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 Securities Exchange Act of 1934
Dateof Report: May 10, 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 May 11, 2022, the Company issued a press release regarding its Form 10-Q for the quarterly period ended March 31, 2022, and it’s 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 | F****inancial Statements and Exhibits |
|---|
(d) Exhibits.
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Form 10-Q for the Quarterly Period Ended March 31, 2022. |
| 99.2 | Press release dated as of May 11, 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. | ||
|---|---|---|
| May<br> 11, 2022 | By: | /s/ Imran Firoz |
| Date | Imran<br> Firoz | |
| Chief<br> Financial Officer | ||
| (Principal<br> Executive Officer) |
Exhibit99.1
To view Form 10-Q for the Quarterly Period Ended March 31, 2022, on Company’s website, click here. You may access Form 10-Q directly on SEC.gov.
Exhibit99.2
FDCTech’sQuarterly Release for the First Quarter (FY22 Q2) Results
Theincrease in revenue by 2,294.79% after the successful acquisition of AD Advisory Services Pty Ltd. The Company continues to build onits technology-driven acquisition growth strategy and is confident that the recent market correction may provide opportunities for morestrategic acquisition targets.
Irvine, CA: May 11, 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 March 31, 2022, as compared to the corresponding period of last fiscal year:
| ● | The<br> revenues generated for the three months ended March 31, 2022, and 2021 were $1,541,122 and<br> $64,353, respectively. |
|---|---|
| ● | The<br> increase in revenue by 2,294.79% results from the consolidation of AD Advisory Services Pty<br> Ltd. revenues. |
| --- | --- |
| ● | During<br> the three months ended March 31, 2022, and 2021, the Company incurred a net loss of $389,196<br> and $221,838. |
| --- | --- |
| ● | The<br> cash on hand was $297,643 as of March 31, 2022, compared to $93,546 on December 31, 2021.<br> The increase in cash on hand is mainly due to funds from issuing the promissory note with<br> a face value of $550,000. |
| --- | --- |
| ● | On<br> March 31, 2022, the total stockholders’ equity was $1,515,708 compared with a total<br> stockholders’ equity of $1,625,448 on December 31, 2021. |
| --- | --- |
Outlookon Company’s Subsidiary – AD Advisory Services Pty Ltd.
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.
| Revenue, | 1,473,622 |
| Cost of sales, | 1,314,956 |
| Gross Profit, | 158,666 |
All values are in US Dollars.
| ^(1)^ | Consolidated<br>in the Company financial statements. |
|---|
ADS’ revenues, cost of sales, and gross profits for the three months ended March 31, 2022, were $1,473,622, $1,314,956, and $158,666, respectively. ADS reported a net profit of $30,098.
According to the Adviser Ratings 2022 Financial Advice Landscape Report, the median fees charged to consumers seeking financial advice (Advised Clients) increased from AUD$3,256 to AUD$3,529 a year, representing an 8% percent increase, or 40% over the three years to December 2021. The demand for advice remains steady as 29% of Australians desire professional advice; however, the affordability for consumers seeking professional advice is decreasing. The Company believes that the market timing is right to develop (or acquire), market, and launch a digital wealth management solution to cover investments, retirement, insurance, and estate planning end-to-end solutions.
Updateof NFT Marketplace and Condor Investing & Trading App
The Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading stocks, ETFs, and other financial markets from their mobile phones. The Company expects to test the App with the live field by the end of June 30, 2022 and expects to commercialize the App soon after completing the guaranteed test run.
The Company is developing NFT Marketplace, a decentralized NFT peer-to-peer marketplace on the Ethereum blockchain with an option to add multichain. The Company expects to commercialize the NFT Marketplace by the end of the second quarter of the fiscal year ended December 31, 2022.
Please visit our SEC filings or Company’s website for more information on the full results and management’s plan.
ADAdvisory 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.
PressRelease 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.
ContactMedia Relations
FDCTech, Inc.
info@fdctech.com
www.fdctech.com
+1 877-445-6047
200 Spectrum Center Drive, Suite 300,
Irvine, CA, 92618