Tech Central, Inc. - Quarter Report: 2017 June (Form 10-Q)

UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

 

FORM 10-Q

 

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2017

 

[_] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ________________to ________________

 

Commission file number 333-212438

 

Tech Central, Inc.

(Name of small business issuer in its charter)

 

 

Tech Central Inc

Abundance Building

43537 Ridge Park Drive

Temecula CA 92590

855-998-4710

(Address and telephone number of registrant's principal executive offices and principal place of business)

 

134 West Mission
Fallbrook, CA 92028
TechCentralinc.com
702-241-3268

(Previous address and telephone number of registrant's principal executive offices and principal place of business)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]      No [_]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [_]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [_]    No [X]

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

 

 

 

TECH CENTRAL, INC.

TABLE OF CONTENTS

INDEX

FINANCIAL STATEMENTS

TECH CENTRAL, INC.

TABLE OF CONTENTS

 

 

 

 

 

 

 

TECH CENTRAL, INC.

BALANCE SHEETS

June 30, 2017 and December 31, 2016

 

See accompanying notes to consolidated financial statements.

 

TECH CENTRAL, INC.

Statements of Operations

June 30, 2017 and June 30 2016

 

 

 

See accompanying notes to consolidated financial statements.

 

TECH CENTRAL, INC.

Statements of Cash Flows

June 30, 2017 and June 30, 2016

 

See accompanying notes to consolidated financial statements.

 

 

TECH CENTRAL, INC.

NOTES TO THE FINANCIAL STATEMENTS

 (Unaudited)

 

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

 

BUSINESS AND BASIS OF PRESENTATION

 

Tech Central, Inc. ("TCI") was incorporated under the laws of the State of Wyoming on April 30, 2014.

 

TCI was formed as a Media Company engaging in online video and photography content development and distribution; and website and mobile app technology integration design and development.

 

BASIS OF PRESENTATION

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of June 30, 2017.

 

ESTIMATES

 

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2017 and December 31, 2016.

 

PROPERTY AND EQUIPMENT

 

The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years.

INVENTORY

 

Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.

 

 

 

ACCOUNTS RECEIVABLE

 

Trade receivables are carried at original invoice amount. We recognize revenue from sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

 

We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

 

FEDERAL INCOME TAXES

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

REVENUE RECOGNITION

 

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

NET INCOME PER SHARE OF COMMON STOCK

 

We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

 

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

STOCK BASED COMPENSATION

 

The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

As of June 30, 2017, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

Note 2 - Uncertainty, going concern:

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of June 30, 2017 the Company had retained earnings of $10,550. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, which raises substantial doubt about the Company’s ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

  

Note 3- Equipment

The Company purchased film equipment for $22,884, which is comprised of video, lighting and editing equipment. The depreciation expense for quarter ended June 30, 2017 was $1,144 and for quarter ended June 30, 2016 was $1,144.

 

Note-4 - Commitments and Contingencies

We have an employment agreement with our President Joe Lewis whereby he has agreed to take a salary when he has determined the Company has enough capital to pay a salary. No salary was paid in the quarter ended June 30, 2017. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officer and director. At June 30, 2017 there was no accrual of salaries.

Note 5– Common Stock

There were no share issuances during the year ended 2016 or for the six months ended June 30, 2017. At the year ended December 31, 2016 and at the quarter ended June 30, 2017 the Company had 8,836,250 shares issued.

 

Note 6 – Income Taxes

We account for income taxes in accordance with FASB ASC 740, Income Taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

As such we had taxes payable of $1,864 at the quarter ended June 30, 2017 as compared to taxes payable of $7,341 at the year ended December 31, 2016.

The tax years from 2014 through 2017 are open to the IRS for inspection. The Company is subject to both the federal and Wyoming tax jurisdictions.

As such for the three months ended June 30, 2017 and June 30, 2016 we had tax expenses of ($3,308) and $90 and for the six months ended June 30, 2017 and June 30, 2016 we had tax expenses of ($5,477) and $2,507.

 

Note 7 – Subsequent Events

Management has reviewed events between June 30, 2017 to the date that the financials were available to be issued, and there were no significant events identified for disclosure

 

 

 

Forward Looking Statements

This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company's Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption "Forward-Looking Information and Factors That May Affect Future Results" and under Part I, Item 1A, of the Company's Annual Report on Form 10-K under the heading "Risk Factors."

 

GENERAL

 

We were incorporated in Wyoming on April 28, 2014 and we have elected December 31 as our fiscal year end.

 

We are a full-service multi-media Company with a multi operational approach focusing on Online video and photography content development and distribution and Website and mobile app technology integration design and development. Websites are a unique mix of textual content, photos, sometimes video and often times apps, which are designed as plug-ins to websites or for mobile devices, aiding in the conveyance of a website's message whether it be business related or personal. We offer products and solutions to help our customers stand out in the ever-changing internet environment. We have been, initially, capitalized through the acquisition of Assets from our founding shareholder, cash flows from multi media operations and the proceeds from a Private Placement offering.

 

For the quarter ended June 30, 2017 we had gross revenues of $15,500 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $37,556 and a net loss of $18,748. For the quarter ended June 30, 2016 we had gross revenues of $7,200 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $6,690 and a net income of $510.

 

We believe that we have sufficient capital to operate over the next twelve (12) months with a monthly burn rate of approximately $3,000 per month.

 

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We estimate a time frame of 9-12 months to complete and begin marketing the rights to our California coastal content, however there is no assurance that it will be complete in that time frame nor is there any assurance that once completed the content could be sold and if sold there is no assurance of the time frame it could take to sell. We may also seek equity financing in the future for the California coastal project. At this time we have no arrangements for any funding source.

 

Significant Accounting Policies and Estimates

 

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

 

Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. We recognize revenue from a sale or licensing arrangement of a film when all of the following conditions are met: non-refundable payment for film rights per a contract, or; persuasive evidence of a sale or licensing arrangement with a customer exists; the film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery; the license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale; the arrangement fee is fixed or determinable; and collection of the arrangement fee is reasonably assured. We recognize revenue from commercial video services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured upon invoicing for work.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Results of Operations

 

For the Three and Six Month Ended June 30, 2017 Compared To  the Three and Six Months Ended June 30, 2016 

Revenue

 

For the three month period ended June 30, 2017, we had gross revenues of $15,500, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $37,556 consisting of professional fees of $4,547 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $1,144, computer and internet expense of $0, consulting fees of $2,500, Production Audio Video Expense $26,276, Rent expense of $225 and general & administrative fees of $2,864.

For the three month period ended June 30, 2016, we recognized revenues of $7,200, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses  of $6,600consisting of professional fees of $5,100 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $1,144, marketing expense of $110, computer and internet expense of $0 and general & administrative fees of $246.

For the six month period ended June 30, 2017, we had gross revenues of $25,500, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $62,015 consisting of professional fees of $13,378which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $2,288, computer and internet expense of $849, marketing expense of $2,000 consulting fees of $7,500, Production Audio Video Expense $30,176, Rent expense of $375 and general & administrative fees of $5,449.

For the six month period ended June 30, 2016, we recognized revenues of $26,700, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses  of $9,990 consisting of professional fees of $5,300 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $2,288, marketing expense of $810, computer and internet expense of $867 and general & administrative fees of $725.

 

 

 

Liquidity and Capital Resources

 

For The Six Months Ended June 30, 2017 Compared To The Year Ended December 31, 2016

 

As at June 30, 2017, the Company had cash on hand of $35,006, total assets of $73,239, total liabilities of $1,864 and stockholders' equity of $71,375.

As at December 31, 2016, the Company had cash on hand of $41,592, total assets of $111,114, total liabilities of $8,700 and stockholders' equity of $102,414.

 

The change in shareholders' equity in the six months ended June 30, 2017was largely attributable to operating losses incurred in the period.

 

Operating Activities

During the six months ended June 30, 2017, we used $(6,586) cash in operating activities compared to $18,998 generated in cash from operating activities, during the six months ended June 30, 2016.

 

Investing Activities

For the six months ended June 30, 2017 and June 30, 2016 we did not use any funds in investing activities. 

 

Financing Activities

During the six months ended June 30, 2017 and June 30, 2016, we neither generated nor used any funds in financing activities.

The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months but does not have the funding to fully implement its business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third party sources of liquidity.

 

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

Related parties

 

There were no related party transactions in the six months ended June 30, 2017 and 2016.

Plan of Operation

 

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We estimate a time frame of 9-10 months to complete and begin marketing the rights to our California coastal content, however there is no assurance that it will be complete in that time frame nor is there any assurance that once completed the content could be sold and if sold there is no assurance of the time frame it could take to sell. We may also seek equity financing in the future for the California coastal project. At this time we have no arrangements for any funding source.

 

Marketing and Sales efforts:

 

Our marketing efforts will primarily be related to marketing our multimedia services and upon completion, the marketing and sales of our California Coast video project.

We plan on optimizing Search Engine Optimization ("SEO") work and internet marketing, and subsequently believe sales will be initially supported through our website. We also plan on engaging a call center for developing interest in our products within the next fiscal year. Successful implementation of our business strategy depends on factors specific to the further development of our products, regulations regarding equities trading, additional financing through equity or debt sources and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

 

·

the ability to anticipate changes in consumer preferences and to meet customers' needs for trading products in a timely cost effective manner; and

·

the ability to establish, maintain and eventually grow market share in a competitive environment

Income Taxes

 

We had taxes payable of $1,864 at quarter end June 30, 2017 as compared to taxes payable of $7,341 at the year ended December 31, 2016.

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

   

Evaluation of Disclosure Controls and Procedures

 

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1933 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1933) as of June 30, 2017.  Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were not effective.

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company was not subject to any legal proceedings during the six month period ended June 30, 2017 or 2016 and to the best of our knowledge and belief no proceedings are currently threatened or pending.

 

Item 1A. Risk Factors

 

 As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

No unregistered equity securities were issued sold during the three months ended June 30, 2017. 

 

Item 3. Defaults upon Senior Securities

 

No senior securities were issued and outstanding during the three months ended June 30, 2017 and 2016.

 

Item 4. Mining Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information

 

None.

 

ITEM 6. EXHIBITS

 

** Filed Herewith

 

 

SIGNATURES