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
Date
of Report: July 2, 2021
(Date
of earliest event reported)
FDCTECH,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
333-221726 |
|
81-1265459 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(IRS.
Employer
Identification No.) |
200
Spectrum Center Drive, Suite 300
Irvine,
CA 92618
(Address
of principal executive offices, including zip code)
(877)
445-6047
(Registrant’s
telephone number, including area code)
N/A
(Former
name 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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] |
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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 |
| N/A |
|
N/A |
|
N/A |
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 [X]
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) | Dismissal
of Independent Registered Public Accounting Firm |
On
July 2, 2021, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Farber Hass Hurley LLP (“FHH”)
as the Company’s independent registered public accounting firm. The reports of FHH on the Company’s consolidated financial
statements for the fiscal years ended December 31, 2020, and 2019 did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty audit scope or accounting principles.
During
the fiscal years ended December 31, 2020, and 2019, and through March 31, 2021, there have been no “disagreements” (as defined
in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with FHH on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of FHH, would have caused
FHH to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December
31, 2020, and 2019 and through March 31, 2021, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of
Regulation S-K).
The
Company provided FHH with a copy of the disclosures in the preceding paragraph and requested in writing that FHH furnish the Company
with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. A copy of
the letter provided by FHH is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| b) | Newly
Engaged Independent Registered Public Accounting Firm |
On
July 2, 2021, the Company appointed BF Borgers CPA PC (“BFB”) as the Company’s new independent registered public accounting
firm, effective immediately, to perform independent audit services for the fiscal year ending December 31, 2021. During the fiscal years
ended December 31, 2020, and 2019 and through March 31, 2021, neither the Company, nor anyone on its behalf, consulted BFB regarding
either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion
that might be rendered concerning the consolidated financial statements of the Company, and no written report or oral advice was provided
to the Company by BFB that was an important factor considered by the Company in deciding as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
| ITEM
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
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
8, 2021 |
By: |
/s/
Imran Firoz |
| Date |
|
Imran
Firoz |
| |
|
Chief
Financial Officer |
| |
|
(Principal
Executive Officer) |
