{"url_path":"/sec/fdct/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","accession_number":"0001493152-26-027724","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":30777,"has_tables":true,"body_markdown":"**ITEM\n15.**\n**FINANCIAL\nSTATEMENT SCHEDULES.**\n\n \n\n**(a)\nFinancial Statements**\n\n \n\n \n**Pages**\n\n \n \n\n[Report\nof Independent Registered Public Accounting Firm](#f_001) (PCAOB: ID 7057)\nF-2\n\n \n \n\n[Consolidated\nBalance Sheets as of December 31, 2025, and December 31, 2024](#f_002)\nF-4\n\n \n \n\n[Consolidated\nStatements of Operations for the fiscal year ended December 31, 2025 and December 31, 2024](#f_003)\nF-5\n\n \n \n\n[Consolidated\nStatements of Stockholders’ Deficit for the Years Ended December 31, 2025 and December 31, 2024](#f_004)\nF-6\n\n \n \n\n[Consolidated\nStatements of Cash Flows for the fiscal year ended December 31, 2025 and December 31, 2024](#f_005)\nF-7\n\n \n \n\n[Notes\nto the Consolidated Financial Statements](#f_006)\nF-8\n\n \n\n46 \n\n \n\n \n\n**SIGNATURES**\n\n \n\nIn\naccordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,\nthereunto duly authorized.\n\n \n\n \n**FDCTECH,\nINC.**\n\n \n \n\nDate:\n\nJune 8, 2026\n*/s/\nMitchell Eaglstein*\n\n \n\nMitchell\nEaglstein, President and CEO\n\n(Principal\nExecutive Officer)\n\n \n\nDate:\n\nJune 8, 2026\n\n*/s/\nImran Firoz*\n\n \n\nImran\nFiroz, CFO\n\n(Principal\nAccounting Officer)\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nregistrant and in the capacities and on the dates indicated.\n\n \n\nSIGNATURE\n \nTITLE\n \nDATE\n\n \n \n \n \n \n\n*/s/\nMitchell Eaglstein*\n \nPresident,\nChief Executive Officer (Principal Executive Officer)\n \n\nJune 8, 2026\n\nMitchell\nEaglstein\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nImran Firoz*\n \nChief\nFinancial Officer (Principal Financial and Accounting Officer)\n \n\nJune 8, 2026\n\nImran\nFiroz\n \n \n \n \n\n \n\n47 \n\n \n\n** **\n\n**FDCTECH,\nINC.**\n\n \n\n**Index\nto Consolidated Financial Statements**\n\n \n\n \n**Pages**\n\n \n \n\n[Report\nof Independent Registered Public Accounting Firm](#f_001) (PCAOB: ID 7057)\nF-2\n\n \n \n\n[Consolidated\nBalance Sheets as of December 31, 2025 (Audited, Restated), and December 31, 2024 (Audited, Restated](#f_002)\nF-4\n\n \n \n\n[Consolidated\nStatements of Operations for the fiscal year ended December 31, 2025 (Audited, Restated), and December 31, 2024 (Audited, Restated)](#f_003)\nF-5\n\n \n \n\n[Consolidated\nStatements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 (Audited, Restated) and December 31,\n2024 (Audited, Restated)](#f_004)\nF-6\n\n \n \n\n[Consolidated\nStatements of Cash Flows for the fiscal year ended December 31, 2025 (Audited, Restated), and December 31, 2024(Audited, Restated)](#f_005)\nF-7\n\n \n \n\n[Notes\nto the Consolidated Financial Statements](#f_006)\nF-8\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** **\n\n**To\nthe Board of Directors and Stockholders of FDCTech Inc.**\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheets of FDCTech Inc. (the ‘Company’) as of December 31, 2025, and 2024,\nand the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for\nthe period ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of\nthe Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the periods ended December\n31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Restatement of Previously Issued Financial\nStatement**\n\n \n\nAs discussed in Note 4 to the financial statements, the 2025 and 2024 financial\nstatements have been restated to correct some misstatements and reclassifications. The correction of the misstatements affected the Cash\nand cash equivalents, subscription receivables, related party receivables, client funds, and equity line item in the balance sheet of\nthe previously issued financial statements filed on April 14, 2025.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n** **\n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involve our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any\nway our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit matters, providing\nseparate opinions on the critical audit matter or on the accounts or disclosures to which they relate.\n\n \n\n**Testing\nof Revenue**\n\n** **\n\nAs\ndiscussed in Note 2 of the financial statements, 3 (three) of the company’s subsidiaries offer trading services and solutions,\nspecializing in OTC and exchange-traded markets in Europe; this accounted for 67% of the total revenue, and it was generated from Commission,\nSwap, profit from trading, and net floating profit. The Company operates its brokerage business in two segments: retail and institutional\n(“clients” or “customers”). Through its retail and institutional segment, the Company provides its customers\n(individuals) around the world with access to a diverse range of global financial markets, including spot forex, precious metals, spread\nbets, and contracts for difference (“CFDs”) on currencies, commodities, indices, individual equities, cryptocurrencies, bonds,\nand interest rate products, as well as OTC options.\n\n \n\nWe\nidentified the sufficiency of audit evidence over the streams of revenue as a critical audit matter due to the fact that the evaluation\nof the sufficiency of audit evidence required subjective auditor judgment because of the large volume of data and the information technology\n(IT) applications utilized in the revenue recognition process in capturing the revenue data.\n\n \n\nHow\nWe Addressed the Matter in Our Audit\n\n \n\n●\nEvaluated the design and tested the operating effectiveness of certain\ninternal controls related to the processing and recording of revenue, including general IT controls and IT application controls.\n\n●\nInvolved IT professionals with specialized skills and knowledge who\nassisted in the identification and testing of certain IT systems, including the design of audit procedures, used by the Company for\nthe processing and recording of revenue.\n\n●\nRecalculated the recorded revenue for a sample of transactions by comparing\nthe amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts\nwith customers and other relevant and reliable third-party data.\n\n●\nConfirmed key contract terms with clients for a selection of contracts.\n\n●\nWe challenged the management about the data integrity and performed\na walk-through of the trading platform.\n\n●\nWe evaluated the sufficiency of the audit evidence obtained by assessing\nthe results of the procedures performed over revenue.\n\n \n\n**Related party balances and transactions**\n\n** **\n\nAs disclosed in Note 7 of the financial statements,\nunder Post-Acquisition Related Party Balances. AIL carried a related party advances of $37,579,900 due from Alchemy Capital Markets Ltd\nand Related Party payable of $25,512,642 due to Alchemy DMCC, a related party affiliate, included within the Related Party line on the\nconsolidated balance sheet. This balance reflects trading activity and liquidity arrangements conducted by AIL in the ordinary course\nof its operations as a securities dealer. The Company has entered into a number of transactions with these related parties in the form\nof loans and advances.\n\n \n\nThe reasons we determined this as a critical\naudit matter were related to (i) the amounts are material to the financial statement; (ii) Auditor judgment was involved in assessing\nthe sufficiency of the procedures performed to identify related parties and related party transactions of the Company.\n\n \n\nF-2\n\n \n\n \n\nHow\nthe Critical Audit Matter Was Addressed in the Audit\n\n \n\nWe\nperformed the following procedures to evaluate the identification of the related party transactions by the Companies:\n\n \n\n●Conducted\nbackground checks and reviewed other public research sources for information related to transactions\nbetween the Company and its related parties.\n\n●Obtained\nagreements between the Company and related parties and reviewed for proper accounting and\ndisclosures\n\n●Obtained\nconfirmations from the related parties for the account balances.\n\n●Reviewed\ntransaction details as posted to the accounting software from the bank statement and the\nCompany’s trading platform.\n\n \n\n**Client\nFunds****and clients’ funds obligations**\n\n** **\n\nAs\ndisclosed in Note 11, the Company is required to segregate client funds. Client money is held in segregated accounts and is not\navailable for general corporate use. The difference between client money assets and liabilities represents client funds held with trading\ncounterparties (liquidity providers) and amounts in transit.\n\n \n\nWe\nidentified the evaluation of the sufficiency of audit evidence over client funds as a critical audit matter due to the fact that it required\nthe auditor’s judgment to determine the outstanding balances, as the transactions were volatile and subject to exchange rate fluctuations.\n\n \n\nHow\nthe Critical Audit Matter Was Addressed in the Audit\n\n \n\n●We\nevaluated the design and tested the operating effectiveness of certain internal controls\nrelated to the client funds and client funds obligations process.\n\n●We\ninvolved IT professionals with specialized skills and knowledge, who assisted in the identification\nand testing of general IT controls and process-level IT risks, and confirmed the data integrity\nof the documents provided.\n\n●Reviewed\nthe data from the trading platform to confirm that intercompany balances were eliminated\n\n●We\nobtained confirmation from the clients.\n\n●Reviewed\ntransaction details as posted to the accounting software from the bank statement and trading\nactivities\n\n \n\n/S/\nLateef Awojobi\n\n \n\n**LAO\nPROFESSIONALS**\n\n(PCAOB\nID 7057)\n\n**(Chartered\nAccountants)**\n\nLagos,\nNigeria\n\nWe\nhave served as the Company’s auditor since 2025.\n\n \n\nJune 8, 2026\n\n \n\nF-3\n\n \n\n \n\n**FDCTECH,\nINC.**\n\n \n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n \n\n  \n\nDecember\n31, 2025\n\n(Restated)\n  \n\nDecember\n31, 2024\n\n(Restated)\n \n\nAssets \n    \n   \n\nCurrent\nassets: \n    \n   \n\nCash and cash equivalents  \n$\n11,855,861\n  \n$\n13,850,168\n \n\nRestricted cash — client funds (segregated) \n 5,813,888  \n 11,526,789 \n\nAccounts\nreceivable, net of allowance for doubtful accounts of $22,382\nand $22,382,\nrespectively \n 188,415  \n 25,000 \n\nPrepaid\nexpenses – current \n 353,089  \n 156,335 \n\nRelated party receivable \n 40,090,051  \n 1,682,450 \n\nTotal\nCurrent Assets \n \n**58,301,304**\n  \n\n \n**27,240,742**\n \n\nFixed\nassets, net \n 199,058  \n 185,195 \n\n**Other\nNon-Current Assets** \n    \n   \n\nCapitalized\nsoftware, net \n 1,480,246  \n 1,163,309 \n\nInvestment\nthrough subsidiary \n 36,062  \n 36,062 \n\nAccrued\nincome \n 279,889  \n 2,073,193 \n\nAcquired\nintangible assets \n 1,326,062  \n 1,317,108 \n\nPrepaid \n 244,008  \n - \n\nTax receivable \n 190,346  \n 167,907 \n\nFair value\nof trading positions for the firm, profit \n 1,183,873  \n 607,157 \n\nRight\nof use (lease) \n 811,038  \n 978,254 \n\nTotal\nassets \n$\n**64,051,886**\n  \n$\n**33,768,927**\n \n\nLiabilities\nand Stockholders’ Deficit \n    \n   \n\nCurrent\nliabilities: \n    \n   \n\nAccounts\npayable \n$166,212  \n$229,316 \n\nLine of credit \n 111,352  \n 115,337 \n\nAccrued\nexpenses, related party \n 532,287  \n 519,500 \n\nBusiness\nacquisition loan \n 2,350,000  \n 350,000 \n\nCares\nact- paycheck protection program advance \n -  \n 5,661 \n\nRelated\nparty advances \n \n29,197,470\n  \n \n7,992,840\n \n\nClient\nfunds payable \n 5,813,888  \n 11,526,789 \n\nOperating\nlease liability, current \n 165,692  \n 181,580 \n\nOther\ncurrent liabilities \n 2,132,993  \n 5,328,110 \n\nTotal\nCurrent liabilities \n \n**40,469,894**\n  \n \n**26,249,133**\n \n\nDeferred\ntax liabilities \n 377,975  \n 333,418 \n\nSBA loan\n– non-current \n 105,678  \n 114,184 \n\nOperating\nlease liability, non-current \n 364,655  \n 530,348 \n\nAccrued\ninterest – non-current \n 42,396  \n 70,493 \n\nTotal\nliabilities \n 41,360,598  \n **27,297,576** \n\nCommitments\nand Contingencies (Note 10) \n -  \n - \n\nStockholders’\nDeficit: \n    \n   \n\nSeries A Preferred stock, par value $0.0001,\n10,000,000 shares\nauthorized, 4,500,000 and\n4,500,000 issued\nand outstanding, as of December 31, 2025 and December 31, 2024 \n 450  \n 450 \n\nSeries B Preferred Stock,\npar value $0.0001,\n3,000,000\nshares authorized, 2,371,844\nand 2,361,844\nissued and outstanding, as of December 31, 2025, and December\n31, 2024 \n 237  \n 236 \n\nPreferred Stock, value \n 237  \n 236 \n\nCommon stock, par value $0.0001,\n750,000,000 shares\nauthorized; 423,084,729 and\n391,084,729 shares\nissued and outstanding, as of December 31, 2025, and December 31, 2024 \n \n42,308\n  \n \n39,108\n \n\nAdditional paid-in capital,\nCommon Series A, Series B \n \n26,917,226\n  \n \n16,883,620\n \n\nSubscription receivable\n \n \n(8,000,000\n)\n \n \n(8,000,000\n)\n\nAccumulated other comprehensive\nincome \n \n296,257\n  \n (72,781)\n\nAccumulated\ndeficit \n \n3,401,487\n  \n \n(2,396,102\n)\n\nTotal\nFDCTech, Inc. stockholders’ equity (deficit) \n \n**22,657,965**\n  \n \n**6,454,531**\n \n\nNoncontrolling\ninterest \n 33,323  \n 16,820 \n\n**Total Stockholders’ Equity**** **\n** ****22,691,288**** **** **\n** ****6,471,351**** **\n\nTotal\nliabilities and stockholders’ equity (deficit) \n$\n**64,051,886**\n  \n$\n**33,768,927**\n \n\n \n\nSee\naccompanying notes to the financial statements.\n\n \n\nF-4\n\n \n\n** **\n\n**FDCTECH,\nINC.**\n\n \n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n \n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\n  \n\nDecember\n31, 2025\n\n(Restated)\n  \n\nDecember\n31, 2024\n\n(Restated)\n \n\nRevenues \n   \n  \n\nTechnology &\nsoftware \n 5,099,187  \n 1,642,130 \n\nWealth management \n 6,430,897  \n 6,498,404 \n\nInvestment\nand Brokerage \n 23,429,315  \n 18,803,184 \n\n**Total\nrevenue**** **\n**$****34,959,399**** **** **\n**$****26,943,718**** **\n\nCost of sales \n    \n   \n\nTechnology & software \n -  \n 173,708 \n\nWealth management \n 5,755,675  \n 5,925,652 \n\nInvestment\nand Brokerage \n 10,059,683  \n 8,802,990 \n\nTotal\ncost of sales \n 15,815,358  \n 14,902,350 \n\nGross\nProfit \n$19,144,041  \n 12,041,368 \n\nOperating\nexpenses: \n    \n   \n\nGeneral and administrative \n 11,561,028  \n \n11,023,841\n \n\nSales and marketing \n 1,336,685  \n 1,466,616 \n\nDepreciation \n 178,754  \n 186,350 \n\nTotal\noperating expenses \n 13,076,467  \n \n**12,676,807**\n \n\nOperating\nincome (loss) \n 6,067,574  \n \n**(635,439**\n)\n\nOther income\n(expense): \n    \n   \n\nOther interest income (expense) \n (106,089)  \n (638,483)\n\nOther\nincome (expense) \n \n(132,507\n) \n 1,510,508 \n\nTotal\nother income (expense) \n (238,596) \n 872,025 \n\nIncome\n(loss) before provision for income taxes \n \n**5,828,978**\n  \n \n**236,586**\n \n\nProvision\nfor income taxes \n    \n - \n\nNet\nincome (loss) \n$\n**5,828,978**\n  \n$\n**236,586**\n \n\nLess:\nNet income (loss) attributable to noncontrolling interest \n 31,389  \n (10,958)\n\nNet\nincome (loss) attributable to FDCTech’s shareholders \n \n**5,797,589**\n  \n \n**247,544**\n \n\nNet\nincome (loss) per common share, basic and diluted \n$0.01  \n$0.00 \n\nWeighted\naverage number of common shares outstanding, basic and diluted \n 423,084,729  \n 390,377,880 \n\nOther comprehensive\nincome (loss): \n    \n   \n\nChange\nin foreign currency translation \n$\n369,038\n \n$\n(298,009\n)\n\nTotal\ncomprehensive income (loss) \n \n6,198,016\n  \n \n(61,423\n)\n\nComprehensive\nincome (loss) attributable to noncontrolling interests \n 39,812 \n 43\n\nComprehensive\nincome (loss) attributable to FDCTech stockholders \n$\n6,158,204\n  \n$\n(61,466\n)\n\n \n\nSee\naccompanying notes to the financial statements.\n\n \n\nF-5\n\n \n\n** **\n\n**FDCTECH,\nINC.**\n\n \n\n**CONSOLIDATED\nSTATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n \n\n  \n    \n    \n    \n    \n    \n    \n   \n \n \n \n \n \n    \n   \n\n** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n**Accumulated**** **** **\n** **** **\n \n \n \n \n** **\n** **** **** **\n** **\n\n** **** **\n** **** **** **\n** **** **** **\n**Additional**** **** **\n**other**** **** **\n** **** **\n \n \n \n \n** **\n****** **** **\n**Total**** **\n\n** **** **\n**Preferred\nstock**** **** **\n**Common\nstock**** **** **\n**Paid-in**** **** **\n**comprehensive**** **** **\n**Subscription**** **\n \n \n**Noncontrolling**\n \n** **\n**Accumulated**** **** **\n**Stockholders’**** **\n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \n**income\n(loss)**  \nReceivable \n \n \ninterest\n \n \nDeficit  \nDeficit \n\n**Fiscal year ended December 31, 2024 (Restated)** **** **** ****\n****** **** **\n****** **** **\n** **** **\n****** **\n \n \n****\n \n** **\n****** **** **\n****** **\n\nBalance,\nDecember 31, 2023 \n 8,300,000  \n$   830  \n 388,584,729  \n$  38,858  \n$  15,389,569  \n$225,228  \n$- \n \n$\n38,939\n \n \n$(2,643,647) \n$   13,049,777 \n\nSeries\nA Preferred canceled \n (2,000,000) \n (200) \n -  \n -  \n -  \n -  \n - \n \n \n-\n \n \n -  \n (200)\n\nSeries\nB issuances at $1.41\nper share \n 561,844  \n 56  \n -  \n -  \n 792,144  \n -  \n - \n \n \n-\n \n \n -  \n 792,200 \n\nCommon stock issued for adjustment\n \n -  \n -   \n 500,000  \n 50  \n 54,700  \n -  \n - \n \n \n-\n \n \n -  \n 54,750 \n\nStock subscription reclassification \n -  \n -  \n -  \n -  \n (200,000) \n - \n (8,000,000\n)\n \n \n-\n   -\n   (8,200,000\n)\n\nCommon\nstock issued for cash valued at $0.0144 \n -  \n -  \n 2,000,000  \n 200  \n 19,800  \n -  \n - \n \n \n-\n \n \n -  \n 20,000 \n\nIncrease\nin APIC due to shares issued at a discount \n -  \n -  \n -  \n -  \n 8,900  \n -  \n - \n \n \n-\n \n \n -  \n 8,900 \n\nChange\nin APIC due to common control \n -  \n -  \n -  \n -  \n \n818,507\n  \n -  \n - \n \n \n-\n \n \n -  \n \n818,507\n \n\nFX\ngain (loss) \n -  \n -  \n -  \n -  \n -  \n (298,009) \n - \n \n \n-\n \n \n - \n (298,009)\n\nRounding error adjustments \n -  \n -  \n -  \n -  \n - \n -  \n -\n \n \n\n \n \n 1  \n 1\n\nNet income (loss) attributable to noncontrolling interest \n -  \n -  \n -  \n -  \n -  \n -  \n - \n \n \n10,958\n \n \n \n-\n  \n \n10,958\n \n\nForeign currency translation — noncontrolling interest \n -  \n -  \n -  \n -  \n -  \n -  \n - \n \n \n(33,077\n)\n \n -  \n (33,077)\n\nNet income (loss) attributable to FDCTech shareholders \n -  \n -  \n -  \n -  \n -  \n -  \n - \n \n \n-\n \n \n 247,544 \n 247,544 \n\nBalance,\nDecember 31, 2024 (Restated) \n 6,861,844  \n$686  \n 391,084,729  \n$39,108  \n$16,883,620  \n$(72,781) \n$(8,000,000)\n\n$\n16,820\n\n \n$(2,396,102) \n$6,471,351 \n\n  \n    \n    \n    \n    \n    \n    \n   \n \n \n\n \n \n    \n   \n\nFiscal year ended December 31, 2025 (Restated)  \n   \n   \n  \n \n \n\n \n \n   \n  \n\nBalance, December 31, 2024 (Restated) \n 6,861,844  \n$686  \n 391,084,729  \n$39,108  \n$16,883,620  \n$(72,781) \n$(8,000,000)\n \n**$**\n**16,820**\n\n \n$(2,396,102) \n$6,471,351 \n\nBalance \n 6,861,844  \n$686  \n 391,084,729  \n$39,108  \n$16,883,620  \n$(72,781) \n$(8,000,000)\n \n \n16,820\n \n \n$(2,396,102) \n$6,471,351 \n\nCommon stock issued for services \n -  \n -  \n 32,000,000  \n 3,200  \n 32,000  \n -  \n - \n \n \n-\n \n \n -  \n 35,200 \n\nSeries B issuances at $1.41\nper share \n 10,000  \n 1  \n -  \n -  \n 14,099  \n -  \n - \n \n \n-\n \n \n -  \n 14,100 \n\nAcquisition of Alchemy International Limited (AIL) \n -  \n -  \n -  \n -  \n 8,933,118  \n -  \n - \n \n \n-\n \n \n -  \n 8,933,118 \n\nChange in APIC due to common control \n -  \n -  \n -  \n -  \n 1,054,389  \n -  \n - \n \n \n-\n \n \n -  \n 1,054,389 \n\nFX gain (loss) \n -  \n -  \n -  \n -  \n -  \n \n369,038\n  \n - \n \n \n-\n \n \n -  \n \n369,038\n \n\nNet income (loss) attributable to noncontrolling interest \n   \n \n  \n   \n  \n   \n  \n \n \n31,389\n \n \n \n-\n \n \n31,389\n\nForeign currency translation — noncontrolling interest \n -  \n- \n - \n -  \n- \n -  \n - \n\n(14,886\n)\n \n    \n (14,886)\n\nNet income (loss) attributable to FDCTech shareholders \n -  \n-  \n -  \n\n**-**\n  \n\n**-**\n  \n\n-\n  \n-\n \n \n-\n \n \n\n5,797,589\n  \n\n5,797,589\n \n\n**Balance, December 31, 2025 (Restated)**** **\n** ****6,871,844**** **** **\n**$****687**** **\n**423,084,729**** **\n**$****42,308**** **** **\n**$****26,917,226**** **** **\n**$****296,257**** **** **\n**$****(8,000,000****)**\n** **\n**$**\n**33,323**\n\n**$****3,401,487**** **** **\n**$****22,691,288**** **\n\n**Balance**** **\n** ****6,871,844**** **** **\n**$****687**** **\n**423,084,729**** **\n**$****42,308**** **** **\n**$****26,917,226**** **** **\n**$****296,257**** **** **\n**$****(8,000,000****)**\n** **\n**$**\n**33,323**\n\n**$****3,401,487**** **** **\n**$****22,691,288**** **\n\n \n\nSee\naccompanying notes to the financial statements\n\n \n\nF-6\n\n \n\n** **\n\n**FDCTECH,\nINC.**\n\n \n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n \n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\n  \n\nDecember\n31, 2025\n\n(Restated)\n  \n\nDecember\n31, 2024\n\n(Restated)\n \n\nNet income (loss) \n$\n**5,828,978**\n  \n$\n**236,586**\n \n\nAdjustments to reconcile net\nloss to net cash used in operating activities: \n    \n   \n\nDepreciation \n 178,754  \n 186,350 \n\nCommon\nstock issued for services\n \n 35,200  \n 54,750 \n\nSeries B stock issued for\nservices \n 14,100  \n 792,200 \n\nAccounts receivable allowance \n -  \n 22,382 \n\nFixed assets, net \n (192,617) \n (207,973)\n\nAcquired intangible assets \n (8,954) \n (11,615)\n\nChange\nin assets and liabilities: \n    \n   \n\nGross accounts receivable \n (163,415) \n 981,618 \n\nPrepaid \n (440,762) \n 246,856 \n\nRelated party receivable \n (38,407,601) \n (1,682,450)\n\nAccounts payable \n (63,104) \n 49,337 \n\nOther current liabilities \n (3,195,117) \n 4,557,126 \n\nAccrued interest \n (28,097) \n 37,431 \n\nClient funds payable \n (5,712,901) \n (18,693,481)\n\nFair value of trading position,\nnet \n (576,716) \n 268,101 \n\nOperating lease \n (181,581) \n 672,245 \n\nDeferred taxes \n 44,557  \n (513,163)\n\nRelated party guarantee \n -  \n 1,353,170 \n\nTax receivable \n (22,439) \n 9,299 \n\nAccrued income \n 1,793,304  \n (1,037,574)\n\nRight of use of assets (lease) \n 167,216  \n (938,571)\n\nAccrued\nexpenses, related party \n 12,787  \n (15,000)\n\nNet\ncash provided by (used in) operating activities \n$(40,918,408) \n$(13,632,376**)**\n\nInvesting\nActivities: \n    \n   \n\nCapitalized software \n (316,937) \n (75,766)\n\nBusiness acquisition seller’s\nnote \n 2,000,000  \n - \n\nAcquisition of Alchemy International Limited\n \n \n 8,933,118\n \n \n \n \n \n\nChanges in paid-in capital, common control \n 1,054,389  \n \n818,507\n \n\nNet\ncash provided by (used in) investing activities \n$11,670,570  \n$**742,741** \n\nFinancing\nActivities: \n    \n   \n\nBorrowing from (payments to)\nline of credit \n (3,985) \n 54,595 \n\nNet proceeds from CARES Act\n- paycheck protection program \n (5,661) \n (14,991)\n\nNet proceeds from SBA loan \n (8,506) \n (8,505)\n\nRelated party advances \n \n21,204,630\n  \n 7,199,501\n\nCommon stock issued for cash \n -  \n 20,000 \n\nCommon stock issued for financing cost \n \n-\n  \n 8,900 \n\nSeries A for cash and cancelation \n -  \n (200)\n\nChanges in NCI \n 16,503  \n (22,118)\n\nNoncontrolling\ninterest income \n (31,389)  \n 10,958\n\nNet\ncash provided by (used in) financing activities \n$\n**21,171,592**\n  \n$7,248,140\n\nEffect of exchange rates \n 369,038  \n (298,009)\n\nNet\nincrease (decrease) in cash \n (7,707,208) \n (5,939,504**)** \n\nCash,\ncash equivalents, and restricted cash at beginning of the period \n 25,376,957  \n 31,316,461 \n\nCash, cash equivalents, and restricted cash\nat end of the period \n$17,669,749  \n$25,376,957 \n\nCash\npaid for income taxes \n$-  \n$- \n\nCash\npaid for interest \n$-  \n$- \n\nNon - cash\ninvesting and financing activities: \n    \n   \n\n  \n$-  \n - \n\n \n\nSee\naccompanying notes to the financial statements.\n\n \n\nF-7\n\n \n\n** **\n\n**FDCTECH,\nINC. – NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS**\n\n \n\n**Organization\nand General**\n\n \n\nFDCTech,\nInc. (“FDCTech,” “the Company,” “we,” “us,” or “our”) is a financial technology\ncompany incorporated in the State of Delaware, United States of America, and is publicly traded on the OTC markets under the ticker symbol\nOTC: FDCT. The Company is a fully reporting public company subject to the reporting obligations of the Securities Exchange Act of 1934,\nas amended.\n\n \n\nThe\nCompany was founded in January 2016 as a back-office technology solution provider to the over-the-counter (“OTC”) brokerage\nand financial services industries. Through a series of strategic acquisitions, the Company has evolved into a diversified global financial\ntechnology platform. These acquisitions include AD Advisory Services Pty Ltd. (2021), Alchemy Markets Ltd. (2022–2023), Alchemy\nPrime Limited (2023), and Alchemy International Ltd. (2025), collectively expanding the Company’s operational footprint across\nAustralia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius.\n\n \n\nThe\naccompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries\n(collectively, the “Company”) for the year ended December 31, 2025. All intercompany balances and transactions have been\neliminated in consolidation.\n\n \n\n**Corporate\nStructure and Subsidiaries**\n\n \n\nFDCTech,\nInc. serves as the parent holding company. The following table presents the Company’s consolidated subsidiaries as of December\n31, 2025:\n\nSCHEDULE\nOF CONSOLIDATED SUBSIDIARIES \n\n**Subsidiary**\n \n**Ownership**\n \n**Jurisdiction**\n \n**Primary\nBusiness**\n \n**Markets\nServed**\n \n**Technology**\n\nAD Advisory Services Pty Ltd. (ADS)\n \n51.00%\n \nAustralia\n \nWealth\nManagement\n \nAustralia\n \nThird-party\nsoftware\n\nAlchemy\nMarkets Ltd. (AML)\n \n100.00%\n \nMalta\n \nFX,\nCFDs, Stocks, Bonds\n \nEurope\n(excl. UK)\n \nCondor\nTrading & Third-party\n\nAlchemy\nPrime Ltd. (APL)\n \n100.00%\n \nUnited\nKingdom\n \nFX,\nCFDs\n \nUnited\nKingdom\n \nCondor\nTrading & Third-party\n\nAlchemytech\nLtd. (ATECH)\n \n100.00%\n \nCyprus\n \nTechnology\nServices\n \nEurope\n \nCondor\nTrading\n\nAlchemy\nInternational Ltd. (AIL)\n \n99.90%\n \nSeychelles\n \nFX,\nCFDs\n \nAsia\n \nCondor\nTrading & Third-party\n\nXoala\nAsia (XOA)\n \n100.00%\n \nMauritius\n \nPayment\nIntermediary Services\n \nAsia\n \nThird-party\n\nPrime\nIntermarket Group Eurasia (PIG)\n \n100.00%\n \nMauritius\n \nFX,\nCFDs\n \nAsia\n \nCondor\nTrading & Third-party\n\n \n\nThe\nCompany consolidates all subsidiaries in which it holds a controlling financial interest. AD Advisory Services Pty Ltd. (ADS) is consolidated\nas a majority-owned subsidiary (51.00%\nownership), with the remaining 49.00%\nrecognized as a noncontrolling interest in the consolidated balance sheet and statements of operations. All other subsidiaries are wholly\nowned (100%) and fully consolidated, except for AIL, where the Company owns 99.90%.\n\n \n\nF-8\n\n \n\n \n\n**NOTE\n1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued)**\n\n \n\n**Nature\nof Operations**\n\n \n\nThe\nCompany operates through four complementary business segments, as follows:\n\n** **\n\n**(a)\nMargin Brokerage**\n\n \n\nThrough\nAlchemy Markets Ltd. (Malta, regulated by the Malta Financial Services Authority (“MFSA”)), Alchemy Prime Limited (United\nKingdom, regulated by the Financial Conduct Authority (“FCA”)), and Alchemy International Ltd. (Seychelles, regulated by\nthe Financial Services Authority (“FSA”)), the Company provides multi-asset online trading services—including foreign\nexchange (“FX”), contracts for difference (“CFDs”), equities, commodities, and digital assets—to retail\nand institutional clients globally.\n\n** **\n\n**(b)\nWealth Management**\n\n \n\nThrough\nAD Advisory Services Pty Ltd. (Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the\nCompany operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $530\nmillion in funds under advice as of December 31, 2025. This\nsegment provides licensing solutions and financial planning services to independent financial advisors operating under the Company’s\nAustralian Financial Services license.\n\n** **\n\n**(c)\nTechnology and Software Development**\n\n \n\nThrough\nFDCTech, Inc. and Alchemytech Ltd. (Cyprus), the Company develops, licenses, and supports its proprietary Condor Trading Technology suite,\nwhich includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system. This technology supports\nmulti-asset trading, risk management, and pricing across FX, equities, commodities, and digital assets and is utilized both internally\nacross the Company’s brokerage subsidiaries and licensed to third-party brokerage firms.\n\n** **\n\n**(d)\nPayment Intermediary Services**\n\n \n\nThrough\nXoala Asia (Mauritius, licensed by the Financial Services Commission (“FSC”)), the Company is developing a payment gateway,\nmerchant acquiring, and cross-border payment capabilities to complement its brokerage and wealth management operations. At December 31,\n2025, this segment remains in the early stages of development and has not yet generated material revenue.\n\n** **\n\n**Regulatory\nEnvironment**\n\n \n\nThe\nCompany’s brokerage and wealth management subsidiaries operate under licenses and regulatory oversight from multiple international\nfinancial regulatory authorities, including the MFSA (Malta), FCA (United Kingdom), FSA (Seychelles), ASIC (Australia), and FSC (Mauritius).\nThe Company is required to maintain minimum regulatory capital levels and comply with ongoing reporting, conduct-of-business, and anti-money-laundering\nobligations in each of its operating jurisdictions. Regulatory compliance and capital adequacy are monitored by management on an ongoing\nbasis.\n\n \n\n**Going\nConcern Consideration**\n\n \n\nThese\nconsolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue its operations\nfor the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Management\nhas evaluated the Company’s ability to continue as a going concern in accordance with Financial Accounting Standards Board (“FASB”)\nAccounting Standards Codification (“ASC”) Subtopic 205-40, *Presentation of Financial Statements—Going Concern*.\nThe Company’s assessment of going concern, including any identified conditions or events that may raise substantial doubt, and\nmanagement’s plans to mitigate such conditions, are further described in Note 2.\n\n \n\n**Fiscal\nYear**\n\n \n\nThe\nCompany’s fiscal year ends on December 31. The consolidated financial statements presented herein are for the year ended December\n31, 2025.\n\n \n\n**Board\nof Directors**\n\n \n\nAt\npresent, the Company has four members of the Board of Directors. Mitchell M. Eaglstein is the acting Chairman of the Company. Mitchell\nM. Eaglstein and Imran Firoz are the company’s executive directors and officers. Gope S. Kundnani is considered an executive director\nby owning at least 10% of the Company’s stock. Jonathan Baumgart is an independent director under NYSE and NASDAQ listing standards.\n\n \n\nMitchell\nM. Eaglstein and Imran Firoz have been Executive Directors of the Company since January 21, 2016.\n\n \n\nOn\nJune 15, 2021, the Company appointed Jonathan Baumgart as the Director of the Company.\n\n \n\nOn\nSeptember 30, 2022, the Company appointed Gope S. Kundnani as the Director of the Company.\n\n \n\nF-9\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n**Basis\nof Presentation and Principles of Consolidation**\n\n \n\nThe\naccompanying consolidated financial statements include the accounts of FDCTech, Inc. and its wholly owned subsidiary. We have eliminated\nall intercompany balances and transactions. The Company has prepared the consolidated financial statements consistent with the Company’s\naccounting policies in its financial statements. The Company has measured and presented the Company’s consolidated financial statements\nin US Dollars, which is the currency of the primary economic environment in which the Company operates (also known as its functional\ncurrency).\n\n \n\n**Consolidated\nFinancial Statement Preparation and Use of Estimates**\n\n \n\nThe\nCompany prepared the consolidated financial statements according to accounting principles generally accepted in the United States of\nAmerica (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to\nmake certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures\nat the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented.\nEstimates include revenue recognition, the allowance for doubtful accounts, website and internal-use software development costs, recoverability\nof intangible assets with finite lives, and other long-lived assets. Actual results could materially differ from these estimates.\n\n \n\n**Defined\nTerms**\n\n \n\nIn\nthese consolidated financial statements and the related notes, the terms “Restricted cash — client funds (segregated),”\n“client funds,” and “client money” are used interchangeably to refer to amounts held by the Company’s regulated brokerage\nsubsidiaries on behalf of clients in segregated accounts pursuant to applicable regulatory requirements, presented on the consolidated\nbalance sheets as a separately captioned restricted cash line item with an equal and offsetting client funds payable liability.\n\n \n\n**Cash\nand Cash Equivalents**\n\n \n\nCash\nand cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less of\noriginal maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For US financial\ninstitutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024. However, at December\n31, 2025, the majority of the cash balance was held with non-FDIC financial institutions in Malta, the UK, and other countries. On December\n31, 2025, and 2024, the Company had $11,855,861\nand $13,850,168\ncash and cash equivalents held at the financial institution.\n\n \n\n**Common-Control Transactions and Statement of\nCash Flows Classification**\n\n \n\nThe Company accounts for business combinations between entities under common\ncontrol in accordance with ASC 805-50, recognizing the assets and liabilities of the acquired entity at their carrying amounts as of the\ntransaction date, with any difference between the consideration transferred and the carrying value of net assets received recognized as\nan adjustment to additional paid-in capital. For purposes of the consolidated statements of cash flows, cash consideration paid in common-control\nacquisitions of businesses is classified as an investing activity, consistent with ASC 230-10-45-13(c), which characterizes payments to\nacquire equity instruments of, or interests in, other entities as investing activities. The Company applies this classification consistently\nto all common-control business acquisitions across the periods presented.\n\n \n\n**Accounts\nReceivable**\n\n \n\nIn some\ncases, the customer receivables are due immediately on demand; however, in most cases, the Company offers net 30 terms or n/30, where\nthe payment is due in full 30 days after the invoice’s date. The Company has based the allowance for doubtful accounts on its assessment\nof the collectability of customer accounts. The Company regularly reviews the allowance by considering historical experience, credit\nquality, the accounts receivable balances’ age, and economic conditions that may affect a customer’s ability to pay and expected\ndefault frequency rates. Trade receivables are written off at the point when they are considered uncollectible.\n\n \n\n**Sales,\nMarketing, and Advertising**\n\n \n\nThe\nCompany recognizes sales, marketing, and advertising expenses when incurred.\n\n \n\nThe\nCompany incurred $1,336,685\nand $1,466,616\nin sales, marketing, and advertising costs (“sales and\nmarketing”) for the fiscal year ended December 31, 2025, and 2024, respectively. The sales and marketing costs are mainly due to\nexpenses related to investment and brokerage business. The sales, marketing, and advertising expenses represented 3.82%\nand 5.44%\nof the sales for the fiscal year ended December 31, 2025, and 2024, respectively.\n\n \n\nF-10\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Revenue\nRecognition**\n\n \n\nOn\nJanuary 1, 2019, the Company adopted ASU 2014-09 Revenue from Contracts with Customers. Most of the Company’s revenues come from\ntwo contracts – IT support and maintenance (‘IT Agreement’) and software development (‘Second Amendment’)\nthat fall within the scope of ASC 606.\n\n \n\nThe\nCompany recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration\nthe Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company\naccounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from\nContracts with Customers (Topic 606), which includes the following steps:\n\n \n\n \n●\nIdentify\nthe contract or contracts and subsequent amendments with the customer.\n\n \n●\nIdentify\nall the performance obligations in the contract and subsequent amendments.\n\n \n●\nDetermine\nthe transaction price for completing performance obligations.\n\n \n●\nAllocate\nthe transaction price to the performance obligations in the contract.\n\n \n●\nRecognize\nthe revenue when, or as, the Company satisfies a performance obligation.\n\n \n\nThe\nCompany adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. The Company\npresents results for reporting periods beginning after January 1, 2019, under ASC 606, while prior period amounts are reported following\nlegacy GAAP. In addition to the above guidelines, the Company also considers implementing guidance on warranties, customer options, licensing,\nand other topics. The Company considers revenue collectability, methods for measuring progress toward the complete satisfaction of a\nperformance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer\nacceptance, and other relevant categories.\n\n \n\nThe\nCompany accounts for a contract when it and the customer (parties) have approved the agreement and are committed to fulfilling their\nobligations. Each party can identify its rights, obligations, and payment terms; the contract has commercial substance. The Company will\nprobably collect all of the consideration. Revenue is recognized when performance obligations are satisfied by transferring control of\nthe promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s\nstandard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice.\n\n \n\nThe\nCompany considers the change in scope, price, or both as contract modifications. The parties describe contract modification as a change\norder, a variation, or an amendment. A contract modification exists when the parties approve a modification that either creates new or\nchanges existing enforceable rights and obligations. The Company assumed a contract modification by oral agreement or implied by the\ncustomer’s customary business practice when agreed in writing. If the parties to the contract have not approved a contract modification,\nthe Company continues to apply the existing contract’s guidance until the contract modification is approved. The Company recognizes\ncontract modification in various forms –partial termination, an extension of the contract term with a corresponding price increase,\nadding new goods or services to the contract, with or without a corresponding price change, and reducing the contract price without a\nchange in goods/services promised.\n\n \n\nAt\ncontract inception, the Company assesses the solutions or services, or bundles of solutions and services, obligated in the contract with\na customer to identify each performance obligation within the contract and then evaluate whether the performance obligations are capable\nof being distinct and distinct within the context of the agreement. Solutions and services incapable of being distinct and distinct within\nthe contract context are combined and treated as a single performance obligation in determining the allocation and recognition of revenue.\nFor multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone\nselling price basis. The Company determines the stand-alone selling price for each item at the transaction’s inception, involving\nthese multiple elements.\n\n \n\nSince\nJanuary 21, 2016 (Inception), the Company has derived its revenues mainly from consulting services, technology solutions, and\ncustomized software development. The Company recognizes revenue when it has satisfied a performance obligation by transferring control\nover a product or delivering a service to a customer. We measure revenue based on the considerations outlined in an arrangement or contract\nwith a customer.\n\n \n\nF-11\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nThe\nCompany’s typical performance obligations include the following:\n\n \n\n**Performance\nObligation**\n \n**Types\nof Deliverables**\n \n**When\nPerformance Obligation is Typically Satisfied**\n\nConsulting\nServices\n \nConsulting\nrelated to Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime Brokerage (“SYOPB”), FX/OTC liquidity\nsolutions, and lead generations.\n \nThe\nCompany recognizes the consulting revenues when the customer receives services over the contract length. If the customer pays the\nCompany in advance for these services, the Company records such payment as deferred revenue until the Company completes the services.\n\n \n \n \n \n \n\nTechnology\nServices\n \nLicensing\nof Condor Risk Management Back Office (“Condor Risk Management”), Condor FX Pro Trading Terminal, Condor Pricing Engine,\nDigital Assets Platform (“Digital Assets Web Trader Platform”), and other digital assets-related solutions.\n \nThe\nCompany recognizes ratably over the contractual period that the services are delivered, beginning on the date such service is made\navailable to the customer. Licensing agreements are typically one year in length with an option to cancel by giving notice; customers\nhave the right to terminate their agreements if the Company materially breaches its obligations under the agreement. Licensing agreements\ndo not provide customers with the right to take possession of the software. The Company charges the customers a set-up fee for installing\nthe platform, and implementation activities are insignificant and not subject to a separate fee.\n\n \n \n \n \n \n\nSoftware\nDevelopment\n \nDesign\nand build development software projects for customers, where the Company develops the project to meet the design criteria and performance\nrequirements as specified in the contract.\n \nThe\nCompany recognizes the software development revenues when the Customer obtains control of the deliverables as stated in the Statement-of-Work\ncontract.\n\n \n\nThe\nCompany assumes that the goods or services promised in the existing contract will be transferred to the customer to determine the transaction\nprice. The Company believes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only\nthose amounts to which the Company has rights under the present contract. For example, if the Company enters a contract with a customer\nwith an original term of one year and expects the customer to renew it for a second year, the Company will determine the transaction\nprice based on the initial one-year period. When choosing the transaction price, the company first identifies the fixed consideration,\nincluding non-refundable upfront payment amounts.\n\n \n\nTo\nallocate the transaction price, the Company gives the amount that best represents the consideration that the entity expects to receive\nfor transferring each promised good or service to the customer. The Company allocates the transaction price to each performance obligation\nidentified in the contract on a relatively standalone selling price basis to meet the allocation objective. In determining the standalone\nselling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar\ncircumstances. The Company sometimes uses the adjusted market assessment approach to determine the standalone selling price. It evaluates\nthe market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or\nservices when sold separately.\n\n \n\nThe\nCompany recognizes revenue when or as it transfers the promised goods or services into the contract. The Company considers the\n“transfers” of the promised goods or services when the customer obtains control of the goods or services. The Company\nbelieves a customer “obtains control” of an asset when it can directly use and substantially obtain all the remaining\nbenefits from an asset. The Company recognizes deferred revenue related to services it will deliver within one year as a current\nliability. The Company presents deferred revenue related to services that the Company will provide more than one year into the\nfuture as a non-current liability.\n\n \n\nAccording\nto the contract’s terms and conditions, the Company invoices the customer at the beginning of the month for the month’s services.\nThe invoice amount is due upon receipt. The Company recognizes the revenue at the end of each month as equal to the invoice amount.\n\n \n\nF-12\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Wealth\nManagement**\n\n \n\nAD\nAdvisory Services Pty (ADS), the Company’s wealth management revenue, primarily consists of advisory revenue, commission revenue\nfrom insurance products, fees to prepare the statement of advice, rebalancing portfolio, and other financial planning activities. ADS\nis authorized and regulated by the Australian Securities & Investments Commission (ASIC) to conduct licensing activities in Australia.\n\n \n\nASC\n606 establishes a five-step model for revenue recognition aimed at enhancing comparability and transparency across entities, industries,\nand capital markets. The Company only recognizes revenue that reflects the transfer of promised goods or services to customers in exchange\nfor the consideration to which the entity expects to be entitled.\n\n \n\nFor\nADS, a contract is an agreement between ADS and a client that creates enforceable rights and obligations, encompassing advisory services,\ninsurance product commissions, and other financial planning activities. Contracts may be written, oral, or implied by customary business\npractices and are identified when both parties approve the agreement; each party can identify rights regarding the goods or services\nto be transferred and establish payment terms, the contract has commercial substance, and collection of payment is probable.\n\n \n\nA\nperformance obligation is a promise in a contract to transfer a distinct good or service to the Customer. For ADS, performance obligations\nmay include:\n\n \n\n \n●\nProviding\nongoing financial advisory services,\n\n \n●\nPreparing\nstatements of advice,\n\n \n●\nExecuting\nportfolio rebalancing,\n\n \n●\nFacilitating\nthe purchase of insurance products, and\n\n \n●\nOffering\nother specialized financial and estate planning services.\n\n \n\nWe\nevaluate these services to determine if they are distinct, considering whether the Customer can benefit from the service on its own or\nwith other resources readily available to the Customer and if the promise to transfer the service is separately identifiable from other\npromises in the contract.\n\n \n\nThe\ntransaction price is the amount of consideration ADS expects to be entitled to in exchange for transferring the promised goods or services\nto the Customer. These services include fixed fees, commissions from insurance products, and variable consideration for performance-based\nfees. ADS estimates the amount of variable consideration to which it will be entitled in a manner that reflects the likelihood and magnitude\nof a revenue reversal.\n\n \n\nIf\na contract includes more than one performance obligation, ADS allocates the transaction price to each performance obligation based on\nits standalone selling price. When standalone selling prices are not directly observable, ADS estimates them using methods that may include\ncost-plus margin, market assessment, or residual approach, considering the Customer’s perceived value of each service.\n\n \n\nADS\nrecognizes revenue when (or as) a performance obligation is satisfied, i.e., when the control of the promised good or service is transferred\nto the Customer. For ongoing services, revenue is recognized over time, reflecting the continuous transfer of services. For services\nthat are performed at a specific point in time, revenue is recognized when the service is completed. The pattern of revenue recognition\nis determined based on when the Customer obtains control of the promised good or service, which, for advisory services, is typically throughout\nthe contract, and for transaction-based services (like insurance commissions or fees for specific planning activities), is at the point\nin time when the transaction is executed, or the service is rendered. If we receive payments before services, we defer and recognize\nthem as revenue when satisfied with our performance obligation. Advisory revenue includes fees charged to clients in advisory accounts\nfor which we are the licensed investment advisor. We bill advisory fees weekly.\n\n \n\nF-13\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Investment\nand Brokerage**\n\n \n\nAlchemy\nMarkets Ltd (AML) and Alchemy Prime Ltd (APL) offer trading services and solutions, specializing in OTC and exchange-traded markets\nin Europe. Malta Financial Services Authority (MFSA) regulates AML with authorized countries, including Austria, Belgium, Bulgaria,\nCyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,\nLuxembourg, Liechtenstein, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. The Financial\nConduct Authority (FCA) regulates APL within the authorized countries of England, Scotland, Wales, and Northern Ireland.\n\n \n\nThe\nCompany operates its brokerage business in two segments: retail and institutional (“clients” or “customers”).\nThrough its retail and institutional segment, the Company provides its customers (individuals) around the world with access to a diverse\nrange of global financial markets, including spot forex, precious metals, spread bets, and contracts for difference (“CFDs”)\non currencies, commodities, indices, individual equities, cryptocurrencies, bonds, and interest rate products, as well as OTC options.\nThe FCA defines a retail customer as a client who is not a professional or eligible counterparty. A professional client is an entity\nthat must be authorized or regulated to operate in the financial markets. According to the MFSA, a retail client is a client who is not\na professional client or an eligible counterparty. A professional client has the knowledge, experience, and expertise to assess the risks\nand make investment decisions.\n\n \n\nWe\nrecognize Investment and Brokerage revenues through the principal model following the guidance outlined in ASC 606, Revenues from Contracts\nwith Customers. The Company primarily generates revenue through market-making and trading execution services for its clients, known as\nTrading Revenues. The Trading revenue is the Company’s largest source of revenue. Trading revenue comprises trading revenue from\nthe retail OTC business and advisory business. OTC trading includes forex trading (“forex”), precious metals trading, CFDs,\nand spread betting (in markets that do not prohibit such transactions), as well as other financial products.\n\n \n\nWe\nrealize gains or losses when we liquidate customer transactions. We revalue unrealized gains or losses on trading positions at prevailing\nmarket rates at the date of the balance sheet. We include them in Receivables from brokers, Payables to customers, and Payables to brokers\non the Consolidated Balance Sheets. We record changes in net unrealized gains or losses in Trading Revenue on the Consolidated Statements\nof Operations and Comprehensive (Loss)//Income. We record Trading Revenue on a trade date basis.\n\n \n\nWe\nalso generate business through an agency model by earning commissions and spreads for executing customer trades. We book these revenues\non a trade-date basis. The Company serves as an agent for clearing trades and as a principal for fees paid to introducing brokers. The\nCompany does not assume any market-making risk concerning customer trades in this business.\n\n \n\nNet\ninterest revenue consists primarily of the revenue generated by the Company’s cash and customer cash held at banks, as well as\nfunds on deposit as collateral with the Company’s liquidity providers, less interest paid to the Company’s customers.\n\n \n\nWe\nrecord interest revenue and interest expense when they are earned and incurred, respectively.\n\n \n\nF-14\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Concentrations\nof Credit Risk**\n\n \n\n*Cash*\n\n \n\nCash\nand cash equivalents include cash on hand, bank deposits, and other short-term, highly liquid investments with three months or less\nof original maturities. The Company maintains its cash balances at multiple financial institutions, both domestic and foreign. For\nUS financial institutions, the balances do not exceed Federal Deposit Insurance Corporation (FDIC) limits as of December 31, 2024.\nAt December 31, 2024, most of the cash was held with non-FDIC financial institutions in Malta, the UK, and other countries. At\nDecember 31, 2025, the Company held total cash and cash equivalents of $17,669,749, comprising $11,855,861 of unrestricted cash at financial\ninstitutions and $5,813,888 of segregated client funds. At December 31, 2024, the comparable balances were $25,376,957 in\ntotal, consisting of $13,850,168 of unrestricted cash and $11,526,789 of segregated client funds. Of the year-end totals, $15,258,896 and\n$12,658,241 were\nheld at various liquidity providers in 2025 and 2024, respectively.\n\n \n\n*Revenues*\n\n \n\nThe\nrevenues are comprised of three main business segments: Investment and Brokerage, Wealth Management, and Technology and Software Development.\nFor the fiscal year ended December 31, 2025, and 2024, the Company generated $34,959,399\nand $26,943,718\nin revenues, an increase of over 29.8% from the previous year,\nmainly due to an increase in margin brokerage and technology business.\n\n \n\n*Accounts\nReceivable*\n\n \n\nAt\nDecember 31, 2025, and 2024, the accounts receivable were $188,415\nand $25,000.\nAt December 31, 2025, and 2024, the Management determined that the allowance for doubtful accounts was $22,382\nand $22,382,\nrespectively.\n\n \n\n**Significant\nAcquisitions**\n\n \n\nThe\nCompany completed the Acquisition of 100.00%\nof the issued and outstanding shares of Alchemy Prime Limited (“APL”) on November 30, 2023 (“Acquisition Date”)\nfrom Alchemy Prime Holdings Ltd. (“Seller” or “APHL”), through an exchange for 966,379\nSeries B preferred convertible stocks valued at $1,362,594.\n\n \n\nThe\nCompany completed the Acquisition of the remaining 49.90%\nof the issued and outstanding shares of Alchemy Markets Holdings Ltd (Alchemy BVI) and its subsidiary Alchemy Markets Ltd (AML) on November\n30, 2023 (“Acquisition Date”), from Alchemy Prime Holdings Ltd., through an exchange for 833,621\nSeries B preferred convertible stocks valued at $1,175,406.\n\n \n\nThe\nCompany estimated the total purchase price for the Acquisition(s) or Transaction(s) to be $2,538,000.\nThe Seller is a UK entity, with Mr. Gope S. Kundnani (“Kundnani”) as the (sole) natural person holding one hundred percent\n(100%)\nshareholding in the APHL. Kundnani is also a controlling shareholder in the Company, a related party.\n\n \n\nFurther,\nthe Company, Kundnani, and the current management are responsible for making strategic and operational decisions for both APL and AML\n(“Targets”).\n\n \n\nF-15\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nAs\nthere is no quoted market for Series B Preferred convertible stock, and the Acquisition of 100% of the equity of APL and 49.90%\nof AML are related party transactions, we valued the exchange of 1,800,000 shares\nof Series B Preferred convertible stock based on the audited net financial assets (book value) of the targets.\n\n \n\nThe\nnet financial assets of 100%\nAPL were $1,362,594,\nand 49.90%\nof AML was $1,175,406,\nwith a total purchase price of $2,533,334\nfor 1,800,000\nshares of Series B Preferred convertible stock or $1.41\nper share.\n\n \n\n**Table\n1. Closing Acquisition Consideration Breakdown**\n\n \n\n**Series\nB Preferred convertible stock Issued for Purchase of APL and AML**\n\n**SCHEDULE\nOF ACQUISITION CONSIDERATION BREAKDOWN**** **\n\n  \n\n**Net\nFinancial Assets**\n\n**(Book\nValue)**\n  \nPurchase\n%  \nPurchase\nPrice ($)  \nType\nof Shares \nPrice\nper Shares  \n#\nof Shares \n\n  \nLocal\nCurrency  \nUSD\n($)  \n   \n   \n  \n   \n  \n\nShares of \n   \n   \n   \n   \n  \n   \n  \n\nAPL \n£1,118,035  \n 1,362,594(1) \n 100.00% \n$1,362,594  \nSeries B \n$1.41  \n 966,379 \n\nAML \n€2,255,556  \n 2,351,192(2) \n 49.90% \n$1,175,406  \nSeries B \n$1.41  \n 833,621 \n\nTotal \n    \n    \n    \n$2,538,000  \n  \n    \n 1,800,000 \n\n \n\n \n(1)\nAs\nof June 30, 2022, £1 = $1.2165,\nNet Financial Assets based on June 30, 2022, audited financial statements\n\n \n\n \n(2)\nAs\nof November 30, 2022, €1 EUR = $1.042,\nNet Financial Assets based on November 30, 2022, audited financial statements\n\n \n\nUnder\nASC 805-50-15-6, based on the ownership of Kundnani and the management structure post-acquisition, we believe the following guidance\nin the transactions between entities under common control subsections applies to combinations between entities or businesses under common\ncontrol:\n\n \n\n \na)\nThe\nSeller (APHL or Kundnani) transfers its controlling interest in APL and AML to the Company controlled by the Seller, directly or\nindirectly through its ownership as an individual or through APHL. This transaction is a legal organization change, but not the reporting\nentity. The reporting entity remains the Company.\n\n \n\nThe\nSEC staff’s conclusions expressed during the deliberations in EITF 02-5 that common control exists between (or among) separate\nentities in the following situations: An individual or enterprise holds more than 50% of the voting ownership interest of each entity.\nA group of shareholders has over 50% voting ownership in each entity and a written agreement to vote the majority of shares together.\nKundnani meets these criteria.\n\n \n\nWe\nhave accounted for the Acquisition under the acquisition method of accounting per ASC 805, with the Company treated as the accounting\nacquirer and Targets treated as the “acquired” Company for financial reporting purposes. We determine the Company an accounting\nacquirer based on the following facts: (i) after the Acquisition(s), shareholders of the Company held the majority of the voting interest\nof the combined Company; (ii) the Board of Directors of the Company possess majority control of the Board of Directors of the combined\nCompany; and (iii) members of the management of the Company are responsible for the management of the combined Company. As such, we have\ntreated the financial statements of the Company as the historical financial statements of the combined Company. The Company will present\nconsolidated or combined financial statements in place of the financial statements of individual entities.\n\n \n\nWe\nhave identified the Company as the legal acquirer, as it is the entity that issued securities. Comparatively, we have identified Targets\nas the legal acquiree, the entity whose equity interests are acquired.\n\n \n\nWe\nhave recognized Target’s assets and liabilities as their carrying amounts in the combined financial statements of the controlling\nparty, the Company, immediately before the Acquisition. This approach does not necessitate a fair value adjustment or a recognition of\ngoodwill that would typically follow a standard business combination. Therefore, we have recorded assets and liabilities at book value.\n\n \n\nThe\ntransaction’s equity structure involves the issuance of Series B preferred convertible stock valued at $2,538,000,\nwhich is reflected in the Company’s equity.\n\n \n\nThe\npost-acquisition consolidation process eliminates any existing intercompany transactions or balances between the Company and Target(s).\nAlthough the initial recognition does not adjust assets and liabilities to fair value, the Company evaluates intangible assets in Target’s\nfinancial statements on December 31, 2023.\n\n \n\nF-16\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**AML\nPurchase Price Allocation**\n\n \n\nAML’s\nBalance Sheet as of November 30, 2023 (Acquisition Date):\n\nSCHEDULE\nOF PURCHASE PRICE ALLOCATION \n\nDescription \nBook\nValue, $ \n\nAssets: \n   \n\nCash and cash\nequivalents (1) \n 3,215,638 \n\nPrepaid \n 5,277 \n\nFinancial Assets through\nprofit and less (2) \n 1,070,795 \n\nRelated party guarantee\n(3) \n 1,340,432 \n\nAccrued income \n 1,545,557 \n\nTax receivable (4) \n 175,538 \n\nCapitalized software, net \n 295,391 \n\nFixed\nassets (5) \n 2,391 \n\nTotal\nassets: \n$7,651,019 \n\nLiabilities: \n   \n\nAccounts Payable (6) \n 173,060 \n\nFinancial liability at\nfair value through profit and loss (7) \n 515,906 \n\nCurrent liabilities - Creditors (11) \n   \n\nRelated party advances \n   \n\n  \n   \n\nClient funds(8) \n 2,773,824 \n\nDeferred\ntax liabilities(9) \n 348,570 \n\nTotal\nliabilities \n$3,811,360 \n\nNet assets, (A) \n 3,839,660 \n\nAccumulated other\ncomprehensive income (loss), (B) \n 53,605 \n\nPurchase Price, 833,621\nSeries B Preferred Stock valued at $1.41,\n(C) \n 1,175,406 \n\nIncrease in APIC\n(A) – (B) – (C) \n$2,610,648 \n\n \n\n**APL\nPurchase Price Allocation**\n\n \n\nAPL’s\nBalance Sheet as of November 30, 2023 (Acquisition Date):\n\n \n\nDescription \nBook\nValue, $ \n\nAssets: \n   \n\nCash and cash\nequivalents, including cash at liquidity provider (1) \n 28,562,337 \n\nFixed assets (2) \n 157,520 \n\nPrepaid \n 405,702 \n\nTotal\nassets: \n$29,125,559 \n\nLiabilities: \n   \n\nDeferred Tax(9) \n 430,142 \n\nCurrent liabilities - Creditors\n(10) \n 874,636 \n\nClient funds (8) \n 26,239,126 \n\nRelated party advances \n 2,500,619 \n\nTotal\nliabilities \n$30,044,523 \n\nNet assets (A) \n (918,964)\n\nAccumulated other\ncomprehensive income (loss), (B) \n (5,539)\n\nPurchase Price, 966,379\nSeries B Preferred Stock valued at $1.41,\n(C) \n 1,362,594 \n\nIncrease in APIC\n(A) – (B) – (C) \n$(2,276,019)\n\n \n\n(1)\nWe\nrecognize cash and cash equivalents held by AML and APL, and deposits in bank accounts and liquidity providers that can be accessed\non demand or within 90 days.\n\n \n\n(2)\nFinancial\nassets at fair values for AML through profit and loss are derivative contracts in favor of AML. They are included in our other current\nassets in the consolidated balance sheet as of November 30, 2023. We determine financial assets at fair values by reference to market\nprices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques since\ntheir variables include only data from observable markets. We categorize AML’s derivative financial instruments as level 2.\n\n \n\nF-17\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n(3)\nGuarantee\nprovided by Alchemy BVI as a parent to AML for any shortfall in the net capital.\n\n \n \n\n(4)\nEstimated\noverpaid tax to the Commissioner of Tax Revenue, Malta.\n\n \n \n\n(5)\nAll\nproperty and equipment are initially recorded at historical cost and included in our fixed assets, net in the consolidated balance\nsheet as of November 30, 2023. Historical cost includes expenditures directly attributable to the Acquisition of the items. We calculate\ndepreciation using the straight-line method to allocate their cost or revalued amounts to their residual values over their estimated\nuseful lives.\n\n \n \n\n(6)\nTrade\nand other payables comprise obligations to pay for goods or services acquired from suppliers in the ordinary course of business.\nAccounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle\nof the business if longer). If not, they are presented as non-current liabilities.\n\n \n \n\n(7)\nFinancial\nliabilities at fair values for AML through profit and loss are derivative contracts against AML. They are included in our other current\nassets in the consolidated balance sheet as of November 30, 2023. We determine financial liabilities at fair values by reference\nto market prices or rates quoted at the end of the reporting period. Observable market prices or rates support the valuation techniques\nsince their variables include only data from observable markets. We categorize AML’s derivative financial instruments as level\n2.\n\n \n \n\n(8)\nCustomer\nnet trading deposits are funds placed with the Company by clients intended to trade FX, securities, or other investment\nactivities.\n\n \n \n\n(9)\nWe\nrecognize deferred tax using the liability method on temporary differences between the tax bases of assets and liabilities and their\ncarrying amounts in the financial statements. We include deferred tax liabilities in our consolidated balance sheet as of November\n30, 2023. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill; deferred tax\nis not accounted for if it stems from the initial recognition of an asset or liability in a transaction other than a business combination\nthat at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates\n(and Malta laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when\nthe related deferred tax asset is realized, or the deferred tax liability is settled.\n\n \n \n\n(10)\nShort-term\nborrowings are primarily composed of lines of credit and short-term loans from financial institutions.\n\n** **\n\nF-18\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**AIL\nAcquisition**\n\n \n\nThe\nCompany completed the Acquisition of 99.9%\nof the issued and outstanding shares of Alchemy International Ltd (“AIL”) on October 29, 2025 (“Acquisition Date”),\nfrom SYNC Capital Limited (“Seller”), a UK entity, through a cash payment of $2,000,000\n(the “Consideration”). The\nremaining 0.1% of AIL’s shares were retained by a minority interest, resulting in a Non-Controlling Interest (“NCI”)\nof 0.1%.\n\n \n\nThe\nSeller, SYNC Capital Limited, is wholly owned by Mr. Gope S. Kundnani (“Kundnani”). Prior to the Acquisition, Kundnani held\n99.9%\nof AIL’s 50,000\nissued shares, comprising 35,000\nshares through SYNC Capital Limited and 14,950\nshares held personally. Kundnani is also a controlling shareholder\nof the Company, a related party. The Acquisition was subject to regulatory approval by the UK Financial Conduct Authority (“FCA”),\nwhich was received on October 29, 2025, constituting the effective Acquisition Date for accounting purposes.\n\n \n\nThe\ntransaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”),\nand was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates\nrecused, in compliance with SPA Section 10.6.\n\n \n\nUnder\nASC 805-50-15-6, and consistent with the accounting treatment applied to the prior acquisitions of APL and AML, the Company has determined\nthat the Acquisition of AIL constitutes a transaction between entities under common control. Both AIL (through SYNC Capital Limited)\nand the Company were, immediately before and after the transaction, controlled by the same individual — Kundnani — who holds\nmore than 50%\nof the voting ownership interest of each entity, thereby satisfying the common control criteria established in EITF 02-5. ASC 805-20\n(the acquisition method) does not apply.\n\n \n\nAccordingly,\nthe Company has accounted for the Acquisition under ASC 805-50-30-5. All assets and liabilities of AIL have been recognized at their\nhistorical carrying amounts as of the Acquisition Date (proxied at October 31, 2025, per the nearest available management accounts).\nNo fair value adjustments have been made, no purchase price allocation has been performed, and no goodwill or bargain purchase gain has\nbeen recognized in the consolidated income statement.\n\n \n\nThe\ndifference between the Consideration paid ($2,000,000)\nand the net book value of AIL attributable to the Company at the Acquisition Date represents a capital contribution by Kundnani to the\nCompany. This amount has been credited to Additional Paid-In Capital (“APIC”) in the Company’s consolidated equity.\nThe APIC credit is calculated as follows:\n\nSCHEDULE\nOF ACQUISITION DATE REPRESENTS A CAPITAL CONTRIBUTION \n\n  \n   \n\n100% Net Book Value of AIL at October 31, 2025 \n$10,944,062 \n\nLess: Consideration paid (per SPA) \n (2,000,000)\n\nLess: Non-Controlling\nInterest (0.1%\nof Net Book Value) \n (10,944)\n\nAPIC\n– Capital Contribution from Controlling Shareholder \n$8,933,118 \n\n \n\nThe\nCompany has recognized NCI at $10,944,\nrepresenting 0.1%\nof AIL’s net book value at the Acquisition Date. The post-acquisition consolidation process eliminates intercompany transactions\nand balances between the Company and AIL. Only results from the Acquisition Date (October 29, 2025) through December 31, 2025, are included\nin the Company’s consolidated income statement for the year ended December 31, 2025.\n\n \n\nF-19\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nThe\nFSA SD136 regulatory license held by AIL has not been separately recognized as an intangible asset, as it was not previously recorded\non AIL’s books, and ASC 805-50 does not require or permit the recognition of assets not already carried by the transferring entity.\n\n \n\n**AIL\nPurchase Price Allocation**\n\n \n\nAIL’s\nBalance Sheet as of October 31, 2025 (proxied Acquisition Date):\n\nSCHEDULE\nOF AIL’s BALANCE SHEETS \n\nDescription \nBook\nValue, $ \n\nAssets: \n   \n\nPlant and Machinery, net (1) \n 1,005 \n\nLiquidity Provider Accounts, net (2) \n 10,815,560 \n\nC/A – Alchemy Capital Markets Ltd (3) \n 24,994,050 \n\nC/A – Alchemy Markets EU (4) \n 552,490 \n\nNet Intercompany Receivables (5) \n 1,589,085 \n\nRebates Receivable \n 46,970 \n\nPayment Gateways (6) \n 599,510 \n\nOther Debtors, Prepayments, and Deposits \n 30,096 \n\nCash at Banks \n 5,954,369 \n\nC/A – FXIFY \n 5,985 \n\nTotal assets: \n$44,589,120 \n\nLiabilities: \n   \n\nTrade Creditors \n 91,268 \n\nClient Money Liabilities – Retail (7) \n 618,443 \n\nClient Money Liabilities – TTCA (7) \n 12,432,686 \n\nC/A – Shareholders \n 50,000 \n\nC/A – Intercompany (payable) \n 240,645 \n\nC/A – Alchemy DMCC (8) \n 19,933,099 \n\nOther Payables, Rebates,\nAccruals, and Sundry \n 278,917 \n\nTotal\nliabilities \n$33,645,058 \n\nNet assets (A) \n 10,944,062 \n\nNon-Controlling Interest, 0.1%\nof Net Assets (B) \n 10,944 \n\nConsideration paid, $2,000,000\ncash (C) \n 2,000,000 \n\nAPIC\n– Capital Contribution (A) – (B) – (C) \n$8,933,118 \n\n \n\n(1)\nPlant\nand machinery are recorded at historical cost, net of accumulated depreciation, as carried on AIL’s books at the Acquisition\nDate. No fair value adjustment has been applied.\n\n \n \n\n(2)\nLiquidity\nprovider accounts represent net balances held with third-party liquidity providers in connection with AIL’s FX and CFD trading\noperations.\n\n \n \n\n(3)\nCurrent\naccount receivable from Alchemy Capital Markets Ltd (ACM), a related-party affiliate, reflecting intercompany trading and operational\nbalances at book value.\n\n \n \n\n(4)\nCurrent\naccount receivable from Alchemy Markets EU, a related-party affiliate, reflecting intercompany trading and operational balances at\nbook value.\n\n \n \n\n(5)\nNet\nintercompany receivables represent amounts due from other entities within the consolidated group, recorded at carrying value and\neliminated upon consolidation.\n\n \n \n\n(6)\nBalances\nheld with payment gateway providers represent client deposits and settlement amounts in transit.\n\n \n \n\n(7)\nClient\nmoney liabilities represent net trading deposits placed with AIL by clients for FX, CFD, and other investment activities. Retail\nclient funds and professional/TTCA client funds are presented separately in accordance with applicable regulatory requirements.\n\n \n \n\n(8)\nCurrent\naccount payable to Alchemy DMCC, a related-party affiliate. This balance is included in the Company’s consolidated related-party\ndisclosures. At December 31, 2025, this balance had increased to $25,512,642.\n\n \n\nF-20\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Research\nand Development (R and D) Cost**\n\n \n\nThe\nCompany acknowledges that future benefits from research and development (R and D) are uncertain and cannot capitalize on the R and D\nexpenditure. The GAAP accounting standards require us to expend all research and development expenditures as incurred. For the fiscal\nyear ended December 31, 2025, and 2024, the Company incurred $0\nand $0,\nR and D costs. In the consolidated income statements, we have included the R and D costs in the General and Administrative expenses.\n\n \n\n**Legal\nProceedings**\n\n \n\nThe\nCompany discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company\nrecords its best estimate of loss related to pending legal proceedings when the loss is probable, and the amount can be reasonably estimated.\nThe Company can reasonably estimate a range of losses with no best estimate in the range; the Company records the minimum estimated liability.\nAs additional information becomes available, the Company assesses the potential liability related to pending legal proceedings, revises\nits estimates, and updates its disclosures accordingly. The Company’s legal costs associated with defending itself are recorded\nas expenses when incurred.\n\n \n\nThe\nCompany and its subsidiaries are involved in the following legal proceedings:\n\n \n\n**Asher\nAlkoby, et al. v. FDCTech**\n\n \n\nThis\naction is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024. The claimants are\nAsher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), a Malta-incorporated broker that FDCTech purchased\nin June 2023. Following completion of the acquisition, the Company discovered that in 2019, the target company had anti-money laundering\ndeficiencies and was fined by the Financial Intelligence Analysis Unit.\n\n \n\nAn\nexternal audit also revealed that the previous shareholders had taken loans from the company that were never repaid, resulting in the\nnet capital of the company being lower than disclosed during negotiations. Based on these findings, FDCTech withheld the final payment\nto the sellers.\n\n \n\nThe\nclaimants are seeking approximately $1.02\nmillion in amounts they allege are owing under the Share Sale\nAgreement, which they are seeking to rectify to make it legally enforceable. The Company has counterclaimed for a declaration that the\nShare Sale Agreement is ineffective and unenforceable and seeks repayment of $915,000\npaid to the sellers. On October 17, 2025, the Court granted\nthe claimants permission to amend their claim to include a third claimant. The Company has prepared an Amended Defense and Counterclaim\nthrough Counsel, which was served May 9, 2025. A Costs and Case Management Conference took place on November 17, 2025, at which directions\nwill be given to the trial, which will take place in November 2026.\n\n \n\n**FDCTech,\nInc. v. Intelligenceline.com, Fintelegram.com, et al.**\n\n \n\nThis\naction is pending in the Superior Court of California, County of Orange. FDCTech alleges that the defendants, through their websites\nIntelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,\nillegal conduct, and regulatory violations. The Company claims these statements have caused significant reputational and financial harm,\nincluding lost business opportunities. FDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment\nfor the removal of defamatory content.\n\n \n\nThe\ncomplaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive relief.\nThe 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\nCompany’s motion. Following the hearing, the court instructed FDCTech to conduct an investigation as to the beneficial owner of\nIntelligenceline.com.\n\n \n\n**Alchemy\nMarkets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023)**\n\n \n\nThis\nappeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta. On September 23, 2023, the Financial Intelligence Analysis\nUnit (FIAU) imposed an administrative penalty of €419,997\nand a follow-up directive on Alchemy Markets Ltd. (formerly\nNSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019.\nThe examination occurred approximately four years prior to the decision and under a different ownership and control of the subsidiary.\n\n \n\nThe\nCompany filed this appeal on October 19, 2023, challenging the decision-making process that led to the imposition of the penalty as well\nas the law on which it was based, asserting that the penalty is arbitrary and excessive, and claiming that certain aspects of the decision\nare unfounded both by law and in fact. The Company seeks to overturn the administrative penalty and the follow-up directive imposed by\nFIAU. The case is in the evidentiary production stage pertaining to the Company as appellant. On October 24, 2025, a hearing was held\nfor the Company to continue presenting evidence. The Court scheduled an additional hearing for the FIAU to cross-examine the Company’s\nwitnesses for February 2, 2026, to be heard before Madam Justice Rachel Montebello, following which the matter will be adjourned for\nfinal legal submissions.\n\n \n\nF-21\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Alchemy\nMarkets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024)**\n\n \n\nThis\nconstitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same\nSeptember 23, 2023, FIAU decision described above. The Company filed this application on April 2, 2024, challenging: (i) the composition\nof the FIAU and its enabling law; (ii) the decision-making processes which allegedly breach the Company’s fundamental human right\nto a fair hearing; and (iii) that given the penal nature of the penalty, in breach of the Constitution of Malta, the Company was not\nadjudged by an independent court. The Company requests the Constitutional Court to set aside the FIAU decision in its entirety.\n\n \n\nA\nfirst procedural hearing took place on May 7, 2024, and the Company has brought its evidence in support of the claim. The First Hall\nCivil Court (Constitutional Jurisdiction) has, in various instances, pronounced that administrative penalties being imposed by the FIAU\nare more akin to a penal sanction and that, therefore, subject persons should be afforded the full rights afforded to an accused under\ncriminal law and has consistently quashed FIAU decisions on this basis. While these judgments are, in most part, subject to further appeal\nbefore the Constitutional Court of Appeal and have, in two instances, been overturned by the Constitutional Court of Appeal, the Company\nconsiders that the principles underpinning such previous judgments are applicable to the Company. The case remains pending as of January\n21, 2026; the next hearing in the matter is set for January 28, 2026.\n\n \n\nThe\nCompany believes it has meritorious defenses and counterclaims in the above matters and intends to defend them vigorously. However, litigation\nis inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty.\n\n** **\n\n**Impairment\nof Long-Lived Assets**\n\n \n\nThe\nCompany reviews long-lived assets for impairment following FASB ASC 360, Property, Plant, and Equipment. We test long-lived assets for\nrecoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment charge\nis recognized when the asset’s carrying value exceeds the fair value. There are no\nimpairment charges for the fiscal years ended December 31, 2025,\nand 2024.\n\n** **\n\n**Provision\nfor Income Taxes**\n\n \n\nThe\nprovision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities\nare based on the temporary differences between the consolidated financial statement and income tax bases of assets and liabilities using\nthe enacted tax rates applicable yearly.\n\n \n\nThe\nCompany utilizes a two-step approach to recognizing and measuring uncertain tax positions (“tax contingencies”). The first\nstep is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than\nnot that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is\nto measure the tax benefit as the largest amount, more than 50%, is likely to be realized upon ultimate settlement. The Company considers\nmany factors when evaluating and estimating its tax positions and benefits, requiring periodic adjustments, which may not accurately\nforecast actual outcomes. The Company includes interest and penalties for tax contingencies in providing income taxes in the operations’\nconsolidated statements. The Company’s management does not expect the total amount of unrecognized tax benefits to change significantly\nin the next twelve (12) months.\n\n** **\n\n**Software\nDevelopment Costs**\n\n \n\nThe\nCompany accounts for software development costs in accordance with ASC 985-20 and ASC 350-40. Costs incurred after the establishment\nof technological feasibility, or during the application development stage for internal-use software, are capitalized and amortized on\na straight-line basis over the estimated useful life of three (3)\nyears. Costs incurred prior to establishing technological feasibility are expensed as incurred.\n\n \n\nF-22\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Convertible\nInstruments**\n\n \n\nThe\nCompany accounts for convertible instruments in accordance with ASC 470-20, Debt with Conversion and Other Options, as amended by ASU\n2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s\nOwn Equity (Subtopic 815-40). Under ASU 2020-06, the cash conversion model and the beneficial conversion feature model have been eliminated\nfor convertible instruments. Accordingly, convertible instruments are accounted for as a single unit unless a conversion feature meets\nthe conditions for bifurcation as a derivative under ASC 815.\n\n \n\nConvertible\npreferred stock is evaluated at issuance to determine whether it should be classified as equity or as a liability in accordance with\nASC 480, Distinguishing Liabilities from Equity. Instruments that are mandatorily redeemable or that embody an unconditional obligation\nto transfer assets are classified as liabilities; all others are classified as equity.\n\n \n\nThe\nCompany’s Series B preferred convertible stock is classified as equity. No convertible debt instruments were outstanding as of\nDecember 31, 2025, and 2024. There were no amortization charges related to debt discounts or beneficial conversion features for the fiscal\nyears ended December 31, 2025, and 2024.\n\n \n\n**Foreign\nCurrency Translation and Re-measurement**\n\n \n\nThe\nCompany translates its foreign operations to US dollars following ASC 830, “*Foreign Currency Matters*.” Gains or losses\nresulting from translating the foreign currency financial statements are accumulated as a separate component of accumulated other comprehensive\nincome (“AOCI”) in the Company’s stockholders’ equity and noncontrolling interests. Transaction gains and losses\nresulting from exchange rate changes on transactions denominated in currencies other than the functional currency of the applicable subsidiary\nare included in the Consolidated Statements of Income, within “Other (income) expense, net”, in the year in which the change\noccurs.\n\n \n\nWe\nhave translated the local currency of ADS, AML, and APL in the Australian Dollar (AUD), Euro Dollar (EUR), and British Pound (GBP),\nrespectively, into US$1.00 at the following exchange rates for the respective dates:\n\n \n\nThe\nexchange rate at the reporting end date:\n\n \n\nSCHEDULE\nOF EXCHANGE RATE \n\n  \nDecember\n31,\n2025  \nDecember\n31,\n2024 \n\nUSD: AUD \n$1.4993  \n 1.6168 \n\nUSD: EUR \n$0.8523  \n 0.9662 \n\nUSD: GBP \n$0.7436  \n 0.7990 \n\n \n\nAverage\nexchange rate for the period:\n\n \n\n  \nQ1\n2025  \nQ2\n2025  \nQ3\n2025  \nQ4\n2025 \n\nUSD: AUD \n$1.5939  \n 1.5605  \n 1.5282  \n 1.5040 \n\nUSD: EUR \n$0.9507  \n 0.8814  \n 0.8553  \n 0.8590 \n\nUSD: GBP \n$0.7944  \n 0.7489  \n 0.7417  \n 0.7519 \n\nForeign currency exchange rate, translation \n$0.7944  \n 0.7489  \n 0.7417  \n 0.7519 \n\n \n\nADS’\nfunctional currency is AUD, and the reporting currency is the US dollar. AML’s functional currency is the EUR, and its reporting\ncurrency is the US dollar. APL’s functional currency is GBP, and its reporting currency is US dollars.\n\n \n\nThe\nCompany translates its records into USD as follows:\n\n \n\n \n●\nAssets\nand liabilities at the rate of exchange in effect at the balance sheet date\n\n \n●\nEquities\nat the historical rate\n\n \n●\nRevenue\nand expense items at the average rate of exchange prevailing during the period\n\n \n\nF-23\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n**Fair\nValue**\n\n \n\nThe\nCompany uses current market values to recognize certain assets and liabilities at a fair value. The fair value is the estimated price\nat which the Company can sell the asset or settle a liability in an orderly transaction to a third party under current market conditions.\nThe Company uses the following methods and valuation techniques for deriving fair values:\n\n \n\nMarket\nApproach – The market approach uses the prices associated with actual market transactions for similar or identical assets and liabilities\nto derive a fair value.\n\n \n\nIncome\nApproach – The income approach uses estimated future cash flows or earnings, adjusted by a discount rate representing the time\nvalue of money and the risk of cash flows not being achieved, to derive a discounted present value.\n\n \n\nCost\nApproach – The cost approach uses the estimated cost to replace an asset adjusted for the obsolescence of the existing asset.\n\n \n\nThe\nCompany ranks the fair value hierarchy of information sources from Level 1 (best) to Level 3 (worst). The Company uses these three levels\nto select inputs to valuation techniques:\n\n \n\n**Level\nI**\n \n**Level\n2**\n \n**Level\n3**\n\nLevel\n1 is a quoted price for an identical item in an active market on the measurement date. Level 1 is the most reliable evidence of fair\nvalue and is used whenever this information is available.\n \nLevel\n2 is directly or indirectly observable inputs other than quoted prices. An example of a Level 2 input is a valuation multiple for\na business unit based on comparable companies’ sales, EBITDA, or net income.\n \nLevel\n3 is an unobservable input. It may include the company’s data, adjusted for other reasonably available information. Examples\nof a Level 3 input are an internally-generated financial forecast.\n\n \n\n**Basic\nand Diluted Loss per Share**\n\n \n\nThe\nCompany follows ASC 260, Earnings Per Share, to account for earnings per share. Basic earnings per share (“EPS”) calculations\nare determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings\nper share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share\nequivalents outstanding. At December 31, 2025, and 2024, the Company had 423,084,729\nand 390,377,880\nweighted average basic and dilutive shares issued and outstanding,\nrespectively.\n\n \n\nDuring\nthe period ended December 31, 2025, and 2024, common stock equivalents were dilutive due to net income. Hence, they are not considered\nin the computation.\n\n** **\n\n**Reclassifications**\n\n \n\nCertain\nprior period amounts were reclassified to conform to the current year’s presentation. None of these classifications impacted reported\noperating or net loss for any presented period.\n\n \n\n**Recent\nAccounting Pronouncements**\n\n \n\nIn December\n2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which requires enhanced disclosures\nabout a reporting entity’s effective tax rate and its income taxes paid (refunded). ASU 2023-09 is effective for public business\nentities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025, on a prospective\nbasis. The adoption expanded the Company’s income tax disclosures as reflected in Note 13, *Income Taxes*, and did not affect\nthe Company’s consolidated financial position, results of operations, or cash flows.\n\n \n\nIn March\n2024, the FASB issued ASU 2024-01, *Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar\nAwards*, to guide how entities should determine the appropriate accounting treatment for the issuance of profits interest\nunits and similar types of awards. The ASU is effective for public business entities for interim and annual periods for fiscal years\nbeginning after December 15, 2024. The Company adopted ASU 2024-01 effective January 1, 2025. The adoption did not have a material impact\non the Company’s consolidated financial statements because the Company has not issued profits interest or similar awards.\n\n \n\nIn March\n2024, the FASB issued ASU 2024-02, *Codification Improvements—Amendments to Remove References to the Concept Statements*,\nwhich removes various references to the FASB’s Concepts Statements from the Codification. The amendments are effective for public\nbusiness entities for fiscal years beginning after December 15, 2024. The Company adopted ASU 2024-02 effective January 1, 2025, and\nthe adoption did not have a material impact on the Company’s consolidated financial statements.\n\n \n\nIn December\n2023, the FASB issued ASU 2023-08, *Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and\nDisclosure of Crypto Assets*, which is effective for all entities for fiscal years beginning after December 15, 2024, including interim\nperiods within those fiscal years. The Company adopted ASU 2023-08 effective January 1, 2025. The adoption did not have a material impact\non the Company’s consolidated financial statements because the Company does not hold crypto assets within the scope of the ASU.\n\n \n\nIn March\n2025, the FASB issued ASU 2025-02, *Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin\nNo. 122*, which removed Codification references related to SAB 121 following its rescission by SAB 122. The amendments were effective\nupon issuance on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company adopted ASU 2025-02 during\n2025, and the adoption did not have a material impact on the Company’s consolidated financial statements because the Company does\nnot safeguard crypto assets for platform users.\n\n \n\nF-24\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n** **\n\n*Recently\nIssued Accounting Pronouncements Not Yet Adopted*\n\n \n\nIn November\n2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic\n220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in tabular format, disaggregated\ninformation about specified categories of expenses, along with a qualitative reconciliation to the captions on the face of the financial\nstatements. In January 2025, the FASB issued ASU 2025-01, which clarified that ASU 2024-03 is effective for public business entities\nfor annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early\nadoption is permitted. The Company is evaluating the effect that ASU 2024-03, as clarified by ASU 2025-01, will have on its disclosures\nand does not expect the ASU to affect its consolidated financial position, results of operations, or cash flows.\n\n \n\nIn November\n2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible\nDebt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should\nbe accounted for as an induced conversion. The ASU is effective for all entities for annual reporting periods beginning after December\n15, 2025, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of ASU 2024-04 and\ndoes not expect the adoption to have a material impact on its consolidated financial statements.\n\n \n\nIn May\n2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer\nin the Acquisition of a Variable Interest Entity, which is effective for fiscal years beginning after December 15, 2026, including interim\nperiods within those fiscal years. Early adoption is permitted. The Company is evaluating the impact of ASU 2025-03 on its consolidated\nfinancial statements.\n\n \n\nIn July\n2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic\n606): Clarifications to Share-Based Consideration Payable to a Customer, which is effective for fiscal years beginning after December\n15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company does not currently have share-based\nconsideration payable to customers within the scope of the ASU and does not expect adoption to have a material impact on its consolidated\nfinancial statements.\n\n \n\nIn September\n2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements\nto the Accounting for Internal-Use Software, which modernizes the recognition guidance for internal-use software costs by removing references\nto project-stage concepts and providing updated capitalization guidance. The Company is evaluating the impact of ASU 2025-06 on its capitalization\npolicies for internally developed software and related disclosures.\n\n \n\nIn December\n2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which improves the navigability of ASC 270\nand clarifies when it applies. Early adoption is permitted, and the ASU permits retrospective or prospective transition. The Company is\nevaluating the impact of ASU 2025-11 on its interim disclosures.\n\n \n\nIn December\n2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 targeted improvements to U.S. GAAP across multiple topics,\nincluding clarifications to diluted earnings per share calculations when a loss from continuing operations exists. The Company is evaluating\nthe impact of ASU 2025-12 on its consolidated financial statements and disclosures.\n\n \n\nOther accounting\npronouncements issued but not yet effective are not expected to have a material impact on the Company’s consolidated financial\nposition, results of operations, or cash flows.\n\n \n\n**NOTE\n3. MANAGEMENT’S PLANS**\n\n \n\nThe Company\nhas prepared its consolidated financial statements on a going concern basis, which contemplates the realization of assets and the settlement\nof liabilities in the ordinary course of business. The Company has historically reported accumulated deficits; however, as described\nbelow, Management believes that the Company’s financial position and operating trajectory as of December 31, 2025, substantially\nreduces, and may eliminate, the conditions that previously gave rise to substantial doubt about the Company’s ability to continue\nas a going concern.\n\n \n\nFor the fiscal year ended December 31, 2025, the Company achieved significant\nimprovement across all key financial metrics. The Company generated total consolidated revenues of $34,959,399, representing an increase\nof approximately 29.8% over the prior year, driven by full-year contributions from Alchemy Markets Ltd. (AML) and Alchemy Prime Ltd. (APL),\nas well as the post-acquisition contribution of Alchemy International Ltd. (AIL) from October 29, 2025, through December 31, 2025. The\nconsolidated net income attributable to the Company’s shareholders for the year ended December 31, 2025, was $5,797,589. At December\n31, 2025, we held total cash and cash equivalents of $17,669,749, consisting of $11,855,861 of unrestricted cash and $5,813,888 of segregated\nclient funds, of which $15,258,896 in aggregate was held at liquidity providers. The working capital surplus was $17,831,410, and the\naccumulated deficit was fully eliminated, resulting in an accumulated surplus of $3,401,487.\n\n \n\nIn\nprior periods, the Company reported recurring net losses from operations and an accumulated deficit that raised substantial doubt\nabout its ability to continue as a going concern. At December 31, 2024 (as restated), the Company reported an accumulated deficit of\n$2,396,102,\nwe held total cash and cash equivalents of $25,376,957, consisting of $13,850,168\nof unrestricted cash and $11,526,789 of segregated client funds, of which $12,658,241 held\nat liquidity providers, and a working capital surplus of $991,609.\nNet income attributable to FDCTech’s shareholders for the year ended December 31, 2024 (as restated) was $247,544.\n\n \n\nF-25\n\n \n\n \n\n**NOTE\n3. MANAGEMENT’S PLANS (continued)**\n\n \n\nOn\nOctober 29, 2025, the Company completed the acquisition of 99.9%\nof the issued and outstanding shares of Alchemy International Ltd. (“AIL”), a securities dealer licensed by the Financial\nServices Authority of Seychelles (License SD136), from SYNC Capital Limited, a wholly owned entity of Mr. Gope S. Kundnani. The consideration\nwas $2,000,000\ncash. AIL was immediately earnings-accretive and contributed\nnet income of approximately $6,276,000\nattributable to the Company’s shareholders for the period\nfrom the Acquisition Date through December 31, 2025. The AIL acquisition expands the Company’s global regulatory footprint and\nsignificantly enhances its capacity to serve offshore brokerages, high-frequency traders, and institutional clients.\n\n \n\n**Management’s\nPlans**\n\n \n\nIn\nresponse to the conditions described above and to support the Company’s continued growth, Management has implemented and continues\nto pursue the following plans:\n\n \n\n**Achieved\nand Sustained Profitability.**The Company returned to profitability in fiscal year 2025, generating Net income (loss) attributable\nto FDCTech’s shareholders of $5,828,978 for\nthe year ended December 31, 2025, compared to a net income of $236,586 for the year ended December 31, 2024 (as restated). The Company also eliminated its accumulated deficit entirely, reporting an accumulated\nsurplus of $3,401,487 as of December\n31, 2025. Management’s focus on operating leverage, disciplined cost management, and integration of acquired entities has produced\nmeasurable results. Management intends to sustain and grow profitability through the continued execution of its diversified financial\nservices platform.\n\n \n\n**Revenue\nDiversification and Segment Growth.**The Company operates across three segments — Investment and Brokerage, Wealth Management,\nand Technology and Software Development. Total revenues for the year ended December 31, 2025, were $34,959,399,\nan increase of approximately 29.8%\nfrom $26,943,718\nin the prior year (as restated). Technology and software revenues\ngrew to $5,099,187,\nan increase of 210.5%\nfrom $1,642,130\nin the prior year. Management expects continued growth in the\nTechnology segment, driven by expanded licensing of the proprietary Condor Trading Platform and the commercialization of the Condor Investing\nand Trading App.\n\n \n\n**Strategic\nAcquisitions and Global Expansion.**The Company’s growth strategy centers on acquiring and scaling small to mid-size legacy\nfinancial services companies with complementary regulatory licenses and client bases. In addition to the AIL acquisition completed in\nOctober 2025, the Company announced the acquisition of Alchemy Global to expand its market presence in the Middle East and Asia, and\nis advancing its acquisition of Steven AB (trading as Xoala), a Swedish-registered investment firm. These acquisitions expand the Company’s\nregulatory footprint and diversify its revenue base across multiple jurisdictions.\n\n \n\n**Regulatory\nExpansion.**The Company’s subsidiary Alchemy Markets Ltd. received authorization from the Malta Financial Services Authority\n(MFSA) to offer equities and money market securities, significantly broadening its product offering to clients. The Company has also\nexpanded its physical presence with new offices in Cyprus, Malta, and the United Kingdom, reinforcing its commitment to regulated, multi-jurisdictional\noperations.\n\n \n\n**Uplisting\nto a Senior National Securities Exchange.**In February 2025, the Company announced its intention to apply for uplisting to a senior\nnational securities exchange, such as the Nasdaq Capital Market or the New York Stock Exchange. The Company has engaged Lucosky Brookman\nLLP as legal counsel and E.F. Hutton & Co. LLC as financial advisor to assist with capital markets strategy, financing opportunities,\nand the uplisting process. Shareholders have approved an increase in authorized common stock from 500\nmillion to 750\nmillion shares and authorized the Board of Directors to implement\na reverse stock split within a ratio of not less than 1-for-10\nand not more than 1-for-100\nat any time prior to June 30, 2026, providing flexibility to\nmeet exchange listing standards. Management believes uplisting will enhance liquidity, expand the Company’s institutional investor\nbase, and provide greater access to capital markets. In September 2025, the Company engaged ThinkEquity LLC (“ThinkEquity”)\nto act as the sole book-runner for the firm commitment underwriting of the proposed registered public offering (the “Offering”)\nof common stock (the “Common Stock”) by FDCTech, Inc. (collectively, with its subsidiaries and affiliates, the “Company”).\nThe Offering will consist of the sale of approximately $20\nmillion worth of Common Stock of the Company (the shares of\nCommon Stock to be sold in the Offering are hereinafter referred to collectively as the “Shares”).\n\n \n\n**Capital\nMarkets and Balance Sheet Strength.** At December 31, 2025, the Company had total cash and cash equivalents of $17,669,749,\nconsisting of $11,855,861 of unrestricted cash held at financial institutions and $5,813,888\nof segregated client funds, and a working capital surplus of $17,831,410 and total stockholders’ equity of $22,657,965 attributable to FDCTech, Inc. stockholders (plus $33,323 noncontrolling interest),\nproviding adequate liquidity to fund operations, service obligations, and pursue continued growth initiatives. The Company’s capital\nstructure reflects the Series A and Series B preferred convertible stock issued in connection with prior financing and acquisition transactions,\nboth classified as equity. Management does not anticipate a need for emergency financing to sustain operations in the near term.\n\n \n\n**S-1\nRegistration Statement.**In connection with the planned uplisting, the Company intends to file an S-1 registration statement with\nthe Securities and Exchange Commission. The Company’s audited financial statements for AIL for the relevant periods, pro-forma\nfinancial information under Article 11 of Regulation S-X, and related-party transaction disclosures required under Regulation S-K Item\n404 will be included as required by applicable SEC rules.\n\n \n\nBased\non the foregoing, including the Company’s elimination of its accumulated deficit, its return to profitability in fiscal year 2025,\nits strong cash and working capital position as of December 31, 2025, the earnings-accretive contribution of AIL, and Management’s\nactive plans for continued operational and strategic growth, Management believes that the Company has sufficient resources to continue\nas a going concern for at least twelve months from the date these financial statements are issued. The consolidated financial statements\ndo not include any adjustments that might result from the outcome of this assessment. Management will continue to monitor conditions\nand update its plans as circumstances evolve.\n\n \n\nF-26\n\n \n\n \n\n**NOTE\n4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS**\n\n \n\n**Background for fiscal year ending December\n31, 2025**\n\n** **\n\nThe Company originally filed its Annual Report\non Form 10-K for the year ended December 31, 2025, on April 17, 2026 (the “Original Filing”). On April 22, 2026, the Company\nfiled Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”). Amendment No. 1 had no impact on the Consolidated Balance Sheet, the previously reported net income (loss), total\nassets, total liabilities, or stockholders’ equity (deficit).\n\n \n\nSubsequent to the filing of Amendment No. 1, in response to comments received from the Staff of the Securities and\nExchange Commission, the Company is filing Amendment No. 2 on Form 10-K/A (the “Restatement”) to (i) disaggregate the previously\nreported ‘Cash’ line item on the Consolidated Balance Sheet into two separately captioned line items, ‘Cash and cash equivalents’ and\n‘Restricted cash — client funds (segregated),’ with a corresponding ‘Client funds payable’ liability presented separately on the\nface of the Consolidated Balance Sheet; (ii) reflect cash, cash equivalents, and restricted cash on a combined basis on the Consolidated\nStatements of Cash Flows in accordance with ASC 230-10-50-8, with the reconciliation between the consolidated balance sheets and the consolidated\nstatements of cash flows set forth in Note 11; and (iii) add Note 11 Client Funds. Restricted cash — client funds (segregated) represent\namounts held on behalf of customers of the Company’s regulated brokerage subsidiaries, with an offsetting client funds payable liability.\nIn addition to those presentation and disclosure reclassifications — which by themselves do not change\nany previously reported total — the Restatement records corrections principally relating to the recalculation of the parent company\noperating lease under ASC 842, a related reclassification within other income (expense), and the foreign currency translation and noncontrolling\ninterest allocations. For the fiscal year ended December 31, 2025, these corrections increase total assets by $280,690 to $64,051,886,\nincrease consolidated net income by $14,366 to $5,828,978 (net income attributable to FDCTech, Inc.’s shareholders of $5,797,589,\ncompared to $5,783,223 as previously reported), and increase the accumulated surplus by $280,692 to $3,401,487; for the comparative fiscal\nyear ended December 31, 2024, they conform the comparative amounts to the restated figures described under “Background for fiscal\nyear ending December 31, 2024” below. Previously reported total revenue, total cost of sales, gross profit, and basic and diluted\nearnings per share are unchanged, and no subtotal of the Consolidated Statements of Cash Flows is changed by the presentation reclassifications.\n\n \n\nThe following tables present the effects of the\nAdjustment (Amendment No. 1) and the Restatement (Amendment No. 2) on the affected line items of the Consolidated Balance Sheet and Consolidated\nStatement of Cash Flows. The Consolidated Statement of Operations is presented to show the effect of the Restatement on total operating\nexpenses, other income (expense), and net income (loss); see Note 14, Comprehensive Income, for the comprehensive income presentation\nadded in Amendment No. 1 and further corrected in the Restatement.\n\n \n\n**A. CONSOLIDATED BALANCE SHEET**\n\n \n\n**December\n31, 2025**\n\n \n\nSCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS** **\n\n** **\n\n****\n\nLine Item \nAs Originally\nReported  \nAdjustment  \nAmendment\nNo. 1  \nAdjustment  \nAs Restated\n\n(Amend. No. 2) \n\nCash\nand cash equivalents \n$17,669,749  \n -  \n 17,669,749  \n (5,813,888) \n 11,855,861 \n\nRestricted\ncash — client funds (segregated) \n -  \n -  \n -  \n 5,813,888  \n 5,813,888 \n\nRight\nof use asset (ROU) \n$530,348  \n -  \n 530,348  \n 280,690  \n 811,038 \n\nTotal\nassets \n$63,771,196  \n -  \n 63,771,196  \n 280,690  \n 64,051,886 \n\nOperating\nlease liability, current \n 501,348  \n -  \n 501,348  \n (335,656) \n 165,692 \n\nOperating\nlease liability, non-current \n 29,112  \n -  \n 29,112  \n 335,543  \n 364,655 \n\nTotal\nliabilities \n**$****41,360,599**  \n -  \n **41,360,599**  \n (1) \n 41,360,598 \n\nAccumulated\ndeficit \n 3,120,795  \n -  \n 3,120,795  \n 280,692  \n 3,401,487 \n\nTotal\nliabilities and stockholders’ equity (deficit) \n**$****63,771,196**  \n -  \n **63,771,196**  \n 280,690  \n 64,051,886 \n\n** **\n\n**December\n31, 2024**\n\n \n\nLine Item \nAs Originally Reported  \nAdjustment  \nAmendment No. 1  \nAdjustment  \nAs Restated\n\n(Amend. No. 2) \n\nCash and cash\nequivalents \n$25,376,957  \n -  \n 25,376,957  \n (11,526,789) \n 13,850,168 \n\nRestricted cash — client\nfunds (segregated) \n -  \n -  \n -  \n 11,526,789  \n 11,526,789 \n\nRight of use asset (ROU) \n$711,928  \n -  \n 711,928  \n 266,326 \n 978,254 \n\nTotal assets \n$33,502,601  \n -  \n 33,502,601  \n 266,326  \n 33,768,927 \n\nOperating lease liability,\ncurrent \n 319,656  \n -  \n 319,656  \n (138,076) \n 181,580 \n\nOperating lease liability,\nnon-current \n 392,272  \n -  \n 392,272  \n 138,076  \n 530,348 \n\nTotal liabilities\nand stockholders’ equity \n$33,502,601  \n -  \n 33,502,601  \n 266,326  \n 33,768,927 \n\n \n\n*Note: The label “Customer\nfunds” was renamed to “Client funds payable” in Amendment No. 2; no dollar change.*\n\n \n\nF-27\n\n \n\n \n\n****\n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n** **\n\n**B. CONSOLIDATED STATEMENT OF OPERATIONS**\n\n \n\nThe Adjustment (Amendment No. 1) did not\nchange any previously reported amount in the Consolidated Statement of Operations through net income (loss) attributable to FDCTech,\nInc.’s shareholders, or basic and diluted earnings per share. The Restatement (Amendment No. 2) corrects the calculation of\nthe parent company operating lease under ASC 842, reducing rental expense within general and administrative expense by $14,365,\nand reclassifies amounts between other interest income (expense) ($(122,246))\nand other income (expense) ($122,247), increasing net income (loss) by $14,366 with no change to basic and diluted earnings per\nshare of $0.01.\n\n \n\n**Year\nEnded December 31, 2025**\n\n \n\nLine\nItem \nAs\nOriginally Reported  \nAdjustment  \nAmendment\nNo. 1  \nAdjustment  \nAs\nRestated\n\n(Amend. No. 2) \n\nRevenue \n 34,959,399  \n -  \n 34,959,399  \n -  \n 34,959,399 \n\nCost\nof sales \n 15,815,358  \n -  \n 15,815,358  \n -  \n 15,815,358 \n\nGross\nProfit \n 19,144,041  \n -  \n 19,144,041  \n -  \n 19,144,041 \n\nTotal\noperating expenses \n 13,090,832  \n -  \n 13,090,832  \n (14,365) \n 13,076,467 \n\nOther\ninterest income (expense) \n 16,157  \n -  \n 16,157  \n (122,246) \n (106,089)\n\nOther\nincome (expense) \n (254,754) \n -  \n (254,754) \n 122,247  \n (132,507)\n\nNet\nincome (loss) \n 5,814,612  \n -  \n 5,814,612  \n 14,366  \n 5,828,978 \n\nNet\nincome (loss) per common share \n 0.01  \n -  \n 0.01  \n -  \n 0.01 \n\n \n\n**Year\nEnded December 31, 2024**\n\n \n\nLine\nItem \nAs\nOriginally Reported  \nAdjustment  \nAmendment\nNo. 1  \nAdjustment  \nAs\nRestated\n\n(Amend. No. 2) \n\nRevenue \n 26,943,718  \n -  \n 26,943,718  \n -  \n 26,943,718 \n\nCost\nof sales \n 14,902,350  \n -  \n 14,902,350  \n -  \n 14,902,350 \n\nGross\nProfit \n 12,041,368  \n -  \n 12,041,368  \n -  \n 12,041,368 \n\nTotal\noperating expenses \n 12,943,131  \n -  \n 12,943,131  \n (266,324) \n 12,676,807 \n\nTotal\nother income (expense) \n 872,025  \n -  \n 872,025  \n -  \n 872,025 \n\nNet\nincome (loss) \n (29,739) \n -  \n (29,739) \n 266,325  \n 236,586 \n\nNet\nincome (loss) per common share \n (0.00)  \n -  \n (0.00)  \n -  \n 0.00 \n\n \n\nRefer to Note 14. Comprehensive Income for the comprehensive income\n(loss) presentation was added in Amendment No. 1.\n\n \n\nF-28\n\n \n\n \n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n \n\n**C. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)**\n\n \n\n**Year\nEnded December 31, 2025**\n\n \n\nLine Item \nAs Originally Reported  \nAdjustment  \nAmendment No. 1  \nAdjustment  \nAs Restated\n\n(Amend. No. 2) \n\nOperating\nActivities: \n    \n    \n    \n    \n   \n\nNet\nincome (loss) \n 5,814,612  \n -  \n 5,814,612  \n 14,366  \n 5,828,978 \n\nChange\nin foreign currency translation \n (313,484) \n 699,749  \n 386,265  \n (17,227)  \n 369,038 \n\nTotal\ncomprehensive income (loss) \n 5,501,128  \n 699,749  \n 6,200,877  \n (2,861)  \n 6,198,016 \n\nComprehensive\nincome (loss) attributable to NCI \n (9,254) \n 26,444  \n 17,190  \n 22,622  \n 39,812 \n\nComprehensive\nincome (loss) attributable to FDCTech stockholders \n 5,510,382  \n 673,305  \n  6,183,687   \n (25,483)  \n 6,158,204 \n\n \n\nYear Ended December 31, 2024\n\n \n\nLine Item \nAs Originally Reported  \nAdjustment  \nAmendment No. 1  \nAdjustment  \nAs Restated\n\n(Amend. No. 2) \n\nOperating\nActivities: \n    \n    \n    \n    \n   \n\nNet\nincome (loss) \n (29,739) \n -  \n (29,739) \n 266,325  \n 236,586 \n\nChange\nin foreign currency translation \n 72,781  \n (370,790) \n (298,009) \n -  \n (298,009)\n\nTotal\ncomprehensive income (loss) \n 43,042  \n (370,790) \n (327,748) \n 266,325  \n (61,423)\n\nComprehensive\nincome (loss) attributable to NCI \n (43,178) \n 65,628  \n 22,450  \n (22,408) \n 43 \n\nComprehensive\nincome (loss) attributable to FDCTech stockholders \n 86,220  \n (436,418) \n (350,198) \n 288,733  \n (61,466)\n\n \n\n*Note:\nOnly line items affected by the Adjustment (Amendment No. 1) or otherwise relevant for traceability are shown. The Restatement (Amendment\nNo. 2) does not change any subtotal or line item of the Consolidated Statements of Cash Flows; rather, it (i) relabels ‘Cash at beginning/end\nof the period’ to ‘Cash, cash equivalents, and restricted cash at beginning/end of the period’ to reflect the inclusion of client funds\n— segregated as restricted cash under ASC 230-10-50-8, and (ii) adds the corresponding reconciliation between the Consolidated\nBalance Sheets and the Consolidated Statements of Cash Flows in Note 11(d).*\n\n \n\n**D. CONSOLIDATED STATEMENT OF CASH FLOWS**\n\n**** \n\nAmendment No. 1 added the presentation of comprehensive\nincome (loss) below net income (loss) on the Consolidated Statements of Operations — a presentation change only. Amounts shown\nreflect the comprehensive income (loss) disclosure as added; refer to Note 14. Comprehensive Income.\n\n** \n\n**Year\nEnded December 31, 2025**\n\n \n\nLine Item \nAs Originally Reported  \nAdjustment  \nAmendment No. 1  \nAdjustment  \nAs Restated\n\n(Amend. No. 2) \n\nNet\nincome (loss) \n 5,783,223  \n -  \n 5,783,223  \n 45,755  \n 5,828,978 \n\nCommon\nstock issued for services \n -  \n -  \n -  \n 35,200  \n 35,200 \n\nSeries\nB Convertible Preferred stock for services \n -  \n 14,100  \n 14,100  \n -  \n 14,100 \n\nRight\nof use of assets \n 181,580  \n -  \n 181,580  \n (14,364) \n 167,216 \n\nNet\ncash provided by (used in) operating activities \n **(40,999,098****)** \n 14,100  \n (40,984,998) \n 66,590  \n (40,918,408)\n\nAcquisition\nof AIL \n -  \n -  \n -  \n 8,933,118  \n 8,933,118 \n\nChanges\nin paid-in capital, common control \n -  \n -  \n -  \n 1,054,389  \n 1,054,389 \n\nNet\ncash used in investing activities \n **2,069,328**  \n -  \n 2,069,328  \n 9,584,016  \n 11,670,570 \n\nSeries\nB Convertible Preferred stock for services \n 14,100  \n (14,100) \n -  \n -  \n - \n\nCommon\nstock issued at a discount \n 9,969,735  \n -  \n 9,969,735  \n (9,969,735) \n - \n\nCommon\nstock issued for cash \n 35,200  \n -  \n 35,200  \n (35,200) \n - \n\nCapital\ncontribution \n 546  \n -  \n 546  \n (546) \n - \n\nNet\ncash provided by financing activities \n **31,208,462**  \n **-**  \n **31,208,462**  \n **(10,036,853****)** \n **21,171,592** \n\n \n\nYear Ended December 31, 2024\n\n \n\nLine Item \nAs Originally Reported  \nAdjustment  \nAmendment No. 1  \nRestatement Adjustment  \nAs Restated\n\n(Amend. No. 2) \n\nNet\nincome (loss) \n (18,781) \n -  \n (18,781) \n 255,367  \n 236,586 \n\nLess:\nNet income (loss) attributable to noncontrolling interest \n -  \n -  \n -  \n 10,958  \n 10,958 \n\nOperating\nlease \n 672,245  \n -  \n 672,245  \n -  \n 672,245 \n\nRight\nof asset use \n (672,245) \n -  \n (672,245) \n (266,326) \n (938,571)\n\nNet\ncash provided by (used in) operating activities \n (13,621,417) \n -  \n (13,621,417) \n (10,958)  \n (13,632,376)\n\n  \n\n**F. STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE — CONFIRMATION\nOF NO IMPACT**\n\n \n\nThe Adjustment (Amendment No. 1) did not change total stockholders’ equity (deficit) or the components\nof stockholders’ equity. The Restatement (Amendment No. 2) increased the accumulated surplus by $280,692 to $3,401,487 and total\nFDCTech, Inc. stockholders’ equity to $22,657,965 ($22,691,288 including noncontrolling interest), with no change to basic and diluted\nearnings per share.\n\n \n\nF-29\n\n \n\n \n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n* *\n\n**Background\nfor fiscal year ending December 31, 2024**\n\n \n\nOn\nApril 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co. (“Olayinka”) as its independent\nregistered public accounting firm, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group. The\nCompany engaged LAO Professionals (PCAOB Firm ID: 7057) as its successor independent auditor, effective on the same date.\n\n \n\nAs\npart of the auditor transition, LAO Professionals conducted a reaudit of the Company’s consolidated financial statements for the\nfiscal year ended December 31, 2024 (previously audited by Olayinka and filed with the SEC on March 3, 2025). The reaudit identified\ntwo adjustments to the previously reported figures. Accordingly, the Company has restated its consolidated balance sheet as of December\n31, 2024, and its consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year\nthen ended. Investors should not rely upon the financial statements as presented in the Annual Report on Form 10-K for the year ended\nDecember 31, 2024, as originally filed.\n\n \n\n*The Company has restated its previously issued consolidated financial\nstatements for the year ended December 31, 2024 to correct certain errors. The effects of the restatement on the Consolidated Balance\nSheet, Consolidated Statement of Operations, and Consolidated Statement of Cash Flows are presented below.*\n\n* *\n\n**A. Consolidated Balance Sheet — As of December 31, 2024**\n\n \n\n  \nAs Originally Reported  \nAdjustment  \nAs Restated \n\nAssets \n    \n    \n   \n\nCurrent assets: \n    \n    \n   \n\nCash and cash equivalents \n$24,781,389  \n$(10,931,221\n)\n \n$13,850,168 \n\nRestricted cash — client funds (segregated) \n$-  \n$\n11,526,789\n  \n$\n11,526,789\n \n\nAccounts receivable, net \n$25,000  \n -  \n$25,000 \n\nSubscription receivable \n$8,200,000  \n$(8,200,000) \n - \n\nPrepaid – current \n$156,335  \n -  \n$156,335 \n\nRelated party receivable \n$2,414,825  \n$(732,375) \n$1,682,450 \n\nTotal current assets \n$35,577,549  \n$(8,336,807) \n$27,240,742 \n\nFixed assets, net \n$185,195  \n -  \n$185,195 \n\nCapitalized software, net \n$1,163,309  \n -  \n$1,163,309 \n\nInvestment through subsidiary \n$36,062  \n -  \n$36,062 \n\nAccrued income \n$2,073,193  \n -  \n$2,073,193 \n\nAcquired intangible assets \n$1,317,108  \n -  \n$1,317,108 \n\nTax receivable \n$167,907  \n -  \n$167,907 \n\nFair value of trading positions, profit \n$607,157  \n -  \n$607,157 \n\nRight of use (lease) \n$711,929  \n 266,325  \n$978,254 \n\nTotal assets \n$41,839,408  \n$(8,070,481) \n$33,768,927 \n\n  \n    \n    \n   \n\nLiabilities and Stockholders’ Equity (Deficit) \n    \n    \n   \n\nCurrent liabilities: \n    \n    \n   \n\nAccounts payable \n$229,316  \n -  \n$229,316 \n\nLine of credit \n$115,337  \n -  \n$115,337 \n\nAccrued expenses, related party \n$519,500  \n -  \n$519,500 \n\nBusiness acquisition loan \n$350,000  \n -  \n$350,000 \n\nCARES Act – PPP advance \n$5,661  \n -  \n$5,661 \n\nRelated party advances \n$1,011,388  \n$6,981,452  \n$7,992,840 \n\nClient funds payable \n$18,600,990  \n$(7,074,201) \n$11,526,789 \n\nOperating lease liability, current \n$181,580  \n -  \n$181,580 \n\nOther current liabilities \n$5,328,110  \n -  \n$5,328,110 \n\nTotal current liabilities \n$26,341,882  \n$(92,749) \n$26,249,133 \n\nDeferred tax liabilities \n$333,418  \n -  \n$333,418 \n\nSBA loan – non-current \n$114,184  \n -  \n$114,184 \n\nOperating lease liability, non-current \n$530,348  \n -  \n$530,348 \n\nAccrued interest – non-current \n$70,493  \n -  \n$70,493 \n\nTotal liabilities \n$27,390,325  \n$(92,749) \n$27,297,576 \n\n  \n    \n    \n   \n\nStockholders’ Equity (Deficit): \n    \n    \n   \n\nPreferred stock \n$450  \n -  \n$450 \n\nSeries B Preferred stock \n$236  \n -  \n$236 \n\nPreferred stock \n$236  \n -  \n$236 \n\nCommon stock \n$39,058  \n$50  \n$39,108 \n\nAdditional paid-in capital \n$13,679,445  \n$(125,789) \n$13,553,656 \n\nSubscription receivable (contra-equity) \n -  \n$(8,000,000) \n$(8,000,000)\n\nAdditional paid-in capital, Series B Preferred \n$3,329,964  \n -  \n$3,329,964 \n\nAccumulated other comprehensive income (loss) \n$(53,270) \n$(19,511) \n$(72,781)\n\nAccumulated deficit \n$(2,563,620) \n$\n167,518\n \n$(2,396,102)\n\nTotal FDCTech stockholders’ equity \n$14,432,263  \n$(7,977,732) \n$6,454,531 \n\nNoncontrolling interest \n$16,820  \n -  \n$16,820 \n\nTotal liabilities and stockholders’ equity \n$41,839,408  \n$(8,070,481) \n$33,768,927 \n\n \n\nF-30\n\n \n\n \n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n \n\n**B. Consolidated Statement of Operations — Year Ended December\n31, 2024**\n\n \n\n  \nAs Originally Reported  \nAdjustment  \nAs Restated \n\nRevenues: \n    \n    \n   \n\nTechnology & software \n$1,642,130  \n -  \n$1,642,130 \n\nWealth management \n$6,498,404  \n -  \n$6,498,404 \n\nBrokerage \n$18,803,184  \n -  \n$18,803,184 \n\nTotal revenue \n$26,943,718  \n -  \n$26,943,718 \n\nCost of sales: \n    \n    \n   \n\nTechnology & software \n$173,708  \n -  \n$173,708 \n\nWealth management \n$5,925,652  \n -  \n$5,925,652 \n\nBrokerage \n$8,802,990  \n -  \n$8,802,990 \n\nTotal cost of sales \n$14,902,350  \n -  \n$14,902,350 \n\nGross Profit \n$12,041,368  \n -  \n$12,041,368 \n\nOperating expenses: \n    \n    \n   \n\nGeneral and administrative \n$11,191,357  \n$(167,516) \n$11,023,841 \n\nSales and marketing \n$1,466,616  \n -  \n$1,466,616 \n\nDepreciation \n$186,350  \n -  \n$186,350 \n\nTotal operating expenses \n$12,844,323  \n$(167,516) \n$12,676,807 \n\nOperating income (loss) \n$(802,955) \n$\n**167,516**\n \n$(635,439)\n\nOther income (expense): \n    \n    \n   \n\nOther interest income (expense) \n$(638,483) \n -  \n$(638,483)\n\nOther income (expense) \n$1,510,508  \n -  \n$1,510,508 \n\nTotal other income (expense) \n$872,025  \n -  \n$872,025 \n\nIncome (loss) before income taxes \n$69,069  \n$\n167,517\n \n$\n**236,586**\n\nProvision (benefit) for income taxes \n -  \n -  \n - \n\nNet income (loss) \n$69,069  \n$\n**167,517**\n \n$236,586\n\nLess: Net income (loss) attributable to NCI \n$(10,958) \n -  \n$(10,958)\n\nNet income (loss) attributable to FDCTech shareholders \n$80,027  \n$\n**167,517**\n \n$247,544\n\n \n\n**C. Consolidated Statement of Cash Flows — Year Ended December\n31, 2024**\n\n \n\n  \nAs Originally Reported  \nAdjustment  \nAs Restated \n\nOperating Activities: \n    \n    \n   \n\nNet income (loss) \n$80,027  \n$\n156,559\n \n$236,586\n\nAdjustments to reconcile net loss to net cash: \n    \n    \n   \n\nDepreciation \n$186,350  \n -  \n$186,350 \n\nCommon stock issued for services \n -  \n$54,750  \n$54,750 \n\nSeries B Preferred issued for services \n$792,200  \n -  \n$792,200 \n\nAccounts receivable allowance \n$22,382  \n -  \n$22,382 \n\nFixed assets, net \n$(207,973) \n -  \n$(207,973)\n\nAcquired intangible assets \n$(11,615) \n -  \n$(11,615)\n\nChanges in assets and liabilities: \n    \n    \n   \n\nGross accounts receivable \n$981,618  \n -  \n$981,618 \n\nPrepaid \n$246,856  \n -  \n$246,856 \n\nRelated party receivable \n$(2,414,825) \n$732,375  \n$(1,682,450)\n\nAccounts payable \n$49,337  \n -  \n$49,337 \n\nOther current liabilities \n$4,557,126  \n -  \n$4,557,126 \n\nAccrued interest \n$37,431  \n -  \n$37,431 \n\nClient funds payable (Customer funds) \n$(11,619,280) \n$(7,074,201) \n$(18,693,481)\n\nFair value of trading position, net \n$268,101  \n -  \n$268,101 \n\nOperating lease \n$672,245  \n -  \n$672,245 \n\nDeferred taxes \n$(513,163) \n -  \n$(513,163)\n\nRelated party guarantee \n$1,353,170  \n -  \n$1,353,170 \n\nTax receivable by subsidiaries \n$9,299  \n -  \n$9,299 \n\nAccrued income \n$(1,037,574) \n -  \n$(1,037,574)\n\nRight of use of assets (lease) \n$(672,245) \n (266,326) \n$(938,571)\n\nAccrued expenses, related party \n$(15,000) \n -  \n$(15,000)\n\nNet cash provided (used) in operating activities \n$(7,235,533) \n$\n(6,396,843\n) \n$**(13,632,376**)\n\n  \n    \n    \n   \n\nInvesting Activities: \n    \n    \n   \n\nCapitalized software \n$(75,766) \n -  \n$(75,766)\n\nEffect of exchange rates \n$(278,498) \n$278,498  \n$- \n\nChanges in paid-in capital, common control \n$798,996  \n$19,511  \n$818,507 \n\nNet cash provided (used) by investing activities \n$444,732  \n 298,009  \n$742,741 \n\nFinancing Activities: \n    \n    \n   \n\nBorrowing from (payments to) line of credit \n$54,595  \n -  \n$54,595 \n\nNet proceeds from PPP (repayment) \n$(14,991) \n -  \n$(14,991)\n\nNet proceeds from SBA loan (repayment) \n$(8,505) \n -  \n$(8,505)\n\nRelated party advances \n$218,049  \n$6,981,452  \n$7,199,501 \n\nSeries A Preferred cancellation \n$(200) \n -  \n$(200)\n\nCommon stock issued for cash \n$20,000  \n -  \n$20,000 \n\nChanges in paid-in capital, shares issued at discount \n$8,900  \n -  \n$8,900 \n\nChanges in NCI \n$\n(22,118\n) \n -  \n(22,118)\n\nNoncontrolling interest income \n$\n10,958\n \n -  \n$\n10,958\n\nNet cash provided (used) by financing activities \n$255,729  \n$6,981,452  \n$\n**8,733,622**\n \n\nEffect of exchange rates \n$ (278,498) \n (19,511) \n (298,009)\n\nNet increase (decrease) in cash \n$(6,535,072) \n$595,568  \n$(5,939,504\n)\n\nCash, cash equivalents, and restricted cash at beginning of the period \n$31,316,461  \n -\n\n \n$31,316,461 \n\nCash, cash equivalents, and restricted cash at end of the period \n$24,781,389  \n$595,568\n\n \n$25,376,957 \n\n \n\nF-31\n\n \n\n \n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n \n\n**D. Effect of Each Restatement Adjustment**\n\n \n\nLine item \nA: G&A omitted  \nB: APL client funds  \nC: Third-party assets  \nD: RP advances reclass  \nE: Subscription receivable  \nF: Intercompany elimination  \nG: 500K shares 2021  \nOCI re-translation* \n \n**Cash\nsegregation***\n  \nTotal \n\nBalance Sheet \n    \n    \n    \n    \n    \n    \n    \n   \n \n \n \n  \n   \n\nCash and cash equivalents \n$(44,058) \n$(3,500,000) \n$(3,574,201) \n$7,713,827  \n -  \n -  \n -  \n - \n \n$\n(11,526,789\n) \n$(10,931,221\n)\n\nRestricted cash — client funds (segregated) \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n   \n \n$\n11,526,789\n  \n \n11,526,789\n \n\nRelated party receivable \n -  \n -  \n -  \n -  \n -  \n$(732,375) \n -  \n - \n \n \n-\n  \n$(732,375)\n\nSubscription receivable (asset) \n -  \n -  \n -  \n -  \n$(8,200,000) \n -  \n -  \n - \n \n \n-\n  \n$(8,200,000)\n\nRelated party advances (liability) \n -  \n -  \n -  \n$7,713,827  \n -  \n$(732,375) \n -  \n - \n \n \n-\n  \n$6,981,452 \n\nCustomer funds (Client funds payable) \n -  \n$(3,500,000) \n$(3,574,201) \n -  \n -  \n -  \n -  \n - \n \n \n-\n  \n$(7,074,201)\n\nCommon stock \n -  \n -  \n -  \n -  \n -  \n -  \n$50  \n - \n \n \n-\n  \n$50 \n\nAdditional paid-in capital \n -  \n -  \n -  \n -  \n$(200,000) \n -  \n$54,700  \n$19,511 \n \n \n-\n  \n$(125,789)\n\nSubscription receivable (contra-equity) \n -  \n -  \n -  \n -  \n$(8,000,000) \n -  \n -  \n - \n \n \n-\n  \n$(8,000,000)\n\nAOCI (loss) \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n$(19,511)\n \n \n-\n  \n$(19,511)\n\nAccumulated deficit \n$(44,058) \n -  \n -  \n -  \n -  \n -  \n$(54,750) \n - \n \n \n-\n  \n$(98,808)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n \n \n  \n  \n   \n\nIncome Statement \n    \n    \n    \n    \n    \n    \n    \n   \n \n \n \n  \n   \n\nGeneral and administrative expense \n$44,058  \n -  \n -  \n -  \n -  \n -  \n$54,750  \n - \n \n \n-\n  \n$98,808 \n\nRental expenses adjustment per ASC 842 \n \n(266,325\n) \n -  \n -  \n -  \n -  \n -  \n -  \n - \n \n \n-\n  \n$(266,325)\n\nNet income (loss) attributable to shareholders \n$222,268 \n -  \n -  \n -  \n -  \n -  \n$(54,750) \n - \n \n \n \n  \n$167,518\n\n \n\n**Nature of Restatement Adjustments**\n\n \n\n**Adjustment A — Correction of General and Administrative\nExpense ($222,268)**\n\n \n\nThe reaudit identified $44,058\nof G&A expenses omitted from the previously reported consolidated statement of operations for the year ended December 31, 2024. The\ncorresponding entry reduces cash by $44,058.\nThis correction increases G&A expense by $44,058,\nreduces net income by $44,058,\nand increases accumulated deficit by $44,058.\n\n \n\nAdjustment in rental expenses per lease accounting under US GAAP (ASC 842)\nwith a reduction in lease expenses of $266,325 from January 1, 2024, to December 31, 2024, increases net income by $266,325.\n\n \n\nNet income attributable to the Company’s shareholders increased from\n$80,027 to a net income of $247,544.\n\n \n\n**Adjustment B — Reclassification of Client Funds\nof Alchemy Prime Limited (APL) from Alchemy Markets Ltd. (AML) Cash ($3,500,000)**\n\n \n\nClient funds aggregating $3,500,000 belonging to APL and\nheld within AML’s cash account (designated as the liquidity provider account) were recorded within AML’s general cash balance rather than\nas a separately designated client funds account. ASC 940, “Financial Services–Brokers and Dealers,” the Company presents client funds as a separately\ncaptioned asset on the consolidated balance sheet. This reclassification transfers the balance from AML’s unrestricted cash\nto a client funds account. No effect on consolidated net income or total stockholders’ equity; reduces unrestricted cash and correspondingly\nreduces the Client funds liability.\n\n \n\n**Adjustment C — Reclassification of External Third-Party\nAssets from AML Cash on Hand ($3,574,201 / EUR 3,453,334)**\n\n \n\nAssets totaling $3,574,201 (EUR 3,453,334) held by AML on\nbehalf of an external third-party counterparty were included within AML’s cash on hand balance (Account 1028). These assets belong to\nan external party and do not constitute Company assets. The reclassification removes third-party assets from cash and presents them within\nclient funds, with corresponding recognition of amounts due to the external party. No effect on consolidated net income, net revenue,\nor total stockholders’ equity.\n\n \n\n**Adjustment D — Reclassification of Cash Credit\nat Various Related Parties from Cash on Hand to Related Party Advances ($7,713,827)**\n\n \n\nThe classification of certain cash credits, net of $7,713,827,\nfor various related parties was corrected to related party advances. As a result, cash on hand increased by $7,713,827 for the fiscal\nyear ended December 31, 2024, with an offsetting increase to the related party advances liability.\n\n \n\n**Adjustment E — Reclassification of Subscription\nReceivable from Current Asset to Contra-Equity ($8,200,000)**\n\n \n\nThe previously filed December 31, 2024, balance sheet included\na subscription receivable of $8,200,000 classified as a current asset, representing amounts due from shareholders for equity instruments\npreviously issued but not yet paid. Under ASC 505-10-45-2, receivables arising from the issuance of equity instruments shall be presented\nas a contra-equity item rather than as an asset. Accordingly, $8,000,000 has been reclassified from current assets to a contra-equity\noffset within stockholders’ equity, and $200,000, representing proceeds from the September 2021 cancellation of 2,000,000 shares\nof subscription receivable that had been credited to additional paid-in capital without a corresponding cash receipt, has been reversed\nfrom additional paid-in capital. This reclassification has no effect on the consolidated statements of operations, comprehensive income,\nor cash flows.\n\n \n\n**Adjustment F — Elimination of Intercompany Receivable\nAgainst Intercompany Payable for AML ($732,375)**\n\n \n\nAn intercompany receivable of $732,375 recorded as “Amount\nDue from AML” had not been eliminated against the corresponding “Amount Due to AML” intercompany payable in consolidation.\nPer ASC 810, all intercompany balances and transactions must be eliminated upon consolidation. This adjustment eliminates the gross presentation\nof the intercompany receivable and payable. Net effect: reduces total consolidated assets and total consolidated liabilities by $732,375\neach. No impact on stockholders’ equity or net income.\n\n \n\nF-32\n\n \n\n \n\n**NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)**\n\n \n\n**Adjustment G — Correction of 500,000 Shares Issued\nfor Services in October 2021 ($54,750)**\n\n \n\nCorrects the under-issuance of 500,000 shares that should\nhave been issued in October 2021 at $0.1095 per share. The entry records the omitted share consideration at the original transaction price.\nStock-based compensation expense increases by $54,750, with an increase in common stock and APIC of $50 and $54,700, respectively. As\na result, shares issued and outstanding increased from 390,584,729 to 391,084,729.\n\n \n\n**Adjustment H — Correction of Foreign Currency Translation\nAdjustment for Fiscal Year 2024 ($225,228)**\n\n \n\nIn connection with LAO Professionals’ reissuance of the\nReport of Independent Registered Public Accounting Firm, the Company further corrected the foreign currency translation adjustment by\n$225,228, from $(72,781) (as presented on the initial restated basis following the Olayinka-to-LAO reaudit reclassification) to $(298,009).\nPer ASC 830, foreign currency translation adjustments are recognized in OCI with an offset in AOCI within stockholders’ equity. No effect\non net income, total current assets, total current liabilities, working capital, or cash flows for fiscal 2024. The adjustment reduces\ntotal comprehensive income for fiscal 2024 from $43,042 to $(316,790), and reduces comprehensive income attributable to FDCTech stockholders\nto $(61,466).\n\n \n\n**OCI Translation — $(19,511) mechanical re-translation\neffect**\n\n \n\nLAO Professionals re-performed the translation of the Company’s\nforeign subsidiary financial statements from functional currency to U.S. dollar reporting currency per ASC 830. The re-translation produced\nan AOCI loss of $(72,781) at December 31, 2024, compared to the $(53,270) balance previously reported by Olayinka Oyebola & Co. The\n$(19,511) difference represents the mechanical effect of the re-translation and does not reflect a separate adjusting entry. The effect\nis further re-corrected by Adjustment H above.\n\n \n\n**E. Consolidated Statement of Comprehensive Income —\nYear Ended December 31, 2024**\n\n*(in U.S. dollars)*\n\n \n\nSCHEDULE OF STATEMENT OF COMPREHENSIVE INCOME\n\n \n\nLine item \nAs Originally Reported  \nAdjustment  \nAs Restated \n\nNet income (loss) \n$69,069  \n$\n167,516\n \n$236,586\n\nOther comprehensive income (loss): \n    \n    \n   \n\nForeign currency translation adjustment* \n$53,270 \n$(351,279) \n$(298,009)\n\nTotal comprehensive income (loss) \n$122,339  \n$(183,762) \n$(61,423)\n\nLess: Comp income (loss) attributable to NCI \n$(43,178) \n$43,221  \n$43\n\nComprehensive income (loss) attributable to FDCTech shareholders \n$165,517  \n$(226,983) \n$(61,466)\n\n \n\n****The\n$(351,279) aggregate adjustment to the OCI — foreign currency translation line and\nthe $(183,762) aggregate adjustment to the Total comprehensive income line reflect the combined\neffect of corrections made by LAO Professionals to the foreign currency translation of the\nCompany’s foreign subsidiaries. Adjustment H has no effect on consolidated net income,\ntotal current assets, total current liabilities, working capital, or cash flows for fiscal\n2024.*\n\n \n\nF-33\n\n \n\n** **\n\n**NOTE\n5. CAPITALIZED SOFTWARE COSTS**\n\n \n\nDuring\nthe fiscal years ended December 31, 2025, and 2024, the estimated remaining weighted-average useful life of the Company’s capitalized\nsoftware was three (3)\nyears. The Company recognizes amortization expenses for capitalized software on a straight-line basis.\n\n \n\nAt\nDecember 31, 2025, and 2024, the unamortized balance of capitalized software for the Company, including software of subsidiaries, was\n$1,480,246 and\n$1,163,309,\nrespectively.\n\n \n\nThe\nCompany has estimated aggregate amortization expense for each of the succeeding fiscal years based on the net unamortized balance of\n$1,480,246 as\nof December 31, 2025, and an estimated software asset lifespan of three (3) years:\n\n \n\nSCHEDULE\nOF ESTIMATED AGGREGATE AMORTIZATION EXPENSE\n\nFiscal\nYear \nEstimated\nAmortization ($) \n\n2026 \n$493,415 \n\n2027 \n 493,415 \n\n2028 \n 493,416 \n\n2029 and thereafter \n — \n\nTotal \n$1,480,246 \n\n \n\n**NOTE\n6. TAX RECEIVABLES**\n\n \n\nOther\ntrade and tax receivables consist of rebates receivable from liquidity providers, amounts due through payment gateway arrangements, and\nvalue-added tax or equivalent recoverable amounts due from tax authorities. The components are as follows:\n\n \n\nSCHEDULE\nOF OTHER TRADE AND TAX RECEIVABLES\n\n  \nDecember\n31, 2025\n\n(Restated)  \nDecember\n31, 2024\n\n(Restated) \n\nTax receivable (Alchemy Markets Ltd.) \n$190,346  \n 167,907 \n\nTotal other trade and tax receivables \n$190,346  \n$167,907 \n\n \n\n**Tax\nReceivable**\n\n \n\nThe\ntax receivable of $190,346 represents\nvalue-added tax (VAT) recoverable by Alchemy Markets Ltd. (AML) from the relevant tax authority in Malta. AML is registered for VAT in\nMalta and periodically files returns, giving rise to refundable VAT positions. Management considers the full balance to be recoverable\nand expects collection within twelve months of the balance sheet date.\n\n \n\nAll\ncomponents of other trade and tax receivables are classified as current assets. Management has assessed the recoverability of each component\nand does not consider it necessary to record an allowance for credit loss as of December 31, 2025.\n\n \n\n**FRH\nGroup Convertible Notes (2016–2021)**\n\n \n\nBetween\nFebruary\n22, 2016, and April 24, 2017, the Company borrowed\n$1,000,000\nfrom FRH Group, a founder and principal shareholder (“FRH\nGroup”). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes were convertible\ninto Common Stock initially at $0.10\nper share, but in no event less than $0.05\nper share, and carried an interest rate of 6%\nper annum, due and payable at maturity.\n\n \n\nOn\nFebruary 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation. The Company eliminated\nall four FRH Group convertible notes, including accrued interest, of $1,256,908\nin return for issuing 12,569,080\nunregistered shares of Common Stock of the Company to FRH.\nFollowing the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr. Hong.\n\n** **\n\nF-34\n\n \n\n \n\n**NOTE\n7. RELATED PARTY TRANSACTIONS**\n\n \n\n**FRH\nGroup Convertible Notes (2016–2021)**\n\n \n\nBetween\nFebruary 22, 2016, and April 24, 2017, the Company borrowed $1,000,000\nfrom FRH Group, a founder and principal shareholder (“FRH\nGroup”). The Company executed Convertible Promissory Notes due between April 24, 2019, and June 30, 2019. The Notes were convertible\ninto Common Stock initially at $0.10\nper share, but in no event less than $0.05\nper share, and carried an interest rate of 6%\nper annum, due and payable at maturity.\n\n \n\nOn\nFebruary 22, 2021, the Company entered into an Assignment of Debt Agreement with FRH and FRH Group Corporation. The Company eliminated\nall four FRH Group convertible notes, including accrued interest, of $1,256,908\nin return for issuing 12,569,080\nunregistered shares of Common Stock of the Company to FRH.\nFollowing the Agreement, FRH assigned the shares to FRH Group Corporation, also owned by Mr. Hong.\n\n \n\n**Stock\nIssuances to Related Parties**\n\n \n\nBetween\nMarch 15 and 21, 2017, subject to the terms and conditions of a Stock Purchase Agreement, the Company issued 1,000,000\nshares to Susan Eaglstein and 400,000\nshares to Brent Eaglstein at $0.05\nper share, a cumulative cash amount of $70,000.\nMs. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the Company’s CEO and director.\n\n \n\nIn\nSeptember 2022, the Company issued 30,000,000\nshares of Common Stock for $300,000\nto Alchemy Prime Limited (APL) and appointed Gope S. Kundnani\nas a director of the Company. As director’s compensation, the Company issued 5,000,000\nshares of Common Stock, valued at $60,000.\nMr. Kundnani is the director and owner of APL.\n\n \n\nIn\nJanuary 2023, the Company sold 115,000,000\nshares of Common Stock to Kundnani, a director, for $550,000.\nIn January 2023, Eaglstein and Firoz transferred 1,100,000\nand 400,000\nshares, respectively, to Kundnani.\n\n \n\n**Series\nA Preferred Stock Transactions**\n\n \n\nOn\nNovember 30, 2023, Kundnani purchased 2,500,000\nSeries A Preferred Stock of FDCTech for $2,500,000,\nand 50,000,000\nshares of Common Stock of FDCTech for $5,500,000.\nAs of September 30, 2023, the Company had 4,000,000\npreferred shares issued and outstanding, with Eaglstein, Kundnani,\nand Hong holding 1,500,000,\n1,500,000,\nand 1,000,000\nshares, respectively.\n\n \n\nOn\nJanuary 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000\nshares of Series A Preferred Stock issued to Mitchell M. Eaglstein\nand (ii) 1,000,000\nshares of Series A Preferred Stock issued to Felix R. Hong.\nFollowing these cancellations, Eaglstein and Kundnani hold 4,000,000\nand 500,000\nshares, respectively, of Series A Preferred Stock, representing\n100%\nof all issued and outstanding Series A Preferred Stock.\n\n \n\n**Acquisitions\nof AML and APL (November 2023)**\n\n \n\nOn\nNovember 30, 2023, the Company purchased 499\nshares of Alchemy Markets Holdings Ltd (Alchemy BVI) from APSI\nHoldings Limited (“APSI”), previously known as Alchemy Prime Holdings Ltd (APHL), in exchange for 833,621\nSeries B Convertible Preferred Stock. No cash was exchanged.\nKundnani, a related party, is the sole shareholder of APSI. As a result, the Company owns 100.00%\nof AML.\n\n \n\nOn\nNovember 30, 2023, the Company purchased 100.00%\nof all the issued and outstanding shares of APL, an FCA-regulated brokerage, from APSI in exchange for 966,379\nSeries B Convertible Preferred Stock. No cash was exchanged.\nKundnani, a related party, is the sole shareholder of APSI.\n\n \n\nF-35\n\n \n\n \n\n**NOTE\n7. RELATED PARTY TRANSACTIONS (continued)**\n\n \n\n**Series\nB Convertible Preferred Stock Issuances**\n\n \n\nIn\nDecember 2023, Susan Eaglstein, mother of Mitchell Eaglstein, the Company’s CEO, provided $20,000\nas a related party advance for working capital. As part of\nthe consideration, the Company issued Ms. Eaglstein 10,000\nSeries B Convertible Preferred Shares in January 2024.\n\n \n\nOn\nJanuary 4, 2024, the Company issued Series B Convertible Preferred Stock for services valued at $1.41\nper share to the following related parties: 150,000\nshares to Imran Firoz, CFO and Director; 50,000\nshares to Gope S. Kundnani, Director; 150,000\nshares to Mitchell M. Eaglstein, CEO and Director; 50,000\nshares to FRH Group; 10,000\nshares to William B. Barnett, Esq.; and 10,000\nshares to Susan E. Eaglstein.\n\n \n\nOn\nFebruary 7, 2025, the Company issued 10,000\nSeries B Convertible Preferred Stock to Nicky G. Kundnani for\nservices valued at $1.41\nper share.\n\n \n\n**Acquisition\nof Alchemy International Ltd. (October 2025)**\n\n \n\nOn\nOctober 29, 2025, the Company completed the acquisition of 99.9%\nof the issued and outstanding shares of Alchemy International Ltd. (“AIL”), a securities dealer licensed by the Financial\nServices Authority of Seychelles (License SD136), from SYNC Capital Limited (“Seller”). The consideration was $2,000,000\ncash. SYNC Capital Limited is wholly owned by Gope S. Kundnani,\nwho is also a controlling shareholder of the Company. Accordingly, this acquisition constitutes a transaction between entities under\ncommon control within the meaning of ASC 805-50, and has been accounted for at the historical carrying amounts of AIL’s assets\nand liabilities. The difference between the consideration paid and the net book value of AIL attributable to the Company ($8,933,118)\nhas been credited to Additional Paid-In Capital as a capital contribution from the controlling shareholder. See Note 2 — Significant\nAcquisitions.\n\n \n\nThis\ntransaction was identified as a related-party transaction pursuant to Section 10.5 of the Share Purchase Agreement (“SPA”)\nand was reviewed and approved by an Audit Committee composed solely of independent, disinterested directors, with Kundnani and his affiliates\nrecused, in compliance with SPA Section 10.6.\n\n \n\n**Post-Acquisition\nRelated Party Balances — AIL and Alchemy DMCC**\n\n \n\nFollowing\nthe acquisition of AIL, significant intercompany and related party balances arose in the consolidated balance sheet as a result of AIL’s\npre-existing trading relationships with Alchemy Capital Markets Ltd. (ACM) and Alchemy DMCC, both related-party affiliates of Kundnani.\nThese balances are described below.\n\n \n\nAt December 31, 2025, AIL carried a current account receivable of $37,579,900\ndue from Alchemy Capital Markets Ltd. and related affiliates,\nincluded within the Related Party Receivable line on the consolidated balance sheet. This balance reflects trading activity and liquidity\narrangements conducted by AIL in the ordinary course of its operations as a securities dealer.\n\n \n\nAt December 31, 2025, AIL carried a current account payable of $25,512,642\ndue to Alchemy DMCC, a related-party affiliate, included within\nRelated Party Advances on the consolidated balance sheet. Additionally, FDCTech at the parent level carried a payable of $536,504\nto Alchemy DMCC. The terms and repayment conditions of these\nbalances are subject to ongoing intercompany arrangements and are eliminated upon consolidation where applicable.\n\n \n\n**Accrued\nCompensation — Executive Officers**\n\n \n\nAt December 31, 2025, the Company had accrued but unpaid payroll obligations of $241,000\nto Mitchell M. Eaglstein, CEO and Director, and $286,000\nto Imran Firoz, CFO and Director (through Thinkatalyst LLC.,\na company controlled by Mr. Firoz), included within Accrued Expenses, Related Party on the consolidated balance sheet. No related-party\ninterest expense was incurred for the fiscal years ended December 31, 2025, and 2024.\n\n \n\n**Planned\nRetirement of Series A Preferred Stock**\n\n \n\nIn\nconnection with the Company’s planned uplisting to a senior national securities exchange, immediately prior to the closing of the\ncontemplated offering, all 4,500,000\nshares of Series A Preferred Stock held by Eaglstein (4,000,000\nshares) and Kundnani (500,000\nshares) will be retired and cancelled. Holders of Series A\nPreferred Stock will not receive any cash consideration in connection with such retirement.\n\n \n\nF-36\n\n \n\n \n\n**NOTE\n7. RELATED PARTY TRANSACTIONS (continued)**\n\n \n\n**Summary\nof Related Party Balances**\n\n \n\nThe\nfollowing table summarizes related party balances included in the consolidated balance sheets as of December 31, 2025, and December 31,\n2024 (as restated):\n\n \n\nSUMMARY\nOF RELATED PARTY BALANCES\n\n  \nDecember\n31, 2025\n\n(Restated)  \nDecember\n31, 2024\n\n(Restated) \n\nRelated party receivable\n(asset): \n    \n   \n\nAIL –\nintercompany receivable (post-acquisition) \n$37,579,900  \n$— \n\nFDC – Related party receivables\nand advances \n 3,165,290  \n 1,682,450 \n\nAML – due from related\nparties, net \n (3,300,538) \n — \n\nFXPIG – due from \n 32,704  \n — \n\nTotal related party receivable \n$40,090,051  \n$1,682,450 \n\n  \n    \n   \n\nRelated party advances (liability): \n    \n   \n\nAIL – due to Alchemy\nDMCC (post-acquisition) \n$25,512,642  \n$\n7,713,827\n \n\nFDC – due to Alchemy\nDMCC \n 536,504  \n — \n\nFDC – related party\nadvances, net \n 33,000 \n 33,000 \n\nADS – related party\nloan \n 4,711  \n 3,536 \n\nAML – due to AML\nUS \n 720,644  \n 140,682 \n\nATECH – related party\nloan \n —  \n 101,795 \n\nTotal related party advances \n$\n**29,197,470**\n \n$**7,992,840**\n\n  \n    \n   \n\nAccrued expenses, related\nparty (liability): \n    \n   \n\nAccrued payroll –\nMitchell M. Eaglstein \n$241,000  \n 246,000 \n\nAccrued payroll –\nImran Firoz \n 286,000  \n \n273,500\n \n\nATECH – accrued expenses \n 5,287  \n — \n\nOther accrued, related\nparty \n —  \n — \n\nTotal accrued expenses,\nrelated party \n$532,287  \n$519,500\n\n \n\n**NOTE\n8. LINE OF CREDIT**\n\n \n\nSince\nJune 2016, the Company has maintained an unsecured revolving line of credit of $40,000\nfrom Bank of America to fund various purchases and travel expenses.\nThe line of credit has an average interest rate for purchases of 12%\nand a cash advance rate of 25%,\nas of December 31, 2025.\n\n \n\nSince\nOctober 2024, the Company has maintained an additional unsecured revolving line of credit with no preset spending limit, meaning the\nspending limit is flexible. The pay-over-time limit is $45,000.\nThe credit line has an average purchase interest rate of 28%\nas of December 31, 2025.\n\n \n\nAt December 31, 2025, the Company complies with the terms and conditions of both credit lines. At December 31, 2025, and 2024, the aggregate\noutstanding balance was $111,352 and\n$115,337,\nrespectively.\n\n \n\nF-37\n\n \n\n \n\n**NOTE\n9. NOTES PAYABLE – RELATED PARTY**\n\n \n\n**Business\nAcquisition Loan — Seller’s Note**\n\n \n\nAt December 31, 2024, the Company carried a business acquisition loan of $350,000\nin connection with a prior acquisition. During the fiscal year\nended December 31, 2025, the Company recorded an additional $2,000,000\nobligation in connection with the acquisition of Alchemy International\nLtd. (“AIL”), representing the cash consideration paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated\nOctober 29, 2025. At December 31, 2025, the total outstanding balance of the business acquisition loan was $2,350,000.\nThe maturity of $2,000,000\nloan obligation was extended to June\n30, 2026.\n\n \n\nAccrued\ninterest on the business acquisition loan was $14,000\nas of December 31, 2025, included within Accrued Interest —\nNon-Current on the consolidated balance sheet. See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions\nfor further details regarding the AIL acquisition.\n\n \n\n**SBA\nLoan**\n\n \n\nOn\nMay 22, 2020, the Company received $144,900\nunder the Small Business Administration (“SBA”)\nEconomic Injury Disaster Loan program. The loan bears interest at 3.75%\nper annum and requires monthly installment payments of $707,\nincluding principal and interest, beginning twelve (12) months from the promissory note date. The loan matures thirty (30) years from\nthe promissory note date. At December 31, 2025, and 2024, the outstanding balance was $105,678\nand $114,184,\nrespectively, classified as non-current on the consolidated balance sheet.\n\n \n\n**CARES\nAct — Paycheck Protection Program (PPP Note)**\n\n \n\nOn\nMay 1, 2020, the Company received proceeds of $50,632\nunder the Paycheck Protection Program pursuant to the Coronavirus\nAid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note carried a fixed interest rate of 1.00%\nper annum. During the fiscal year ended December 31, 2025, the Company repaid the remaining outstanding balance in full. At December 31, 2025, the PPP Note outstanding balance was $0.\nAt December 31, 2024, the outstanding balance was $5,661.\n\n \n\n**AJB\nCapital Promissory Note (Fully Retired)**\n\n \n\nOn\nJanuary 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $550,000\nat a coupon of 10%,\nmaturing July\n27, 2022. The note was fully repaid in February\n2023. On December 27, 2023, the Company redeemed the associated warrants issued as part of the original agreement for cash payments of\n$100,000 (paid\nat execution) and $100,000 (paid\non or before January 26, 2024), together with the issuance of 5,000,000\nrestricted shares of Common Stock on January 2, 2024. At December 31, 2025, and 2024, there was no outstanding balance under the AJB Capital arrangement.\n\n \n\n**Economic\nInjury Disaster Loan (EIDL) Grant**\n\n \n\nOn\nMay 14, 2020, the Company received $4,000\nas an Economic Injury Disaster Loan emergency grant under the\nCARES Act. As this grant is forgivable and requires no repayment, the Company recorded it as other income. There was no outstanding repayment\nobligation as of December 31, 2025, or 2024.\n\n \n\n**Summary\nof Outstanding Loan Balances**\n\n \n\nThe\nfollowing table summarizes outstanding loan and note balances as of December 31, 2025, and 2024:\n\n SCHEDULE\nOF OUTSTANDING LOAN AND NOTE BALANCES\n\n  \nDecember\n31, 2025\n\n(Restated)  \nDecember\n31, 2024\n\n(Restated) \n\nOutstanding loan and note\npayable balances: \n    \n   \n\nBusiness acquisition\nloans (Seller’s note) \n$2,350,000  \n$350,000 \n\nSBA loan (non-current) \n 105,678  \n 114,184 \n\nPPP loan \n —  \n 5,661 \n\nAJB promissory note \n —  \n — \n\n \n\nF-38\n\n \n\n \n\n**NOTE\n10. COMMITMENTS AND CONTINGENCIES**\n\n \n\n**Office\nFacility and Other Operating Leases**\n\n \n\nAt\nDecember 31, 2025, the Company and its subsidiaries operate offices across multiple jurisdictions. Leases that qualify under ASC 842\nare recognized on the consolidated balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. At December\n31, 2025, the ROU asset was $811,038,\ncurrent operating lease liabilities were $165,692,\nand non-current operating lease liabilities were $364,655.\nThe weighted-average remaining lease term for qualifying operating leases was approximately 1.1\nyears, and the weighted-average discount rate was approximately\n5.5%.\nService contracts and month-to-month arrangements that do not qualify as leases under ASC 842 are expensed as incurred and included in\nGeneral and Administrative expenses.\n\n \n\n**Irvine,\nCalifornia, USA (Company Headquarters)**\n\n \n\nEffective\nOctober 29, 2019, to the present, the Company leases office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618, on a month-to-month\nbasis. The Company may terminate the agreement by delivering an exit form at least one calendar month prior to the intended termination\nmonth. The monthly membership fee is $95.\nThis agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.\n\n \n\n**Brisbane,\nAustralia (ADS Office)**\n\n \n\nEffective\nJanuary 1, 2024, to the present, ADS leases office space at Level 38/71 Eagle St, Brisbane City QLD 4000, Australia, on a month-to-month\nbasis. The monthly membership fee is approximately $125.\nThis agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.\n\n \n\n**Limassol,\nCyprus (Company’s Executive Rental)**\n\n \n\nFrom\nJuly 2023 to the present, the Company has leased office and residential space in the Limassol District, Cyprus, from an unrelated party,\nat a monthly rent of approximately $3,500,\nincluded in General and Administrative expenses. This agreement is classified as a residential rental contract rather than a commercial\nlease and does not create an ROU asset under ASC 842.\n\n \n\n**Limassol,\nCyprus (ATECH Office)**\n\n \n\nEffective\nAugust 26, 2024, AlchemyTech Ltd. (“ATECH”) entered into a Sublease Agreement for office premises located at 10A-10C Eleftheriou\nVenizelou Street, Limassol, Cyprus, with Aldeon Property Partners Ltd. as Sublessor, and FDCTech, Inc. acting as Guarantor. The\nlease term is twenty-four (24) months, commencing October 1, 2024, and expiring September 30, 2026,\nwith an option\nto extend for up to two additional two-year terms at a 5% rent increase per renewal period.\nMonthly rent is €8,000\n(approximately $8,600)\nplus VAT, for a total lease commitment of €192,000.\nThis agreement qualifies as a lease under ASC 842, and the Company has recognized an ROU asset and corresponding lease liability on its\nconsolidated balance sheet.\n\n \n\n**St.\nJulian, Malta (AML Office)**\n\n \n\nEffective\nJuly 11, 2024, to the present, AML leases office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta,\non a month-to-month basis. The monthly membership fee is €1,659.\nThis agreement is classified as a service contract rather than a lease under ASC 842 and payments are recognized as operating expenses.\n\n \n\nF-39\n\n \n\n \n\n**NOTE\n10. COMMITMENTS AND CONTINGENCIES (continued)**\n\n \n\n**Tel\nAviv, Israel (AML Sales Office)**\n\n \n\nEffective\nJuly 1, 2023, AML entered into a service agreement with Mindspace Ltd. for office space and related services at Menachem Begin 11, Ramat\nGan, Israel, on a monthly auto-renewing basis. The monthly fee is $4,500\n(including VAT), with a security deposit of $6,300.\nAML does not have exclusive control over a specific unit. This agreement does not create a lease under ASC 842 and is accounted for as\na service contract.\n\n \n\n**London,\nUnited Kingdom (APL Office)**\n\n \n\nEffective\nDecember 20, 2024, Alchemy Prime Limited (“APL”) entered into a lease agreement for office space at Fifth Floor, 142 Central\nStreet, Clerkenwell, London, EC1V 8AR, with Agop Tanielian and Hourig Mercedes Tanielian as landlords. The lease has a fixed term of\nfive\nyears, expiring in 2029, with an annual rent\nof £112,500\n(approximately $12,000\nper month), payable in quarterly installments. The lease includes\na Break Clause exercisable on or after 2026, subject to four months’ prior written notice. APL is liable for service charges, insurance\nrent, and reinstatement obligations upon termination. This agreement qualifies as a lease under ASC 842, and the Company has recognized\nan ROU asset and corresponding lease liability on its consolidated balance sheet.\n\n \n\n**Terminated\nLeases**\n\n \n\n**Limassol,\nCyprus (Ecastica)**\n\n \n\nFrom\nOctober 2023 to August 2024, the Company leased office space in the Limassol District, Cyprus, for the intended establishment of AlchemyTech\nLtd. The monthly rent was approximately $1,000\nand the down payment was approximately $6,300,\nincluded in General and Administrative expenses. The lease was terminated in August 2024.\n\n \n\n**Chelyabinsk,\nRussia**\n\n \n\nFrom\nApril 2019 to August 2022, the Company leased office space in Chelyabinsk, Russia, at $500\nper month for software development and technical support. The\nCompany closed its Russian offices in August 2022 and relocated the team to Turkey, and subsequently to Kazakhstan in April 2023. This\nlease has been fully terminated.\n\n \n\nRental\nexpenses for all operating leases and service contracts are included in General and Administrative expenses.\n\n \n\n**Employment\nAgreement**\n\n \n\nThe\nCompany compensates its key executives as independent contractors. Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their\ntime to the Company. The Company has not formalized performance\nbonuses or other incentive plans. Each executive is paid at the beginning of each month. From September 2018 through September 30, 2020,\nthe Company paid monthly compensation of $5,000\nto its CEO and CFO, respectively. Effective October 1, 2020,\nthe Company increased the monthly compensation to $12,000.\nEffective January 1, 2023, the Company pays $15,000\nmonthly to its CEO and CFO.\n\n \n\nThe\nCompany is not currently a party to any formal employment agreement and has no compensation agreement with any officer or director. The\nCompany plans to enter into employment agreements with its officers in connection with the planned uplisting to a senior national securities\nexchange.\n\n \n\n**Accrued\nInterest**\n\n \n\nAt\nDecember 31, 2025, and December 31, 2024, the cumulative accrued interest on SBA and other loans, classified as non-current on the consolidated\nbalance sheet, was $42,396 and\n$70,493,\nrespectively.\n\n \n\n**Legal\nProceedings**\n\n \n\nThe\nCompany discloses a loss contingency if there is at least a reasonable possibility that a material loss has been incurred. The Company\nrecords its best estimate of a loss related to pending legal proceedings when the loss is probable and the amount can be reasonably estimated.\nWhen the Company can only reasonably estimate a range of losses with no best estimate, it records the minimum estimated liability. As\nadditional information becomes available, the Company reassesses the potential liability related to pending legal proceedings, revises\nits estimates, and updates its disclosures accordingly. Legal costs associated with defending the Company are recorded as expenses when\nincurred.\n\n \n\nF-40\n\n \n\n \n\n**NOTE\n10. COMMITMENTS AND CONTINGENCIES (continued)**\n\n \n\nThe\nCompany and its subsidiaries are involved in the following legal proceedings:\n\n \n\n*Asher\nAlkoby, et al. v. FDCTech*\n\n \n\nThis\naction is pending in the London Circuit Commercial Court under Claim Number LM-2024-000330 as of December 9, 2024. The claimants are\nAsher Alkoby and other former shareholders of Alchemy Markets Ltd. (“AML”), a Malta-incorporated broker that FDCTech acquired\nin June 2023. Following completion of the acquisition, the Company discovered that the target company had anti-money laundering deficiencies\nin 2019 for which it was fined by the Financial Intelligence Analysis Unit. An external audit also revealed that prior shareholders had\ntaken loans from the company that were never repaid, resulting in net capital lower than disclosed during negotiations. Based on these\nfindings, FDCTech withheld the final payment to the sellers.\n\n \n\nThe\nclaimants are seeking approximately $1.02\nmillion they allege is owing under the Share Sale Agreement,\nwhich they seek to rectify to make legally enforceable. The Company has counterclaimed for a declaration that the Share Sale Agreement\nis ineffective and unenforceable and seeks repayment of $915,000\npaid to the sellers. On October 17, 2025, the Court granted\nthe claimants permission to amend their claim to include a third claimant. The Company has prepared an Amended Defense and Counterclaim\nthrough Counsel, served May 9, 2025. A Costs and Case Management Conference took place on November 17, 2025, with directions given toward\na trial scheduled during November 2026.\n\n \n\n*FDCTech,\nInc. v. Intelligenceline.com, Fintelegram.com, et al.*\n\n \n\nThis\naction is pending in the Superior Court of California, County of Orange. FDCTech alleges that the defendants, through their websites\nIntelligenceline.com, Fintelegram.com, and Criticalintel.com, published false and defamatory statements accusing the Company of fraud,\nillegal conduct, and regulatory violations, causing significant reputational and financial harm including lost business opportunities.\nFDCTech further alleges that the defendants engaged in an extortion scheme by demanding payment for the removal of defamatory content.\nThe complaint asserts claims for defamation per se, defamation per quod, trade libel, and false light, seeking damages and injunctive\nrelief. The complaint was filed in 2025 and had not yet been served as of December 31, 2025. A hearing took place on December 15, 2025,\nat which the court instructed FDCTech to conduct further investigation as to the beneficial owner of Intelligenceline.com.\n\n \n\n*Alchemy\nMarkets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023)*\n\n \n\nThis\nappeal is pending before the Court of Appeal (Inferior Jurisdiction) in Malta. On September 23, 2023, the Financial Intelligence Analysis\nUnit (“FIAU”) imposed an administrative penalty of €419,997\nand a follow-up directive on Alchemy Markets Ltd. (formerly\nNSFX Limited), a subsidiary of the Company, based on a compliance examination conducted between November 25, 2019, and December 5, 2019\n— approximately four years prior to the decision and under different ownership and control. The Company filed this appeal on October\n19, 2023, challenging the decision-making process, the law on which the penalty was based, and asserting that the penalty is arbitrary\nand excessive. The case is in the evidentiary production stage. On October 24, 2025, a hearing was held for the Company to present further\nevidence. An additional hearing has been scheduled for February 2, 2026, for the FIAU to cross-examine the Company’s witnesses\nbefore Madam Justice Rachel Montebello, following which the matter will be adjourned for final legal submissions.\n\n \n\n*Alchemy\nMarkets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024)*\n\n \n\nThis\nconstitutional challenge is pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta and relates to the same\nSeptember 23, 2023, FIAU decision described above. The Company filed this application on April 2, 2024, challenging: (i) the composition\nof the FIAU and its enabling legislation; (ii) decision-making processes alleged to breach the Company’s fundamental right to a\nfair hearing; and (iii) that the penal nature of the penalty was imposed in breach of the Constitution of Malta without adjudication\nby an independent court. The Company requests the Constitutional Court to set aside the FIAU decision in its entirety. The first procedural\nhearing took place on May 7, 2024. The First Hall Civil Court (Constitutional Jurisdiction) has, in various instances, pronounced that\nadministrative penalties imposed by the FIAU are more akin to penal sanctions and that subject persons should be afforded the full rights\nof an accused under criminal law, consistently quashing FIAU decisions on this basis. The case remains pending as of January 21, 2026;\nthe next hearing is set for January 28, 2026.\n\n \n\nThe\nCompany believes it has meritorious defenses and counterclaims in all of the above matters and intends to defend them vigorously. However,\nlitigation is inherently uncertain, and the Company cannot predict the outcome of these proceedings with certainty. There are no additional\nmaterials pending legal or governmental proceedings other than ordinary routine litigation incidental to the business.\n\n \n\n**Tax\nCompliance Matters**\n\n \n\nFrom\ninception to date, the Company’s officers have been compensated as independent contractors. As a result, as of December 31, 2025,\nthe Company believes payroll tax liabilities are not material. The Company’s federal taxes are compliant with the Internal Revenue\nService regulations.\n\n \n\nF-41\n\n \n\n** **\n\n**NOTE\n11. RESTRICTED CASH — CLIENT FUNDS (SEGREGATED)**\n\n \n\n**(a)\nNature and Accounting Policy**\n\n \n\nCertain\nof the Company’s regulated brokerage subsidiaries “hold” funds on behalf of clients in connection with foreign\nexchange (“FX”), contracts for difference (“CFD”), and other financial trading activities. Restricted cash\n— client funds (segregated) or Client funds represent trading deposits and margin balances placed by clients with the\napplicable subsidiary and are required by regulation to be maintained in segregated accounts separate from the Company’s own\ncorporate funds.\n\n \n\nIn\naccordance with applicable regulatory requirements and consistent with the guidance under ASC 940, “Financial Services–Brokers\nand Dealers,”\nthe Company presents client funds as a separately captioned asset on the consolidated balance sheet, with an equal and offsetting client\nfunds payable recognized as a current liability. Client funds are not offset against the corresponding liability in the consolidated\nbalance sheet, as the conditions for right-of-setoff under ASC 210-20 are not met. The balances are carried at the amounts deposited\nor received, which approximates fair value.\n\n \n\nClient\nfunds are not available for the Company’s general corporate purposes and do not form part of the Company’s unrestricted cash\nand cash equivalents. Recognition and derecognition of client funds balances occur upon receipt or disbursement of funds to or from the\nsegregated client accounts.\n\n \n\n**(b)\nRegulated Entities Holding Client Funds**\n\n \n\nAt December 31, 2025, client funds are held by the following regulated subsidiaries of the Company:\n\n \n\n●\n**Alchemy Markets Ltd. (“AML”)**\n– a company incorporated in Malta and authorized and regulated by the Malta Financial Services Authority (“MFSA”)\nas an investment services firm. AML is required to maintain client money in segregated accounts pursuant to the MFSA Client Money Rules\nand the European Union’s Markets in Financial Instruments Directive II (“MiFID II”).\n\n \n \n\n●\n**Alchemy Prime Limited\n(“APL”)** – a company incorporated in the United Kingdom and authorized and regulated by the Financial Conduct\nAuthority (“FCA”) as an investment firm. APL is subject to the FCA Client Assets Sourcebook (“CASS”) rules,\nwhich prescribe strict segregation, reconciliation, and disclosure requirements for client money.\n\n \n \n\n●\n**Alchemy International\nLimited (“AIL”)** – a company incorporated in the Republic of Seychelles and licensed by the Financial Services\nAuthority of Seychelles (“FSA Seychelles”) as a securities dealer. AIL is required to maintain client deposits in accounts\ndesignated for client funds in accordance with FSA Seychelles regulatory requirements. AIL was acquired by the Company on October 29,\n2025, and is consolidated from that date. Client funds attributable to AIL are included in the December 31, 2025, balances set forth\nbelow.\n\n \n\nClient\nfunds held by each subsidiary are maintained in bank accounts designated exclusively for client money. Each entity performs daily internal\nreconciliations to ensure that client money balances agree with the amounts standing to the credit of clients.\n\n \n\nF-42\n\n \n\n \n\n**NOTE\n11. RESTRICTED CASH — CLIENT FUNDS (SEGREGATED) (continued)**\n\n \n\n**(c)\nClassification of Client Funds**\n\n \n\nThe\nCompany classifies client funds into two categories in accordance with applicable regulatory frameworks:\n\n \n\n(i)\n**Retail Client Funds**\n– funds held on behalf of retail clients as defined under MiFID II and equivalent UK regulatory standards. Retail client funds\nare subject to the highest level of segregation and investor protection requirements.\n\n \n \n\n(ii)\n**Professional / Title Transfer\nCollateral Arrangement (“TTCA”) Client Funds** – funds held on behalf of professional clients, including those\nsubject to TTCA arrangements pursuant to which legal title to the funds has been transferred to the subsidiary. TTCA funds are subject\nto regulatory requirements applicable to professional client classifications.\n\n \n\n**(d) Reconciliation of total cash, cash equivalents,\nand restricted cash:**\n\nSCHEDULE OF RECONCILIATION OF TOTAL CASH,\nCASH EQUIVALENTS, AND RESTRICTED CASH** **\n\n  \n\n**December 31, 2025**\n\n**(Restated)**\n  \n\n**December 31, 2024**\n\n**(Restated)**\n \n\nCash and cash equivalents \n$11,855,861  \n$13,850,168 \n\nRestricted cash — client funds (segregated) \n$5,813,888  \n$11,526,789 \n\nTotal cash and cash equivalents (including segregated client funds) \n$17,669,749  \n$25,376,957 \n\n \n\nAmounts included in client funds — segregated represent monies held by the Company’s regulated brokerage subsidiaries\non behalf of clients in segregated accounts pursuant to applicable regulatory requirements and are restricted as to use. These amounts\nare presented as a separately captioned restricted asset on the consolidated balance sheets and, in accordance with ASC 230-10-50-8, are\nincluded within cash, cash equivalents, and restricted cash for purposes of the consolidated statements of cash flows. The table above\nreconciles cash and client funds — segregated reported within the consolidated balance sheets to the total cash, cash equivalents,\nand restricted cash reported on the consolidated statements of cash flows for each period presented. Changes in the corresponding client\nfunds payable liability are reflected within net cash provided by (used in) operating activities.\n\n \n\n**(e)\nConsolidated Restricted cash — client funds (segregated) Balances**\n\n \n\nThe\nfollowing table sets forth the Restricted cash — client funds (segregated) and the corresponding client funds payable as presented in the consolidated balance\nsheets as of December 31, 2025, and December 31, 2024:\n\n SCHEDULE\nOF CLIENT FUND ASSET AND CLIENT FUNDS PAYABLE\n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\nRestricted cash — client funds (segregated) \n$5,813,888  \n$11,526,789 \n\nClient funds payable – liability \n (5,813,888) \n (11,526,789)\n\nNet impact on stockholders’ equity \n$—  \n$— \n\n \n\nAs\nthe Restricted cash — client funds (segregated) and the client funds payable are equal in all periods presented, the gross presentation has no net effect on total\nstockholders’ equity. The decrease in client funds from $11,526,789\nas of December 31, 2024 to $5,813,888\nas of December 31, 2025, representing a decrease of $5,712,901\n(49.6%),\nis primarily attributable to: attributing it to net client withdrawals and reduced margin deposits, partially offset by AIL’s client\nfunds added on acquisition.\n\n \n\n**(f)\nRelationship to Restatement of FY2024 Financial Statements**\n\n \n\nAs\ndescribed in Note 4 (Restatement of Previously Issued Financial Statements), the Company identified in fiscal year 2025 that certain\nclient fund balances had been incorrectly included within the Company’s general unrestricted cash balances in the previously issued\nfinancial statements for the year ended December 31, 2024. Specifically:\n\n \n\n(i)\nClient\nfunds aggregating $3,500,000\nbelonging to Alchemy Prime Limited (APL) and held within the cash account of Alchemy Markets Ltd. (AML) (designated as the liquidity\nprovider account) were identified as having been recorded within AML’s general cash balance rather than as a separately designated\nclient funds account. This reclassification transfers the balance from AML’s unrestricted cash to a client funds account, reflecting\nthe substance of the arrangement whereby AML holds these funds as custodian on behalf of APL’s clients. The adjustment does not affect consolidated net income or total stockholders’ equity; however, it reduces unrestricted cash and correspondingly increases\nthe Restricted cash — client funds (segregated) balance within the consolidated balance sheet.\n\n \n \n\n(ii)\nAssets\ntotaling $3,574,201\n(EUR 3,453,334)\nat the applicable period-end exchange rate, held by AML on behalf of an external third-party counterparty, were identified as having\nbeen included within AML’s cash on hand balance (Account 1028). These assets represent funds belonging to an external party and\ndo not constitute assets of the Company. Such amounts are required to be reclassified from cash on hand to a client funds or third-party\ncustodial asset account, with a corresponding liability recognized, to properly reflect the Company’s role as custodian of those\nfunds. This adjustment removes third-party assets from the Company’s cash balance and presents them within a client funds or\ncustodial asset classification, with a corresponding recognition of amounts due to the external party. The reclassification does not affect consolidated net income, net revenue, or total stockholders’ equity.\n\n \n\nBoth\nreclassifications were effected as part of the restatement of December 31, 2024, consolidated financial statements. Neither adjustment\naffected the Company’s consolidated net income, total stockholders’ equity, or revenues for any period presented. Readers\nare directed to Note 4 for a complete quantitative reconciliation of the restated amounts.\n\n \n\nF-43\n\n \n\n \n\n**NOTE\n11. RESTRICTED CASH — CLIENT FUNDS (SEGREGATED) (continued)**\n\n \n\n**(g)\nRestrictions and Use of Client Funds**\n\n \n\nClient\nfunds held by the Company’s regulated subsidiaries are subject to the following restrictions:\n\n \n\n(i)\nClient funds may not be used\nto meet the Company’s own operational expenses, capital requirements, or any other general corporate purpose.\n\n \n \n\n(ii)\nEach regulated subsidiary\nis required to maintain, at all times, sufficient liquid assets in segregated client accounts equal to or exceeding the aggregate client\nfunds liability.\n\n \n \n\n(iii)\nIn the event of insolvency\nof a regulated subsidiary, client funds held in properly segregated accounts are generally protected from the claims of the subsidiary’s\ngeneral creditors under applicable regulatory and insolvency regimes.\n\n \n\nAccordingly,\nclient funds are excluded from the Company’s liquidity analysis and are not considered available for general corporate purposes.\nAt December 31, 2025, we held total cash and cash equivalents of $17,669,749,\nconsisting of $11,855,861 of unrestricted cash and $5,813,888 of segregated client funds, of which $15,258,896\nin aggregate was held at liquidity providers.\n\n** **\n\n**NOTE\n12. STOCKHOLDERS’ EQUITY (DEFICIT)**\n\n \n\n**Authorized\nShares**\n\n \n\nOn\nFebruary 12, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to increase the authorized shares\nto 260,000,000,\nconsisting of 250,000,000 shares\nof Common Stock (par value $0.0001)\nand 10,000,000 shares\nof Preferred Stock (par value $0.0001).\n\n \n\nOn\nFebruary 17, 2022, the Company filed an Information Statement pursuant to Section 14C of the Securities Exchange Act of 1934 to increase\nthe authorized Common Stock from 250,000,000\nto 500,000,000\nshares and to approve the Company’s 2022 Equity Plan.\nThe Approving Stockholders (common stock only) owned 96,778,105\nshares, representing 64.62%\nof the total issued and outstanding voting power of the Company.\n\n \n\nOn\nMarch 12, 2024, the Company filed an Information Statement to increase the authorized Common Stock from 500,000,000\nto 1,000,000,000\nshares, to authorize a reverse stock split in a ratio of not\nless than 1-for-10 and not more than 1-for-50 at\nany time prior to June 30, 2024, and to approve the Company’s 2023 Stock Incentive Plan. The Approving Stockholders (common stock\nonly) owned 280,102,413\nshares, representing 72%\nof the total issued and outstanding voting power of the Company. The Board retains authority to abandon either Corporate Action prior\nto its effective date.\n\n \n\nOn\nSeptember 4, 2025, the Board and the holders of a majority of the Company’s voting stock approved the following corporate actions\nby written consent pursuant to Sections 228 and 242 of the Delaware General Corporation Law: (i) an increase in the authorized Common\nStock from 500,000,000 to\n750,000,000 shares;\nand (ii) an increase in the authorized Preferred (Series A and Series B) Stock from 10,000,000\nto 15,000,000\nshares; and (iii) authorization for the Board to implement\na reverse stock split of all outstanding Common Stock in a ratio of not\nless than 1-for-10 and not more than 1-for-100 at\nany time prior to June 30, 2026, at its discretion. The Approving Stockholders (common stock and Series A Preferred) owned 370,128,105\nshares, representing 87.6%\nof the total issued and outstanding voting power. Each Corporate Action became effective on or about the 20th calendar day after the\nInformation Statement was mailed to stockholders.\n\n \n\nAt December 31, 2025, and 2024, the Company’s authorized capital stock consists of 15,000,000\nshares of Preferred Stock (par value $0.0001)\nand 750,000,000\nshares of Common Stock (par value $0.0001).\n\n \n\nAt December 31, 2025, and 2024, the Company had 423,084,729\nand 391,084,729\nshares of Common Stock issued and outstanding, respectively.\nOf the 423,084,729 shares\noutstanding as of December 31, 2025, 371,861,597\nshares are restricted, and 50,723,132\nshares are unrestricted.\n\n \n\nAt December 31, 2025, and 2024, the Company had 4,500,000\nand 4,500,000\nshares of Series A Preferred Stock issued and outstanding,\nrespectively.\n\n \n\nAt December 31, 2025, and 2024, the Company had 2,371,844\nand 2,361,844\nshares of Series B Convertible Preferred Stock issued and outstanding,\nrespectively.\n\n \n\nF-44\n\n \n\n \n\n**NOTE\n12. STOCKHOLDERS’ DEFICIT (continued)**\n\n \n\n**Series\nA Preferred Stock**\n\n \n\nThe\npercentages below are calculated based on 4,500,000 shares of our Series A Preferred Stock issued and outstanding for the fiscal year\nended December 31, 2024.\n\n SCHEDULE\nOF SERIES A PREFERRED STOCK\n\n**Name\nand Address(1)**\n \n\n**Title\nof**\n\n**Class\n(4)**\n\n \n\n**Number\nof Shares**\n\n**Beneficially\nOwned**\n\n \n \n\n**Percent\nof**\n\n**Class**\n\n \n\nMitch\nEaglstein\n \nSeries\nA Preferred\n \n \n500,000\n \n \n \n11.11\n%\n\nGope\nS. Kundnani **(5)**\n \nSeries\nA Preferred\n \n \n4,000,000\n \n \n \n88.89\n%\n\nOfficers\nand Directors as a group (2 persons)\n \nSeries\nA Preferred\n \n \n4,500,000\n \n \n \n100.00\n%\n\n \n\n(4)\nSeries\nA Preferred stock is entitled to fifty (50) non-cumulative votes per share on all matters presented to stockholders for action. On December\n12, 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\nFelix R. Hong, respectively, as the founders, in consideration of services rendered to the Company. As of December 31, 2022, the Company\nhad 4,000,000 preferred shares issued and outstanding.\n\n \n\n(5)\nIn\nJanuary 2023, Eaglstein and Firoz transferred 1,100,000 and 400,000 shares to Gope S. Kundnani, the Director of the Company. As of September\n30, 2023, the Company had 4,000,000 preferred shares issued and outstanding, with Eaglstein, Kundnani, and Hong holding 1,500,000, 1,500,000,\nand 1,000,000 shares, respectively.\n\n \n\nOn\nNovember 30, 2023, the Company issued 2,500,000\nSeries A Preferred Stock to Kundnani, valued at $2,500,000.\nThe Company will receive $2,500,000\nin direct investment from Alchemy Prime Holdings Shareholder\nfor Series A Preferred, valued at $1.00\nper share.\n\n \n\nOn\nJanuary 30, 2024, the Company’s board of directors adopted and approved the rescission and cancellation of (i) 1,000,000\nshares of Series A Preferred Stock of the Company issued to\nMitchell M. Eaglstein and (ii) 1,000,000\nshares of Series A Preferred Stock of the Company issued to\nFelix R Hong.\n\n \n\nF-45\n\n \n\n \n\n**NOTE\n12. STOCKHOLDERS’ DEFICIT (continued)**\n\n \n\n**Series\nB Preferred Stock**\n\n \n\nThe\npercentages below are calculated based on 2,371,844\nshares of our Series B Preferred Stock issued and outstanding\nfor the fiscal year ended December 31, 2025.\n\n SCHEDULE\nOF SERIES B PREFERRED STOCK\n\n**Name\nand Address(1)** \n\n**Title\nof**\n\n**Class\n(6)**\n \n\n**Number\nof Shares**\n\n**Beneficially\nOwned**\n  \n\n**Percent\nof**\n\n**Class**\n \n\nAlchemy Prime Holdings Ltd. \nSeries\nB Preferred \n 1,800,000  \n 75.90%\n\nGope S. Kundnani \nSeries\nB Preferred \n 191,844  \n 8.09%\n\nMitchell M. Eaglstein \nSeries\nB Preferred \n 150,000  \n 6.32%\n\nImran Firoz \nSeries\nB Preferred \n 150,000  \n 6.32%\n\nFRH Group \nSeries\nB Preferred \n 50,000  \n 2.11%\n\nWilliam B. Barnett \nSeries\nB Preferred \n 10,000  \n 0.42%\n\nSusan E. Eaglstein \nSeries\nB Preferred \n 10,000  \n 0.42%\n\nNicky G. Kundnani \nSeries\nB Preferred \n 10,000  \n 0.42%\n\nOfficers and Directors as a group (3 persons) \nSeries\nB Preferred \n 2,291,844  \n 96.63%\n\n \n\n(6)\nThe\nSeries B Preferred Stock is non-dilutive and is not subject to stock splits or any other adjustments to the Company’s common\nstock. Each share of Series B Preferred Stock can be converted into 100\nshares of the Company’s\ncommon stock at any time by the holder of such shares. Series\nB Preferred Stock is entitled to one (1) vote per share on all matters presented to stockholders for action. As a result, 2,371,844\nSeries\nB Preferred Stock represents a 0.38% voting percentage on a fully diluted vote per share basis.\n\n \n\nOn\nNovember 30, 2023, the Company issued 1,800,000\nSeries B Preferred Stock to Kundnani, valued at $2,538,000,\nfor the purchase of 49.90%\nof AML and 100%\nof APL.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 150,000\nSeries B preferred stock to Mitchell M. Eaglstein, CEO and\nDirector, for services valued at $1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 150,000\nSeries B preferred stock to Imran Firoz, CFO and Director,\nfor services valued at $1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 50,000\nSeries B preferred stock to FRH Group for services valued at\n$1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 10,000\nSeries B preferred stock to William B. Barnett, Esq., for services\nvalued at $1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 10,000\nSeries B preferred stock to Susan E. Eaglstein for services\nvalued at $1.41\nper share.\n\n \n\nOn\nJanuary 4, 2024, the Company issued 50,000\nSeries B preferred stock to Gope S. Kundnani for services valued\nat $1.41\nper share.\n\n \n\nOn\nJanuary 30, 2024, the Company issued 141,844\nSeries B preferred stock to Gope S. Kundnani for cash valued\nat $1.41\nper share.\n\n \n\nOn February 07, 2025, the Company issued 10,000 Series\nB preferred stock to Nicky G. Kundnani for services valued at $1.41 per\nshare.\n\n \n\nF-46\n\n \n\n \n\n**NOTE\n12. STOCKHOLDERS’ DEFICIT (continued)**\n\n \n\n**Common\nStock**\n\n \n\nThe\nfollowing summarizes significant Common Stock issuances since the Company’s inception through December 31, 2025:\n\n \n\nOn\nJanuary 21, 2016, the Company collectively issued 30,000,000\nand 5,310,000\ncommon shares at par value to Mitchell Eaglstein and Imran\nFiroz, respectively, as founders, in consideration of services rendered.\n\n \n\nOn\nDecember 12, 2016, the Company issued 28,600,000\ncommon shares to the remaining two founding members.\n\n \n\nOn\nMarch 15, 2017, the Company issued 1,000,000\nrestricted common shares for platform development valued at\n$50,000,\nand 1,500,000\nrestricted common shares for professional services to three\nindividuals valued at $75,000.\n\n \n\nOn\nMarch 17, 2017, the Company issued 1,000,000\nshares to Susan Eaglstein for cash of $50,000.\nOn March 21, 2017, the Company issued 400,000\nshares to Bret Eaglstein for cash of $20,000.\nMs. Eaglstein and Mr. Eaglstein are the mother and brother of Mitchell Eaglstein, the CEO and director.\n\n \n\nFrom\nJuly 1, 2017, to October 3, 2017, the Company issued 653,332\nunits under its Offering Memorandum for cash of $98,000,\nwhere each unit consisted of one share of Common Stock and one Class A warrant.\n\n \n\nOn\nOctober 31, 2017, the Company issued 70,000\nrestricted common shares to management consultants valued at\n$10,500.\n\n \n\nOn\nJanuary 15, 2019, the Company issued 60,000\nrestricted common shares for professional services to eight\nconsultants valued at $9,000.\n\n \n\nFrom\nJanuary 29, 2019, to February 15, 2019, the Company issued 33,000\nregistered shares for cash of $4,950.\nOn February 26, 2019, the Company filed Post-Effective Amendment No. 1 to its Form S-1, removing from registration all shares that were\noffered but not sold.\n\n \n\nOn\nJune 3, 2020, the Company issued 2,745,053\nshares to Benchmark Investments, Inc. at $0.25\nper share, valued at $686,263,\nfor financial advisory services. On August 25, 2020, the engagement was terminated, and the Broker-Dealer returned the 2,745,053\nshares.\n\n \n\nOn\nOctober 1, 2020, the Company issued 250,000\nrestricted common shares to a digital marketing consultant\nvalued at $30,000.\n\n \n\nOn\nJanuary 31, 2021, the Company issued 2,300,000\nrestricted common shares to two consultants for professional\nservices valued at $621,000.\n\n \n\nOn\nFebruary 22, 2021, the Company eliminated all four FRH Group convertible notes totaling $1,256,908\nby issuing 12,569,080\nunregistered common shares. FRH assigned the shares to FRH\nGroup Corporation.\n\n \n\nOn\nMay 19, 2021, the Company issued 1,750,000\nrestricted common shares to a consultant for professional services\nvalued at $350,000.\n\n \n\nOn\nJune 2, 2021, the Company issued 1,750,000\nrestricted common shares under the Genesis Agreement valued\nat $437,500.\nAs the Genesis Agreement did not materialize, the consultant returned the shares to the treasury.\n\n \n\nOn\nJune 15, 2021, the Company issued 100,000\nrestricted common shares to a board member for services valued\nat $21,000.\nOn July 6, 2021, the Company issued a further 100,000\nrestricted common shares to a board member for services valued\nat $22,000.\n\n \n\nOn\nJuly 20, 2021, the Company issued 545,852\nrestricted common shares to a consultant for professional services\nvalued at $98,253.\n\n \n\nOn\nOctober 4, 2021, the Company filed a prospectus related to the resale of shares to White Lion and AD Securities America, LLC. The Company\nissued 2,000,000\nshares to AD Securities America, LLC for $200,000\nand 670,000\nregistered shares to White Lion as consideration shares valued\nat $80,400.\n\n \n\nOn\nOctober 5, 2021, the Company issued 1,500,000\nrestricted common shares to a consultant for professional services\nvalued at $164,250.\n\n \n\nIn\nNovember 2021, the Company issued 750,000\nregistered shares to White Lion for cash of $62,375.\n\n \n\nOn\nDecember 22, 2021, the Company issued 45,000,000\nrestricted common shares to ADFP to acquire a 51.00%\ncontrolling interest in AD Advisory Service Pty Ltd.\n\n \n\nIn\nDecember 2021, the Company issued 5,650,000\nrestricted common shares to two board members, a consultant,\nand two officers for services and software development valued at $169,500.\n\n \n\nOn\nJanuary 4, 2022, the Company issued 1,500,000\nrestricted common shares to a consultant for professional services\nvalued at $93,750.\nFrom January 4 to February 10, 2022, the Company issued 2,500,000\nregistered shares to White Lion for cash of $114,185.\n\n \n\nOn\nJanuary 27, 2022, the Company issued 2,214,286\ncommon shares valued at $71,521\nupon execution of the AJB Capital promissory note, together\nwith 1,000,000\n3\nthree-year cash warrants priced at $0.30\nas the incentive fee.\n\n \n\nOn\nJuly 31, 2022, the Company issued 250,000\nrestricted common shares to a consultant for professional services\nvalued at $9,475.\n\n \n\nOn\nSeptember 30, 2022, the Company issued 30,000,000\nrestricted common shares for cash valued at $300,000,\nand 5,000,000\nrestricted common shares to Gope S. Kundnani for services valued\nat $60,000.\n\n \n\nF-47\n\n \n\n  \n\n**NOTE\n12. STOCKHOLDERS’ DEFICIT (continued)**\n\n \n\nOn\nDecember 12, 2022, the Company issued 20,000,000\nrestricted common shares to two officers for services valued\nat $166,000.\nOn December 15, 2022, the Company issued 8,000,000\nrestricted common shares to two officers for services valued\nat $76,000.\n\n \n\nOn\nJanuary 25, 2023, the Company issued 5,309,179\nrestricted common shares to AJB as compensation for consideration\nshares related to the AJB Note, valued at $60,525,\nand 115,000,000\nrestricted common shares for cash valued at $550,000.\n\n \n\nOn\nMarch 28, 2023, the Company issued 2,000,000\nrestricted common shares for cash valued at $20,000.\n\n \n\nOn\nNovember 30, 2023, the Company issued 50,000,000\nrestricted common shares to Kundnani for cash valued at $5,500,000.\n\n \n\nOn\nDecember 27, 2023, the Company issued 5,000,000\nrestricted common shares to AJB Capital in exchange for the\nredemption of warrants, valued at $90,000.\n\n \n\nOn\nMay 9, 2024, the Company issued 2,000,000\nshares for cash of $20,000.\n\n \n\nOn\nJanuary 1, 2025, the Company issued 32,000,000\nrestricted common shares to employees of its subsidiaries for\nservices rendered, valued at $35,200.\nThe shares were issued to Robert W. Winters (30,000,000\nshares), Shimon Kogan (1,000,000\nshares), and Patrick G. Cann (1,000,000\nshares).\n\n \n\n**Additional\nPaid-In Capital — AIL Common Control Acquisition**\n\n \n\nIn\nconnection with the acquisition of Alchemy International Ltd. on October 29, 2025, the Company recorded an increase to Additional Paid-In\nCapital of $9,969,735,\nrepresenting the excess of AIL’s net book value at acquisition over the $2,000,000\ncash consideration paid, net of non-controlling interest recognized.\nThis amount represents a capital contribution from the controlling shareholder, Gope S. Kundnani, and is accounted for under ASC 805-50.\nSee Note 2 — Significant Acquisitions and Note 7 — Related Party Transactions for further details.\n\n \n\n**Subscription\nReceivable**\n\n \n\nAt December 31, 2025, and 2024, the Company has a subscription receivable of $8,000,000,\nrecorded as a contra-equity item within stockholders’ equity, representing shares issued for which the consideration has not yet\nbeen received.\n\n \n\nF-48\n\n \n\n \n\n**NOTE\n13. WARRANTS**\n\n \n\nOn\nJanuary 27, 2022, in connection with the AJB Capital promissory note, the Company issued 1,000,000\n3\nthree-year cash warrants (“AJB Warrants”)\npriced at $0.30\nper share, together with 2,214,286\nshares of Common Stock valued at $71,521,\nas the incentive fee upon execution of the agreement.\n\n \n\nThe\nAJB Warrants were fully redeemed on December 27, 2023, pursuant to a warrant redemption agreement on the following terms: (i) cash payment\nof $100,000\npaid at execution; (ii) a second cash payment of $100,000\npaid on or before January 26, 2024; and (iii) the issuance\nof 5,000,000\nrestricted shares of Common Stock on January 2, 2024, valued\nat $90,000.\nAll obligations under the warrant redemption agreement were satisfied in full by January 2024.\n\n \n\nAt December 31, 2025, and 2024, there were no\nwarrants issued or outstanding. The Company has no equity compensation\nplans under which warrants or options are currently authorized for issuance.\n\n \n\n**NOTE\n14. COMPREHENSIVE INCOME**\n\n \n\nThe Company’s other comprehensive income (loss) (“OCI”) consists\nof foreign currency translation adjustments arising from those subsidiaries that do not use the U.S. dollar as their functional currency\n— AD Advisory Services Pty Ltd. (ADS, Australian dollar), Alchemy Markets Ltd. (AML, euro), Alchemy Prime Limited (APL, pound sterling),\nAlchemytech Ltd. (ATECH, euro), and, from the fourth quarter of 2025, Alchemy International Ltd. (AIL). These adjustments are recorded,\nnet of tax, in accumulated other comprehensive income (loss) (“AOCI”) within stockholders’ equity and noncontrolling interests,\nand are reclassified to the statement of operations only upon the disposal or liquidation of the related subsidiary. Because the undistributed\nearnings of the Company’s foreign subsidiaries are considered indefinitely reinvested, no deferred tax effect has been recorded on the\nOCI components presented (ASC 740-30-25-17).\n\n \n\nChanges\nin AOCI by component. AOCI, all of which relates to cumulative foreign currency translation, was a balance of $225,228 at December 31,\n2023. During the fiscal year ended December 31, 2024 (restated), the Company recognized total other comprehensive loss of $(298,009),\ncomprising translation adjustments attributable to ADS, AML, APL, and ATECH, reducing the AOCI balance to $(72,781) at December 31, 2024.\nDuring the fiscal year ended December 31, 2025 (restated), the Company recognized total other comprehensive income of $369,038, comprising\ntranslation adjustments attributable to ADS, AML, APL, and ATECH, increasing\nthe AOCI balance to $296,257 at December 31, 2025.\n\n \n\nComprehensive\nincome attributable to noncontrolling interest. Noncontrolling interest (“NCI”) represents the 49% minority interest in ADS\nand, from October 29, 2025, a 0.1% interest in AIL. NCI was $38,939\nat the beginning of fiscal 2024. During\nfiscal 2024, the Company attributed net income (loss) of $10,958\nand foreign currency translation of $(33,077)\nto NCI, resulting in NCI of $16,820\nat December 31, 2024. During fiscal 2025, the Company attributed net income (loss) of $31,389 and foreign currency translation of $(14,886)\nto NCI, resulting in an NCI balance of $33,323\nat December 31, 2025.\n\n \n\nThe\nfollowing table shows the changes in AOCI by component for the fiscal years ended December 31, 2025, and 2024:\n\n \n\n SCHEDULE\nOF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME\n\nAccumulated\nComprehensive Income: \n\n**Cumulative\nForeign**\n\n**Currency\nTranslation**\n \n\nBalance\nas of December 31, 2023 \n$225,228 \n\nOther comprehensive income (loss), attributed\nto ADS \n 22,450\n\nOther comprehensive income (loss), attributed\nto AML \n (335,483) \n\nOther comprehensive income (loss), attributed\nto APL \n 6,264  \n\nOther comprehensive income\n(loss), attributed to ATECH \n 8,760\n\nTotal other comprehensive\nincome (loss), as restated, December 31, 2024 (Restated) \n **(298,009****)**\n\nBalance as of December\n31, 2024 (Restated) \n$(72,781) \n\nOther comprehensive income (loss), attributed\nto ADS \n$17,190\n\nOther comprehensive income (loss), attributed\nto AML \n$373,172 \n\nOther comprehensive income (loss), attributed\nto APL \n$(22,297)\n\nOther comprehensive income (loss), attributed\nto ATECH \n$973\n\nTotal other comprehensive\nincome (loss), December 31, 2025 (Restated) \n**$****369,038**\n\nBalance as of December\n31, 2025 (Restated) \n$296,257\n\n \n\nNo amounts were reclassified out of AOCI to net income during the fiscal\nyears ended December 31, 2025, or December 31, 2024. The AOCI balances rolled forward above tie to accumulated other comprehensive income\n(loss) presented on the consolidated balance sheet of $(72,781) at December 31, 2024, and $296,257 at December 31, 2025.\n\n \n\nF-49\n\n \n\n \n\n**NOTE\n15. NON CONTROLLING INTEREST**\n\n \n\nBasis of presentation. Noncontrolling interest (“NCI”) represents\nthe equity in consolidated subsidiaries that is not attributable, directly or indirectly, to the Company. The Company consolidates entities\nin which it holds a controlling financial interest and reports the portion of net income (loss), other comprehensive income (loss), and\nnet assets attributable to the minority owners as noncontrolling interest in accordance with ASC 810, Consolidation. NCI is presented\nwithin total stockholders’ equity (deficit) on the consolidated balance sheets, separately from the equity attributable to the stockholders\nof FDCTech, Inc., and net income (loss) and comprehensive income (loss) attributable to NCI are presented separately on the face of the\nconsolidated statements of operations and of comprehensive income (loss). Transactions with noncontrolling interest holders that do not\nresult in a loss of control are accounted for as equity transactions, with no gain or loss recognized in net income; any difference between\nconsideration and the carrying amount of the NCI acquired or relinquished is recognized directly in additional paid-in capital.\n\n \n\nSubsidiaries with noncontrolling interests. The Company’s noncontrolling\ninterests consist of the 49% minority interest in AD Advisory Services Pty Ltd. (“ADS”), held since the Company obtained control\nof ADS, and a 0.1% interest in Alchemy International Ltd. (“AIL”) arising from the Company’s consolidation of AIL effective\nOctober 29, 2025. The Company holds a controlling financial interest in each of these subsidiaries and consolidates their results, attributing\nthe proportionate share of their earnings, other comprehensive income (loss), and net assets to the noncontrolling interest holders. No\nnoncontrolling interest is recognized for wholly owned subsidiaries.\n\n \n\n*Changes\nin noncontrolling interest*\n\n \n\nChanges\nin noncontrolling interest. The carrying amount of noncontrolling interest was $38,939 at\nthe beginning of fiscal 2024. During the fiscal year ended December 31, 2024 (restated), the Company attributed net income (loss) of\n$10,958 and\nforeign currency translation attributable to NCI of $(33,077),\nreducing the balance to $16,820 at\nDecember 31, 2024. During the fiscal year ended December 31, 2025 (restated), the Company attributed net income (loss) of $31,389 and\nforeign currency translation attributable to NCI of $(14,886),\nresulting in a noncontrolling interest balance of $33,323\nat December 31, 2025. Foreign currency translation attributable to NCI represents the noncontrolling holders’ proportionate\nshare of the cumulative translation adjustment arising on consolidation of the Company’s foreign subsidiaries. The\nnoncontrolling interest balances rolled forward above tie to the noncontrolling interest reported within stockholders’ equity\n(deficit) on the consolidated balance sheets.\n\n \n\nThe\nfollowing table presents the changes in noncontrolling interest for the fiscal years ended December 31, 2025, and December 31, 2024:\n\n SCHEDULE\nOF NONCONTROLLING INTEREST\n\n  \n2025  \n2024 \n\nBalance, beginning of period \n$16,820  \n 38,939 \n\nNet income (loss) attributable to NCI \n$31,389  \n 10,958\n\nForeign currency translation — NCI \n$(14,886) \n (33,077)\n\nBalance, end of period \n$33,323  \n 16,820 \n\n \n\n**NOTE\n16. INCOME TAXES**\n\n \n\nThe income tax disclosures below reflect the tax\nposition of FDCTech, Inc. as a standalone U.S. domestic C-corporation (the “U.S. Parent”).\nThe Company’s foreign operating subsidiaries – Alchemy Markets Ltd. (Malta), Alchemy Prime Limited (United Kingdom), AD Advisory\nServices Pty Ltd. (Australia), Alchemy International Ltd. (Seychelles), and Alchemytech Ltd. (Cyprus) – are separate legal entities\nsubject to income taxation in their respective jurisdictions. The U.S. Parent does not include foreign subsidiary earnings in its U.S.\nfederal or state income tax returns. The deferred tax liabilities recognized on the consolidated balance sheet in respect of the foreign\nsubsidiaries are discussed separately below.\n\n \n\nThe\nCompany calculates its income tax provision using the asset and liability method prescribed under ASC 740, *Income Taxes*. Deferred\ntax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement\ncarrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss (“NOL”)\ncarryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years\nin which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets\nand liabilities is recognized in income in the period that includes the enactment date.\n\n \n\n**United\nStates Federal and State Income Taxes – FDCTech, Inc.**\n\n \n\nThe\nU.S. Parent is subject to the U.S. federal corporate income tax at a flat rate of 21%\nunder the Tax Cuts and Jobs Act of 2017, as well as applicable\nstate income taxes in California. For the fiscal years ended December 31, 2025, and December 31, 2024, the U.S. Parent generated a pre-tax\nloss from operations on a standalone basis. In each year, the provision for income taxes attributable to the U.S. Parent was $nil,\nas described below.\n\n \n\n**Book-to-Tax Reconciliation – FDCTech, Inc.\n(U.S. Parent Standalone)**\n\n \n\nThe following table\nreconciles the U.S. Parent’s pre-tax book loss to taxable income (loss) for the fiscal years ended December 31, 2025, and December\n31, 2024:\n\n \n\n  SCHEDULE\nOF PROVISIONS FOR INCOME TAXES\n\n \n\nIncome Tax \nDeferred Tax Assets/Liability \n\n  \nDecember 31, 2025\n\n(Restated)  \nDecember 31, 2024\n\n(Restated) \n\n  \nBook value  \nTax value  \nBook value  \nTax value \n\nIncome (Loss) per Books \n (878,612\n)\n \n (184,509\n)\n \n (507,821) \n (106,642)\n\nM-1 Differences: \n    \n    \n    \n   \n\nStock/options issued for services \n 49,300  \n 10,353  \n 846,950  \n 177,860 \n\nAllowance for doubtful accounts \n —  \n —  \n 44,058  \n 9,252 \n\nTax income (loss) \n (829,312\n**)**\n \n (174,156\n)\n \n 383,187  \n 80,469 \n\n  \n    \n    \n    \n   \n\nPrior Year NOL (exclude the effect of state tax) \n (1,842,001) \n (212,665) \n (1,395,876) \n (293,134)\n\nCumulative NOL \n (1,842,001\n)\n \n (386,820\n)\n \n (1,842,001) \n (212,665)\n\n \n\n SCHEDULE\nOF DEFERRED TAX ASSETS\n\n  \nDecember\n31, 2025\n\n(Restated)  \nDecember\n31, 2024\n\n(Restated) \n\nNet operating loss carry forwards. \n 386,820 \n 212,665 \n\nStock/options issued for services \n 10,353  \n 177,860 \n\nAllowance for doubtful accounts \n —  \n 9,252 \n\nValuation allowance \n (397,173\n)\n \n (399,776)\n\nTotal \n —  \n — \n\n  \n    \n   \n\nTax at statutory rate (21%) \n (184,509\n)\n \n (106,642)\n\nState tax benefit, net of federal tax effect \n —  \n — \n\nChange in valuation allowance \n 184,509 \n 106,642 \n\nTotal \n —  \n — \n\n \n\nF-50\n\n \n\n \n\n**Note\n16. Income Taxes****(continued)**\n\n \n\nFor\nthe fiscal year ended December 31, 2025, the non-cash stock-based compensation add-back of $49,300\nconsists of: (i) $35,200\nrepresenting the fair value of 32,000,000\nshares of restricted common stock issued to employees of the\nCompany’s subsidiaries for services rendered; and (ii) $14,100\nrepresenting 10,000\nshares of Series B Convertible Preferred Stock issued to Nick\nG. Kundnani for services, recognized at $1.41\nper share. For the fiscal year ended December 31, 2024, the\nadd-back of $846,950\nrepresents 561,844\nshares of Series B Convertible Preferred Stock issued to officers,\ndirectors, and consultants for services rendered ($792,200),\nand 500,000\nshares of common stock issued for services ($54,750).\nThe allowance for doubtful accounts of $44,058,\nrecognized as a general and administrative expense in fiscal year 2024 in connection with the restatement, is not deductible for U.S.\nfederal income tax purposes until the related receivable is actually written off as uncollectible.\n\n \n\nFor\nthe fiscal year ended December 31, 2024, the\npre-NOL taxable income of $383,187 was fully offset by prior-period NOL carryforwards, resulting in net taxable income of $nil and a\ncurrent tax provision of $nil. For the fiscal year ended December 31, 2025, the U.S. Parent generated a net taxable loss of $829,312,\nresulting in no current income tax expense.\n\n \n\n**Net\nOperating Loss Carryforwards**\n\n \n\nAt December 31, 2025, the U.S. Parent had generated a current-year taxable loss of $829,312,\nwhich is added to the accumulated NOL carryforward. Federal NOL carryforwards generated after December 31, 2017, carry forward indefinitely\nbut are subject to a utilization limitation of 80% of taxable income in any given year. Federal NOL carryforwards generated prior to\nJanuary 1, 2018, expire 20 years after the year in which they arose and are not subject to the 80% limitation. The accumulated U.S. federal\nNOL carryforward of FDCTech, Inc. as of December 31, 2025, inclusive of the $829,312\ngenerated in fiscal year 2025, is approximately $1,842,001.\nThe Company has filed its U.S. federal tax return for the fiscal year ended December 31, 2025.\n\n \n\nIn\nevaluating the realizability of deferred tax assets, management considered all available positive and negative evidence, including the\nU.S. Parent’s history of cumulative operating losses, the expected reversal of existing temporary differences, tax planning strategies,\nand projected future taxable income. Based on the weight of available evidence, and in particular the U.S. Parent’s sustained history\nof pre-tax losses at the standalone entity level, management has determined that it is more likely than not that the U.S. Parent’s\ngross deferred tax assets will not be realized. Accordingly, a full valuation allowance has been established against the U.S. Parent’s\nnet deferred tax assets as of December 31, 2025, and 2024.\n\n \n\nThe\nchange in valuation allowance for fiscal year 2025 reflects the addition of the deferred tax asset arising from the $829,312\ncurrent-year taxable loss (generating a deferred tax asset\nof $174,156 at\n21%),\npartially offset by the release of the $36,038\ndeferred tax asset associated with the $383,187\nof prior-period NOL carryforward utilized during fiscal year\n2024 (reflected in the FY2024 comparative column). The allowance for doubtful accounts of $44,058\nrecognized in fiscal year 2024 results in a temporary difference\nof $9,252 (at\n21%) that is expected to reverse upon charge-off of the related receivable.\n\n \n\n**Foreign Subsidiary\nTaxes and Deferred Tax Liabilities**\n\n \n\nThe\nCompany’s foreign operating subsidiaries are subject to income taxes in their respective jurisdictions. Alchemy Markets Ltd. is\nsubject to corporate income tax in Malta under the Income Tax Act at a standard rate of 35%, with a refund mechanism that generally results\nin an effective tax rate of approximately 5% for trading income distributed to non-Maltese shareholders. Alchemy Prime Limited is subject\nto UK Corporation Tax at the applicable statutory rate. AD Advisory Services Pty Ltd. is subject to Australian income tax at the applicable\ncorporate rate. Alchemy International Ltd. is subject to income tax in Seychelles under applicable local legislation. Alchemytech Ltd.\nis subject to income tax in Cyprus.\n\n \n\nThe\nCompany does not consolidate foreign subsidiary earnings for U.S. tax purposes. Management considers the undistributed earnings of its\nforeign subsidiaries to be indefinitely reinvested outside the United States, and accordingly, no deferred U.S. federal income tax liability\nhas been recognized with respect to such earnings.\n\n \n\nThe\nconsolidated balance sheet includes a deferred tax liability of $377,975\nas of December 31, 2025 (December 31, 2024: $333,418),\nrelating to temporary differences arising at the Company’s foreign subsidiaries, primarily Alchemy Markets Ltd. in Malta. The deferred\ntax expense recognized in the consolidated statements of operations arising from changes in this liability was $44,557\nfor the fiscal year ended December 31, 2025 (fiscal year 2024:\ndeferred tax benefit of $513,163).\nThese amounts are measured using the enacted tax rates applicable in the relevant foreign jurisdictions.\n\n \n\n**Uncertain\nTax Positions**\n\n \n\nThe\nCompany has analyzed its tax positions in all jurisdictions in accordance with ASC 740-10-25 and has identified no uncertain tax positions\nrequiring recognition or disclosure as of December 31, 2025, or December 31, 2024. The Company does not anticipate a material change\nin the amount of unrecognized tax benefits within the next twelve months. Should uncertain tax positions be identified in the future,\nany related interest and penalties would be recognized as components of income tax expense.\n\n \n\n**Open\nTax Years**\n\n \n\nThe\nCompany’s U.S. federal and California state income tax returns are subject to examination for tax years beginning in 2021. The\nU.S. federal income tax returns for fiscal years 2023 and 2022 have been filed and accepted. The California franchise tax returns\nfor fiscal years 2023 and 2022 have also been filed and accepted. At December 31, 2025, the Company has no ongoing tax examinations\nin any jurisdiction.\n\n \n\n**NOTE\n17. OFF-BALANCE SHEET ARRANGEMENTS**\n\n \n\nWe\nhave no off-balance sheet arrangements affecting our liquidity, capital resources, market risk support, credit risk support, or other\nbenefits.\n\n \n\nF-51\n\n \n\n \n\n**NOTE\n18. SUBSEQUENT EVENTS**\n\n \n\nThe\nCompany evaluated subsequent events through June 8, 2026, the date on which these consolidated financial statements were available\nto be issued. The following events occurring after December 31, 2025, are disclosed in accordance with ASC 855, *Subsequent Events*.\n\n \n\n*Amendment\nto Series B Convertible Preferred Stock Conversion Terms*\n\n \n\nIn\nJanuary 2026, the Company filed a Certificate of Amendment to the Certificate of Designation of its Series B Convertible Preferred Stock\n(the “Series B Amendment”) with the Secretary of State of the State of Delaware. The Series B Amendment did not change the\nnumber of authorized or issued shares of Series B Convertible Preferred Stock, nor any other rights, preferences, or privileges thereof,\nexcept with respect to its conversion rights.\n\n \n\nAs\namended, each share of Series B Convertible Preferred Stock remains convertible, at the option of the holder and without payment of additional\nconsideration, into 100 shares of Common Stock at any time (the “Base Conversion Rate”). However, in the event the Company\ncompletes a qualifying public offering of $10,000,000 or more that includes an uplisting of its Common Stock to The Nasdaq Stock Market\nor the New York Stock Exchange, the conversion rate applicable to shares converted in connection with such qualifying public offering\nwill be determined by the Board of Directors within a range of 10 to 100 shares of Common Stock for each one share of Series B Convertible\nPreferred Stock. The Company anticipates that the conversion ratio applied in connection with a qualifying offering would be 10 shares\nof Common Stock for each one share of Series B Convertible Preferred Stock. The Series B Amendment was approved by the Board of Directors\nby unanimous written consent and by the written consent of the holders of at least 51% of the Series B voting power, as required under\nDelaware General Corporation Law.\n\n \n\n*Planned\nUplisting to a National Securities Exchange*\n\n \n\nIn\nconnection with its previously announced plan to uplist its Common Stock to a national securities exchange, the Company has engaged Lucosky\nBrookman LLP as legal counsel and E.F. Hutton & Co. LLC as financial advisor to assist with capital markets strategy, financing opportunities,\nand the uplisting process. The Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission.\nAs of the date these financial statements were available to be issued, the registration statement had not yet been filed. This event\nis a Type I recognized subsequent event to the extent it relates to the Series B conversion terms described above, and is otherwise disclosed\nfor informational purposes.\n\n \n\n*Updates\nto Legal Proceedings*\n\n \n\n*Alchemy\nMarkets Ltd. v. Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 104/2023).* On February 2, 2026, a hearing was\nheld before Madam Justice Rachel Montebello in the Court of Appeal (Inferior Jurisdiction), Malta, at which the FIAU cross-examined the\nCompany’s witnesses. Following the cross-examination, the matter has been adjourned for final legal submissions. No judgment has\nbeen issued as of the date these financial statements were available to be issued.\n\n \n\n*Alchemy\nMarkets Ltd. v. L-Avukat tal-Istat u Il-Korp għall-Analizi ta’ Informazzjoni Finanzjarja (Ref: 159/2024)*. A hearing in\nthe constitutional challenge pending before the First Hall Civil Court (Constitutional Jurisdiction) in Malta was held on January 28,\n2026. The case remains pending as of the date these financial statements were available to be issued.\n\n \n\nWith\nrespect to all other legal proceedings described in Note 10 — Commitments and Contingencies, there have been no material developments\nbetween December 31, 2025, and the date these financial statements were available to be issued.\n\n \n\n*U.S.–Israel–Iran\nMilitary Conflict*\n\n \n\nOn\nFebruary 28, 2026, the United States and Israel launched coordinated joint military strikes against Iran, targeting military, governmental,\nand nuclear-related sites. Iran subsequently responded with missile and drone attacks against targets in the region and sought to restrict\ncommercial shipping traffic through the Strait of Hormuz. As of the date these financial statements were available to be issued, the\nconflict remained ongoing, and its ultimate scope, duration, and resolution were uncertain.\n\n \n\nThe\nCompany maintains a sales office in Tel Aviv, Israel. As of the date of this filing, that office has not experienced any material disruption\nto its operations as a direct result of the conflict, and the safety of Company personnel located there has not been compromised. The\nCompany’s operating subsidiaries are located in the United Kingdom, Malta, Cyprus, Australia, Seychelles, and Mauritius, none of\nwhich are in the directly affected region. However, the broader geopolitical instability and elevated market volatility arising from\nthe conflict may affect client trading volumes, foreign currency exchange rates, and the general business environment in which the Company\noperates.\n\n \n\nThis\nevent is classified as a Type II non-recognized subsequent event under ASC 855-10, as it does not relate to conditions that existed at\nDecember 31, 2025, and therefore does not result in any adjustment to the amounts recognized in the consolidated financial statements.\n\n \n\n*Series B Convertible Preferred Stock*\n\n \n\nOn March 24, 2026, the Company filed a\nratification of Certificate of Designation with the Secretary of State of the State\nof Delaware, designating 3,000,000\nshares of its authorized preferred stock, par value $0.0001\nper share, as “Series B Convertible Preferred Stock.” Each\nshare of Series B Preferred Stock carries one vote per share, voting together with the Common Stock as a single class, and is convertible\nat the option of the holder into 100 shares of Common Stock, subject to adjustment and to a Board-determined conversion ratio\n(ranging from 100:1 to 10:1) in the event the Company completes a qualifying public offering of $10,000,000 or more with an\nuplisting to NASDAQ or NYSE. The Series B Preferred Stock has no\nstated dividend or liquidation preference. As of the date of issuance of these consolidated financial statements, 2,371,844\nshares of Series B Preferred Stock have been issued and are outstanding.\n\n \n\n*AIL\nSellers Note*\n\n \n\nThe maturity of the $2,000,000\nseller note loan obligation for the acquisition of AIL was extended to September\n30, 2026.\n\n \n\n*Alchemy Markets (Cayman) Ltd.*\n\n \n\nOn May 19, 2026, the Cayman Islands Monetary Authority\ngranted conditional approval for the transfer to FDCTech, Inc. of 100% of Alchemy Markets (Cayman) Ltd, a non-operating CIMA-licensed\ncompany, which had not yet been completed as of the date these financial statements were available to be issued.\n\n \n\n*Alchemy Markets Ltd. (AML, Malta)*\n\n \n\nOn June 1, 2026, the Malta Financial Services Authority confirmed its no-objection to changing the name of the Company’s\nwholly-owned Maltese subsidiary, Alchemy Markets Ltd, to “Crestmark Trading Ltd,” effective upon issuance of the altered certificate\nby the Malta Business Registry. Neither matter is expected to have a material effect on the Company’s consolidated financial statements.\nBoth are Type II non-recognized subsequent events under ASC 855-10.\n\n \n\n*Restatement and Non-Reliance on Previously\nIssued Financial Statements*\n\n \n\nOn June 3, 2026, the Board of Directors of the Company, after consultation with management and LAO, concluded\n— having determined the nature and magnitude of the errors — that the Company’s previously issued unaudited condensed\nconsolidated financial statements as of and for the three months ended March 31, 2025 (as included in the Quarterly Report on Form 10-Q filed May\n13, 2025 and Amendment No. 1 thereto), as of and for the three and six months ended June 30, 2025, as of and for the three and nine months\nended September 30, 2025, and as of and for the three months ended March 31, 2026, as well as the audited consolidated financial statements\nas of and for the fiscal year ended December 31, 2024 and the audited consolidated financial statements as of and for the fiscal year\nended December 31, 2025 (as included in the Annual Report on Form 10-K filed April 17, 2026 and Amendment No. 1 thereto), should no longer\nbe relied upon.\nThe 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\npreviously dismissed independent registered public accounting firm of such non-reliance pursuant to Item 4.02(c). The Company is concurrently filing Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended\nDecember 31, 2024, Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and Amendments to its\nquarterly reports for the periods listed above, to restate the affected financial statements in accordance with ASC 250-10.\n\n \n\nThe Company has evaluated subsequent\nevents through the filing of this Form 10-K and determined that no other events would require adjustments to our disclosures in the consolidated\nfinancial statements.\n\n \n\nF-52"}