{"url_path":"/sec/fdct/10-k/2026/item-14","section_key":"item-14","section_title":"Item 14 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","accession_number":"0001493152-26-027724","cik":"0001722731","ticker":"FDCT","issuer_name":"FDCTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1722731/0001493152-26-027724-index.html","primary_entity_key":"0001722731","primary_entity_name":"FDCTECH, INC."},"word_count":1044,"has_tables":true,"body_markdown":"**ITEM\n14.**\n**PRINCIPAL\nACCOUNTANT FEES AND SERVICES**\n\n \n\n**Background\n— History of Independent Registered Public Accounting Firms**\n\n \n\nGiven\nthe number of auditor changes the Company has undergone in recent years, the following background is provided for context. Prior to April\n2023, BF Borgers CPA PC served as the Company’s independent registered public accounting firm and audited the Company’s consolidated\nfinancial statements for the fiscal years ended December 31, 2021, and December 31, 2022. In May 2024, the Public Company Accounting\nOversight Board (PCAOB) permanently revoked BF Borgers’ registration and barred its principals following findings of securities\nfraud. No fees were paid to BF Borgers in fiscal years 2025 or 2024; the Company paid $64,800 to BF Borgers in fiscal year 2023 for services\nrelated to the fiscal year ended December 31, 2022, and 2021.\n\n \n\nOn\nApril 18, 2023, the Board of Directors engaged Bolko & Company, Boca Raton, Florida (“Bolko”) as the Company’s\nindependent registered public accounting firm. On March 4, 2024, the Board terminated its relationship with Bolko. The Company retained\nBolko for less than one year and did not file any Annual Reports on Form 10-K with the SEC during that period. There were no disagreements\nwith Bolko on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during\nthe period of engagement. The Company paid $15,000 to Bolko in fiscal year 2023.\n\n \n\nOn\nMarch 4, 2024, the Board engaged Fortune CPA Inc., Orange, California (“FCPA”) as the Company’s independent registered\npublic accounting firm. On July 2, 2024, the Board terminated its relationship with FCPA. The Company retained FCPA for less than one\nyear and did not file any Annual Reports on Form 10-K with the SEC during that period. There were no disagreements with FCPA on any matter\nof accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the period of engagement.\nThe Company paid $75,000 to FCPA in fiscal year 2024.\n\n \n\nOn July\n2, 2024, the Board engaged Olayinka Oyebola & Co. (“Olayinka”), Lagos, Nigeria (PCAOB Firm ID: 5968), as the Company’s\nindependent registered public accounting firm. Olayinka audited the Company’s consolidated financial statements for the fiscal\nyears ended December 31, 2024, and December 31, 2023, and reviewed the Company’s quarterly reports on Form 10-Q filed during the\nperiod of engagement. On April 3, 2025, the Board dismissed Olayinka following its designation as a Prohibited Service Provider by OTC\nMarkets Group. There were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure,\nor auditing scope or procedure during the period of engagement. See Item 9 of this Annual Report for further details regarding the change\nin independent registered public accounting firm.\n\n \n\nOn\nApril 3, 2025, the Board engaged LAO Professionals (PCAOB Firm ID: 7057) as the Company’s independent registered public accounting\nfirm, effective April 3, 2025. LAO Professionals is currently serving as the Company’s independent registered public accounting\nfirm and has audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2025, and reaudited\nthe Company’s consolidated financial statements for the fiscal year ended December 31, 2024. The reaudited fiscal year 2024 financial\nstatements are included in Item 8 of this Annual Report.\n\n \n\n44 \n\n \n\n \n\n**Audit\nFees**\n\n \n\nFor\nthe fiscal year ended December 31, 2025, the Company paid $55,000 to LAO Professionals for audit and quarterly review services, which\ninclude the fiscal year 2025 annual audit, the reaudit of the fiscal year 2024 consolidated financial statements, and the review of interim\nquarterly financial statements. In addition, the Company paid $53,750 to Olayinka Oyebola & Co. in fiscal year 2025, representing\nthe outstanding balance of fees owed for audit and quarterly review services rendered by Olayinka prior to its dismissal on April 3,\n2025, including the completion of the fiscal year 2024 annual audit. Accordingly, total audit fees paid in fiscal year 2025 were $108,750.\n\n \n\nFor\nthe fiscal year ended December 31, 2024, the Company paid $139,750 to Olayinka Oyebola & Co. for the audit of the Company’s\nannual consolidated financial statements for the fiscal years ended December 31, 2025, and December 31, 2024, and for the review of quarterly\nreports on Form 10-Q. The Company also paid $75,000 to Fortune CPA Inc. in fiscal year 2024 for services rendered during the period of\nFCPA’s engagement from March 4, 2024, to July 2, 2024. Accordingly, total audit fees paid in fiscal year 2024 were $214,750.\n\n** **\n\n**Audit-Related\nFees**\n\n \n\nThe\nCompany did not incur any audit-related fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc. in fiscal years\n2025 or 2024 for assurance and related services reasonably related to the performance of the audit or review of the Company’s financial\nstatements, other than those disclosed above under the caption “Audit Fees.”\n\n** **\n\n**Tax\nFees**\n\n \n\nThe\nCompany did not incur any fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc. in fiscal years 2025 or 2024 for\nprofessional services related to tax compliance, tax advice, or tax planning.\n\n** **\n\n**All\nOther Fees**\n\n \n\nThe\nCompany did not incur any other fees from LAO Professionals, Olayinka Oyebola & Co., or Fortune CPA Inc. in fiscal years 2025 or\n2024 for any products or professional services not described under the captions above.\n\n** **\n\n**Board\nof Directors Pre-Approval of Audit and Permissible Non-Audit Services**\n\n \n\nOur\nBoard of Directors is responsible for the appointment, compensation, and oversight of our independent registered public accounting firm.\nOur Board of Directors’ policy is to pre-approve all audit and permitted non-audit services provided by our independent registered\npublic accounting firm prior to the commencement of any such engagement. Pre-approval is generally provided for up to one year and covers\nspecific categories of services and associated fee thresholds.\n\n \n\nFor\nfiscal year 2025, our Board of Directors pre-approved 100% of all services provided by LAO Professionals. All fees described above under\n“Audit Fees” were pre-approved by the Board of Directors in accordance with this policy. Our independent registered public\naccounting firm periodically reports to our Board of Directors regarding the extent of services provided pursuant to the pre-approval\npolicy. Our Board of Directors may also delegate pre-approval authority to one or more of its members, provided that any such pre-approval\ndecision is reported to the full Board at its next scheduled meeting.\n\n \n\n45 \n\n \n\n \n\n**PART\nIV**"}