Close

Form 10-Q TechCom, Inc. For: Jun 30

August 15, 2022 5:02 PM EDT

News and research before you hear about it on CNBC and others. Claim your 1-week free trial to StreetInsider Premium here.
0001481443 false --12-31 2022 Q2 0001481443 2022-01-01 2022-06-30 0001481443 2022-08-15 0001481443 2022-06-30 0001481443 2021-12-31 0001481443 2022-04-01 2022-06-30 0001481443 2021-04-01 2021-06-30 0001481443 2021-01-01 2021-06-30 0001481443 us-gaap:PreferredStockMember 2021-12-31 0001481443 us-gaap:CommonStockMember 2021-12-31 0001481443 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001481443 us-gaap:RetainedEarningsMember 2021-12-31 0001481443 us-gaap:PreferredStockMember 2022-03-31 0001481443 us-gaap:CommonStockMember 2022-03-31 0001481443 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001481443 us-gaap:RetainedEarningsMember 2022-03-31 0001481443 2022-03-31 0001481443 us-gaap:PreferredStockMember 2020-12-31 0001481443 us-gaap:CommonStockMember 2020-12-31 0001481443 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001481443 us-gaap:RetainedEarningsMember 2020-12-31 0001481443 2020-12-31 0001481443 us-gaap:PreferredStockMember 2021-03-31 0001481443 us-gaap:CommonStockMember 2021-03-31 0001481443 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001481443 us-gaap:RetainedEarningsMember 2021-03-31 0001481443 2021-03-31 0001481443 us-gaap:PreferredStockMember 2022-01-01 2022-06-30 0001481443 us-gaap:CommonStockMember 2022-01-01 2022-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-06-30 0001481443 us-gaap:RetainedEarningsMember 2022-01-01 2022-06-30 0001481443 us-gaap:PreferredStockMember 2022-04-01 2022-06-30 0001481443 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001481443 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001481443 us-gaap:PreferredStockMember 2021-01-01 2021-06-30 0001481443 us-gaap:CommonStockMember 2021-01-01 2021-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-06-30 0001481443 us-gaap:RetainedEarningsMember 2021-01-01 2021-06-30 0001481443 us-gaap:PreferredStockMember 2021-04-01 2021-06-30 0001481443 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001481443 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001481443 us-gaap:PreferredStockMember 2022-06-30 0001481443 us-gaap:CommonStockMember 2022-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001481443 us-gaap:RetainedEarningsMember 2022-06-30 0001481443 us-gaap:PreferredStockMember 2021-06-30 0001481443 us-gaap:CommonStockMember 2021-06-30 0001481443 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001481443 us-gaap:RetainedEarningsMember 2021-06-30 0001481443 2021-06-30 0001481443 us-gaap:MajorityShareholderMember 2022-01-01 2022-06-30 0001481443 us-gaap:MajorityShareholderMember 2021-01-01 2021-03-31 0001481443 us-gaap:MajorityShareholderMember 2022-06-30 0001481443 us-gaap:MajorityShareholderMember 2021-12-31 0001481443 us-gaap:MajorityShareholderMember 2019-10-30 2019-10-31 0001481443 TCR:GlobalAssetTrusteeMember 2020-09-28 2020-09-29 0001481443 TCR:EurasiaTrustAGMember 2020-09-28 2020-09-29 0001481443 TCR:GlobalAssetTrusteeMember 2021-05-25 2021-05-26 0001481443 TCR:EurasiaTrustAGMember 2021-05-25 2021-05-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Table of Contents

 

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, 2022

 

   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.)

 

919 North Market Street, Suite 950, Wilmington, DE 19801

(Address of principal executive offices)

 

+ 852 29803711

(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 15, 2022: 64,990,254 shares of Common Stock, par value US $0.001

 

 

   

 

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

 2 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
         
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)     4  
Balance Sheets     4  
Statements of Operations     5  
Statements of Stockholders’ Deficit     6  
Statements of Cash Flows     7  
Notes to Financial Statements     8  
         
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS     11  
         
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     15  
         
ITEM 4. CONTROLS AND PROCEDURES     15  
         
PART II. OTHER INFORMATION
         
ITEM 1. LEGAL PROCEEDINGS     16  
         
ITEM 1A. RISK FACTORS     16  
         
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     16  
         
ITEM 3. DEFAULTS UPON SENIOR SECURITIES     16  
         
ITEM 4. MINE SAFETY DISCLOSURES     16  
         
ITEM 5. OTHER INFORMATION     16  
         
ITEM 6. EXHIBITS     16  
         
SIGNATURES     17  

 

 

 

 3 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

 

TechCom, Inc.

Balance Sheets

As of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)

 

 

   June 30,
2022
   December 31,
2021
 
Assets          
Current assets          
Prepaid expenses  $   $ 
Total current assets        
Total assets  $   $ 
           
Liabilities and Stockholders’ Deficit          
Current liabilities          
Accounts payable and accrued expenses  $40,316   $ 
Due to shareholders   68,534    16,544 
Total current liabilities   108,850    16,544 
Total liabilities   108,850    16,544 
           
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, 2022 and December 31, 2021, respectively   650    650 
Additional paid-in capital   2,417,916    2,417,916 
Accumulated deficit   (2,528,416)   (2,436,110)
Total stockholders’ deficit   (108,850)   (16,544)
Total liabilities and stockholders’ deficit  $     

 

 

See accompanying notes to financial statements.

 

 4 

 

 

TechCom, Inc.

Statements of Operations

For the Three Months and Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

                     
   For the
Three months ended
June 30,
   For the
Six months ended
June 30,
 
   2022   2021   2022   2021 
   $   $   $   $ 
Net sales                
Cost of sales                
Gross Profit                
                     
Professional fees   39,161    57,998    51,728    66,496 
General and administrative expenses   11,105    1,975    40,578    3,668 
                     
Operating loss before income taxes   (50,266)   (59,973)   (92,306)   (70,164)
Income taxes                
                     
Net loss and comprehensive loss   (50,266)   (59,973)   (92,306)   (70,164)
                     
Loss per share of common stock                    
- Basic   (0.00)   (0.00)   (0.00)   (0.00)
- Diluted   (0.00)   (0.00)   (0.00)   (0.00)
                     
Weighted average shares of common stock                    
- Basic   64,990,254    68,682,562    64,990,254    69,830,033 
- Diluted   64,990,254    68,682,562    64,990,254    69,830,033 

 

 

See accompanying notes to financial statements.

 

 

 5 

 

 

TechCom, Inc.

Statements of Stockholders’ Deficit

For Three Months and Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

                                    
   Preferred Stock   Common Stock   Additional Paid in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance December 31, 2021   1,000,000   $1,000    64,990,254   $650   $2,417,916   $(2,436,110)  $(16,544)
Net income (loss)                       (92,306)   (92,306)
Balance June 30, 2022   1,000,000    1,000    64,990,254    650    2,417,916    (2,528,416)   (108,850)
                                    
                                    
Balance April 1, 2022   1,000,000    1,000    64,990,254    650    2,417,916    (2,478,150)   (58,584)
Net income (loss)                       (50,266)   (50,266)
Balance June 30, 2022   1,000,000   $1,000    64,990,254   $650   $2,417,916   $(2,528,416)  $(108,850)
                                    
                                    
Balance December 31, 2020   1,000,000   $1,000    70,990,254   $710   $2,085,101   $(2,345,402)  $(258,591)
Stock issuance for services           (6,000,000)   (60)   (16,140)       (16,200)
Net income (loss)                       (70,164)   (70,164)
Balance June 30, 2021   1,000,000    1,000    64,990,254    650    2,068,961    (2,415,566)   (344,955)
                                    
                                    
Balance April 1, 2021   1,000,000    1,000    70,990,254    710    2,085,101    (2,355,593)   (268,782)
Stock issuance for services           (6,000,000)   (60)   (16,140)       (16,200)
Net income (loss)                       (59,973)   (59,973)
Balance June 30, 2021   1,000,000   $1,000    64,990,254   $650   $2,068,961   $(2,415,566)  $(344,955)

 

 

See accompanying notes to financial statements.

 

 

 6 

 

 

TechCom, Inc.

Statements of Cash Flow

For the Six Months Ended June 30, 2022 and 2021

(Unaudited)

 

   2022   2021 
Cash flows from operating activities          
Net income (loss)  $(92,306)  $(70,164)
Debt forgiven        
Stock issuance        
Adjustments to reconcile net income to net cash provided by operating activities:          
Accounts payable and accrued expenses   40,316    (7,211)
Prepaid expenses        
Due to shareholders   51,990    93,575 
Net cash provided by (used in) operating activities       16,200 
           
Cash flows from financing activities          
Stock cancellation       (16,200)
Net cash provided by (used in) financing activities       (16,200)
           
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.

 

 

 

 7 

 

 

TechCom, Inc.

Notes to the Condensed Financial Statements

For the Period Ended June 30, 2022

 

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 in July 2021, 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, 2021 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 $108,850 with an accumulated deficit of $2,528,416. 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 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.

 

 

 8 

 

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period.  The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures when adopted.

 

NOTE 3 – ACCRUED EXPENSES

 

The accrued expenses represent the professional fees incurred but not paid. As of June 30, 2022 and December 31, 2021, the balances were $40,316 and $0, respectively.

 

NOTE 4 – 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, 2022, the major shareholder paid $51,990 and $15,017, respectively; for the six and three months ended June 30, 2021, the major shareholder paid $93,575 and $3,373, respectively. As of June 30, 2022 and December 31, 2021, the balances of due to shareholder were $68,534 and $16,544, respectively.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Risks and Uncertainties

 

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

 

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

 

Legal and other matters

 

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. On March 8, 2022, the General Court of Justice of Mecklenburg County, North Carolina, issued a civil summons regarding a complaint entitled William R. Allessi Jr. vs. Techcom Inc. Mr. Alessi, the Company’s President and majority shareholder prior to October 2017, alleges that he is entitled to receive an additional 3,097,017 shares of Common Stock of the Company under his prior employment agreement. The case has been dismissed as of the date of the issuance of the financial statements.

 

 

 9 

 

 

NOTE 6 - EQUITY

 

The Company is authorized to issue 5,000,000 shares of $0.0001 par value convertible preferred stock. As of June 30, 2022 and December 31, 2021, 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, 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.

 

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.

 

On September 29, 2020, the Company issued 3,000,000 shares of common stock to Global Asset Trustee (Malaysia) Berhad for $8,700 and 3,000,000 shares of common stock to Eurasia Trust A.G. for $8,700. On May 26, 2021, the Company paid $8,100 and $8,100 to purchase the 3,000,000 and 3,000,000 shares of the Company’s common stock back from Global Asset Trustee (Malaysia) Berhad and Eurasia Trust A.G, respectively.

 

On May 26, 2021, the Company’s former controlling stockholder, Mr. Kok Seng Yeap (the “Seller”), signed a stock purchase agreement (the “SPA”) with AlphaBit, LLC, a Nevada limited liability company beneficially owned by Munaf Ali. According to the SPA, Seller sold 55,070,000 shares of Company’s common stock and 1,000,000 shares of Company’s Series A Preferred Stock to AlphaBit, LLC in exchange of $550,000. Such shares represent 87.60% of the Company’s voting power assuming conversion of all of the Company’s Series A Preferred Stock. The transaction was closed on July 27, 2021.

 

The Company is authorized to issue 9,888,000,000 shares of $0.00001 par value common stock. As of June 30, 2022 and December 31, 2021, the outstanding shares of common stock were 64,990,254, respectively.

 

NOTE 7 - 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 other 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.

 

 

 

 

 10 

 

 

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 in July 2021 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, 2022 and 2021.

 

Comprehensive Income (Loss)

 

Net income (loss) is equal to comprehensive income (loss). 

 

 

 11 

 

 

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, 2022 and 2021. 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 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.

 

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period.  The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures when adopted.

 

 

 12 

 

 

Results of Operations

 

Capitalization

 

The following table sets forth, as of June 30, 2022, 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, 2022, the table shows as follows:

 

Common stock, $0.00001 par value; 64,990,254 shares issued and outstanding at June 30, 2022  $650 
Additional paid-in capital   2,417,916 
Deficit accumulated during development stage   (2,528,416)
      
Total stockholders’ equity (deficit)  $(108,850)

 

Results of Operations for the three and six months ended June 30, 2022 and 2021

 

For the three and six months ended June 30, 2022 and 2021, we had no revenue.

 

Costs of revenue during these above same periods were $0.

 

For the six months ended June 30, 2022 and 2021, professional and administrative expenses were $92,306 and $70,164, respectively. These expenses were primarily for the daily operations and legal services.

  

For the six months ended June 30, 2022 and 2021, professional expenses were $51,728 and $66,496, respectively. The professional expenses in six months ended June 30, 2022 and 2021 were mainly for the SEC filing preparations.

 

For the six months ended June 30, 2022 and 2021, general and administrative expenses were $40,578 and $3,668, respectively. The expenses incurred were primarily general and administrative expenses. The significant increase in general and administrative expenses was due to the increase in management services.

 

For the three months ended June 30, 2022 and 2021, professional and administrative expenses were $50,266 and $59,973, respectively. These costs were primarily the costs for the daily operations and professional services.

  

For the three months ended June 30, 2022 and 2021, professional expenses were $39,161 and $57,998, respectively. The decrease $18,837 compared with the prior period was due to the decrease of legal fees.

 

For the three months ended June 30, 2022 and 2021, general and administrative expenses were $11,105 and $1,975, respectively. Costs incurred were primarily general and administrative expenses. The significant increase in general and administrative expenses was due to the increase in management services.

  

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 $108,850 with an accumulated deficit of $2,528,416. 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.

 

 

 13 

 

 

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, 2022, 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 2022, 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, 2022.

 

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.

 

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. 

 

 

 14 

 

 

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 second quarter of 2022, 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 

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

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.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

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, 2022, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at June 30, 2022 and December 31, 2021, (ii) Statement of Operations for the three months period ended June 30, 2022 and 2021, (iii) Statement of Cash Flows for the three months period ended June 30, 2022 and 2021, (iv) Statement of Stockholders’ Deficit for the period ended June 30, 2022 and (v) Notes to Financial Statements.
     
104   Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

 

 

 

 

 16 

 

 

SIGNATURES

 

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.

 

 

   
Dated: August 15, 2022 By:    /s/ Kok Seng Yeap
    Kok Seng Yeap
    Chief Executive Officer

 

 

 

 

 17 

 

 

EXHIBIT 31.1

 

RULE 13a-14(a)/ 15d-14(a) CERTIFICATION

For Form 10-Q for the Period Ended June 30, 2022

 

I, Kok Seng Yeap, certify that:

 

1    I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of TechCom, Inc. (the “registrant”);
   
2    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2022

 

 

 s/ Kok Seng Yeap
Kok Seng Yeap

Chief Executive Officer

EXHIBIT 31.2

 

RULE 13a-14(a)/ 15d-14(a) CERTIFICATION

For Form 10-Q for the Period Ended June 30, 2022

 

I, Lau Chew Chye, certify that:

 

1    I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2022 of TechCom, Inc. (the “registrant”);

 

2    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 15, 2022

 

 

 

/s/ Lau Chew Chye
Lau Chew Chye

Chief Financial Officer

EXHIBIT 32.1

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q of TechCom, Inc. (the “Company”) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kok Seng Yeap, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: August 15, 2022

 

 

 

 

/s/ Kok Seng Yeap
Kok Seng Yeap

Chief Executive Officer

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q of TechCom, Inc. (the “Company”) for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kok Seng Yeap, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: August 15, 2022

 

 

 

 

/s/ Lau Chew Chye

Lau Chew Chye

Chief Financial Officer



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings