8-K - FDCT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Dateof Report: March 4, 2024

(Dateof earliest event reported)

FDCTECH,

INC.

(Exactname of registrant as specified in its charter)

Delaware	000-56338	81-1265459
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS. Employer<br><br> <br>Identification No.)

200Spectrum Center Drive, Suite 300

Irvine,CA 92618

(Addressof principal executive offices, including zip code)

(877)445-6047

(Registrant’stelephone number, including area code)

N/A

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common	FDCT	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM

4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) On March 4, 2024, the board of directors of FDCTech, Inc. (the “Company”) terminated its relationship with its independent registered public accounting firm, Bolko & Company, Boca Raton, Florida (“Bolko”), effective as of March 4, 2024.

Bolko was only retained by the Company for less than a year, and no reports were filed with the SEC. During the period of time that Bolko was the Company’s auditor through March 4, 2024, there were no disagreements with Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Bolko, would have caused Bolko to refer to the matter in its reports on the Company’s financial statements for such periods.

The Company provided Bolko with a copy of the disclosures in the preceding paragraph and requested that Bolko furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Bolko provided a letter dated March 15, 2024, stating its agreement with such statements, which is included as exhibit 16.1 to this Current Report on Form 8-K.

(b) On March 4, 2024, the Company, based on the decision of its board of directors, approved the engagement of Fortune CPA Inc., Orange, California (“Fortune”) to serve as the Company’s independent registered public accounting firm, commencing March 4, 2024.

During the fiscal year ended December 31, 2023, and through the date of the board of directors’ decision, the Company did not consult Fortune concerning the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM

9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description
16.1	Letter from Bolko & Company dated March 15, 2024.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FDCTECH, INC.
March<br> 15, 2024	By:	/s/ Imran Firoz
Date		Imran<br> Firoz
		Chief<br> Financial Officer
		(Principal<br> Executive Officer)

Exhibit16.1

	Bolko & Company
	1825<br> NW Corporate Blvd, 110
	Boca<br> Raton, FL 33431
March<br> 15, 2024
Re:<br> FDCTech, Inc.

Ladies and Gentlemen:

We have read the statements under item 4.01 in Form 8-K dated March 15, 2024, of FDCTech, Inc. (the “Company”) to be filed with the Securities and Exchange Commission, and we agree with such statements therein as related to our firm. We have no basis to agree or disagree with other statements made by the Company in the Form 8-K.

Sincerely,

/s/Bolko & Company

Bolko& Company

CertifiedPublic Accountants

BocaRaton, FL