Correspondence 0001493152-23-015480 from FDCTECH, INC. (FDCT) (CIK 0001722731) (FDCT)
FDCTECH, INC. (FDCT) (CIK 0001722731)
Date: May 4, 2023 · CIK: 0001722731 · Accession: 0001493152-23-015480
AI Filing Summary & Sentiment
File numbers found in text: 000-56338
Referenced dates: May 2, 2023
Letter
BARNETT & LINN
ATTORNEYS AT LAW
60 Kavenish Drive ● Rancho Mirage, CA 92270
www.barnettandlinn.com
WILLIAM B. BARNETT
Telephone: 442-274-7571
Attorney/Principal
wbarnett@wbarnettlaw.com
May 4, 2023
Division of Corporation Finance
Office of Technology
Securities and Exchange Commission
F Street NE
Washington D.C. 20549
Attn: David Edgar, Senior Staff Accountant
Kathleen Collins, Accounting Branch Chief
Re: FDCTech Inc. (“Registrant” and/or “Company”)
Form 10-K for the Year Ended December 31, 2022
Filed April 17, 2023
File No. 000-56338
Gentlepersons:
The Registrant hereby files Amendment No. 2 to Registration Statement on Form 10-K/A (“Amendment No. 2). We have revised Amendment No.2 in accordance with written comments received on May 2, 2023, from the Division of Corporation Finance, Office of Technology.
To assist the staff in reviewing Registrant’s responses, we have provided a copy of Amendment No. 2 (“marked to show changes”). Our responses below correspond to each comment number referred to in the letter dated May 2, 2023.
Form 10 for the Year Ended December 31, 2022
Explanatory Note
We have added an Explanatory Note after the Cover page to the Amendment No. 2
Item 9A. Controls and Procedures, page 15
1. In accordance with your comment, we have added disclosure required by Item 308(a) of Regulation S-K.
Evaluation of Disclosure Controls and Procedures, page 15
2. In accordance with your comment, we have updated the date to December 31, 2022, and added disclosure related to management’s conclusion on the effectiveness of the Registrant’s controls and procedures.
Certifications. Exhibits 31.1 and 31.2
3. In accordance with your comment, we have updated Exhibits 31.1 and 31.2 – by including the introductory language in paragraph 4 or paragraph 4(b) concerning internal control over financial reporting. This Filing disclosure also contains new certifications by the principal executive officer and the principal financial officer in Exhibits 31.1, 31.2, 32.1, and 32.2 as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
We believe that we have responded to all your written comments fairly and reasonably. Please do not hesitate to contact the undersigned by email or on my mobile at 818-424-6567 as soon as possible should you have further questions or comments.
Thank you for your cooperation and courtesies in this matter.
Very truly yours,
Barnett & Linn
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BARNETT
& LINN
ATTORNEYS
AT LAW
60 Kavenish Drive ●
Rancho Mirage, CA 92270
www.barnettandlinn.com
WILLIAM B. BARNETT
Telephone: 442-274-7571
Attorney/Principal
wbarnett@wbarnettlaw.com
May
4, 2023
Division
of Corporation Finance
Office
of Technology
Securities
and Exchange Commission
100
F Street NE
Washington
D.C. 20549
Attn:
David Edgar, Senior Staff Accountant
Kathleen Collins, Accounting Branch Chief
Re:
FDCTech Inc. (“Registrant” and/or “Company”)
Form 10-K for the Year Ended December 31, 2022
Filed April 17, 2023
File No. 000-56338
Gentlepersons:
The
Registrant hereby files Amendment No. 2 to Registration Statement on Form 10-K/A (“Amendment No. 2). We have revised Amendment
No.2 in accordance with written comments received on May 2, 2023, from the Division of Corporation Finance, Office of Technology.
To
assist the staff in reviewing Registrant’s responses, we have provided a copy of Amendment No. 2 (“marked to show changes”).
Our responses below correspond to each comment number referred to in the letter dated May 2, 2023.
Form
10 for the Year Ended December 31, 2022
Explanatory
Note
We
have added an Explanatory Note after the Cover page to the Amendment No. 2
Item
9A. Controls and Procedures, page 15
1.
In accordance with your
comment, we have added disclosure required by Item 308(a) of Regulation S-K.
Evaluation
of Disclosure Controls and Procedures, page 15
2.
In accordance with your
comment, we have updated the date to December 31, 2022, and added disclosure related to management’s conclusion on the effectiveness
of the Registrant’s controls and procedures.
Certifications.
Exhibits 31.1 and 31.2
3.
In accordance with your
comment, we have updated Exhibits 31.1 and 31.2 – by including the introductory language in paragraph 4 or paragraph 4(b) concerning
internal control over financial reporting. This Filing disclosure also contains new certifications by the principal executive officer
and the principal financial officer in Exhibits 31.1, 31.2, 32.1, and 32.2 as required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002.
We
believe that we have responded to all your written comments fairly and reasonably. Please do not hesitate to contact the undersigned
by email or on my mobile at 818-424-6567 as soon as possible should you have further questions or comments.
Thank
you for your cooperation and courtesies in this matter.
Very truly yours,
Barnett & Linn
William B. Barnett
WBB:
L. G.
cc/
Mr. Mitchell M. Eaglstein, CEO