COMMITMENTS AND CONTINGENCIES	9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8. COMMITMENTS AND CONTINGENCIES *Office Facility and Other Operating Leases* Irvine, California, USA (Company’s Headquarters) Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is 95 per month, compared to the previous rent payment or membership fee for the New York Office of 890 per month, which covers general and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. Brisbane, Australia (ADS Office) Effective January 1, 2024, to the present, the Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is approximately 125 per month and is included as a general and administrative expense. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. Limassol, Cyprus Lease (Company’s Executive Rental) From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s monthly rent payment is 1,750, which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased a larger office space in the Limassol District, Cyprus, from an unrelated party for a one-year term. The office’s monthly rent payment is approximately 3,500, which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased office space for its Chief Executive Officer. The office’s monthly rent payment is 3,500, which is included in the general and administrative expenses. The down payment for the lease was approximately 6,300. The lease is for one year and is renewable two months prior to the term’s end in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842. Limassol, Cyprus Lease, Europe (ATECH Office) Effective August 26, 2024, ATECH has entered into a Sublease Agreement for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the “Sublessee”), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026. The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5% increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of €192,000 over the lease term, payable in monthly installments of €8,000 (or approximately 8,600) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. St. Julian, Malta (AML Office) Effective July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”). The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office is €1,659 per month. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. Tel Aviv, Israel (AML Sales Office) Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and access to conference rooms. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of 4,500 (including VAT). Additionally, an advance deposit of $6,300 was paid as security for the Company’s obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises, provided that it gives prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 – Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability. NOTE 8. COMMITMENTS AND CONTINGENCIES (continued) London, United Kingdom (APL Office) Effective December 20, 2024, APL entered into a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell, London, EC1V BAR. Agop Tanielian and Hourig Mercedes Tanielian hold the lease as landlords, and the Company, through its subsidiary Alchemy Prime Limited, is the tenant. The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent of £112,500 (or 12,000 monthly), payable in quarterly installments. APL is also liable for service charges, insurance, rent, and maintenance responsibilities as specified in the agreement. The lease includes an option to terminate (“Break Clause”) on or after 2026, provided that a four-month written notice is given prior. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements. *Employment Agreement* The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive is paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company will pay its CEO and CFO a monthly compensation of $5,000, with increases each succeeding year, should the agreement be approved annually. Effective October 1, 2020, the Company is expensing $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company is expensing 15,000 monthly to its CEO and CFO. *Accrued Interest* At September 30, 2025, and December 31, 2024, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $45,379 and $70,493, respectively. *Pending Litigation* The Company and its subsidiaries are involved in various legal proceedings arising in the ordinary course of business. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. As of September 30, 2025, the Company’s material legal proceedings include the following: Asher Alkoby, et al. v. FDCTech The Company is defending a claim in the London Circuit Commercial Court (Claim Number LM-2024-000330) on December 9, 2024, brought by former shareholders of Alchemy Markets Ltd. (AML) acquired by the Company in June 2023. The claimants seek approximately 1.02 million under the Share Sale Agreement. The Company has counterclaimed for approximately $915,000 based on alleged breaches of representations and warranties, including undisclosed anti-money laundering deficiencies and misrepresentations regarding net capital. The Company believes it has meritorious defenses and counterclaims. A case management conference is scheduled for November 17, 2025. As of September 30, 2025, the Company cannot reasonably estimate the possible loss, if any, related to this matter and has not recorded an accrual. FDCTech, Inc. v. Intelligenceline.com, et al. The Company filed a complaint in the Superior Court of California, County of Orange, alleging defamation, trade libel, and false light against operators of certain websites that published allegedly false and defamatory statements about the Company. The complaint seeks damages and injunctive relief. As of September 30, 2025, the complaint had not been served. The Company believes the likelihood of loss related to this matter is remote. Alchemy Markets Ltd. FIAU Matters In September 2023, the Financial Intelligence Analysis Unit (FIAU) of Malta imposed an administrative penalty of €419,997 on Alchemy Markets Ltd. (formerly NSFX Limited), a subsidiary of the Company, relating to a 2019 compliance examination conducted before the Company acquired the subsidiary. The subsidiary has challenged this penalty through two proceedings in Malta: (1) an administrative appeal before the Court of Appeal (Inferior Jurisdiction); and (2) a constitutional challenge before the First Hall Civil Court. Both proceedings are in the evidentiary phase. The Company cannot reasonably estimate the possible loss, if any, at this time. The outcome of these proceedings is uncertain and could differ materially from management’s estimates. While the Company believes it has meritorious positions in the above matters, litigation is inherently uncertain, and unfavorable outcomes could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Tax Compliance Matters From its inception to the present, the Company’s officers have been paid as independent contractors. As of September 30, 2025, the Company believes its payroll tax liabilities are not yet estimated. The Company’s federal taxes are acceptable to the Internal Revenue Service.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

NOTE 8. COMMITMENTS AND CONTINGENCIES

Office Facility and Other Operating Leases

Irvine, California, USA (Company’s Headquarters)

Effective October 29, 2019, to the present, the Company leased office space at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. As per the Commitment Term of the lease (“Agreement”), this Agreement shall continue on a month-to-month basis (any term after the Commitment Term, also known as “Renewal Term”). The Commitment Term and all subsequent Renewal Terms shall constitute the “Term.” The Company may terminate this Agreement by delivering to the lessor Form (“Exit Form”) at least one (1) whole calendar month before the month in which the Company intends to terminate this Agreement (“Termination Effective Month”). The Company is entitled to use the office and conference space if needed. The new rent payment or membership fee for the Irvine Office is 95 per month, compared to the previous rent payment or membership fee for the New York Office of 890 per month, which covers general and administrative expenses. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Brisbane, Australia (ADS Office)

Effective January 1, 2024, to the present, the Company has leased office space at Level 38, 71 Eagle Street, Brisbane City, QLD 4000, Australia. This lease will continue on a month-to-month basis. ADS may terminate this Agreement by delivering to the lessor at least one (1) whole calendar month before the month in which ADS intends to terminate the lease. ADS is entitled to use the office and conference space if needed. The new rent payment or membership fee for the ADS Office is approximately 125 per month and is included as a general and administrative expense. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Limassol, Cyprus Lease (Company’s Executive Rental)

From February 2019 to July 2023, the Company leased office space in Limassol District, Cyprus, from an unrelated party for a year. The office’s monthly rent payment is 1,750, which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased a larger office space in the Limassol District, Cyprus, from an unrelated party for a one-year term. The office’s monthly rent payment is approximately 3,500, which is included in the general and administrative expenses. From July 2023 to the present, the Company has leased office space for its Chief Executive Officer. The office’s monthly rent payment is 3,500, which is included in the general and administrative expenses. The down payment for the lease was approximately 6,300. The lease is for one year and is renewable two months prior to the term’s end in June 2025. This agreement is classified as a residential rental contract rather than a commercial lease and does not create a Right-of-Use (ROU) asset under ASC 842.

Limassol, Cyprus Lease, Europe (ATECH Office)

Effective August 26, 2024, ATECH has entered into a Sublease Agreement for office premises located on the ground floor at 10A-10C Eleftheriou Venizelou Street, Limassol, Cyprus. The sublease is between Aldeon Property Partners Ltd (the “Sublessor”) and AlchemyTech Ltd (the “Sublessee”), with FDCTech, Inc. acting as the Guarantor. The leased premises are designated strictly for office use, and any other usage is explicitly prohibited under the terms of the agreement. The lease term is for twenty-four (24) months, commencing on October 1, 2024, and expiring on September 30, 2026. The lease agreement includes an option to extend the tenancy for up to two additional two-year terms. The rent is subject to a 5% increase for each renewal period. Under the agreement, the Sublessee is obligated to pay a total rent of €192,000 over the lease term, payable in monthly installments of €8,000 (or approximately 8,600) plus VAT. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

St. Julian, Malta (AML Office)

Effective July 11, 2024, to the present, AML leased office space with Regus Malta at Portomaso Business Centre, Portomaso, St. Julian, PTM01, Malta. As per the lease, this agreement shall continue on a month-to-month basis (any term after the term, also known as “Renewal Term”). The term and all subsequent renewal terms shall constitute the “Term.” AML may terminate this agreement by delivering to Regus Malta at least one (1) whole calendar month before the month in which AML intends to terminate this lease. AML is entitled to use the office and conference space if needed. The rent payment or membership fee for the AML Office is €1,659 per month. This agreement is classified as a service contract rather than a lease under ASC 842 - Leases, and payments are accounted for as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

Tel Aviv, Israel (AML Sales Office)

Effective July 1, 2023, AML has entered into a service agreement with Mindspace Ltd. for the use of office space and related services at Menachem Begin 11, Ramat Gan, Israel. The agreement provides access to designated office space, common areas, and various business services, including internet connectivity, printing, and access to conference rooms. The agreement operates on a monthly, automatically renewing basis with a total monthly fee of 4,500 (including VAT). Additionally, an advance deposit of $6,300 was paid as security for the Company’s obligations under the agreement. Under the terms of the agreement, Mindspace retains full discretion over space allocation and may relocate the Company to a different office within the premises, provided that it gives prior notice. AML does not have exclusive control over a specific office unit, and Mindspace provides shared services across its facilities. The agreement does not create a lease under ASC 842 – Leases and is accounted for as a service contract. As a result, payments under this agreement are classified as operating expenses rather than recognizing a Right-of-Use (ROU) asset or lease liability.

NOTE 8. COMMITMENTS AND CONTINGENCIES (continued)

London, United Kingdom (APL Office)

Effective December 20, 2024, APL entered into a lease agreement for office space located on the fifth floor at 142 Central Street, Clerkenwell, London, EC1V BAR. Agop Tanielian and Hourig Mercedes Tanielian hold the lease as landlords, and the Company, through its subsidiary Alchemy Prime Limited, is the tenant. The lease has a fixed term of five years, commencing in 2024 and expiring in 2029, with an annual rent of £112,500 (or 12,000 monthly), payable in quarterly installments. APL is also liable for service charges, insurance, rent, and maintenance responsibilities as specified in the agreement. The lease includes an option to terminate (“Break Clause”) on or after 2026, provided that a four-month written notice is given prior. Additionally, the agreement requires APL to restore the premises upon termination, including the removal of any alterations or fixtures made during the lease term. Under ASC 842 - Leases, this agreement qualifies as a lease, and the Company will recognize a Right-of-Use (ROU) asset and corresponding lease liability on its financial statements.

Employment Agreement

The Company gave all salary compensation to key executives as independent contractors, where Eaglstein, Firoz, and Platt commit one hundred percent (100%) of their time to the Company. The Company has not formalized performance bonuses and other incentive plans. Each executive is paid every month at the beginning of the month. From September 2018 to September 30, 2020, the Company will pay its CEO and CFO a monthly compensation of $5,000, with increases each succeeding year, should the agreement be approved annually. Effective October 1, 2020, the Company is expensing $12,000 monthly to its CEO and CFO. Effective January 1, 2023, the Company is expensing 15,000 monthly to its CEO and CFO.

Accrued Interest

At September 30, 2025, and December 31, 2024, the cumulative accrued interest for SBA and other loans defined as an accrued non-current was $45,379 and $70,493, respectively.

Pending Litigation

The Company and its subsidiaries are involved in various legal proceedings arising in the ordinary course of business. The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable.

As of September 30, 2025, the Company’s material legal proceedings include the following:

Asher Alkoby, et al. v. FDCTech

The Company is defending a claim in the London Circuit Commercial Court (Claim Number LM-2024-000330) on December 9, 2024, brought by former shareholders of Alchemy Markets Ltd. (AML) acquired by the Company in June 2023. The claimants seek approximately 1.02 million under the Share Sale Agreement. The Company has counterclaimed for approximately $915,000 based on alleged breaches of representations and warranties, including undisclosed anti-money laundering deficiencies and misrepresentations regarding net capital. The Company believes it has meritorious defenses and counterclaims. A case management conference is scheduled for November 17, 2025. As of September 30, 2025, the Company cannot reasonably estimate the possible loss, if any, related to this matter and has not recorded an accrual.

FDCTech, Inc. v. Intelligenceline.com, et al.

The Company filed a complaint in the Superior Court of California, County of Orange, alleging defamation, trade libel, and false light against operators of certain websites that published allegedly false and defamatory statements about the Company. The complaint seeks damages and injunctive relief. As of September 30, 2025, the complaint had not been served. The Company believes the likelihood of loss related to this matter is remote.

Alchemy Markets Ltd. FIAU Matters

In September 2023, the Financial Intelligence Analysis Unit (FIAU) of Malta imposed an administrative penalty of €419,997 on Alchemy Markets Ltd. (formerly NSFX Limited), a subsidiary of the Company, relating to a 2019 compliance examination conducted before the Company acquired the subsidiary. The subsidiary has challenged this penalty through two proceedings in Malta: (1) an administrative appeal before the Court of Appeal (Inferior Jurisdiction); and (2) a constitutional challenge before the First Hall Civil Court. Both proceedings are in the evidentiary phase.

The Company cannot reasonably estimate the possible loss, if any, at this time. The outcome of these proceedings is uncertain and could differ materially from management’s estimates.

While the Company believes it has meritorious positions in the above matters, litigation is inherently uncertain, and unfavorable outcomes could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Tax Compliance Matters

From its inception to the present, the Company’s officers have been paid as independent contractors. As of September 30, 2025, the Company believes its payroll tax liabilities are not yet estimated. The Company’s federal taxes are acceptable to the Internal Revenue Service.