8-K
FDCTECH, INC. (FDCT)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report: July 2, 2024
(Date of earliest event reported)
FDCTECH, INC.
(Exact name 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.) |
200 Spectrum Center Drive, Suite 300
Irvine, CA 92618
(Address of principal executive offices, includingzip code)
(877) 445-6047
(Registrant’s telephone number, includingarea code)
N/A
(Former name or former address, if changed sincelast 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement 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 of each class | Trading Symbol(s) | Name 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 CERTIFYINGACCOUNTANT
(a) On July 2, 2024, the board of directors of FDCTech, Inc. (the “Company”) terminated its relationship with its independent registered public accounting firm, Fortune CPA Inc., Orange, California (“Fortune”), effective as of July 2, 2024.
Fortune 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 Fortune was the Company’s auditor through July 2, 2024, there were no disagreements with Forutne on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Fortune, would have caused Fortune to refer to the matter in its reports on the Company’s financial statements for such periods.
The Company provided Fortune with a copy of the disclosures in the preceding paragraph and requested that Fortune furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Fortune provided a letter dated July 2, 2024, stating its agreement with such statements, which is included as exhibit 16.1 to this Current Report on Form 8-K.
(b) On July 2, 2024, the Company, based on the decision of its board of directors, approved the engagement of Olayinka Oyebola & Co (“Olayinka”) to serve as the Company’s independent registered public accounting firm, commencing July 2, 2024. Olayinka is a member of Public Company Accounting Oversight Board (PCAOB) in the United States and member of Canadian Public Accountability Board (CPAB) in Canada.
During the fiscal year ended December 31, 2023, and through the date of the board of directors’ decision, the Company did not consult Olayinka 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 Fortune CPA Inc. dated July 2, 2024. |
| 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, INC. | ||
|---|---|---|
| July 3, 2024 | By: | /s/ Imran Firoz |
| Date | Imran Firoz | |
| Chief Financial Officer | ||
| (Principal Executive Officer) |
Exhibit 16.1
| Fortune CAP Inc.<br><br><br><br>333 City Blvd W 3rd Floor<br><br><br><br>Orange, CA 92868<br><br><br><br>(714) 820-3316<br><br><br><br>info@fortunecpa.net |
|---|
July 2, 2024
Re: FDCTech, Inc.
Ladies and Gentlemen:
We have read the statements under item 4.01 in Form 8-K dated July 2, 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/ Fortune CPA Inc.
Fortune CPA Inc.
Certified Public Accountants
Orange, California