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: April 19, 2023

(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 April 18, 2023, the board of directors of FDCTech, Inc.(the “Company”) terminated its relationship with its independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“BF Borgers”), effective as of April 18, 2023.

The reports of BF Borgers on the Company’s financial statements for the two years ended December 31, 2022 and 2021 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to the Company’s ability to continue as a going concern. During the year ended December 31, 2022 and in the subsequent period through March 31, 2023, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference to the matter in its reports on the Company’s financial statements for such periods.

The Company provided BF Borgers with a copy of the disclosures in the preceding paragraph and requested that BF Borgers furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. BF Borgers provided a letter, dated April 19, 2023 stating its agreement with such statements, which is included as exhibit 16.1 to this Current Report on Form 8-K.

(b) On April 18, 2023, the Company, based on the decision of its board of directors, approved the engagement of Bolko & Company, Boca Raton, Florida (“Bolko”) to serve as the Company’s independent registered public accounting firm, commencing April 18, 2023.

During the fiscal year ended December 31, 2022, and through the date of the board of directors’ decision, the Company did not consult Bolko with respect to 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 BF Borgers, CPA PC dated April 19, 2023.
104	Cover<br>Page Interactive Data File (embedded within the Inline XBRL document)

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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.
April<br> 19, 2023	By:	/s/ Imran Firoz
Date		Imran<br> Firoz
		Chief<br> Financial Officer
		(Principal<br> Executive Officer)

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Exhibit16.1

5400<br> W Cedar
Ave<br> Lakewood,
CO<br> 80226

April 19, 2023

Re: FDCTech, Inc.

Ladies and

Gentleman:

We have read the statements under item 4.01 in the Form 8-K dated April 19, 2023, 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, and therefore, do not agree or disagree with the other statements made by the Company in the Form 8-K.

Sincerely,

BFBorgers CPA PC

CertifiedPublic

AccountantsLakewood,