{"url_path":"/sec/fdct/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A **","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":1561,"has_tables":true,"body_markdown":"**ITEM\n9A.**\n**CONTROLS\nAND PROCEDURES.**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedures**\n\n \n\nUnder\nthe supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,\nthe “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure\ncontrols and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”), as of December 31, 2025. Based on that evaluation, our Certifying Officers concluded that our disclosure controls and procedures\nwere not effective as of December 31, 2025, due to the material weaknesses in internal control over financial reporting described below.\n\n \n\nDisclosure\ncontrols and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports\nfiled or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s\nrules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information\nrequired to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including\nour Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.\n\n** **\n\n**Management’s\nReport on Internal Control Over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)\nunder the Exchange Act. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the\neffectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management\nused the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —\nIntegrated Framework (2013 Framework).\n\n \n\nOur\ninternal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting\nand the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted\naccounting principles (“GAAP”). Our internal control over financial reporting includes those policies and procedures that:\n\n \n\n \n(1)pertain\nto the maintenance of records that, in reasonable detail, accurately and fairly reflect the\ntransactions and dispositions of the assets of our company;\n\n \n  \n\n \n(2)provide\nreasonable assurance that transactions are recorded as necessary to permit preparation of\nconsolidated financial statements in accordance with GAAP, and that our receipts and expenditures\nare being made only in accordance with authorizations of our management and directors; and\n\n \n  \n\n \n(3)provide\nreasonable assurance regarding the prevention or timely detection of unauthorized acquisition,\nuse, or disposition of our assets that could have a material effect on the consolidated financial\nstatements.\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated\nfinancial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may\nbecome inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n \n\n30 \n\n \n\n \n\n**Identified\nMaterial Weaknesses**\n\n \n\nBased\non management’s assessment, we determined that our internal control over financial reporting was not effective as of December 31,\n2025. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there\nis a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected\non a timely basis. Management identified the following material weaknesses as of December 31, 2025:\n\n \n\n \n●\nSegregation\nof Duties. The Company lacks sufficient accounting personnel to achieve adequate segregation of duties across key financial reporting\nprocesses, including journal entry preparation and review, account reconciliation, and financial statement close procedures. This\nlimitation increases the risk that errors or irregularities could occur without timely detection.\n\n \n \n \n\n \n●\nWritten\nPolicies and Procedures. The Company does not have sufficient written accounting policies and procedures covering all significant\nareas of financial reporting, including information technology controls, period-end close, revenue recognition, and financial statement\ndisclosure processes.\n\n \n \n \n\n \n●\nAccounting\nPersonnel and U.S. GAAP Expertise. The Company has limited accounting and financial reporting staff with sufficient depth of knowledge\nin U.S. GAAP as applied to multi-jurisdictional, multi-currency consolidations. This increases reliance on external consultants and\nthe risk of misapplication of accounting standards.\n\n \n \n \n\n \n●\n\nRelated\nParty Transaction Controls. Given the significant volume and dollar amount of related party\ntransactions and balances (including related party receivables of $40,090,051 and related\nparty advances of $29,197,470 as of December 31, 2025), the Company’s controls over\nthe identification, authorization, valuation, and disclosure of related party transactions\nrequire strengthening to provide adequate assurance that all such transactions are properly\nrecorded and disclosed.\n\n \n\n**Restatement\nof Fiscal Year 2024 Financial Statements**\n\n \n\nAs\ndisclosed in Item 9 of this Annual Report, the Company dismissed Olayinka Oyebola & Co. as its independent registered public accounting\nfirm on April 3, 2025, following Olayinka’s designation as a Prohibited Service Provider by OTC Markets Group, and engaged LAO\nProfessionals (PCAOB Firm ID: 7057) as its new independent auditor. As part of the auditor transition, the Company’s consolidated\nfinancial statements for the fiscal year ended December 31, 2024 were reaudited by LAO Professionals, resulting in certain reclassifications\nand adjustments to the previously reported financial statements. The requirement to reaudit the prior year financial statements is indicative\nof a material weakness in the Company’s internal control environment, as it reflects limitations in the Company’s ability\nto ensure the continued validity and reliability of its previously issued financial statements. This circumstance has been considered\nin management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.\n\n** **\n\n**Remediation\nEfforts**\n\n \n\nManagement\nhas been implementing and continues to implement steps to remediate the material weaknesses identified above. During fiscal year 2025,\nthe Company took the following actions:\n\n \n\n \n●\nEngaged\nLAO Professionals as the Company’s new independent registered public accounting firm, replacing the former auditor that had\nbeen designated a Prohibited Service Provider, and conducted a reaudit of the fiscal year 2024 financial statements to restore the\nreliability of the Company’s historical financial reporting.\n\n \n \n \n\n \n●\nIncreased\nreliance on qualified external accounting consultants to support the period-end close and financial reporting process, including\ntechnical U.S. GAAP research and multi-jurisdictional consolidation review.\n\n \n\n \n\n \n●\nContinued\nto identify and formalize certain accounting policies and procedures, with a focus on revenue recognition, related party transaction\ncontrols, and foreign currency translation.\n\n \n \n \n\n \n●\nEngaged\noutside legal and compliance counsel to support regulatory filings and disclosure review processes across the Company’s multiple\nlicensed subsidiaries.\n\n \n\n31 \n\n \n\n \n\nNotwithstanding\nthe foregoing remediation efforts, as of December 31, 2025, the material weaknesses described above had not been fully remediated. The\nCompany is continuing to take the following additional steps to address outstanding weaknesses:\n\n \n\n \n●\nExpanding\nthe Company’s internal accounting team by recruiting qualified accounting professionals with U.S. GAAP and SEC reporting experience,\nwith the goal of improving segregation of duties and reducing reliance on external consultants for routine functions.\n\n \n \n \n\n \n●\nDeveloping\nand implementing a comprehensive accounting policies and procedures manual covering all significant financial reporting areas, including\nIT general controls, account reconciliation, and management review controls.\n\n \n \n \n\n \n●\nImplementing\nenhanced controls and documentation requirements for related party transactions, including periodic board-level review and approval\nof significant related party balances.\n\n \n \n \n\n \n●\nEvaluating\nthe addition of one or more independent directors with financial reporting expertise to strengthen the oversight function of the\nBoard of Directors.\n\n \n\nThe\nCompany cannot assure that the foregoing remediation measures will be sufficient to fully remediate all of the material weaknesses identified\nabove, or that additional material weaknesses will not be identified in the future. Until fully remediated, the material weaknesses described\nherein create an increased risk that a material misstatement of our consolidated financial statements could occur without being prevented\nor detected on a timely basis.\n\n \n\nThis\nAnnual Report does not include an attestation report of our independent registered public accounting firm regarding internal control\nover financial reporting. We are not required to include such an attestation pursuant to Section 404(b) of the Sarbanes-Oxley Act of\n2002 because we are a non-accelerated filer and an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the\n“JOBS Act”).\n\n** **\n\n**Changes\nin Internal Control Over Financial Reporting**\n\n \n\nDuring\nthe fiscal year ended December 31, 2025, the following changes in our internal control over financial reporting occurred that have materially\naffected, or are reasonably likely to materially affect, our internal control over financial reporting:\n\n \n\n \n●\nAuditor\nTransition. As described in Item 9 of this Annual Report, the Company dismissed Olayinka Oyebola & Co. and engaged LAO Professionals\nas its new independent registered public accounting firm in April 2025. The engagement of a new PCAOB-registered auditor and the\nassociated reaudit of the fiscal year 2024 financial statements represented a material change in the Company’s financial reporting\noversight environment during fiscal year 2025.\n\n \n \n \n\n \n●\nRemediation\nInitiatives. As described above under “Remediation Efforts,” the Company initiated and continued to implement remediation\nmeasures during fiscal year 2025, including expanded use of external accounting consultants, enhanced review procedures for the period-end\nclose, and improvements to related party transaction documentation and approval processes. These steps represent ongoing changes\nintended to strengthen the Company’s internal control environment.\n\n \n\nOther\nthan as described above, there were no changes in our internal control over financial reporting during the fiscal year ended December\n31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}