Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-55391
POWERCOMM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 47-3152668
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3429 Ramsgate Terrace
Alexandria, VA 22309
(Address of principal executive offices (zip code)
571-259-8773
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 X No
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.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
______________________________________________________________
UNAUDITED FINANCIAL STATEMENTS
Unaudited Financial Statements 2-4
Notes to Unaudited Financial Statements 5-7
______________________________________________________________________
POWERCOMM HOLDINGS INC.
BALANCE SHEETS
June 30, 2016 December 31, 2015
------------ ------------
(UNAUDITED)
ASSETS
Total assets $ - $ -
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses $ 9,500 $ 6,500
------------ ------------
Total liabilities 9,500 6,500
------------ ------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of June 30,2016 - -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,500,000 and 20,500,000
shares issued
and outstanding as of June 30, 2016
and December 31, 2015, respectively 2,050 2,050
Discount on Common Stock (2,050) (2,050)
Additional paid-in capital 1,058 1,058
Accumulated deficit (10,558) (7,558)
------------ ------------
Total stockholders' deficit (9,500) (6,500)
----------- ------------
Total liabilities and stockholders'
deficit $ - $ -
============ ============
The accompanying notes are an integral part of these unaudited
financial statements.
2
______________________________________________________________________
POWERCOMM HOLDINGS INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the period
For the three For the three For the six From January 12, 2015
Months ended Months ended Months ended (Inception) Through
June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015
--------------- -------------- -------------- -------------
Revenue $ - $ - $ - $ -
Cost of revenue - - - -
--------------- ------------ ------------- --------------
Gross profit - -
Operating expenses 1,500 - 3,000 712
----------------- ------------- ------------- ---------------
Operating loss (1,500) - (3,000) (712)
----------------- ------------- ------------- --------------
Loss before income (1,500) - (3,000) (712)
taxes ---------------- ------------- ------------- --------------
Income tax expense - - - -
-------------- -------------- -------------- --------------
Net loss $ (1,500) $ - $ (3,000) $ -
================ ============= ============= ===============
Loss per share-
Basic and diluted $ - $ - $ - $ -
================ ============ ============= ===============
Weighted average 20,500,000 20,000,000 20,500,000 18,816,568
Shares- Basic and ---------------- ------------- ------------- -------------
Diluted
The accompanying notes are an integral part of these unaudited
financial statements.
3
______________________________________________________________________
POWERCOMM HOLDINGS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the period
For six months
From January 12 ended
2015 (Inception) June 30, 2016
Through June 30,
2016
-------------- -----------------
OPERATING ACTIVITIES
Net loss $ (3,000) $ (712)
------------- ------------------
Non-cash adjustments to reconcile
net loss to net cash:
Expenses paid for by stockholder
and contributed as capital _ 712
Changes in Operating Assets and Liabilities:
Accrued expenses 3,000 -
------------- ------------------
Net cash used in operating activities - -
------------- ------------------
Net increase in cash - -
Cash, beginning of period - -
------------- ------------------
Cash, end of period $ - $ -
============= ==================
Interest paid $ - $ -
============= ==================
Income tax paid $ - $ -
============= +================
The accompanying notes are an integral part of these unaudited
financial statements.
4
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POWERCOMM HOLDINGS INC.
Notes to Unaudited Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
PowerComm Holdings Inc. (formerly White Grotto Acquisition Corporation)
(PowerComm or the Company) was incorporated on January 12, 2015 under the
laws of the state of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.
On September 14,2015, the Company effected a change in control by the
redemption of 19,500,000 shares of then outstanding 20,000,000 shares
of common stock. The current officers and directors resigned and David
Kwasnik was named the sole officer and director of the company. Pursuant
to the change in control, the company changed its name to PowerComnm
Holdings Inc. On September 15, 2015, the Company issued 20,000,000 shares
of common stock to David Kwasnik.
The Company intends to develop through a business combination with an
ongoing company otherwise a company designed to serve as a holding company
for certain privately owned power transmission, distribution,
telecommunications, fiber optic, cellular communications, excavation,
dredging, gas and oil pipeline, road and bridge, wind and solar,
alternative energy, bio-fuels, and bio-coal construction companies.
The Company has been in the developmental stage since inception.
The Company will attempt to locate and negotiate with a business entity
for the combination of the target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of tax-free reorganization under
Section 351 or section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign domestic private company to
become a reporting company with a class of securities registered under
the Securities Exchange Act of 1934.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's unaudited financial
statements. Such unaudited financial statements and accompanying
notes are the representations of the Company's management, who are
responsible for their integrity and objectivity. These accounting
policies conform to accounting principles generally accepted in the
United States of America (GAAP) in all material respects, and have
been consistently applied in preparing the accompanying unaudited
financial statements.
Certain information and footnote disclosures normally present in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (U.S. GAAP) were
omitted pursuant to such rules and regulations. The results for the three
months ended June 30,2016, are not necessarily indicative of the results
to be expected for the year ending December 31, 2016.
USE OF ESTIMATES
The preparation of unaudited financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
CASH
Cash and cash equivalents include cash on hand and on deposit at
banking institutions as well as all highly liquid short-term investments
with original maturities of 90 days or less. The Company did not have
cash equivalents as of June 30, 2016.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The
Company places its cash with high quality banking institutions.
The Company did not have cash balances in excess of the Federal Deposit
Insurance Corporation limit as of June 30, 2016.
______________________________________________________________________
POWERCOMM HOLDINGS
Notes to Unaudited Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. 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. Valuation allowances
are established when it is more likely than not that some or all of the
deferred tax assets will not be realized. As of June 30, 2016 there
were no deferred taxes due to the uncertainty of the realization of
net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflect
the potential dilution that could occur if securities or other
contracts to issue common stock was exercised or converted into common
stock or resulted in the issuance of common stock that then shared
in the loss of the entity. As of June 30, 2016, there are no outstanding
dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed
at fair value in the unaudited financial statements on a recurring
basis. Additionally, the Company adopted guidance for fair value
measurement related to nonfinancial items that are recognized and
disclosed at fair value in the unaudited financial statements
on a nonrecurring basis. The guidance establishes a fair value
hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate
their fair values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to
date and has sustained an operating loss of $3,000 from January 1,
2016 to June 30, 2016. The Company had a working capital deficit
of $9,500 and an accumulated deficit of $10,558 as of June 30, 2016.
The Company's continuation as a going concern is dependent on its
ability to generate sufficient cash flows from operations to meet
its obligations and/or obtaining additional financing from its members
or other sources, as may be required.
______________________________________________________________________
POWERCOMM HOLDINGS INC.
Notes to Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared
assuming that the Company will continue as a going concern; however,
the above condition raises substantial doubt about the Company's ability
to do so. The unaudited financial statements do not include any
adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue
as a going concern.
In order to maintain its current level of operations, the Company
will require additional working capital from either cash flow from
operations or from the sale of its equity. However, the Company
currently has no commitments from any third parties for the purchase
of its equity. If the Company is unable to acquire additional working
capital, it will be required to significantly reduce its current level
of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board
is issuing this Update as part of its initiative to reduce complexity
in accounting standards (the Simplification Initiative). The objective
of the Simplification Initiative is to identify, evaluate, and improve
areas of generally accepted accounting principles (GAAP) for which cost
and complexity can be reduced while maintaining or improving the
usefulness of the information provided to users of financial statements.
Current GAAP requires an entity to separate deferred income tax
liabilities and assets into current and noncurrent amounts in a
classified statement of financial position. To simplify the presentation
of deferred income taxes, the amendments in this Update require that
deferred tax liabilities and assets be classified as noncurrent in a
classified statement of financial position. The amendments in this
Update apply to all entities that present a classified statement of
financial position. The current requirement that deferred tax liabilities
and assets of a tax-paying component of an entity be offset and presented
as a single amount is not affected by the amendments in this Update.
For public business entities, the amendments in this Update are effective
for financial statements issued for annual periods beginning after
December 15, 2016, and interim periods within those annual periods.
Earlier application is permitted for all entities as of the beginning
of an interim or annual reporting period. The Company is still in the
process of evaluating future impact of adopting this standard.
On June 12, 2015, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2015-10-Technical
Corrections and Improvements. The amendments in this Update cover a
wide range of Topics in the Codification. The amendments in this Update
represent changes to make minor corrections or minor improvements to the
Codification that are not expected to have a significant effect on
current accounting practice or create a significant administrative cost
to most entities. This Accounting Standards Update is the final
version of Proposed Accounting Standards Update 2014-240-Technical
Corrections and Improvements, which has been deleted.
Transition guidance varies based on the amendments in this Update. The
amendments in this Update that require transition guidance are
effective for all entities for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2015. Early adoption
is permitted, including adoption in an interim period. All other
amendments will be effective upon the issuance of this Update.
Management is in the process of assessing the impact of this ASU
on the Company's financial statements.
On April 30, 2015, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2015-06 Earnings per
Share (Topic 260): Effects on Historical Earnings per units of Master
Limited Partnership Dropdown Transaction. Under Topic 260, Earnings
per Share, Master Limited partnerships (MPLS) apply the two class method
to calculate earnings per unit (EPU) because the general partner,
limited partners, and incentive distribution rights holders each
participate differently on the distribution of available cash. When
a general partner transfers or (drops down) net assets to a master
limited partnership and that the transaction is accounted for as a
transaction between entities under common control, the statement of
operations of the master limited partnership are adjusted
retrospectively to reflect the dropdown transaction as it occurred
on the earliest date during which the entities were under common
control. The amendments in this update specify that for the purpose of
calculating historical EPU under the two-class method, the earning
(losses) of a transferred business before the late dropdown transaction
should be allocated entirely to the general partner interest, and
previously reported EPU of the limited partners would not change as
a result of a dropdown transaction. Qualitative disclosure about
how the rights to earnings (losses) differ before and after the
dropdown transaction occurs also are required. This Accounting
Standards Update is the final version of Proposed Accounting Standards
Update EITF-14A Earnings Per Share Effects on Historical Earnings per
Unit of Master Limited Partnership Dropdown Transactions (Topic 260),
which has been deleted. Effective for fiscal years beginning after
December 15, 2015, and interim periods within those fiscal years.
Earlier application is permitted. The amendments in
this Update should be applied retrospectively for all financial
statements presented. Management is in the process of assessing the
impact of this ASU on the Company's financial statements.
Note 4 ACCRUED EXPENSE
As of June 30, 2016, the Company had an accrued professional expense
of $9,500.
NOTE 5 STOCKHOLDERS' DEFICIT
On January 22, 2015, the Company issued 20,000,000 founders common stock
to two directors and officers. On September 14, 2015, the Company
redeemed 19,500,000 of then outstanding 20,000,000 shares at a redemption
price of $.0001 per share for an aggregate redemption price of $1,950.
On September 15, 2015, the Company issued 20,000,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 at par, to
David Kwasnik as a party of the change in control of the Company.
The Company is authorized to issue 100,000,000 Shares of common stock and
20,000,000 shares of preferred stock. As of June 30, 2016 20,500,000
shares of common stock and no preferred stock were issued and outstanding.
NOTE 6 SUBSEQUENT EVENT
Management has evaluated subsequent events through October 5, 2016,
the date which the financial statements were available to be issued.
All subsequent events requiring recognition as of June 30, 2016 have been
incorporated into these financial statements and there are no subsequent
events that require disclosure in accordance with FASB ASC Topic 855,
Subsequent Events.
______________________________________________________________________
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PowerComm Holdings Inc. was incorporated on January 12, 2015 under the laws
of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.
PowerComm Holdings Inc. (PowerComm or the Company) is a blank check
company and qualifies as an "emerging growth company" as defined in the
Jumpstart Our Business Startups Act which became law in April, 2012.
Since inception the Company operations to date of the period covered
by this report have been limited to issuing shares of common stock to its
original shareholders and filing a registration statement on Form 10 on
March 2, 2015 with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 as amended to register its class of common
Stock and effecting a change of control.
On September 14, 2015, the following events occurred in the change of control:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares
of outstanding stock at a redemption price of $0.0001 per share for an
aggregate redemption price of $ 1,950.
James Cassidy and James McKillop, the then current officers and directors
resigned.
David Kwasnik was named the sole director and officer of the Company.
On September 15, 2015, the Company issued 20,000,000 shares of its common
stock to David Kwasnik.
The Company filed a Form 8-K noticing the change of control.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company intends to develop
through a business combination with an ongoing company otherwise a company
designed to serve as a holding company for certain privately owned power
transmission, distribution, telecommunications, fiber optic, cellular
communications, excavation, dredging, gas and oil pipeline, road and
bridge, wind and solar, alternative energy, bio-fuels, and bio-coal
construction companies.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of June 30, 2016 the Company had not generated revenues and had
no income or cash flows from operations since inception. For the six
months ended June 30 2016 the Company had sustained a net loss of $3,000,
and had an accumulated deficit of $10,558 as of June 30, 2016.
At present, the Company has no operations and the continuation of
Company as a going concern is dependent upon financial support from its
stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
PowerComm Holdings Inc.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following shares
of its common stock pursuant to Section 4(2) of the Securities Act
of 1933:
On January 22, 2015, an aggregate of 20,000,000 shares to its then two
officers and directors.
On the September 14, 2015, 19,500,000 of the outstanding 20,000,000
were redeemed.
On September 15, 2015, 20,000,000 shares were issued to David Kwasnik,
the then new officer and director of the Company.
The total outstanding shares of common stock as of the date of this
report is 20,500,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
POWERCOMM HOLDINGS INC.
By: /s/ David Kwasnik
President, Chief Financial Officer
Dated: October 5, 2016
