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

 

FORM 10-Q

 

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

For the quarterly period ended September 30, 2018

 

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

For the transition period from ________________to ________________

 

Tech Central, Inc.

(Name of small business issuer in its charter)

  

 

Tech Central Inc

Abundance Building

43537 Ridge Park Drive

Temecula CA 92590

855-998-4710

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

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

 

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

 

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

 

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

 

TABLE OF CONTENTS

INDEX

  

FINANCIAL STATEMENTS

TECH CENTRAL, INC.

TABLE OF CONTENTS

 

 

 

TECH CENTRAL, INC.

BALANCE SHEETS

September 30, 2018 and December 31, 2017

See accompanying notes to financial statements.

TECH CENTRAL, INC.

Statements of Operations

September 30, 2018 and September 30 2017

Unaudited

See accompanying notes to financial statements.

TECH CENTRAL, INC.

Statements of Cash Flows

September 30, 2018 and September 30, 2017

 

 Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 

See accompanying notes to financial statements.

TECH CENTRAL, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDING SEPTEMBER 30, 2018

 

Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

BUSINESS AND BASIS OF PRESENTATION

Tech Central, Inc. ("TC") was incorporated under the laws of the State of Wyoming on April 28, 2014.

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

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for September 30, 2018 and December 31, 2017 and for the three and nine months ending September 30, 2018 and 2017.

ESTIMATES

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

CASH AND CASH EQUIVALENTS

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2018 and December 31, 2017.

PROPERTY AND EQUIPMENT

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

INVENTORY

 Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.  The company had no inventory as of September 30, 2018 and December 31, 2017.

 

 

 

ACCOUNTS RECEIVABLE AND REVENUE

Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606, which we are adopting early, we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer; We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer's financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.  The September 30, 2018 and December 31, 2017 allowance was determined to be $20,000

 

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

FEDERAL INCOME TAXES

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

NET INCOME PER SHARE OF COMMON STOCK

We have adopted Accounting Standards Codification  (ASC 260) regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

IMPAIRMENT OF LONG-LIVED ASSETS

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

 

 

STOCK BASED COMPENSATION

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

As of September 30, 2018, and December 31, 2017, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Uncertainty, going concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of September 30, 2018, the Company had accumulated deficit of $605,738. As of December 31, 2017, the Company had accumulated deficit of $34,863. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, which raises substantial doubt about the company’s ability to continue as a going concern.

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

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

 

 

 

Note 3- Equipment and Other Assets

The Company purchased film equipment for $22,884, which is comprised of video, lighting and editing equipment. The depreciation expense for September 30, 2018 was $3,432 and for September 30, 2017, $3,432

 

The Company acquired a film script on August 20, 2018 for $50,000 which was paid for with 829,000 shares of stock valued at $.05.  The amortization expense for September 30, 2018 was $833 and for September 30, 2017 was $0.

Note-4 - Commitments and Contingencies

We have an employment agreement with our President Joe Lewis whereby he has agreed to take a salary when he has determined the Company has enough capital to pay a salary. At the quarter ended June 30, 2018 Joe Lewis had a payable of $10,000 for his services. On July 2, 2018 he was issued 10,000,000 shares of stock, of which $10,000 went to reduce the accrued payable. No salary was paid 2017. At September 30, 2018 and 2017 there was no accrual of salaries.

Note 5 - Related Party Transactions

On July 3, 2018, Joe Lewis, CEO was issued 10,000,000 shares of restricted common stock for his services.

 

 

 

Note 6 – Common Stock

On July 3, 2018, Joe Lewis, CEO was issued 10,000,000 shares of restricted common at $.05 per shares for his services rendered for a total of $500,000.

On July 25, 2018 one million (1,000,000) shares of stock valued at $.05 per share for a total of $50,000 was paid for services to Rising Phoenix International for services rendered.

On August 2, 2018 one hundred thousand (100,000) shares of stock valued at $.05 per share for a total of $5,000 was paid to Darlene Riede for services rendered.

On August 16, 2018 five hundred thousand (500,000) shares of stock valued at $.05 per share for a total of $25,000 was paid for services to MCR Enterprises LLC for services rendered.

On August 20, 2018 eight hundred and twenty nine thousand (829,000) shares of stock valued at $.05 per share for a total of $41,450 was paid for a film script to Tala Media Corp.

At the quarter ended September 30, 2018 the Company had 21,265,250 shares issued and outstanding. There were no common stock issuances during 2017.

Note 7 – Subsequent Events

Management has reviewed events between September 30, 2018 to the date that the financials were available to be issued, and there were no significant events identified for disclosure except as identified below.

On October 31, 2018 777 Capital invested $30,000 through the company’s Reg D private offering for 1,500,000 shares of restricted common stock valued at $.05 per share.

 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

GENERAL

 

We were incorporated in Wyoming on April 28, 2014 and we have elected, for the purpose of filing our Registration Statement with the SEC and preparing our audit, December 31 as our fiscal year end.

 

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

 

For the three months ended September 30, 2018 we had gross revenues of $14,250 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $579,574 and a net loss of $565,324 compared to the nine months ended September 30, 2018 in which we had gross revenues of $38,950 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $609,825 and a net loss of $570,875.

For the three months ended September 30, 2017 we had gross revenues of $3,750 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $32,854 and a net loss of $27,204 compared to the nine months ended September 30, 2017in which we had gross revenues of $29,500 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $65,619 and a net loss of $58,278.

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We may also seek equity financing in the future for the California coastal project. At this time, we have no arrangements for any funding source.

In addition, we are seeking potential acquisitions that fit within our business model. At this time, we have not entered into any agreements with any entities.

 

 

 

Significant Accounting Policies and Estimates

 

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

 

Revenue Recognition

 

Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606 we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer; We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer.

 

Use of Estimates

 

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

 

Results of Operations

 

For the Three and Nine Months Ended September 30, 2018 Compared to the Three and Nine Months Ended September 30, 2017 

For the three months period ended September 30, 2018, we had gross revenues of $14,250, and total expenses of $579,574 consisting of professional fees of $9,732 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation and amortization of $1,977, computer and internet expense of $0, consulting fees of $565,000, set expense of $188 rent expense of $205 and general & administrative fees of $2,472 resulting in a loss of $565,324.

 

 

For the three month period ended September 30, 2017, we recognized revenues of $3,750, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $32,854 consisting of professional fees of $3,747 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $1,144, consulting fees of $25,000, marketing credit of $0, Production Audio Video Expense of $746, computer and internet expense of $129, rent expense of $240, general & administrative fees of $1,848 and a credit to income tax expense$1,864, resulting in a loss of $27,240.

 

For the nine month period ended September 30, 2018, we had gross revenues of $38,950, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $609,825 consisting of Production Audio Video Expense of  $188, professional fees of $23,866 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation and amortization of $4,265, computer and internet expense of $0, marketing expense of $599 consulting fees of $576,000, rent expense of $455 and general & administrative fees of $4,452, resulting in a loss of $570,875.

 

For the nine month period ended September 30, 2017, we recognized revenues of $29,500, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses  of $94,869 consisting of professional fees of $17,125 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation of $3,432, consulting fees of $32,500, marketing expense of $3,812, Production Audio Video Expense of $29,110, computer and internet expense of $978, rent expense of $615 general & administrative fees of $7,297 and a credit to income tax expense$7,341 resulting in a loss of $58,278.

Liquidity and Capital Resources

For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017.

The change in shareholders' equity at the quarter ended September 30, 2018 was largely attributable to operating losses incurred in the period and the issuances of stock for services rendered in the amount of $580,000 and the acquisition of a film script for $50,000 as compared to the year ended December 31, 2017 which was largely attributable to operating losses incurred in the period

During the quarter ended September 30, 2018 we had net cash provided in operating activities of $3,090 compared to quarter ended September 30, 2017, where we used $(34,546).

For the quarters ended September 30, 2018 we used $8,550 in investing activities and 2017 we did not use any funds in investing activities. 

For the quarter ended September 30, 2018 we neither generated nor used any funds in financing activities.

and for the quarter ended September 30, 2017 we neither generated nor used any funds in financing activities.

The company has insufficient cash resources available to fund its primary operations. If we do not receive any additional revenue or receive additional funding we would not have the ability to implement our business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third party sources of liquidity.

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

 

 

Plan of Operation

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We may also seek equity financing in the future for the California coastal project. At this time, we have no arrangements for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. At this time, we have not entered into any agreements with any entities.

Marketing and Sales efforts:

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

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

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

-  The ability to establish, maintain and eventually grow market share in a competitive environment.

Income Taxes

We had taxes payable of $0 at the quarter ended September 30, 2018 as compared to taxes payable of $0 at the year ended December 31, 2017.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

 

Item 4. Controls and Procedures

   

Evaluation of Disclosure Controls and Procedures

 

An evaluation was performed under the supervision of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2018, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to material weaknesses in our internal controls as described in the December 31, 2017 annual report.

 

Changes in Internal Control Over Financial Reporting.

 

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company was not subject to any legal proceedings during the nine months period ended September 30, 2018 or 2017 and to the best of our knowledge and belief no proceedings are currently threatened or pending.

 

Item 1A. Risk Factors

 

 

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

 

During the nine months ended September 30 2018, 12,429,000 unregistered equity securities were issued and no unregistered equity securities were issued during the nine months ended September 30, 2017. 

Subsequent to the quarter ended September 30, 2018 on October 31, 2018, 777 Capital invested $30,000 through the company’s Reg D private offering for 1,500,000 shares of restricted common stock valued at $.05 per share.

Item 3. Defaults upon Senior Securities

 

No senior securities were issued and outstanding during the three months and nine months ended September 30, 2018 and 2017.

 

Item 4. Mining Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information

 

None.

ITEM 6. EXHIBITS

 

** Filed Herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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