What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-06-08 compared with 2026-04-22 · 1775 added, 1153 removed, 2225 unchanged (57% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

26 unchanged sentences

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

(1) pertain to the

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

(2) provide reasonable

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

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

(3) provide reasonable

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

a material effect on the consolidated financial statements.

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

transactions and dispositions of the assets of our company;

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;

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

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

21 unchanged sentences

the risk of misapplication of accounting standards.

Related Party Transaction Controls.

Given the significant volume and

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

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

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

Party Transaction Controls.

Given the significant volume and dollar amount of related party

transactions and balances (including related party receivables of $40,090,051 and related

party advances of $29,197,470 as of December 31, 2025), the Company’s controls over

the identification, authorization, valuation, and disclosure of related party transactions

require strengthening to provide adequate assurance that all such transactions are properly

recorded and disclosed.

of Fiscal Year 2024 Financial Statements

15 unchanged sentences

the Company took the following actions:

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

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

of the Company’s historical financial reporting.

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

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

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

reliability of the Company’s historical financial reporting.

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

technical U.S.

GAAP research and multi-jurisdictional consolidation review.

11 unchanged sentences

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

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

significant related party balances.

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

of Directors.

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

of significant related party balances.

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

Board of Directors.

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

13 unchanged sentences

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

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

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

environment during fiscal year 2025.

The engagement of a new PCAOB-registered auditor and the

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

oversight environment during fiscal year 2025.

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

1 unchanged sentence

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

These steps represent ongoing changes intended

to strengthen the Company’s internal control environment.

These steps represent ongoing changes

intended to strengthen the Company’s internal control environment.

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

133 unchanged sentences

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

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

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

financial expertise.

To date, such directors have been performing the functions

of such committees.

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

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

The Company currently lacks a formal audit committee,

is aware this does not meet Nasdaq listing standards, and is actively taking steps to remedy this prior to or in connection with the

uplisting, including the addition of independent directors with financial expertise.

To date, such directors have been performing the

functions of such committees.

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

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

are no family relationships among our directors or officers other than as described above.

18 unchanged sentences

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

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

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

December 31, 2024.

and 2024 Summary Executive Compensation Table

Name and Principal Position

Nonqualified Deferred

Mitch Eaglstein, CEO (1)

Mitch Eaglstein,

Imran Firoz, CFO (2)

33 unchanged sentences

Trading Policy

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

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

the Company in the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance

with insider trading laws, rules, and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed

as Exhibit 19.1 to this Annual Report on Form 10-K.

Company has adopted

an insider trading policy that governs the purchase, sale,

and other dispositions of our securities that applies to the Company and our officers and directors, as well as our employees who have

regular access to material, nonpublic information about the Company in the normal course of their duties.

We believe that our insider

trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards

applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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

102 unchanged sentences

equity of the successor entity;

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

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

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

13 unchanged sentences

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

however, no such amendment or discontinuance shall adversely

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

Further, no such amendment shall, without

approval of the stockholders:

however, no such amendment or discontinuance shall adversely change

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

Further, no such amendment shall, without approval

of the stockholders:

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

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

(b) change or expand

the types of incentives that may be granted;

materially increase the benefits accruing to participants.

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

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

under the Plan have lapsed.

or (d) materially increase

the benefits accruing to participants.

The 2023 Plan will remain in effect until all incentives granted have either been satisfied by

the issuance of shares or payment of cash or have been terminated, and all restrictions on shares issued under the Plan have lapsed.

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

74 unchanged sentences

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

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

more than 5% of the outstanding common stock;

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

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

5% of the outstanding common stock;

(ii) each officer and director of our Company;

and (iii) all sole officer and director

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

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

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

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

the voting of the security.

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

ownership within sixty (60) days.

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

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

any beneficial financial interest.

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

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

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

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

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

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

Under these rules,

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

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

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

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

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

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

The percentages below are calculated

based on 423,084,729 shares of our common stock issued and outstanding for the fiscal year ended December 31, 2025.

Name and Address (1)

9 unchanged sentences

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

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

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

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

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

(3) Robert J.

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

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

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

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

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

Following the Agreement, FRH

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

Following the Agreement, FRH assigned the Shares

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

Hong resides in Dubai, UAE.

A Preferred Stock

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

Name and Address (1)

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

ended December 31, 2025.

and Address (1)

Series A Preferred

37 unchanged sentences

B Preferred Stock

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

Name and Address (1)

APSI Holdings Limited (1)

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

ended December 31, 2025.

and Address (1)

APSI Holdings

Series B Preferred

5 unchanged sentences

Series B Preferred

Kundnani (1) , Director

Kundnani (1) ,

Series B Preferred

5 unchanged sentences

Series B Preferred

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

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

the holder of such shares.

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

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

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

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

13 unchanged sentences

Kundnani for cash valued at $1.41 per share.

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

Kundnani for services

valued at $1.41 per share.

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

On February 07, 2025, the Company issued 10,000 Series

B preferred stock to Nicky G.

Kundnani for services valued at $1.41 per share.

Unless otherwise indicated below, the

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

Kundnani controls APSI Holdings Limited.

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

8, London, E11LX, UK.

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

Unit 8, London, E11LX, UK.

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

17 unchanged sentences

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.

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.

3 unchanged sentences

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

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

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

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

Following the Agreement, FRH

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

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

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

of unregistered Common Stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

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

Kundnani as the director of the Company.

as the director of the Company.

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

59 unchanged sentences

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

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

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

In May 2024, the Public Company

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

of securities fraud.

Prior to April

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

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

In May 2024, the Public Company Accounting

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

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

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

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

the Company paid $64,800 to BF Borgers in fiscal year 2023 for services

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

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

15 unchanged sentences

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

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

(“Olayinka”),

Lagos, Nigeria (PCAOB Firm ID:

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

Olayinka audited the Company’s

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

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

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

as a Prohibited Service Provider by OTC Markets Group.

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

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

See Item 9 of this Annual

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

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

(“Olayinka”), Lagos, Nigeria (PCAOB Firm ID:

5968), as the Company’s

independent registered public accounting firm.

Olayinka audited the Company’s consolidated financial statements for the fiscal

years ended December 31, 2024, and December 31, 2023, and reviewed the Company’s quarterly reports on Form 10-Q filed during the

period of engagement.

On April 3, 2025, the Board dismissed Olayinka following its designation as a Prohibited Service Provider by OTC

Markets Group.

There were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure,

or auditing scope or procedure during the period of engagement.

See Item 9 of this Annual Report for further details regarding the change

in independent registered public accounting firm.

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

7 unchanged sentences

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

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

interim quarterly financial statements.

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

quarterly financial statements.

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

37 unchanged sentences

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB:

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

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

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

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

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB:

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

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

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

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

to the Consolidated Financial Statements

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

thereunto duly authorized.

April 22, 2026

Mitchell Eaglstein

1 unchanged sentence

Executive Officer)

April 22, 2026

Accounting Officer)

3 unchanged sentences

Chief Executive Officer (Principal Executive Officer)

April 22, 2026

Financial Officer (Principal Financial and Accounting Officer)

April 22, 2026

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB:

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

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

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

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

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets as of December 31, 2025 (Audited, Restated), and December 31, 2024 (Audited, Restated

Statements of Operations for the fiscal year ended December 31, 2025 (Audited, Restated), and December 31, 2024 (Audited, Restated)

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

2024 (Audited, Restated)

Statements of Cash Flows for the fiscal year ended December 31, 2025 (Audited, Restated), and December 31, 2024(Audited, Restated)

to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

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

2024, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash

flows for the period ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial

statements”).

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

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

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

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

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

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

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

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

Restatement of Previously Issued Financial

As discussed in Note 4 to the financial statements,

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

As discussed in Note 4 to the financial statements, the 2025 and 2024 financial

statements have been restated to correct some misstatements and reclassifications.

The correction of the misstatements affected the Cash

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

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

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

26 unchanged sentences

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

Communication of critical audit matters does not alter in

any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing

Communication of critical audit matters does not alter in any

way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing

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

1 unchanged sentence

specializing in OTC and exchange-traded markets in Europe;

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

this accounted for 67% of the total revenue, and it was generated from Commission,

Swap, profit from trading, and net floating profit.

The Company operates its brokerage business in two segments:

9 unchanged sentences

We Addressed the Matter in Our Audit

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

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

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

Evaluated the design and tested the operating effectiveness of certain

internal controls related to the processing and recording of revenue, including general IT controls and IT application controls.

Involved IT professionals with specialized skills and knowledge who

assisted in the identification and testing of certain IT systems, including the design of audit procedures, used by the Company for

the processing and recording of revenue.

Recalculated the recorded revenue for a sample of transactions by comparing

the amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts

with customers and other relevant and reliable third-party data.

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

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

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

We challenged the management about the data integrity and performed

a walk-through of the trading platform.

We evaluated the sufficiency of the audit evidence obtained by assessing

the results of the procedures performed over revenue.

Related party balances and transactions

1 unchanged sentence

under Post-Acquisition Related Party Balances.

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

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

the consolidated balance sheet.

AIL carried a related party advances of $37,579,900 due from Alchemy Capital Markets Ltd

and Related Party payable of $25,512,642 due to Alchemy DMCC, a related party affiliate, included within the Related Party line on the

consolidated balance sheet.

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

2 unchanged sentences

of loans and advances.

The reasons we determined this as a critical audit

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

(ii) Auditor judgment was involved in assessing the sufficiency

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

The reasons we determined this as a critical

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

(ii) Auditor judgment was involved in assessing

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

the Critical Audit Matter Was Addressed in the Audit

8 unchanged sentences

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

Client money is held in statutory trust accounts and is not

Client money is held in segregated accounts and is not

available for general corporate use.

5 unchanged sentences

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

related to the customer funds and customer funds obligations process.

related to the client funds and client funds obligations process.

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

7 unchanged sentences

have served as the Company’s auditor since 2025.

April 22, 2026

BALANCE SHEETS

Cash and cash equivalents

Restricted cash — client funds (segregated)

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

1 unchanged sentence

expenses – current

Related party advances

Related party receivable

Current Assets

3 unchanged sentences

intangible assets

trade and tax receivable

Tax receivable

of trading positions for the firm, profit

6 unchanged sentences

party advances

funds payable

lease liability, current

7 unchanged sentences

Stockholders’

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

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

Series A Preferred stock, par value $ 0.0001 ,

10,000,000 shares

authorized, 4,500,000 and

4,500,000 issued

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

1 unchanged sentence

par value $ 0.0001 ,

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

shares authorized, 2,371,844

and 2,361,844

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

12 unchanged sentences

Noncontrolling

Total Stockholders’ Equity

liabilities and stockholders’ equity (deficit)

1 unchanged sentence

STATEMENTS OF OPERATIONS

31, 2024 (Restated)

Wealth management

8 unchanged sentences

operating expenses

Other interest expense

income (loss)

Other interest income (expense)

income (expense)

5 unchanged sentences

income (loss) attributable to FDCTech’s shareholders

loss per common share, basic and diluted

income (loss) per common share, basic and diluted

average number of common shares outstanding, basic and diluted

2 unchanged sentences

in foreign currency translation

other comprehensive income (loss)

comprehensive income (loss)

5 unchanged sentences

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

comprehensive

year ended December 31, 2024 (Restated)

Noncontrolling

Stockholders’

Fiscal year ended December 31, 2024 (Restated)

December 31, 2023

3 unchanged sentences

B issuances at $ 1.41

Stock adjustment

Common stock issued for adjustment

Stock subscription reclassification

stock issued for cash valued at $ 0.0144

1 unchanged sentence

in APIC due to common control

Rounding error adjustments

Net income (loss) attributable to noncontrolling interest

Foreign currency translation — noncontrolling interest

Net income (loss) attributable to FDCTech shareholders

December 31, 2024 (Restated)

$ ( 8,000,000 )

$ ( 2,396,102 )

December 31, 2024

Fiscal year ended December 31, 2025 (Restated)

Balance, December 31, 2024 (Restated)

$ ( 8,000,000 )

$ ( 2,396,102 )

year ended December 31, 2025

$ ( 8,000,000 )

2 unchanged sentences

Series B issuances at $ 1.41

Change in APIC due to common

Capital contributions

Acquisition of Alchemy International Limited (AIL)

Change in APIC due to common control

FX gain (loss)

December 31, 2025

Net income (loss) attributable to noncontrolling interest

Foreign currency translation — noncontrolling interest

Net income (loss) attributable to FDCTech shareholders

Balance, December 31, 2025 (Restated)

$ ( 8,000,000 )

19 unchanged sentences

Accrued interest

Customer funds

Client funds payable

( 5,712,901 )

4 unchanged sentences

Related party guarantee

Trade and tax receivable

( 2,635,134 )

Tax receivable

Accrued income

2 unchanged sentences

expenses, related party

cash used in operating activities

cash provided by (used in) operating activities

$ ( 40,918,408 )

1 unchanged sentence

Capitalized software

Effect of exchange rates

Business acquisition seller’s

in paid-in capital

cash used in investing activities

Acquisition of Alchemy International Limited

Changes in paid-in capital, common control

cash provided by (used in) investing activities

Borrowing from (payments to)

5 unchanged sentences

Common stock issued for cash

Common stock issued at a discount

Common stock issued for financing cost

Series A for cash and cancelation

Capital contribution

Changes in NCI

Noncontrolling

cash provided by financing activities

increase in cash

interest income

cash provided by (used in) financing activities

Effect of exchange rates

increase (decrease) in cash

( 7,707,208 )

( 5,939,504 )

at beginning of the period

cash equivalents, and restricted cash at beginning of the period

Cash, cash equivalents, and restricted cash

at end of the period

26 unchanged sentences

OF CONSOLIDATED SUBSIDIARIES

Advisory Services Ltd.

AD Advisory Services Pty Ltd.

CFDs, Stocks, Bonds

7 unchanged sentences

Company consolidates all subsidiaries in which it holds a controlling financial interest.

AD Advisory Services Ltd.

AD Advisory Services Pty Ltd.

(ADS) is consolidated

as a majority-owned subsidiary ( 51.00 % ownership), with the remaining 49.00 % recognized as a noncontrolling interest in the consolidated

balance sheet and statements of operations.

All other subsidiaries are wholly owned (100%) and fully consolidated.

as a majority-owned subsidiary ( 51.00 %

ownership), with the remaining 49.00 %

recognized as a noncontrolling interest in the consolidated balance sheet and statements of operations.

All other subsidiaries are wholly

owned (100%) and fully consolidated, except for AIL, where the Company owns 99.90%.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

12 unchanged sentences

(Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the

Company operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $ 530 million

in funds under advice as of December 31, 2025.

This segment provides licensing solutions and financial planning services to independent financial

advisors operating under the Company’s Australian Financial Services license.

Company operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $ 530

million in funds under advice as of December 31, 2025.

segment provides licensing solutions and financial planning services to independent financial advisors operating under the Company’s

Australian Financial Services license.

Technology and Software Development

9 unchanged sentences

merchant acquiring, and cross-border payment capabilities to complement its brokerage and wealth management operations.

As of December

At December 31,

2025, this segment remains in the early stages of development and has not yet generated material revenue.

19 unchanged sentences

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

Eaglstein and Imran Firoz have been Executive Directors

of the Company since January 21, 2016.

Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.

June 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.

20 unchanged sentences

Actual results could materially differ from these estimates.

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.

and Cash Equivalents

6 unchanged sentences

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

31, 2025, and 2024, the Company had $ 17,669,749 and $ 25,376,957 cash and cash equivalents held at the financial institution.

Receivable mainly represent amounts owed by four (4) technology customers.

In some cases, the customer receivables are due immediately

however, in most cases, the Company offers net 30 terms or n/30, where the payment is due in full 30 days after the invoice’s

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

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.

31, 2025, and 2024, the Company had $ 11,855,861

and $ 13,850,168

cash and cash equivalents held at the financial institution.

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.

cases, the customer receivables are due immediately on demand;

however, in most cases, the Company offers net 30 terms or n/30, where

the payment is due in full 30 days after the invoice’s date.

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

of the collectability of customer accounts.

The Company regularly reviews the allowance by considering historical experience, credit

quality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected

default frequency rates.

Trade receivables are written off at the point when they are considered uncollectible.

Marketing, and Advertising

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

Company incurred $ 1,336,685 and $ 1,466,616 in sales, marketing, and advertising costs (“sales and marketing”) for the fiscal year ended December 31, 2025, and 2024, respectively.

The sales and marketing costs are mainly due to expenses related to investment

and brokerage business.

The sales, marketing, and advertising expenses represented 3.82 % and 5.44 % of the sales for the fiscal year ended

December 31, 2025, and 2024, respectively.

Company incurred $ 1,336,685

and $ 1,466,616

in sales, marketing, and advertising costs (“sales and

marketing”) for the fiscal year ended December 31, 2025, and 2024, respectively.

The sales and marketing costs are mainly due to

expenses related to investment and brokerage business.

The sales, marketing, and advertising expenses represented 3.82 %

of the sales for the fiscal year ended December 31, 2025, and 2024, respectively.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

100 unchanged sentences

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

The Company considers the “transfers”

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

The Company believes a customer “obtains

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

The Company recognizes

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

The Company presents deferred revenue related

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

The Company considers the

“transfers” of the promised goods or services when the customer obtains control of the goods or services.

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

The Company presents deferred revenue related to services that the Company will provide more than one year into the

future as a non-current liability.

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

49 unchanged sentences

and Brokerage

Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets in

Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria, Cyprus,

Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein,

Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.

The Financial Conduct Authority (FCA) regulates APL

with authorized countries such as England, Scotland, Wales, and Northern Ireland.

Markets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets

Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria,

Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,

Luxembourg, Liechtenstein, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden.

The Financial

Conduct Authority (FCA) regulates APL within the authorized countries of England, Scotland, Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

42 unchanged sentences

US financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.

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

December 31, 2025, and 2024, the Company had $ 17,669,749

and $ 25,376,957

cash and cash equivalents held at the financial institution, out of which $ 15,258,896 and $ 12,658,241 were held at various liquidity

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

December 31, 2025, the Company held total cash and cash equivalents of $ 17,669,749 , comprising $ 11,855,861 of unrestricted cash at financial

institutions and $ 5,813,888 of segregated client funds.

At December 31, 2024, the comparable balances were $ 25,376,957 in

total, consisting of $ 13,850,168 of unrestricted cash and $ 11,526,789 of segregated client funds.

Of the year-end totals, $ 15,258,896 and

$ 12,658,241 were

held at various liquidity providers in 2025 and 2024, respectively.

revenues are comprised of three main business segments:

Investment and Brokerage, Wealth Management, and Technology and Software Development.

For the fiscal year ended December 31, 2025, and 2024, the Company generated $ 34,959,399 and $ 26,943,718 in revenues, an increase of

over 29.8% from the previous year, mainly due to an increase in margin brokerage and technology business.

December 31, 2025, and 2024, the accounts receivable were $ 188,415 and $ 25,000 .

At December 31, 2025, and 2024, the Management determined

that the allowance for doubtful accounts was $ 22,382 and $ 22,382 , respectively.

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

30, 2023 (“Acquisition Date”) from Alchemy Prime Holdings Ltd.

(“Seller” or “APHL”), through an exchange

for 966,379 Series B preferred convertible stocks valued at $ 1,362,594 .

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

BVI) and its subsidiary Alchemy Markets Ltd (AML) on November 30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings

Ltd., through an exchange for 833,621 Series B preferred convertible stocks valued at $ 1,175,406 .

For the fiscal year ended December 31, 2025, and 2024, the Company generated $ 34,959,399

and $ 26,943,718

in revenues, an increase of over 29.8% from the previous year,

mainly due to an increase in margin brokerage and technology business.

December 31, 2025, and 2024, the accounts receivable were $ 188,415

and $ 25,000 .

At December 31, 2025, and 2024, the Management determined that the allowance for doubtful accounts was $ 22,382

and $ 22,382 ,

respectively.

Company completed the Acquisition of 100.00 %

of the issued and outstanding shares of Alchemy Prime Limited (“APL”) on November 30, 2023 (“Acquisition Date”)

from Alchemy Prime Holdings Ltd.

(“Seller” or “APHL”), through an exchange for 966,379

Series B preferred convertible stocks valued at $ 1,362,594 .

Company completed the Acquisition of the remaining 49.90 %

of the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI) and its subsidiary Alchemy Markets Ltd (AML) on November

30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings Ltd., through an exchange for 833,621

Series B preferred convertible stocks valued at $ 1,175,406 .

Company estimated the total purchase price for the Acquisition(s) or Transaction(s) to be $ 2,538,000 .

The Seller is a UK entity, with

Kundnani (“Kundnani”) as the (sole) natural person holding one hundred percent ( 100 %) shareholding in the APHL.

The Seller is a UK entity, with Mr.

Kundnani (“Kundnani”) as the (sole) natural person holding one hundred percent

shareholding in the APHL.

Kundnani is also a controlling shareholder in the Company, a related party.

1 unchanged sentence

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90 % of AML

are related party transactions, we valued the exchange of 1,800,000 shares of Series B Preferred convertible stock based on audited net

financial assets (book value) of the targets.

net financial assets of 100 % APL were $ 1,362,594 , and 49.90 % of AML was $ 1,175,406 , with a total purchase price of $ 2,533,334 for 1,800,000

shares of Series B Preferred convertible stock or $ 1.41 per share.

there is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90 %

of AML are related party transactions, we valued the exchange of 1,800,000 shares

of Series B Preferred convertible stock based on the audited net financial assets (book value) of the targets.

net financial assets of 100 %

APL were $ 1,362,594 ,

of AML was $ 1,175,406 ,

with a total purchase price of $ 2,533,334

for 1,800,000

shares of Series B Preferred convertible stock or $ 1.41

Closing Acquisition Consideration Breakdown

4 unchanged sentences

2,351,192 (2)

of June 30, 2022, £1 = $ 1.2165 , Net Financial Assets based on June 30, 2022, audited financial statements

of November 30, 2022, €1 EUR = $ 1.042 , Net Financial Assets based on November 30, 2022, audited financial statements

of June 30, 2022, £1 = $ 1.2165 ,

Net Financial Assets based on June 30, 2022, audited financial statements

of November 30, 2022, €1 EUR = $ 1.042 ,

Net Financial Assets based on November 30, 2022, audited financial statements

ASC 805-50-15-6, based on the ownership of Kundnani and the management structure post-acquisition, we believe the following guidance

1 unchanged sentence

Seller (APHL or Kundnani) transfers its controlling interest in APL and AML to the Company controlled by the Seller, directly or

indirectly through his ownership as an individual or through APHL.

indirectly through its ownership as an individual or through APHL.

This transaction is a legal organization change, but not the reporting

16 unchanged sentences

The Company will present

consolidated or combined financial statements in place of financial statements of individual entities.

consolidated or combined financial statements in place of the financial statements of individual entities.

have identified the Company as the legal acquirer, as it is the entity that issued securities.

6 unchanged sentences

Therefore, we have recorded assets and liabilities at book value.

transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $ 2,538,000 , which is reflected

in the Company’s equity.

transaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $ 2,538,000 ,

which is reflected in the Company’s equity.

post-acquisition consolidation process eliminates any existing intercompany transactions or balances between the Company and Target(s).

4 unchanged sentences

Balance Sheet as of November 30, 2023 (Acquisition Date):

SCHEDULE OF PURCHASE PRICE ALLOCATION

OF PURCHASE PRICE ALLOCATION

Cash and cash

11 unchanged sentences

Related party advances

Customer funds (8)

Client funds (8)

tax liabilities (9)

3 unchanged sentences

Purchase Price, 833,621

Series B Preferred Stock valued at $ 1.41 , (C)

Series B Preferred Stock valued at $ 1.41 ,

Increase in APIC

7 unchanged sentences

Current liabilities - Creditors

Customer funds (8)

Client funds (8)

Related party advances

3 unchanged sentences

Purchase Price, 966,379

Series B Preferred Stock valued at $ 1.41 , (C)

Series B Preferred Stock valued at $ 1.41 ,

Increase in APIC

13 unchanged sentences

provided by Alchemy BVI as a parent to AML for any shortfall in the net capital.

overpaid tax to Commissioner Tax Revenue, Malta.

overpaid tax to the Commissioner of Tax Revenue, Malta.

property and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance

15 unchanged sentences

We categorize AML’s derivative financial instruments as level

net trading deposits funds placed with the Company by clients intended to trade FX, securities, or other investment activities.

net trading deposits are funds placed with the Company by clients intended to trade FX, securities, or other investment

recognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their

9 unchanged sentences

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company completed the Acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd (“AIL”) on October

29, 2025 (“Acquisition Date”), from SYNC Capital Limited (“Seller”), a UK entity, through a cash payment of $ 2,000,000

Company completed the Acquisition of 99.9 %

of the issued and outstanding shares of Alchemy International Ltd (“AIL”) on October 29, 2025 (“Acquisition Date”),

from SYNC Capital Limited (“Seller”), a UK entity, through a cash payment of $ 2,000,000

(the “Consideration”).

The remaining 0.1% of AIL’s shares were retained by a minority interest, resulting in a Non-Controlling

Interest (“NCI”) of 0.1%.

remaining 0.1% of AIL’s shares were retained by a minority interest, resulting in a Non-Controlling Interest (“NCI”)

Seller, SYNC Capital Limited, is wholly owned by Mr.

1 unchanged sentence

Prior to the Acquisition, Kundnani held

99.9 % of AIL’s 50,000 issued shares, comprising 35,000 shares through SYNC Capital Limited and 14,950 shares held personally.

is also a controlling shareholder of the Company, a related party.

The Acquisition was subject to regulatory approval by the UK Financial

Conduct Authority (“FCA”), which was received on October 29, 2025, constituting the effective Acquisition Date for accounting

of AIL’s 50,000

issued shares, comprising 35,000

shares through SYNC Capital Limited and 14,950

shares held personally.

Kundnani is also a controlling shareholder

of the Company, a related party.

The Acquisition was subject to regulatory approval by the UK Financial Conduct Authority (“FCA”),

which was received on October 29, 2025, constituting the effective Acquisition Date for accounting purposes.

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”),

5 unchanged sentences

and the Company were, immediately before and after the transaction, controlled by the same individual — Kundnani — who holds

more than 50 % of the voting ownership interest of each entity, thereby satisfying the common control criteria established in EITF 02-5.

ASC 805-20 (the acquisition method) does not apply.

more than 50 %

of the voting ownership interest of each entity, thereby satisfying the common control criteria established in EITF 02-5.

(the acquisition method) does not apply.

the Company has accounted for the Acquisition under ASC 805-50-30-5.

3 unchanged sentences

been recognized in the consolidated income statement.

difference between the Consideration paid ($ 2,000,000 ) and the net book value of AIL attributable to the Company at the Acquisition Date

represents a capital contribution by Kundnani to the Company.

This amount has been credited to Additional Paid-In Capital (“APIC”)

in the Company’s consolidated equity.

difference between the Consideration paid ($ 2,000,000 )

and the net book value of AIL attributable to the Company at the Acquisition Date represents a capital contribution by Kundnani to the

This amount has been credited to Additional Paid-In Capital (“APIC”) in the Company’s consolidated equity.

The APIC credit is calculated as follows:

4 unchanged sentences

Non-Controlling

Interest ( 0.1 % of Net Book Value)

Interest ( 0.1 %

of Net Book Value)

– Capital Contribution from Controlling Shareholder

Company has recognized NCI at $ 10,944 , representing 0.1 % of AIL’s net book value at the Acquisition Date.

The post-acquisition

consolidation process eliminates intercompany transactions and balances between the Company and AIL.

Only results from the Acquisition

Date (October 29, 2025) through December 31, 2025 are included in the Company’s consolidated income statement for the year ended

December 31, 2025.

Company has recognized NCI at $ 10,944 ,

representing 0.1 %

of AIL’s net book value at the Acquisition Date.

The post-acquisition consolidation process eliminates intercompany transactions

and balances between the Company and AIL.

Only results from the Acquisition Date (October 29, 2025) through December 31, 2025, are included

in the Company’s consolidated income statement for the year ended December 31, 2025.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

23 unchanged sentences

Net assets (A)

Non-Controlling Interest, 0.1 % of Net Assets

Non-Controlling Interest, 0.1 %

of Net Assets (B)

Consideration paid, $ 2,000,000

8 unchanged sentences

eliminated upon consolidation.

held with payment gateway providers representing client deposits and settlement amounts in transit.

held with payment gateway providers represent client deposits and settlement amounts in transit.

money liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities.

2 unchanged sentences

This balance is included in the Company’s consolidated related-party

As of December 31, 2025, this balance had increased to $ 25,611,280 .

At December 31, 2025, this balance had increased to $ 25,512,642 .

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

2 unchanged sentences

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

For the fiscal year ended December 31, 2025, and 2024, the Company incurred $ 0 and $ 0 , R and D costs.

In the consolidated income statements, we have

included the R and D costs in the General and Administrative expenses.

For the fiscal

year ended December 31, 2025, and 2024, the Company incurred $ 0

R and D costs.

In the consolidated income statements, we have included the R and D costs in the General and Administrative expenses.

Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred.

19 unchanged sentences

to the sellers.

claimants are seeking approximately $ 1.02 million in amounts they allege are owing under the Share Sale Agreement, which they are seeking

to rectify to make it legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective

and unenforceable and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission

to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, which

was served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, at which directions will be given to

the trial, which will take place during November 2026.

claimants are seeking approximately $ 1.02

million in amounts they allege are owing under the Share Sale

Agreement, which they are seeking to rectify to make it legally enforceable.

The Company has counterclaimed for a declaration that the

Share Sale Agreement is ineffective and unenforceable and seeks repayment of $ 915,000

paid to the sellers.

On October 17, 2025, the Court granted

the claimants permission to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim

through Counsel, which was served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, at which directions

will be given to the trial, which will take place in November 2026.

Intelligenceline.com, Fintelegram.com, et al.

11 unchanged sentences

Company’s motion.

Following the hearing, the court instructed FDCTech to conduct an investigation as to the beneficial

owner of Intelligenceline.com.

Following the hearing, the court instructed FDCTech to conduct an investigation as to the beneficial owner of

Intelligenceline.com.

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

1 unchanged sentence

On September 23, 2023, the Financial Intelligence Analysis

Unit (FIAU) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

(formerly NSFX Limited),

a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019.

The examination

occurred approximately four years prior to the decision and under a different ownership and control of the subsidiary.

Unit (FIAU) imposed an administrative penalty of € 419,997

and a follow-up directive on Alchemy Markets Ltd.

NSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019.

The examination occurred approximately four years prior to the decision and under a different ownership and control of the subsidiary.

Company filed this appeal on October 19, 2023, challenging the decision-making process that led to the imposition of the penalty as well

39 unchanged sentences

is recognized when the asset’s carrying value exceeds the fair value.

There are no impairment charges for the fiscal year ended

December 31, 2025, and 2024.

impairment charges for the fiscal years ended December 31, 2025,

for Income Taxes

19 unchanged sentences

of technological feasibility, or during the application development stage for internal-use software, are capitalized and amortized on

a straight-line basis over the estimated useful life of three ( 3 ) years.

Costs incurred prior to establishing technological feasibility

are expensed as incurred.

a straight-line basis over the estimated useful life of three ( 3 )

Costs incurred prior to establishing technological feasibility are expensed as incurred.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

23 unchanged sentences

are included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change

have translated the local currency of ADS and AML in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP),

have translated the local currency of ADS, AML, and APL 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:

40 unchanged sentences

equivalents outstanding.

As of December 31, 2025, and 2024, the Company had 423,084,729 and 390,377,880 weighted average basic and dilutive

shares issued and outstanding, respectively.

At December 31, 2025, and 2024, the Company had 423,084,729

and 390,377,880

weighted average basic and dilutive shares issued and outstanding,

respectively.

the period ended December 31, 2025, and 2024, common stock equivalents were dilutive due to net income.

6 unchanged sentences

Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced disclosures about a reporting entity’s effective

tax rate and its income taxes paid (refunded).

ASU 2023-09 is effective for public business entities for annual periods beginning after

December 15, 2024.

The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis.

The adoption expanded the Company’s

income tax disclosures as reflected in Note 13, Income Taxes , and did not affect the Company’s consolidated financial position,

results of operations, or cash flows.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock

Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards , to provide guidance on how entities should determine

the appropriate accounting treatment for the issuance of profits interest units and similar types of awards.

The ASU is effective for

public business entities for interim and annual periods for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2024-01

effective January 1, 2025.

The adoption did not have a material impact on the Company’s consolidated financial statements because

the Company has not issued profits interest or similar awards.

In March 2024, the FASB issued ASU 2024-02, Codification

Improvements—Amendments to Remove References to the Concept Statements , which removes various references to the FASB’s

Concepts Statements from the Codification.

The amendments are effective for public business entities for fiscal years beginning after

December 15, 2024.

The Company adopted ASU 2024-02 effective January 1, 2025, and the adoption did not have a material impact on the Company’s

consolidated financial statements.

December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets , which is effective for all entities for fiscal years beginning after December

15, 2024, including interim periods within those fiscal years.

2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced disclosures

about a reporting entity’s effective tax rate and its income taxes paid (refunded).

ASU 2023-09 is effective for public business

entities for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 effective January 1, 2025, on a prospective

The adoption expanded the Company’s income tax disclosures as reflected in Note 13, Income Taxes , and did not affect

the Company’s consolidated financial position, results of operations, or cash flows.

2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar

Awards , to guide how entities should determine the appropriate accounting treatment for the issuance of profits interest

units and similar types of awards.

The ASU is effective for public business entities for interim and annual periods for fiscal years

beginning after December 15, 2024.

The Company adopted ASU 2024-01 effective January 1, 2025.

adoption did not have a material impact on the Company’s consolidated financial statements because the Company does not hold

crypto assets within the scope of the ASU.

In March 2025, the FASB issued ASU 2025-02, Liabilities

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

122 , which removed Codification references

related to SAB 121 following its rescission by SAB 122.

The amendments were effective upon issuance on a fully retrospective basis to

annual periods beginning after December 15, 2024.

The Company adopted ASU 2025-02 during 2025, and the adoption did not have a material

impact on the Company’s consolidated financial statements because the Company does not safeguard crypto assets for platform users.

The adoption did not have a material impact

on the Company’s consolidated financial statements because the Company has not issued profits interest or similar awards.

2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concept Statements ,

which removes various references to the FASB’s Concepts Statements from the Codification.

The amendments are effective for public

business entities for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2024-02 effective January 1, 2025, and

the adoption did not have a material impact on the Company’s consolidated financial statements.

2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and

Disclosure of Crypto Assets , which is effective for all entities for fiscal years beginning after December 15, 2024, including interim

periods within those fiscal years.

The Company adopted ASU 2023-08 effective January 1, 2025.

The adoption did not have a material impact

on the Company’s consolidated financial statements because the Company does not hold crypto assets within the scope of the ASU.

2025, the FASB issued ASU 2025-02, Liabilities (Topic 405):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin

122 , which removed Codification references related to SAB 121 following its rescission by SAB 122.

The amendments were effective

upon issuance on a fully retrospective basis to annual periods beginning after December 15, 2024.

The Company adopted ASU 2025-02 during

2025, and the adoption did not have a material impact on the Company’s consolidated financial statements because the Company does

not safeguard crypto assets for platform users.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting

Pronouncements Not Yet Adopted

In November 2024, the FASB issued

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses, which requires public business entities to disclose, in tabular format, disaggregated information about

specified categories of expenses, along with a qualitative reconciliation to the captions on the face of the financial statements.

January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for public business entities for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the effect that ASU 2024-03, as clarified by ASU 2025-01, will have on its disclosures and does not expect the

ASU to affect its consolidated financial position, results of operations, or cash flows.

In November 2024, the FASB issued

ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments,

which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as

an induced conversion.

The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim

reporting periods within those annual reporting periods.

The Company is evaluating the impact of ASU 2024-04 and does not expect the adoption

to have a material impact on its consolidated financial statements.

In May 2025, the FASB issued

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of

a Variable Interest Entity, which is effective for fiscal years beginning after December 15, 2026, including interim periods within those

fiscal years.

Early adoption is permitted.

The Company is evaluating the impact of ASU 2025-03 on its consolidated financial statements.

In July 2025, the FASB issued

ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to

Share-Based Consideration Payable to a Customer, which is effective for fiscal years beginning after December 15, 2026, including interim

Issued Accounting Pronouncements Not Yet Adopted

2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in tabular format, disaggregated

information about specified categories of expenses, along with a qualitative reconciliation to the captions on the face of the financial

In January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for public business entities

for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

adoption is permitted.

The Company is evaluating the effect that ASU 2024-03, as clarified by ASU 2025-01, will have on its disclosures

and does not expect the ASU to affect its consolidated financial position, results of operations, or cash flows.

2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible

Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should

be accounted for as an induced conversion.

The ASU is effective for all entities for annual reporting periods beginning after December

15, 2025, and interim reporting periods within those annual reporting periods.

The Company is evaluating the impact of ASU 2024-04 and

does not expect the adoption to have a material impact on its consolidated financial statements.

2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer

in the Acquisition of a Variable Interest Entity, which is effective for fiscal years beginning after December 15, 2026, including interim

periods within those fiscal years.

Early adoption is permitted.

The Company does not currently have share-based consideration payable

to customers within the scope of the ASU and does not expect adoption to have a material impact on its consolidated financial statements.

In September 2025, the FASB

issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting

for Internal-Use Software, which modernizes the recognition guidance for internal-use software costs by removing references to project-stage

concepts and providing updated capitalization guidance.

The Company is evaluating the impact of ASU 2025-06 on its capitalization policies

for internally developed software and related disclosures.

In December 2025, the FASB issued

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which improves the navigability of ASC 270 and clarifies when it

The Company is evaluating the impact of ASU 2025-03 on its consolidated

financial statements.

2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic

Clarifications to Share-Based Consideration Payable to a Customer, which is effective for fiscal years beginning after December

15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The Company does not currently have share-based

consideration payable to customers within the scope of the ASU and does not expect adoption to have a material impact on its consolidated

financial statements.

2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements

to the Accounting for Internal-Use Software, which modernizes the recognition guidance for internal-use software costs by removing references

to project-stage concepts and providing updated capitalization guidance.

The Company is evaluating the impact of ASU 2025-06 on its capitalization

policies for internally developed software and related disclosures.

2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which improves the navigability of ASC 270

and clarifies when it applies.

Early adoption is permitted, and the ASU permits retrospective or prospective transition.

The Company is evaluating the impact

of ASU 2025-11 on its interim disclosures.

In December 2025, the FASB issued

ASU 2025-12, Codification Improvements, which includes 33 targeted improvements to U.S.

GAAP across multiple topics, including clarifications

to diluted earnings per share calculations when a loss from continuing operations exists.

The Company is evaluating the impact of ASU

2025-12 on its consolidated financial statements and disclosures.

Other accounting pronouncements issued but not yet

effective are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or

The Company is

evaluating the impact of ASU 2025-11 on its interim disclosures.

2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 targeted improvements to U.S.

GAAP across multiple topics,

including clarifications to diluted earnings per share calculations when a loss from continuing operations exists.

The Company is evaluating

the impact of ASU 2025-12 on its consolidated financial statements and disclosures.

Other accounting

pronouncements issued but not yet effective are not expected to have a material impact on the Company’s consolidated financial

position, results of operations, or cash flows.

MANAGEMENT’S PLANS

The Company has prepared its consolidated financial statements on a

going concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business.

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

of liabilities in the ordinary course of business.

The Company has historically reported accumulated deficits;

however, as described below, Management believes that the Company’s

financial position and operating trajectory as of December 31, 2025, substantially reduces, and may eliminate, the conditions that previously

gave rise to substantial doubt about the Company’s ability to continue as a going concern.

prior periods, the Company reported recurring net losses from operations and an accumulated deficit that raised substantial doubt about

its ability to continue as a going concern.

As of December 31, 2024 (as restated), the Company reported an accumulated deficit of $ 2,662,428 ,

cash of $ 25,376,957 , out of which $ 12,658,241 held at liquidity providers, and a working capital surplus of $ 853,533 .

Net loss attributable to FDCTech’s shareholders for the year

ended December 31, 2024 (as restated) was $ 18,781 .

the fiscal year ended December 31, 2025, the Company achieved significant improvement across all key financial metrics.

generated total consolidated revenues of $ 34,959,399 ,

representing an increase of approximately 29.8% over the prior year, driven by full-year contributions from Alchemy Markets Ltd.

however, as described

below, Management believes that the Company’s financial position and operating trajectory as of December 31, 2025, substantially

reduces, and may eliminate, the conditions that previously gave rise to substantial doubt about the Company’s ability to continue

as a going concern.

For the fiscal year ended December 31, 2025, the Company achieved significant

improvement across all key financial metrics.

The Company generated total consolidated revenues of $ 34,959,399 , representing an increase

of approximately 29.8 % over the prior year, driven by full-year contributions from Alchemy Markets Ltd.

(AML) and Alchemy Prime Ltd.

(APL), as well as the post-acquisition contribution of Alchemy International Ltd.

(AIL) from October

29, 2025, through December 31, 2025.

The consolidated net income attributable to the Company’s shareholders for the year ended

December 31, 2025, was $ 5,783,223 .

As of December

31, 2025, cash and cash equivalents were $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus was $ 14,883,171 ,

and the accumulated deficit was fully eliminated, resulting in an accumulated surplus of $ 3,120,795 .

as well as the post-acquisition contribution of Alchemy International Ltd.

(AIL) from October 29, 2025, through December 31, 2025.

consolidated net income attributable to the Company’s shareholders for the year ended December 31, 2025, was $ 5,797,589 .

31, 2025, we held total cash and cash equivalents of $ 17,669,749 , consisting of $ 11,855,861 of unrestricted cash and $ 5,813,888 of segregated

client funds, of which $ 15,258,896 in aggregate was held at liquidity providers.

The working capital surplus was $ 17,831,410 , and the

accumulated deficit was fully eliminated, resulting in an accumulated surplus of $ 3,401,487 .

prior periods, the Company reported recurring net losses from operations and an accumulated deficit that raised substantial doubt

about its ability to continue as a going concern.

At December 31, 2024 (as restated), the Company reported an accumulated deficit of

$ 2,396,102 ,

we held total cash and cash equivalents of $ 25,376,957 , consisting of $ 13,850,168

of unrestricted cash and $ 11,526,789 of segregated client funds, of which $ 12,658,241 held

at liquidity providers, and a working capital surplus of $ 991,609 .

Net income attributable to FDCTech’s shareholders for the year ended December 31, 2024 (as restated) was $ 247,544 .

MANAGEMENT’S PLANS (continued)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned

entity of Mr.

The consideration was $ 2,000,000 cash.

AIL was immediately earnings-accretive and contributed net income

of approximately $ 6,276,000 attributable to the Company’s shareholders for the period from the Acquisition Date through December

The AIL acquisition expands the Company’s global regulatory footprint and significantly enhances its capacity to serve

offshore brokerages, high-frequency traders, and institutional clients.

October 29, 2025, the Company completed the acquisition of 99.9 %

of the issued and outstanding shares of Alchemy International Ltd.

(“AIL”), a securities dealer licensed by the Financial

Services Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned entity of Mr.

The consideration

was $ 2,000,000

AIL was immediately earnings-accretive and contributed

net income of approximately $ 6,276,000

attributable to the Company’s shareholders for the period

from the Acquisition Date through December 31, 2025.

The AIL acquisition expands the Company’s global regulatory footprint and

significantly enhances its capacity to serve offshore brokerages, high-frequency traders, and institutional clients.

response to the conditions described above and to support the Company’s continued growth, Management has implemented and continues

1 unchanged sentence

and Sustained Profitability.

The Company returned to profitability in fiscal year 2025, generating Net income (loss)

attributable to FDCTech’s shareholders of $ 5,783,223

for the year ended December 31, 2025, compared to a loss of $ 18,781

for the year ended December 31, 2024 (as restated).

The Company also eliminated its accumulated deficit entirely, reporting an

accumulated surplus of $ 3,120,795

as of December 31, 2025.

Management’s focus on operating leverage, disciplined cost management, and integration of acquired

entities has produced measurable results.

Management intends to sustain and grow profitability through the continued execution of

its diversified financial services platform.

The Company returned to profitability in fiscal year 2025, generating Net income (loss) attributable

to FDCTech’s shareholders of $ 5,828,978 for

the year ended December 31, 2025, compared to a net income of $236,586 for the year ended December 31, 2024 (as restated).

The Company also eliminated its accumulated deficit entirely, reporting an accumulated

surplus of $ 3,401,487 as of December

Management’s focus on operating leverage, disciplined cost management, and integration of acquired entities has produced

measurable results.

Management intends to sustain and grow profitability through the continued execution of its diversified financial

services platform.

Diversification and Segment Growth.

1 unchanged sentence

and Technology and Software Development.

Total revenues for the year ended December 31, 2025, were $ 34,959,399 , an increase of approximately

29.8 % from $ 26,943,718 in the prior year (as restated).

Technology and software revenues grew to $ 5,099,187 , an increase of 210.5 % from

Total revenues for the year ended December 31, 2025, were $ 34,959,399 ,

an increase of approximately 29.8 %

from $ 26,943,718

in the prior year (as restated).

Technology and software revenues

grew to $ 5,099,187 ,

an increase of 210.5 %

from $ 1,642,130

in the prior year.

Management expects continued growth in the Technology segment, driven by expanded licensing of the proprietary

Condor Trading Platform and the commercialization of the Condor Investing and Trading App.

Management expects continued growth in the

Technology segment, driven by expanded licensing of the proprietary Condor Trading Platform and the commercialization of the Condor Investing

and Trading App.

Acquisitions and Global Expansion.

18 unchanged sentences

and the uplisting process.

Shareholders have approved an increase in authorized common stock from 500 million to 750 million shares and

authorized the Board of Directors to implement a reverse stock split within a ratio of not less than 1-for-10 and not more than 1-for-100

at any time prior to June 30, 2026, providing flexibility to meet exchange listing standards.

Management believes uplisting will enhance

liquidity, expand the Company’s institutional investor base, and provide greater access to capital markets.

In September 2025, the Company engaged ThinkEquity LLC (“ThinkEquity”) to act as the sole book-runner

for the firm commitment underwriting of the proposed registered public offering (the “Offering”) of common stock (the “Common

Stock”) by FDCTech, Inc.

Shareholders have approved an increase in authorized common stock from 500

million to 750

million shares and authorized the Board of Directors to implement

a reverse stock split within a ratio of not less than 1-for-10

and not more than 1-for-100

at any time prior to June 30, 2026, providing flexibility to

meet exchange listing standards.

Management believes uplisting will enhance liquidity, expand the Company’s institutional investor

base, and provide greater access to capital markets.

In September 2025, the Company engaged ThinkEquity LLC (“ThinkEquity”)

to act as the sole book-runner for the firm commitment underwriting of the proposed registered public offering (the “Offering”)

of common stock (the “Common Stock”) by FDCTech, Inc.

(collectively, with its subsidiaries and affiliates, the “Company”).

The Offering will consist

of the sale of approximately $ 20 million worth of Common Stock of the Company (the shares of Common Stock to be sold in the Offering are

hereinafter referred to collectively as the “Shares”).

The Offering will consist of the sale of approximately $ 20

million worth of Common Stock of the Company (the shares of

Common Stock to be sold in the Offering are hereinafter referred to collectively as the “Shares”).

Markets and Balance Sheet Strength.

As of December 31, 2025, the Company maintained cash of $ 17,669,749 ,

out of which $ 15,258,896 held at various liquidity providers, and a working capital surplus of $ 14,883,171 , and total

stockholders’ equity of $ 22,377,274 ,

At December 31, 2025, the Company had total cash and cash equivalents of $ 17,669,749 ,

consisting of $ 11,855,861 of unrestricted cash held at financial institutions and $ 5,813,888

of segregated client funds, and a working capital surplus of $ 17,831,410 and total stockholders’ equity of $ 22,657,965 attributable to FDCTech, Inc.

stockholders (plus $ 33,323 noncontrolling interest),

providing adequate liquidity to fund operations, service obligations, and pursue continued growth initiatives.

The Company’s

capital structure reflects the Series A and Series B preferred convertible stock issued in connection with prior financing and

acquisition transactions, both classified as equity.

Management does not anticipate a need for emergency financing to sustain

operations in the near term.

The Company’s capital

structure reflects the Series A and Series B preferred convertible stock issued in connection with prior financing and acquisition transactions,

both classified as equity.

Management does not anticipate a need for emergency financing to sustain operations in the near term.

Registration Statement.

13 unchanged sentences

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Background for fiscal year ending December

The Company originally filed its Annual Report

on Form 10-K for the year ended December 31, 2025, on April 17, 2026 (the “Original Filing”).

On April 22, 2026, the Company

filed Amendment No.

1 on Form 10-K/A (the “Amendment No.

Amendment No.

1 had no impact on the Consolidated Balance Sheet, the previously reported net income (loss), total

assets, total liabilities, or stockholders’ equity (deficit).

Subsequent to the filing of Amendment No.

1, in response to comments received from the Staff of the Securities and

Exchange Commission, the Company is filing Amendment No.

2 on Form 10-K/A (the “Restatement”) to (i) disaggregate the previously

reported ‘Cash’ line item on the Consolidated Balance Sheet into two separately captioned line items, ‘Cash and cash equivalents’ and

‘Restricted cash — client funds (segregated),’ with a corresponding ‘Client funds payable’ liability presented separately on the

face of the Consolidated Balance Sheet;

(ii) reflect cash, cash equivalents, and restricted cash on a combined basis on the Consolidated

Statements of Cash Flows in accordance with ASC 230-10-50-8, with the reconciliation between the consolidated balance sheets and the consolidated

statements of cash flows set forth in Note 11;

and (iii) add Note 11 Client Funds.

Restricted cash — client funds (segregated) represent

amounts held on behalf of customers of the Company’s regulated brokerage subsidiaries, with an offsetting client funds payable liability.

In addition to those presentation and disclosure reclassifications — which by themselves do not change

any previously reported total — the Restatement records corrections principally relating to the recalculation of the parent company

operating lease under ASC 842, a related reclassification within other income (expense), and the foreign currency translation and noncontrolling

interest allocations.

For the fiscal year ended December 31, 2025, these corrections increase total assets by $ 280,690 to $ 64,051,886 ,

increase consolidated net income by $ 14,366 to $ 5,828,978 (net income attributable to FDCTech, Inc.’s shareholders of $ 5,797,589 ,

compared to $ 5,783,223 as previously reported), and increase the accumulated surplus by $ 280,692 to $ 3,401,487 ;

for the comparative fiscal

year ended December 31, 2024, they conform the comparative amounts to the restated figures described under “Background for fiscal

year ending December 31, 2024” below.

Previously reported total revenue, total cost of sales, gross profit, and basic and diluted

earnings per share are unchanged, and no subtotal of the Consolidated Statements of Cash Flows is changed by the presentation reclassifications.

The following tables present the effects of the

Adjustment (Amendment No.

1) and the Restatement (Amendment No.

2) on the affected line items of the Consolidated Balance Sheet and Consolidated

Statement of Cash Flows.

The Consolidated Statement of Operations is presented to show the effect of the Restatement on total operating

expenses, other income (expense), and net income (loss);

see Note 14, Comprehensive Income, for the comprehensive income presentation

added in Amendment No.

1 and further corrected in the Restatement.

CONSOLIDATED BALANCE SHEET

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

As Originally

and cash equivalents

( 5,813,888 )

cash — client funds (segregated)

of use asset (ROU)

lease liability, current

lease liability, non-current

liabilities and stockholders’ equity (deficit)

As Originally Reported

Amendment No.

Cash and cash

( 11,526,789 )

Restricted cash — client

funds (segregated)

Right of use asset (ROU)

Operating lease liability,

Total liabilities

and stockholders’ equity

The label “Customer

funds” was renamed to “Client funds payable” in Amendment No.

no dollar change.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

CONSOLIDATED STATEMENT OF OPERATIONS

The Adjustment (Amendment No.

change any previously reported amount in the Consolidated Statement of Operations through net income (loss) attributable to FDCTech,

Inc.’s shareholders, or basic and diluted earnings per share.

The Restatement (Amendment No.

2) corrects the calculation of

the parent company operating lease under ASC 842, reducing rental expense within general and administrative expense by $ 14,365 ,

and reclassifies amounts between other interest income (expense) ($( 122,246 ))

and other income (expense) ($ 122,247 ) , increasing net income (loss) by $ 14,366 with no change to basic and diluted earnings per

share of $ 0.01 .

Ended December 31, 2025

Originally Reported

operating expenses

interest income (expense)

income (expense)

income (loss)

income (loss) per common share

Ended December 31, 2024

Originally Reported

operating expenses

other income (expense)

income (loss)

income (loss) per common share

Refer to Note 14.

Comprehensive Income for the comprehensive income

(loss) presentation was added in Amendment No.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Ended December 31, 2025

As Originally Reported

Amendment No.

income (loss)

in foreign currency translation

comprehensive income (loss)

Comprehensive

income (loss) attributable to NCI

Comprehensive

income (loss) attributable to FDCTech stockholders

Year Ended December 31, 2024

As Originally Reported

Amendment No.

income (loss)

in foreign currency translation

comprehensive income (loss)

Comprehensive

income (loss) attributable to NCI

Comprehensive

income (loss) attributable to FDCTech stockholders

Only line items affected by the Adjustment (Amendment No.

1) or otherwise relevant for traceability are shown.

The Restatement (Amendment

2) does not change any subtotal or line item of the Consolidated Statements of Cash Flows;

rather, it (i) relabels ‘Cash at beginning/end

of the period’ to ‘Cash, cash equivalents, and restricted cash at beginning/end of the period’ to reflect the inclusion of client funds

— segregated as restricted cash under ASC 230-10-50-8, and (ii) adds the corresponding reconciliation between the Consolidated

Balance Sheets and the Consolidated Statements of Cash Flows in Note 11(d).

CONSOLIDATED STATEMENT OF CASH FLOWS

Amendment No.

1 added the presentation of comprehensive

income (loss) below net income (loss) on the Consolidated Statements of Operations — a presentation change only.

Amounts shown

reflect the comprehensive income (loss) disclosure as added;

refer to Note 14.

Comprehensive Income.

Ended December 31, 2025

As Originally Reported

Amendment No.

income (loss)

stock issued for services

B Convertible Preferred stock for services

of use of assets

cash provided by (used in) operating activities

( 40,999,098 )

( 40,984,998 )

( 40,918,408 )

in paid-in capital, common control

cash used in investing activities

B Convertible Preferred stock for services

stock issued at a discount

( 9,969,735 )

stock issued for cash

cash provided by financing activities

( 10,036,853 )

Year Ended December 31, 2024

As Originally Reported

Amendment No.

Restatement Adjustment

income (loss)

Net income (loss) attributable to noncontrolling interest

cash provided by (used in) operating activities

( 13,621,417 )

( 13,632,376 )

STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE — CONFIRMATION

The Adjustment (Amendment No.

1) did not change total stockholders’ equity (deficit) or the components

of stockholders’ equity.

The Restatement (Amendment No.

2) increased the accumulated surplus by $ 280,692 to $ 3,401,487 and total

FDCTech, Inc.

stockholders’ equity to $ 22,657,965 ($ 22,691,288 including noncontrolling interest), with no change to basic and diluted

earnings per share.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

for fiscal year ending December 31, 2024

April 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co.

11 unchanged sentences

December 31, 2024, as originally filed.

of Restatement Adjustments

A — Correction of General and Administrative Expense ($ 44,058 )

reaudit identified $ 44,058 of general and administrative expenses that had been omitted from the previously reported consolidated statement

of operations for the year ended December 31, 2024.

The corresponding entry reduces cash by $ 44,058 .

This correction increases general

and administrative expense by $ 44,058 , reduces net income by $ 44,058 , increases the accumulated deficit by $ 44,058 , and reduces Net income (loss) attributable to the Company shareholders from $ 80,027 to a loss of $18,781 .

Working capital is reduced by $ 44,058 attributable to this adjustment.

B — Reclassification of Client Funds of Alchemy Prime Limited, APL, from Alchemy Markets Ltd., AML Cash ($ 3,500,000 )

funds aggregating $ 3,500,000 belonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd.

(designated as the liquidity provider account) were identified as having been recorded within AML’s general cash balance rather

than as a separately designated client funds account.

Client monies held on behalf of third parties are required to be presented as restricted

or segregated funds, with corresponding client funds payable recognized, consistent with applicable regulatory requirements and with

ASC 942-305, Financial Services – Depository and Lending.

This reclassification transfers the balance from AML’s unrestricted

cash to a client funds account, reflecting the substance of the arrangement whereby AML holds these funds as custodian on behalf of APL’s

The adjustment has no effect on consolidated net income or total stockholders’ equity;

however, it reduces unrestricted

cash and correspondingly increases the client funds asset balance within the consolidated balance sheet.

C — Reclassification of External Third-Party Assets from Alchemy Markets Ltd.

Cash on Hand ($ 3,574,201 )

totaling $ 3,574,201

(EUR 3,453,334 ) held by AML on behalf of an external third-party counterparty were identified as having been included within

AML’s cash on hand balance (Account 1028).

These assets represent funds belonging to an external party and do not constitute

assets of the Company.

Such amounts are required to be reclassified from cash on hand to a client funds or third-party custodial

asset account, with a corresponding liability recognized, to properly reflect the Company’s role as custodian of those funds.

This adjustment removes third-party assets from the Company’s cash balance and presents them within a client funds, with a corresponding recognition of amounts due to the external party.

The reclassification has no

effect on consolidated net income, net revenue, or total stockholders’ equity.

Adjustment D — Reclassification of cash

credit at various Related Parties from Cash on hand to Related party advances, APL ($ 7,713,827 )

We have corrected the classification of certain

cash credits, net of $ 7,713,827 , for various related parties to related party advances.

As a result, the Cash on hand increased by $ 7,713,827

for the fiscal year ended December 31, 2024.

E — Reclassification of Subscription Receivable from Current Asset to Contra-Equity ($ 8,200,000 )

previously filed December 31, 2024, balance sheet included a subscription receivable of $ 8,200,000 classified as a current asset, representing

amounts due from shareholders for equity instruments previously issued but not yet paid.

Under ASC 505-10-45-2, receivables arising from

the issuance of equity instruments shall be presented as a contra-equity item rather than as an asset.

Accordingly, $ 8,000,000 has been

reclassified from current assets to a contra-equity offset within stockholders’ equity, and $ 200,000 , representing proceeds from

the January 2024 cancellation of 2,000,000 shares of Series A Preferred Stock that had been credited to additional paid-in capital without

a corresponding cash receipt, has been reversed from additional paid-in capital.

This reclassification has no effect on the consolidated

statements of operations, comprehensive income, or cash flows.

F — Elimination of Intercompany Receivable Against Intercompany Payable for Alchemy Markets Limited, AML ($ 732,375 )

intercompany receivable of $ 732,375 recorded within the consolidated balance sheet as Amount Due from AML had not been properly eliminated

against the corresponding intercompany payable balance of Amount Due to AML in the consolidation process.

Under ASC 810, Consolidation,

all intercompany balances and transactions must be eliminated upon consolidation.

This adjustment eliminates the gross presentation of

an intercompany receivable and payable, both of which arose from transactions between consolidated entities.

The net effect on total

consolidated assets and total consolidated liabilities is a reduction of $ 732,375 each, with no impact on stockholders’ equity

or net income.

Adjustment G — Corrects the issuance

of 500,000 shares issued for services in October 2021($ 54,750 )

We have corrected the under issuance of 500,000

shares that should have been issued in October 2021 at $ 0.1095 per share.

The entry records the omitted share consideration at the original

transaction price.

The stock-based compensation expense is increased by $ 54,750 , with an increase in common stock and paid-in-capital

of $ 50 and $ 54,700 , respectively.

As a result, the shares issued and outstanding have increased from 390,584,729 to 391,084,729 .

H — Correction of Foreign Currency Translation Adjustment for Fiscal Year 2024 ($ 225,228 )

to the initial filing of this Annual Report on Form 10-K, and in connection with the reissuance of the Report of Independent Registered

Public Accounting Firm by LAO Professionals described in the Explanatory Note to this Amendment, the Company has further corrected the

foreign currency translation adjustment reported in the consolidated statement of comprehensive income for the fiscal year ended December

31, 2024 by $ 225,228 , from $( 72,781 ), as previously presented on a restated basis following the initial Olayinka-to-LAO reaudit reclassification

described in footnote * above, to $( 298,009 ).

Because foreign currency translation adjustments are recognized in other comprehensive

income with a corresponding offset in accumulated other comprehensive income within stockholders’ equity under ASC 830, Foreign

Currency Matters, this correction has no effect on consolidated net income, total current assets, total current liabilities, working

capital, or cash flows for the fiscal year ended December 31, 2024.

The adjustment reduces total comprehensive income for the fiscal

year ended December 31, 2024 from $ 43,042 to $ ( 316,790 ), and reduces comprehensive income attributable to FDCTech stockholders for the

same period to $ ( 339,240 ).

Adjustment H is reflected in the “Adjustment Amount” column of the “Effect of Restatement

on Consolidated Statements of Operations and Comprehensive Income” table below on a combined basis with the initial OCI reclassification

identified by the * footnote;

the resulting $ ( 244,739 ) aggregate adjustment to the OCI — foreign currency translation line and

the $( 439,129 ) aggregate adjustment to the Total comprehensive income line reflect the combined effect of both the initial OCI reclassification

and this subsequent correction.

Translation ($(19,511)

connection with the reaudit, LAO Professionals re-performed the translation of the Company’s foreign subsidiary financial statements

from functional currency to U.S.

dollar reporting currency in accordance with ASC 830, Foreign Currency Matters.

The re-translation produced

an accumulated other comprehensive loss of $ ( 72,781 ) at December 31, 2024, as compared to the $ ( 53,270 ) balance previously reported by

Olayinka Oyebola & Co.

in the Company’s originally filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The $ ( 19,511 ) difference represents the mechanical effect of the re-translation and does not reflect a separate adjusting entry.

difference is identified in the restatement tables below by the footnote indicator (*) on the Accumulated other comprehensive income

(loss) line of the consolidated balance sheet restatement and on the OCI — foreign currency translation line of the consolidated

statement of operations and comprehensive income restatement.

The effect is further re-corrected by Adjustment H described above.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Balance Sheet

following table presents the effect of the restatement adjustments on the consolidated balance sheet as of December 31, 2024:

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Previously Reported

The Company has restated its previously issued consolidated financial

statements for the year ended December 31, 2024 to correct certain errors.

The effects of the restatement on the Consolidated Balance

Sheet, Consolidated Statement of Operations, and Consolidated Statement of Cash Flows are presented below.

Consolidated Balance Sheet — As of December 31, 2024

As Originally Reported

Current assets:

Cash and cash equivalents

$ ( 10,931,221 )

Restricted cash — client funds (segregated)

Accounts receivable, net

Prepaid expenses — current

Subscription receivable

$ ( 8,200,000 )

Prepaid – current

Related party receivable

Total current

$ ( 732,375 )

Total current assets

$ ( 8,336,807 )

Fixed assets, net

Capitalized software, net

3 unchanged sentences

Tax receivable

Fair value of trading positions,

Fair value of trading positions, profit

Right of use (lease)

Fixed assets, net

$ ( 8,070,481 )

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable

Line of credit

Accrued expenses, related party

Business acquisition loan

CARES Act – PPP advance

Related party advances

Customer funds

Total current

Client funds payable

$ ( 7,074,201 )

Operating lease liability, current

Other current liabilities

Total current liabilities

Deferred tax liabilities

SBA loan – non-current

Operating lease liability, non-current

Accrued interest – non-current

Total liabilities

Stockholders’

Series A Preferred stock

Stockholders’ Equity (Deficit):

Preferred stock

Series B Preferred stock

Preferred stock

Additional paid-in capital

$ ( 125,789 )

Subscription receivable (contra-equity)

1 unchanged sentence

$ ( 8,000,000 )

Accumulated other comprehensive

income (loss)

Additional paid-in capital, Series B Preferred

Accumulated other comprehensive income (loss)

Accumulated deficit

1 unchanged sentence

$ ( 2,396,102 )

Total FDCTech

stockholders’ equity

Total FDCTech stockholders’ equity

$ ( 7,977,732 )

Noncontrolling interest

Total liabilities

Total liabilities and stockholders’ equity

$ ( 8,070,481 )

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

of Restatement on Consolidated Statements of Operations and Comprehensive Income

following table presents the effect of the restatement adjustments on the consolidated statement of operations for the year ended December

Previously Reported

Total revenues

Consolidated Statement of Operations — Year Ended December

As Originally Reported

Technology & software

Wealth management

Total revenue

Cost of sales:

Technology & software

Wealth management

Total cost of sales

Operating expenses:

General and administrative

$ ( 167,516 )

Sales and marketing

Total operating expenses

$ ( 167,516 )

Operating income (loss)

Total other income (expense), net

Income before provision

for income taxes

Provision for income taxes

$ ( 802,955 )

$ ( 635,439 )

Other income (expense):

Other interest income (expense)

$ ( 638,483 )

Other income (expense)

Total other income (expense)

Income (loss) before income taxes

Provision (benefit) for income taxes

Net income (loss)

Net income (loss) attributable to NCI

Net income (loss) attributable

Net income per share — basic and diluted

Weighted average shares outstanding

OCI — foreign currency

comprehensive income

of Restatement on Stockholders’ Equity

following table summarizes the effect of the restatement on each component of stockholders’ equity as of December 31, 2024:

Previously Reported

Net income (loss) attributable to FDCTech shareholders

Consolidated Statement of Cash Flows — Year Ended December

As Originally Reported

Operating Activities:

Net income (loss)

Adjustments to reconcile net loss to net cash:

Common stock issued for services

Series B Preferred issued for services

Accounts receivable allowance

Fixed assets, net

$ ( 207,973 )

Acquired intangible assets

Changes in assets and liabilities:

Gross accounts receivable

Related party receivable

$ ( 2,414,825 )

$ ( 1,682,450 )

Accounts payable

Other current liabilities

Accrued interest

Client funds payable (Customer funds)

$ ( 11,619,280 )

$ ( 7,074,201 )

$ ( 18,693,481 )

Fair value of trading position, net

Operating lease

Deferred taxes

$ ( 513,163 )

Related party guarantee

Tax receivable by subsidiaries

Accrued income

$ ( 1,037,574 )

Right of use of assets (lease)

$ ( 672,245 )

$ ( 938,571 )

Accrued expenses, related party

Net cash provided (used) in operating activities

$ ( 7,235,533 )

$ ( 6,396,843

$ ( 13,632,376 )

Investing Activities:

Capitalized software

Effect of exchange rates

$ ( 278,498 )

Changes in paid-in capital, common control

Net cash provided (used) by investing activities

Financing Activities:

Borrowing from (payments to) line of credit

Net proceeds from PPP (repayment)

Net proceeds from SBA loan (repayment)

Related party advances

Series A Preferred cancellation

Common stock issued for cash

Changes in paid-in capital, shares issued at discount

Changes in NCI

Noncontrolling interest income

Net cash provided (used) by financing activities

Effect of exchange rates

Net increase (decrease) in cash

$ ( 6,535,072 )

$ ( 5,939,504 )

Cash, cash equivalents, and restricted cash at beginning of the period

Cash, cash equivalents, and restricted cash at end of the period

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

Effect of Each Restatement Adjustment

APL client funds

Third-party assets

RP advances reclass

Subscription receivable

Intercompany elimination

500K shares 2021

OCI re-translation*

Balance Sheet

Cash and cash equivalents

$ ( 3,500,000 )

$ ( 3,574,201 )

$ ( 10,931,221 )

Restricted cash — client funds (segregated)

Related party receivable

$ ( 732,375 )

Subscription receivable (asset)

$ ( 8,200,000 )

Related party advances (liability)

$ ( 732,375 )

Customer funds (Client funds payable)

$ ( 3,500,000 )

$ ( 3,574,201 )

$ ( 7,074,201 )

Additional paid-in capital

$ ( 200,000 )

$ ( 125,789 )

Subscription receivable (contra-equity)

1 unchanged sentence

$ ( 8,000,000 )

Accumulated other comprehensive income (loss)

Accumulated deficit

Income Statement

General and administrative expense

Rental expenses adjustment per ASC 842

$ ( 266,325 )

Net income (loss) attributable to shareholders

Nature of Restatement Adjustments

Adjustment A — Correction of General and Administrative

Expense ($ 222,268 )

The reaudit identified $ 44,058

of G&A expenses omitted from the previously reported consolidated statement of operations for the year ended December 31, 2024.

corresponding entry reduces cash by $ 44,058 .

This correction increases G&A expense by $ 44,058 ,

reduces net income by $ 44,058 ,

and increases accumulated deficit by $ 44,058 .

Adjustment in rental expenses per lease accounting under US GAAP (ASC 842)

with a reduction in lease expenses of $ 266,325 from January 1, 2024, to December 31, 2024, increases net income by $ 266,325 .

Net income attributable to the Company’s shareholders increased from

$ 80,027 to a net income of $ 247,544 .

Adjustment B — Reclassification of Client Funds

of Alchemy Prime Limited (APL) from Alchemy Markets Ltd.

(AML) Cash ($ 3,500,000 )

Client funds aggregating $ 3,500,000 belonging to APL and

held within AML’s cash account (designated as the liquidity provider account) were recorded within AML’s general cash balance rather than

as a separately designated client funds account.

ASC 940, “Financial Services–Brokers and Dealers,” the Company presents client funds as a separately

captioned asset on the consolidated balance sheet.

This reclassification transfers the balance from AML’s unrestricted cash

to a client funds account.

No effect on consolidated net income or total stockholders’ equity;

reduces unrestricted cash and correspondingly

reduces the Client funds liability.

Adjustment C — Reclassification of External Third-Party

Assets from AML Cash on Hand ($ 3,574,201 / EUR 3,453,334 )

Assets totaling $ 3,574,201 (EUR 3,453,334 ) held by AML on

behalf of an external third-party counterparty were included within AML’s cash on hand balance (Account 1028).

These assets belong to

an external party and do not constitute Company assets.

The reclassification removes third-party assets from cash and presents them within

client funds, with corresponding recognition of amounts due to the external party.

No effect on consolidated net income, net revenue,

or total stockholders’ equity.

Adjustment D — Reclassification of Cash Credit

at Various Related Parties from Cash on Hand to Related Party Advances ($ 7,713,827 )

The classification of certain cash credits, net of $ 7,713,827 ,

for various related parties was corrected to related party advances.

As a result, cash on hand increased by $ 7,713,827 for the fiscal

year ended December 31, 2024, with an offsetting increase to the related party advances liability.

Adjustment E — Reclassification of Subscription

Receivable from Current Asset to Contra-Equity ($ 8,200,000 )

The previously filed December 31, 2024, balance sheet included

a subscription receivable of $ 8,200,000 classified as a current asset, representing amounts due from shareholders for equity instruments

previously issued but not yet paid.

Under ASC 505-10-45-2, receivables arising from the issuance of equity instruments shall be presented

as a contra-equity item rather than as an asset.

Accordingly, $ 8,000,000 has been reclassified from current assets to a contra-equity

offset within stockholders’ equity, and $ 200,000 , representing proceeds from the September 2021 cancellation of 2,000,000 shares

of subscription receivable that had been credited to additional paid-in capital without a corresponding cash receipt, has been reversed

from additional paid-in capital.

This reclassification has no effect on the consolidated statements of operations, comprehensive income,

or cash flows.

Adjustment F — Elimination of Intercompany Receivable

Against Intercompany Payable for AML ($ 732,375 )

An intercompany receivable of $ 732,375 recorded as “Amount

Due from AML” had not been eliminated against the corresponding “Amount Due to AML” intercompany payable in consolidation.

Per ASC 810, all intercompany balances and transactions must be eliminated upon consolidation.

This adjustment eliminates the gross presentation

of the intercompany receivable and payable.

reduces total consolidated assets and total consolidated liabilities by $ 732,375

No impact on stockholders’ equity or net income.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

Adjustment G — Correction of 500,000 Shares Issued

for Services in October 2021 ($ 54,750 )

Corrects the under-issuance of 500,000 shares that should

have been issued in October 2021 at $ 0.1095 per share.

The entry records the omitted share consideration at the original transaction price.

Stock-based compensation expense increases by $ 54,750 , with an increase in common stock and APIC of $ 50 and $ 54,700 , respectively.

a result, shares issued and outstanding increased from 390,584,729 to 391,084,729 .

Adjustment H — Correction of Foreign Currency Translation

Adjustment for Fiscal Year 2024 ($ 225,228 )

In connection with LAO Professionals’ reissuance of the

Report of Independent Registered Public Accounting Firm, the Company further corrected the foreign currency translation adjustment by

$ 225,228 , from $( 72,781 ) (as presented on the initial restated basis following the Olayinka-to-LAO reaudit reclassification) to $( 298,009 ).

Per ASC 830, foreign currency translation adjustments are recognized in OCI with an offset in AOCI within stockholders’ equity.

on net income, total current assets, total current liabilities, working capital, or cash flows for fiscal 2024.

The adjustment reduces

total comprehensive income for fiscal 2024 from $ 43,042 to $ ( 316,790 ) , and reduces comprehensive income attributable to FDCTech stockholders

to $ ( 61,466 ) .

OCI Translation — $(19,511) mechanical re-translation

LAO Professionals re-performed the translation of the Company’s

foreign subsidiary financial statements from functional currency to U.S.

dollar reporting currency per ASC 830.

The re-translation produced

an AOCI loss of $ ( 72,781 ) at December 31, 2024, compared to the $ ( 53,270 ) balance previously reported by Olayinka Oyebola & Co.

$ ( 19,511 ) difference represents the mechanical effect of the re-translation and does not reflect a separate adjusting entry.

is further re-corrected by Adjustment H above.

Consolidated Statement of Comprehensive Income —

Year Ended December 31, 2024

SCHEDULE OF STATEMENT OF COMPREHENSIVE INCOME

As Originally Reported

Net income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment *

$ ( 351,279 )

FDCTech stockholders’ equity

$ ( 298,009 )

on Cash Flows and Working Capital

A, B, and C reduce the opening cash balance at December 31, 2024, by $ 7,118,259 , and adjustment D increases the cash balance by $ 7,713,827 ,

from $ 24,781,389

to $ 25,376,957 , as restated in the Statement of Cash Flows for the fiscal year 2024.

Adjustments E, F, and G have no effect on the statement of cash flows.

Total working capital at

December 31, 2024, decreased from $ 9,097,591

as previously reported to $ 853,533

as restated, a reduction of $ 8,244,058 ,

attributable to the $ 8,200,000

removal of the subscription receivable from current assets (Adjustment A) and the $ 44,058

cash reduction (Adjustment B).

Total current liabilities are unchanged at $ 26,387,209 .

Total comprehensive income (loss)

$ ( 183,762 )

Comp income (loss) attributable to NCI

Comprehensive income (loss) attributable to FDCTech shareholders

$ ( 226,983 )

$( 351,279 ) aggregate adjustment to the OCI — foreign currency translation line and

the $( 183,762 ) aggregate adjustment to the Total comprehensive income line reflect the combined

effect of corrections made by LAO Professionals to the foreign currency translation of the

Company’s foreign subsidiaries.

Adjustment H has no effect on consolidated net income,

total current assets, total current liabilities, working capital, or cash flows for fiscal

CAPITALIZED SOFTWARE COSTS

the fiscal years ended December 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized

software was three ( 3 ) years.

software was three ( 3 )

The Company recognizes amortization expenses for capitalized software on a straight-line basis.

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

$ 1,480,246 and $ 1,163,309 , respectively.

$ 1,480,246 and

$ 1,163,309 ,

respectively.

Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the net unamortized balance of

$ 1,480,246 as of December 31, 2025, and an estimated software asset lifespan of three (3) years:

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE

$ 1,480,246 as

of December 31, 2025, and an estimated software asset lifespan of three (3) years:

OF ESTIMATED AGGREGATE AMORTIZATION EXPENSE

Amortization ($)

2029 and thereafter

OTHER TRADE AND TAX RECEIVABLES

TAX RECEIVABLES

trade and tax receivables consist of rebates receivable from liquidity providers, amounts due through payment gateway arrangements, and

2 unchanged sentences

OF OTHER TRADE AND TAX RECEIVABLES

December 31, 2025

December 31, 2024

Rebates receivable – liquidity providers (Alchemy International Ltd.)

Payment gateway receivables

Tax receivable (Alchemy Markets Ltd.)

Total other trade and tax receivables

Receivable – Liquidity Providers

International Ltd.

(AIL) earns volume-based rebates from liquidity providers in the ordinary course of its margin brokerage operations.

These rebates arise from trading activity executed through the liquidity provider arrangements and are recognized as receivable when

the right to receive payment has been established.

As of December 31, 2025, rebates receivable from liquidity providers totaled $ 2,014,809 ,

all of which are expected to be collected within twelve months of the balance sheet date.

Gateway Receivables

gateway receivables represent amounts in transit from third-party payment processors in respect of client deposits and other receipts

that have been processed but not yet settled to the Company’s bank accounts.

As of December 31, 2025, payment gateway receivables

totaled $ 597,885 .

These amounts are typically settled within a short period following the balance sheet date and are considered fully

tax receivable of $ 190,346 represents value-added tax (VAT) recoverable by Alchemy Markets Ltd.

(AML) from the relevant tax authority

AML is registered for VAT in Malta and periodically files returns, giving rise to refundable VAT positions.

Management considers

the full balance to be recoverable and expects collection within twelve months of the balance sheet date.

tax receivable of $ 190,346 represents

value-added tax (VAT) recoverable by Alchemy Markets Ltd.

(AML) from the relevant tax authority in Malta.

AML is registered for VAT in

Malta and periodically files returns, giving rise to refundable VAT positions.

Management considers the full balance to be recoverable

and expects collection within twelve months of the balance sheet date.

components of other trade and tax receivables are classified as current assets.

2 unchanged sentences

Group Convertible Notes (2016–2021)

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

22, 2016, and April 24, 2017 , the Company borrowed

from FRH Group, a founder and principal shareholder (“FRH

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

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

into Common Stock initially at $ 0.10

per share, but in no event less than $ 0.05

per share, and carried an interest rate of 6 %

per annum, due and payable at maturity.

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

The Company eliminated

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

of Common Stock of the Company to FRH.

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908

in return for issuing 12,569,080

unregistered shares of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

1 unchanged sentence

Group Convertible Notes (2016–2021)

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

February 22, 2016, and April 24, 2017, the Company borrowed $ 1,000,000

from FRH Group, a founder and principal shareholder (“FRH

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

The Notes were convertible

into Common Stock initially at $ 0.10 per share, but in no event less than $ 0.05 per share, and carried an interest rate of 6 % per annum,

due and payable at maturity.

into Common Stock initially at $ 0.10

per share, but in no event less than $ 0.05

per share, and carried an interest rate of 6 %

per annum, due and payable at maturity.

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

The Company eliminated

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

of Common Stock of the Company to FRH.

all four FRH Group convertible notes, including accrued interest, of $ 1,256,908

in return for issuing 12,569,080

unregistered shares of Common Stock of the Company to FRH.

Following the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr.

Issuances to Related Parties

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

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

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

shares to Susan Eaglstein and 400,000

shares to Brent Eaglstein at $ 0.05

per share, a cumulative cash amount of $ 70,000 .

Eaglstein and Mr.

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

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

Kundnani as a director of the Company.

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

at $ 60,000 .

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

September 2022, the Company issued 30,000,000

shares of Common Stock for $ 300,000

to Alchemy Prime Limited (APL) and appointed Gope S.

as a director of the Company.

As director’s compensation, the Company issued 5,000,000

shares of Common Stock, valued at $ 60,000 .

Kundnani is the director and owner of APL.

January 2023, the Company sold 115,000,000 shares of Common Stock to Kundnani, a director, for $ 550,000 .

In January 2023, Eaglstein and

Firoz transferred 1,100,000 and 400,000 shares, respectively, to Kundnani.

January 2023, the Company sold 115,000,000

shares of Common Stock to Kundnani, a director, for $ 550,000 .

In January 2023, Eaglstein and Firoz transferred 1,100,000

shares, respectively, to Kundnani.

A Preferred Stock Transactions

November 30, 2023, Kundnani purchased 2,500,000 Series A Preferred Stock of FDCTech for $ 2,500,000 , and 50,000,000 shares of Common Stock

of FDCTech for $ 5,500,000 .

As of September 30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein,

Kundnani, and Hong holding 1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

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

of Series A Preferred Stock issued to Mitchell M.

Eaglstein and (ii) 1,000,000 shares of Series A Preferred Stock issued to Felix R.

Following these cancellations, Eaglstein and Kundnani hold 4,000,000 and 500,000 shares, respectively, of Series A Preferred Stock,

representing 100 % of all issued and outstanding Series A Preferred Stock.

November 30, 2023, Kundnani purchased 2,500,000

Series A Preferred Stock of FDCTech for $ 2,500,000 ,

and 50,000,000

shares of Common Stock of FDCTech for $ 5,500,000 .

As of September 30, 2023, the Company had 4,000,000

preferred shares issued and outstanding, with Eaglstein, Kundnani,

and Hong holding 1,500,000 ,

and 1,000,000

shares, respectively.

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

shares of Series A Preferred Stock issued to Mitchell M.

and (ii) 1,000,000

shares of Series A Preferred Stock issued to Felix R.

Following these cancellations, Eaglstein and Kundnani hold 4,000,000

shares, respectively, of Series A Preferred Stock, representing

of all issued and outstanding Series A Preferred Stock.

of AML and APL (November 2023)

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

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

November 30, 2023, the Company purchased 499

shares of Alchemy Markets Holdings Ltd (Alchemy BVI) from APSI

Holdings Limited (“APSI”), previously known as Alchemy Prime Holdings Ltd (APHL), in exchange for 833,621

Series B Convertible Preferred Stock.

No cash was exchanged.

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

As a result, the Company owns 100.00 % of AML.

November 30, 2023, the Company purchased 100.00 % of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APSI

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

As a result, the Company owns 100.00 %

November 30, 2023, the Company purchased 100.00 %

of all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APSI in exchange for 966,379

Series B Convertible Preferred Stock.

No cash was exchanged.

Kundnani, a related party, is the sole shareholder

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

RELATED PARTY TRANSACTIONS (continued)

B Convertible Preferred Stock Issuances

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

working capital.

As part of the consideration, the Company issued Ms.

Eaglstein 10,000 Series B Convertible Preferred Shares in January

January 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $ 1.41 per share to the following related

December 2023, Susan Eaglstein, mother of Mitchell Eaglstein, the Company’s CEO, provided $ 20,000

as a related party advance for working capital.

the consideration, the Company issued Ms.

Eaglstein 10,000

Series B Convertible Preferred Shares in January 2024.

January 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $ 1.41

per share to the following related parties:

shares to Imran Firoz, CFO and Director;

6 unchanged sentences

Barnett, Esq.;

and 10,000 shares to Susan E.

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

Kundnani for services valued at $ 1.41 per

shares to Susan E.

February 7, 2025, the Company issued 10,000

Series B Convertible Preferred Stock to Nicky G.

services valued at $ 1.41

of Alchemy International Ltd.

(October 2025)

October 29, 2025, the Company completed the acquisition of 99.9 % of the issued and outstanding shares of Alchemy International Ltd.

a securities dealer licensed by the Financial Services Authority of Seychelles (License SD136), from SYNC Capital Limited (“Seller”).

The consideration was $ 2,000,000 cash.

October 29, 2025, the Company completed the acquisition of 99.9 %

of the issued and outstanding shares of Alchemy International Ltd.

(“AIL”), a securities dealer licensed by the Financial

Services Authority of Seychelles (License SD136), from SYNC Capital Limited (“Seller”).

The consideration was $ 2,000,000

SYNC Capital Limited is wholly owned by Gope S.

Kundnani, who is also a controlling shareholder

of the Company.

Accordingly, this acquisition constitutes a transaction between entities under common control within the meaning of ASC

805-50, and has been accounted for at the historical carrying amounts of AIL’s assets and liabilities.

The difference between the

consideration paid and the net book value of AIL attributable to the Company ($ 8,933,118 ) has been credited to Additional Paid-In Capital

as a capital contribution from the controlling shareholder.

See Note 2 — Significant Acquisitions.

who is also a controlling shareholder of the Company.

Accordingly, this acquisition constitutes a transaction between entities under

common control within the meaning of ASC 805-50, and has been accounted for at the historical carrying amounts of AIL’s assets

and liabilities.

The difference between the consideration paid and the net book value of AIL attributable to the Company ($ 8,933,118 )

has been credited to Additional Paid-In Capital as a capital contribution from the controlling shareholder.

See Note 2 — Significant

Acquisitions.

transaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”)

7 unchanged sentences

These balances are described below.

of December 31, 2025, AIL carried a current account receivable of $ 40,883,329 due from Alchemy Capital Markets Ltd.

At December 31, 2025, AIL carried a current account receivable of $ 37,579,900

due from Alchemy Capital Markets Ltd.

and related affiliates,

2 unchanged sentences

arrangements conducted by AIL in the ordinary course of its operations as a securities dealer.

of December 31, 2025, AIL carried a current account payable of $ 25,512,642 due to Alchemy DMCC, a related-party affiliate, included within

At December 31, 2025, AIL carried a current account payable of $ 25,512,642

due to Alchemy DMCC, a related-party affiliate, included within

Related Party Advances on the consolidated balance sheet.

Additionally, FDCTech at the parent level carried a payable of $ 536,504 to

Alchemy DMCC.

The terms and repayment conditions of these balances are subject to ongoing intercompany arrangements and are eliminated

upon consolidation where applicable.

Additionally, FDCTech at the parent level carried a payable of $ 536,504

to Alchemy DMCC.

The terms and repayment conditions of these

balances are subject to ongoing intercompany arrangements and are eliminated upon consolidation where applicable.

Compensation — Executive Officers

of December 31, 2025, the Company had accrued but unpaid payroll obligations of $ 241,000 to Mitchell M.

Eaglstein, CEO and Director,

and $ 286,000 to Imran Firoz, CFO and Director (through Thinkatalyst Inc., a company controlled by Mr.

Firoz), included within Accrued

Expenses, Related Party on the consolidated balance sheet.

No related-party interest expense was incurred for the fiscal years ended

December 31, 2025, and 2024.

At December 31, 2025, the Company had accrued but unpaid payroll obligations of $ 241,000

to Mitchell M.

Eaglstein, CEO and Director, and $ 286,000

to Imran Firoz, CFO and Director (through Thinkatalyst LLC.,

a company controlled by Mr.

Firoz), included within Accrued Expenses, Related Party on the consolidated balance sheet.

No related-party

interest expense was incurred for the fiscal years ended December 31, 2025, and 2024.

Retirement of Series A Preferred Stock

connection with the Company’s planned uplisting to a senior national securities exchange, immediately prior to the closing of the

contemplated offering, all 4,500,000 shares of Series A Preferred Stock held by Eaglstein ( 4,000,000 shares) and Kundnani ( 500,000 shares)

will be retired and cancelled.

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

contemplated offering, all 4,500,000

shares of Series A Preferred Stock held by Eaglstein ( 4,000,000

shares) and Kundnani ( 500,000

shares) will be retired and cancelled.

Holders of Series A

Preferred Stock will not receive any cash consideration in connection with such retirement.

RELATED PARTY TRANSACTIONS (continued)

2 unchanged sentences

2024 (as restated):

SUMMARY OF RELATED PARTY BALANCES

31, 2024 (Restated)

Related party receivable (asset):

OF RELATED PARTY BALANCES

Related party receivable

intercompany receivable (post-acquisition)

FDC – loan receivables

FDC – Related party receivables

AML – due from related

21 unchanged sentences

LINE OF CREDIT

June 2016, the Company has maintained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various purchases

and travel expenses.

The line of credit has an average interest rate for purchases of 12 % and a cash advance rate of 25 %, as of December

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

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

The line of credit has an average interest rate for purchases of 12 %

and a cash advance rate of 25 %,

as of December 31, 2025.

October 2024, the Company has maintained an additional unsecured revolving line of credit with no preset spending limit, meaning the

1 unchanged sentence

The pay-over-time limit is $ 45,000 .

The credit line has an average purchase interest rate of 28 % as of December

of December 31, 2025, the Company complies with the terms and conditions of both credit lines.

The credit line has an average purchase interest rate of 28 %

as of December 31, 2025.

At December 31, 2025, the Company complies with the terms and conditions of both credit lines.

At December 31, 2025, and 2024, the aggregate

outstanding balance was $ 111,352 and $ 115,337 , respectively.

outstanding balance was $ 111,352 and

respectively.

NOTES PAYABLE – RELATED PARTY

Acquisition Loan — Seller’s Note

of December 31, 2024, the Company carried a business acquisition loan of $ 350,000

At December 31, 2024, the Company carried a business acquisition loan of $ 350,000

in connection with a prior acquisition.

During the fiscal year ended December 31, 2025, the Company recorded an additional $ 2,000,000

obligation in connection with the acquisition of Alchemy International Ltd.

(“AIL”), representing the cash consideration

paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025.

As of December 31, 2025, the total

outstanding balance of the business acquisition loan was $ 2,350,000 .

The maturity of $ 2,000,000 loan obligation was extended to June 30, 2026 .

interest on the business acquisition loan was $ 14,000 as of December 31, 2025, included within Accrued Interest — Non-Current on

the consolidated balance sheet.

See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions for further

details regarding the AIL acquisition.

May 22, 2020, the Company received $ 144,900 under the Small Business Administration (“SBA”) Economic Injury Disaster Loan

The loan bears interest at 3.75 % per annum and requires monthly installment payments of $ 707 , including principal and interest,

beginning twelve (12) months from the promissory note date.

The loan matures thirty (30) years from the promissory note date.

As of December

31, 2025, and 2024, the outstanding balance was $ 105,678 and $ 114,184 , respectively, classified as non-current on the consolidated balance

During the fiscal year

ended December 31, 2025, the Company recorded an additional $ 2,000,000

obligation in connection with the acquisition of Alchemy International

(“AIL”), representing the cash consideration paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated

October 29, 2025.

At December 31, 2025, the total outstanding balance of the business acquisition loan was $ 2,350,000 .

The maturity of $ 2,000,000

loan obligation was extended to June

interest on the business acquisition loan was $ 14,000

as of December 31, 2025, included within Accrued Interest —

Non-Current on the consolidated balance sheet.

See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions

for further details regarding the AIL acquisition.

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

under the Small Business Administration (“SBA”)

Economic Injury Disaster Loan program.

The loan bears interest at 3.75 %

per annum and requires monthly installment payments of $ 707 ,

including principal and interest, beginning twelve (12) months from the promissory note date.

The loan matures thirty (30) years from

the promissory note date.

At December 31, 2025, and 2024, the outstanding balance was $ 105,678

and $ 114,184 ,

respectively, classified as non-current on the consolidated balance sheet.

Act — Paycheck Protection Program (PPP Note)

May 1, 2020, the Company received proceeds of $ 50,632 under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief,

and Economic Security Act (the “CARES Act”).

The PPP Note carried a fixed interest rate of 1.00 % per annum.

During the fiscal

year ended December 31, 2025, the Company repaid the remaining outstanding balance in full.

As of December 31, 2025, the PPP Note outstanding

balance was $ 0 .

As of December 31, 2024, the outstanding balance was $ 5,661 .

May 1, 2020, the Company received proceeds of $ 50,632

under the Paycheck Protection Program pursuant to the Coronavirus

Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Note carried a fixed interest rate of 1.00 %

During the fiscal year ended December 31, 2025, the Company repaid the remaining outstanding balance in full.

At December 31, 2025, the PPP Note outstanding balance was $ 0 .

At December 31, 2024, the outstanding balance was $ 5,661 .

Capital Promissory Note (Fully Retired)

January 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $ 550,000 at a coupon of 10 %, maturing

July 27, 2022 .

January 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $ 550,000

at a coupon of 10 %,

maturing July

The note was fully repaid in February

On December 27, 2023, the Company redeemed the associated warrants issued

as part of the original agreement for cash payments of $ 100,000 (paid at execution) and $ 100,000 (paid on or before January 26, 2024),

together with the issuance of 5,000,000 restricted shares of Common Stock on January 2, 2024.

As of December 31, 2025, and 2024, there

was no outstanding balance under the AJB Capital arrangement.

On December 27, 2023, the Company redeemed the associated warrants issued as part of the original agreement for cash payments of

$ 100,000 (paid

at execution) and $ 100,000 (paid

on or before January 26, 2024), together with the issuance of 5,000,000

restricted shares of Common Stock on January 2, 2024.

At December 31, 2025, and 2024, there was no outstanding balance under the AJB Capital arrangement.

Injury Disaster Loan (EIDL) Grant

May 14, 2020, the Company received $ 4,000 as an Economic Injury Disaster Loan emergency grant under the CARES Act.

As this grant is forgivable

and requires no repayment, the Company recorded it as other income.

There was no outstanding repayment obligation as of December 31,

2025, or 2024.

May 14, 2020, the Company received $ 4,000

as an Economic Injury Disaster Loan emergency grant under the

As this grant is forgivable and requires no repayment, the Company recorded it as other income.

There was no outstanding repayment

obligation as of December 31, 2025, or 2024.

of Outstanding Loan Balances

following table summarizes outstanding loan and note balances as of December 31, 2025, and 2024:

SCHEDULE OF OUTSTANDING LOAN AND NOTE BALANCES

Outstanding loan and note payable balances:

OF OUTSTANDING LOAN AND NOTE BALANCES

Outstanding loan and note

payable balances:

Business acquisition

4 unchanged sentences

Facility and Other Operating Leases

of December 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions.

December 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions.

Leases that qualify under ASC 842

are recognized on the consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities.

December 31, 2025, the ROU asset was $ 530,348 , current operating lease liabilities were $ 501,236 , and non-current operating lease liabilities

were $ 29,112 .

The weighted-average remaining lease term for qualifying operating leases was approximately 1.1 years, and the weighted-average

discount rate was approximately 5.5 %.

Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are

expensed as incurred and included in General and Administrative expenses.

31, 2025, the ROU asset was $ 811,038 ,

current operating lease liabilities were $ 165,692 ,

and non-current operating lease liabilities were $ 364,655 .

The weighted-average remaining lease term for qualifying operating leases was approximately 1.1

years, and the weighted-average discount rate was approximately

Service contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are expensed as incurred and included in

General and Administrative expenses.

California, USA (Company Headquarters)

2 unchanged sentences

The monthly membership fee is $ 95 .

This agreement is classified as a service contract rather than a lease under ASC 842 and payments

are recognized as operating expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.

Australia (ADS Office)

1 unchanged sentence

The monthly membership fee is approximately $ 125 .

This agreement is classified as a service contract rather than a lease under

ASC 842 and payments are recognized as operating expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.

Cyprus (Company’s Executive Rental)

July 2023 to the present, the Company has leased office and residential space in the Limassol District, Cyprus, from an unrelated party,

at a monthly rent of approximately $ 3,500 , included in General and Administrative expenses.

This agreement is classified as a residential

rental contract rather than a commercial lease and does not create an ROU asset under ASC 842.

at a monthly rent of approximately $ 3,500 ,

included in General and Administrative expenses.

This agreement is classified as a residential rental contract rather than a commercial

lease and does not create an ROU asset under ASC 842.

Cyprus (ATECH Office)

4 unchanged sentences

acting as Guarantor.

term is twenty-four (24) months, commencing October 1, 2024, and expiring September 30, 2026 , with an option to extend for up to two

additional two-year terms at a 5% rent increase per renewal period .

Monthly rent is € 8,000 (approximately $ 8,600 ) plus VAT, for

a total lease commitment of € 192,000 .

This agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset

and corresponding lease liability on its consolidated balance sheet.

lease term is twenty-four (24) months, commencing October 1, 2024, and expiring September 30, 2026 ,

with an option

to extend for up to two additional two-year terms at a 5% rent increase per renewal period .

Monthly rent is € 8,000

(approximately $ 8,600 )

plus VAT, for a total lease commitment of € 192,000 .

This agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset and corresponding lease liability on its

consolidated balance sheet.

Julian, Malta (AML Office)

3 unchanged sentences

The monthly membership fee is € 1,659 .

This agreement is classified as a service contract rather than

a lease under ASC 842 and payments are recognized as operating expenses.

This agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.

COMMITMENTS AND CONTINGENCIES (continued)

3 unchanged sentences

Gan, Israel, on a monthly auto-renewing basis.

The monthly fee is $ 4,500 (including VAT), with a security deposit of $ 6,300 .

not have exclusive control over a specific unit.

This agreement does not create a lease under ASC 842 and is accounted for as a service

The monthly fee is $ 4,500

(including VAT), with a security deposit of $ 6,300 .

AML does not have exclusive control over a specific unit.

This agreement does not create a lease under ASC 842 and is accounted for as

a service contract.

United Kingdom (APL Office)

2 unchanged sentences

The lease has a fixed term of

five years , expiring in 2029, with an annual rent of £ 112,500 (approximately $ 12,000 per month), payable in quarterly installments.

The lease includes a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for

service charges, insurance rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and

the Company has recognized an ROU asset and corresponding lease liability on its consolidated balance sheet.

years , expiring in 2029, with an annual rent

(approximately $ 12,000

per month), payable in quarterly installments.

The lease includes

a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for service charges, insurance

rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and the Company has recognized

an ROU asset and corresponding lease liability on its consolidated balance sheet.

Cyprus (Ecastica)

October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of AlchemyTech

The monthly rent was approximately $ 1,000 and the down payment was approximately $ 6,300 , included in General and Administrative

The monthly rent was approximately $ 1,000

and the down payment was approximately $ 6,300 ,

included in General and Administrative expenses.

The lease was terminated in August 2024.

April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development and technical

The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April

This lease has been fully terminated.

April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500

per month for software development and technical support.

Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April 2023.

lease has been fully terminated.

expenses for all operating leases and service contracts are included in General and Administrative expenses.

2 unchanged sentences

time to the Company.

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

Each executive is paid at the beginning

of each month.

From September 2018 through September 30, 2020, the Company paid monthly compensation of $ 5,000 to its CEO and CFO, respectively.

Effective October 1, 2020, the Company increased the monthly compensation to $ 12,000 .

The Company has not formalized performance

bonuses or other incentive plans.

Each executive is paid at the beginning of each month.

From September 2018 through September 30, 2020,

the Company paid monthly compensation of $ 5,000

to its CEO and CFO, respectively.

Effective October 1, 2020,

the Company increased the monthly compensation to $ 12,000 .

Effective January 1, 2023, the Company pays $ 15,000

3 unchanged sentences

December 31, 2025, and December 31, 2024, the cumulative accrued interest on SBA and other loans, classified as non-current on the consolidated

balance sheet, was $ 42,396 and $ 70,493 , respectively.

balance sheet, was $ 42,396 and

respectively.

Company discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred.

18 unchanged sentences

findings, FDCTech withheld the final payment to the sellers.

claimants are seeking approximately $ 1.02 million they allege is owing under the Share Sale Agreement, which they seek to rectify to

make legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement is ineffective and unenforceable

and seeks repayment of $ 915,000 paid to the sellers.

On October 17, 2025, the Court granted the claimants permission to amend their claim

to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim through Counsel, served May 9, 2025.

and Case Management Conference took place on November 17, 2025, with directions given toward a trial scheduled during November 2026.

claimants are seeking approximately $ 1.02

million they allege is owing under the Share Sale Agreement,

which they seek to rectify to make legally enforceable.

The Company has counterclaimed for a declaration that the Share Sale Agreement

is ineffective and unenforceable and seeks repayment of $ 915,000

paid to the sellers.

On October 17, 2025, the Court granted

the claimants permission to amend their claim to include a third claimant.

The Company has prepared an Amended Defense and Counterclaim

through Counsel, served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025, with directions given toward

a trial scheduled during November 2026.

Intelligenceline.com, Fintelegram.com, et al.

11 unchanged sentences

On September 23, 2023, the Financial Intelligence Analysis

Unit (“FIAU”) imposed an administrative penalty of € 419,997 and a follow-up directive on Alchemy Markets Ltd.

Unit (“FIAU”) imposed an administrative penalty of € 419,997

and a follow-up directive on Alchemy Markets Ltd.

NSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019

35 unchanged sentences

Service regulations.

RESTRICTED CASH — CLIENT FUNDS (SEGREGATED)

Nature and Accounting Policy

of the Company’s regulated brokerage subsidiaries “hold” funds on behalf of clients in connection with foreign exchange

(“FX”), contracts for difference (“CFD”), and other financial trading activities.

Client funds represent trading

deposits and margin balances placed by clients with the applicable subsidiary and are required by regulation to be maintained in segregated

accounts separate from the Company’s own corporate funds.

of the Company’s regulated brokerage subsidiaries “hold” funds on behalf of clients in connection with foreign

exchange (“FX”), contracts for difference (“CFD”), and other financial trading activities.

Restricted cash

— client funds (segregated) or Client funds represent trading deposits and margin balances placed by clients with the

applicable subsidiary and are required by regulation to be maintained in segregated accounts separate from the Company’s own

corporate funds.

accordance with applicable regulatory requirements and consistent with the guidance under ASC 940, “Financial Services–Brokers

and Dealers,” and ASC 942-305, “Financial Services–Depository and Lending–Investments–Debt and Equity Securities,”

and Dealers,”

the Company presents client funds as a separately captioned asset on the consolidated balance sheet, with an equal and offsetting client

6 unchanged sentences

and cash equivalents.

Recognition and derecognition of client funds balances occur upon receipt or disbursement of funds to or from

the segregated client accounts.

Recognition and derecognition of client funds balances occur upon receipt or disbursement of funds to or from the

segregated client accounts.

Regulated Entities Holding Client Funds

of December 31, 2025, client funds are held by the following regulated subsidiaries of the Company:

At December 31, 2025, client funds are held by the following regulated subsidiaries of the Company:

Alchemy Markets Ltd.

(“AML”) – a company

incorporated in Malta and authorized and regulated by the Malta Financial Services Authority (“MFSA”) as an investment services

AML is required to maintain client money in segregated accounts pursuant to the MFSA Client Money Rules and the European Union’s

Markets in Financial Instruments Directive II (“MiFID II”).

Alchemy Prime Limited (“APL”) – a

company incorporated in the United Kingdom and authorized and regulated by the Financial Conduct Authority (“FCA”) as an

investment firm.

APL is subject to the FCA Client Assets Sourcebook (“CASS”) rules, which prescribe strict segregation, reconciliation,

and disclosure requirements for client money.

Alchemy International Limited (“AIL”) –

a company incorporated in the Republic of Seychelles and licensed by the Financial Services Authority of Seychelles (“FSA Seychelles”)

as a securities dealer.

AIL is required to maintain client deposits in accounts designated for client funds in accordance with FSA Seychelles

regulatory requirements.

AIL was acquired by the Company on October 29, 2025, and is consolidated from that date.

Client funds attributable

to AIL are included in the December 31, 2025, balances set forth below.

– a company incorporated in Malta and authorized and regulated by the Malta Financial Services Authority (“MFSA”)

as an investment services firm.

AML is required to maintain client money in segregated accounts pursuant to the MFSA Client Money Rules

and the European Union’s Markets in Financial Instruments Directive II (“MiFID II”).

Alchemy Prime Limited

(“APL”) – a company incorporated in the United Kingdom and authorized and regulated by the Financial Conduct

Authority (“FCA”) as an investment firm.

APL is subject to the FCA Client Assets Sourcebook (“CASS”) rules,

which prescribe strict segregation, reconciliation, and disclosure requirements for client money.

Alchemy International

Limited (“AIL”) – a company incorporated in the Republic of Seychelles and licensed by the Financial Services

Authority of Seychelles (“FSA Seychelles”) as a securities dealer.

AIL is required to maintain client deposits in accounts

designated for client funds in accordance with FSA Seychelles regulatory requirements.

AIL was acquired by the Company on October 29,

2025, and is consolidated from that date.

Client funds attributable to AIL are included in the December 31, 2025, balances set forth

funds held by each subsidiary are maintained in bank accounts designated exclusively for client money.

1 unchanged sentence

reconciliations to ensure that client money balances agree with the amounts standing to the credit of clients.

CLIENT FUNDS (continued)

RESTRICTED CASH — CLIENT FUNDS (SEGREGATED) (continued)

Classification of Client Funds

Company classifies client funds into two categories in accordance with applicable regulatory frameworks:

Retail Client Funds – funds held on behalf of

retail clients as defined under MiFID II and equivalent UK regulatory standards.

Retail client funds are subject to the highest level

of segregation and investor protection requirements.

Professional / Title Transfer Collateral Arrangement (“TTCA”)

Client Funds – funds held on behalf of professional clients, including those subject to TTCA arrangements pursuant to which

legal title to the funds has been transferred to the subsidiary.

TTCA funds are subject to regulatory requirements applicable to professional

client classifications.

Consolidated Client Funds Balances

following table sets forth the client funds asset and the corresponding client funds payable as presented in the consolidated balance

sheets as of December 31, 2025, and December 31, 2024:

OF CLIENT FUND ASSET AND CLIENT FUNDS PAYABLE

Retail Client Funds

– funds held on behalf of retail clients as defined under MiFID II and equivalent UK regulatory standards.

Retail client funds

are subject to the highest level of segregation and investor protection requirements.

Professional / Title Transfer

Collateral Arrangement (“TTCA”) Client Funds – funds held on behalf of professional clients, including those

subject to TTCA arrangements pursuant to which legal title to the funds has been transferred to the subsidiary.

TTCA funds are subject

to regulatory requirements applicable to professional client classifications.

(d) Reconciliation of total cash, cash equivalents,

and restricted cash:

SCHEDULE OF RECONCILIATION OF TOTAL CASH,

CASH EQUIVALENTS, AND RESTRICTED CASH

December 31, 2025

December 31, 2024

Client funds – asset (segregated accounts)

Cash and cash equivalents

Restricted cash — client funds (segregated)

Total cash and cash equivalents (including segregated client funds)

Amounts included in client funds — segregated represent monies held by the Company’s regulated brokerage subsidiaries

on behalf of clients in segregated accounts pursuant to applicable regulatory requirements and are restricted as to use.

These amounts

are presented as a separately captioned restricted asset on the consolidated balance sheets and, in accordance with ASC 230-10-50-8, are

included within cash, cash equivalents, and restricted cash for purposes of the consolidated statements of cash flows.

The table above

reconciles cash and client funds — segregated reported within the consolidated balance sheets to the total cash, cash equivalents,

and restricted cash reported on the consolidated statements of cash flows for each period presented.

Changes in the corresponding client

funds payable liability are reflected within net cash provided by (used in) operating activities.

Consolidated Restricted cash — client funds (segregated) Balances

following table sets forth the Restricted cash — client funds (segregated) and the corresponding client funds payable as presented in the consolidated balance

sheets as of December 31, 2025, and December 31, 2024:

OF CLIENT FUND ASSET AND CLIENT FUNDS PAYABLE

Restricted cash — client funds (segregated)

Client funds payable – liability

2 unchanged sentences

Net impact on stockholders’ equity

the client funds asset and the client funds payable are equal in all periods presented, the gross presentation has no net effect on total

the Restricted cash — client funds (segregated) and the client funds payable are equal in all periods presented, the gross presentation has no net effect on total

stockholders’ equity.

The decrease in client funds from $ 11,526,789 as of December 31, 2024 to $ 5,813,888 as of December 31, 2025,

representing a decrease of $ 5,712,901 ( 49.6 %), is primarily attributable to:

attributing it to net client withdrawals and reduced margin

deposits, partially offset by AIL’s client funds added on acquisition.

The decrease in client funds from $ 11,526,789

as of December 31, 2024 to $ 5,813,888

as of December 31, 2025, representing a decrease of $ 5,712,901

is primarily attributable to:

attributing it to net client withdrawals and reduced margin deposits, partially offset by AIL’s client

funds added on acquisition.

Relationship to Restatement of FY2024 Financial Statements

4 unchanged sentences

funds aggregating $ 3,500,000

belonging to Alchemy Prime Limited (APL) and held within

the cash account of Alchemy Markets Ltd.

(AML) (designated as the liquidity provider account) were identified as having been recorded

within AML’s general cash balance rather than as a separately designated client funds account.

This reclassification transfers

the balance from AML’s unrestricted cash to a client funds account, reflecting the substance of the arrangement whereby AML holds

these funds as custodian on behalf of APL’s clients.

The adjustment has no effect on consolidated net income or total stockholders’

however, it reduces unrestricted cash and correspondingly increases the client funds asset balance within the consolidated

balance sheet.

Assets totaling $ 3,574,201

(EUR 3,453,334 ) at the applicable period-end exchange rate, held by AML on behalf of an external third-party counterparty, were identified

as having been included within AML’s cash on hand balance (Account 1028).

These assets represent funds belonging to an external

party and do not constitute assets of the Company.

Such amounts are required to be reclassified from cash on hand to a client funds

or third-party custodial asset account, with a corresponding liability recognized, to properly reflect the Company’s role as

custodian of those funds.

This adjustment removes third-party assets from the Company’s cash balance and presents them within

a client funds or custodial asset classification, with a corresponding recognition of amounts due to the external party.

The reclassification

has no effect on consolidated net income, net revenue, or total stockholders’ equity.

belonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd.

(AML) (designated as the liquidity

provider account) were identified as having been recorded within AML’s general cash balance rather than as a separately designated

client funds account.

This reclassification transfers the balance from AML’s unrestricted cash to a client funds account, reflecting

the substance of the arrangement whereby AML holds these funds as custodian on behalf of APL’s clients.

The adjustment does not affect consolidated net income or total stockholders’ equity;

however, it reduces unrestricted cash and correspondingly increases

the Restricted cash — client funds (segregated) balance within the consolidated balance sheet.

totaling $ 3,574,201

(EUR 3,453,334 )

at the applicable period-end exchange rate, held by AML on behalf of an external third-party counterparty, were identified as having

been included within AML’s cash on hand balance (Account 1028).

These assets represent funds belonging to an external party and

do not constitute assets of the Company.

Such amounts are required to be reclassified from cash on hand to a client funds or third-party

custodial asset account, with a corresponding liability recognized, to properly reflect the Company’s role as custodian of those

This adjustment removes third-party assets from the Company’s cash balance and presents them within a client funds or

custodial asset classification, with a corresponding recognition of amounts due to the external party.

The reclassification does not affect consolidated net income, net revenue, or total stockholders’ equity.

reclassifications were effected as part of the restatement of December 31, 2024, consolidated financial statements.

2 unchanged sentences

are directed to Note 4 for a complete quantitative reconciliation of the restated amounts.

CLIENT FUNDS (continued)

RESTRICTED CASH — CLIENT FUNDS (SEGREGATED) (continued)

Restrictions and Use of Client Funds

funds held by the Company’s regulated subsidiaries are subject to the following restrictions:

Client funds may not be used to meet the Company’s own

operational expenses, capital requirements, or any other general corporate purpose.

Each regulated subsidiary is required to maintain, at all times,

sufficient liquid assets in segregated client accounts equal to or exceeding the aggregate client funds liability.

In the event of insolvency of a regulated subsidiary, client

funds held in properly segregated accounts are generally protected from the claims of the subsidiary’s general creditors under

applicable regulatory and insolvency regimes.

Client funds may not be used

to meet the Company’s own operational expenses, capital requirements, or any other general corporate purpose.

Each regulated subsidiary

is required to maintain, at all times, sufficient liquid assets in segregated client accounts equal to or exceeding the aggregate client

funds liability.

In the event of insolvency

of a regulated subsidiary, client funds held in properly segregated accounts are generally protected from the claims of the subsidiary’s

general creditors under applicable regulatory and insolvency regimes.

client funds are excluded from the Company’s liquidity analysis and are not considered available for general corporate purposes.

The Company had cash and cash equivalents of $ 17,669,749 as of December 31, 2025, out of which $ 15,258,896 were held at various liquidity providers.

At December 31, 2025, we held total cash and cash equivalents of $ 17,669,749 ,

consisting of $ 11,855,861 of unrestricted cash and $ 5,813,888 of segregated client funds, of which $ 15,258,896

in aggregate was held at liquidity providers.

STOCKHOLDERS’ EQUITY (DEFICIT)

February 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares

to 260,000,000 , consisting of 250,000,000 shares of Common Stock (par value $ 0.0001 ) and 10,000,000 shares of Preferred Stock (par value

to 260,000,000 ,

consisting of 250,000,000 shares

of Common Stock (par value $ 0.0001 )

and 10,000,000 shares

of Preferred Stock (par value $ 0.0001 ).

February 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase

the authorized Common Stock from 250,000,000 to 500,000,000 shares and to approve the Company’s 2022 Equity Plan.

The Approving

Stockholders (common stock only) owned 96,778,105 shares, representing 64.62 % of the total issued and outstanding voting power of the

March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000 to 1,000,000,000

shares, to authorize a reverse stock split in a ratio of not less than 1-for-10 and not more than 1-for-50 at any time prior to June

30, 2024, and to approve the Company’s 2023 Stock Incentive Plan.

the authorized Common Stock from 250,000,000

to 500,000,000

shares and to approve the Company’s 2022 Equity Plan.

The Approving Stockholders (common stock only) owned 96,778,105

shares, representing 72 % of the total issued and outstanding voting power of the Company.

The Board retains authority to abandon either

Corporate Action prior to its effective date.

September 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate

actions by written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law:

(i) an increase in the

authorized Common Stock from 500,000,000

shares, representing 64.62 %

of the total issued and outstanding voting power of the Company.

March 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000

to 1,000,000,000

shares, to authorize a reverse stock split in a ratio of not

less than 1-for-10 and not more than 1-for-50 at

any time prior to June 30, 2024, and to approve the Company’s 2023 Stock Incentive Plan.

The Approving Stockholders (common stock

only) owned 280,102,413

shares, representing 72 %

of the total issued and outstanding voting power of the Company.

The Board retains authority to abandon either Corporate Action prior

to its effective date.

September 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate actions

by written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law:

(i) an increase in the authorized Common

Stock from 500,000,000 to

750,000,000 shares;

and (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000

to 15,000,000

and (iii) authorization for the Board to implement a reverse stock split of all outstanding Common Stock in a ratio of not

less than 1-for-10 and not more than 1-for-100 at any time prior to June 30, 2026, at its discretion.

The Approving

Stockholders (common stock and Series A Preferred) owned 370,128,105

and (iii) authorization for the Board to implement

a reverse stock split of all outstanding Common Stock in a ratio of not

less than 1-for-10 and not more than 1-for-100 at

any time prior to June 30, 2026, at its discretion.

The Approving Stockholders (common stock and Series A Preferred) owned 370,128,105

shares, representing 87.6 %

2 unchanged sentences

Information Statement was mailed to stockholders.

of December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000 shares of Preferred Stock (par value

$ 0.0001 ) and 750,000,000 shares of Common Stock (par value $ 0.0001 ).

of December 31, 2025, and 2024, the Company had 423,084,729 and 391,084,729 shares of Common Stock issued and outstanding, respectively.

Of the 423,084,729 shares outstanding as of December 31, 2025, 371,861,597 shares are restricted and 50,723,132 shares are unrestricted.

of December 31, 2025, and 2024, the Company had 4,500,000 and 4,500,000 shares of Series A Preferred Stock issued and outstanding, respectively.

of December 31, 2025, and 2024, the Company had 2,371,844 and 2,361,844 shares of Series B Convertible Preferred Stock issued and outstanding,

At December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000

shares of Preferred Stock (par value $ 0.0001 )

and 750,000,000

shares of Common Stock (par value $ 0.0001 ).

At December 31, 2025, and 2024, the Company had 423,084,729

and 391,084,729

shares of Common Stock issued and outstanding, respectively.

Of the 423,084,729 shares

outstanding as of December 31, 2025, 371,861,597

shares are restricted, and 50,723,132

shares are unrestricted.

At December 31, 2025, and 2024, the Company had 4,500,000

and 4,500,000

shares of Series A Preferred Stock issued and outstanding,

respectively.

At December 31, 2025, and 2024, the Company had 2,371,844

and 2,361,844

shares of Series B Convertible Preferred Stock issued and outstanding,

respectively.

STOCKHOLDERS’ DEFICIT (continued)

A Preferred Stock

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year ended December 31, 2024.

SCHEDULE OF SERIES A PREFERRED STOCK

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

ended December 31, 2024.

OF SERIES A PREFERRED STOCK

and Address (1)

1 unchanged sentence

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

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran

Firoz, and Felix R.

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

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.

As of December 31, 2022, the Company

had 4,000,000 preferred shares issued and outstanding.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

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

As of September

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

and 1,000,000 shares, respectively.

November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 .

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

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

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

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

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

Company issued to Felix R Hong.

in direct investment from Alchemy Prime Holdings Shareholder

for Series A Preferred, valued at $ 1.00

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

Eaglstein and (ii) 1,000,000

shares of Series A Preferred Stock of the Company issued to

Felix R Hong.

STOCKHOLDERS’ DEFICIT (continued)

B Preferred Stock

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

SCHEDULE OF SERIES B PREFERRED STOCK

percentages below are calculated based on 2,371,844

shares of our Series B Preferred Stock issued and outstanding

for the fiscal year ended December 31, 2025.

OF SERIES B PREFERRED STOCK

and Address (1)

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

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

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

the holder of such shares.

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

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

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

of AML and 100 % of APL.

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

Eaglstein, CEO and Director, for services valued

at $ 1.41 per share.

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

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

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

Barnett, Esq., for services valued at $ 1.41 per share.

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

Eaglstein for services valued at $ 1.41 per share.

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

Kundnani for services valued at $ 1.41 per share.

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

Kundnani for cash valued at $ 1.41 per share.

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

Kundnani for services

valued at $ 1.41 per share.

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

Each share of Series B Preferred Stock can be converted into 100

shares of the Company’s

common stock at any time by the holder of such shares.

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

As a result, 2,371,844

B Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis.

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 %

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

January 4, 2024, the Company issued 150,000

Series B preferred stock to Imran Firoz, CFO and Director,

for services valued at $ 1.41

January 4, 2024, the Company issued 50,000

Series B preferred stock to FRH Group for services valued at

January 4, 2024, the Company issued 10,000

Series B preferred stock to William B.

Barnett, Esq., for services

valued at $ 1.41

January 4, 2024, the Company issued 10,000

Series B preferred stock to Susan E.

Eaglstein for services

valued at $ 1.41

January 4, 2024, the Company issued 50,000

Series B preferred stock to Gope S.

Kundnani for services valued

January 30, 2024, the Company issued 141,844

Series B preferred stock to Gope S.

Kundnani for cash valued

On February 07, 2025, the Company issued 10,000 Series

B preferred stock to Nicky G.

Kundnani for services valued at $ 1.41 per

STOCKHOLDERS’ DEFICIT (continued)

following summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025:

January 21, 2016, the Company collectively issued 30,000,000 and 5,310,000 common shares at par value to Mitchell Eaglstein and Imran

January 21, 2016, the Company collectively issued 30,000,000

and 5,310,000

common shares at par value to Mitchell Eaglstein and Imran

Firoz, respectively, as founders, in consideration of services rendered.

December 12, 2016, the Company issued 28,600,000 common shares to the remaining two founding members.

March 15, 2017, the Company issued 1,000,000 restricted common shares for platform development valued at $ 50,000 , and 1,500,000 restricted

common shares for professional services to three individuals valued at $ 75,000 .

March 17, 2017, the Company issued 1,000,000 shares to Susan Eaglstein for cash of $ 50,000 .

December 12, 2016, the Company issued 28,600,000

common shares to the remaining two founding members.

March 15, 2017, the Company issued 1,000,000

restricted common shares for platform development valued at

and 1,500,000

restricted common shares for professional services to three

individuals valued at $ 75,000 .

March 17, 2017, the Company issued 1,000,000

shares to Susan Eaglstein for cash of $ 50,000 .

On March 21, 2017, the Company issued 400,000

1 unchanged sentence

Eaglstein and Mr.

Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO

and director.

July 1, 2017 to October 3, 2017, the Company issued 653,332 units under its Offering Memorandum for cash of $ 98,000 , where each unit

consisted of one share of Common Stock and one Class A warrant.

October 31, 2017, the Company issued 70,000 restricted common shares to management consultants valued at $ 10,500 .

January 15, 2019, the Company issued 60,000 restricted common shares for professional services to eight consultants valued at $ 9,000 .

January 29, 2019 to February 15, 2019, the Company issued 33,000 registered shares for cash of $ 4,950 .

On February 26, 2019, the Company

filed Post-Effective Amendment No.

1 to its Form S-1, removing from registration all shares that were offered but not sold.

June 3, 2020, the Company issued 2,745,053 shares to Benchmark Investments, Inc.

at $ 0.25 per share valued at $ 686,263 , for financial

advisory services.

On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053 shares.

October 1, 2020, the Company issued 250,000 restricted common shares to a digital marketing consultant valued at $ 30,000 .

January 31, 2021, the Company issued 2,300,000 restricted common shares to two consultants for professional services valued at $ 621,000 .

February 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $ 1,256,908 by issuing 12,569,080 unregistered

common shares.

FRH assigned the shares to FRH Group Corporation.

May 19, 2021, the Company issued 1,750,000 restricted common shares to a consultant for professional services valued at $ 350,000 .

June 2, 2021, the Company issued 1,750,000 restricted common shares under the Genesis Agreement valued at $ 437,500 .

As the Genesis Agreement

did not materialize, the consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000 restricted common shares to a board member for services valued at $ 21,000 .

On July 6, 2021,

the Company issued a further 100,000 restricted common shares to a board member for services valued at $ 22,000 .

July 20, 2021, the Company issued 545,852 restricted common shares to a consultant for professional services valued at $ 98,253 .

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

July 1, 2017, to October 3, 2017, the Company issued 653,332

units under its Offering Memorandum for cash of $ 98,000 ,

where each unit consisted of one share of Common Stock and one Class A warrant.

October 31, 2017, the Company issued 70,000

restricted common shares to management consultants valued at

January 15, 2019, the Company issued 60,000

restricted common shares for professional services to eight

consultants valued at $ 9,000 .

January 29, 2019, to February 15, 2019, the Company issued 33,000

registered shares for cash of $ 4,950 .

On February 26, 2019, the Company filed Post-Effective Amendment No.

1 to its Form S-1, removing from registration all shares that were

offered but not sold.

June 3, 2020, the Company issued 2,745,053

shares to Benchmark Investments, Inc.

per share, valued at $ 686,263 ,

for financial advisory services.

On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053

October 1, 2020, the Company issued 250,000

restricted common shares to a digital marketing consultant

valued at $ 30,000 .

January 31, 2021, the Company issued 2,300,000

restricted common shares to two consultants for professional

services valued at $ 621,000 .

February 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $ 1,256,908

by issuing 12,569,080

unregistered common shares.

FRH assigned the shares to FRH

Group Corporation.

May 19, 2021, the Company issued 1,750,000

restricted common shares to a consultant for professional services

valued at $ 350,000 .

June 2, 2021, the Company issued 1,750,000

restricted common shares under the Genesis Agreement valued

at $ 437,500 .

As the Genesis Agreement did not materialize, the consultant returned the shares to the treasury.

June 15, 2021, the Company issued 100,000

restricted common shares to a board member for services valued

at $ 21,000 .

On July 6, 2021, the Company issued a further 100,000

restricted common shares to a board member for services valued

at $ 22,000 .

July 20, 2021, the Company issued 545,852

restricted common shares to a consultant for professional services

valued at $ 98,253 .

October 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC.

issued 2,000,000 shares to AD Securities America, LLC for $ 200,000 and 670,000 registered shares to White Lion as consideration shares

issued 2,000,000

shares to AD Securities America, LLC for $ 200,000

registered shares to White Lion as consideration shares valued

at $ 80,400 .

October 5, 2021, the Company issued 1,500,000

restricted common shares to a consultant for professional services

valued at $ 164,250 .

October 5, 2021, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 164,250 .

November 2021, the Company issued 750,000 registered shares to White Lion for cash of $ 62,375 .

December 22, 2021, the Company issued 45,000,000 restricted common shares to ADFP to acquire a 51.00 % controlling interest in AD Advisory

Service Pty Ltd.

December 2021, the Company issued 5,650,000 restricted common shares to two board members, a consultant, and two officers for services

and software development valued at $ 169,500 .

January 4, 2022, the Company issued 1,500,000 restricted common shares to a consultant for professional services valued at $ 93,750 .

January 4 to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for cash of $ 114,185 .

November 2021, the Company issued 750,000

registered shares to White Lion for cash of $ 62,375 .

December 22, 2021, the Company issued 45,000,000

restricted common shares to ADFP to acquire a 51.00 %

controlling interest in AD Advisory Service Pty Ltd.

December 2021, the Company issued 5,650,000

restricted common shares to two board members, a consultant,

and two officers for services and software development valued at $ 169,500 .

January 4, 2022, the Company issued 1,500,000

restricted common shares to a consultant for professional services

valued at $ 93,750 .

From January 4 to February 10, 2022, the Company issued 2,500,000

registered shares to White Lion for cash of $ 114,185 .

January 27, 2022, the Company issued 2,214,286

common shares valued at $ 71,521

upon execution of the AJB Capital promissory note, together with 1,000,000

3 three-year cash warrants priced at $ 0.30 as the incentive fee.

July 31, 2022, the Company issued 250,000 restricted common shares to a consultant for professional services valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $ 300,000 , and 5,000,000 restricted common

shares to Gope S.

Kundnani for services valued at $ 60,000 .

upon execution of the AJB Capital promissory note, together

with 1,000,000

three-year cash warrants priced at $ 0.30

as the incentive fee.

July 31, 2022, the Company issued 250,000

restricted common shares to a consultant for professional services

valued at $ 9,475 .

September 30, 2022, the Company issued 30,000,000

restricted common shares for cash valued at $ 300,000 ,

and 5,000,000

restricted common shares to Gope S.

Kundnani for services valued

at $ 60,000 .

STOCKHOLDERS’ DEFICIT (continued)

December 12, 2022, the Company issued 20,000,000 restricted common shares to two officers for services valued at $ 166,000 .

15, 2022, the Company issued 8,000,000 restricted common shares to two officers for services valued at $ 76,000 .

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB as compensation for consideration shares related to the

AJB Note, valued at $ 60,525 , and 115,000,000 restricted common shares for cash valued at $ 550,000 .

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

November 30, 2023, the Company issued 50,000,000 restricted common shares to Kundnani for cash valued at $ 5,500,000 .

December 27, 2023, the Company issued 5,000,000 restricted common shares to AJB Capital in exchange for the redemption of warrants, valued

December 12, 2022, the Company issued 20,000,000

restricted common shares to two officers for services valued

at $ 166,000 .

May 9, 2024, the Company issued 2,000,000 shares for cash of $ 20,000 .

January 1, 2025, the Company issued 32,000,000 restricted common shares to employees of its subsidiaries for services rendered, valued

On December 15, 2022, the Company issued 8,000,000

restricted common shares to two officers for services valued

at $ 76,000 .

January 25, 2023, the Company issued 5,309,179

restricted common shares to AJB as compensation for consideration

shares related to the AJB Note, valued at $ 60,525 ,

and 115,000,000

restricted common shares for cash valued at $ 550,000 .

March 28, 2023, the Company issued 2,000,000

restricted common shares for cash valued at $ 20,000 .

November 30, 2023, the Company issued 50,000,000

restricted common shares to Kundnani for cash valued at $ 5,500,000 .

December 27, 2023, the Company issued 5,000,000

restricted common shares to AJB Capital in exchange for the

redemption of warrants, valued at $ 90,000 .

May 9, 2024, the Company issued 2,000,000

shares for cash of $ 20,000 .

January 1, 2025, the Company issued 32,000,000

restricted common shares to employees of its subsidiaries for

services rendered, valued at $ 35,200 .

The shares were issued to Robert W.

Winters ( 30,000,000 shares), Shimon Kogan ( 1,000,000 shares), and Patrick G.

Winters ( 30,000,000

shares), Shimon Kogan ( 1,000,000

shares), and Patrick G.

Cann ( 1,000,000

2 unchanged sentences

on October 29, 2025, the Company recorded an increase to Additional Paid-In

Capital of $ 9,969,735 , representing the excess of AIL’s net book value at acquisition over the $ 2,000,000 cash consideration paid,

net of non-controlling interest recognized.

Capital of $ 9,969,735 ,

representing the excess of AIL’s net book value at acquisition over the $ 2,000,000

cash consideration paid, net of non-controlling interest recognized.

This amount represents a capital contribution from the controlling shareholder, Gope S.

and is accounted for under ASC 805-50.

See Note 2 — Significant Acquisitions and Note 7 — Related Party Transactions for

further details.

of December 31, 2025, and 2024, the Company has a subscription receivable of $ 8,000,000 , recorded as a contra-equity item within stockholders’

equity, representing shares issued for which the consideration has not yet been received.

Kundnani, and is accounted for under ASC 805-50.

See Note 2 — Significant Acquisitions and Note 7 — Related Party Transactions for further details.

At December 31, 2025, and 2024, the Company has a subscription receivable of $ 8,000,000 ,

recorded as a contra-equity item within stockholders’ equity, representing shares issued for which the consideration has not yet

been received.

January 27, 2022, in connection with the AJB Capital promissory note, the Company issued 1,000,000

3 three-year cash warrants (“AJB Warrants”) priced at $ 0.30

per share, together with 2,214,286 shares of Common Stock valued at $ 71,521 , as the incentive fee upon execution of the

three-year cash warrants (“AJB Warrants”)

priced at $ 0.30

per share, together with 2,214,286

shares of Common Stock valued at $ 71,521 ,

as the incentive fee upon execution of the agreement.

AJB Warrants were fully redeemed on December 27, 2023, pursuant to a warrant redemption agreement on the following terms:

(i) cash payment

of $ 100,000 paid at execution;

(ii) a second cash payment of $ 100,000 paid on or before January 26, 2024;

and (iii) the issuance of 5,000,000

restricted shares of Common Stock on January 2, 2024, valued at $ 90,000 .

All obligations under the warrant redemption agreement were

satisfied in full by January 2024.

of December 31, 2025, and 2024, there were no warrants issued or outstanding.

The Company has no equity compensation plans under which

warrants or options are currently authorized for issuance.

paid at execution;

(ii) a second cash payment of $ 100,000

paid on or before January 26, 2024;

and (iii) the issuance

restricted shares of Common Stock on January 2, 2024, valued

at $ 90,000 .

All obligations under the warrant redemption agreement were satisfied in full by January 2024.

At December 31, 2025, and 2024, there were no

warrants issued or outstanding.

The Company has no equity compensation

plans under which warrants or options are currently authorized for issuance.

COMPREHENSIVE INCOME

Company’s other comprehensive income (OCI) consists of foreign currency translation adjustments arising from those subsidiaries

that do not use the U.S.

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

These adjustments are recorded net of tax in Accumulated Other Comprehensive

Income (Loss) (“AOCI”) within stockholders’ equity and are reclassified to the income statement only upon the disposal

or liquidation of the related subsidiary.

— AD Advisory Services Pty Ltd.

(ADS, Australian dollar), Alchemy Markets Ltd.

(AML, euro), Alchemy Prime Limited (APL, pound sterling),

Alchemytech Ltd.

(ATECH, euro), and, from the fourth quarter of 2025, Alchemy International Ltd.

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).

in AOCI by component.

AOCI, all of which relates to cumulative foreign currency translation, was a balance of $ 225,228 at December 31,

During the fiscal year ended December 31, 2024 (restated), the Company recognized total other comprehensive loss of $( 298,009 ),

comprising translation adjustments attributable to ADS, AML, APL, and ATECH, reducing the AOCI balance to $( 72,781 ) at December 31, 2024.

During the fiscal year ended December 31, 2025 (restated), the Company recognized total other comprehensive income of $ 369,038 , comprising

translation adjustments attributable to ADS, AML, APL, and ATECH, increasing

the AOCI balance to $ 296,257 at December 31, 2025.

Comprehensive

income attributable to noncontrolling interest.

Noncontrolling interest (“NCI”) represents the 49% minority interest in ADS

and, from October 29, 2025, a 0.1% interest in AIL.

NCI was $ 38,939

at the beginning of fiscal 2024.

fiscal 2024, the Company attributed net income (loss) of $ 10,958

and foreign currency translation of $ ( 33,077 )

to NCI, resulting in NCI of $ 16,820

at December 31, 2024.

During fiscal 2025, the Company attributed net income (loss) of $ 31,389 and foreign currency translation of $ ( 14,886 )

to NCI, resulting in an NCI balance of $ 33,323

at December 31, 2025.

following table shows the changes in AOCI by component for the fiscal years ended December 31, 2025, and 2024:

8 unchanged sentences

Total other comprehensive

income (loss), as restated, December 31, 2024

income (loss), as restated, December 31, 2024 (Restated)

Balance as of December

31, 2024 (Restated)

Other comprehensive income (loss), attributed

2 unchanged sentences

Other comprehensive income (loss), attributed

Other comprehensive income

(loss), attributed to AIL

Total other comprehensive

income (loss), December 31, 2025

income (loss), December 31, 2025 (Restated)

Balance as of December

31, 2025 (Restated)

No amounts were reclassified out of AOCI to net income during the fiscal

years ended December 31, 2025, or December 31, 2024.

The AOCI balances rolled forward above tie to accumulated other comprehensive income

(loss) presented on the consolidated balance sheet of $( 72,781 ) at December 31, 2024, and $ 296,257 at December 31, 2025.

NON CONTROLLING INTEREST

Basis of presentation.

Noncontrolling interest (“NCI”) represents

the equity in consolidated subsidiaries that is not attributable, directly or indirectly, to the Company.

The Company consolidates entities

in which it holds a controlling financial interest and reports the portion of net income (loss), other comprehensive income (loss), and

net assets attributable to the minority owners as noncontrolling interest in accordance with ASC 810, Consolidation.

NCI is presented

within total stockholders’ equity (deficit) on the consolidated balance sheets, separately from the equity attributable to the stockholders

of FDCTech, Inc., and net income (loss) and comprehensive income (loss) attributable to NCI are presented separately on the face of the

consolidated statements of operations and of comprehensive income (loss).

Transactions with noncontrolling interest holders that do not

result in a loss of control are accounted for as equity transactions, with no gain or loss recognized in net income;

any difference between

consideration and the carrying amount of the NCI acquired or relinquished is recognized directly in additional paid-in capital.

Subsidiaries with noncontrolling interests.

The Company’s noncontrolling

interests consist of the 49% minority interest in AD Advisory Services Pty Ltd.

(“ADS”), held since the Company obtained control

of ADS, and a 0.1% interest in Alchemy International Ltd.

(“AIL”) arising from the Company’s consolidation of AIL effective

October 29, 2025.

The Company holds a controlling financial interest in each of these subsidiaries and consolidates their results, attributing

the proportionate share of their earnings, other comprehensive income (loss), and net assets to the noncontrolling interest holders.

noncontrolling interest is recognized for wholly owned subsidiaries.

in noncontrolling interest

in noncontrolling interest.

The carrying amount of noncontrolling interest was $ 38,939 at

the beginning of fiscal 2024.

During the fiscal year ended December 31, 2024 (restated), the Company attributed net income (loss) of

foreign currency translation attributable to NCI of $ ( 33,077 ) ,

reducing the balance to $ 16,820 at

December 31, 2024.

During the fiscal year ended December 31, 2025 (restated), the Company attributed net income (loss) of $ 31,389 and

foreign currency translation attributable to NCI of $ ( 14,886 ) ,

resulting in a noncontrolling interest balance of $ 33,323

at December 31, 2025.

Foreign currency translation attributable to NCI represents the noncontrolling holders’ proportionate

share of the cumulative translation adjustment arising on consolidation of the Company’s foreign subsidiaries.

noncontrolling interest balances rolled forward above tie to the noncontrolling interest reported within stockholders’ equity

(deficit) on the consolidated balance sheets.

following table presents the changes in noncontrolling interest for the fiscal years ended December 31, 2025, and December 31, 2024:

OF NONCONTROLLING INTEREST

Balance, beginning of period

Net income (loss) attributable to NCI

Foreign currency translation — NCI

Balance, end of period

The income tax disclosures below reflect the tax

23 unchanged sentences

Parent is subject to the U.S.

federal corporate income tax at a flat rate of 21 % under the Tax Cuts and Jobs Act of 2017, as well

as applicable state income taxes in California.

federal corporate income tax at a flat rate of 21 %

under the Tax Cuts and Jobs Act of 2017, as well as applicable

state income taxes in California.

For the fiscal years ended December 31, 2025, and December 31, 2024, the U.S.

Parent generated

a pre-tax loss from operations on a standalone basis.

Parent generated a pre-tax

loss from operations on a standalone basis.

In each year, the provision for income taxes attributable to the U.S.

$ nil , as described below.

Parent was $ nil ,

as described below.

Book-to-Tax Reconciliation – FDCTech, Inc.

Parent Standalone)

The following table reconciles the U.S.

Parent’s pre-tax book loss to taxable income (loss) for the fiscal

years ended December 31, 2025, and December 31, 2024:

SCHEDULE OF PROVISION FOR INCOME TAXES

The following table

reconciles the U.S.

Parent’s pre-tax book loss to taxable income (loss) for the fiscal years ended December 31, 2025, and December

OF PROVISIONS FOR INCOME TAXES

Deferred Tax Assets/Liability

12 unchanged sentences

( 1,842,001 )

SCHEDULE OF DEFERRED TAX ASSETS

December 31, 2025

December 31, 2024

OF DEFERRED TAX ASSETS

Net operating loss carry forwards.

6 unchanged sentences

Income Taxes (continued)

the fiscal year ended December 31, 2025, the non-cash stock-based compensation add-back of $ 49,300 consists of:

(i) $ 35,200 representing

the fair value of 32,000,000 shares of restricted common stock issued to employees of the Company’s subsidiaries for services rendered;

and (ii) $ 14,100 representing 10,000 shares of Series B Convertible Preferred Stock issued to Nick G.

Kundnani for services, recognized

at $ 1.41 per share.

For the fiscal year ended December 31, 2024, the add-back of $ 846,950 represents 561,844 shares of Series B Convertible

Preferred Stock issued to officers, directors, and consultants for services rendered ($ 792,200 ), and 500,000 shares of common stock issued

for services ($ 54,750 ).

The allowance for doubtful accounts of $ 44,058 , recognized as a general and administrative expense in fiscal

year 2024 in connection with the restatement, is not deductible for U.S.

federal income tax purposes until the related receivable is

actually written off as uncollectible.

the fiscal year ended December 31, 2024, the pre-NOL taxable income of $171,611 was fully offset by prior-period NOL carryforwards, resulting

in net taxable income of $nil and a current tax provision of $nil.

the fiscal year ended December 31, 2025, the non-cash stock-based compensation add-back of $ 49,300

representing the fair value of 32,000,000

shares of restricted common stock issued to employees of the

Company’s subsidiaries for services rendered;

and (ii) $ 14,100

representing 10,000

shares of Series B Convertible Preferred Stock issued to Nick

Kundnani for services, recognized at $ 1.41

For the fiscal year ended December 31, 2024, the

add-back of $ 846,950

represents 561,844

shares of Series B Convertible Preferred Stock issued to officers,

directors, and consultants for services rendered ($ 792,200 ),

shares of common stock issued for services ($ 54,750 ).

The allowance for doubtful accounts of $ 44,058 ,

recognized as a general and administrative expense in fiscal year 2024 in connection with the restatement, is not deductible for U.S.

federal income tax purposes until the related receivable is actually written off as uncollectible.

the fiscal year ended December 31, 2024, the

pre-NOL taxable income of $383,187 was fully offset by prior-period NOL carryforwards, resulting in net taxable income of $nil and a

current tax provision of $nil.

For the fiscal year ended December 31, 2025, the U.S.

Parent generated

a net taxable loss of $843,678, resulting in no current income tax expense.

Parent generated a net taxable loss of $829,312,

resulting in no current income tax expense.

Operating Loss Carryforwards

of December 31, 2025, the U.S.

Parent had generated a current-year taxable loss of $ 843,678 , which is added to the accumulated NOL carryforward.

Federal NOL carryforwards generated after December 31, 2017, carry forward indefinitely but are subject to a utilization limitation of

80% of taxable income in any given year.

Federal NOL carryforwards generated prior to January 1, 2018, expire 20 years after the year

in which they arose and are not subject to the 80% limitation.

At December 31, 2025, the U.S.

Parent had generated a current-year taxable loss of $ 829,312 ,

which is added to the accumulated NOL carryforward.

Federal NOL carryforwards generated after December 31, 2017, carry forward indefinitely

but are subject to a utilization limitation of 80% of taxable income in any given year.

Federal NOL carryforwards generated prior to

January 1, 2018, expire 20 years after the year in which they arose and are not subject to the 80% limitation.

The accumulated U.S.

federal NOL carryforward of FDCTech, Inc.

as of December

31, 2025, inclusive of the $ 843,678 generated in fiscal year 2025, is approximately $ 1,224,265 .

NOL carryforward of FDCTech, Inc.

as of December 31, 2025, inclusive of the $ 829,312

generated in fiscal year 2025, is approximately $ 1,842,001 .

The Company has filed its U.S.

tax return for the fiscal year ended December 31, 2025.

federal tax return for the fiscal year ended December 31, 2025.

evaluating the realizability of deferred tax assets, management considered all available positive and negative evidence, including the

7 unchanged sentences

net deferred tax assets as of December 31, 2025, and 2024.

The change in valuation

allowance for fiscal year 2025 reflects the addition of the deferred tax asset arising from the $ 843,678 current-year taxable loss (generating

a deferred tax asset of $ 177,172 at 21 % ), partially offset by the release of the $ 36,038 deferred tax asset associated with the $ 171,611

of prior-period NOL carryforward utilized during fiscal year 2024 (reflected in the FY2024 comparative column).

The allowance for doubtful

accounts of $ 44,058 recognized in fiscal year 2024 results in a temporary difference of $ 9,252 (at 21%) that is expected to reverse upon

charge-off of the related receivable.

change in valuation allowance for fiscal year 2025 reflects the addition of the deferred tax asset arising from the $ 829,312

current-year taxable loss (generating a deferred tax asset

of $ 174,156 at

partially offset by the release of the $ 36,038

deferred tax asset associated with the $ 383,187

of prior-period NOL carryforward utilized during fiscal year

2024 (reflected in the FY2024 comparative column).

The allowance for doubtful accounts of $ 44,058

recognized in fiscal year 2024 results in a temporary difference

of $ 9,252 (at

21%) that is expected to reverse upon charge-off of the related receivable.

Foreign Subsi diary

19 unchanged sentences

has been recognized with respect to such earnings.

consolidated balance sheet includes a deferred tax liability of $ 377,975 as of December 31, 2025 (December 31, 2024:

$ 333,418 ), relating

to temporary differences arising at the Company’s foreign subsidiaries, primarily Alchemy Markets Ltd.

The deferred tax

expense recognized in the consolidated statements of operations arising from changes in this liability was $ 44,557 for the fiscal year

ended December 31, 2025 (fiscal year 2024:

consolidated balance sheet includes a deferred tax liability of $ 377,975

as of December 31, 2025 (December 31, 2024:

relating to temporary differences arising at the Company’s foreign subsidiaries, primarily Alchemy Markets Ltd.

tax expense recognized in the consolidated statements of operations arising from changes in this liability was $ 44,557

for the fiscal year ended December 31, 2025 (fiscal year 2024:

deferred tax benefit of $ 513,163 ).

These amounts are measured using the enacted tax rates

applicable in the relevant foreign jurisdictions.

These amounts are measured using the enacted tax rates applicable in the relevant foreign jurisdictions.

Tax Positions

6 unchanged sentences

Company’s U.S.

federal and California state income tax returns are subject to examination for tax years beginning 2021.

federal and California state income tax returns are subject to examination for tax years beginning in 2021.

federal income tax returns for fiscal years 2023 and 2022 have been filed and accepted.

The California franchise tax returns for fiscal

years 2023 and 2022 have also been filed and accepted.

As of December 31, 2025, the Company has no ongoing tax examinations in any jurisdiction.

The California franchise tax returns

for fiscal years 2023 and 2022 have also been filed and accepted.

At December 31, 2025, the Company has no ongoing tax examinations

in any jurisdiction.

OFF-BALANCE SHEET ARRANGEMENTS

1 unchanged sentence

SUBSEQUENT EVENTS

Company evaluated subsequent events through April 22, 2026, the date on which these consolidated financial statements were available

Company evaluated subsequent events through June 8, 2026, the date on which these consolidated financial statements were available

to be issued.

29 unchanged sentences

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

On February 2, 2026, a hearing

was held before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined

the Company’s witnesses.

On February 2, 2026, a hearing was

held before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined the

Company’s witnesses.

Following the cross-examination, the matter has been adjourned for final legal submissions.

has been issued as of the date these financial statements were available to be issued.

No judgment has

been issued as of the date these financial statements were available to be issued.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

in the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January

the constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January 28,

The case remains pending as of the date these financial statements were available to be issued.

18 unchanged sentences

December 31, 2025, and therefore does not result in any adjustment to the amounts recognized in the consolidated financial statements.

On March 24, 2026, the Company filed a Certificate of Designation with

the Secretary of State of the State of Delaware designating 3,000,000 shares of its authorized preferred stock, par value $ 0.0001 per

share, as “Series B Convertible Preferred Stock.” Each share of Series B Preferred Stock carries one vote per share, voting

together with the Common Stock as a single class , and is convertible at the option of the holder into 100 shares of Common Stock, subject

to adjustment and to a Board-determined conversion ratio (ranging from 100:1 to 10:1) in the event the Company completes a qualifying

public offering of $10,000,000 or more with an uplisting to NASDAQ or NYSE.

The Series B Preferred Stock has no stated dividend or liquidation

As of the date of issuance of these consolidated financial statements, no shares of Series B Preferred Stock have been issued

or are outstanding.

The maturity of the $ 2,000,000 seller note loan obligation for the acquisition of AIL was extended to June 30, 2026 .

The Company has evaluated subsequent events through the filing of this Form 10-K and determined that no other events

would require adjustments to our disclosures in the consolidated financial statements.

Articles of Incorporation

Certificate of Designation of Series B Convertible Preferred Stock

Alchemy International Limited Share Purchase Agreement as filed with the SEC on November 10, 2025

Change of Auditor as filed with the SEC on April 4, 2025

FDCTech, Inc.

Insider Trading Policy

List of Subsidiaries

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

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

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

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

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

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

Series B Convertible Preferred Stock

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 of Series B Preferred Stock carries one vote per share, voting together with the Common Stock as a single class , and is convertible

at the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio

(ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $10,000,000 or more with an

uplisting to NASDAQ or NYSE.

The Series B Preferred Stock has no

stated dividend or liquidation preference.

As of the date of issuance of these consolidated financial statements, 2,371,844

shares of Series B Preferred Stock have been issued and are outstanding.

The maturity of the $ 2,000,000

seller note loan obligation for the acquisition of AIL was extended to September

Alchemy Markets (Cayman) Ltd.

On May 19, 2026, the Cayman Islands Monetary Authority

granted conditional approval for the transfer to FDCTech, Inc.

of 100% of Alchemy Markets (Cayman) Ltd, a non-operating CIMA-licensed

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures