RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Changes and Error Corrections [Abstract]

SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Cash and cash equivalents		$	17,669,749				-				17,669,749				(5,813,888	)			11,855,861
Restricted cash — client funds (segregated)			-				-				-				5,813,888				5,813,888
Right of use asset (ROU)		$	530,348				-				530,348				280,690				811,038
Total assets		$	63,771,196				-				63,771,196				280,690				64,051,886
Operating lease liability, current			501,348				-				501,348				(335,656	)			165,692
Operating lease liability, non-current			29,112				-				29,112				335,543				364,655
Total liabilities		$	41,360,599				-				41,360,599				(1	)			41,360,598
Accumulated deficit			3,120,795				-				3,120,795				280,692				3,401,487
Total liabilities and stockholders’ equity (deficit)		$	63,771,196				-				63,771,196				280,690				64,051,886

December 31, 2024

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Cash and cash equivalents		$	25,376,957				-				25,376,957				(11,526,789	)			13,850,168
Restricted cash — client funds (segregated)			-				-				-				11,526,789				11,526,789
Right of use asset (ROU)		$	711,928				-				711,928				266,326				978,254
Total assets		$	33,502,601				-				33,502,601				266,326				33,768,927
Operating lease liability, current			319,656				-				319,656				(138,076	)			181,580
Operating lease liability, non-current			392,272				-				392,272				138,076				530,348
Total liabilities and stockholders’ equity		$	33,502,601				-				33,502,601				266,326				33,768,927

Note: The label “Customer funds” was renamed to “Client funds payable” in Amendment No. 2; no dollar change.

NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

B. CONSOLIDATED STATEMENT OF OPERATIONS

The Adjustment (Amendment No. 1) did not change any previously reported amount in the Consolidated Statement of Operations through net income (loss) attributable to FDCTech, Inc.’s shareholders, or basic and diluted earnings per share. The Restatement (Amendment No. 2) corrects the calculation of the parent company operating lease under ASC 842, reducing rental expense within general and administrative expense by $14,365, and reclassifies amounts between other interest income (expense) ($(122,246)) and other income (expense) ($122,247), increasing net income (loss) by $14,366 with no change to basic and diluted earnings per share of $0.01.

Year Ended December 31, 2025

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Revenue			34,959,399				-				34,959,399				-				34,959,399
Cost of sales			15,815,358				-				15,815,358				-				15,815,358
Gross Profit			19,144,041				-				19,144,041				-				19,144,041
Total operating expenses			13,090,832				-				13,090,832				(14,365	)			13,076,467
Other interest income (expense)			16,157				-				16,157				(122,246	)			(106,089	)
Other income (expense)			(254,754	)			-				(254,754	)			122,247				(132,507	)
Net income (loss)			5,814,612				-				5,814,612				14,366				5,828,978
Net income (loss) per common share			0.01				-				0.01				-				0.01

Year Ended December 31, 2024

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Revenue			26,943,718				-				26,943,718				-				26,943,718
Cost of sales			14,902,350				-				14,902,350				-				14,902,350
Gross Profit			12,041,368				-				12,041,368				-				12,041,368
Total operating expenses			12,943,131				-				12,943,131				(266,324	)			12,676,807
Total other income (expense)			872,025				-				872,025				-				872,025
Net income (loss)			(29,739	)			-				(29,739	)			266,325				236,586
Net income (loss) per common share			(0.00	)			-				(0.00	)			-				0.00

Refer to Note 14. Comprehensive Income for the comprehensive income (loss) presentation was added in Amendment No. 1.

NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

C. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Year Ended December 31, 2025

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Operating Activities:
Net income (loss)			5,814,612				-				5,814,612				14,366				5,828,978
Change in foreign currency translation			(313,484	)			699,749				386,265				(17,227	)			369,038
Total comprehensive income (loss)			5,501,128				699,749				6,200,877				(2,861	)			6,198,016
Comprehensive income (loss) attributable to NCI			(9,254	)			26,444				17,190				22,622				39,812
Comprehensive income (loss) attributable to FDCTech stockholders			5,510,382				673,305				6,183,687				(25,483	)			6,158,204

Year Ended December 31, 2024

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Operating Activities:
Net income (loss)			(29,739	)			-				(29,739	)			266,325				236,586
Change in foreign currency translation			72,781				(370,790	)			(298,009	)			-				(298,009	)
Total comprehensive income (loss)			43,042				(370,790	)			(327,748	)			266,325				(61,423	)
Comprehensive income (loss) attributable to NCI			(43,178	)			65,628				22,450				(22,408	)			43
Comprehensive income (loss) attributable to FDCTech stockholders			86,220				(436,418	)			(350,198	)			288,733				(61,466	)

Note: Only line items affected by the Adjustment (Amendment No. 1) or otherwise relevant for traceability are shown. The Restatement (Amendment No. 2) does not change any subtotal or line item of the Consolidated Statements of Cash Flows; rather, it (i) relabels ‘Cash at beginning/end of the period’ to ‘Cash, cash equivalents, and restricted cash at beginning/end of the period’ to reflect the inclusion of client funds — segregated as restricted cash under ASC 230-10-50-8, and (ii) adds the corresponding reconciliation between the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows in Note 11(d).

D. CONSOLIDATED STATEMENT OF CASH FLOWS

Amendment No. 1 added the presentation of comprehensive income (loss) below net income (loss) on the Consolidated Statements of Operations — a presentation change only. Amounts shown reflect the comprehensive income (loss) disclosure as added; refer to Note 14. Comprehensive Income.

Year Ended December 31, 2025

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Adjustment				As Restated (Amend. No. 2)
Net income (loss)			5,783,223				-				5,783,223				45,755				5,828,978
Common stock issued for services			-				-				-				35,200				35,200
Series B Convertible Preferred stock for services			-				14,100				14,100				-				14,100
Right of use of assets			181,580				-				181,580				(14,364	)			167,216
Net cash provided by (used in) operating activities			(40,999,098	)			14,100				(40,984,998	)			66,590				(40,918,408	)
Acquisition of AIL			-				-				-				8,933,118				8,933,118
Changes in paid-in capital, common control			-				-				-				1,054,389				1,054,389
Net cash used in investing activities			2,069,328				-				2,069,328				9,584,016				11,670,570
Series B Convertible Preferred stock for services			14,100				(14,100	)			-				-				-
Common stock issued at a discount			9,969,735				-				9,969,735				(9,969,735	)			-
Common stock issued for cash			35,200				-				35,200				(35,200	)			-
Capital contribution			546				-				546				(546	)			-
Net cash provided by financing activities			31,208,462				-				31,208,462				(10,036,853	)			21,171,592

Year Ended December 31, 2024

Line Item		As Originally Reported				Adjustment				Amendment No. 1				Restatement Adjustment				As Restated (Amend. No. 2)
Net income (loss)			(18,781	)			-				(18,781	)			255,367				236,586
Less: Net income (loss) attributable to noncontrolling interest			-				-				-				10,958				10,958
Operating lease			672,245				-				672,245				-				672,245
Right of asset use			(672,245	)			-				(672,245	)			(266,326	)			(938,571	)
Net cash provided by (used in) operating activities			(13,621,417	)			-				(13,621,417	)			(10,958	)			(13,632,376	)

F. STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE — CONFIRMATION OF NO IMPACT

The Adjustment (Amendment No. 1) did not change total stockholders’ equity (deficit) or the components of stockholders’ equity. The Restatement (Amendment No. 2) increased the accumulated surplus by $280,692 to $3,401,487 and total FDCTech, Inc. stockholders’ equity to $22,657,965 ($22,691,288 including noncontrolling interest), with no change to basic and diluted earnings per share.

NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

Background for fiscal year ending December 31, 2024

On April 3, 2025, the Company’s Board of Directors dismissed Olayinka Oyebola & Co. (“Olayinka”) as its independent registered public accounting firm, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group. The Company engaged LAO Professionals (PCAOB Firm ID: 7057) as its successor independent auditor, effective on the same date.

As part of the auditor transition, LAO Professionals conducted a reaudit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 (previously audited by Olayinka and filed with the SEC on March 3, 2025). The reaudit identified two adjustments to the previously reported figures. Accordingly, the Company has restated its consolidated balance sheet as of December 31, 2024, and its consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended. Investors should not rely upon the financial statements as presented in the Annual Report on Form 10-K for the year ended December 31, 2024, as originally filed.

The Company has restated its previously issued consolidated financial statements for the year ended December 31, 2024 to correct certain errors. The effects of the restatement on the Consolidated Balance Sheet, Consolidated Statement of Operations, and Consolidated Statement of Cash Flows are presented below.

A. Consolidated Balance Sheet — As of December 31, 2024

		As Originally Reported				Adjustment				As Restated
Assets
Current assets:
Cash and cash equivalents		$	24,781,389			$	(10,931,221	)		$	13,850,168
Restricted cash — client funds (segregated)		$	-			$	11,526,789			$	11,526,789
Accounts receivable, net		$	25,000				-			$	25,000
Subscription receivable		$	8,200,000			$	(8,200,000	)			-
Prepaid – current		$	156,335				-			$	156,335
Related party receivable		$	2,414,825			$	(732,375	)		$	1,682,450
Total current assets		$	35,577,549			$	(8,336,807	)		$	27,240,742
Fixed assets, net		$	185,195				-			$	185,195
Capitalized software, net		$	1,163,309				-			$	1,163,309
Investment through subsidiary		$	36,062				-			$	36,062
Accrued income		$	2,073,193				-			$	2,073,193
Acquired intangible assets		$	1,317,108				-			$	1,317,108
Tax receivable		$	167,907				-			$	167,907
Fair value of trading positions, profit		$	607,157				-			$	607,157
Right of use (lease)		$	711,929				266,325			$	978,254
Total assets		$	41,839,408			$	(8,070,481	)		$	33,768,927

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	229,316				-			$	229,316
Line of credit		$	115,337				-			$	115,337
Accrued expenses, related party		$	519,500				-			$	519,500
Business acquisition loan		$	350,000				-			$	350,000
CARES Act – PPP advance		$	5,661				-			$	5,661
Related party advances		$	1,011,388			$	6,981,452			$	7,992,840
Client funds payable		$	18,600,990			$	(7,074,201	)		$	11,526,789
Operating lease liability, current		$	181,580				-			$	181,580
Other current liabilities		$	5,328,110				-			$	5,328,110
Total current liabilities		$	26,341,882			$	(92,749	)		$	26,249,133
Deferred tax liabilities		$	333,418				-			$	333,418
SBA loan – non-current		$	114,184				-			$	114,184
Operating lease liability, non-current		$	530,348				-			$	530,348
Accrued interest – non-current		$	70,493				-			$	70,493
Total liabilities		$	27,390,325			$	(92,749	)		$	27,297,576

Stockholders’ Equity (Deficit):
Preferred stock		$	450				-			$	450
Series B Preferred stock		$	236				-			$	236
Preferred stock		$	236				-			$	236
Common stock		$	39,058			$	50			$	39,108
Additional paid-in capital		$	13,679,445			$	(125,789	)		$	13,553,656
Subscription receivable (contra-equity)			-			$	(8,000,000	)		$	(8,000,000	)
Additional paid-in capital, Series B Preferred		$	3,329,964				-			$	3,329,964
Accumulated other comprehensive income (loss)		$	(53,270	)		$	(19,511	)		$	(72,781	)
Accumulated deficit		$	(2,563,620	)		$	167,518			$	(2,396,102	)
Total FDCTech stockholders’ equity		$	14,432,263			$	(7,977,732	)		$	6,454,531
Noncontrolling interest		$	16,820				-			$	16,820
Total liabilities and stockholders’ equity		$	41,839,408			$	(8,070,481	)		$	33,768,927

NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

B. Consolidated Statement of Operations — Year Ended December 31, 2024

		As Originally Reported				Adjustment				As Restated
Revenues:
Technology & software		$	1,642,130				-			$	1,642,130
Wealth management		$	6,498,404				-			$	6,498,404
Brokerage		$	18,803,184				-			$	18,803,184
Total revenue		$	26,943,718				-			$	26,943,718
Cost of sales:
Technology & software		$	173,708				-			$	173,708
Wealth management		$	5,925,652				-			$	5,925,652
Brokerage		$	8,802,990				-			$	8,802,990
Total cost of sales		$	14,902,350				-			$	14,902,350
Gross Profit		$	12,041,368				-			$	12,041,368
Operating expenses:
General and administrative		$	11,191,357			$	(167,516	)		$	11,023,841
Sales and marketing		$	1,466,616				-			$	1,466,616
Depreciation		$	186,350				-			$	186,350
Total operating expenses		$	12,844,323			$	(167,516	)		$	12,676,807
Operating income (loss)		$	(802,955	)		$	167,516			$	(635,439	)
Other income (expense):
Other interest income (expense)		$	(638,483	)			-			$	(638,483	)
Other income (expense)		$	1,510,508				-			$	1,510,508
Total other income (expense)		$	872,025				-			$	872,025
Income (loss) before income taxes		$	69,069			$	167,517			$	236,586
Provision (benefit) for income taxes			-				-				-
Net income (loss)		$	69,069			$	167,517			$	236,586
Less: Net income (loss) attributable to NCI		$	(10,958	)			-			$	(10,958	)
Net income (loss) attributable to FDCTech shareholders		$	80,027			$	167,517			$	247,544

C. Consolidated Statement of Cash Flows — Year Ended December 31, 2024

		As Originally Reported				Adjustment				As Restated
Operating Activities:
Net income (loss)		$	80,027			$	156,559			$	236,586
Adjustments to reconcile net loss to net cash:
Depreciation		$	186,350				-			$	186,350
Common stock issued for services			-			$	54,750			$	54,750
Series B Preferred issued for services		$	792,200				-			$	792,200
Accounts receivable allowance		$	22,382				-			$	22,382
Fixed assets, net		$	(207,973	)			-			$	(207,973	)
Acquired intangible assets		$	(11,615	)			-			$	(11,615	)
Changes in assets and liabilities:
Gross accounts receivable		$	981,618				-			$	981,618
Prepaid		$	246,856				-			$	246,856
Related party receivable		$	(2,414,825	)		$	732,375			$	(1,682,450	)
Accounts payable		$	49,337				-			$	49,337
Other current liabilities		$	4,557,126				-			$	4,557,126
Accrued interest		$	37,431				-			$	37,431
Client funds payable (Customer funds)		$	(11,619,280	)		$	(7,074,201	)		$	(18,693,481	)
Fair value of trading position, net		$	268,101				-			$	268,101
Operating lease		$	672,245				-			$	672,245
Deferred taxes		$	(513,163	)			-			$	(513,163	)
Related party guarantee		$	1,353,170				-			$	1,353,170
Tax receivable by subsidiaries		$	9,299				-			$	9,299
Accrued income		$	(1,037,574	)			-			$	(1,037,574	)
Right of use of assets (lease)		$	(672,245	)			(266,326	)		$	(938,571	)
Accrued expenses, related party		$	(15,000	)			-			$	(15,000	)
Net cash provided (used) in operating activities		$	(7,235,533	)		$	(6,396,843	)		$	(13,632,376	)

Investing Activities:
Capitalized software		$	(75,766	)			-			$	(75,766	)
Effect of exchange rates		$	(278,498	)		$	278,498			$	-
Changes in paid-in capital, common control		$	798,996			$	19,511			$	818,507
Net cash provided (used) by investing activities		$	444,732				298,009			$	742,741
Financing Activities:
Borrowing from (payments to) line of credit		$	54,595				-			$	54,595
Net proceeds from PPP (repayment)		$	(14,991	)			-			$	(14,991	)
Net proceeds from SBA loan (repayment)		$	(8,505	)			-			$	(8,505	)
Related party advances		$	218,049			$	6,981,452			$	7,199,501
Series A Preferred cancellation		$	(200	)			-			$	(200	)
Common stock issued for cash		$	20,000				-			$	20,000
Changes in paid-in capital, shares issued at discount		$	8,900				-			$	8,900
Changes in NCI		$	(22,118	)			-				(22,118	)
Noncontrolling interest income		$	10,958				-			$	10,958
Net cash provided (used) by financing activities		$	255,729			$	6,981,452			$	8,733,622
Effect of exchange rates		$	(278,498	)			(19,511	)			(298,009	)
Net increase (decrease) in cash		$	(6,535,072	)		$	595,568			$	(5,939,504	)
Cash, cash equivalents, and restricted cash at beginning of the period		$	31,316,461				-			$	31,316,461
Cash, cash equivalents, and restricted cash at end of the period		$	24,781,389			$	595,568			$	25,376,957

NOTE 4. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

D. Effect of Each Restatement Adjustment

Line item		A: G&A omitted				B: APL client funds				C: Third-party assets				D: RP advances reclass				E: Subscription receivable				F: Intercompany elimination				G: 500K shares 2021				OCI re-translation*				Cash segregation*				Total
Balance Sheet
Cash and cash equivalents		$	(44,058	)		$	(3,500,000	)		$	(3,574,201	)		$	7,713,827				-				-				-				-			$	(11,526,789	)		$	(10,931,221	)
Restricted cash — client funds (segregated)			-				-				-				-				-				-				-							$	11,526,789				11,526,789
Related party receivable			-				-				-				-				-			$	(732,375	)			-				-				-			$	(732,375	)
Subscription receivable (asset)			-				-				-				-			$	(8,200,000	)			-				-				-				-			$	(8,200,000	)
Related party advances (liability)			-				-				-			$	7,713,827				-			$	(732,375	)			-				-				-			$	6,981,452
Customer funds (Client funds payable)			-			$	(3,500,000	)		$	(3,574,201	)			-				-				-				-				-				-			$	(7,074,201	)
Common stock			-				-				-				-				-				-			$	50				-				-			$	50
Additional paid-in capital			-				-				-				-			$	(200,000	)			-			$	54,700			$	19,511				-			$	(125,789	)
Subscription receivable (contra-equity)			-				-				-				-			$	(8,000,000	)			-				-				-				-			$	(8,000,000	)
AOCI (loss)			-				-				-				-				-				-				-			$	(19,511	)			-			$	(19,511	)
Accumulated deficit		$	(44,058	)			-				-				-				-				-			$	(54,750	)			-				-			$	(98,808	)

Income Statement
General and administrative expense		$	44,058				-				-				-				-				-			$	54,750				-				-			$	98,808
Rental expenses adjustment per ASC 842			(266,325	)			-				-				-				-				-				-				-				-			$	(266,325	)
Net income (loss) attributable to shareholders		$	222,268				-				-				-				-				-			$	(54,750	)			-							$	167,518

SCHEDULE OF STATEMENT OF COMPREHENSIVE INCOME

E. Consolidated Statement of Comprehensive Income — Year Ended December 31, 2024

(in U.S. dollars)

Line item		As Originally Reported				Adjustment				As Restated
Net income (loss)		$	69,069			$	167,516			$	236,586
Other comprehensive income (loss):
Foreign currency translation adjustment*		$	53,270			$	(351,279	)		$	(298,009	)
Total comprehensive income (loss)		$	122,339			$	(183,762	)		$	(61,423	)
Less: Comp income (loss) attributable to NCI		$	(43,178	)		$	43,221			$	43
Comprehensive income (loss) attributable to FDCTech shareholders		$	165,517			$	(226,983	)		$	(61,466	)

*

The $(351,279) aggregate adjustment to the OCI — foreign currency translation line and the $(183,762) aggregate adjustment to the Total comprehensive income line reflect the combined effect of corrections made by LAO Professionals to the foreign currency translation of the Company’s foreign subsidiaries. Adjustment H has no effect on consolidated net income, total current assets, total current liabilities, working capital, or cash flows for fiscal 2024.