Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
[ ] 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)
WHITE GROTTO ACQUISITION CORPORATION
(Former 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)
Registrant's telephone number, including area code: 571-259-8773
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 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).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
[ X ] Yes [ ] 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", "non-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 smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
December 31, 2015
Common Stock, par value $0.0001 20,500,000
Documents incorporated by reference: None
_____________________________________________________________________
Part I
Item 1. Business
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.
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. 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.
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, the previous
management and shareholders of the Company will no longer be in control
of the Company. James Cassidy and James McKillop, the then current officers
and directors resigned. David Kwasnik was named the sole director and
officer of the Company.
The Company registered its common stock on a Form 10 registration statement
filed pursuant to the Securities Exchange Act of 1934 (the Exchange Act)
and Rule 12(g) thereof on March 2, 2015 which became automatically effective
60 days thereafter. The Company files with the Securities and Exchange
Commission periodic and current reports under Rule 13(a) of the Exchange Act,
including quarterly reports on Form 10-Q and annual reports Form 10-K.
[S1]
As of December 31, 2015 the Company had not generated revenues and had no
income or cash flows from operations since inception. At December 31, 2015
the Company had sustained a net loss of $7,558 and had an accumulated
deficit of $7,558. 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.
The Company's independent auditors have issued a report raising substantial
doubt about the Company's ability to continue as a going concern. 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.
Management of the Company will pay all the expenses incurred by the Company.
There is no assurance that the Company will ever be profitable.
On September 14, 2015 the Company effected the following transactions to effect
a change of control:
On September 14, 2105, the Company redeemed 19,500,000 of then outstanding
20,000,000 shares.
James Cassidy and James McKillop, the then current officers and
directors resigned.
On September 15, 2015, the Company issued 20,000,000 shares of
its common stock to David Kwasnik.
With the issuance of the stock and the redemption of 19,500,000 shares
of stock, the Company effected a change in its control. David Kwasnik
was named the sole director and officer of the Company. Pursuant to
the change in control, the Company changed its name to PowerComm
Holdings Inc. The Company may develop its business plan by future
acquisitions or mergers but no agreements have been reached regarding
any acquisition or other business combination.
The Company filed a Form 8-K noticing the change of control
Subsequent Event
There were no reportable subsequent events.
Item 2. Properties
The Company has no properties and at this period there are no agreements
to acquire any properties covered by this report.
Item 3. Legal Proceedings
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Since inception, the Company has sold securities which were not
registered as follows:
NUMBER OF Shares
DATE NAME SHARES Outstanding
January 22, 2015 James Cassidy 10,000,000
September 14, 2016 Redemption (9,700,000) 500,000
January 22, 2015 James McKillop 10,000,000
September 14, 2016 Redemption (9,700,000) 500,000
September 15, 2016 David L. Kwasnik Sr. 20,000,000 20,000,000
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company has no operations nor does it currently engage in
any business activities generating revenues. The Company principal
business objective is to achieve a business combination with a target
company. 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.
No assurances can be given that the Company will be successful in
locating or negotiating with any target company.
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 December 31, 2015, the Company had not generated revenues
and had no income or cash flows from operations since inception.
At December 31, 2015, the Company had sustained a net loss of
$7,558.
Management will pay all expenses incurred by the Company. There is
no expectation of repayment for such expenses.
2015 Year-End Analysis
The Company has received no income and has had no operations
nor expenses other than Delaware state fees, the annual registered
agent fee as required for incorporation, and fees for professional
services rendered by registered independent public accounting firm.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2015
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Subsequent to the period covered by this Report, the Company
changed its auditor and has filed a Form 8-K noticing the termination
of its former accountants and engagement of the new accountants.
Item 9A. Controls 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 fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. 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,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2015, based on the criteria establish in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2015, based on those
criteria. A control system can provide only reasonably, not absolute,
assurance that the objectives of the control system are met and no
evaluation of controls can provide absolute assurance that all control
issues have been detected.
The independent registered public accounting firm for the Company,
has not issued an attestation report on the effectiveness of the Company
internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
Subsequent to a September 14, 2015 change in control:
David Kwasnik Sr. was named the sole director and officer of the Company.
Mr. Kwasnik serves as the sole director and officer of the
Registrant. Since 1995, Mr. Kwasnik has served as the president and chief
executive officer of PowerComm Construction, a privately held company. He
has managed and directed all aspects and technological operations, procurement
and project management activities for the company's telecommunications, power
transmission and distribution construction projects. The Company has no full
time employees.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.
The Company has no operations or business and did not receive any
revenues or investment capital. The adoption of an Ethical Code at
this time would not serve the primary purpose of such a code to provide
a manner of conduct as the development, execution and enforcement of
such a code would be by the same persons and only persons to whom
such code applied. Furthermore, because the Company does not have
any activities, there are no activities or transactions which would
be subject to this code. The Company does not maintain an Internet
website on which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. The Company has no activities, and receives no revenues.
Item 11. Executive Compensation
The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has he
received such compensation in the past. The officer/director
is not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company as it has no employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth, as of December 31, 2015, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
David L. Kwasnik, Sr. 20,000,000 97.6
3429 Ramsgate Terrace
Alexandria, VA 22309
James M. Cassidy 250,000 1.2
215 Apolena Avenue
Newport Beach, CA 92662
James K. McKillop 250,000 1.2
9454 Wilshire Blvd
Beverly Hills, CA 90212
Item 13. Certain Relationships and Related Transactions and
Director Independence
As of December 31, 2015, the Company had issued 20,000,000 shares 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 December 31, 2015
20,500,000 shares of common stock and no preferred common stock were
issued and outstanding.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for Delaware state fees, registered agent fee and accounting fees.
Audit Fees
The Company does not currently have an audit committee and has
incurred $6,900 in audit fees.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith.
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
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FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2015 2
Statement of Operations for the period from January 12, 2015
(Inception) to December 31, 2015 3
Statement of Changes in Stockholders' Deficit for the Period
from January 12, 2015 (Inception) to December 31, 2015 4
Statement of Cash Flows for the period from January 12, 2015
(Inception) to December 31, 2015 5
Notes to Financial Statements 6-9
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of POWERCOMM HOLDINGS INC.
We have audited the accompanying balance sheet of PowerComm Holdings Inc.
(formerly White Grotto Acquisition Corporation)
(the Company) as of December 31, 2015, and the related
statement of operations, changes in stockholders' deficit, and
cash flows for the period from January 12, 2015 (Inception)
through December 31, 2015. The Company's management is responsible
for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
as of December 31, 2015, and the results of its operations and its cash
flows for the period from January 12, 2015 (Inception) through December
31, 2015, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2
to the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which
includes the raising of additional equity financing or merger with
another entity. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ KCCW Accountancy Corp.
Diamond Bar, CA
September 30, 2016
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
BALANCE SHEET
ASSETS
December 31, 2015
-----------------
Current assets
Cash $ -
-----------------
Total assets $ -
=================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses $ 6,500
-----------------
Total liabilities $ 6,500
-----------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized;
none outstanding -
Common Stock, $0.0001 par value, 2,050
100,000,000 shares authorized;
20,500,000 shares issued and
outstanding as of December 31, 2015
Discount on Common Stock (2,050)
Additional paid-in capital 1,058
Accumulated deficit (7,558)
-----------------
Total stockholders' deficit (6,500)
-----------------
Total Liabilities and stockholders' deficit $ -
=================
The accompanying notes are an integral part of these financial statements
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
STATEMENT OF OPERATIONS
For the period from January 12,
2015 (Inception) to
December 31, 2015
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 7,558
-----------------
Operating loss (7,558)
-----------------
Loss before income taxes (7,558)
-----------------
Income tax expense -
-----------------
Net loss $ (7,558)
=================
Loss per share - basic and diluted $ -
=================
Weighted average shares-basic and diluted 20,099,125
=================
The accompanying notes are an integral part of these financial statements
3
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
Total
Discount Addi- Stock
Common Stock on tional Accumu holders
-------------------- Common Paid-In lated Defi-
Shares Amount Stock Capital Deficit cit
Balance, January 12,
2015 (Inception) - $ - $ - $ - $ - $-
Issuance of
common stock on
Janurary 22, 2015 at par 20,000,000 2,000 (2,000) - - -
Redemption of
common stock on
September 14,2015 at par (19,500,000) (1,950) 1,950 - - -
Issuance of
common stock on
September 15, 2015 at par 20,000,000 2,000 (2,000) - - -
Additional paid-in capital - - - 1,058 - 1,058
Net loss - - - (7,558) (7,558)
----------- ------- ------- ------- ------- -------
Balance,
December 31, 2015 20,500,000 $ 2,050 $(2,050) $1,058 $(7,558) $(6,500)
=========== ======= ======== ====== ===== =====
The accompanying notes are an integral part of these financial statements
4
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
STATEMENT OF CASH FLOWS
For the period from
January 12, 2015
(Inception) to
December 31, 2015
------------------
OPERATING ACTIVITIES
Net loss $ (7,558)
Non-Cash adjustments to reconcile loss
to net cash
Expenses paid by stockholder and
contributed as capital 1,058
Changes in Operating Assets and Liabilities
Accrued expenses 6,500
------------------
Net cash used in operating activities -
------------------
Net increase in cash -
Cash, beginning of period -
------------------
Cash, end of period $ -
==================
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income Tax $ -
==================
Interest $ -
==================
The accompanying notes are an integral part of these financial statements
5
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
Notes to the Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
POWERCOMM HOLDINGS INC. (formerly White Grotto Acquisition Corporation)
(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. The Company has been
in the developmental stage since inception and its operations to date have
been limited to issuing shares to its original shareholders, filing a
registration statement on Form 10-12G to register its class of common stock
and effecting a change in control.
The Company will attempt to locate and negotiate with a business entity for
the combination of that 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 a 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
or 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 financial statements. Such
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 financial statements.
USE OF ESTIMATES
The preparation of 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 December 31, 2015.
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 December 31, 2015.
5
______________________________________________________________________
POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
) Notes to the 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 December 31, 2015, 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 were 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 December 31, 2015, 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 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 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.
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.
6
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POWERCOMM HOLDINGS INC.
(formerly White Grotto Acquisition Corporation)
Notes to the 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 Transactions. Under Topic 260, Earnings Per Share,
master limited partnerships (MLPs) 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 in the distribution of available cash. When a general partner
transfers (or "drops down") net assets to a master limited partnership
and that transaction is accounted for as a transaction between entities
under common control, the statements of operations of the master limited
partnership are adjusted retrospectively to reflect the dropdown
transaction as if it occurred on the earliest date during which the
entities were under common control. The amendments in this Update
specify that for purposes of calculating historical EPU under the two-class
method, the earnings (losses) of a transferred business before the date
of a 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
disclosures about how the rights to the 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.
In January 2015, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2015-01 Income
Statement Extraordinary and Unusual Items (Subtopic 225-20):
Simplifying Income Statement Presentation by Eliminating the
Concept of Extraordinary Items. The objective of this Update
is to simplify the income statement presentation requirements in
Subtopic 225-20 by eliminating the concept of extraordinary items.
Extraordinary items are events and transactions that are
distinguished by their unusual nature and by the infrequency
of their occurrence. Eliminating the extraordinary classification
simplifies income statement presentation by altogether removing
the concept of extraordinary items from consideration. This
Accounting Standards Update is the final version of Proposed
Accounting Standards Update 2014-220 Income Statement
Extraordinary Items (Subtopic 225-20), which has been deleted.
Effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2015. A reporting
entity may apply the amendments prospectively. A reporting entity
also may apply the amendments retrospectively to all prior periods
presented in the financial statements. Early adoption is permitted
provided that the guidance is applied from the beginning of the
fiscal year of adoption. The effective date is the same for both
public business entities and all other entities. Management is
in the process of assessing the impact of this ASU on the Company's
financial statements.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating loss of $7,558 from inception (January 12, 2015)
to December 31, 2015. The Company had a working capital deficit of $6,500
and an accumulated deficit of $7,558 as of December 31, 2015. The Company
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.
The accompanying 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
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 - ACCRUED EXPENSE
As of December 31, 2015, the Company had an accrued professional
expense of $6,500.
NOTE 4 - STOCKHOLDERS' EQUITY
On January 22, 2015, the Company issued 20,000,000 founders common
stock to two directors and officers. The Company is authorized to
issue 100,000,000 shares of common stock and 20,000,000 shares of
preferred stock. On September 14, 2015, the Company effected the
following transactions to effect a 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
$.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 Mr. David L. Kwasnik Sr, representing 97.5% of
the total 20,500,000 shares of common stock outstanding. The
then current officers and directors then resigned and Mr. David L.
Kwasnik Sr. was appointed and elected as the sole director and Chief
Executive Officer of the Company.
As of December 31, 2015, 20,500,000 shares of common stock and no
preferred stock were issued and outstanding.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through September 30, 2016,
the date which the financial statements were available to be issued.
All subsequent events requiring recognition as of December 31, 2015
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.
7
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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.
POWERCOMM HOLDINGS INC.
By: /s/ David Kwasnik Sr.
President, Chief Financial Officer
Dated: September 30, 2016
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
David Kwasnik Sr. President, Chief Financial Officer September 30, 2016
[S1][S1]These two paragraphs are repeating the third paragraph.
