FDCTECH, INC. 10-K/A

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA All financial statements required by this Item are presented beginning on Page F-20 and are incorporated herein by this reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. (a) Dismissal of Independent Registered Public Accounting Firm On April 3, 2025, the Board of Directors of FDCTech, Inc. (the “Company”) approved the dismissal of Olayinka Oyebola & Co. (“Olayinka”), Lagos, Nigeria (PCAOB Firm ID: 5968), as the Company’s independent registered public accounting firm, effective April 3, 2025. Olayinka was dismissed due to its designation as a Prohibited Service Provider by OTC Markets Group. Olayinka served as the Company’s independent registered public accounting firm from July 2, 2024, to April 3, 2025, and audited the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023, and reviewed the Company’s quarterly reports on Form 10-Q filed during that period. During the fiscal years ended December 31, 2025 and December 31, 2024, and through the date of Olayinka’s dismissal on April 3, 2025: (i) there were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Olayinka, would have caused Olayinka to make reference to the matter in its reports on the Company’s consolidated financial statements for such periods; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Olayinka with a copy of the foregoing disclosures and requested that Olayinka furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether or not Olayinka agreed with such disclosures. Olayinka provided a letter dated April 3, 2025, stating its agreement with such statements. A copy of Olayinka’s letter is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2025, which is incorporated herein by reference. (b) Engagement of a New Independent Registered Public Accounting Firm On April 3, 2025, the Board of Directors approved the engagement of LAO Professionals (PCAOB Firm ID: 7057) as the Company’s new independent registered public accounting firm, effective April 3, 2025. LAO Professionals is a member of the Public Company Accounting Oversight Board (PCAOB) in the United States and has been engaged to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2025, and to reaudit the Company’s consolidated financial statements for the fiscal year ended December 31, 2024. During the fiscal years ended December 31, 2025 and December 31, 2024, and through April 3, 2025, the date of the Board’s decision to engage LAO Professionals: (i) the Company did not consult with LAO Professionals regarding the application of accounting principles to any specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or any financial statements; and (ii) there were no matters that were the subject of a disagreement or a reportable event as described in Items 304(a)(2)(i) and 304(a)(2)(ii) of Regulation S-K. (c) Reaudit of Fiscal Year 2024 Financial Statements As a result of the change in independent registered public accounting firm described above, the Company’s consolidated financial statements for the fiscal year ended December 31, 2024, which were previously audited by Olayinka and included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2025, were reaudited by LAO Professionals in connection with the preparation of this Annual Report. The audit opinion of Olayinka on December 31, 2024, on the consolidated financial statements is no longer valid and should not be relied upon. The reaudit by LAO Professionals resulted in certain reclassifications and adjustments to the previously reported December 31, 2024, consolidated financial statements. The restated December 31, 2024, financial statements, as audited by LAO Professionals, are included in Item 8 of this Annual Report. Investors are directed to Note 4 — Restatement of Previously Issued Financial Statements for a description of the nature and effect of the restatement adjustments. (d) Form 8-K Disclosure The Company disclosed the change in its certifying accountant on a Current Report on Form 8-K filed with the SEC on April 4, 2025, under Item 4.01 (Changes in Registrant’s Certifying Accountant). The Form 8-K, including Exhibit 16.1 (letter from Olayinka Oyebola & Co. dated April 3, 2025), is available on the SEC’s website at www.sec.gov and is incorporated herein by reference. 29