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 September 30, 2015
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 SHEET
(UNAUDITED)
September 30, 2015
------------
ASSETS
Total assets $ -
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses $ 1,500
------------
Total liabilities 1,500
------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
issued and outstanding as of September 30,2015 -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,500,000 shares issued
and outstanding as of September 30,2015 2,050
Discount on Common Stock (2,050)
Additional paid-in capital 939
Accumulated deficit (2,439)
------------
Total stockholders' deficit (1,500)
------------
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 from
For the three January 12, 2015
Months ended (Inception) to
September 30, 2015 September 30, 2015
----------------- -----------------
Revenue $ - $ -
Cost of revenue - -
----------------- -----------------
Gross profit - -
Operating expenses 1,727 2,439
----------------- -----------------
Operating loss (1,727) (2,439)
----------------- -----------------
Loss before income taxes (1,727) (2,439)
----------------- -----------------
Income tax expense - -
----------------- -----------------
Net loss $ (1,727) $ (2,439)
================== ==================
Loss per share - basic and diluted $ - $ -
================== ==================
Weighted average shares-basic and diluted 19,869,565 19,952,191
================== ==================
The accompanying notes are an integral part of these unaudited
financial statements.
3
______________________________________________________________________
POWERCOMM HOLDINGS INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the period from
January 12, 2015
(Inception) to
September 30,2015
--------------
OPERATING ACTIVITIES
Net loss $ (2,439)
Non-cash adjustments to reconcile net loss to
net cash:
Expenses paid for by stockholder and
contributed as capital 939
Changes in Operating Assets and Liabilities:
Accrued expenses 1,500
-------------
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 then 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 PowerComm 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.
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. These financial statements should be
read in conjunction with the audited financial statements and footnotes
included in the Company's Annual Report on Form 10-K filed with the SEC on
April 17, 2015. The results for the three months ended September 30,2015,
are not necessarily indicative of the results to be expected for the year
ending December 31, 2015.
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 September 30, 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 September 30,
2015.
______________________________________________________________________
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 September 30, 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 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
September 30, 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
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 $2,439 from inception (January 12, 2015) to
September 30, 2015. The Company had a working capital deficit of $1,500 and an
accumulated deficit of $2,439 as of September 30, 2015. 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 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 EXPENSES
As of September 30, 2015, the Company had an accrued professional fee of $1,500.
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 September 30, 2015, 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 September
30, 2016, the date which the financial statements were
available to be issued. All subsequent events
requiring recognition as of September 30, 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.
______________________________________________________________________
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 the inception of 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, 2105, 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 September 30, 2015 the Company had not generated revenues and had no
income or cash flows from operations since inception. At September 30
2015 the Company had sustained a net loss of $2,439, and had an accumulated
deficit of $2,439.
At present, the Company has no operations and the continuation of the 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, 2105, 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 3, 2016
