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May 2, 2023
Mitchell Eaglstein
Chief Executive Officer
FDCTech Inc.
200 Spectrum Drive, Suite 300
Irvine, CA 92618
Re:FDCTech Inc.
Form 10-K for the Year Ended December 31, 2022
Filed April 17, 2023
File No. 000-56338
Dear Mitchell Eaglstein:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Item 9A. Controls and Procedures, page 15
1.Please amend your filing to include management's annual report on internal control over
financial reporting.  Refer to Item 308(a) of Regulation S-K.
Evaluation of Disclosure Controls and Procedures, page 15
2.Your conclusion on the effectiveness of your disclosure controls and procedures is as of
December 31, 2021.  In your amended Form 10-K, please provide management's
conclusion on the effectiveness of your disclosure controls and procedures as of the end of
the period covered by the report (i.e. December 31, 2022).  Refer to Item 307 of
Regulation S-K.

 FirstName LastNameMitchell Eaglstein
 Comapany NameFDCTech Inc.
 May 2, 2023 Page 2
 FirstName LastName
Mitchell Eaglstein
FDCTech Inc.
May 2, 2023
Page 2
Exhibit 31.1 and 31.2, page F-29
3.The certifications filed as Exhibits 31.1 and 31.2 do not include the introductory language
in paragraph 4 or paragraph 4(b) with regard to internal control over financial reporting.
Please include certifications containing the language precisely as set forth in Item
601(b)(31) of Regulation of Regulation S-K in your amended filing.  The amendment
should include updated and corrected Section 302 and Section 906 certifications, full Item
9A disclosures and your audited financial statements.  Refer to Question 246.13 of the
Regulation S-K C&DI's.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Barnett