TechCom, Inc. - Quarter Report: 2020 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:
For the Quarterly Period ended June 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from __________________ to __________________
Commission File Number: 000-56041
TECHCOM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 06-1701678 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Jl. Gaharu No. 2B, Graha Harmoni Building, 5th Floor,
Kota Medan, Sumatera Utara, 20235, Indonesia
(Address of principal executive offices)
+6261-80512888
(Issuer’s telephone number)
_________________________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller Reporting Company ☒ |
| Emerging growth company ☐ |
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 ☐
Number of shares outstanding of each of the issuer’s classes of common equity, as of August 18, 2020: 64,990,254 shares of Common Stock, par value US $0.00001
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.
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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
TechCom, Inc.
As of June 30, 2020 (Unaudited) and December 31, 2019 (Audited)
| June 30, 2020 | December 31, 2019 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Prepaid expenses | $ | – | $ | 833 | ||||
| Total current assets | – | 833 | ||||||
| Total assets | $ | – | $ | 833 | ||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 43,003 | $ | – | ||||
| Due to shareholders | 130,559 | 110,130 | ||||||
| Convertible note payable – shareholder | 50,000 | 50,000 | ||||||
| Total current liabilities | 223,562 | 160,130 | ||||||
| Total liabilities | 223,562 | 160,130 | ||||||
| Stockholders’ deficit | ||||||||
| Convertible Preferred stock, $0.001 par value, 5,000,000 share authorized, 1,000,000 shares issued and outstanding | 1,000 | 1,000 | ||||||
| Common stock, $0.00001 par value; 9,888,000,000 shares authorized; 64,990,254 shares issued and outstanding as of June 30, 2020 and December 31, 2019 and outstanding | 650 | 650 | ||||||
| Additional paid-in capital | 2,067,761 | 2,067,761 | ||||||
| Accumulated deficit | (2,292,973 | ) | (2,822,708 | ) | ||||
| Total stockholders’ deficit | (223,562 | ) | (159,297 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | – | 833 | |||||
See accompanying notes to financial statements.
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TechCom, Inc.
For the Three Months and Six Months Ended June 30, 2020 and 2019
(Unaudited)
| For the Three months ended June 30, | For the Six months ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Net sales | – | – | – | – | ||||||||||||
| Cost of sales | – | – | – | – | ||||||||||||
| Gross Profit | – | – | – | – | ||||||||||||
| Professional fees | 32,622 | 17,655 | 58,425 | 78,853 | ||||||||||||
| General and administrative expenses | 3,421 | 4,894 | 5,840 | 7,232 | ||||||||||||
| Operating loss before income taxes | 36,042 | 22,549 | 64,265 | 86,085 | ||||||||||||
| Income taxes | – | – | – | – | ||||||||||||
| Net loss and comprehensive loss | (36,042 | ) | (22,549 | ) | (64,265 | ) | (86,085 | ) | ||||||||
| Loss per share of common stock - Basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||||
| Weighted average shares of common stock - Basic and diluted | 64,990,254 | 9,920,254 | 64,990,254 | 9,920,254 | ||||||||||||
See accompanying notes to financial statements.
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TechCom, Inc.
Statements of Stockholders’ Deficit
For Three Months and Six Months Ended June 30, 2020 and 2019
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance December 31, 2019 | 1,000,000 | $ | 1,000 | 64,990,254 | $ | 650 | $ | 2,067,761 | $ | (2,228,708 | ) | $ | (159,297 | ) | ||||||||||||||
| Stock issuance for services | ||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | 0 | (64,265 | ) | (64,265 | ) | |||||||||||||||||||
| Balance June 30, 2020 | 1,000,000 | 1,000 | 64,990,254 | 650 | 2,067,761 | (2,292,973 | ) | (223,562 | ) | |||||||||||||||||||
| Balance April 1, 2020 | 1,000,000 | 1,000 | 64,990,254 | 650 | 2,067,761 | (2,256,930 | ) | (187,519 | ) | |||||||||||||||||||
| Net income (loss) | – | – | – | – | – | (36,042 | ) | (36,042 | ) | |||||||||||||||||||
| Balance June 30, 2020 | 1,000,000 | $ | 1,000 | 64,990,254 | $ | 650 | $ | 2,067,761 | $ | (2,292,973 | ) | $ | (223,562 | ) | ||||||||||||||
| Balance December 31, 2018 | 1,000,000 | $ | 1,000 | 9,920,254 | $ | 99 | $ | 2,013,242 | $ | (2,110,490 | ) | $ | (96,149 | ) | ||||||||||||||
| Stock issuance for services | ||||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | 0 | (86,085 | ) | (86,085 | ) | |||||||||||||||||||
| Balance June 30, 2019 | 1,000,000 | 1,000 | 9,920,254 | 99 | 2,013,242 | (2,196,575 | ) | (182,234 | ) | |||||||||||||||||||
| Balance April 1, 2018 | 1,000,000 | 1,000 | 9,920,254 | 99 | 2,013,242 | (2,174,026 | ) | (159,685 | ) | |||||||||||||||||||
| Net income (loss) | – | – | – | – | – | (22,549 | ) | (22,549 | ) | |||||||||||||||||||
| Balance June 30, 2019 | 1,000,000 | $ | 1,000 | 9,920,254 | $ | 99 | $ | 2,013,242 | $ | (2,196,575 | ) | $ | (182,234 | ) | ||||||||||||||
See accompanying notes to financial statements.
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TechCom, Inc.
For the Six Months Ended June 30, 2020 and 2019
(Unaudited)
| 2020 | 2019 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | (64,265 | ) | $ | (86,065 | ) | ||
| Debt forgiven | – | – | ||||||
| Stock issuance | – | – | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Accounts payable and accrued expenses | 43,003 | 13,655 | ||||||
| Prepaid expenses | 833 | (2,500 | ) | |||||
| Due to shareholders | 20,429 | 74,930 | ||||||
| Net cash provided by (used in) operating activities | – | – | ||||||
| Cash flows from financing activities | ||||||||
| Net cash provided by (used in) financing activities | – | – | ||||||
| Cash flows from investing activities | ||||||||
| Purchase of fixed assets | – | – | ||||||
| Net cash provided by (used in) investing activities | – | – | ||||||
| Net change in cash and cash equivalents | – | – | ||||||
| Cash and cash equivalents, beginning of period | – | – | ||||||
| Cash and cash equivalents, end of period | $ | – | $ | – | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Interest paid | $ | – | $ | – | ||||
See accompanying notes to financial statements.
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TechCom, Inc.
Notes to the Condensed Financial Statements
For the Period Ended June 30, 2020
NOTE 1 – NATURE OF BUSINESS ORGANIZATION
TechCom, Inc. (the “Company”) was originally formed on August 22, 2000 as a Nevada corporation. On June 30, 2017, the Company re-domiciled as a Delaware Corporation. Now a non-operating holding company, historically the company has been involved in investment in gaming and vending businesses, with a primary focus on the entertainment, travel and leisure industries. Current management acquired control of the Company through purchase of preferred shares of the Company on October 13, 2017, which gives current management a majority of the voting power of the outstanding stock of the Company. The Company is in the process of identifying operating businesses that are potential candidates for acquisition.
NOTE 2 – BASIC PRESENTATION
Interim financial statements
The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2019 and notes thereto included in the Company’s 10-K. The Company follows the same accounting policies it used in the Company’s 10-K in the preparation of this interim report. Results of operations for the interim period are not indicative of annual results.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has no operations and has a stockholders deficit of $223,562 with an accumulated deficit of $2,292,973. The Company intends to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent Accounting Pronouncements
In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services, and aligns most of the guidance on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. Early adoption is permitted. The Company adopted this ASU on January 1, 2019 with no material impact on the Company’s financial statements.
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In August 2018, the SEC issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to our financial reporting will be the application of the disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this new rule beginning its financial reporting for the quarter ended March 31, 2019. Upon the adoption of this rule, the Company has included the Statements of Stockholders’ Deficit with each interim reporting. The Company, based on further understanding of SEC Release No. 33-10532, made some modification on the presentation of the changes in stockholders’ equity that is more in compliance with the SEC rule.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this update will have on its financial statements.
NOTE 3 – PREPAID EXPENSES
The prepaid expenses of $833 at the beginning of the year represent subscription for OCTMarket. This prepaid expenses were applied to expenses during the period. The balances were $0 and $833 as of June 30, 2020 and December 31, 2019, respectively.
NOTE 4 – ACCRUED EXPENSES
The accrued expenses represent the professional fees incurred but not paid. As of June 30, 2020 and December 31, 2019, the balances were $43,003 and $0, respectively.
NOTE 5 – DUE TO RELATED PARTY
In the normal business operations, the major shareholder funds the Company’s operation expenses. For the six and three months ended June 30, 2020, the major shareholder paid $20,429 and 3,421, respectively; for the six and three months ended June 30, 2019, the major shareholder paid $74,930 and $66,842, respectively. As of June 30, 2020 and December 31, 2019, the balances of due to shareholder were $130,559 and $110,130, respectively.
NOTE 6 – CONVERTIBLE NOTE PAYABLE – Related Party
The convertible note payable as of June 30, 2020 and December 31, 2019 consisted of one non-interest bearing note payable due on demand and convertible at the option of the holder into common shares at the conversion price of $0.001 per share. The note, originally dated February 24, 2014 and amended on October 1, 2017 was initially held by a third-party creditor of the Company. Under the original February 24, 2014 Note, the principal amount of indebtedness was $115,000. On October 1, 2017, the third-party creditor agreed to forgive $65,000 in indebtedness and the balance of the Convertible Note became $50,000 as a result. On October 11, 2017, the note was sold to Mr. Kok Seng Yeap for a purchase price of $5,000. As of June 30, 2020 no amount of the principal has been repaid and the balance of the Convertible Note remains $50,000.
NOTE 7 – EQUITY
The Company is authorized to issue 5,000,000 shares of $0.0001 par value convertible preferred stock. As of June 30, 2020 and December 31, 2019, the preferred shares of Series A issued and outstanding were 1,000,000. The 1,000,000 shares of Series A preferred stock are convertible at the rate of 1:15,000, and each share of such convertible preferred stock has the voting power at the same rate that the preferred stock could be converted. The holders of Series A preferred stock have no preemptive rights to purchase, subscribe, for, or otherwise acquire stock of any class of the Corporation.
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During 2017, the Company issued 120,000,000 shares of common stock, which were valued at $1,200, as compensation for the Company’s CEO at the time.
On January 28, 2019, the Board approved and filed the amendment for a reverse common stock split at a ratio of 1,000:1. The par value of the common shares remained at $0.00001 per share.
On October 31, 2019, the majority shareholder of the Company converted $55,070 due him into 55,070,000 shares of Common Stock at a price of $0.001 per share.
The Company is authorized to issue 9,888,000,000 shares of $0.00001 par value common stock. As of June 30, 2020 and December 31, 2019, the outstanding shares of common stock were 64,990,254.
NOTE 8 – PRIOR PERIOD ADJUSTMENTS
As indicated in Note 7, On January 28, 2019, the Board approved and filed the amendment for a reverse common stock split at a ratio of 1,000:1. The par value of the common shares remains at $0.00001 per share. For comparative financial statements, we have adjusted the prior period presentation in equity section on the balance sheet and statement of shareholders’ deficits. The following illustrates the presentations before and after the adjustments:
| Before | Adjustments | Adjusted | ||||||||||
| Shares issued and outstanding | 9,885,028,189 | 1,000 : 1 split | 9,920,254 | |||||||||
| Common stock | 98,850 | (98,751 | ) | 99 | ||||||||
| Additional paid-in capital | 1,914,491 | 98,751 | 2,013,242 | |||||||||
NOTE 9 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors,” and elsewhere in this Form 10. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.
This discussion is intended to further the reader’s understanding of the Company’s financial condition and results of operations and should be read in conjunction with the Company’s financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company’s other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered “off balance sheet” pursuant to disclosure requirements under Item 303(c) of Regulation S-K.
Overview
The Company is a non-operating holding company. Historically, the Company has been involved and invested in gaming and vending businesses, the focus of which was on the entertainment, travel and leisure industries. Current management acquired control of the Company through purchase of preferred shares on October 13, 2017 and is in the process of identifying operating businesses that are potential candidates for acquisition.
Critical Accounting Policies
The relevant accounting policies are listed below.
Basis of Accounting
The basis is United States generally accepted accounting principles.
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
Advertising
Advertising costs are expensed when incurred. The Company incurred $0 of sales and marketing expenses, including advertising, for the three and six months ended June 30, 2020 and 2019.
Comprehensive Income (Loss)
Net income (loss) is equal to comprehensive income (loss).
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Income Taxes
The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carry forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company’s history of losses. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.
Due to our lack of revenues, we have not incurred any tax obligations for the six months ended June 30, 2020 and 2019. However, we would anticipate that income tax obligations will arise as we begin to generate significant revenue in the future.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the IRS generally for three years after they file.
Year end
The Company’s fiscal year-end is December 31.
Recent Accounting Pronouncements
In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services, and aligns most of the guidance on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. Early adoption is permitted. The Company adopted this ASU on January 1, 2019 with no material impact on the Company’s financial statements.
In August 2018, the SEC issued Release No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to our financial reporting will be the application of the disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation S-X to interim periods. The Company adopted this new rule beginning its financial reporting for the quarter ended March 31, 2019. Upon the adoption of this rule, the Company has included the Statements of Stockholders’ Deficit with each interim reporting. The Company, based on further understanding of SEC Release No. 33-10532, made some modification on the presentation of the changes in stockholders’ equity that is more in compliance with the SEC rule.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistent application among reporting entities. The guidance is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impact this update will have on its financial statements.
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Results of Operations
Capitalization
The following table sets forth, as of June 30, 2020, the capitalization of TechCom, Inc. on an actual basis. This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.
In January 2019, the Company made a reverse split of the stock at 1,000:1 and as of June 30, 2020, the table shows as follows:
| Common stock, $0.00001 par value; 64,990,254 shares issued and outstanding at June 30, 2020 | $ | 650 | ||
| Additional paid-in capital | 2,067,761 | |||
| Deficit accumulated during development stage | (2,292,973 | ) | ||
| Total stockholders’ equity (deficit) | $ | (223,562 | ) |
Results of Operations for the three and six months ended June 30, 2020 and 2019
For the three and six months ended June 30, 2020 and 2019, we had no revenue.
Costs of revenue during these above same periods were $0.
For the six months ended June 30, 2020 and 2019, professional and administrative expenses were $64,265 and $86,085, respectively. These costs were primarily the costs for the daily operations and legal services.
For the six months ended June 30, 2020 and 2019, professional expenses were $58,425 and $78,853, respectively. The legal expenses in three months ended June 30, 2019 were mainly due to SEC filing preparations.
For the six months ended June 30, 2020 and 2019, general and administrative expenses were $5,840 and $7,232, respectively. Costs incurred were primarily general and administrative expenses.
For the three months ended June 30, 2020 and 2019, professional and administrative expenses were $36,042 and $22,549, respectively. These costs were primarily the costs for the daily operations and legal services.
For the three months ended June 30, 2020 and 2019, professional expenses were $32,622 and $17,655, respectively. The legal expenses in three months ended June 30, 2019 were mainly due to SEC filing preparations.
For the three months ended June 30, 2020 and 2019, general and administrative expenses were $3,421 and $4,894, respectively. Costs incurred were primarily general and administrative expenses.
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Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has no operations and has a stockholders deficit of $223,562 with an accumulated deficit of $2,292,973. The Company intends to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Summary of any product research and development that we will perform for the term of our plan of operation
The Company is a shell company with no operations and do not have specific products. Our research and development will depend on future merger with an operational company or companies.
Expected purchase or sale of plant and significant equipment
We do not anticipate the purchase or sale of any plant or significant equipment; as such, items are not required by us at this time.
Significant changes in the number of employees
As of June 30, 2020, we did not have any paid employees. We are dependent upon our officers and directors for our future business development. As our operations expand, we anticipate that we need to hire additional employees.
Liquidity and Capital Resources
As of June 30 2020, we had cash of approximately $0.
A critical component of our operating plan impacting our continued existence is our ability to obtain additional capital through additional equity and/or debt financing.
We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. These limitations have adversely affected our ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), from other funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all.
As a result of our current cash status, no officer or director received cash compensation through June 30, 2020.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all, and such financing, if available, might be dilutive.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Revenue Recognition: We recognize revenue from product sales when all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information to be reported under this Item is not required of smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods. Our President (principal executive officer) and our Treasurer (principal financial officer) (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
During the first quarter of 2020, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.
| 15 |
None.
The information to be reported under this Item is not required for smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
None.
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at June 30, 2020 and December 31, 2019, (ii) Statement of Operations for the three months period ended June 30, 2020 and 2019, (iii) Statement of Cash Flows for the three months period ended June 30, 2020 and 2019, (iv) Statement of Stockholders’ Deficit for the period ended June 30, 2020 and (v) Notes to Financial Statements. |
| 16 |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TechCom, Inc. | ||
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| Dated: August 21, 2020 | By: | /s/ Kok Seng Yeap |
| Kok Seng Yeap | ||
| Chief Executive Officer | ||
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