Fdctech, Inc 10-K/A for FY2025

Fdctech, Inc. (FDCT)

10-K/A 2026-04-22 For: 2025-12-31

Added on April 22, 2026

About this 10-K/A

Fdctech, Inc filed this 10-K/A on April 22, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $34.96M; up 29.7% from $26.94M a year earlier
Net income: $5.78M; compared with a net loss of $18.78K a year earlier
Diluted EPS: $0.01; compared with $0.00 a year earlier

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DELAWARE DE		81-1265459
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

200 Spectrum Center Drive, Suite 300, Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☒

PART I.
ITEM 1	BUSINESS	4
ITEM 1A.	RISK FACTORS	15
ITEM 1B.	UNRESOLVED STAFF COMMENTS	15
ITEM 1C.	CYBERSECURITY	15
ITEM 2	OPERATING LEASES	16
ITEM 3	LEGAL PROCEEDINGS	18
ITEM 4	MINE SAFETY DISCLOSURES	18
PART II.
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	19
ITEM 6.	SELECTED FINANCIAL DATA	21
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	29
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29
ITEM 9A.	CONTROLS AND PROCEDURES	30
ITEM 9B.	OTHER INFORMATION	32
PART III.
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	33
ITEM 11.	EXECUTIVE COMPENSATION	36
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	40
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	43
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	44
PART IV.
ITEM 15.	FINANCIAL STATEMENT SCHEDULES	46
ITEM 16.	EXHIBITS	46
	SIGNATURES	47

Subsidiary	Ownership	Jurisdiction	Primary Business	Markets	Technology
AD Advisory Services Ltd. (ADS)	51.00%	Australia	Wealth Management	Australia	Third-party software
Alchemy Markets Ltd. (AML)	100.00%	Malta	FX, CFDs, Stocks, Bonds	Europe (excl the United Kingdom)	Condor Trading & Third-party
Alchemy Prime Ltd. (APL)	100.00%	United Kingdom	FX, CFDs	United Kingdom	Condor Trading & Third-party
Alchemytech Ltd. (ATECH)	100.00%	Cyprus	Technology Services	Europe	Condor Trading
Alchemy International Ltd. (AIL)	100.00%	Seychelles	FX, CFDs	Asia	Condor Trading & Third-party
Xoala Asia (XOA)	100.00%	Mauritius	Payment Intermediary Services	Asia	Third-party
Prime Intermarket Group Eurasia (PIG)	100.00%	Mauritius	FX, CFDs	Asia	Condor Trading & Third-party

	●	global payment networks, digital wallets, and remittance providers such as PayPal, Wise, Western Union, MoneyGram, Visa, Mastercard, and others, which industry research identifies as major players in cross-border payments⁽¹³⁾;

	●	regional payment processors, merchant acquirers, and gateway providers that serve e-commerce, retail, and small-business customers in key markets; and

	●	emerging fintech and blockchain-based payment solutions that aim to reduce friction and cost in cross-border transactions.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

	●	proprietary multi-asset trading technology;

	●	regulated brokerage and wealth management licenses in key jurisdictions;

	●	institutional liquidity and dealing capabilities; and

	●	emerging digital payment and funding rails.

	●	reducing the upfront capital expenditures and implementation risk for launching a brokerage or prop firm;

	●	shortening the timeline from concept to live trading;

	●	providing access to institutional-grade spreads and liquidity;

	●	embedding risk management and regulatory-compliant reporting into the platform from day one; and

	●	offering optional consulting, project management, and integration support for non-technology founders.

	●	licensing of Condor trading and risk systems;

	●	custom software development for clients with unique requirements; and

	●	consulting services to design and implement end-to-end brokerage workflows.

	●	replacing or complementing legacy trading and risk systems with modern, multi-asset platforms;

	●	consolidating multiple technology and liquidity vendors into a more integrated solution;

	●	offering back-office and risk tools that support regulatory reporting and client money controls; and

	●	allowing management teams to focus on distribution and customer relationships while we support underlying technology and infrastructure.

	●	offer “regulatory umbrella” arrangements where certain activities can be conducted under our licensed entities (subject to local law and regulator approval);

	●	use EU, UK, and other licenses to support cross-border offerings where permissible; and

	●	provide guidance, via our internal expertise and external advisors, on structuring businesses to meet local regulatory requirements.

	●	faster onboarding and funding of client accounts through payment gateways and merchant acquisition;

	●	cross-border remittance capabilities to move funds between clients, brokers and liquidity providers; and

	●	improved reconciliation and reporting for brokerage and wealth management flows.

	●	expand our regulatory footprint (for example, electronic money institutions and additional securities dealer licenses);

	●	add complementary capabilities (such as market making, digital wallets, or prop trading communities) that can be integrated into our technology and payments stack;

	●	grow our revenue base and user count; and

	●	capture potential “valuation arbitrage” between private acquisition multiples and public trading multiples for comparable businesses.

	●	provide differentiated solutions to existing and aspiring brokerages;

	●	deepen relationships with entrepreneurs and institutional partners;

	●	improve outcomes for traders and wealth clients; and

	●	enhance long-term shareholder value.

	●	facilitate payment transactions between payers and recipients, including initiation, processing, and settlement;

	●	provide secure payment-gateway services for online and mobile card transactions;

	●	acquire merchants and enable acceptance and processing across retail, e-commerce, and other channels;

	●	facilitate cross-border payments and remittances for businesses and individuals; and

	●	process credit and debit card payments, managing the full transaction lifecycle from authorization through settlement.

		Title of each class
		Common Stock, par value $0.0001

	●	Threat identification and assessment. We conduct periodic assessments of our information systems to identify vulnerabilities, evaluate potential cybersecurity threats, and prioritize remediation efforts based on risk severity. These assessments incorporate threat intelligence from industry sources and regulatory guidance issued by the financial authorities that govern our subsidiaries, including the Malta Financial Services Authority (MFSA) and the UK Financial Conduct Authority (FCA).

	●	Technical safeguards. We employ a combination of industry-standard security technologies including network access controls, data encryption, multi-factor authentication, intrusion detection systems, and endpoint protection tools across our global operations.

	●	Incident response. We maintain written incident response procedures that establish protocols for detecting, containing, and remediating cybersecurity incidents, including escalation procedures to senior management and, where applicable, regulatory notification obligations.

	●	Employee training. We provide cybersecurity awareness training to employees and contractors with access to our information systems, with emphasis on phishing, social engineering, and data handling practices.

	●	Third-party risk management. We rely on certain third-party service providers for technology infrastructure, cloud computing, and payment processing. We assess the cybersecurity practices of material vendors as part of our onboarding and ongoing monitoring processes; however, we cannot guarantee that third parties will maintain adequate safeguards at all times.

	●	Integration with enterprise risk management. Cybersecurity risk is considered as part of the Company’s overall enterprise risk management process. Material cybersecurity risks are reported to senior management and escalated to the Board of Directors as warranted.

Fiscal	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	High		Low		High		Low		High		Low		High		Low
2025	$	0.160	$	0.0011	$	0.0623	$	0.017	$	0.115	$	0.035	$	0.080	$	0.001
2024	$	0.035	$	0.0106	$	0.0274	$	0.001	$	0.014	$	0.000	$	0.010	$	0.000

	1.	To amend our certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000 (the “Authorized Share Increase”),

	2.	Authorize our Board of Directors to amend our articles of incorporation by June 30, 2024, to execute a Reverse Stock Split of all outstanding common stock shares in a ratio between 1 for 10 and 1 for 50, as determined by the Board.

	3.	To approve the Company’s 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”).

	Year Ended Dec 31, 2025 (Audited)			Year Ended Dec 31, 2024 (Restated, Audited)			Change ($)			Change (%)
REVENUES
Technology & software	$	5,099,187		$	1,642,130		$	3,457,057		$	210.52	%
Wealth management		6,430,897			6,498,404			(67,507	)		-1.04	%
Brokerage		23,429,315			18,803,184			4,626,131			24.60	%
Total revenues	$	34,959,399		$	26,943,718		$	8,015,681		$	29.75	%
COST OF SALES
Technology & software	$	-		$	173,708		$	(173,708	)	$	—
Wealth management		5,755,675			5,925,652			(169,977	)		-2.87	%
Brokerage		10,059,683			8,802,990			1,256,693			14.28	%
Total cost of sales		15,815,358			14,902,350			913,008			6.13	%
Gross profit		19,144,041			12,041,368			7,102,673			58.99	%
Gross margin %		54.80	%		44.70	%		10.10	%		—
OPERATING EXPENSES
General and administrative	$	11,575,393		$	11,290,165		$	285,228		$	2.53	%
Sales and marketing		1,336,685			1,466,616			(129,931	)		-8.86	%
Depreciation		178,754			186,350			(7,596	)		-4.08	%
Total operating expenses	$	13,090,832		$	12,943,131		$	147,701		$	1.14	%
Operating income (loss)	$	6,053,209		$	(901,763	)	$	6,954,972		$	—
Operating margin %		17.30	%		-3.35	%		—			—
OTHER INCOME (EXPENSE)
Other interest income (expense)	$	16,157		$	(638,483	)	$	654,640		$	—
Other income (expense)		(254,754	)		1,510,507			(1,765,261	)		—
Total other income (expense)	$	(238,597	)	$	872,024		$	(1,110,621	)	$	—
Income (loss) before income taxes	$	5,814,612		$	(29,739	)	$	5,844,351		$	—
Provision for income taxes		-			-			-			—
Net income (loss)	$	5,814,612		$	(29,739	)	$	5,844,351		$	—	%
Net income (loss) attributable to FDCTech shareholders	$	5,783,223		$	(18,781	)	$	5,802,004		$	—	%
EPS — basic and diluted		0.01			0.00			—			—
Weighted avg shares outstanding		423,084,729			390,377,880			—			—

	Year Ended Dec 31, 2025 (Audited)			Year Ended Dec 31, 2024 (Restated, Audited)
Net cash used in operating activities	$	(40,984,998	)		(13,621,417	)
Net cash provided by investing activities		2,069,328			444,732
Net cash provided by financing activities		31,208,462			7,237,181
Net increase (decrease) in cash	$	(7,707,208	)		(5,939,504	)
Cash at beginning of period		25,376,957			31,316,461
Cash at end of period	$	17,669,749			25,376,957

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	(3)	provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

	●	Segregation of Duties. The Company lacks sufficient accounting personnel to achieve adequate segregation of duties across key financial reporting processes, including journal entry preparation and review, account reconciliation, and financial statement close procedures. This limitation increases the risk that errors or irregularities could occur without timely detection.

	●	Written Policies and Procedures. The Company does not have sufficient written accounting policies and procedures covering all significant areas of financial reporting, including information technology controls, period-end close, revenue recognition, and financial statement disclosure processes.

	●	Accounting Personnel and U.S. GAAP Expertise. The Company has limited accounting and financial reporting staff with sufficient depth of knowledge in U.S. GAAP as applied to multi-jurisdictional, multi-currency consolidations. This increases reliance on external consultants and the risk of misapplication of accounting standards.

	●	Related Party Transaction Controls. Given the significant volume and dollar amount of related party transactions and balances (including related party receivables of $37,477,356 and related party advances of $29,197,470 as of December 31, 2025), the Company’s controls over the identification, authorization, valuation, and disclosure of related party transactions require strengthening to provide adequate assurance that all such transactions are properly recorded and disclosed.

	●	Engaged LAO Professionals as the Company’s new independent registered public accounting firm, replacing the former auditor that had been designated a Prohibited Service Provider, and conducted a reaudit of the fiscal year 2024 financial statements to restore the reliability of the Company’s historical financial reporting.

	●	Increased reliance on qualified external accounting consultants to support the period-end close and financial reporting process, including technical U.S. GAAP research and multi-jurisdictional consolidation review.

	●	Continued to identify and formalize certain accounting policies and procedures, with a focus on revenue recognition, related party transaction controls, and foreign currency translation.

	●	Engaged outside legal and compliance counsel to support regulatory filings and disclosure review processes across the Company’s multiple licensed subsidiaries.

	●	Expanding the Company’s internal accounting team by recruiting qualified accounting professionals with U.S. GAAP and SEC reporting experience, with the goal of improving segregation of duties and reducing reliance on external consultants for routine functions.

	●	Developing and implementing a comprehensive accounting policies and procedures manual covering all significant financial reporting areas, including IT general controls, account reconciliation, and management review controls.

	●	Implementing enhanced controls and documentation requirements for related party transactions, including periodic board-level review and approval of significant related party balances.

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

	●	Auditor Transition. As described in Item 9 of this Annual Report, the Company dismissed Olayinka Oyebola & Co. and engaged LAO Professionals as its new independent registered public accounting firm in April 2025. The engagement of a new PCAOB-registered auditor and the associated reaudit of the fiscal year 2024 financial statements represented a material change in the Company’s financial reporting oversight environment during fiscal year 2025.

	●	Remediation Initiatives. As described above under “Remediation Efforts,” the Company initiated and continued to implement remediation measures during fiscal year 2025, including expanded use of external accounting consultants, enhanced review procedures for the period-end close, and improvements to related party transaction documentation and approval processes. These steps represent ongoing changes intended to strengthen the Company’s internal control environment.

Name	Age	Position
Mitch Eaglstein	42	President/CEO/Director
Imran Firoz	53	CFO/Secretary/Director
Brian Platt	46	CTO
Jonathan Baumgart	42	Director
Gope S. Kundnani	68	Director

Name and Principal Position	Year	Salary⁽³⁾ ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Mitch Eaglstein, CEO ⁽¹⁾	2025		180,000		-0-		-0-		-0-		-0-		-0-		-0-		180,000
	2024		180,000		-0-		211,500		-0-		-0-		-0-		-0-		391,500
Imran Firoz, CFO ⁽²⁾	2025		180,000		-0-		-0-		-0-		-0-		-0-		-0-		180,000
	2024		180,000		-0-		211,500		-0-		-0-		-0-		-0-		391,500
Brian Platt, CTO ⁽³⁾	2025		82,500		-0-		-0-		-0-		-0-		-0-		-0-		82,500
	2024		60,000		-0-		-0-		-0-		-0-		-0-		-0-		60,000

Name and Address⁽¹⁾	Title of Class		Number of Shares Beneficially Owned		Percent of Class
Mitch Eaglstein		Common		20,818,105		4.92	%
Imran Firoz		Common		24,310,000		5.75	%
Brian Platt		Common		1,000,000		*	%
Jonathan Baumgart		Common		645,000		*	%
Gope S. Kundnani ⁽²⁾		Common		180,000,000		42.54	%
Robert J. Winters ⁽³⁾		Common		30,500,000		7.10	%
FRH Group Corporation ⁽⁴⁾		Common		26,372,413		6.23	%
Officers and Directors as a group (4 persons)		Common		226,773,105		53.60	%

Name and Address⁽¹⁾	Title of Class ⁽⁴⁾	Number of Shares Beneficially Owned		Percent of Class
Mitchell M. Eaglstein	Series A Preferred		500,000		11.11	%
Gope S. Kundnani ⁽⁵⁾	Series A Preferred		4,000,000		88.89	%
Officers and Directors as a group (2 persons)	Series A Preferred		4,500,000		100.00	%

Name and Address⁽¹⁾	Title of Class ⁽⁶⁾	Number of Shares Beneficially Owned		Percent of Class
APSI Holdings Limited ⁽¹⁾	Series B Preferred		1,800,000		75.90	%
Mitchell M. Eaglstein, CEO, Director	Series B Preferred		191,844		8.09	%
Imran Firoz, CFO, Director	Series B Preferred		150,000		6.32	%
FRH Group Corporation ⁽²⁾	Series B Preferred		150,000		6.32	%
Gope S. Kundnani ⁽¹⁾, Director	Series B Preferred		50,000		2.11	%
William B. Barnett ⁽³⁾	Series B Preferred		10,000		0.42	%
Susan E. Eaglstein ⁽⁴⁾	Series B Preferred		10,000		0.42	%
Nicky G. Kundnani ⁽⁵⁾	Series B Preferred		10,000		0.42	%
Officers and Directors as a group (3 persons)	Series B Preferred		2,291,844		96.63	%

	Pages

Report of Independent Registered Public Accounting Firm (PCAOB: ID 7057)	F-2

Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024	F-4

Consolidated Statements of Operations for the fiscal year ended December 31, 2025 and December 31, 2024	F-5

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and December 31, 2024	F-6

Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2025 and December 31, 2024	F-7

Notes to the Consolidated Financial Statements	F-8

		FDCTECH, INC.

Date:	April 22, 2026	/s/ Mitchell Eaglstein
		Mitchell Eaglstein, President and CEO (Principal Executive Officer)

SIGNATURE	TITLE	DATE

/s/ Mitchell Eaglstein	President, Chief Executive Officer (Principal Executive Officer)	April 22, 2026
Mitchell Eaglstein

/s/ Imran Firoz	Chief Financial Officer (Principal Financial and Accounting Officer)	April 22, 2026
Imran Firoz

●	Evaluated the design and tested the operating effectiveness of certain internal controls related to the processing and recording of revenue, including general IT controls and IT application controls.
●	Involved IT professionals with specialized skills and knowledge who assisted in the identification and testing of certain IT systems, including the design of audit procedures, used by the Company for the processing and recording of revenue.
●	Recalculated the recorded revenue for a sample of transactions by comparing the amounts recognized for consistency with the Company’s accounting policies and underlying documentation, including contracts with customers and other relevant and reliable third-party data.
●	Confirmed key contract terms with clients for a selection of contracts.
●	We challenged the management about the data integrity and performed a walk-through of the trading platform.
●	We evaluated the sufficiency of the audit evidence obtained by assessing the results of the procedures performed over revenue.

●	Conducted background checks and reviewed other public research sources for information related to transactions between the Company and its related parties.
●	Obtained agreements between the Company and related parties and reviewed for proper accounting and disclosures
●	Obtained confirmations from the related parties for the account balances.
●	Reviewed transaction details as posted to the accounting software from the bank statement and the Company’s trading platform.

●	We evaluated the design and tested the operating effectiveness of certain internal controls related to the customer funds and customer funds obligations process.
●	We involved IT professionals with specialized skills and knowledge, who assisted in the identification and testing of general IT controls and process-level IT risks, and confirmed the data integrity of the documents provided.
●	Reviewed the data from the trading platform to confirm that intercompany balances were eliminated
●	We obtained confirmation from the clients.
●	Reviewed transaction details as posted to the accounting software from the bank statement and trading activities