements for its Condor Pro Multi-Asset Trading Platform as of March 31, 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. The consolidated revenues for Technology and Software Development for the three months ended March 31, 2025, and 2024, were $ 813,747 and $ 255,944 , respectively. Settlement of the FRH Group Note Between 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 shares of unregistered common stock of the Company (the “Shares”) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, which Mr. Hong also owned. 2021-2022 Equity Line of Credit On 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. From 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. F- 9 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) From 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. The Company also received a net amount of $ 81,000 from the related parties to fund its operations. Our cash balance is $ 93,546 as of December 31, 2021. The Company did not receive additional funding from the U.S. Small Business Administration (SBA) or the CARES Act Paycheck Protection Program during the fiscal year ending December 31, 2021. 2022 Promissory Note On January 27, 2022, the Company issued a $ 550,000 promissory note to AJB Capital Investments, LLC, maturing on July 27, 2022 , with a 10 % coupon. 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 3 three-year warrants at $ 0.30 each. The Warrants and the Shares, collectively known as the Incentive Fee, are issued upon execution of the agreement. Related Party Investments from 2022 to 2024 On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 to Kundnani, considered a related party. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 . On 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. On 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. In December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for working capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $ 1.41 per share. Governmental Regulation FDCTech is a publicly traded company subject to SEC and FINRA’s rules and regulations regarding public disclosure, financial reporting, internal controls, and corporate governance. Our 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. AML is an investment firm regulated by the Malta Financial Services Authority (MFSA). APL is an investment firm regulated by the Financial Conduct Authority (FCA). F- 10 NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Board of Directors At present, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell M. Eaglstein and Imran Firoz are the company’s executive directors and officers. Gope S. Kundnani is considered an executive director by owning at least 10% of the Company’s stock. Jonathan Baumgart is an independent director under the NYSE and NASDAQ listing standards. Mitchell M. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016. On June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company. On September 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company. Changes in Registrant’s Certifying Accountant On 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. It was not qualified or modified for the uncertainty audit scope or accounting principles. On 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. During 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. On April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023. On March 4, 2024, the board of directors of the “Company terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024. The Company retained Bolko for less than a year, and we did not file any Form 10K reports with the SEC. During the period that Bolko was the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in its reports on the Company’s financial statements for such periods. On 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. On 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. Description of Company’s Securities to be Registered Effective September 03, 2021, the Company’s description of its common stock, par value $ 0.0001 per share, to be registered hereunder contained under the heading “Description of Securities” in the Company’s Registration Statement on Form S-1 (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 filing, the Company has made all required filings pursuant to Section 15(d) and has continued to file all reports voluntarily. Ukraine-Russia Conflict The 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 in Russia. 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. As of the date of this report, there has been no disruption in our operations. F- 11 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly-owned subsidiaries. We have eliminated 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). Financial Statement Preparation and Use of Estimates The Company prepared consolidated financial statements according to accounting principles generally accepted in the United States of America (“GAAP”). 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. 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. Actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment due to the coronavirus (“COVID-19”). Defined Terms In these consolidated financial statements and the related notes, the terms “Restricted cash — client funds (segregated),” “client funds,” and “client money” are used interchangeably to refer to amounts held by the Company’s regulated brokerage subsidiaries on behalf of clients in segregated accounts pursuant to applicable regulatory requirements, presented on the consolidated balance sheets as a separately captioned restricted cash line item with an equal and offsetting client funds payable liability. Restatement of Previously Issued Financial Statements Following the engagement of LAO Professionals (“LAO”) as the Company’s independent registered public accounting firm on April 3, 2025, and in connection with LAO’s reaudit of the Company’s consolidated financial statements for the year ended December 31, 2024, management and the Board of Directors identified errors in the Company’s previously issued condensed consolidated financial statements. On June 3, 2026, the Board of Directors, after consultation with management and LAO, concluded that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Original Filing and Amendment No. 1) should no longer be relied upon. The Company is restating its affected financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections.” Concurrently with this Amendment, the Company has filed Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, restating its annual financial statements for the fiscal years ended December 31, 2024 and 2025, and the comparative periods. The restatement reflects the following adjustments: (a) Subscription Receivable Reclassification to Contra-Equity (ASC 505-10-45-2)—a subscription receivable totaling $ 8,200,000 originally recognized on November 30, 2023 has been reclassified from current assets to a contra-equity account; (b) Unrecorded Stock Issuance to Global Career Networks Inc. (ASC 250-10-45-23)— 500,000 shares of common stock issued October 5, 2021 at $ 0.1095 per share were not recorded by the Company’s transfer agent and have been recognized retrospectively to the original transaction date; (c) Restricted Cash for Client Funds Segregated (ASC 230-10-50-8)—cash held by the Company’s regulated subsidiaries on behalf of clients has been reclassified from “Cash” to a separate line item, “Restricted cash — client funds (segregated),” with the corresponding liability re-titled “Client funds payable”; (d) Noncontrolling Interest Walk Correction (ASC 810-10)—noncontrolling interest balances have been corrected to reflect the 49 % noncontrolling share of AD Advisory Services Pty Ltd net income and other comprehensive income, together with the effect of the change in ownership and cumulative translation adjustment reclassification arising from the AML buyout (accounted for as an equity transaction under ASC 810-10-45-23), ending at $ 14,199 ; (e) Accumulated Other Comprehensive Income Allocation Correction (ASC 220-10)—FDC’s accumulated other comprehensive income has been corrected, by a difference of $( 19,511 ), to conform to the cumulative foreign currency translation adjustment recognized in the consolidated statement of comprehensive income; (f) Reclassification of Balances Held Within AML Cash Accounts (ASC 940)—$ 3,500,000 of client funds of Alchemy Prime Limited (“APL”) held within Alchemy Markets Ltd. (“AML”) designated liquidity provider account, and $ 3,574,201 (€ 3,453,334 ) of external third-party assets held by AML on behalf of a non-Group counterparty, aggregating $ 7,074,201 , have been reclassified from “Cash” to “Restricted cash — client funds (segregated)” with corresponding recognition in “Client funds payable,” consistent with Adjustments B and C described in the Company’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2024; and (g) Segment Reclassification of ATECH Cost of Sales—cost of sales of Alchemytech Ltd. (“ATECH”), a Cyprus-based subsidiary providing information technology, sales, and marketing services to the Company’s affiliated brokerage operations, has been reclassified from the Technology & software segment to the investment and brokerage segment to reflect the segment to which those services support. Total cost of sales, gross profit, and net income (loss) are unaffected by this reclassification. Restatement Adjustments by Category The principal restatement adjustments are described above. The restatement increases noncontrolling interest, decreases additional paid-in capital, and increases the absolute value of accumulated deficit. Total stockholders’ equity is reduced as a result of the subscription receivable being reclassified from current assets to a contra-equity account. The restatement adjustments affect total revenue, total cost of sales (including the reclassification of AlchemyTech Ltd. (“ATECH”) cost of sales from Technology & software to investment and brokerage), gross profit, operating expenses, operating income (loss), other income (expense), income (loss) before provision for income taxes, and net income (loss) for the three months ended March 31, 2025, as detailed in the schedule of error corrections below. Weighted average shares outstanding have been restated to include the 500,000 unrecorded shares. Reconciliation of Cash and Restricted Cash. As described in the Company’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2024, the previously reported balance of “Cash” included $ 7,074,201 of balances held within Alchemy Markets Ltd. (“AML”) cash accounts that did not constitute the Company’s own funds. Specifically, (i) $ 3,500,000 represented client funds of Alchemy Prime Limited (“APL”) held within AML’s designated liquidity provider account (Adjustment B), and (ii) $ 3,574,201 (€ 3,453,334 ) represented external third-party assets held by AML on behalf of a non-Group counterparty (Adjustment C). In accordance with ASC 940, “Financial Services—Brokers and Dealers”, client monies held on behalf of third parties must be presented as restricted or segregated funds with a corresponding client funds payable. The restatement reclassifies these balances from “Cash” to “Restricted cash — client funds (segregated)” with corresponding recognition in “Client funds payable.” F- 12 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impact of the Restatement Background On August 5, 2025, the Company’s management, in connection with the preparation of its subsequent periodic report, identified errors in its previously issued condensed consolidated financial statements as of and for the three months ended March 31, 2025 (originally filed on Form 10-Q/A), and identified related presentation and measurement errors in its previously issued financial statements as of and for the three months ended March 31, 2024. After evaluating the errors under SEC Staff Accounting Bulletin No. 99 (materiality) and No. 108, and ASC 250, Accounting Changes and Error Corrections, management and the Board of Directors concluded that the previously issued financial statements should no longer be relied upon and should be restated. Description of the Errors — Three Months Ended March 31, 2025 (a) Subscription receivable reclassified to contra-equity (ASC 505-10-45-2). A subscription receivable of $ 8,200,000 previously presented as a current asset was reclassified to contra-equity (a reduction of stockholders’ equity), consistent with its substance as an unfunded equity subscription. Of this amount, $ 8,000,000 is reflected as contra-equity in the restated balances on this schedule; the remaining $ 200,000 represents common stock issued for which no cash was received, and that difference is addressed in the Company’s restatement of its financial statements as of December 31, 2024. (b) Unrecorded stock issuance to Global Career Networks Inc. (ASC 250-10-45-23). The correction reflects 500,000 shares of common stock issued on October 5, 2021, that the Company’s transfer agent did not record, recognized retrospectively to the original transaction date, and increasing the par value (common stock) by $ 50 . Weighted average shares outstanding have been restated to include these shares. (c) Restricted cash for client funds segregated (ASC 230-10-50-8). Cash held on behalf of clients in segregated accounts was previously included within Cash and cash equivalents. The Company reclassified $ 17,453,282 to Restricted cash (client funds, segregated), with a corresponding client funds payable liability, to present these balances on a gross basis. (d) Noncontrolling interest walk correction (ASC 810-10). Noncontrolling interest balances were corrected to reflect the 49 % noncontrolling share of AD Advisory Services Pty Ltd. (“ADS”) net income and other comprehensive income, together with the effect of the change in ownership and cumulative translation adjustment reclassification arising from the AML buyout. For the three months ended March 31, 2025, the noncontrolling interest’s share of ADS net income was $ 21,310 , and the foreign currency translation attributable to noncontrolling interest was $( 23,931 ), comprising $ 34,808 of other comprehensive income offset by the $( 58,739 ) effect of the change in ownership and cumulative translation adjustment reclassification. Noncontrolling interest at March 31, 2025, was $ 14,199 . (e) Accumulated other comprehensive income allocation correction (ASC 220-10). FDC’s accumulated other comprehensive income (“AOCI”) was corrected by a total difference of $( 19,511 ) (from $ 140,137 As Previously Reported to $ 120,626 As Restated), conforming AOCI to the cumulative foreign currency translation adjustment recognized in the consolidated statement of comprehensive income. The AOCI balance walks from $( 72,781 ) at December 31, 2024 through the period’s $ 193,407 foreign currency translation movement to $ 120,626 As Restated. The correction is confined to other comprehensive income and does not affect accumulated deficit or additional paid-in capital. (f) Reclassification of balances held within AML cash accounts and related party advances (ASC 940; carryover from December 31, 2024, Adjustment D). In connection with the restatement of the Company’s financial statements as of and for the fiscal year ended December 31, 2024, the classification of certain cash credits, net of $ 7,713,827 , for various related parties was corrected from cash on hand to related party advances. Cash on hand increased by $ 7,713,827 , with an offsetting increase to the related party advances liability. In the statement of cash flows for the three months ended March 31, 2025, this carryover correction is reflected within Related party advances in financing activities, which changed from $ 932,932 as previously reported to $( 6,780,895 ) as restated; it did not affect the statement of operations. (g) Correction of results of operations and segment reclassification (subsidiaries APL and ATECH). The ‘As Previously Reported’ column reflects the amounts in the Company’s Form 10-Q/A for the three months ended March 31, 2025; the ‘As Restated’ column reflects management’s further-corrected balances. Total revenue ( $ 5,976,948 ) and total cost of sales ($ 3,117,389 ) were unchanged in amount, though cost of sales was reallocated between Technology & software (from $ 184,284 to $ 0 ) and Investment and Brokerage (from $ 1,583,278 to $ 1,767,562 ) to reflect the ATECH services supporting the investment and brokerage operations. Within operating expenses, general and administrative expenses were reduced by $ 3,592 (from $ 2,140,270 to $ 2,136,678 ), reducing total operating expenses to $ 2,451,714 and increasing operating income to $ 407,845 . The principal correction was within other income (expense), corrected from $( 304,188 ) to $( 98,206 ), a favorable change of $ 205,982 . The net effect was to increase income before income taxes by $ 209,574 (from $ 104,548 to $ 314,122 ). (h) Right-of-use asset under ASC 842. The right-of-use (ROU) asset was not recalculated in the originally filed Form 10-Q/A. Upon remeasurement of the Company’s lease portfolio under ASC 842, the ROU asset increased by $ 269,916 , with corresponding adjustments to current and non-current operating lease liabilities. Description of the Errors — Three Months Ended March 31, 2024 No Form 10-Q/A was filed for the three months ended March 31, 2024. The ‘As Restated’ column reflects management’s corrected balances. The corrections are consistent in nature with those described above: (1) reclassification of segregated client funds of $ 37,440,696 from Cash to Restricted cash, with a corresponding client funds payable; (2) reclassification of the $ 8,200,000 subscription receivable from current asset to contra-equity; (3) recognition of a right-of-use asset of $ 1,087,104 and corresponding operating lease liabilities under ASC 842, which had not been recorded in the originally filed Form 10-Q; (4) recognition of 500,000 previously unrecorded shares of common stock ($ 50 par value); and (5) a reduction of general and administrative expense of $ 72,810 , which decreased net loss and accumulated deficit by the same amount (net loss before the reclassifications was correspondingly reduced). Effect of the Restatement The effect of the restatement on each affected financial statement line item is presented in the schedules above, which reconcile amounts As Previously Reported (A) to amounts As Restated (B), with the difference (B)−(A) shown in the final column. The reclassifications of client funds and subscription receivable did not affect net income (loss); the APL period correction (Q1 2025) and the general and administrative correction (Q1 2024) affected results of operations as described. Internal Control Considerations In connection with the restatement, management reassessed the effectiveness of its internal control over financial reporting and disclosure controls and procedures and identified a material weakness relating to the period-cutoff and consolidation of subsidiary results and the application of ASC 842 to the lease portfolio. The Company is implementing remediation measures, including enhanced review controls over subsidiary reporting periods and lease accounting. F- 13 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The following tables present the effect of the restatement on the Company’s previously issued condensed consolidated financial statements: SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS As Previously Reported (A) As Restated (B) Difference (B) - (A) CONSOLIDATED BALANCE SHEETS As of March 31, 2025 Assets: Cash and cash equivalents $ 26,996,932 $ 2,425,391 ( 24,571,541 ) Restricted cash (client funds, segregated) - 17,453,282 17,453,282 Subscription receivable (asset) 8,200,000 - ( 8,200,000 ) Right of use (lease) 668,215 938,131 269,916 Liabilities: Customer funds / Client funds payable 24,527,483 17,453,282 ( 7,074,201 ) Operating lease liability, current 363,370 186,157 ( 177,213 ) Operating lease liability, non-current 304,845 482,056 177,211 Stockholders’ Equity: Common stock, par value 42,258 42,308 50 Additional paid-in capital 17,938,279 14,262,445 ( 3,675,834 ) Subscription receivable (contra-equity) - ( 8,000,000 ) ( 8,000,000 ) Additional paid-in capital, Series B Preferred stock - 3,344,063 3,344,063 Accumulated other comprehensive income (loss) 140,137 120,626 ( 19,511 ) Accumulated deficit ( 2,480,382 ) ( 2,103,290 ) 377,092 Noncontrolling interest 14,199 14,199 - CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, 2025 Technology & software 813,747 813,747 - Wealth management 1,534,852 1,534,852 - Investment and Brokerage 3,628,349 3,628,349 - Total revenue 5,976,948 5,976,948 - Technology & software 184,284 - ( 184,284 ) Wealth management 1,349,827 1,349,827 - Investment and Brokerage 1,583,278 1,767,562 184,284 Total cost of sales 3,117,389 3,117,389 - Gross Profit 2,859,559 2,859,559 - General and administrative 2,140,270 2,136,678 ( 3,592 ) Sales and marketing 276,204 276,204 - Depreciation 38,832 38,832 - Total operating expenses 2,455,306 2,451,714 ( 3,592 ) Operating income (loss) 404,253 407,845 3,592 Other income (expense): Other interest expense 4,483 4,483 - Other income (expense) ( 304,188 ) ( 98,206 ) 205,982 Total other income (expense) ( 299,705 ) ( 93,723 ) 205,982 Income (loss) before provision for income taxes 104,548 314,122 209,574 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) Three months ended March 31, 2025 Change in APIC due to common control 882,771 676,789 ( 205,982 ) CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended March 31, 2025 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation $ 38,832 38,832 - Fixed assets, net $ 25,425 25,425 - Net cash provided by (used in) operating activities 179,534 385,516 205,982 Investing Activities: Capitalized software ( 54,234 ) ( 54,234 ) - Changes in paid-in capital 882,771 676,789 ( 205,982 ) Net cash used in investing activities $ 828,537 622,555 ( 205,982 ) Financing Activities: Borrowing from (payments to) line of credit 110,463 110,463 - Net proceeds from cares act - paycheck protection program. ( 3,272 ) ( 3,272 ) - Net proceeds from SBA loan ( 2,127 ) ( 2,127 ) - Related party advances 932,932 ( 6,780,895 ) ( 7,713,827 ) Series A Preferred cancelation - - - Change in noncontrolling interest ( 23,931 ) ( 21,310 ) 2,621 Net cash provided by (used in) financing activities 1,014,065 ( 6,699,762 ) ( 7,713,827 ) Effect of exchange rates 193,407 193,407 - F- 14 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued ) As Previously Reported (A) As Restated (B) Difference (B) - (A) CONSOLIDATED BALANCE SHEETS As of March 31, 2024 Assets: Cash and cash equivalents $ 38,945,123 $ 1,504,427 ( 37,440,696 ) Restricted cash (client funds, segregated) - 37,440,696 37,440,696 Subscription receivable (asset) 8,200,000 - ( 8,200,000 ) Right of use (lease) - 1,087,104 1,087,104 Liabilities: Customer funds / Client funds payable 37,440,696 37,440,696 - Operating lease liability, current - 291,330 291,330 Operating lease liability, non-current - 668,214 668,214 Stockholders’ Equity: Common stock, par value 38,858 38,908 50 Additional paid-in capital 13,475,375 13,530,075 54,700 Subscription receivable (contra-equity) - ( 8,200,000 ) ( 8,200,000 ) Additional paid-in capital, Series B Preferred stock 3,329,964 3,329,964 - Accumulated other comprehensive income (loss) ( 17,288 ) ( 17,288 ) - Accumulated deficit ( 1,814,907 ) ( 1,742,097 ) 72,810 Noncontrolling interest 41,053 41,053 - CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended March 31, 2024 General and administrative $ 2,299,134 2,226,324 ( 72,810 ) Total operating expenses 2,386,347 2,313,537 ( 72,810 ) Operating income (loss) ( 44,246 ) 28,564 72,810 Income (loss) before provision for income taxes 833,445 906,255 72,810 Net income (loss) 833,445 906,255 72,810 Cash and Cash Equivalents Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of original maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits. As of March 31, 2025, and December 31, 2024, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the United Kingdom, Cyprus, and Australia. Restricted Cash — Client Funds Segregated The Company’s regulated brokerage subsidiaries — Alchemy Markets Limited (Malta, MFSA-licensed), Alchemy Prime Limited (UK, FCA-licensed), and AD Advisory Services Pty Ltd (Australia, ASIC-licensed) — hold cash on behalf of clients in segregated bank accounts in accordance with the client-money rules of their respective regulators. These segregated client funds are not available for general corporate use and are matched by a corresponding liability presented as “Client funds payable” on the consolidated balance sheet. In accordance with Accounting Standards Codification (“ASC”) 230-10-50-8, ASC 940 (“Financial Services—Brokers and Dealers”) and SEC Staff Accounting Bulletin Topic 11.M, these balances are classified as restricted cash and presented as a separate line item on the consolidated balance sheet under the caption “Restricted cash — client funds (segregated).” The Company adopted this presentation in connection with the restatement described in this Note and applied the change retrospectively to all periods presented. The following table reconciles the components of cash, cash equivalents, and restricted cash reported on the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH March 31, 2025 (Unaudited; Restated) December 31, 2024 (Audited; Restated) Cash and cash equivalents $ 2,425,391 $ 13,850,168 Restricted cash — client funds (segregated) 17,453,282 11,526,789 Total cash, cash equivalents, and restricted cash $ 19,878,673 $ 25,376,957 F- 15 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Common-Control Transactions and Statement of Cash Flows Classification The Company accounts for business combinations between entities under common control in accordance with ASC 805-50, recognizing the assets and liabilities of the acquired entity at their carrying amounts as of the transaction date, with any difference between the consideration transferred and the carrying value of net assets received recognized as an adjustment to additional paid-in capital. For purposes of the consolidated statements of cash flows, cash consideration paid in common-control acquisitions of businesses is classified as an investing activity, consistent with ASC 230-10-45-13(c), which characterizes payments to acquire equity instruments of, or interests in, other entities as investing activities. The Company applies this classification consistently to all common-control business acquisitions across the periods presented. Accounts Receivable Accounts 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 accounts. The Company regularly reviews the allowance by considering historical experience, credit quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected default frequency rates. Trade receivables are written off at the point when they are considered uncollectible. At March 31, 2025, and December 31, 2024, the Management determined that the allowance for doubtful accounts was $ 22,382 and $ 22,382 , respectively. The bad debt expense for the three months ended March 31, 2025, and 2024, was $ 0 and $ 0 , respectively. Sales, Marketing, and Advertising The Company recognizes sales, marketing, and advertising expenses when incurred. The Company incurred $ 276,204 and $ 46,925 in sales, marketing, and advertising costs (“sales and marketing”) for the three months ended March 31, 2025, and 2024. The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The increase in sales and marketing expenses is mainly due to the increase in promotional marketing costs for the three months ended March 31, 2024. The sales, marketing, and advertising expenses represented 4.62 % and 0.74 % of the sales for the three months ended March 31, 2025, and 2024. Revenue Recognition On January 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. The majority of the Company’s revenues come from two contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’) that fall within the scope of ASC 606. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps: ● Identify the contract or contracts and subsequent amendments with the customer. ● Identify all the performance obligations in the contract and subsequent amendments. ● Determine the transaction price for completing performance obligations. ● Allocate the transaction price to the performance obligations in the contract. ● Recognize the revenue when, or as, the Company satisfies a performance obligation. F- 16 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing, and other topics. The Company considers revenue collectability, methods for measuring progress toward 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. The 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 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. The Company’s standard payment terms are net 30 days and, in some cases, due upon receipt of the invoice. The Company considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or changes existing enforceable rights and obligations. The Company 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, the Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes contract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase, adding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a change in goods/services promised. At contract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with a customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the agreement. Solutions and services that are not capable of being distinct and distinct within the contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception involving these multiple elements. Since January 21, 2016 (‘Inception’), the Company has derived its revenues mainly from consulting services, technology solutions, and customized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control over a product or delivering a service to a customer. We measure revenue based upon the consideration outlined in an arrangement or contract with a customer. F- 17 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company’s standard performance obligations include the following: Performance Obligation Types of Deliverables When Performance Obligation is Typically Satisfied Consulting Services Consulting related to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions and lead generations. The Company recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the Company in advance for these services, the Company records such payment as deferred revenue until the Company completes the services. Technology Services Licensing of Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine, Crypto Trading Platform (“Crypto Web Trader Platform”), and other cryptocurrency-related solutions. The Company recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made available to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers have the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements do not provide customers the right to take possession of the software. The Company charges the customers a set-up fee for installing the platform, and implementation activities are insignificant and not subject to a separate fee. Software Development Design and build development software projects for customers, where the Company develops the project to meet the design criteria and performance requirements as specified in the contract. The Company recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work contract. The Company assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction price. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, suppose the Company enters a contract with a customer with an original term of one year and expects the customer to renew it for a second year. In that case, the Company will determine the transaction price based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration, including non-refundable upfront payment amounts. To allocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive for transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation identified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately. The Company recognizes revenue when or as it transfers the promised goods or services into the contract. The Company considers the “transfers” 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. According to the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services. The invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month, equal to the invoice amount. F- 18 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Wealth Management AD Advisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue from insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities. ADS is authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia. ASC 606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries, and capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange for the consideration to which the entity expects to be entitled. For ADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services, insurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business practices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services to be transferred, establish payment terms, the contract has commercial substance, and collection of payment is probable. A performance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations may include: ● Providing ongoing financial advisory services, ● Preparing statements of advice, ● Executing portfolio rebalancing, ● Facilitating the purchase of insurance products, and ● Offering other specialized financial and estate planning services. We evaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or with other readily available resources, and if the promise to transfer the service is separately identifiable from other promises in the contract. The transaction price is the amount of consideration ADS expects to receive in exchange for transferring the promised goods or services to the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based fees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude of a revenue reversal. If a contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on its standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods that may include cost-plus margin, market assessment, or residual approach, considering the Customer’s perceived value of each service. ADS recognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred to the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services performed at a specific point in time, revenue is recognized upon completion of the service. The pattern of revenue recognition is determined based on when the Customer obtains control of the promised good or service, which for advisory services is typically throughout the contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize them as revenue when we are satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts for which we are the licensed investment advisor. We bill advisory fees weekly. F- 19 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Investment and Brokerage Business Alchemy 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 for European markets. Malta Financial Services Authority (MFSA) regulates Alchemy Malta with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden. The Financial Conduct Authority (FCA) regulates Alchemy UK in authorized countries, including England, Scotland, Wales, and Northern Ireland. The Company operates its investment and brokerage business in two segments: retail and institutional (“clients” or “customers”). Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options. The FCA defines a retail customer as a client who is not a professional or an eligible counterparty. A professional client is an entity that must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty. A professional client possesses the knowledge, experience, and expertise to assess risks and make informed investment decisions. We recognize Investment and Brokerage revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts with Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as Investment and Brokerage Revenues. The Investment and Brokerage revenue is the Company’s largest source of revenue. Investment and Brokerage revenue comprises revenue from the retail OTC business and the advisory business. OTC trading includes forex trading (“forex”), precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products. We realize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing market rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers on the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Investment and Brokerage revenue on the Consolidated Statements of Operations and Comprehensive (Loss)/Income. We record Investment and Brokerage revenue on a trade date basis. We also generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues on a trade-date basis. The Company 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. Net interest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as funds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers. We record interest revenue and interest expense when earned and incurred, respectively. F- 20 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Concentrations of Credit Risk Cash Cash and cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with a maturity of three months or less. 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 March 31, 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. On March 31, 2025, and December 31, 2024, the Company had $ 19,878,673 and $ 25,376,957 cash and cash equivalents held at the financial institution. Revenues For the three months ended March 31, 2025 and 2024, the Company generated $ 5,976,948 and $ 6,376,335 in revenues, representing a decrease of over 6.26 % from the previous period. It is comprised of three main business segments: Investment and Brokerage, Wealth Management, and Technology and Software Development. Accounts Receivable Accounts 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 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 rates. Trade receivables are written off when they are considered uncollectible. As of March 31, 2025, and December 31, 2024, management determined that the allowance for doubtful accounts was $ 22,382 and $ 22,382 , respectively. The fiscal year’s bad debt expense ended March 31, 2025, and December 31, 2024, was $ 0 and $ 0 , respectively. Research and Development (R and D) Cost The Company acknowledges that future benefits from research and development (R and D) are uncertain; therefore, we cannot capitalize on R and D expenditures. The GAAP accounting standards require us to expense all research and development expenditures as incurred. For the Three Months ended March 31, 2025, and 2024, the Company incurred R and D costs of $ 0 and $ 0 . The R and D costs in the previous period were based on an evaluation of the technological feasibility costs of the Condor Investing and Trading App. Legal Proceedings The Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company records its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated. The Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability. As additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises its estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded as expenses when incurred. On December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc. The nature of the legal claims or disputes has not been fully specified in the received correspondence. The Company is assessing the situation and will respond appropriately. While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of operations. The Company intends to defend its interests vigorously and will provide further updates as material developments arise. Asher Alkoby, et al. v. FDCTech, Inc. On December 9, 2024, Asher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), the Company’s Malta-incorporated broker-dealer subsidiary acquired in June 2023, filed a claim against the Company in the London Circuit Commercial Court (Claim No. LM-2024-000330). The claimants seek approximately $ 1.02 million in amounts they allege are owed under the Share Sale Agreement, together with rectification of the agreement to render it legally enforceable. Following completion of the acquisition, the Company identified anti-money laundering deficiencies at the subsidiary that had resulted in a 2019 administrative fine by the Malta Financial Intelligence Analysis Unit (“FIAU”), as well as undisclosed loans taken by the previous shareholders from the subsidiary that had not been repaid, resulting in net capital lower than disclosed during negotiations. Based on these findings, the Company withheld the final payment otherwise due to the sellers. The Company has filed a counterclaim seeking a declaration that the Share Sale Agreement is ineffective and unenforceable and repayment of $ 915,000 previously paid to the sellers. The Company served its Defense and Counterclaim on May 9, 2025. Subsequent to March 31, 2025, on October 17, 2025, the Court granted the claimants permission to amend their claim to include a third claimant. A Costs and Case Management Conference took place on November 17, 2025, at which directions were given for trial, which is scheduled for November 2026. The Company believes it has meritorious defenses and counterclaims and intends to defend the action vigorously. Due to the inherent uncertainty of litigation, the Company cannot predict the outcome of this matter with certainty. F- 21 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) On October 19, 2023, AML filed an appeal in the Court of Appeal (Inferior Jurisdiction) in Malta challenging an administrative penalty of € 419,997 and a follow-up directive imposed by the FIAU on September 23, 2023. The FIAU penalty was based on a compliance examination conducted between November 25, 2019 and December 5, 2019, prior to the Company’s acquisition of AML and under different ownership and control of the subsidiary. The appeal challenges the decision-making process leading to the penalty and the law on which it was based, asserts that the penalty is arbitrary and excessive, and contends that certain aspects of the decision are unfounded in law and fact. The case is in the evidentiary production stage pertaining to the Company as appellant. Subsequent to March 31, 2025, a hearing was held on October 24, 2025 for the Company to continue presenting evidence. The Court has scheduled an additional hearing for February 2, 2026 for the FIAU to cross-examine the Company’s witnesses, following which the matter will be adjourned for final legal submissions. The Company believes it has meritorious grounds for the appeal and intends to pursue it vigorously. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) On April 2, 2024, AML filed a constitutional challenge before the First Hall Civil Court (Constitutional Jurisdiction) in Malta relating to the same September 23, 2023 FIAU decision described above. The application challenges (i) the composition of the FIAU and its enabling law; (ii) the FIAU’s decision-making processes as allegedly breaching the Company’s fundamental right to a fair hearing; and (iii) the imposition of an administrative penalty of a penal nature without adjudication by an independent court, in alleged breach of the Constitution of Malta. The Company seeks to have the FIAU decision set aside in its entirety. A first procedural hearing took place on May 7, 2024, and the Company has presented its evidence in support of the claim. The First Hall Civil Court (Constitutional Jurisdiction) has, in prior judgments involving other subject persons, characterized FIAU administrative penalties as more akin to penal sanctions and quashed FIAU decisions on that basis, although certain of those judgments have been overturned on appeal. The Company considers that the principles underpinning such prior judgments are applicable to its case. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. Subsequent to March 31, 2025, the Company filed a complaint in the Superior Court of California, County of Orange, against the operators of the websites Intelligenceline.com, Fintelegram.com, and Criticalintel.com. The complaint alleges that the defendants published false and defamatory statements accusing the Company of fraud, illegal conduct, and regulatory violations, causing reputational and financial harm including lost business opportunities, and 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, and seeks damages and injunctive relief. As of the date of this filing, the complaint had not yet been served. A hearing took place on December 15, 2025 on the Company’s motion, following which the court instructed the Company to conduct an investigation as to the beneficial owner of Intelligenceline.com. The Company is the plaintiff in this matter. F- 22 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company records a liability for loss contingencies when management, in consultation with legal counsel, determines that a loss is probable and the amount can be reasonably estimated. As of March 31, 2025, no amounts have been accrued for the matters described above, as management has determined, in consultation with counsel, that a loss is not probable or, where reasonably possible, cannot be reasonably estimated. The Company is unable to estimate the reasonably possible loss or range of loss, if any, in excess of amounts accrued for the matters described above. The Company believes it has meritorious defenses and counterclaims in the matters in which it is a defendant and intends to defend them vigorously; however, litigation is inherently uncertain, and the Company cannot predict the outcomes with certainty. Other than the matters described above, neither the Company nor any of its subsidiaries is a party to, nor is any of their property the subject of, any material pending legal proceedings other than ordinary routine litigation incidental to the business. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized when the asset’s carrying value exceeds the fair value. There were no impairment charges as of March 31, 2025, and December 31, 2024. Provision for Income Taxes The provision for income taxes is determined using the asset and liability method. This method calculates deferred tax assets and liabilities based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates applicable each year. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount, exceeding 50%, that is likely to be realized upon ultimate settlement. The Company considers various factors when evaluating and estimating its tax positions and benefits, which necessitate periodic adjustments that may not accurately predict actual outcomes. The Company includes interest and penalties related to tax contingencies in the provision for income taxes in the consolidated statements of its operations. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly in the next twelve (12) months. F- 23 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Software Development Costs According 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. The 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. The Company estimates the useful life of the software to be three ( 3 ) years. The 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 Platform. 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 March 31, 2025, and 2024. The Company capitalizes major costs incurred during the application development stage for internal-use software. Convertible Debentures The cash conversion guidance in ASC 470-20, Debt with Conversion and Other Options, is considered when evaluating the accounting for convertible debt instruments, including certain convertible preferred stock classified as a liability, to determine whether the conversion feature should be recognized as a separate component of equity. The cash conversion guidance applies to all convertible debt instruments that, upon conversion, may be settled entirely or partially in cash or other assets where the conversion option is not bifurcated and separately accounted for pursuant to ASC 815. If the conversion features of conventional convertible debt provide a conversion rate below market value, this feature is characterized as a beneficial conversion feature (“BCF”). The Company records BCF as a debt discount in accordance with ASC Topic 470-20, Debt with Conversion and Other Options. In such circumstances, the convertible debt is recorded net of the discount related to the Black-Scholes formula. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. F- 24 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Foreign Currency Translation and Re-measurement The Company translates its foreign operations into US dollars in accordance with ASC 830, “ Foreign Currency Matters .” Gains or losses resulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive income (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests. Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change occurs. We have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP), respectively, into US$1.00 at the following exchange rates for the respective dates: The exchange rate at the reporting end date: SCHEDULE OF EXCHANGE RATE March 31, 2025 December 31, 2024 USD: AUD $ 1.6018 1.6168 USD: EUR $ 0.9243 0.9662 USD: GBP $ 0.7740 0.7990 Average exchange rate for the period: Q1 2025 USD: AUD $ 1.5939 USD: EUR $ 0.9507 USD: GBP $ 0.7944 Foreign currency exchange rate, translation $ 0.7944 ADS’ functional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting currency is the US dollar. APL’s functional currency is GBP, and its reporting currency is US dollars. The Company translates its records into USD as follows: ● Assets and liabilities at the rate of exchange in effect at the balance sheet date ● Equities at the historical rate ● Revenue and expense items at the average rate of exchange prevailing during the period F- 25 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Fair Value The Company uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price at which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions. The Company uses the following methods and valuation techniques for deriving fair values: Market Approach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities to derive a fair value. Income Approach – The income approach utilizes estimated future cash flows or earnings, adjusted by a discount rate that reflects the time value of money and the risk of not achieving the cash flows, to derive a discounted present value. Cost Approach – The cost approach uses the estimated cost to replace an asset, adjusted for the obsolescence of the existing asset. The Company ranks the fair value hierarchy of information sources from Level 1 (the best) to Level 3 (the worst). The Company uses these three levels to select inputs for valuation techniques: Level I Level 2 Level 3 Level 1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair value and is used whenever this information is available. Level 2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for a business unit, based on the sales, EBITDA, or net income of comparable companies. Level 3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples of a Level 3 input are an internally generated financial forecast. Basic and Diluted Income (Loss) per Share The Company follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. As of March 31, 2025, and 2024, the Company had weighted 422,729,173 and 389,084,729 basic and dilutive shares issued and outstanding. During the period ended March 31, 2025, common stock equivalents were dilutive due to net income. Hence, they were considered in the computation. During the period ended March 31, 2024, common stock equivalents were dilutive due to net income. Hence, they were considered in the computation. Reclassifications We have reclassified certain amounts from the prior period to conform to the current year’s presentation. None of these classifications impacted reported operating or net loss for any presented period. F- 26 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific requirements. ASU 2014-09 establishes a five-step revenue recognition process; an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one (1) year. The Company adopted ASC 606 using the modified retrospective method, applying it 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 in accordance with legacy GAAP. Refer to Note 2, Revenue from Major Contracts with Customers, for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606. NOTE 3. 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 March 31, 2025, and December 31, 2024, the accumulated deficit was $ 2,103,290 and $ 2,396,102 , respectively. At March 31, 2025, and December 31, 2024, the working capital surplus was $ 1,953,304 and $ 991,609 , respectively. Since its inception, the Company has sustained recurring losses and negative cash flows from operations. During the three months ended March 31, 2025, and 2024, the Company incurred net profits of $ 314,122 and $ 906,255 , respectively. As of March 31, 2025, the Company had a total cash, cash equivalents, and restricted cash of $ 19,878,673 , 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. While 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. Management 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 strategy. The 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. F- 27 NOTE 4. CAPITALIZED SOFTWARE COSTS During the three months ended March 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized software was three ( 3 ) years. The Company recognizes amortization expenses for capitalized software on a straight-line basis. At March 31, 2025, and December 31, 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was $ 1,217,543 and $ 1,163,309 . The Company has estimated aggregate amortization expense for each of the five succeeding fiscal years, based on the estimated lifespan of the software asset of three years. NOTE 5. RELATED PARTY TRANSACTIONS The following tables summarize the Company’s related party receivable and related party advance balances as of March 31, 2025 (Unaudited; Restated) and December 31, 2024 (Audited; Restated). Related parties comprise entities under common control and affiliated subsidiaries — AML, APL, ADS, and ATECH — together with officers of the Company. SCHEDULE OF RELATED PARTY TRANSACTIONS March 31, 2025 (Unaudited; Restated) December 31, 2024 (Audited; Restated) Related party receivable FDCTech, Inc. — Related party receivable $ 2,166,300 1,682,450 Alchemy Markets Limited (AML) — due from affiliate $ 741,842 - ATECH — due from affiliate 220,406 - Total related party receivable 3,128,548 1,682,450 Related party advances Alchemy Markets Limited (AML) — due to an affiliate 934,800 140,682 Alchemy Prime Limited (APL) — advances - 7,713,827 ATECH — advances 240,576 101,795 ADS — advances 3,569 3,536 FDCTech, Inc. — advances. 33,000 33,000 Total related party advances 1,211,945 7,992,840 Related party receivable represents amounts due from entities under common control and affiliated subsidiaries arising in the ordinary course of business. As of March 31, 2025, the balance comprises FDCTech Related party receivables ($ 2,166,300 ), AML ($ 741,842 ), and ATECH ($ 220,406 ), totaling $ 3,128,548 . The increase over December 31, 2024 ($ 1,682,450 , all FDCTech) reflects intercompany funding extended to AML and ATECH during the period. F- 28 NOTE 5. RELATED PARTY TRANSACTIONS (continued) Between 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. Between March 15 and 21, 2017, subject to the terms and conditions of the Stock Purchase Agreement, the Company issued 1,000,000 shares to Susan Eaglstein and 400,000 shares to Brent Eaglstein at $ 0.05 per share, a cumulative cash amount of $ 70,000 . Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director. On February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation. The Company eliminated all four FRH Group convertible notes, including interest, of $ 1,256,908 in return for issuing 12,569,080 shares of unregistered common stock of the Company (the “Shares”) to FRH. Following the Agreement, FRH assigned the Shares to FRH Group Corporation, also owned by Mr. Hong. In September 2022, the Company issued 30,000,000 common shares for cash consideration of $ 300,000 for Alchemy Prime Limited (APL) and appointed Gope S. Kundnani as the director of the Company. As the director’s compensation, the Company issued 5,000,000 shares valued at $ 60,000 . Mr. Kundnani is the director and owner of APL. In January 2023, the Company issued 115,000,000 common stock for a cash consideration of $ 550,000 to Kundnani, its director. In 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. On 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. On November 30, 2023, the Company purchased 499 shares of Alchemy Markets Holdings Ltd. (Alchemy BVI) from Alchemy Prime Holdings Ltd. (APHL) in exchange for 833,621 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. On November 30, 2023, the Company purchased one hundred percent ( 100.00 %) of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APHL in exchange for 966,379 Series B Preferred Stock. The Company did not exchange cash in the transaction. The Company has issued the Series B Preferred stock APHL. Kundnani, a related party, is the sole shareholder of APHL. Kundnani, a related party, purchased 2,500,000 Series A Preferred stock of FDCTech for $ 2.5 million. FDCTech has issued the Series A Preferred stock to Kundnani. Kundnani, a related party, purchased 50,000,000 shares of the Company’s common stock for $ 5.5 million. FDCTech has issued the Common stock to Kundnani. In December 2023, Susan Eaglstein, mother of Mitchel Eaglstein, the Company’s CEO, provided $ 20,000 as a related party advance for working capital. The Company has not formalized the agreement. As part of the consideration, the Company issued Ms. Eaglstein 10,000 Series B Preferred Convertible Shares in January 2024 (See: Subsequent Events Memo). On January 4, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $ 1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $ 1.41 per share. On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong. On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nick G. Kundnani for services valued at $ 1.41 per share. F- 29 NOTE 6. LINE OF CREDIT Since 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, 2024. 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 March 31, 2025. As of March 31, 2025, the Company complies with the credit line’s terms and conditions. As of March 31, 2025, and December 31, 2024, the outstanding balances were $ 225,800 and $ 115,337 , respectively. NOTE 7. NOTES PAYABLE Cares Act – Paycheck Protection Program (PPP Note) On 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. Suppose the SBA does not confirm the PPP Note’s forgiveness, or only partly confirms forgiveness of the PPP Note, or the Company fails to apply for PPP Note forgiveness. In that case, the Company will be obligated to repay the Bank the total outstanding balance remaining due under the PPP Note, including principal and interest (the “PPP Note Balance”). In such case, Bank will establish the terms for repayment of the PPP Note Balance in a separate letter to be provided to the Company, which letter will set forth the PPP Note Balance, the amount of each monthly payment, the interest rate (not above a fixed rate of one percent ( 1.00 %) per annum), the term of the PPP Note, and the maturity date of two (2) years from the funding date of the PPP Note. No principal or interest payments will be due before the Deferment Period, which is ten months from the end of the covered period. The PPP Note 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 $ 2,389 as of March 31, 2025. SBA Loan On 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 $ 112,057 as of March 31, 2025. AJB Note On 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. On December 27, 2023, the Company redeemed the Warrants on the following terms: i) The Company shall pay $ 100,000 to the Purchaser concurrently with its execution and delivery of this letter agreement (this “Letter Agreement”); ii) The Company shall pay $ 100,000 to the Purchaser on or before January 26, 2024 (the “Second Repayment”); and The Company issued to the Purchaser 5,000,000 restricted shares of the Company’s Common Stock (the “Shares”) on December 27, 2023 (the “Share Issuance”). Economic Injury Disaster Loan (EIDL) The 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. F- 30 NOTE 8. COMMITMENTS AND CONTINGENCIES Office Facility and Other Operating Leases Irvine, California, USA (Company’s Headquarters) Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is entitled to use the office and conference space 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 expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. Brisbane, Australia (ADS Office) Effective January 1, 2024, to the present, the Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is approximately $ 125 per month and is included as a general and administrative expense. 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. Limassol, Cyprus Lease (Company’s Executive Rental) From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s monthly rent payment is $ 1,750 , which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased a larger office space in the Limassol District, Cyprus, from an unrelated party for a one-year term. The office’s monthly rent payment is approximately $ 3,500 , which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased office space for its Chief Executive Officer. The office’s monthly rent payment is $ 3,500 , which is included in the general and administrative expenses. The down payment for the lease was approximately $ 6,300 . The lease is for one year and is renewable two months prior to the term’s end in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842. Limassol, Cyprus Lease, Europe (ATECH Office) Effective August 26, 2024, ATECH has entered into a Sublease Agreement for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the “Sublessee”), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026 . The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5 % increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of € 192,000 over the lease term, payable in monthly installments of € 8,000 (or approximately $ 8,600 ) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. St. Julian, Malta (AML Office) Effective 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. F- 31 NOTE 8. COMMITMENTS AND CONTINGENCIES (continued) Tel Aviv, Israel (AML Sales Office) Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and access to conference rooms. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of $ 4,500 (including VAT). Additionally, an advance deposit of $ 6,300 was paid as security for the Company’s obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises, provided that it gives prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 – Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. London, United Kingdom (APL Office) Effective December 20, 2024, APL entered into a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell, 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. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. Employment Agreement The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive is paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company 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. Accrued Interest At March 31, 2025, and December 31, 2024, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $ 70,560 and $ 70,493 , respectively. Pending Litigation On December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc. The nature of the legal claims or disputes has not been fully specified in the received correspondence. The Company is assessing the situation and will respond appropriately. While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of operations. The Company intends to defend its interests vigorously and will provide further updates as material developments arise. Asher Alkoby, et al. v. FDCTech, Inc. On December 9, 2024, Asher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), the Company’s Malta-incorporated broker-dealer subsidiary acquired in June 2023, filed a claim against the Company in the London Circuit Commercial Court (Claim No. LM-2024-000330). The claimants seek approximately $ 1.02 million in amounts they allege are owed under the Share Sale Agreement, together with rectification of the agreement to render it legally enforceable. Following completion of the acquisition, the Company identified anti-money laundering deficiencies at the subsidiary that had resulted in a 2019 administrative fine by the Malta Financial Intelligence Analysis Unit (“FIAU”), as well as undisclosed loans taken by the previous shareholders from the subsidiary that had not been repaid, resulting in net capital lower than disclosed during negotiations. Based on these findings, the Company withheld the final payment otherwise due to the sellers. The Company has filed a counterclaim seeking a declaration that the Share Sale Agreement is ineffective and unenforceable and repayment of $ 915,000 previously paid to the sellers. The Company served its Defense and Counterclaim on May 9, 2025. Subsequent to March 31, 2025, on October 17, 2025, the Court granted the claimants permission to amend their claim to include a third claimant. A Costs and Case Management Conference took place on November 17, 2025, at which directions were given for trial, which is scheduled for November 2026. The Company believes it has meritorious defenses and counterclaims and intends to defend the action vigorously. Due to the inherent uncertainty of litigation, the Company cannot predict the outcome of this matter with certainty. F- 32 NOTE 8. COMMITMENTS AND CONTINGENCIES (continued) Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) On October 19, 2023, AML filed an appeal in the Court of Appeal (Inferior Jurisdiction) in Malta challenging an administrative penalty of € 419,997 and a follow-up directive imposed by the FIAU on September 23, 2023. The FIAU penalty was based on a compliance examination conducted between November 25, 2019, and December 5, 2019, before the Company acquired AML and under the different ownership and control of the subsidiary. The appeal challenges the decision-making process leading to the penalty and the law on which it was based, asserts that the penalty is arbitrary and excessive, and contends that certain aspects of the decision are unfounded in law and fact. The case is in the evidentiary production stage pertaining to the Company as appellant. Subsequent to March 31, 2025, a hearing was held on October 24, 2025, for the Company to continue presenting evidence. The Court has scheduled an additional hearing for February 2, 2026, for the FIAU to cross-examine the Company’s witnesses, following which the matter will be adjourned for final legal submissions. The Company believes it has meritorious grounds for the appeal and intends to pursue it vigorously. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) On April 2, 2024, AML filed a constitutional challenge before the First Hall Civil Court (Constitutional Jurisdiction) in Malta relating to the same September 23, 2023, FIAU decision described above. The application challenges (i) the composition of the FIAU and its enabling law; (ii) the FIAU’s decision-making processes as allegedly breaching the Company’s fundamental right to a fair hearing; and (iii) the imposition of an administrative penalty of a penal nature without adjudication by an independent court, in alleged breach of the Constitution of Malta. The Company seeks to have the FIAU decision set aside in its entirety. A first procedural hearing took place on May 7, 2024, and the Company has presented its evidence in support of the claim. The First Hall Civil Court (Constitutional Jurisdiction) has, in prior judgments involving other subject persons, characterized FIAU administrative penalties as more akin to penal sanctions and quashed FIAU decisions on that basis, although certain of those judgments have been overturned on appeal. The Company considers that the principles underpinning such prior judgments are applicable to its case. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. Subsequent to March 31, 2025, the Company filed a complaint in the Superior Court of California, County of Orange, against the operators of the websites Intelligenceline.com, Fintelegram.com, and Criticalintel.com. The complaint alleges that the defendants published false and defamatory statements accusing the Company of fraud, illegal conduct, and regulatory violations, causing reputational and financial harm, including lost business opportunities, and 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, and seeks damages and injunctive relief. As of the date of this filing, the complaint had not yet been served. A hearing took place on December 15, 2025, on the Company’s motion, following which the court instructed the Company to investigate as to the beneficial owner of Intelligenceline.com. The Company is the plaintiff in this matter. The Company records a liability for loss contingencies when management, in consultation with legal counsel, determines that a loss is probable and the amount can be reasonably estimated. As of March 31, 2025, no amounts have been accrued for the matters described above, as management has determined, in consultation with counsel, that a loss is not probable or, where reasonably possible, cannot be reasonably estimated. The Company is unable to estimate the reasonably possible loss or range of loss, if any, in excess of amounts accrued for the matters described above. The Company believes it has meritorious defenses and counterclaims in the matters in which it is a defendant and intends to defend them vigorously; however, litigation is inherently uncertain, and the Company cannot predict the outcomes with certainty. Other than the matters described above, neither the Company nor any of its subsidiaries is a party to, nor is any of their property the subject of, any material pending legal proceedings other than ordinary routine litigation incidental to the business. Tax Compliance Matters From its inception to the present, the Company’s officers have been paid as independent contractors. As of March 31, 2025, the Company believes its payroll tax liabilities are not yet estimated. The Company’s federal taxes are acceptable to the Internal Revenue Service. F- 33 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) Authorized Shares On February 12, 2021, the Company filed the Certificate of Amendment with the Secretary of State of Delaware to change the authorized shares. As per the Amendment, the Company shall have the authority to issue 260,000,000 shares, consisting of 250,000,000 shares of Common Stock having a par value of $ .0001 per share and 10,000,000 shares of Preferred Stock having a par value of $ .0001 per share. On 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”): 1. 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”), and 2. To approve the Company’s 2022 Equity Plan (the “2022 Equity Plan”) On 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. On February 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. As of December 31, 2022, the Company had no equity compensation plans. On 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. On 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”): 1. 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 2. 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 3. To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”). As both the Board and the majority of shareholders have voted in favor, all necessary steps to authorize the Corporate Actions have been completed. 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. As 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. As of March 31, 2025, and December 31, 2024, the Company had 423,084,729 and 391,084,729 common shares issued and outstanding, respectively. As of March 31, 2025, and December 31, 2024, the Company had 4,500,000 and 4,500,000 Series A Preferred stock issued and outstanding. As of March 31, 2025, and December 31, 2024, the Company had 2,371,844 and 2,361,844 Series B Preferred Stock issued and outstanding. F- 34 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) Series A Preferred Stock The percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ending December 31, 2024. SCHEDULE OF SERIES A PREFERRED STOCK Name and Address (1) Title of Class (4) Number of Shares Beneficially Owned Percent of Class Mitch Eaglstein Series A Preferred 500,000 11.11 % Gope S. Kundnani (5) Series A Preferred 4,000,000 88.89 % Officers and Directors as a group (2 persons) Series A Preferred 4,500,000 100.00 % (4) Series A Preferred stock is entitled to fifty ( 50 ) non-cumulative votes per share on all matters presented to stockholders for action. On December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran Firoz, and Felix R. Hong, respectively, as the founders, in consideration of services rendered to the Company. As of December 31, 2022, the Company had 4,000,000 preferred shares issued and outstanding. (5) In January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the 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. On November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 . The Company will receive $ 2,500,000 in direct investment from Alchemy Prime Holdings Shareholder for Series A Preferred, valued at $ 1.00 per share. On January 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000 shares of Series A Preferred Stock of the Company issued to Mitchell M. Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock of the Company issued to Felix R Hong. Series B Preferred Stock The percentages below are calculated based on 2,371,844 shares of our Series B Preferred Stock issued and outstanding as of March 31, 2025. SCHEDULE OF SERIES OF PREFERRED STOCK Name and Address (1) Title of Class (6) Number of Shares Beneficially Owned Percent of Class Alchemy Prime Holdings Ltd. Series B Preferred 1,800,000 75.89 % Gope S. Kundnani Series B Preferred 191,844 8.09 % Mitchell M. Eaglstein Series B Preferred 150,000 6.32 % Imran Firoz Series B Preferred 150,000 6.32 % FRH Group Series B Preferred 50,000 2.11 % William B. Barnett Series B Preferred 10,000 0.42 % Susan E. Eaglstein Series B Preferred 10,000 0.42 % Nick G. Kundnani Series B Preferred 10,000 0.42 % Officers and Directors as a group (3 persons) Series B Preferred 2,291,844 96.63 % (6) The Series B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common stock. Each share of Series B Preferred Stock can be converted into 100 shares of the Company’s common stock at any time by the holder of such shares. Series B Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,361,844 Series B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis. F- 35 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) On November 30, 2023, the Company issued 1,800,000 Series B Preferred Stock to Kundnani, valued at $ 2,538,000 , for the purchase of 49.90 % of AML and 100 % of APL. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Mitchell M. Eaglstein, CEO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 150,000 Series B preferred stock to Imran Firoz, CFO and Director, for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to FRH Group for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to William B. Barnett, Esq., for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 10,000 Series B preferred stock to Susan E. Eaglstein for services valued at $ 1.41 per share. On January 4, 2024, the Company issued 50,000 Series B preferred stock to Gope S. Kundnani for services valued at $ 1.41 per share. On January 30, 2024, the Company issued 141,844 Series B preferred stock to Gope S. Kundnani for cash valued at $ 1.41 per share. On February 07, 2025, the Company issued 10,000 Series B preferred stock to Nick G. Kundnani for cash valued at $ 1.41 per share. Common Stock On January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran Firoz, respectively, as the founders, in consideration of services rendered to the Company. On December 12, 2016, the Company issued 28,600,000 common shares to the remaining two (2) founding members. On 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. On 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. On 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. On 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. Ms. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director of the Company. From 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). On 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. On January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight (8) consultants valued at $ 9,000 . From January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount of $ 4,950 . 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. At 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. F- 36 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) Effective 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. On October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 . The Company issued the securities with a restrictive legend. On January 31, 2021, the Company issued 2,300,000 restricted common shares in exchange for professional services to two consultants, valued at $ 621,000 . 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 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. Hong. On May 19, 2021, the Company issued 1,750,000 restricted common shares in exchange for professional services to a consultant, valued at $ 350,000 . On 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. On June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services to a consultant valued at $ 21,000 . On 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 . On July 20, 2021, the Company issued 545,852 restricted common shares in exchange for professional services to a consultant, valued at $ 98,253 . On October 04, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 . 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 . On October 5, 2021, the Company issued 1,500,000 restricted common shares in exchange for professional services to a consultant, valued at $ 164,250 . In November 2021, the Company issued 750,000 registered shares to White Lion for a gross cash amount of $ 62,375 . On December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory Service Pty Ltd, Australia’s regulated wealth management company. In December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services and software development valued at $ 169,500 . On January 4, 2022, the Company issued 1,500,000 restricted common shares in exchange for professional services to a consultant, valued at $ 93,750 . F- 37 NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) (continued) From 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 . On 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. On July 31, 2022, the Company issued 250,000 restricted common shares in exchange for professional services to a consultant, valued at $ 9,475 . On September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 . On September 30, 2022, the Company issued 5,000,000 restricted common shares to Gope S. Kundnani for services valued at $ 60,000 . On December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 . On December 15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 . On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $ 60,525 . On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $ 550,000 . On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $ 20,000 . On November 30, 2023, the Company issued 50,000,000 restricted 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. On December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB in exchange for redeeming warrants valued at $ 90,000 . On May 9, 2024, the Company issued 2,000,000 shares for a cash value of $ 20,000 . On January 1, 2025, the Company issued 32,000,000 shares to various employees of its subsidiaries valued at 35,200 . F- 38 NOTE 10. WARRANTS 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. 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. NOTE 11. COMPREHENSIVE INCOME Basis of comprehensive income (loss) The Company’s other comprehensive income (loss) (“OCI”) consists of foreign currency translation adjustments arising from those subsidiaries that do not use the U.S. dollar as their functional currency — AD Advisory Services Pty Ltd. (ADS, Australian dollar), Alchemy Markets Ltd. (AML, euro), Alchemy Prime Limited (APL, pound sterling), and Alchemytech Ltd. (ATECH, euro). These adjustments are recorded, net of tax, in accumulated other comprehensive income (loss) (“AOCI”) within stockholders’ equity and noncontrolling interests, and are reclassified to the statement of operations only upon the disposal or liquidation of the related subsidiary. Because the undistributed earnings of the Company’s foreign subsidiaries are considered indefinitely reinvested, no deferred tax effect has been recorded on the OCI components presented (ASC 740-30-25-17). No amounts were reclassified out of AOCI to net income during the three months ended March 31, 2025, or March 31, 2024. The following table shows the changes in AOCI by component for the three months ending March 31, 2025, and 2024: SCHEDULE OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME Accumulated Comprehensive Income: Cumulative Foreign Currency Translation Balance as of December 31, 2023 $ 225,228 Other comprehensive income/(loss), ADS 6,810 Other comprehensive income/(loss), AML ( 230,864 ) Other comprehensive income/(loss), APL ( 18,462 ) Total other comprehensive income/(loss) ( 242,516 ) Balance as of March 31, 2024 $ ( 17,288 ) Balance as of December 31, 2024 $ ( 72,781 ) Other comprehensive income/(loss), ADS 5,281 Other comprehensive income/(loss), AML 222,617 Other comprehensive income/(loss), APL ( 34,862 ) Other comprehensive income/(loss), ATECH 371 Total other comprehensive income/(loss) 193,407 Balance as of March 31, 2025 $ 120,626 Changes in AOCI by component. AOCI, all of which relates to cumulative foreign currency translation, was a balance of $ 225,228 at December 31, 2023. During the three months ended March 31, 2024 (restated), the Company recognized total other comprehensive loss of $( 242,516 ), comprising translation adjustments attributable to ADS of $ 6,810 , AML of $( 230,864 ), and APL of $( 18,462 ), reducing the AOCI balance to $( 17,288 ) at March 31, 2024. The AOCI balance was $( 72,781 ) at December 31, 2024. During the three months ended March 31, 2025 (restated), the Company recognized total other comprehensive income of $ 193,407 , comprising translation adjustments attributable to ADS of $ 5,281 , AML of $ 222,617 , APL of $( 34,862 ), and ATECH of $ 371 , increasing the AOCI balance to $ 120,626 at March 31, 2025. NOTE 12. NONCONTROLLING INTERESTS Noncontrolling interest (“NCI”) represents the 49 % minority interest in AD Advisory Services Pty Ltd. (“ADS”); ADS is the only subsidiary in which the Company holds less than a 100% interest. NCI is allocated its proportionate share of ADS net income (loss) and of ADS other comprehensive income (loss). Amounts attributable to NCI are presented on the same negative (income) convention as the consolidated statement of operations. Changes in the Company’s ownership interest that do not result in a loss of control are accounted for as equity transactions, with the carrying amount of NCI adjusted to reflect the change in ownership and any related cumulative translation adjustment reclassified accordingly; the effect of the AML buyout during the three months ended March 31, 2025, is presented on this basis. Net income (loss) of ADS is attributed between the controlling interest ( 51 %, recorded by FDCTech, Inc.) and the noncontrolling interest ( 49 %) based on relative ownership percentages, with the noncontrolling interest’s share presented on the consolidated statement of operations as “Net income (loss) attributable to noncontrolling interest.” Foreign currency translation adjustments (a component of other comprehensive income) arising from translation of ADS’s Australian dollar functional currency financial statements to U.S. dollars are likewise allocated between the controlling and noncontrolling interests in accordance with ASC 220-10-45-5; only the controlling interest’s portion is included in accumulated other comprehensive income attributable to FDCTech, Inc. stockholders. As described in the Restatement of Previously Issued Financial Statements subsection above, the Company has corrected the prior allocation method, which had reflected total consolidated other comprehensive income in the FDC stockholders’ column without separately allocating the noncontrolling share. The following table presents the activity in the noncontrolling interest balance for the three months ended March 31, 2025, including the comparative roll-forward to December 31, 2024: SCHEDULE OF NON CONTROLLING INTEREST Three Months Ended March 31, 2025 (Unaudited; Restated) Year Ended December 31, 2024 (Audited; Restated) Balance, beginning of period $ 16,820 $ 38,939 Less: Net income (loss) attributable to NCI 21,310 ( 10,958 ) Foreign currency translation — NCI ( 23,931 ) ( 11,161 ) Balance, end of period $ 14,199 $ 16,820 Changes in noncontrolling interest. NCI was $ 38,939 at the beginning of fiscal 2024. During the fiscal year ended December 31, 2024 (restated), the Company attributed net loss (income) of $( 10,958 ) to NCI, together with foreign currency translation attributable to NCI of $( 11,161 ), reducing NCI to $ 16,820 at December 31, 2024. During the three months ended March 31, 2025 (restated), the Company attributed net loss (income) of $ 21,310 to NCI and recognized foreign currency translation attributable to NCI of $( 23,931 ) — which reflects $ 34,808 of other comprehensive income offset by the $( 58,739 ) effect of the change in ownership and cumulative translation adjustment reclassification in connection with the AML buyout — resulting in an NCI balance of $ 14,199 at March 31, 2025. F- 39 NOTE 13. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other benefits. NOTE 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued, in accordance with ASC 855, Subsequent Events. The following events are disclosed. Change in Independent Registered Public Accounting Firm On April 3, 2025, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Olayinka Oyebola & Co. (“Olayinka”) as the Company’s independent registered public accounting firm following changes in Olayinka’s status with OTC Markets Group as a Prohibited Service Provider. On the same date, the Board approved the engagement of LAO Professionals (“LAO”) (PCAOB Firm ID No. 7057) as the Company’s independent registered public accounting firm, effective April 3, 2025. Formation of New Subsidiary On May 27, 2025, 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). Acquisition of Alchemy International Limited (Seychelles) On October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Limited (“AIL”), a Seychelles-incorporated company licensed by the Seychelles Financial Services Authority (FSA), from Sync Capital Limited (an entity controlled by Mr. Gope S. Kundnani, a related party), for total consideration of $ 2,000,000 , evidenced by a business acquisition seller’s note. As Sync Capital Limited and the Company are entities under common control of Mr. Kundnani, the acquisition has been accounted for as a transaction between entities under common control in accordance with ASC 805-50. AIL has been combined with the Company at carrying value, resulting in a credit to additional paid-in capital of $ 8,933,118 and recognition of the $ 2,000,000 business acquisition seller’s note as a current liability. As described below, the maturity of the seller’s note was subsequently extended to September 30, 2026. Amendment to Series B Convertible Preferred Stock Conversion Terms In January 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware. The amendment did not change the number of authorized or issued shares, nor any other rights, preferences, or privileges, except with respect to conversion rights. As amended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder, into 100 shares of Common Stock (the “Base Conversion Rate”); however, if the Company completes a qualifying public offering of $ 10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market or the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such offering will be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each share of Series B Convertible Preferred Stock (the Company anticipates a ratio of 10:1 would apply). Planned Uplisting to a National Securities Exchange In connection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company engaged Lucosky Brookman LLP as legal counsel and E.F. Hutton & Co. LLC as financial advisor to assist with capital markets strategy, financing opportunities, and the uplisting process. The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission. As of the date these financial statements were available to be issued, the registration statement had not yet been filed. U.S.–Israel–Iran Military Conflict On February 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, and Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict commercial shipping through the Strait of Hormuz. The Company maintains a sales office in Tel Aviv, Israel; as of the date these financial statements were available to be issued, that office had not experienced any material disruption to its operations as a direct result of the conflict. 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. This event is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at March 31, 2025, and does not result in any adjustment to the amounts recognized in these condensed consolidated financial statements. F- 40 Series B Convertible Preferred Stock Ratification On March 24, 2026, the Company filed a ratification of Certificate of Designation with the Secretary of State of the State of Delaware, designating 3,000,000 shares of its authorized preferred stock, par value $ 0.0001 per share, as “Series B Convertible Preferred Stock.” Each share carries one vote, voting together with the Common Stock as a single class, and is convertible at the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio (ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $ 10,000,000 or more with an uplisting to Nasdaq or the NYSE. As of the date of issuance of these financial statements, 2,371,844 shares of Series B Preferred Stock were issued and outstanding. AIL Seller’s Note The maturity of the $ 2,000,000 seller’s note obligation for the acquisition of AIL was extended to September 30, 2026. Alchemy Markets (Cayman) Ltd. On May 19, 2026, the Cayman Islands Monetary Authority granted conditional approval for the transfer to the Company of 100% of Alchemy Markets (Cayman) Ltd., a non-operating CIMA-licensed company, which had not yet been completed as of the date these financial statements were available to be issued. This is a Type II non-recognized subsequent event under ASC 855-10. Alchemy Markets Ltd. (AML, Malta) On June 1, 2026, the Malta Financial Services Authority confirmed its no-objection to changing the name of the Company’s wholly owned Maltese subsidiary, Alchemy Markets Ltd., to “Crestmark Trading Ltd,” effective upon issuance of the altered certificate by the Malta Business Registry. This is a Type II non-recognized subsequent event under ASC 855-10 and is not expected to have a material effect on the Company’s consolidated financial statements. Restatement and Non-Reliance on Previously Issued Financial Statements On June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded — having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May 13, 2025 and Amendment No. 1 thereto), as of and for the three and six months ended June 30, 2025, as of and for the three and nine months ended September 30, 2025, and as of and for the three months ended March 31, 2026, as well as the audited consolidated financial statements as of and for the fiscal year ended December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 (as included in the Annual Report on Form 10-K filed April 17, 2026 and Amendment No. 1 thereto), should no longer be relied upon. The Company filed a Current Report on Form 8-K under Item 4.02 on June 8, 2026, providing notification of non-reliance and notifying the previously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c). The Company is concurrently filing Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its quarterly reports for the periods listed above, to restate the affected financial statements in accordance with ASC 250-10. The Company has evaluated all other events occurring after March 31, 2025, through the date these condensed consolidated financial statements were available to be issued and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed consolidated financial statements. F- 41 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report Form 10-Q contains forward-looking statements. Our actual results could differ materially from those set forth as a result of general economic conditions and changes in the assumptions used in making such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “forecast” and similar expressions (or the negative of such expressions). Forward-looking statements include, but are not limited to, financial and operational information, the volatility of our stock price, current competitive conditions, and the impact of U.S. tariffs, trade barriers, and restrictions. The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed financial statements and accompanying notes and the other financial information appearing elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. The 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 companies. The Company believes its proprietary technology and software development capabilities allow legacy financial services companies immediate exposure to forex, stocks, ETFs, commodities, digital assets, social/copy trading, and other high-growth fintech markets. From December 2021 onwards, the Company has been growing through its acquisition strategy, specializing in the purchase and integration of small to mid-sized legacy financial services companies. The Company intends to build a diversified global software-driven financial services company. The Company continues to acquire, integrate, transform, and scale legacy financial service companies. The Company replaces conventional legacy software infrastructure of target companies with its proprietary, regulatory-grade Condor trading technologies, aiming to enhance the end-user experience, increase client retention, and achieve cost synergies. The 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. FDCTech 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. Key subsidiaries include: ● AD Advisory Services Pty Ltd. (ADS) – An Australian-regulated wealth management firm managing over $530 million in client assets with a network of 28 financial advisors. ● 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. (ATECH) – A Cyprus-based technology, sales, and marketing service provider supporting the Company’s subsidiaries and affiliated companies. FDCTech 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. Currently, we have three primary business segments: (1) Investment and Brokerage, (2) Wealth Management, and (3) Technology and Software Development. 5 Investment and Brokerage (Europe and UK) AML is authorized to deal with its account (market maker) as a Category 3 licensed entity by the Malta Financial Services Authority (MFSA), receive and transmit orders for retail and professional clients, 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 in countries to do business, including Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. In May 2024, Mitchell M. Eaglstein, CEO, was appointed as the CEO and COO of Alchemy Markets Ltd. (AML) to oversee operations in Malta. APL is an investment firm regulated by the Financial Conduct Authority (FCA). It provides investment advice, acts as an agent and principal, and safeguards and administers assets in forex, equity, commodities, spread bets, and other financial assets. It is authorized to do business in several countries, including England, Scotland, Wales, and Northern Ireland. Investment and Brokerage (Trading Revenues) & Gross Margins*: Three months ended March 31, 2025 Three months ended March 31, 2024 (Unaudited; Restated) (Unaudited; Restated) Revenue $ 3,628,349 4,606,966 Cost of sales $ 1,767,562 2,672,065 Gross Profit (loss) $ 1,860,787 1,934,901 Gross Margins 51.28 % 42.00 % Wealth Management Business On 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”). According 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 a 51% owner of ADS. Our wealth management business, AD Advisory Services (ADS), is subject to enhanced regulatory scrutiny and is regulated by multiple Australian regulators. The Australian Securities and Investments Commission (ASIC) administers a licensing regime for financial services providers. ADS holds an Australian Financial Services License (AFSL) and meets various compliance, conduct, and disclosure obligations. AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 28 advisors and $530+ million in funds under advice. ADS provides licensing solutions for financial advisers & accountants in Australia. ADS offers financial planners various licensing, compliance, and education solutions to meet the specific needs of their practice. Wealth Management Revenue & Gross Margins: Three months ended March 31, 2025 Three months ended March 31, 2024 (Unaudited; Restated) (Unaudited; Restated) Revenue $ 1,534,852 1,513,425 Cost of sales $ 1,349,827 1,362,169 Gross profit (loss) $ 185,025 151,256 Gross margins 12.05 % 9.99 % 6 Technology & Software Development Business For the three months ended March 31, 2025, and 2024, the Company had seven and nine licensing agreements, respectively, for its Condor Pro Multi-Asset Trading Platform. The Company continuously negotiates additional licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform. Condor Pro Multi-Asset Trading Platform is available in desktop, web, and mobile versions. The Company is developing the Condor Investing & Trading App, a simplified trading platform designed for traders with varying levels of experience in trading stocks, ETFs, and other financial markets, accessible from their mobile phones. The Company expects to commercialize the Condor Investing & Trading App by the end of the 2025 fiscal year. IT, Sales & Marketing Service Provider (Cyprus) On 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. The Company has mandated ATECH to develop, market, and distribute the Condor Pro Multi-Asset Trading Platform to qualified market participants, including brokers, professional traders, hedge funds, and other financial institutions. Technology & Software Development Revenue & Gross Margins: Three months ended March 31, 2025 Three months ended March 31, 2024 (Unaudited; Restated) (Unaudited; Restated) Revenue $ 813,747 255,944 Cost of sales $ - - Gross profit (loss) $ 813,747 255,944 Gross Margins 100.00 % 100.00 % CIM Acquisition Termination On 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 believed that this would cause further delays in the approval process. Our board has mandated that the management team focus on expanding and developing our core non-US foreign exchange business to maximize shareholder value. Bank Acquisition Termination In April 2024, the Company terminated the letter of intent to acquire a community bank in Iowa. As part of the termination, the Company paid the community bank a sum of $100,000 in six equal installments of $15,000, plus one final payment of $10,000, from April 2024 to November 2024. Consolidated Financial Summary 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. For the three months ended March 31, 2025, and 2024, the Company generated $5,976,948 and $6,376,335 in revenues. As of March 31, 2025, the Company had a total cash, cash equivalents, and restricted cash of $19,878,673 and an accumulated deficit of $2,103,290. At December 31, 2024, the Company had a total cash, cash equivalents, and restricted cash of $25,376,957 and an accumulated deficit of $2,396,102. Financial Condition as of March 31, 2025 On March 31, 2025, the accumulated deficit, cash balance, and working capital surplus were $2,103,290, $19,878,673, and $1,953,304, respectively. Financial Condition at December 31, 2024 As of December 31, 2024, the accumulated deficit, cash balance, and working capital surplus were $2,396,102, $25,376,957, and $991,609, respectively. Although we believe our cash balance is sufficient to fund our operations and growth, the Company plans to raise additional capital, as disclosed in Subsequent Events. The Company 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. As the Company increases its global customer base, it intends to acquire long-lived assets that will provide future economic benefits beyond fiscal 2025. 7 RESULTS OF OPERATIONS Three Months Ended March 31, 2025, compared with Three Months Ended March 31, 2024 The consolidated revenues for the three months ended March 31, 2025, and 2024 were $5,976,948 and $6,376,335, respectively. During the three months ended March 31, 2025, and 2024, the Company reported net income of $314,122 and $906,255, respectively. The total revenue breakdown for the three months ended March 31, 2025, and 2024 is below: Three Months Ended March 31, 2025 (Unaudited; Restated) March 31, 2024 (Unaudited; Restated) Revenue Description % of Total % of Total Technology Solutions 13.61 % 4.01 % Wealth Management 25.68 % 23.74 % Investment and Brokerage 60.71 % 72.25 % Total 100.00 % 100.00 % During the three months ended March 31, 2025, and 2024, the Company incurred general and administrative costs (“G&A”) of $2,136,678 and $2,226,324, respectively (excluding amortization expenses). The increase in G&A for the three months ended March 31, 2025, is due to the inclusion of general and administrative costs of all subsidiaries. The G&A costs were 35.75% and 34.92% of the revenue for the three months ended March 31, 2025, and 2024, respectively. The rental expense was $61,150 and $49,162 for the three months ended March 31, 2025, and 2024, respectively. The Company incurred $276,204 and $46,925 in sales, marketing, and advertising costs (“sales and marketing”) for the three months ended March 31, 2025, and 2024. The sales and marketing costs mainly included travel costs for trade shows, customer meetings, online marketing on industry websites, press releases, and public relations activities. The sales, marketing, and advertising expenses represented 4.62% and 0.74% of the sales for the three months ended March 31, 2025, and 2024, respectively. 8 LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2025, and December 31, 2024, we had cash balances of $19,878,673 and $25,376,957, respectively. At March 31, 2025, and December 31, 2024, the working capital surplus was $1,953,304 and $991,609, respectively. The increase in working capital surplus reflects continued operational cash generation, the reclassification of related-party advances to long-term, and the segregation of client funds reported as both restricted cash and a corresponding client funds payable liability. We generate a substantial portion of our operating income outside the United States, which is indefinitely reinvested in foreign jurisdictions. Consequently, as outlined under “Cash and Cash Equivalent,” the majority of our cash and short-term investments are held by our foreign subsidiaries. At present, we do not intend to repatriate these funds and do not foresee a need to do so. The company maintains multiple sources of liquidity, including cash flow from operations, potential capital raises, and strategic financing arrangements. FDCTech is actively managing its working capital to support ongoing business expansion, including the development of its Condor Trading Technology , regulatory compliance initiatives, and integration of newly acquired entities. Key liquidity factors include: ● Operating Cash Flow: The company continues to invest in technology infrastructure and operational efficiency to drive sustainable revenue growth. ● Capital Expenditures: Investment in proprietary trading platforms and software development remains a priority. ● Financing Activities: FDCTech has historically relied on equity offerings, debt instruments, and related-party financing to support its expansion. Future capital-raising efforts may be necessary to fund acquisitions and market expansion. Management believes that existing cash reserves , combined with expected revenue growth and potential financing opportunities, will provide sufficient liquidity to meet both operational and strategic needs. However, external market conditions, regulatory changes, and acquisition-related expenditures could impact future liquidity requirements. We anticipate that our existing domestic cash, short-term investments, and cash flows from operations will be sufficient to fund our domestic operating activities and fulfill our cash commitments for investing and financing activities, such as regular quarterly dividends, debt repayments, and capital expenditures, for at least the next 12 months and for the foreseeable future. Should we require additional capital in the United States beyond what our domestic operations generate—for instance, to fund significant discretionary activities such as business acquisitions or share repurchases—we could choose to repatriate future earnings from foreign jurisdictions or raise capital within the United States through debt or equity issuances. These alternatives may result in higher effective tax rates, increased interest expenses, or dilution of our earnings. We have previously borrowed funds domestically and believe that we can continue to do so at reasonable interest rates. Over the next 12 months, the Company will continue investing in sales, marketing, product development, and technology solutions to enhance customer service and expand its market presence. Capital expenditures are anticipated to rise to $1,000,000. This allocation will encompass working capital, software development, sales and marketing initiatives, as well as infrastructure enhancements, including the procurement of computers and servers. The company expects that its existing cash reserves, cash equivalents, operational cash flows, and access to private equity and capital markets will be sufficient to fund operations for at least the next 12 months. These resources will support continued business operations, including debt obligations and significant capital expenditures. However, achieving sustainable revenue growth may require additional funding, and there is no guarantee that financing will be available on favorable terms. If additional capital is required, the company may consider restructuring or refinancing existing debt, securing financing from financial institutions, or raising funds through private equity or debt issuance. FDCTech remains committed to expanding its operations while exploring strategic funding opportunities to support long-term growth. 9 PPP and SBA Funding in 2020 On 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 outstanding balance of the PPP loan, including accrued interest at 1.00%, is approximately $2,389 as of March 31, 2025. On May 22, 2020, the Company received proceeds of $144,900. The outstanding balance of the SBA loan, including accrued interest, is $112,057 as of March 31, 2025. Related Party Investments and Acquisitions in 2023 On January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the AJB Note, valued at $60,525. On January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000 to Kundnani, considered a related party. On March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000. On 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. On November 30, 2023, Kundnani, a related party, purchased 2,500,000 shares of the Company’s Series A Preferred stock 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. GOING CONCERN CONSIDERATION We generated revenues of $5,976,948 and $6,376,335 for the three months ended March 31, 2025, and 2024, respectively. As of March 31, 2025, and December 31, 2024, the accumulated deficit was $2,103,290 and $2,396,102. Our independent auditors included an explanatory paragraph in their reports on the audited financial statements for the fiscal years ending December 31, 2024, and 2023, regarding concerns about our ability to continue as a going concern. Our financial statements include additional note disclosures that describe the circumstances leading to this disclosure by our independent auditors. Our financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in the Company being unable to continue as a going concern. 10 Critical Accounting Policies and Significant Judgments and Estimates We have based our management’s discussion and analysis of our financial condition and results of operations on our financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting periods. In more detail, we have described significant accounting policies in Note 2 of our annual financial statements included in our 10-K for the fiscal year ended December 31, 2023, filed with the SEC on October 15, 2024. We continually evaluate our critical accounting estimates and judgments, as required by our policies, and update them as necessary based on changing conditions. JOBS Act Accounting Election We are an “ emerging growth company ,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies. As an emerging growth company, we have applied for an exemption; as a result, the Company may delay the adoption of certain accounting standards until the standards apply to private companies. Off-Balance Sheet Arrangements and Contractual Obligations We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We had no relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established to facilitate off-balance sheet arrangements or other contractually narrow or limited purposes. Recent Accounting Pronouncements The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for applicability and impact on its consolidated financial statements. We have adopted ASC 606, Revenue from Contracts with Customers, and ASC 842 (formerly ASU 2016-02, Leases) as of March 31, 2020. The amendments in these ASUs are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was permitted and consistent with SEC guidance; we implemented these standards as required. The adoption of these standards did not have a material impact on our consolidated financial statements. The Company has reviewed recently issued ASUs that are not yet effective and expects no significant impact on its financial statements or disclosures upon adoption. As a smaller reporting company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards, as permitted by the JOBS Act and SEC rules applicable to emerging growth companies. For a more detailed description of our significant and critical accounting policies, please refer to Note 2 in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025. 11 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS. Not Applicable. ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025. Based upon that evaluation, and as further described below in connection with the restatement of our previously issued financial statements, our Certifying Officers concluded that, as of the end of the period covered by this Amendment, our disclosure controls and procedures were not effective. In light of the material weaknesses described below, our management performed additional procedures to ensure that our unaudited condensed consolidated financial statements included in this Amendment have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management has concluded that, notwithstanding the material weaknesses identified, the unaudited condensed consolidated financial statements included in this Amendment present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented. Material Weaknesses in Internal Control over Financial Reporting. In connection with the preparation of this Amendment, the Company identified the following material weaknesses in its internal control over financial reporting: (i) Subscription Receivable Classification—The Company did not have effective controls to ensure that subscription receivables for capital stock subscribed but not yet collected were presented as a deduction from stockholders’ equity (contra-equity), rather than as a current asset, in accordance with ASC 505-10-45-2; (ii) Stock Issuance Tracking—The Company did not have effective controls to ensure that all common share issuances physically delivered to recipients were timely recorded in the Company’s share register and reflected in its consolidated financial statements (specifically, 500,000 shares of common stock issued in October 2021 were not recorded by the Company’s transfer agent and were not reflected in the financial statements as originally filed); (iii) Restricted Cash Presentation—The Company did not have effective controls to ensure that segregated client funds held by its regulated subsidiaries were classified as restricted cash, separate from the firm’s own operating cash, in accordance with ASC 230-10-50-8; and (iv) Noncontrolling Interest and Accumulated Other Comprehensive Income Allocation—The Company did not have effective controls to ensure that the noncontrolling interest walk and the allocation of other comprehensive income between the noncontrolling interest and the controlling interest were prepared in accordance with ASC 810-10 and ASC 220-10, respectively. Remediation Plan. Management, under the oversight of the Board of Directors, has begun implementing the following remediation measures: (a) engagement of an external accounting advisory firm to assist with technical accounting consultation on complex transactions; (b) implementation of a quarterly share register reconciliation process between the Company’s records and those of the transfer agent; (c) enhancement of the cash classification policy to specifically address segregated client funds at regulated subsidiaries; and (d) development of standardized templates and review procedures for the noncontrolling interest walk and other comprehensive income allocation. Management believes the steps outlined above, when fully implemented and operating effectively, will remediate the material weaknesses described herein. However, the material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that the controls are designed and operating effectively. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025. In making this assessment, management utilized the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Framework for Internal Control. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with Generally Accepted Accounting Principles (GAAP). Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Due to its inherent limitations, internal control over financial reporting may not be effective in preventing or detecting errors or misstatements in our consolidated financial statements. Additionally, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate due to changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. Based on our assessments, management determined that we did not maintain effective internal control over financial reporting as of March 31, 2025, due to the material weakness in our internal controls, inadequate segregation of duties within account processes, limited personnel, and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. Management intends to implement remediation steps to enhance our internal controls, addressing inadequate segregation of duties within account processes, limited personnel resources, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business, identifying third-party professionals with whom to consult regarding complex accounting applications, and considering additional staff with the requisite experience and training to supplement existing accounting professionals, and implementing additional layers of reviews in the internal controls and financial reporting process. This Report does not include an attestation report from our independent registered public accounting firm, as we are an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the three months Ended March 31, 2025, and 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 12 PART II. ITEM 1. LEGAL PROCEEDINGS. On December 23, 2023, the Company received legal correspondence and supporting documents addressed to APSI Holdings Limited (formerly Alchemy Prime Holdings Limited) and FDCTech, Inc. The nature of the legal claims or disputes has not been fully specified in the received correspondence. The Company is assessing the situation and will respond appropriately. While management cannot predict the outcome of these matters, any adverse resolution could potentially have a material impact on the Company’s business, financial condition, and results of operations. The Company intends to defend its interests vigorously and will provide further updates as material developments arise. Asher Alkoby, et al. v. FDCTech, Inc. On December 9, 2024, Asher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), the Company’s Malta-incorporated broker-dealer subsidiary acquired in June 2023, filed a claim against the Company in the London Circuit Commercial Court (Claim No. LM-2024-000330). The claimants seek approximately $1.02 million in amounts they allege are owed under the Share Sale Agreement, together with rectification of the agreement to render it legally enforceable. Following completion of the acquisition, the Company identified anti-money laundering deficiencies at the subsidiary that had resulted in a 2019 administrative fine by the Malta Financial Intelligence Analysis Unit (“FIAU”), as well as undisclosed loans taken by the previous shareholders from the subsidiary that had not been repaid, resulting in net capital lower than disclosed during negotiations. Based on these findings, the Company withheld the final payment otherwise due to the sellers. The Company has filed a counterclaim seeking a declaration that the Share Sale Agreement is ineffective and unenforceable and repayment of $915,000 previously paid to the sellers. The Company served its Defense and Counterclaim on May 9, 2025. Subsequent to March 31, 2025, on October 17, 2025, the Court granted the claimants permission to amend their claim to include a third claimant. A Costs and Case Management Conference took place on November 17, 2025, at which directions were given for trial, which is scheduled for November 2026. The Company believes it has meritorious defenses and counterclaims and intends to defend the action vigorously. Due to the inherent uncertainty of litigation, the Company cannot predict the outcome of this matter with certainty. Alchemy Markets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023) On October 19, 2023, AML filed an appeal in the Court of Appeal (Inferior Jurisdiction) in Malta challenging an administrative penalty of €419,997 and a follow-up directive imposed by the FIAU on September 23, 2023. The FIAU penalty was based on a compliance examination conducted between November 25, 2019 and December 5, 2019, prior to the Company’s acquisition of AML and under different ownership and control of the subsidiary. The appeal challenges the decision-making process leading to the penalty and the law on which it was based, asserts that the penalty is arbitrary and excessive, and contends that certain aspects of the decision are unfounded in law and fact. The case is in the evidentiary production stage pertaining to the Company as appellant. Subsequent to March 31, 2025, a hearing was held on October 24, 2025 for the Company to continue presenting evidence. The Court has scheduled an additional hearing for February 2, 2026 for the FIAU to cross-examine the Company’s witnesses, following which the matter will be adjourned for final legal submissions. The Company believes it has meritorious grounds for the appeal and intends to pursue it vigorously. Alchemy Markets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024) On April 2, 2024, AML filed a constitutional challenge before the First Hall Civil Court (Constitutional Jurisdiction) in Malta relating to the same September 23, 2023 FIAU decision described above. The application challenges (i) the composition of the FIAU and its enabling law; (ii) the FIAU’s decision-making processes as allegedly breaching the Company’s fundamental right to a fair hearing; and (iii) the imposition of an administrative penalty of a penal nature without adjudication by an independent court, in alleged breach of the Constitution of Malta. The Company seeks to have the FIAU decision set aside in its entirety. A first procedural hearing took place on May 7, 2024, and the Company has presented its evidence in support of the claim. The First Hall Civil Court (Constitutional Jurisdiction) has, in prior judgments involving other subject persons, characterized FIAU administrative penalties as more akin to penal sanctions and quashed FIAU decisions on that basis, although certain of those judgments have been overturned on appeal. The Company considers that the principles underpinning such prior judgments are applicable to its case. FDCTech, Inc. v. Intelligenceline.com, Fintelegram.com, et al. Subsequent to March 31, 2025, the Company filed a complaint in the Superior Court of California, County of Orange, against the operators of the websites Intelligenceline.com, Fintelegram.com, and Criticalintel.com. The complaint alleges that the defendants published false and defamatory statements accusing the Company of fraud, illegal conduct, and regulatory violations, causing reputational and financial harm including lost business opportunities, and 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, and seeks damages and injunctive relief. As of the date of this filing, the complaint had not yet been served. A hearing took place on December 15, 2025 on the Company’s motion, following which the court instructed the Company to conduct an investigation as to the beneficial owner of Intelligenceline.com. The Company is the plaintiff in this matter. The Company records a liability for loss contingencies when management, in consultation with legal counsel, determines that a loss is probable and the amount can be reasonably estimated. As of March 31, 2025, no amounts have been accrued for the matters described above, as management has determined, in consultation with counsel, that a loss is not probable or, where reasonably possible, cannot be reasonably estimated. The Company is unable to estimate the reasonably possible loss or range of loss, if any, in excess of amounts accrued for the matters described above. The Company believes it has meritorious defenses and counterclaims in the matters in which it is a defendant and intends to defend them vigorously; however, litigation is inherently uncertain, and the Company cannot predict the outcomes with certainty. 13 Other than the matters described above, neither the Company nor any of its subsidiaries is a party to, nor is any of their property the subject of, any material pending legal proceedings other than ordinary routine litigation incidental to the business. Item 1A. Risk Factors.  In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to disclose this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. In January 2025, the Company issued 32,000,000 common shares to various employees of its subsidiaries for a cash value of $35,200. In February 2025, the Company issued 10,000 Series B preferred stock to Nick G. Kundnani for a cash value of $14,100. The issuance of the aforementioned securities relied on the exemption from registration afforded under Section 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation S promulgated thereunder. Such offers and sales were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Purchaser in connection with the issuance by the Company of the securities. Item 3. Defaults Upon Senior Securities. None Item 4. Mine Safety Disclosures. None Item 5. Other Information. None Item 6. Exhibits. (a) Exhibits. Exhibit Item 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FDCTECH, INC. Date: June 8, 2026 /s/ Mitchell Eaglstein Mitchell Eaglstein, President and CEO (Principal Executive Officer) Date: June 8, 2026 /s/ Imran Firoz Imran Firoz, CFO (Principal Accounting Officer) 15 EXHIBIT INDEX Exhibit Item 31.1 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 16