What changed in this filing

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Item 1. Financial Statements

2026-08-17 compared with 2026-05-15 · 1640 added, 847 removed, 660 unchanged (79% of the section changed)

to Consolidated Financial Statements

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

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

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

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

Consolidated Balance Sheets as of June 30, 2026 (Unaudited), and December 31, 2025 (Audited;

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited;

Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited;

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited;

Notes to the Consolidated Financial Statements

1 unchanged sentence

Current assets:

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

Accounts receivable, net

Cash and cash

Restricted cash (client funds,

Accounts receivable, net of

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

Prepaid – current

Related party receivable

Total Current assets

Prepaid – non-current

party receivable

Total Current

Fixed assets, net

Other Non-Current

Prepaid – non-current

Capitalized software, net

2 unchanged sentences

Acquired intangible assets

Tax receivable

Other trade and tax receivable

Fair value of trading positions for the firm, profit

Right of use (lease)

Liabilities and Stockholders’ Equity (Deficit)

Fair value of trading positions

for the firm, profit

of use (lease)

and Stockholders’ Equity

Current liabilities:

1 unchanged sentence

Line of credit

Accrued expenses, related party

Accrued expenses, related

Business acquisition loan

Related party advances

Customer funds

Operating lease liability, current

Other current liabilities

Total Current liabilities

Client funds payable

Operating lease liability,

current liabilities

liability at fair value through profit and loss

Total Current

Deferred tax liabilities

SBA loan – non-current

Operating lease liability – non-current

Accrued interest – non-current

Operating lease liability

– non-current

interest – non-current

Total liabilities

Commitments and Contingencies (Note 8)

Stockholders’ Equity (Deficit):

Series A Preferred stock, par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000

and 4,500,000 issued and outstanding, as of March 31, 2026 and December 31, 2025

Series A Preferred stock, par value $0.0001, 10,000,000 shares authorized, 4,500,000 and 4,500,000 issued and outstanding, as of

March 31, 2026 and December 31, 2025

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

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

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

March 31, 2026 and December 31, 2025

Preferred Stock, value

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

423,084,729 and

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

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

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

March 31, 2026 and December 31, 2025

Commitments and Contingencies

Stockholders’

Series A Preferred stock,

par value $ 0.0001 , 10,000,000 shares authorized, 4,500,000 and 4,500,000 issued and outstanding, as of June 30, 2026 and December

Series B Preferred stock,

par value $ 0.0001 , 3,000,000 shares authorized, 2,371,844 and 2,371,844 issued and outstanding, as of June 30, 2026 and December

Preferred stock,

Common stock, par value $ 0.0001 , 750,000,000 and 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively;

4,230,868 and 4,230,868 shares issued and outstanding, as of June 30, 2026 and December 31, 2025

Additional paid-in capital,

Common Series A, Series B

Subscription receivable

1 unchanged sentence

( 8,000,000 )

Additional paid-in capital, Series B Preferred stock

Accumulated other comprehensive income (loss)

Accumulated surplus (deficit)

Total FDCTech, Inc.

stockholders’ equity (deficit)

Noncontrolling interest

Total liabilities and stockholders’ equity (deficit)

Accumulated other comprehensive

surplus (deficit)

Total FDCTech,

stockholders’ equity

Noncontrolling

Stockholders’ Equity

liabilities and stockholders’ equity

accompanying notes to the financial statements.

STATEMENTS OF OPERATIONS

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

(Restated, Unaudited)

Technology & software

Wealth management

Brokerage (Trading)

Total revenue

Cost of sales

1 unchanged sentence

Wealth management

Brokerage (Trading)

Total cost of sales

Operating expenses:

cost of sales

General and administrative

Sales and marketing

Total operating expenses

Operating income (loss)

Other income (expense):

operating expenses

income (loss)

Other interest income (expense)

income (expense)

other income (expense)

Total other income (expense)

$ ( 299,705 )

Income (loss) before provision for income taxes

Provision for income tax

Net income (loss)

Net income (loss) per common share, basic and diluted

Weighted average number of common shares outstanding basic and diluted

(loss) before provision for income taxes

(benefit) for income taxes

income (loss)

Net income (loss) attributable to noncontrolling interest

income attributable to FDCTech’s shareholders

Net income (loss) per common share, basic

Net income (loss) per common share, diluted

Weighted average number of common shares outstanding, basic

Weighted average number of common shares outstanding, diluted

Other comprehensive

income (loss):

in foreign currency translation

other comprehensive income (loss)

Change in foreign currency translation

comprehensive income (loss)

Comprehensive

income (loss) attributable to noncontrolling interests

Comprehensive

income (loss) attributable to FDCTech stockholders

accompanying notes to the financial statements

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

comprehensive

Noncontrolling

Stockholders’

Three months ended June 30,

2025 (Restated)

March 31, 2025 (Restated)

$ ( 8,000,000 )

Total other comprehensive income (loss)

$ ( 2,103,290 )

Total comprehensive income (loss)

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income (loss) attributable to FDCTech stockholders

accompanying notes to the financial statements

months ended June 30, 2025 (Restated)

Change in APIC due to common

FX gain (loss)

Net (income) loss attributable

to noncontrolling interest

Foreign currency translation

— noncontrolling interest

(loss) attributable to FDCTech shareholders

June 30, 2025 (Restated)

$ ( 8,000,000 )

$ ( 2,541,213 )

months ended June 30, 2026

March 31, 2026 (Restated)

$ ( 8,000,000 )

Three months ended June 30, 2026

Change in APIC due to common

( 2,279,584 )

Capital contribution from

Deemed distribution to shareholder

FX gain (loss)

Net (income) loss attributable

to noncontrolling interest

Foreign currency translation

— noncontrolling interest

(loss) attributable to FDCTech shareholders

June 30, 2026

$ ( 8,000,000 )

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

comprehensive

Noncontrolling

Stockholders’

Three months ended March 31, 2025 (Restated)

Balance, December 31, 2024

months ended June 30, 2025 (Restated)

December 31, 2024 (Restated)

$ ( 8,000,000 )

$ ( 2,396,102 )

months ended June 30, 2025

Common stock issued for services

Series B issuances at $ 1.41 per share

Change in APIC due to common control

Series B issuances at $ 1.41

Change in APIC due to common

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Net income (loss)

Balance, March 31, 2025

Net income (loss) attributable

to noncontrolling interest

Foreign currency translation

— noncontrolling interest

(loss) attributable to FDCTech shareholders

June 30, 2025 (Restated)

$ ( 8,000,000 )

Three months ended March 31, 2026

Balance, December 31, 2025

$ ( 2,541,213 )

Change in APIC due to common control

Six months ended June 30,

December 31, 2025 (Restated)

$ ( 8,000,000 )

Six months ended June 30, 2026

Change in APIC due to common

Capital contribution from

Deemed distribution to shareholder

FX gain (loss)

Net (income) loss attributable to noncontrolling interest

Net income (loss)

Balance, March 31, 2026

Net (income) loss attributable

to noncontrolling interest

Foreign currency translation

— noncontrolling interest

(loss) attributable to FDCTech shareholders

June 30, 2026

$ ( 8,000,000 )

1 unchanged sentence

STATEMENTS OF CASH FLOWS

March 31, 2026

March 31, 2025

Three Months Ended

March 31, 2026

March 31, 2025

(Restated, Unaudited)

Operating Activities:

June 30, 2025

Net income (loss)

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

Net income attributable to noncontrolling interest

$ ( 111,334 )

Adjustments to reconcile net

loss to net cash used in operating activities:

Common stock issued for services

Series B Preferred issued for services

Fixed assets, net

Series B Preferred issued

Accounts receivable allowance

Acquired intangible assets

Change in assets and liabilities:

Gross accounts receivable

in assets and liabilities:

Accounts receivable, net of allowance for doubtful accounts

Prepaid – current and non-current

Related party receivable

( 36,532,537 )

( 5,172,027 )

Accounts payable

1 unchanged sentence

( 1,301,578 )

Accrued interest

Customer funds

Fair value of trading position, net

Operating lease

Deferred taxes

Tax receivable by subsidiaries

( 4,272,323 )

Accrued interest – non-current

Client funds payable

Fair value of trading positions, net of financial liability at fair value

Operating lease liabilities, current and non-current

Deferred tax liabilities

Trade and Tax receivable and income tax payable

Trade receivables

Accrued income

Right of use of assets (lease)

Accrued expenses, related party

( 2,017,206 )

Right of use (lease)

expenses, related party

Net cash provided by (used in) operating activities

Investing Activities:

Capitalized software

Investment through subsidiary

Business acquisition seller’s note

Changes in paid-in capital, common control

$ ( 21,138,011 )

$ ( 2,819,517 )

Capitalized software, net

Purchases of fixed assets

Investment in private entities

Net cash provided by (used in) investing activities

Financing Activities:

Borrowing from (payments to) line of credit

Net proceeds from cares act – paycheck protection program

$ ( 472,602 )

$ ( 202,708 )

Borrowing from (payments to)

line of credit

Net proceeds from cares act

- paycheck protection program

Net proceeds from SBA loan

1 unchanged sentence

( 5,207,274 )

Noncontrolling interest

Changes in paid-in capital, common control

Net cash provided by (used in) financing activities

$ ( 3,619,920 )

Effect of exchange rate changes on cash

Effect of exchange rates on cash

Change in noncontrolling interest share of subsidiary net assets

Non-cash assignment of liquidity-provider balance included within cash and cash equivalents

( 5,257,670 )

Net increase (decrease) in cash

Cash at beginning of the period

Cash at end of the period

( 6,313,699 )

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

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

paid for income taxes

paid for interest

- cash investing and financing activities:

Common-control combination — Alchemy Markets (Cayman) Ltd.:

Consideration paid

directly by principal shareholder on behalf of the Company

carryover book value of net assets acquired

Deemed distribution to principal shareholder

Common-control adjustment to additional paid-in capital

Excess consideration allocated to acquired intangible assets on consolidation of ADS

Supplemental non-cash disclosures:

Cash and cash equivalents acquired in the common-control combination

Noncontrolling interest movements recognized directly in equity

accompanying notes to the financial statements

1 unchanged sentence

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

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

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

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

and financial services industries.

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

technology platform.

These acquisitions include AD Advisory Services Pty Ltd.

(2021), Alchemy Markets Ltd.

(2022–2023), Alchemy

Prime Limited (2023), and Alchemy International Ltd.

(2025), collectively expanding the Company’s operational footprint across

Australia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius.

company incorporated in the State of Delaware, United States of America, specializing in developing and delivering innovative software

solutions and business services to the over-the-counter (“OTC”) brokerage and financial services industries.

provides a range of proprietary and third-party technology solutions, including its flagship Condor Trading Technology, which supports

multi-asset trading, risk management, and pricing for foreign exchange, equities, commodities, and digital assets.

The Company is publicly

traded on the OTC markets under the ticker symbol OTC:

FDCT and is a fully reporting public company subject to the reporting obligations

of the Securities Exchange Act of 1934, as amended.

Company was founded in January 2016 as a back-office technology solution provider to the OTC brokerage and financial services industries

and has transformed into a comprehensive, end-to-end trading platform offering foreign exchange (“FX”), contracts for difference

(“CFDs”), equities, bonds, and wealth management services.

The Company follows a strategic growth model centered on acquiring,

integrating, and scaling legacy financial services firms, and through its acquisitions has expanded its global footprint in wealth management,

brokerage, and financial advisory services.

These acquisitions and formations include AD Advisory Services Pty Ltd.

(2021), Alchemy Markets

(2022–2023), Alchemy Prime Limited (2023), Alchemytech Ltd., now T.I.C.G.

Integrated Solutions Ltd.

(2024), Alchemy International

(2025), Xoala Asia (2025), and Alchemy Markets (Cayman) Ltd.

(2026), collectively expanding the Company’s operational footprint

across Australia, Malta, the United Kingdom, Cyprus, Seychelles, Mauritius, and the Cayman Islands.

accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries

(collectively, the “Company”) for the three months ended March 31, 2026.

All intercompany balances and transactions have been

eliminated in consolidation.

(collectively, the “Company”) for the three and six months ended June 30, 2026.

All intercompany balances and transactions

have been eliminated in consolidation.

Structure and Subsidiaries

serves as the parent holding company.

The following table presents the Company’s consolidated subsidiaries as of March

The following table presents the Company’s consolidated subsidiaries as of June 30,

OF CONSOLIDATED SUBSIDIARIES

Advisory Services Ltd.

CFDs, Stocks, Bonds

Trading & Third-party

International Ltd.

Trading & Third-party

Intermediary Services

Intermarket Group Eurasia (PIG)

Trading & Third-party

AD Advisory Services

Wealth Management

Third-party software

Alchemy Markets Ltd.

FX, CFDs, Stocks, Bonds

Europe (excl.

Condor Trading & Third-party

Alchemy Prime Ltd.

United Kingdom

Condor Trading & Third-party

Integrated Solutions

Technology Services

Condor Trading

Alchemy International Ltd.

Condor Trading & Third-party

Xoala Asia (XOA)

Payment Intermediary Services

Prime Intermarket Group Eurasia

Condor Trading & Third-party

Alchemy Markets (Cayman) Ltd.

Cayman Islands

Securities Investment Business

(Broker/Dealer)

International

Condor Trading & Third-party

Xoala AP Cyprus Ltd.

Intra-group Treasury and Payment

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

3 unchanged sentences

balance sheet and statements of operations.

Alchemy International Ltd.

(AIL) is consolidated at 99.90 % ownership, with the remaining

0.10 % recognized as a noncontrolling interest.

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

Xoala AP Cyprus

is held 100% through Xoala Asia.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

13 unchanged sentences

Company operates a wealth management business with 26 financial advisors collectively managing and advising on approximately $ 770 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.

in funds under advice as of June 30, 2026.

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

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

Technology and Software Development

FDCTech, Inc.

and Alchemytech Ltd.

(Cyprus), the Company develops, licenses, and supports its proprietary Condor Trading Technology suite,

Integrated Solutions Ltd.

(Cyprus), a technology, sales, and marketing service provider supporting the Company’s

subsidiaries and affiliated companies, the Company develops, licenses, and supports its proprietary Condor Trading Technology suite,

which includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system.

5 unchanged sentences

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

As of June 30,

2026, this segment remains in the development stages and has not yet generated material revenue.

Company’s brokerage and wealth management subsidiaries operate under licenses and regulatory oversight from multiple international

financial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), and FSC (Mauritius).

The Company is required to maintain minimum regulatory capital levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering

obligations in each of its operating jurisdictions.

Regulatory compliance and capital adequacy are monitored by management on an ongoing

financial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), FSC (Mauritius),

and, following the acquisition of AML Cayman in June 2026 described below, CIMA (Cayman Islands).

The Company’s Cyprus subsidiaries,

Integrated Solutions Ltd.

and Xoala AP Cyprus Ltd., provide intra-group technology, treasury, and payment-processing services;

XOA, Cyprus operates under the intra-group exemption in Section 3(3)(n) of the Cyprus Payment Services Law and does not hold a Central

Bank of Cyprus payment institution or electronic money institution license.

The Company is required to maintain minimum regulatory capital

levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering obligations in each of its operating jurisdictions.

Regulatory compliance and capital adequacy are monitored by management on an ongoing basis.

Concern Consideration

6 unchanged sentences

Company’s fiscal year ends on December 31.

The consolidated financial statements presented herein are for the year ended December

present, the Company has four members of the Board of Directors.

The consolidated financial statements presented herein are as of and for the three and

six months ended June 30, 2026.

On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary

of State of the State of Delaware effecting the reverse stock split, with any resulting fractional share rounded up to the nearest whole

share for each holder of record.

The Financial Industry Regulatory Authority announced the reverse stock split on its Daily List on July

9, 2026, and the reverse stock split became effective, and the Company’s Common Stock began trading on a post-split basis, at the open

of business on July 10, 2026.

The number of authorized shares of Common Stock was not affected by the reverse stock split.

In accordance with ASC 260-10-55-12 and SEC Staff Accounting Bulletin Topic 4C, because the reverse stock split became

effective after June 30, 2026 but before these consolidated financial statements were issued, all share and per-share amounts in these

consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all

periods presented.

The retroactive adjustment reduced the number of shares of Common Stock issued and outstanding at June 30, 2026 and

December 31, 2025 from

423,084,729 to

4,230,868 , after rounding fractional shares up to the nearest whole share for each

holder of record, reduced the par value of Common Stock from $ 42,308 to $ 423

with the difference of $ 41,885

reclassified to additional paid-in capital, and correspondingly

adjusted weighted average shares outstanding and earnings per share for each period presented.

The reverse stock split had no effect

on total stockholders’ equity, total assets, total liabilities, net income (loss), or cash flows for any period presented.

At present, the Company has four members of the Board of Directors.

Eaglstein is the acting Chairman of the Company.

Eaglstein and Imran Firoz are the company’s executive directors and officers.

Kundnani is considered an executive director

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

Eaglstein and Imran Firoz are the Company’s executive directors

and officers.

Kundnani is not an independent director because he beneficially owns more than 10% of the Company’s outstanding

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

14 unchanged sentences

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

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

been no activity in Xoala Asia for the three and six months ended June 30, 2026.

Establishment

3 unchanged sentences

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

Change of Alchemytech Ltd.

June 2026, Alchemytech Ltd.

changed its name to T.I.C.G.

Integrated Solutions Ltd.

The name change did not affect

the Company’s ownership of, or the nature of the services provided by, that subsidiary.

AP Cyprus Ltd.

Asia holds 100 % of Xoala AP Cyprus Ltd.

(“XOA, Cyprus”), a Cyprus-incorporated subsidiary that provides intra-group treasury

and payment-processing services.

Under the intra-group exemption in Section 3(3)(n) of the Cyprus Payment Services Law, no Central Bank

of Cyprus payment institution or electronic money institution license is required for XOA, Cyprus.

of Alchemy Markets (Cayman) Ltd.

May 1, 2026, the Company entered into a Share Purchase Agreement with Mr.

Raymond Yip, who held the shares subject to the direction of

Kundnani, a Director and majority shareholder of the Company, to acquire all 100 issued and outstanding shares of Alchemy

Markets (Cayman) Ltd.

(“AML Cayman”), a Cayman Islands company incorporated on November 7, 2017 and licensed and regulated

by the Cayman Islands Monetary Authority (“CIMA”) under License No.

1612590 to conduct securities investment business.

Cayman holds a Broker/Dealer license, which authorizes it to buy, sell, subscribe for, or underwrite securities.

aggregate purchase price is $ 250,000 , payable in two installments:

a closing payment of $ 70,000 due within thirty (30) days of execution

of the Share Purchase Agreement, and a regulatory payment of $ 180,000 due within five (5) business days following receipt of CIMA approval

of the change of control.

In addition, the Company agreed to pay the seller $ 107,758 in respect of the regulatory own funds capital of

May 19, 2026, CIMA granted conditional approval under Section 8(1) of the Securities Investment Business Act (2020 Revision) for the

change in the shareholding and control of AML Cayman, resulting in a change of the ultimate beneficial owner from Mr.

Raymond Yip to

Gope Shyamdas Kundnani.

The conditional approval requires the licensee to deliver specified board resolutions, director due diligence

documentation, an updated register of members, and an updated business plan including outsourcing arrangements, in each case within one

(1) month of approval.

The transfer of the 100 shares from Mr.

Yip to the Company was entered in AML Cayman’s register of members

on June 19, 2026, from which date the Company became the sole legal and beneficial owner of AML Cayman.

AML Cayman was under the control of Mr.

Kundnani both before and after the transfer, the transaction is a transfer of an entity under

common control and has been accounted for in accordance with ASC 805-50, Business Combinations — Related Issues.

The assets and

liabilities of AML Cayman have accordingly been recorded at the transferor’s historical carrying values, applied prospectively

from the date of transfer, consistent with the Company’s treatment of its other transfers of entities under common control described

No goodwill or intangible asset was recognized in connection with the transfer, and no fair value measurement of the assets

acquired or liabilities assumed was performed.

AML Cayman conducted no material operations during the period, and its results of operations

for the six months ended June 30, 2026 have been included in the consolidated statements of operations;

the amounts attributable to the

period prior to the transfer are not material to the Company’s consolidated results of operations for any period presented.

Consideration

for the acquisition was $ 250,000 .

The consideration was paid directly to the seller by Mr.

Kundnani, a Director and majority

shareholder of the Company, on the Company’s behalf, and has been recorded as a capital contribution to additional paid-in capital.

The Company made no cash payment in respect of the acquisition, and accordingly the acquisition is reflected as a non-cash transaction

and is not presented within investing activities in the condensed consolidated statement of cash flows.

The seller has been settled in

The Company is in the process of finalizing its determination of the fair values of the assets acquired and liabilities assumed

as of the acquisition date.

Accordingly, the amounts recognized in respect of the acquisition are provisional and may be adjusted during

the measurement period in accordance with ASC 805-10-25-13 through 25-19, which may not exceed one year from the acquisition date.

Company expects to complete the purchase price allocation, including the determination of any goodwill or intangible assets recognized,

prior to the filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)

Cayman is licensed to conduct securities investment business and, in the period from the acquisition date through June 30, 2026, did

not conduct material brokerage operations.

For the six months ended June 30, 2026, AML Cayman contributed revenue of $ 149,769 , general

and administrative expenses of $ 107,846 , and net income of $ 41,195 , representing approximately 0.6 % of consolidated total revenue, 1.3 %

of consolidated general and administrative expenses, and 0.3 % of consolidated net income, respectively.

Change of Alchemy Markets Ltd.

June 1, 2026, the Malta Financial Services Authority (“MFSA”) confirmed its no objection to a change in the name of the Company’s

wholly owned Maltese subsidiary, Alchemy Markets Ltd.

(C 56519) (“AML”), to “Crestmark Trading Ltd.” The no objection

takes effect from the date on which the altered certificate reflecting the new name is issued by the Malta Business Registry (“MBR”),

following which the MFSA will issue a revised authorization certificate and annex.

The name change does not affect AML’s ownership,

governance, capital position, or regulated activities, and has no effect on the Company’s consolidated financial statements.

is referred to by its current registered name throughout this Report.

Corporate Actions

7 unchanged sentences

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

and is in effect as of March 31, 2026.

and is in effect as of June 30, 2026.

of Designation of Series B Convertible Preferred Stock

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

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

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

On December 4, 2023, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the

“Series B Certificate of Designation”) with the Secretary of State of the State of Delaware.

The Series B Certificate of Designation

designates 3,000,000

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

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

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

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

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

Nasdaq Stock Market or the New York Stock Exchange .

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

of one hundred

( 100 ) shares of Common Stock for each one share of Series B Convertible Preferred Stock.

Section 4(f) of the Series

B Certificate of Designation provides that the conversion rate is not adjusted for stock dividends, splits, combinations or reclassifications

of the Common Stock .

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

Reorganization

of Alchemy Markets Ltd.

June 16, 2026, the MFSA confirmed, in terms of Article 10 of the Investment Services Act (Malta), its no objection to the transfer of

1,629,999 ordinary A shares in Alchemy Markets Ltd.

(“AML”) from Alchemy Markets Holdings Ltd.

to FDCTech, Inc.

Alchemy Markets

Holdings Ltd.

formed part of a prior ownership structure that the Company inherited on its acquisition of AML and no longer serves a

functional purpose within the group;

the transfer removes it from the ownership chain so that AML is held directly by FDCTech, Inc.

consideration for the transfer is € 100 , reflecting its character as an internal corporate reorganization.

There is no change to

the ultimate beneficial ownership of AML and no change or impact to AML’s governance, capital position, or regulated activities.

Because both entities were under the common control of the Company both before and after the transfer, the reorganization has no effect

on the Company’s consolidated financial position, results of operations, or cash flows for any period presented.

no objection was provided solely from a regulatory viewpoint.

The relevant statutory forms have since been filed with the Malta Business

Registry and the transfer has been completed.

Military Conflict

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continued to file all reports voluntarily.

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

of June 30, 2026, the Company had 4,230,868 shares of Common Stock, 4,500,000 shares of Series A Preferred Stock, and 2,371,844 shares

of Series B Preferred Stock issued and outstanding.

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

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

Series B Preferred

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

accompanying consolidated financial statements include the accounts of FDCTech, Inc.

and its wholly owned subsidiary.

We have eliminated

all intercompany balances and transactions.

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

accounting policies in its financial statements.

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

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

The accompanying consolidated financial statements include the accounts

of FDCTech, Inc.

and its subsidiaries, including subsidiaries in which the Company holds a controlling but less-than-wholly-owned interest.

We have eliminated all intercompany balances and transactions.

The Company has prepared the consolidated financial statements consistent

with the Company’s accounting policies in its financial statements.

The Company has measured and presented the Company’s consolidated

financial statements in US Dollars, which is the currency of the primary economic environment in which the Company operates (also known

as its functional currency).

Financial Statement Preparation and Use of Estimates

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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.

of Previously Issued Financial Statements

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

ended March 31, 2025.

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

rather than for the current quarter.

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

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

of cash flows were misstated.

to the issuance of its unaudited condensed consolidated financial statements for the three months ended March 31, 2026 (originally filed

on Form 10-Q on May 15, 2026, and restated by Amendment No.

1 on Form 10-Q/A filed June 8, 2026), management of the Company identified

errors in those financial statements.

As previously disclosed in a Current Report on Form 8-K filed under Item 4.02 on June 8, 2026,

the Board of Directors, after consultation with management and LAO Professionals (“LAO”), the Company’s independent

registered public accounting firm, concluded that the Company’s previously issued unaudited condensed consolidated financial statements

as of and for the three months ended March 31, 2026 should no longer be relied upon.

The Company has restated the accompanying condensed

consolidated financial statements in accordance with ASC Topic 250, “Accounting Changes and Error Corrections.” The restatement

reflects the following adjustments:

General and administrative expense — consolidated general and administrative expense was reduced from $ 4,324,900 as originally

filed to $ 4,321,313 as restated, a decrease of $ 3,587 , arising from an update to the parent company operating lease.

The correction increases

operating income, income before provision for income taxes, and net income by $ 3,587 .

Sign and footing error within total other income (expense) — the net interest and recharge line was reported as expense of $( 132,492 )

as originally filed.

This line is properly net income of $ 132,448 , as it is dominated by income items, principally AML recharge income

and bank and note interest income across APL, AML, and ADS, which exceed gross interest expense.

As originally filed, the components

of other income (expense) did not foot to the reported total;

correcting the sign causes the restated components to foot to the total,

which is unchanged at $ 14,611 .

There is no effect on net income.

Net income attributable to noncontrolling interest (ASC 810-10) — net income attributable to the noncontrolling interest of $ 6,241 ,

reflecting the noncontrolling holders’ share of subsidiary results (principally the 49 % noncontrolling interest in AD Advisory

Services Pty Ltd.), was $ 0 as originally filed.

Combined with the $ 3,587 increase in consolidated net income described in (a), net income

attributable to FDCTech, Inc.

changes from $ 6,869,920 as originally filed to $ 6,867,266 as restated, a decrease of $ 2,654 .

Balance sheet corrections and reclassifications — the principal adjustments are:

cash and cash equivalents $( 4,429,781 ) , reflecting

the elimination of an intercompany cash position;

related party receivable +$ 4,865,084 , reflecting a one-sided intercompany residual

reclassified to related party receivable;

right of use (lease) +$ 98,124 and operating lease liabilities (current, $( 42,356 ) ;

$( 143,803 ) ), reflecting the parent operating lease update;

trade receivable of $ 88,986 presented separately;

and related adjustments

to acquired intangible assets, related party advances, accrued expenses, accrued interest, additional paid-in capital, accumulated other

comprehensive income (loss), and accumulated surplus (deficit), as set forth in the reconciliation below.

Total assets and total liabilities

and stockholders’ equity each increased by $ 611,895 , and the balance sheet remains in balance.

Intercompany rebate revenue (presentation) — rebate income of $ 804,664 (€ 687,311 ) earned by Alchemy Markets Ltd.

International Ltd.

continues to be presented as external revenue, consistent with prior filings.

This presentation has no effect on total

revenue, operating income, net income, or the balance sheet as restated.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

following tables reconcile the amounts as originally filed (Form 10-Q, filed May 15, 2026) to the amounts as restated.

The share and

per-share amounts in the reconciliation tables below are presented on a pre-reverse-stock-split basis, consistent with the amounts as

previously reported, and have not been retroactively adjusted for the reverse stock split described in Note 1:

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Balance Sheet — March 31, 2026

Originally Filed

Cash and cash

equivalents (including restricted cash)

( 4,429,781 )

Accounts receivable, net

Prepaid – current

Related party receivable

Prepaid – non-current

Fixed assets, net

Capitalized software, net

Investment through subsidiary

Accrued income

Acquired intangible assets

Tax receivable

Other trade and tax receivable

Fair value of trading positions

for the firm, profit

Right of use (lease)

Accounts payable

Line of credit

Accrued expenses, related

Business acquisition loan

Related party advances

Client funds payable

Operating lease liability,

Other current liabilities

Deferred tax liabilities

SBA loan – non-current

Operating lease liability

– non-current

Accrued interest – non-current

Total liabilities

Series A Preferred stock

Series B Preferred stock

Additional paid-in capital,

Common and Series A Preferred

Subscription receivable

( 8,000,000 )

Additional paid-in capital,

Series B Preferred stock

Accumulated other comprehensive

income (loss)

Accumulated surplus (deficit)

Total FDCTech,

stockholders’ equity (deficit)

Noncontrolling interest

Total liabilities

and stockholders’ equity (deficit)

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Statement of Operations — Three Months Ended March 31, 2026

Originally Filed

cost of sales

operating expenses

income (loss)

other income (expense)

(loss) before provision for income taxes

for income taxes

income (loss)

income (loss) attributable to noncontrolling interest

income (loss) attributable to FDCTech, Inc.

the reconciliation above, cash and cash equivalents is presented inclusive of restricted cash;

as restated at March 31, 2026, the $ 32,461,760

comprises cash and cash equivalents of $ 4,122,505

and restricted cash (client funds, segregated) of $ 28,339,255 ,

presented as separate line items on the consolidated balance sheet, with a corresponding client funds payable of $ 28,339,255 .

* $42,308 (before reverse split) to $423 (after reverse split).

and Cash Equivalents

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For US financial

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

institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of June 30, 2026.

However, as of December

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

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

June 30, 2026, and December 31, 2025, the Company had $ 25,884,495 and $ 17,669,749 in total cash, cash equivalents, and restricted cash

(client funds segregated) held at financial institutions.

Cash — Client Funds Segregated

Company’s regulated brokerage subsidiaries — Alchemy Markets Ltd.

(Malta, MFSA-licensed), Alchemy Prime Limited (United Kingdom,

FCA-licensed), and Alchemy International Ltd.

(Seychelles, FSA-licensed) — hold cash on behalf of clients in segregated bank accounts

in accordance with the client-money rules of their respective regulators.

These segregated client funds are not available for general

corporate use and are matched by a corresponding liability presented as “Client funds payable” on the consolidated balance

In accordance with ASC 230-10-50-8 and SEC Staff Accounting Bulletin Topic 11.M, these balances are classified as restricted

cash and presented as a separate line item on the consolidated balance sheets under the caption “Restricted cash (client funds,

segregated).”

following table reconciles the components of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets

to the total amounts shown in the consolidated statements of cash flows:

OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash

Restricted cash (client funds,

cash equivalents, and restricted cash

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

The Company’s accounts receivable

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

course of business.

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

The Company’s accounts receivable arise principally from

brokerage commissions, rebates, and technology service fees earned from counterparties and customers in the ordinary course of business.

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

The Company evaluates the collectability of its accounts

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

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

The allowance is determined based on a review of specific

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

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

Account balances are charged against the allowance after all

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

Recoveries of receivables previously

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

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

for doubtful accounts of $ 0

and $ 22,382 .

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

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

Company evaluates the collectability of its accounts receivable on an ongoing basis and maintains an allowance for doubtful accounts

at a level management believes to be sufficient to absorb estimated losses inherent in the receivable portfolio as of the balance sheet

The allowance is determined based on a review of specific accounts considered to be at risk, taking into consideration the age

of the receivable, the financial condition and payment history of the counterparty, current economic conditions, and other relevant factors.

Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for

recovery is considered remote.

Recoveries of receivables previously written off are recorded as a reduction to bad debt expense in the

period the amounts are received.

of June 30, 2026 and December 31, 2025, accounts receivable were $ 177,775 and $ 188,415 , respectively, in each case net of an allowance

for doubtful accounts of $ 22,382 and $ 22,382 .

No provision for doubtful accounts was recorded during the three and six months ended June

30, 2026 or June 30, 2025, and management believes the allowance is adequate to cover expected credit losses as of June 30, 2026.

Marketing, and Advertising

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

Company incurred $ 404,302 and

$ 276,204 in sales, marketing, and

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

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

Company incurred $ 214,085 and $ 293,937 in sales, marketing, and advertising costs (“sales and marketing”) for the three months

ended June 30, 2026, and 2025, respectively, and $ 618,387 and $ 570,141 for the six months ended June 30, 2026, and 2025, respectively.

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

press releases, and public relations activities.

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

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

months ended March 31, 2026.

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

Sales and marketing expense decreased for the three months ended June 30, 2026, reflecting

a shift toward lower-cost digital channels, while the six-month increase is primarily attributable to expanded promotional and marketing

activities supporting the Company’s broader brokerage and technology client base.

marketing, and advertising expenses represented approximately 1.23 % and 5.42 % of revenues for the three months ended June 30, 2026, and

2025, respectively, and approximately 1.89 % and 5.00 % of revenues for the six months ended June 30, 2026, and 2025, respectively.

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

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As a result, the Company

accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from

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

accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue

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

the contract or contracts and subsequent amendments with the customer.

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

Company adopted ASC 606 using the modified retrospective method applied to all contracts

not completed as of January 1, 2019.

The Company presents results for reporting periods beginning

after January 1, 2019, under ASC 606, while prior period amounts are reported following legacy

In addition to the above guidelines, the Company also considers implementing guidance

on warranties, customer options, licensing, and other topics.

The Company considers revenue

collectability, methods for measuring progress toward complete satisfaction of a performance

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

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Company adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019.

presents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following

In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing,

and other topics.

The Company considers revenue collectability, methods for measuring progress toward complete satisfaction of a performance

obligation, warranties, customer options for additional goods or services, non-refundable upfront fees, licensing, customer acceptance,

and other relevant categories.

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

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

the contract has

commercial substance.

the contract has commercial

The Company will collect all of the considerations.

Revenue is recognized when performance obligations are

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

The Company fixes the transaction price for goods and services

at contract inception.

Revenue is recognized when performance obligations are satisfied by transferring

control of the promised service to a customer.

The Company fixes the transaction price for goods and services at contract inception.

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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with a customer.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (continued)

Company’s standard performance obligations include the following:

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Licensing agreements

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

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

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

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The pattern of revenue recognition is determined

based on when the Customer obtains control of the promised good or service, which for advisory services is typically throughout the contract,

and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in time when

the transaction is executed, or the service is rendered.

If we receive payments before services, we defer and recognize them as revenue

when we are satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory accounts for which

we are the licensed investment advisor.

based on when the Customer obtains control of the promised good or service, which, for advisory services, is typically throughout the

contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point in

time when the transaction is executed, or the service is rendered.

If we receive payments before services, we defer and recognize them

as revenue when we are satisfied with our performance obligation.

Advisory revenue includes fees charged to clients in advisory accounts

for which we are the licensed investment advisor.

We bill advisory fees weekly.

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Malta Financial Services Authority (MFSA) regulates Alchemy Malta

with authorized countries, including Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany,

Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Liechtenstein, Netherlands, Norway, Poland, Portugal, Romania, Slovakia,

Slovenia, Spain, Sweden.

in 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 Alchemy UK in authorized countries, including England, Scotland,

Wales, and Northern Ireland.

Company operates its brokerage business in two segments:

retail and institutional (“clients” or “customers”).

Through its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse

range of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”)

on currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options.

The FCA defines a retail customer as a client who is not a professional or an eligible counterparty.

A professional client is an entity

that must be authorized or regulated to operate in the financial markets.

According to the MFSA, a retail client is a client who is not

a professional client or an eligible counterparty.

A professional client possesses the knowledge, experience, and expertise to assess

risks and make informed investment decisions.

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

The Company serves two client channels within its brokerage business:

and institutional (“clients” or “customers”).

Through its retail and institutional segment, the Company provides

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

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

bonds, and interest rate products, as well as OTC options.

The FCA defines a retail customer as a client who is not a professional or

an eligible counterparty.

A professional client is an entity that must be authorized or regulated to operate in the financial markets.

According to the MFSA, a retail client is a client who is not a professional client or an eligible counterparty.

A professional client

possesses the knowledge, experience, and expertise to assess risks and make informed investment decisions.

recognize Investment and Brokerage revenue through the principal model following the guidance outlined in ASC 606, Revenues from Contracts

with Customers.

The Company primarily generates revenue through market-making and trading execution services for its clients, known as

Brokerage (Trading) Revenues.

The Brokerage (Trading) revenue is the Company’s largest source of revenue.

Brokerage (Trading) revenue

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

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

metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products.

Investment and Brokerage Revenues.

The Investment and Brokerage revenue is the Company’s largest source of revenue.

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

OTC trading includes forex trading (“forex”),

precious metals trading, CFDs, and spread betting (in markets that do not prohibit such transactions), as well as other financial products.

realize gains or losses when we liquidate customer transactions.

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on the Consolidated Balance Sheets.

We record changes in net unrealized gains or losses in Brokerage (Trading) revenue on the Consolidated

We record changes in net unrealized gains or losses in Investment and Brokerage revenue on the Consolidated

Statements of Operations and Comprehensive (Loss)/Income.

We record Brokerage (Trading) revenue on a trade date basis.

We record Investment and Brokerage revenue on a trade date basis.

also generate business through an agency model by earning commissions and spreads for executing customer trades.

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of Credit Risk

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

of three months or less at the date of acquisition.

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

domestic and foreign.

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

three months or less at the date of acquisition.

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

For balances held at U.S.

financial institutions, such balances did not exceed Federal Deposit Insurance

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

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

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

jurisdictions.

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

and $ 17,669,749 of

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

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

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

Margin Brokerage, Wealth

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

The Payment Intermediary Services segment is in the

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

The increase in revenues during the

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

financial institutions, such balances did not exceed Federal Deposit Insurance Corporation (“FDIC”)

limits as of June 30, 2026.

As of June 30, 2026, and December 31, 2025, the majority of the Company’s cash was held with non-FDIC

financial institutions located in Malta, the United Kingdom, and other foreign jurisdictions.

As of June 30, 2026, and December 31, 2025,

the Company had $ 25,884,495 and $ 17,669,749 of total cash, cash equivalents, and restricted cash (client funds segregated) held at financial

institutions.

the three months ended June 30, 2026, and 2025, the Company generated $ 17,472,536 and $ 5,419,791 in revenues, respectively, representing

an increase of approximately 222.4 % over the prior-year period.

For the six months ended June 30, 2026, and 2025, the Company generated

$ 32,687,028 and $ 11,396,739 in revenues, respectively, representing an increase of approximately 186.8 % over the prior-year period.

Company’s revenues are derived from four operating segments:

Margin Brokerage, Wealth Management, Technology and Software Development,

and Payment Intermediary Services.

The Payment Intermediary Services segment is in the start-up phase and did not generate revenues during

the three and six months ended June 30, 2026, or 2025.

The increase in revenues during the three and six months ended June 30, 2026,

was primarily attributable to trading revenues generated by AIL.

and Development (R and D) Cost

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

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

The R and D costs in the previous period

were based on an evaluation of the technological feasibility costs of the Condor Investing and Trading App.

three and six months ended June 30, 2026, and 2025, the Company incurred R and D costs of $ 0 and $ 0 .

The R and D costs in the previous

period were based on an evaluation of the technological feasibility costs of the Condor Investing and Trading App.

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

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as expenses when incurred.

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

Alkoby, et al.

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

The claimants are

Asher Alkoby and other former shareholders of Alchemy Markets Ltd.

(“AML”), a Malta-incorporated broker that FDCTech purchased

in June 2023.

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

deficiencies and was fined by the Financial Intelligence Analysis Unit.

external audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in the

net capital of the company being lower than disclosed during negotiations.

Based on these findings, FDCTech withheld the final payment

to the sellers.

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

to rectify to make it legally enforceable.

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

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

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

to amend their claim to include a third claimant.

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

was served May 9, 2025.

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

the trial, which will take place in November 2026.

Intelligenceline.com, Fintelegram.com, et al.

action is pending in the Superior Court of California, County of Orange.

FDCTech alleges that the defendants, through their websites

Intelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,

illegal conduct, and regulatory violations.

The Company claims these statements have caused significant reputational and financial harm,

including lost business opportunities.

FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment

for the removal of defamatory content.

complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief.

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

A hearing took place on December 15, 2025, at the

Company’s motion.

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

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

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

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

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

(formerly NSFX Limited),

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

The examination

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

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

as the law on which it was based, asserting that the penalty is arbitrary and excessive, and claiming that certain aspects of the decision

are unfounded both by law and in fact.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed by

The case is in the evidentiary production stage pertaining to the Company as appellant.

On October 24, 2025, a hearing was held

for the Company to continue presenting evidence.

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

witnesses for February 2, 2026, and then for April 15 2026, heard before Madam Justice Rachel Montebello, following which the matter will be adjourned for

final legal submissions.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

constitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same

September 23, 2023, FIAU decision described above.

The Company filed this application on April 2, 2024, challenging:

(i) the composition

of the FIAU and its enabling law;

(ii) the decision-making processes which allegedly breach the Company’s fundamental human right

to a fair hearing;

and (iii) that given the penal nature of the penalty, in breach of the Constitution of Malta, the Company was not

adjudged by an independent court.

The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.

first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim.

The First Hall

Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties being imposed by the

FIAU are more akin to a penal sanction and that, therefore, subject persons should be afforded the full rights afforded to an

accused under criminal law and has consistently quashed FIAU decisions on this basis.

While these judgments are, in most part,

subject to further appeal before the Constitutional Court of Appeal and have, in two instances, been overturned by the

Constitutional Court of Appeal, the Company considers that the principles underpinning such previous judgments are applicable to the

The case remains pending as of January 21, 2026;

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

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

The Company is currently awaiting the Court’s final

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

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

However, litigation

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

a description of the legal proceedings to which the Company and its subsidiaries are a party, see Note 8, Commitments and Contingencies

— Pending Litigation.

of Long-Lived Assets

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There were no impairment

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

charges as of June 30, 2026, and December 31, 2025.

for Income Taxes

3 unchanged sentences

the enacted tax rates applicable each year.

NOTE 2 - SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES (continued)

Company utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”).

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

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

See Note 14 for more details.

Development Costs

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

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

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

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

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

The Company established the technological feasibility

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

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

Investing and Trading App in January 2021.

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

The Company is continuing to develop the Condor Investing

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

development cost policy.

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

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

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

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

The Company also capitalizes major costs incurred

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

Costs incurred

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

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

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

Property and Equipment, Net;

Property and equipment are stated at cost, less accumulated

depreciation.

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

from three 3 to five

years for computer equipment, furniture, and office equipment.

Leasehold improvements, if any, are amortized over the shorter

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

Expenditures for repairs and maintenance that do not extend the

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

the functionality of an asset are capitalized.

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

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

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

and $ 199,058 , respectively.

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

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

accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, software development costs, including expenses incurred

to develop software that is sold, leased, or otherwise marketed, are capitalized after the establishment of technological feasibility,

to the extent such costs are significant.

The Company amortizes capitalized software development costs using the straight-line method

over the estimated useful life of the application software.

Costs incurred prior to the establishment of technological feasibility are

expensed as research and development costs in the period incurred.

Company established the technological feasibility of the Condor FX Back Office, the Condor Pro Multi-Asset Trading Platform Version,

and the Condor Pricing Engine by the end of February 2016.

The Company established the technological feasibility of the Digital Assets

Web Trader Platform in February 2018 and of the Condor Investing and Trading App in January 2021.

The Company estimates the useful life

of each application software to be three ( 3 ) years.

Company is continuing to develop the Condor Investing and Trading App and is currently capitalizing the costs associated with such development

in accordance with the Company’s software development cost policy.

Research and development costs incurred during the period ended

September 30, 2022, were incurred in connection with evaluating the technological feasibility of the Robo Advice Platform, and research

and development costs incurred during the period ended December 31, 2022, were incurred in connection with evaluating the technological

feasibility of the Condor Investing and Trading App.

There were no research and development costs incurred during the three and six months

ended June 30, 2026, or 2025.

Company also capitalizes major costs incurred during the application development stage for internal-use software in accordance with ASC

350-40, Internal-Use Software.

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

of June 30, 2026, and December 31, 2025, capitalized software, net of accumulated amortization, was $ 1,879,461 and $ 1,480,246 , respectively.

and Equipment, Net;

and equipment are stated at cost, less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated

useful lives of the related assets, which range from three 3 to five years for computer equipment, furniture, and office equipment.

improvements, if any, are amortized over the shorter of the estimated useful life of the asset or the remaining lease term.

for repairs and maintenance that do not extend the useful life of the related asset are charged to expense as incurred, while expenditures

that materially extend the useful life or improve the functionality of an asset are capitalized.

Upon retirement or disposal, the cost

and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the consolidated

statements of operations.

of June 30, 2026, and December 31, 2025, property and equipment, net of accumulated depreciation, were $ 180,424 and $ 199,058 , respectively.

Depreciation expense was $ 45,695 and $ 43,276 for the three months ended June 30, 2026, and 2025, respectively, and $ 92,338 and $ 82,108

for the six months ended June 30, 2026, and 2025, respectively, and is included in operating expenses in the consolidated statements

of operations.

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

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the year in which the change occurs.

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

into US$ 1.00 at the following exchange rates for the respective dates:

functional currency of ADS is the Australian Dollar (AUD), the functional currency of AML and ATECH is the Euro (EUR), and the functional

currency of APL is the British Pound (GBP).

The Company’s remaining subsidiaries are U.S.

dollar functional and accordingly give

rise to no translation adjustment.

We have translated AUD, EUR, and GBP into US$ 1.00 at the following exchange rates for the respective

exchange rate at the reporting end date:

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exchange rate for the period:

June 30, 2026

June 30, 2025

Foreign currency exchange rate, translation

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and Diluted Income (Loss) per Share

The Company computes earnings per share in accordance

with ASC 260, Earnings Per Share.

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

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

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

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

Common stock equivalents are excluded

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

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

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

and 422,229,173 , respectively.

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

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

respectively.

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

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

Accordingly, basic and diluted earnings per share

are the same for each period presented.

Company computes earnings per share in accordance with ASC 260, Earnings Per Share.

Basic earnings per share (“EPS”) is computed

by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average number of shares of common

stock outstanding during the period.

Diluted earnings per share is computed by dividing net income (loss) attributable to the Company’s

common stockholders by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during

Common stock equivalents are excluded from the computation of diluted earnings per share when their effect would be antidilutive.

the three and six months ended June 30, 2026 and 2025, the weighted average number of shares of common stock outstanding, used to compute

basic earnings per share, was 4,230,868 for each period presented.

See Note 13 — Earnings Per Share for the computation of, and

the reconciliation of the numerators and denominators used in, basic and diluted earnings per share for the periods presented.

Reclassifications

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Accounting Pronouncements

May 2014, the FASB issued ASU No.

2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition

requirements in Topic 605, Revenue Recognition, including most industry-specific requirements.

ASU 2014-09 establishes a five-step revenue

recognition process;

an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

ASU 2014-09 also requires enhanced

disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows from customers’ contracts.

2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606):

Deferral of the Effective Date, which defers the

effective date of ASU 2014-09 by one (1) year.

The Company adopted ASC 606 using the modified retrospective method, applying it to all

contracts not completed as of January 1, 2019.

The Company presents results for reporting periods beginning after January 1, 2019, under

ASC 606, while prior period amounts are reported in accordance with legacy GAAP.

Refer to Note 2, Revenue from Major Contracts with Customers,

for further discussion on the Company’s accounting policies for revenue sources within the scope of ASC 606.

Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”)

for applicability and impact on its consolidated financial statements.

Because the Company ceased to qualify as an emerging growth company

effective December 31, 2022, the Company applies the effective dates applicable to public business entities.

The Company’s accounting

policy for revenue recognition under ASC 606, Revenue from Contracts with Customers , which the Company adopted effective January

1, 2019 using the modified retrospective method, is described under Revenue from Major Contracts with Customers above.

Adopted Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which

requires public entities to disclose significant segment expenses regularly provided to the chief operating decision maker, an amount

and description of other segment items, and additional segment information.

The Company adopted ASU 2023-07 effective January 1, 2024,

on a retrospective basis.

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

the Company’s segment disclosures.

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 annual income tax disclosures and did not affect the Company’s consolidated

financial position, results of operations, or cash flows.

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

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

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

Scope Application of Profits Interest

and Similar Awards , which provides guidance on determining the appropriate accounting treatment for the issuance of profits interest

units and similar 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.

March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts 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.

March 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.

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 adopted ASU 2024-04 effective

January 1, 2026.

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

had no induced conversions of convertible debt instruments during the periods presented.

Issued Accounting Pronouncements Not Yet Adopted

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.

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.

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.

NOTE 2 - SUMMARY OF

SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

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.

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

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.

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 applies.

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

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

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.

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

MANAGEMENT’S PLANS

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

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

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

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

and $ 3,120,795 ,

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

and $ 14,883,171 ,

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

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

As of June 30, 2026, and December 31, 2025, the Company

had an accumulated surplus of $ 17,979,684 and $ 3,401,487 , respectively, and a working capital surplus of $ 33,063,252 and $ 17,831,410 ,

respectively.

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

and $ 104,548 ,

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

over the prior period.

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

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

continued operating leverage on a largely fixed cost base.

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

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

as of March 31, 2026.

Management has evaluated the Company’s ability

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

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

In performing this evaluation as of the

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

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

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

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

Based on this evaluation, management has concluded

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

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

Accordingly, these consolidated

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

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

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

the three months ended June 30, 2026, and 2025, the Company generated net income (loss) of $ 7,676,005 and $ ( 425,456 ) , respectively, and

total revenues of $ 17,472,536 and $ 5,419,791 , respectively, representing an increase in revenues of approximately 222.4 % over the prior-year

For the six months ended June 30, 2026, and 2025, the Company generated net income (loss) of $ 14,549,512 and $ ( 111,334 ) , respectively,

and total revenues of $ 32,687,028 and $ 11,396,739 , respectively, representing an increase in revenues of approximately 186.8 % over the

prior-year period.

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

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

operating leverage on a largely fixed cost base.

The accumulated surplus increased from $ 3,401,487 as of December 31, 2025, to $ 17,979,684

as of June 30, 2026, and the working capital surplus increased from $ 17,831,410 as of December 31, 2025, to $ 33,063,252 as of June 30,

has evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”)

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

In performing

this evaluation as of the date these consolidated financial statements are issued, management considered, among other factors, the Company’s

significantly improved results of operations during the three and six months ended June 30, 2026, including the revenue growth, profitability,

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

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

Based on this evaluation, management

has concluded that no conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to

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

these consolidated financial statements have been prepared on a going concern basis, and no adjustments have been made to the carrying

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

of June 30, 2026, the Company had a cash and restricted cash balance of $ 25,884,495 (inclusive of segregated client funds of $ 7,699,708 ),

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

8 unchanged sentences

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

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

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

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

To support long-term growth, the Company

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

In addition, the

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

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

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

that the offering will be consummated.

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

its diversified portfolio of technology solutions, realizing operating synergies from the continued integration of its acquired subsidiaries,

and working toward sustainable positive cash flow from operations.

To support long-term growth, the Company also intends to invest in

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

In addition, the Company is pursuing a potential

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

If completed, the proceeds

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

however, the completion, timing,

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

be consummated.

CAPITALIZED SOFTWARE COSTS

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

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

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

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

No software amortization

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

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

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

International Ltd.

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

the ongoing development of the Condor Investing and Trading App.

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

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

Amortization will be recognized on a straight-line basis over

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

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

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

of June 30, 2026, and December 31, 2025, the unamortized balance of capitalized software, including capitalized software of the Company’s

subsidiaries, was $ 1,879,461 and $ 1,480,246 , respectively.

During the six months ended June 30, 2026, the Company capitalized $ 399,215

of software development costs.

No software amortization expense was recognized during the three and six months ended June 30, 2026, or

2025, as the underlying software assets had not yet been placed in service.

substantial portion of the $ 1,879,461 capitalized software balance as of June 30, 2026 relates to (i) software assets added in connection

with, or shortly after, the acquisition of Alchemy International Ltd.

(the change of control of which was approved on October 29, 2025,

and which closed on November 11, 2025), and (ii) the ongoing development of the Condor Investing and Trading App.

As of June 30, 2026,

the related software assets had not yet been placed in service, and accordingly, the Company has not commenced amortization.

will be recognized on a straight-line basis over the estimated three ( 3 ) year useful life upon the date each underlying software asset

is placed in service.

Company has estimated aggregate amortization expense for each of the succeeding fiscal years based on the estimated three ( 3 ) year useful

life of the underlying software assets, commencing in the fiscal period in which such assets are placed in service.

RELATED PARTY TRANSACTIONS

4 unchanged sentences

Company’s principal related parties are:

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

Kundnani, a Director

of the Company and, as of June 30, 2026, the beneficial owner

shares of common stock ( 42.54 %),

4 unchanged sentences

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

Kundnani, including Alchemy

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

(Labuan, Malaysia), and

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

Kundnani, including Alchemy DMCC (United Arab Emirates),

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

(Labuan, Malaysia), and other Kundnani-affiliated sister

entities, all of which are sister entities to the Company and not part of the consolidated

and (iv) Sync Capital Limited (Seychelles), a shareholding company controlled and owned by Mr.

Kundnani, which holds the seller

financing obligation described below and in Note 7.

Party Receivables

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

during the three months ended March 31, 2026.

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

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

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

and Alchemy Prime Limited;

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

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

entity controlled by Mr.

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

payment institutions.

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

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

FXIFY Markets Ltd.

described above at FDCTech, Inc.

party receivables totaled $ 21,783,493 as of June 30, 2026, compared to $ 40,090,051 as of December 31, 2025, a net decrease of $ 18,306,558

during the six months ended June 30, 2026.

The largest counterparty is ACM, with $15,294,937 at June 30, 2026, compared with $30,918,736 at March 31, 2026,

the reduction reflecting the June 30, 2026 settlement of intercompany balances.

Other counterparties at June 30, 2026 are FXIFY at $3,171,275,

FXPig Vanuatu at $1,894,365, Alchemy Global at $1,602,724, Alchemy DMCC at $(1,219,344), shareholders and directors at $307,788, Sync

Capital at $212,641, Steven FS / BTFS at $146,691, Xoala Digital Poland at $(116,000) and Next Markets Limited at $98,224.

Other related-party

balances, together with intercompany differences and amounts pending reclassification that are not yet allocated to a counterparty, totaled

RELATED PARTY TRANSACTIONS (continued)

of December 31, 2025, the related party receivable balance was comprised primarily of approximately $ 35.8 million carried by AIL representing

current account receivables from ACM and related affiliates, as further described in the Company’s Annual Report on Form 10-K/A

for the fiscal year ended December 31, 2025, supplemented by the loan receivable from FXIFY Markets Ltd.

described above at FDCTech,

Party Advances Payable

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

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

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

FDCTech, Inc.

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

Company’s other subsidiaries.

The December 31, 2025 balance

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

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

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

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

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

AIL’s counterparty risk exposures.

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

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

as of March 31, 2026.

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

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

party advances payable totaled $ 1,931,797 as

of June 30, 2026, compared to $ 29,197,470 as

of December 31, 2025, a net decrease of $ 27,265,673

during the six months ended June 30, 2026.

As of June 30, 2026,

the $ 1,931,797 balance

was comprised of approximately $ 1.1 million owed to Alchemy DMCC and approximately $ 0.5

million owed to Alchemy Capital Markets, in each case Kundnani-affiliated sister entities, approximately $ 0.2 million owed to Sync Capital,

a shareholding company, and other smaller balances at the Company’s subsidiaries.

The December 31, 2025 balance was comprised primarily of amounts owed by

AIL to Alchemy DMCC, together with amounts owed at the FDCTech, Inc.

parent level and across other subsidiaries, and other smaller balances.

During the three and six months

ended June 30, 2026, related party advances payable decreased by a net $ 27,265,673 .

That movement comprised non-cash extinguishments of

$ 60,096,765 , effected through the set-off and assignment arrangements described below, partially offset by $ 32,831,092 of net cash advances

received from related-party counterparties, which is presented within financing activities in the condensed consolidated statements of

The non-cash arrangements included the transfer back to AIL of certain trading positions previously held with Alchemy DMCC

and other liquidity arrangements designed to manage AIL’s counterparty risk exposures.

As a result of these arrangements, AIL’s

net advance payable to Alchemy DMCC was substantially reduced during the period, and the Company’s aggregate net payable to Alchemy

DMCC decreased from approximately $ 29.1 million as of March 31, 2026 to approximately $ 1.2 million as of June 30, 2026.

The Company held

no net receivable from Alchemy DMCC as of June 30, 2026.

Supplemental Disclosure of Non-Cash Investing

and Financing Activities

The settlement of the related party balances described above was effected without any payment or receipt of cash.

During the three and six months ended June 30, 2026, the Company extinguished a net payable to Alchemy DMCC of $ 28,148,711 , of which $ 5,257,670

was extinguished by assignment of the Company’s liquidity-provider balance with B2B Prime and $ 22,891,041 by offset against related

party receivables.

The Company also extinguished a non-trading payable to Alchemy Capital Markets Ltd.

of $31,948,054 by offset, applied

$54,839,095 against the client-trading receivable due from Alchemy Capital Markets Ltd., and applied rebates due to Alchemy Capital Markets

of $3,422,378 against the same balances.

No cash was paid or received in connection with any of these arrangements, and accordingly

they are excluded from the condensed consolidated statements of cash flows.

Expenses to Related Parties

expenses to related parties totaled $ 997,259

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

as of December 31, 2025.

These amounts primarily represent accrued executive compensation owed to Mr.

Eaglstein, the Company’s

Chief Executive Officer, and Mr.

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

liability company controlled by Mr.

expenses to related parties totaled $ 1,152,784 as of June 30, 2026, compared to $ 532,287 as of December 31, 2025.

These amounts primarily

represent accrued executive compensation owed to Mr.

Eaglstein, the Company’s Chief Executive Officer, and Mr.

Firoz, the Company’s

Chief Financial Officer (through Thinkatalyst LLC, a Delaware limited liability company controlled by Mr.

Firoz), each compensated at

$ 15,000 per month under independent-contractor arrangements.

Q1 2026 Related Party Transactions

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

Related Party Transactions

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

30, 2026 consisted of (i) the continued accrual of executive compensation to Messrs.

Eaglstein and Firoz at $ 15,000

per month each on an independent-contractor basis;

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

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

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

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

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

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

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

There were no material new equity issuances,

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

Eaglstein and Firoz at $ 15,000 per month each on

an independent-contractor basis;

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

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

Kundnani, a Director and majority shareholder

of the Company), in connection with the Company’s acquisition of Alchemy International Ltd., which obligation matures on September

30, 2026 and is repayable from the proceeds of the Company’s contemplated listing of its common stock on a national securities

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

and (iii) net

activity in intercompany trading and rebate balances among the Company’s regulated subsidiaries (AML, APL, and AIL), all of which

were eliminated in consolidation in accordance with ASC 810-10-45-1.

There were no material new equity issuances, loans, or guarantees

to or from related parties during the three and six months ended June 30, 2026.

Cross-Reference

1 unchanged sentence

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

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

(filed April 22, 2026).

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

(as most recently amended by Amendment No.

4 on Form 10-K/A filed July 1, 2026).

LINE OF CREDIT

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

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

The interest rates applicable to cash advances and

other drawn amounts under this line of credit are 12 %

June 2016, the Company obtained an unsecured revolving line of credit of $ 40,000 from Bank of America to fund various business purchases

and travel expenses.

The interest rates applicable to cash advances and other drawn amounts under this line of credit are 12 % and 25 %,

respectively.

1 unchanged sentence

under which no preset borrowing limit applies.

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

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

As of March 31, 2026,

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

and $ 111,352 ,

respectively.

The additional line of credit bears interest on purchases at an average rate of approximately

28 % per annum.

of June 30, 2026, the Company was in compliance with the terms and conditions of each of its lines of credit.

As of June 30, 2026, and

December 31, 2025, the aggregate outstanding balances under the lines of credit were $ 297,862 and $ 111,352 , respectively.

NOTES PAYABLE

Act – Paycheck Protection Program (PPP Note)

May 1, 2020, the Company received proceeds of $ 50,632

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

Economic Security Act (the “CARES Act”).

The PPP Note bears interest at a rate of 1.00 %

May 1, 2020, the Company received proceeds of $ 50,632 from a promissory note (the “PPP Note”) issued under the Paycheck Protection

Program of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The PPP Note bears interest at a rate

of 1.00 % per annum.

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

1 unchanged sentence

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

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

of the PPP Note was $ 0

respectively.

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

under the U.S.

Small Business Administration’s Economic

Injury Disaster Loan (“EIDL”) program.

As of June 30, 2026, and December 31, 2025, the outstanding balance of

the PPP Note was $ 0 and $ 0 , respectively.

May 22, 2020, the Company received proceeds of $ 144,900 under the U.S.

Small Business Administration’s Economic Injury Disaster

Loan (“EIDL”) program.

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

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

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

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

outstanding under the SBA loan was $ 103,552

and $ 105,678 ,

respectively.

Installment payments of $ 707

per month, consisting of both principal and interest, are required, with the remaining principal and interest balance payable thirty

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

As of June 30, 2026, and December 31, 2025, the non-current balance outstanding under

the SBA loan was $ 101,426 and $ 105,678 , respectively.

Acquisition Loan

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

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

and $ 2,350,000 ,

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

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

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

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

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

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

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

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

Kundnani, a Director and majority shareholder of the

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

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

is non-interest-bearing.

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

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

other fixed maturity date has been established.

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

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

shareholder with no net effect on stockholders’ equity.

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

March 31, 2026, or 2025.

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

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

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

repayment terms.

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

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

Management, after consultation with

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

any, beyond the amount currently accrued.

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

An adverse outcome

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

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

of June 30, 2026, and December 31, 2025, the Company had outstanding seller financing obligations incurred in connection with prior business

acquisitions in the aggregate amount of $ 2,350,000 and $ 2,350,000 , respectively, presented as Business acquisition loan on the consolidated

balance sheets.

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

$ 350,000 representing the unpaid portion of the purchase consideration owed to the former shareholders of Alchemy Markets Ltd.

in connection with the Company’s June 2023 acquisition of AML, which amount is currently the subject of litigation as described

$ 2,000,000 representing seller financing provided by Sync Capital Limited, a Seychelles entity controlled and owned by Mr.

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

$ 2,000,000 obligation to Sync Capital Limited is non-interest-bearing.

Pursuant to the terms of the seller financing arrangement, the

obligation, as extended, matures on September 30, 2026 and is expected to be repaid from the proceeds of the Company’s contemplated

listing of its common stock on a national securities exchange (the “Uplisting”).

The Company has not imputed interest on

this obligation, as the lender is a controlling shareholder of the Company, and any imputed interest, if material, would be recognized

as a deemed capital contribution from the controlling shareholder with no net effect on stockholders’ equity.

No payments were

made under this obligation during the three and six months ended June 30, 2026, or 2025.

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

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

There can be no assurance as to the timing or consummation of the Uplisting,

and the Company’s obligation to repay the $ 2,000,000 to Sync Capital Limited will remain outstanding until the earlier of repayment

at its September 30, 2026 maturity or the completion of the Uplisting, unless the parties otherwise agree to alternative repayment terms.

of June 30, 2026, the Company has accrued the $ 350,000 withheld final payment within Business acquisition loan on the consolidated balance

Management, after consultation with legal counsel, is unable to predict the ultimate outcome of the AML Litigation or to estimate

the range of possible additional loss, if any, beyond the amount currently accrued.

Accordingly, no additional accrual has been recorded

as of June 30, 2026.

An adverse outcome in the AML Litigation could result in the Company being required to pay additional amounts to

the Claimants, which could have a material adverse effect on the Company’s results of operations and financial condition in the

period of resolution.

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

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The following discussion summarizes

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

the Company’s significant commitments and contingencies as of June 30, 2026.

June 30, 2026, 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.

30, 2026, the ROU asset was $ 766,338 , current operating lease liabilities were $ 143,802 , and non-current operating lease liabilities

were $ 338,253 , compared to $ 811,038 , $ 165,692 , and $ 364,655 , respectively, at December 31, 2025.

The weighted-average discount rate for

qualifying operating leases 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.

Facility and Other Operating Leases

California, USA (Company’s Headquarters)

October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618.

Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment

Term, also known as “Renewal Term”).

The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.”

The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month

before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”).

The Company is

entitled to use the office and conference space if needed.

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

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

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

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

October 29, 2019, to the present, the Company holds a coworking membership for office space at 200 Spectrum Center Drive,

Suite 300, Irvine, CA 92618, on a month-to-month basis.

The membership provides access to shared office and meeting facilities on an as-needed

basis rather than a dedicated, exclusively controlled space.

The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination

The monthly membership fee is $ 95 .

This agreement is classified as a service contract rather than a lease under ASC 842, and payments

are recognized as operating expenses.

Australia (ADS Office)

January 1, 2024, to the present, the Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia.

This lease will continue on a month-to-month basis.

ADS may terminate this Agreement by delivering to the lessor at least one (1) whole

calendar month before the month in which ADS intends to terminate the lease.

ADS is entitled to use the office and conference space if

The new rent payment or membership fee for the ADS Office is approximately $ 125 per month and is included as a general and administrative

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

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

January 1, 2024, to the present, ADS holds a coworking membership for office space at Level 38/71 Eagle St,

Brisbane City, QLD 4000, Australia, on a month-to-month basis.

The membership provides access to shared office and meeting facilities

on an as-needed basis rather than a dedicated, exclusively controlled space.

The monthly membership fee is approximately $ 125 .

This agreement is classified as a service contract rather than a lease under

ASC 842, and payments are recognized as operating expenses.

Cyprus Lease (Company’s Executive Rental)

February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year.

monthly rent payment is $ 1,750 , which is included in the general and administrative expenses.

From July 2023 to the present, the Company

has leased a larger office space in the Limassol District, Cyprus, from an unrelated party for a one-year term.

The office’s monthly

rent payment is approximately $ 3,500 , which is included in the general and administrative expenses.

From July 2023 to the present, the

Company has leased office space for its Chief Executive Officer.

The office’s monthly rent payment is $ 3,500 , which is included

in the general and administrative expenses.

The down payment for the lease was approximately $ 6,300 .

The lease is for one year and is

renewable two months prior to the term’s end in June 2026.

This agreement is classified as a residential rental contract rather

than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842.

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.

The leased premises comprise approximately 158 square meters (approximately 1,700 square feet), of which approximately

46 square meters (approximately 500 square feet) is designated for office use and the remaining approximately 112 square meters (approximately

1,200 square feet) serves as the residence of a Company executive.

Cyprus Lease, Europe (ATECH Office)

August 26, 2024, ATECH has entered into a Sublease Agreement for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou

Street, Limassol, Cyprus.

The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the

“Sublessee”), with FDCTech, Inc.

acting as the Guarantor.

The leased premises are designated strictly for office use, and

any other usage is explicitly prohibited under the terms of the agreement.

The lease term is for twenty-four (24) months, commencing

on October 1, 2024, and expiring on September 30, 2026 .

The lease agreement includes an option to extend the tenancy for up to two additional

two-year terms.

The rent is subject to a 5 % increase for each renewal period.

Under the agreement, the Sublessee is obligated to pay

a total rent of € 192,000 over the lease term, payable in monthly installments of € 8,000 (or approximately $ 8,600 ) plus VAT.

Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding

lease liability on its financial statements.

August 26, 2024, T.I.C.G.

Integrated Solutions Ltd.

(formerly Alchemytech Ltd.) (“ATECH”) entered into a Sublease Agreement

for office premises located at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus, with Aldeon Property Partners Ltd.

as Sublessor,

and FDCTech, Inc.

acting as Guarantor.

The leased premises are designated strictly for office use.

The lease term is twenty-four (24)

months, commencing November 1, 2024, and expiring October 31, 2026 , with options to extend

for up to two additional two-year terms.

Monthly rent is € 8,000 (approximately $ 8,600 ) plus VAT, for a total lease commitment of

Each option period is exercisable on three months’ written notice, and the sublease provides for the monthly rent

to increase by up to five percent ( 5 %), rounded up to the nearest € 50 , during each option period.

The Company paid a deposit of € 16,000 ,

equal to two months’ rent.

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.

The leased premises comprise approximately 2,624 square feet.

On July 30, 2026, the parties executed a First Addendum

exercising the first renewal option, extending the sublease for a further two-year period commencing November 1, 2026 and expiring October

31, 2028 , with monthly rent remaining at € 8,000 plus VAT and aggregate rent for the renewal period of € 192,000 plus VAT;

rent increase contemplated by the sublease for the option period was not applied.

Because the addendum was executed after June 30, 2026,

it is a non-recognized subsequent event under ASC 855-10, and the right-of-use asset and lease liability at June 30, 2026 do not reflect

the renewal term.

COMMITMENTS AND CONTINGENCIES (continued)

Julian, Malta (AML Office)

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

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

Julian, PTM01, Malta,

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

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

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

AML is entitled to use

the office and conference space if needed.

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

This agreement

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

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

Aviv, Israel (AML Sales Office)

July 1, 2023, AML has entered into a service agreement with Mindspace Ltd.

for the use of office space and related services at Menachem

Begin 11, Ramat Gan, Israel.

The agreement provides access to designated office space, common areas, and various business services, including

internet connectivity, printing, and access to conference rooms.

The agreement operates on a monthly, automatically renewing basis with

a total monthly fee of $ 4,500 (including VAT).

Additionally, an advance deposit of $ 6,300 was paid as security for the Company’s

obligations under the agreement.

Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate

the Company to a different office within the premises, provided that it gives prior notice.

AML does not have exclusive control over

a specific office unit, and Mindspace provides shared services across its facilities.

The agreement does not create a lease under ASC

842 – Leases and is accounted for as a service contract.

As a result, payments under this agreement are classified as operating

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

on a month-to-month basis.

The monthly membership fee is € 1,659 .

This agreement is classified as a service contract rather than

a lease under ASC 842, and payments are recognized as operating expenses.

The allocated workspace comprises approximately 338 square feet.

United Kingdom (APL Office)

December 20, 2024, APL entered into a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell,

London, EC1V BAR.

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

Prime Limited, is the tenant.

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

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

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

maintenance responsibilities as specified in the agreement.

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

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

Additionally, the agreement requires APL to restore the premises

upon termination, including the removal of any alterations or fixtures made during the lease term.

Under ASC 842 - Leases, this agreement

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

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

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

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

For additional information regarding executive

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

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

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

December 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at the Fifth Floor, 142

Central Street, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords.

The lease has a fixed

term of five years , expiring in 2029, with an annual rent of £ 112,500 (approximately $ 12,000 per month), payable in quarterly installments.

The lease includes a Break Clause exercisable on or after 2026, subject to four months’ prior written notice.

APL is liable for

service charges, insurance rent, and reinstatement obligations upon termination.

This agreement qualifies as a lease under ASC 842, and

the Company has recognized an ROU asset and corresponding lease liability on its consolidated balance sheet.

The leased premises comprise approximately 3,750 square feet.

total rental payment for the period ending June 30, 2026, was $ 83,753 .

Rental expenses for all operating leases and service contracts

are included in General and Administrative expenses.

Cyprus (Ecastica).

From October 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended

establishment of ATECH.

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.

From April 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $ 500 per month for software development

and technical support.

The Company closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan

in April 2023.

This lease has been fully terminated.

Tel Aviv, Israel (AML Sales Office).

From July 1, 2023 to June 30, 2026,

AML held a service agreement with Mindspace Ltd.

for office space and related services at Menachem Begin 11, Ramat Gan, Israel, on a monthly

auto-renewing basis.

The monthly fee was $ 4,500 (including VAT).

Mindspace retained discretion over space allocation and could relocate

AML within the premises upon prior notice, and AML did not have exclusive control over a specific unit.

This agreement did not create

a lease under ASC 842 and was accounted for as a service contract, with payments recognized as operating expenses.

The Company terminated

this agreement effective June 30, 2026, due to geopolitical conditions, and relocated all sales activities to the ATECH office in Limassol,

Company compensates its key executives as independent contractors.

Eaglstein and Firoz commit one hundred percent (100%) of their

time to the Company.

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

Each executive is paid at the beginning

of each month.

From September 2018 through September 30, 2020, the Company paid monthly compensation of $ 5,000 to its CEO and CFO, respectively.

Effective October 1, 2020, the Company increased the monthly compensation to $ 12,000 .

Effective January 1, 2023, the Company pays $ 15,000

monthly to its CEO and CFO (see Note 5, Related Party Transactions – Accrued Expenses to Related Parties).

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

Company plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities

For additional information regarding executive compensation, refer to Item 11 (Executive Compensation) of the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as most recently amended by Amendment No.

4 on Form 10-K/A filed

with the SEC on July 1, 2026.

June 30, 2026, and December 31, 2025, the cumulative accrued interest for the SBA loan and other non-current loans was $ 39,609 and $ 42,396 ,

respectively.

12 unchanged sentences

Based on these findings, FDCTech withheld the final payment to the sellers.

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

to rectify to make legally enforceable.

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

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

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

to amend their claim to include a third claimant.

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

was served May 9, 2025.

A Costs and Case Management Conference took place on November 17, 2025.

The trial is currently scheduled to take

place in November 2026.

claimants are seeking approximately $ 1.02

million in amounts they allege are owing under the Share Sale Agreement, which they are seeking to rectify to make it legally

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

seeks repayment of $ 915,000

paid to the sellers.

On October 17, 2025, the Court granted the claimants permission to amend their claim to include a third

The Company has prepared an Amended Defense and Counterclaim through Counsel, which was served on May 9, 2025.

Case Management Conference took place on November 17, 2025.

The trial is currently scheduled to take place in November

Intelligenceline.com, Fintelegram.com, et al.

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

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

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

Following the hearing, the court instructed FDCTech to conduct an adequate

investigation as to the beneficial owner of Intelligenceline.com.

FDCTech conducted the investigation and presented its findings during

the management conference held on April 20, 2026.

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

of the investigation.

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

appeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta.

On September 23, 2023, the Financial Intelligence Analysis

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

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

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

The Company filed this appeal on October 19, 2023, challenging the decision-making process and the law on which it was based, asserting

that the penalty is arbitrary and excessive.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed

On October 24, 2025, a hearing was held for the Company to continue presenting evidence.

The Court scheduled an additional hearing

for the FIAU to cross-examine the Company’s witnesses for February 2, 2026, and then for April 15 2026, heard before Madam Justice Rachel Montebello, following which the matter will be adjourned

for final legal submissions.

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 different ownership and control of the subsidiary.

The Company filed this appeal on October 19, 2023,

challenging the decision-making process and the law on which it was based, asserting that the penalty is arbitrary and excessive.

The Company seeks to overturn the administrative penalty and the follow-up directive imposed by FIAU.

On October 24, 2025, a hearing

was held for the Company to continue presenting evidence.

The matter is in the evidentiary production stage pertaining to the

Company as appellant.

On July 17, 2026, a further hearing was held before Madam Justice Rachel Montebello for the FIAU to

cross-examine the Company’s witnesses, following which the matter

is to be adjourned for final legal submissions.

L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref:

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A first procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim.

The case remains

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

is unaware of any other actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting

the Company, its subsidiaries, or any of their respective assets, other than those described above and other than ordinary routine litigation

incidental to the business.

The First Hall

Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties imposed by the FIAU are

more akin to penal sanctions and that subject persons should be afforded the full rights of an accused under criminal law, consistently

quashing FIAU decisions on this basis.

On April 14, 2026, the Company submitted its final submissions before the Court.

On July 12, 2026, the First Hall Civil Court (Constitutional Jurisdiction)

delivered its judgment rejecting the Company’s constitutional claims and determining that the FIAU decision did not breach the Company’s

right to a fair hearing.

Under Maltese law, the Company had the right to appeal the judgment within twenty statutory running days from

the date of judgment, and the Company filed its appeal in late July 2026.

The related appeal before the Court of Appeal (Inferior Jurisdiction)

described above remains pending.

No amount has been accrued in respect of the administrative penalty, as the Company continues to contest

the matter and a loss is not considered probable and reasonably estimable at this time.

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

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

Management is unaware

of any other actions, suits, investigations, or proceedings (public or private) pending or threatened against or affecting the Company,

its subsidiaries, or any of their respective assets, other than those described above and other than ordinary routine litigation incidental

to the business.

Compliance Matters

its inception to the present, the Company’s officers have been paid as independent contractors.

As of March 31, 2026, the Company

believes its payroll tax liabilities are not yet estimated.

The Company’s federal taxes are acceptable to the Internal Revenue

As of June 30, 2026, the Company

believes payroll tax liabilities are not material.

The Company’s federal taxes are compliant with Internal Revenue Service regulations.

STOCKHOLDERS’ EQUITY (DEFICIT)

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Corporate Actions – September 2025

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

of the Company’s voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the authorized shares

of common stock from 500,000,000 to 750,000,000 and the authorized shares of preferred stock from 10,000,000 to 15,000,000 and (ii) authorize

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

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

by the Board .

The amendment to the Certificate of Incorporation affecting the increase in authorized shares of common stock and preferred

stock has been filed with the Secretary of State of the State of Delaware and is in effect as of March 31, 2026.

September 4, 2025, the Board of Directors unanimously approved, and the Company obtained the written consent of holders of a

majority of the Company’s voting power for, corporate actions to (i) amend the Certificate of Incorporation to increase the

authorized shares of common stock from 500,000,000

to 750,000,000

and the authorized shares of preferred stock from 10,000,000

to 15,000,000

and (ii) authorize the Board of Directors, in its discretion, to amend the Certificate of Incorporation not later than June 30, 2026

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

be determined by the Board.

On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of

Incorporation with the Secretary of State of the State of Delaware, increasing the authorized shares of common stock from

500,000,000 to 750,000,000 and effecting the reverse stock split described in Note 16.

That Certificate of Amendment did not

increase the authorized shares of preferred stock, which remained 10,000,000 as of June 30, 2026.

See Note 16 — Capital

of Designation of Series B Convertible Preferred Stock

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

December 4, 2023, the Company filed a Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Certificate

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

17 unchanged sentences

Series B Convertible Preferred Stock.

share of Series B Convertible Preferred Stock is convertible at the option of the holder, without payment of additional consideration,

into shares of Common Stock at any time, at an initial conversion rate of one hundred ( 100 ) shares of Common Stock for each one share

of Series B Convertible Preferred Stock, subject to adjustment as provided in the Series B Certificate of Designation.

If the Company

completes a public offering of $ 10,000,000 or more that includes an uplisting of the Common Stock to The Nasdaq Stock Market or the New

York Stock Exchange, the conversion rate for the Series B Convertible Preferred Stock in connection with such qualifying public offering

will be determined by the Board of Directors within a range of between one hundred (100) and ten (10) shares of Common Stock for each

one share of Series B Convertible Preferred Stock.

The Series B Certificate of Designation also includes customary anti-dilution adjustments

for stock dividends, stock splits, combinations, and reclassifications affecting the Common Stock, and provides that no fractional shares

of Common Stock will be issued upon conversion (any fractional share entitlement will be rounded up to the nearest whole share).

share of Series B Convertible Preferred Stock is convertible at the option of the holder, without payment of additional

consideration, into shares of Common Stock at any time, at the conversion rate stated in the Series B Certificate of Designation of

one hundred ( 100 )

shares of Common Stock for each one share of Series B Convertible Preferred Stock.

The Series B Convertible Preferred Stock is not

subject to adjustment for stock splits or other changes to the Common Stock, and the conversion rate was not affected by the reverse

Subsequent to June 30, 2026, the Board of Directors approved the conversion of all outstanding shares of Series B

Convertible Preferred Stock at a rate of fifty (50) shares of Common Stock for each one share of Series B Convertible Preferred

Stock, which differs from the rate stated in the Series B Certificate of Designation.

Because the conversion occurred after June 30,

2026, it is not reflected in the shares of Common Stock issued and outstanding, or in the weighted-average shares used to compute

earnings per share, as of and for the three and six months ended June 30, 2026.

The Series B Certificate of Designation

provides that no fractional shares of Common Stock will be issued upon conversion (any fractional share entitlement will be rounded

up to the nearest whole share).

of Series B Convertible Preferred Stock that are converted into Common Stock or are otherwise acquired by the Company are restored to

1 unchanged sentence

as shares of Series B Convertible Preferred Stock.

As of March 31, 2026, 2,371,844 shares of Series B Convertible Preferred Stock were

As of June 30, 2026, 2,371,844 shares of Series B Convertible Preferred Stock were

issued and outstanding.

1 unchanged sentence

Capital Stock

of March 31, 2026, and December 31, 2025, the Company had 423,084,729 and 423,084,729 common shares issued and outstanding, respectively.

of March 31, 2026, and December 31, 2025, the Company had 4,500,000 and 4,500,000 Series A Preferred Stock issued and outstanding, respectively.

of March 31, 2026, and December 31, 2025, the Company had 2,371,844 and 2,371,844 Series B Preferred Stock issued and outstanding, respectively.

There were no issuances or repurchases of common or preferred stock during the three months ended March 31, 2026.

of June 30, 2026, and December 31, 2025, the Company had 4,230,868 and 4,230,868 common shares issued and outstanding, respectively.

of June 30, 2026, and December 31, 2025, the Company had 4,500,000 and 4,500,000 Series A Preferred Stock issued and outstanding, respectively.

of June 30, 2026, and December 31, 2025, the Company had 2,371,844 and 2,371,844 Series B Preferred Stock issued and outstanding, respectively.

There were no issuances or repurchases of common or preferred stock during the three and six months ended June 30, 2026.

A Preferred Stock – Beneficial Ownership

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the period ended March 31, 2026.

percentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding as of June 30, 2026

and as of the date of this Report.

Series A Preferred Stock was not affected by the 1-for-100 reverse stock split effective July 10,

SCHEDULE OF SERIES A PREFERRED STOCK

Name and Address (1)

Number of Shares

Mitch Eaglstein

and Address (1)

CEO, Director

Series A Preferred

Kundnani, Director

Series A Preferred

Officers and Directors as a group (2 persons)

Officers and Directors as

a group (2 persons)

Series A Preferred

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

December 12, 2016, the Board agreed to issue 2,600,000 , 400,000 , and 1,000,000 shares of Preferred Stock to Mitchell Eaglstein, Imran

Firoz, and Felix R.

Hong, respectively, as the founders, in consideration of services rendered to the Company.

As of December 31,

2022, the Company had 4,000,000 preferred shares issued and outstanding.

January 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S.

Kundnani, the Director of the Company.

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

1,500,000 , 1,500,000 , and 1,000,000 shares, respectively.

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

has no right to convert into the Company’s Common Stock.

Series A Preferred Stock was not affected by the 1-for-100 reverse

stock split effective July 10, 2026.

As of June 30, 2026 and as of the date of this Report, the Company had 4,500,000 shares of Series

A Preferred Stock issued and outstanding.

Company originally issued 2,600,000 , 400,000 , and 1,000,000 shares of Series A Preferred Stock to Mitchell M.

Eaglstein, Imran Firoz,

Hong, respectively, in December 2016 as founders, in consideration of services rendered.

In January 2023, Eaglstein

and Firoz transferred 1,100,000 and 400,000 shares, respectively, to Gope S.

Kundnani, a Director of the Company.

On November 30,

2023, the Company issued 2,500,000 shares of Series A Preferred Stock to Mr.

On January 30, 2024, the Board of Directors

approved the rescission and cancellation of 1,000,000 shares held by Mr.

Eaglstein and 1,000,000 shares held by Mr.

In connection

with the Company’s contemplated listing on a national securities exchange, all 4,500,000 outstanding shares of Series A Preferred

Stock are expected to be retired and cancelled immediately prior to the closing of the contemplated offering, without any cash consideration

to the holders.

November 30, 2023, the Company issued 2,500,000 Series A Preferred Stock to Kundnani, valued at $ 2,500,000 .

5 unchanged sentences

Company issued to Felix R Hong.

STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

B Preferred Stock – Beneficial Ownership

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

ended March 31, 2026.

SCHEDULE OF SERIES B PREFERRED STOCK

Name and Address (1)

Alchemy Prime Holdings Ltd.

Series B Preferred

Officers and Directors as a group (3 persons)

Series B Preferred

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

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

the holder of such shares.

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

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

STOCKHOLDERS’

EQUITY (DEFICIT) (continued)

Stock – Beneficial Ownership

percentages below are calculated based on 122,823,068 shares of our Common Stock issued and outstanding, being the number of shares outstanding

following the 1-for-100 reverse stock split effective July 10, 2026, and the conversion of all outstanding shares of Series B Convertible

Preferred Stock into Common Stock on July 13, 2026.

Following that conversion, no shares of Series B Convertible Preferred Stock remain

issued or outstanding.

Beneficial ownership is presented as of the latest practicable date rather than as of June 30, 2026, and accordingly

does not correspond to the 4,230,868 shares of Common Stock and 2,371,844 shares of Series B Convertible Preferred Stock presented on

the consolidated balance sheet at June 30, 2026.

OF COMMON STOCK

and Address (1)

CEO, Director (2)

Imran Firoz, CFO, Director

Brian Platt, CTO (4)

Jonathan Baumgart, Director

Kundnani, Director

Officers and Directors as

a group (5 persons) (7)

(1) Unless otherwise

indicated, the business address of each beneficial owner is c/o FDCTech, Inc., 200 Spectrum Center Drive, Suite 300, Irvine, CA

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

amounts and percentages give effect to the 1-for-100 reverse stock split effective July 10, 2026 and to the conversion of all

outstanding shares of Series B Convertible Preferred Stock into Common Stock on July 13, 2026, and are calculated on 122,823,068

shares of Common Stock outstanding.

An asterisk (*) denotes beneficial ownership of less than one percent.

(2) Consists of (a)

208,181 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible

Preferred Stock.

Does not include 600,000 shares beneficially owned by Susan E.

Eaglstein, mother of Mr.

Eaglstein, as to which Mr.

disclaims beneficial ownership.

(3) Consists of (a)

243,100 shares of common stock and (b) 7,500,000 shares of common stock issued upon the conversion of 150,000 shares of Series B Convertible

Preferred Stock.

(4) Consists of 10,000

shares of common stock.

Platt holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes.

(5) Consists of 6,450

shares of common stock.

Baumgart holds no shares of Series B Convertible Preferred Stock and no convertible promissory notes.

(6) Consists of (a)

1,500,000 shares of common stock held directly by Mr.

Kundnani, (b) 9,592,200 shares of common stock issued upon the conversion of 191,844

shares of Series B Convertible Preferred Stock held directly by Mr.

Kundnani, (c) 300,000 shares of common stock held by APSI Holdings

Limited and (d) 90,000,000 shares of common stock issued upon the conversion of 1,800,000 shares of Series B Convertible Preferred Stock

held by APSI Holdings Limited.

Kundnani controls APSI Holdings Limited.

(7) Consists of (a)

2,267,731 shares of common stock and (b) 114,592,200 shares of common stock issued upon the conversion of 2,291,844 shares of Series

B Convertible Preferred Stock, in each case held by our directors and executive officers as a group, and includes the securities held

by APSI Holdings Limited described in footnote (6).

STOCKHOLDERS’

EQUITY (DEFICIT) (continued)

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 %

15 unchanged sentences

Kundnani for services valued at $ 1.41 per share.

B Convertible Preferred Stock – Holdings Before and After Conversion

following table sets forth the shares of Series B Convertible Preferred Stock held by each holder as of June 30, 2026, and the shares

of Common Stock issued to each holder upon the conversion of those shares on July 13, 2026 at a conversion rate of fifty (50) shares

of Common Stock for each share of Series B Convertible Preferred Stock.

The Series B Convertible Preferred Stock was not subject to adjustment

for the 1-for-100 reverse stock split effective July 10, 2026, and the shares of Common Stock issued on conversion are stated on a post-reverse-stock-split

Following the conversion, no shares of Series B Convertible Preferred Stock remain issued or outstanding.

OF CONVERTIBLE PREFERRED STOCK

Shares Held at

June 30, 2026

Common Shares

Issued on Conversion,

July 13, 2026

APSI Holdings Limited (formerly Alchemy Prime Holdings Limited)

FRH Group Corporation

Cross-Reference

2 unchanged sentences

9 (Stockholders’ Equity (Deficit)) in the audited consolidated financial statements included in the Company’s Annual Report

on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on April 22, 2026.

of March 31, 2026, and December 31, 2025, the Company had no outstanding warrants.

on Form 10-K for the fiscal year ended December 31, 2025, as most recently amended by Amendment No.

4 on Form 10-K/A filed with the SEC

on July 1, 2026.

of June 30, 2026, and December 31, 2025, the Company had no outstanding warrants.

There were no warrant issuances, exercises, or expirations

during the three months ended March 31, 2026.

during the three and six months ended June 30, 2026.

COMPREHENSIVE INCOME

2 unchanged sentences

dollar as their functional currency.

following table shows the changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the three months

ended March 31, 2026, and 2025:

following tables show the changes in accumulated other comprehensive income (loss) (“AOCI”) by component for the six months

ended June 30, 2025, and the six months ended June 30, 2026, respectively:

OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Comprehensive Income:

Cumulative Foreign

Balance as of December 31, 2024

Other comprehensive income (loss), attributed to ADS

Other comprehensive income (loss), attributed to AML

comprehensive income (loss), attributed to AML

Other comprehensive income (loss), attributed to APL

Other comprehensive income (loss), attributed to ATECH

Total other comprehensive income (loss), as restated, December 31, 2024

Balance as of March 31, 2025

Total other comprehensive income (loss)

Balance as of June 30, 2025

Accumulated Comprehensive Income:

Cumulative Foreign

Balance as of December 31, 2025

3 unchanged sentences

Other comprehensive income (loss), attributed to ATECH

Total other comprehensive income (loss), as restated, December 31, 2024

Balance as of March 31, 2026

Other comprehensive income (loss), attributed to AIL

Total other comprehensive income (loss)

Balance as of June 30, 2026

amounts were reclassified out of accumulated other comprehensive income (loss) to net income during the three and six months ended June

30, 2026 or June 30, 2025.

Total AOCI rolled forward above was $ 78,321 at June 30, 2026, which is presented in its entirety as accumulated

other comprehensive income (loss) attributable to FDCTech, Inc.

on the consolidated balance sheet.

The December 31, 2025 balance of $ 296,257

is presented as accumulated other comprehensive income (loss) on the consolidated balance sheet.

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).

NONCONTROLLING INTEREST

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.

with noncontrolling interests.

The Company’s noncontrolling interests consist of the 49 % minority interest in AD Advisory Services

(“ADS”), held since the Company obtained control of ADS, and a 0.1 % interest in Alchemy International Ltd.

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.

No noncontrolling interest is recognized for wholly owned subsidiaries.

NONCONTROLLING INTEREST (continued)

in noncontrolling interest.

The carrying amount of noncontrolling interest was $ 40,591 at March 31, 2026.

During the three months ended

June 30, 2026, the Company attributed net income (loss) of $ ( 34,926 ) and foreign currency translation attributable to NCI of $ ( 8,459 ) ,

resulting in a noncontrolling interest balance of $ ( 2,794 ) at June 30, 2026.

The carrying amount of noncontrolling interest was $ 33,323

at December 31, 2025;

during the six months ended June 30, 2026, the Company attributed net income (loss) of $ ( 28,685 ) and foreign currency

translation attributable to NCI of $ ( 7,432 ) , resulting in the same $ ( 2,794 ) balance at June 30, 2026.

For the comparative periods, noncontrolling

interest was $ 14,199 at March 31, 2025 and $ 16,820 at December 31, 2024, and the Company attributed net income of $ 12,467 and foreign

currency translation of $ 14,942 for the three months ended June 30, 2025, and net income of $ 33,777 and foreign currency translation

of $ ( 8,989 ) for the six months ended June 30, 2025, resulting in a balance of $ 41,608 at June 30, 2025.

The noncontrolling interest balances rolled forward above tie to the noncontrolling

interest reported within stockholders’ equity (deficit) on the consolidated balance sheets and to the consolidated statements of

stockholders’ equity (deficit).

following table presents the activity in the noncontrolling interest balance for the three and six months ended June 30, 2026 and 2025:

OF NONCONTROLLING INTEREST

Three Months Ended

June 30, 2026

Three Months Ended

June 30, 2025

Balance, beginning of period

Net income (loss) attributable to NCI

Foreign currency translation — NCI

Balance, end of period

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Balance, beginning of period

Net income (loss) attributable to NCI

Foreign currency translation — NCI

Balance, end of period

EARNINGS PER SHARE

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

number of shares of Common Stock outstanding during the period.

Diluted earnings per share is computed by dividing the same amount by

the weighted average number of shares of Common Stock outstanding plus the dilutive effect of potentially dilutive securities.

average number of shares of Common Stock outstanding, used to compute basic earnings per share, was 4,230,868 for each of the three and

six months ended June 30, 2026 and 2025, as retroactively adjusted for the reverse stock split described in Note 1, including fractional

shares rounded up to the nearest whole share for each holder of record.

Company had no options, warrants, restricted stock units, or convertible debt outstanding during the three and six months ended June

30, 2026 or 2025.

The Company had 2,371,844 shares of Series B Convertible Preferred Stock outstanding throughout the three and six months

ended June 30, 2026, convertible at the option of the holder into shares of Common Stock at the conversion rate stated in the Series

B Certificate of Designation of one hundred ( 100 ) shares of Common Stock for each share.

Applying that stated conversion rate, 237,184,400

potentially dilutive shares of Common Stock were included in the computation of diluted earnings per share for the three and six months

ended June 30, 2026, resulting in diluted weighted average shares outstanding of 241,415,268 for each period.

The Series B Convertible

Preferred Stock carries no cumulative dividend entitlement, and accordingly no adjustment to the numerator was required.

Convertible Preferred Stock was antidilutive for the three and six months ended June 30, 2025, and was therefore excluded from the computation

of diluted loss per share for those periods.

following table reconciles the numerators and denominators used in the computation of basic and diluted earnings per share for the periods

OF BASIC AND DILUTED EARNINGS PER SHARE

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

(Restated, Unaudited)

Net income (loss) attributable to FDCTech, Inc.

shareholders — numerator

Weighted average shares outstanding — basic denominator

Effect of dilutive Series B Convertible Preferred Stock

Weighted average shares outstanding — diluted denominator

Earnings (loss) per share — basic

Earnings (loss) per share — diluted

July 13, 2026, the Board of Directors approved the conversion of all outstanding shares of Series B Convertible Preferred Stock into

118,592,200 shares of Common Stock at a rate of fifty (50) shares of Common Stock for each share.

Because that action occurred after

June 30, 2026, it has not been given effect in the diluted computation above.

Parent”) is a standalone U.S.

domestic C-corporation and files its U.S.

federal and California state income

tax returns separately.

The Company’s operating subsidiaries — Alchemy Markets Ltd.

(Malta), Alchemy Prime Limited (United

Kingdom), AD Advisory Services Pty Ltd.

(Australia), Alchemy International Ltd.

(Seychelles) and Alchemytech Ltd.

(Cyprus) — are

separate legal entities that file and pay income tax in their own jurisdictions.

Parent does not include foreign subsidiary

earnings in its U.S.

returns, and the undistributed earnings of the foreign subsidiaries continue to be regarded as indefinitely reinvested

outside the United States;

accordingly, no deferred U.S.

federal income tax liability has been recognized in respect of those earnings.

The Company accounts for income taxes under ASC 740, Income Taxes, using the asset and liability method, and for interim periods applies

the estimated annual effective tax rate to ordinary income in accordance with ASC 740-270.

provision for income taxes was recorded for the three or six months ended June 30, 2026 or 2025.

Parent has a history of standalone

pre-tax losses and, as disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2025, carries a

full valuation allowance against its net deferred tax assets, together with an accumulated U.S.

federal net operating loss carryforward

of approximately $ 1,842,001 at December 31, 2025.

Federal net operating losses arising after December 31, 2017, carry forward indefinitely

but may offset no more than 80 % of taxable income in any year.

Management has reassessed the valuation allowance at June 30, 2026 and

concluded that a full allowance remains appropriate.

Company’s operating subsidiaries are separate taxpayers in Malta, the United Kingdom, Australia, Seychelles, Cyprus and the Cayman

As of the date of this Report, the Company had not received complete current and deferred income tax information, computed under

local law, from all of its foreign subsidiaries, nor confirmatory advice from local tax advisers regarding the treatment of intercompany

balances settled during the quarter and the availability of local loss relief.

Based on information presently available, management estimates

that the consolidated provision for income taxes for the six months ended June 30, 2026, once determined, will be in the range of approximately

$ 83,000 to $ 177,000 , reflecting current income tax arising principally at the Company’s Maltese subsidiary and an estimated charge

at its Cypriot subsidiary, partially offset by the reversal of deferred tax liabilities at the foreign subsidiaries.

Management does

not presently expect the amount to be material to the Company’s consolidated financial position.

In addition, the Company is assessing,

with the assistance of its U.S.

tax advisers, whether the earnings of its non-U.S.

subsidiaries give rise to a current inclusion in the

taxable income of FDCTech, Inc.

under the U.S.

controlled foreign corporation rules.

That assessment is not complete, and the Company

is unable at this time to estimate the amount of any such inclusion or the related tax, if any.

Any amount ultimately determined in respect

of the matters described above could differ materially from the estimate above and will be recorded in the period in which it is determined.

consolidated balance sheet includes a tax receivable of $ 85,119 at June 30, 2026 (December 31, 2025:

$ 190,346 ), recoverable by Alchemy

from the Maltese tax authorities.

Malta levies corporate income tax at a standard rate of 35 %, subject to a shareholder

refund mechanism that generally reduces the effective rate on distributed trading income to approximately 5%;

the receivable represents

amounts recoverable under that mechanism.

The Company also recognized current income tax payable of $ 170,382 at June 30, 2026 (December

$ nil ), arising at Alchemy Markets Ltd., and deferred tax liabilities of $ 191,469 (December 31, 2025:

$ 377,975 ), which relate

to temporary differences arising at the foreign subsidiaries, principally Alchemy Markets Ltd., and are measured using the enacted tax

rates of the relevant jurisdictions.

Company is subject to examination by the U.S.

Internal Revenue Service, the California Franchise Tax Board, and the tax authorities of

Malta, the United Kingdom, Australia, Seychelles and Cyprus.

No income tax examinations were in progress at June 30, 2026, and no change

in the Company’s assessment of uncertain tax positions arose during the six months ended June 30, 2026.

OFF-BALANCE SHEET ARRANGEMENTS

1 unchanged sentence

SUBSEQUENT EVENTS

Company has evaluated subsequent events occurring after March 31, 2026, through May 15, 2026, the date these unaudited consolidated

financial statements were available to be issued, in accordance with ASC 855.

On April 22, 2026, the Company filed its Annual Report

on Form 10-K/A for the fiscal year ended December 31, 2025, with the Securities and Exchange Commission.

Other than as disclosed

elsewhere in these unaudited consolidated financial statements, the Company has identified no subsequent events that would require

recognition or disclosure in these unaudited consolidated financial statements.

Seller’s Note

maturity of the $ 2,000,000 seller’s note obligation for the acquisition of AIL was extended to September 30, 2026 .

Restatement and Non-Reliance — Sequence of Related Filings

The determinations and filings described below through June 30, 2026 occurred

during the period covered by this Report, are not subsequent events, and are described in Note 2;

they are summarized here solely to present

the sequence of related filings.

The only event described below occurring after June 30, 2026 is the filing of Amendment No.

10-K/A on July 1, 2026.

On June 3, 2026, the Board of Directors of the Company, after consultation with management and

LAO, concluded — having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited

condensed consolidated financial statements as of and for the three months ended March 31, 2026 (as included in the Original Filing),

as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May 13, 2025, as amended

by Amendment No.

1 and Amendment No.

2 thereto), as of and for the three and six months ended June 30, 2025, and as of and for the three

and nine months ended September 30, 2025, as well as the audited consolidated financial statements as of and for the fiscal year ended

December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year ended December 31, 2025 (as included

in the Annual Report on Form 10-K filed April 17, 2026, as amended by Amendment No.

1 on Form 10-K/A filed April 22, 2026), should no

longer be relied upon.

The Company filed a Current Report on Form 8-K under Item 4.02 on June 8, 2026, providing notification of non-reliance

and notifying the previously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c).

June 8, 2026, the Company filed Amendment No.

2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Amendment

2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its Quarterly Reports on Form

10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, September 30, 2025, and March 31, 2026, in each case to restate the

affected financial statements in accordance with ASC 250-10.

The Company subsequently filed Amendment No.

3 on Form 10-K/A for the fiscal

year ended December 31, 2025 on June 23, 2026 and Amendment No.

4 on Form 10-K/A for the fiscal year ended December 31, 2025 on July

1, 2026, in each case in response to comments received from the staff of the SEC;

neither amendment restated the financial statements

On June 29, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary

of State of the State of Delaware effecting a one-for-one hundred (1-for-100) reverse stock split of its issued and outstanding shares

of Common Stock, with any resulting fractional share rounded up to the nearest whole share for each holder of record.

Following announcement

by the Financial Industry Regulatory Authority on its Daily List on July 9, 2026, the reverse stock split became effective, and the Company’s

Common Stock began trading on a post-split basis at the open of business on July 10, 2026.

Because the reverse stock split became effective

after June 30, 2026 but before these consolidated financial statements were issued, all share and per-share amounts in these consolidated

financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented,

in accordance with ASC 260-10-55-12 and SEC Staff Accounting Bulletin Topic 4C.

of Series B Convertible Preferred Stock

July 13, 2026, the Board of Directors, acting by unanimous written consent, approved the conversion of all 2,371,844 outstanding

shares of Series B Convertible Preferred Stock into 118,592,200 shares of Common Stock at a rate of fifty (50) shares of Common

Stock for each share of Series B Convertible Preferred Stock.

The Series B Certificate of Designation states a conversion rate of

one hundred ( 100 ) shares of Common Stock for each share of Series B Convertible Preferred Stock.

The shares of Common Stock were

issued to eight holders in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as

amended, and are restricted securities.

Of the 118,592,200 shares

of Common Stock issued on conversion, 99,592,200 shares,

representing approximately 84.0% of the shares issued on conversion and approximately 81.1% of the Company’s outstanding

Common Stock following the conversion, were issued to Mr.

Kundnani, a Director and the Company’s principal

shareholder, and 15,000,000 shares

were issued in the aggregate to Mitchell M.

Eaglstein, the Company’s Chief Executive Officer and a Director, and Imran Firoz,

the Company’s Chief Financial Officer and a Director.

The conversion accordingly resulted in a substantial increase in the

proportion of the Company’s outstanding Common Stock held by related parties.

Prior to the conversion, Mr.

Kundnani held a majority of the voting power of the Company’s outstanding

capital stock through his holdings of Common Stock and Series A Preferred Stock, the latter of which carries fifty (50) votes per share.

Accordingly, while the conversion increased Mr.

Kundnani’s proportionate economic interest in the Company’s Common Stock,

it did not result in a change of control of the Company.

Following the conversion, no shares of Series B

Convertible Preferred Stock remain issued or outstanding, and 4,500,000 shares

of Series A Preferred Stock remain issued and outstanding.

Because the conversion occurred after June 30, 2026, it is a

non-recognized subsequent event under ASC 855-10 and no retroactive effect has been given to it;

the consolidated balance sheet at

June 30, 2026, continues to reflect 2,371,844 shares

of Series B Convertible Preferred Stock outstanding.

Capital Structure

Subsequent to June 30, 2026, in connection with

a review of the Company’s capital structure, the Company determined that certain amendments approved by written consent of the holders

of a majority of the Company’s voting stock on September 4, 2025 had not been filed with the Secretary of State of the State of

On August 17, 2026, the Company submitted for filing a Certificate of Amendment to its Certificate of Incorporation increasing

the authorized shares of preferred stock from 10,000,000 to 15,000,000 , and certificates of amendment to the Certificates of Designation

of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock.

These amendments are not effective until accepted

by the Secretary of State and, accordingly, are not reflected in the accompanying condensed consolidated financial statements as of June

The Company will file a Current Report on Form 8-K upon acceptance.

Sheet for the Acquisition of Larstal Limited

August 3, 2026, the Company entered into a non-binding term sheet to acquire the entire issued share capital of Larstal Limited, a United

Kingdom company authorized by the Financial Conduct Authority, and its Danish subsidiary, for aggregate consideration of $ 2,350,000 .

Completion is subject to execution of a definitive share purchase agreement and to regulatory approvals in the United Kingdom and Denmark.

Certain deposit and interim payments totaling up to $ 2,350,000 in the aggregate become non-refundable as paid, other than in the event

the Company’s due diligence identifies an undisclosed material default.

The term sheet is not binding, and there can be no assurance

that a definitive agreement will be executed or that the acquisition will be completed.

No amounts have been recognized in these consolidated

financial statements in respect of the proposed acquisition.

ATECH Office Sublease Renewal

On July 30, 2026, T.I.C.G.

Integrated Solutions Ltd.

(“ATECH”) and Aldeon Property Partners Ltd.

executed a First Addendum to the sublease for the Limassol, Cyprus office premises,

exercising the first renewal option and extending the term for a further two-year period commencing November 1, 2026 and expiring October

Monthly rent remains € 8,000 plus VAT, with aggregate rent for the renewal period of € 192,000 plus VAT.

renewal was executed after June 30, 2026, it is a non-recognized subsequent event under ASC 855-10, and no right-of-use asset or lease

liability has been recognized in respect of the renewal term at June 30, 2026.

Share Purchase Agreement for the Acquisition of

The Millionaire’s Club Ltd

On August 7, 2026, the Company entered into a Share

Purchase Agreement with TMC Holdings Ltd, a company registered in Malta (the “Seller”), to acquire one hundred percent (100%)

of the issued and outstanding share capital of The Millionaire’s Club Ltd, a limited liability company registered in Malta that

holds Type 1, Type 2 and Type 3 business-to-consumer gaming licenses issued by the Malta Gaming Authority (the “MGA”).

Share Purchase Agreement supersedes the non-binding letter of intent entered into between the parties on February 11, 2026, other than

the confidentiality provisions thereof.

The aggregate purchase price is € 150,000 , consisting

of a non-refundable deposit of € 85,000 that was paid to an escrow agent in connection with the execution of the letter of intent

and a non-refundable balance of € 65,000 payable to the escrow agent at closing.

As a condition precedent to closing, the Seller and

its ultimate beneficial owner are required to deliver irrevocable waiver declarations extinguishing shareholder liabilities of the acquired

company aggregating € 821,098 and contributing such amounts to a capital reserve of the acquired company.

Closing is deemed to occur

upon submission of the duly executed share transfer documentation to the Malta Business Registry, on a date to be agreed between the parties.

The Company is responsible for obtaining the MGA’s approval of the change of ownership following closing, and is required to provide

working capital or credit lines to the acquired company as reasonably necessary to finance its ongoing operations.

aggregate indemnification liability under the Share Purchase Agreement is limited to one hundred percent (100%) of the purchase price,

subject to a € 5,000 basket.

Because the Share Purchase Agreement was executed

after June 30, 2026 and the closing had not occurred as of the date of issuance of this Report, the transaction is a non-recognized subsequent

event under ASC 855-10.

Accordingly, no acquisition accounting has been applied, no purchase price allocation has been performed, and

the financial position and results of operations of The Millionaire’s Club Ltd are not included in these condensed consolidated

financial statements.

There can be no assurance that the conditions to closing will be satisfied or that the acquisition will be completed.

The Company has evaluated all other events occurring after June 30, 2026, through the date of issuance of this Report

and has concluded that no other material subsequent events have occurred that would require disclosure or adjustment to these condensed

consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements