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: August 15, 2022

(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 7.01	Regulation FD Disclosure.

On August 16, 2022, the Company issued a press release regarding its Form 10-Q for the quarterly period ended June 30, 2022, and its business outlook. Copies of the financial statements and press release are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference.

Information in this report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 9.01	Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br> Number	Description
99.1	Form 10-Q for the Quarterly Period Ended June 30, 2022.
99.2	Press release dated as of August 16, 2022.
104	Cover 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,<br> INC.
August<br> 15, 2022	By:	/s/ Imran Firoz
Date		Imran<br> Firoz
		Chief<br> Financial Officer
		(Principal<br> Executive Officer)

Exhibit 99.1

To view Form 10-Q for the Quarterly Period Ended June 30, 2022, on Company’s website, click here or https://fdctech.com/filings.html. You may access Form 10-Q directly on SEC.gov.

Exhibit 99.2

FDCTech’s Quarterly Release for the Second Quarter (FY22 Q2) Results

The increase in revenue by 1,985% with the continuedsuccessful integration of the wealth management business. The Company to seek more strategic acquisition targets in the next half of 2022.

Irvine, CA: August 16, 2022, FDCTech, Inc. (“FDC” or the “Company,” OTCQB: FDCT), a fintech-driven company specializing in buying and integrating small to mid-size legacy financial services companies, today announced the following results for the quarter ended June 30, 2022, as compared to the corresponding period of last fiscal year:

●	The revenues generated<br> for the six months ended June 30, 2022, and 2021 were $3,066,971 and $147,078, respectively.
●	During the six months ended<br> June 30, 2022, and 2021, the Company incurred a net loss of $748,918 and $487,542.
●	The net loss as a percentage of revenue decreased from 331.49% to<br> 24.42% for the six months ended June 30, 2022 compared to June 30, 2021.
●	The cash on hand was $134,888<br> as of June 30, 2022, compared to $93,546 on December 31, 2021.
●	On June 30, 2022, the total<br> stockholders’ equity was $1,149,816 compared with a total stockholders’ equity of $1,625,448 on December 31, 2021.

Outlook on Company’s Subsidiary – ADAdvisory Services Pty Ltd. ^(1)^

AD Advisory Services Pty Ltd. (ADS) is an Australian-regulated wealth management company with 20 offices, 28 advisors, and $530+ million in funds under advice. ADS offers different licensing, compliance, and education solutions to financial planners to meet the specific needs of their practice. ADS fiscal year ended on June 30, 2022. ADS filed its audited financial statements ^(2)^ under Australian Accounting Standards as required by the regulators.

Financial Condition

Balance Sheet (Audited)	June 30, 2022
Total assets	$	213,796		183,400
Total liabilities		244,196		213,939
Stockholder’s equity		(30,400	)	(30,539	)

Operating Summary

Operating Data (Audited)	Fiscal Year Ended June 30, 2022
Revenue	$	8,279,083	7,948,412
Cost of sales		7,472,764	7,185,629
Gross		806,319	762,783
Operating expenses		806,179	760,227
Net income	$	139	2,555
^(1)^	Due to rounding, numbers presented throughout this<br> press release and other documents in our financial statements may not add up precisely to the totals provided and percentages may not<br> precisely reflect the absolute figures.
---	---
^(2)^	Consolidated in the Company financial statements in AUD.

Please visit our SEC filings or Company’swebsite for more information on the full results and management’s plan.

AD Advisory Services Pty Ltd.

AD Advisory Services Pty Ltd. – AFSL No. 237058, an independent specialist dealer group, provides licensing solutions for select education and compliance-focused financial advisors & accountants. ADS has a dedicated management team are qualified financial planners that service metro and regional practices around Australia.

FDCTech, Inc.

FDCTech, Inc. (“FDC”) is a US-based, fully integrated financial technology company. FDC specializes in buying and integrating small to mid-size legacy financial services companies. FDC develops and delivers a full suite of technology infrastructure solutions to forex, crypto, wealth management, and other future-proof financial sectors.

Press Release Disclaimer

This press release’s statements may be forward-looking statements or future expectations based on currently available information. Such statements are naturally subject to risks and uncertainties. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third party. Therefore, in no case whatsoever will Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and/or statements in this press release or any related damages.

Contact Media Relations

FDCTech, Inc.

info@fdctech.com

www.fdctech.com

+1 877-445-6047

200 Spectrum Center Drive, Suite 300,

Irvine, CA, 92618