SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2017

 

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 No. 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  ☐    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☐    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller Reporting Company	☒
Emerging growth company	☒

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒

 

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(1) of the Exchange Act. ☐

 

As of November 7, 2017, the Company had 23,330,000 shares of its common stock, par value $.0001 per share, issued and outstanding.

 

 

POWERCOMM HOLDINGS INC.
TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Condensed Consolidated Balance Sheets, June 30, 2017 (unaudited) and December 31, 2016	3
	Condensed Statement of Operations, Three and Six Months Ended June 30, 2017 and 2016 (unaudited)	4
	Condensed Statements of Cash Flows, Six Months Ended June 30, 2017 and 2016 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 5.	Other Information	13
Item 6.	Exhibits	13

  

 

POWERCOMM HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		June 30,				December 31,
		2017				2016
		(Unaudited)				*
Assets
Current Assets
Cash and cash equivalents		$	212,455			$	49,744
Accounts Receivable, net			350,562				63,201
Prepaid expenses			86,658				108,942
Total Current Assets			649,675				221,887
Furniture, fixture, and equipment, net			677,175				663,631
Other			1,750				—
TOTAL ASSETS		$	1,328,600			$	885,518
Liabilities and Stockholder’s Equity
Current Liabilities
Short-term loan		$	608,066			$	615,176
Long-term debt, current			121,738				104,974
Accounts payable and accrued expenses			291,249				233,646
Due to related party			185,004				53,133
Other current liabilities			185,745				29,070
Total current liabilities			1,391,802				1,035,999
Other Liabilities							86,449
Long-term debt			337,672				300,156
Total Liabilities			1,729,474				1,422,604
Commitments and contingencies
Stockholder’s Equity
Series A Preferred stock ($0.0001 par value, 20,000,000 shares authorized; 1,000 and none outstanding as of June 30, 2017 and December 31, 2016, respectively)			—				—
Common stock ($0.0001 par value, 100,000,000 shares authorized; 23,300,000 and 20,700,000 outstanding as of June 30, 2017 and December 31, 2016, respectively)		$	2,333			$	2,070
Discount on common stock		$	(2,333	)		$	(2,050	)
Subscriptions received in advance			—				45,000
Additional paid-in capital			133,118				1,538
Retained Earnings (Accumulated deficit)			(533,992	)			(583,644	)
Total Stockholders’ (Deficit) Equity			(400,874	)			(537,086	)
Total Liabilities and Stockholder’s (Deficit) Equity		$	1,328,600			$	885,518

 

* Derived from audited information.

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

POWERCOMM HOLDINGS INC.  

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended,								For the Six Months Ended,
		Jun. 30								Jun. 30
		Apr- Jun 17				Apr- Jun 16				2017				2016
Net Revenue			1,624,630				748,120				2,632,978				1,290,450
Cost of Revenue			(866,064	)			(486,278	)			(1,538,596	)			(838,792	)
Gross Profit			758,566				261,842				1,094,382				451,658
Salaries and Wages			(92,301	)			(80,351	)			(216,359	)			(155,866	)
Stock based compensation			(131,560	)			—				(131,560	)			—
General and Administrative Expense			(276,759	)			(244,249	)			(652,652	)			(508,735	)
Total Operating Expense			(500,620	)			(324,600	)			(1,000,571	)			(664,601	)
Operating Income (loss)			257,946				(62,758	)			93,811				(212,943	)
Other Income (Expense)
Interest Expense			(28,161	)			(14,240	)			(44,159	)			(21,340	)
Other Income (Expense) net
Total Other Income (Expense)			(28,161	)			(14,240	)			(44,159	)			(21,340	)
Income (loss) from operations before income tax			229,785				(76,998	)			49,652				(234,283	)
Net Income (Loss)			229,785				(76,998	)			49,652				(234,283	)
Loss per share - basic and diluted		$	0.01				(0.00	)			0.00				(0.01	)
Weighted average common shares outstanding - basic and diluted			22,983,187				20,500,000				21,847,901				20,500,000

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

POWERCOMM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

		For the period ended June 30, 2017				For the period ended  June 30, 2016
Cash Flow from Operating Activities
Net Income			49,652				(234,283	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			105,936				62,443
Stock based compensation			131,560
Changes in operating assets and liabilities:
Change in current assets			(265,077	)			196,124
Change in current liabilities			110,339				(131,220	)
Net cash provided by (used in) operating activities			132,410				(106,936	)
Cash Flow from Investing Activities
Equipment purchase			(7,689	)			(22,292	)
Other			(1,750	)			—
Net cash used in investing activities			(9,439	)			(22,292	)
Cash Flow from Financing Activities
Net proceeds from loans			17,490				156,621
Net proceeds from payable to related party			86,871
Loan payment			(64,621	)			(26,793	)
Net cash provided by financing activities			39,740				129,828
Net Cash increase for the period			162,711				600
Cash, beginning of period			49,744				16,439
Cash, end of period			212,455				17,039
Supplemental Disclosures:
Cash paid during period for:
Interest			44,160				21,340
Taxes			—				—
Non-cash investing activities:
PP&E funded by notes/capital leases			111,791				291,630

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

POWERCOMM HOLDINGS INC.

Notes to Unaudited Condensed Financial Statements

June 30, 2017

 

1. NATURE OF OPERATIONS

 

The Company was incorporated in the State of Delaware on January 12, 2015, and was formerly known as White Grotto Acquisition Corporation (“White Grotto” or “White Grotto Acquisition”). On September 14, 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc.

 

On November 15, 2016, the Company entered into a merger agreement (the “Acquisition”) with PowerComm Construction, Inc., a Virginia corporation (“PCC”). The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC installs, connects and services the energy and communications sectors. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its now wholly-owned subsidiary, PowerComm Construction, Inc. (“PCC” or “PowerComm Construction”).

 

Prior to the current quarter, the Company reported its results on a going concern basis. This reporting was required as up to that period, the Company had operated at a loss for the prior few years, with revenue decreasing from approximately $3.5 million on an annual basis in the year ended December 31, 2014 to approximately $2.9 million for the year ended December 31, 2016. In addition, the Company had a working capital deficit as of December 31, 2016 of approximately $0.8 million with a cash position of approximately $50,000.

 

During the current quarter, the Company has been able to increase its revenues with its primary customer to such an extent that the Company no longer believes it operates under a going concern. In the three months ended June 30, 2017, the Company was able to generate substantially increased revenues of approximately $1.6 million with profits from operations of approximately $258,000, which generated a net profit for the six months ended June 30, 2017 of approximately $50,000. As of June 30, 2017, the Company has reduced its working capital deficit to $.7 million and increased its cash position to approximately $212,000.

 

In addition, during the six months ended June 30, 2017, the Company was able to generate funds from operations in excess of its capital expenditures of approximately $123,000. In 2017, the Company’s primary customer completed its merger with Exelon, Inc. (survivor of the merger) and the Company has been notified that it is now a preferred vendor with Exelon, Inc. nationally. Given the additional contracts the Company has obtained and the additional contracts the Company is currently bidding upon with its primary customer, the Company believes that it will to continue to substantially increase its revenue base and its profitability in the upcoming quarters into 2018 and 2019 at a minimum.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation:

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated 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 consolidated financial statements.

 

The condensed consolidated balance sheet as of June 30, 2017 and the condensed consolidated statements of operations and cash flows for the six-month period ended June 30, 2017 and 2016 have been prepared by the Company without audit. The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all required year-end disclosures. In the opinion of management, such statements include all adjustments considered necessary to present fairly the Company’s financial position as of June 30, 2017 and December 31, 2016, and its results of operations and cash flows for all periods presented. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K filed by the Company on November 14, 2017.

 

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017.

 

Use of estimates and assumptions:

 

The preparation of consolidated 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 consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

Cash and cash equivalents:

 

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when purchased, to be cash and cash equivalents. As of June 30, 2017, and 2016, the Company had no uninsured deposits in banks respectively.

 

Accounts receivable:

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less allowance for doubtful accounts, as needed. We assess the collectability of accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. While management uses the best information available upon which to base estimates, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis. As of June 30, 2017 and 2016, the Company had no assessed allowance for doubtful accounts respectively.

 

 

POWERCOMM HOLDINGS INC.

Notes to Unaudited Financial Statements

June 30, 2017

 

Fixed assets:

 

Fixed assets consist of computers, furniture and fixtures, machinery and equipment, and trucks and vehicles. They are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

 

Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets as follows:

 

	Useful Life (in years)
Computers	5
Office Furniture and Fixtures	7
Machinery and Equipment	7
Trucks and Vehicles	5

 

The Company applies the provisions of FASB ASC Topic 360 (ASC 360), “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the six months ended June 30, 2017 and six months ended June 30, 2016, there was no impairment of long-lived assets recorded.

 

Revenue recognition:

 

The Company performs underground and overhead utility services primarily in the southeastern region of the United States for utility companies. The Company’s work is performed under cost-plus-fee contracts. The length of the Company’s contracts varies, but are typically two to three years. Revenues are recognized on the accrual basis as services are performed. The Company recognizes service revenue in accordance with GAAP when the following overall fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and (iv) collection of the resulting accounts receivable is reasonably assured. During the six months ended June 30, 2017 and six months ended June 30, 2016, the Company recognized revenue when the above four criteria were met.

The Company’s policy is to invoice its customers and record revenues upon receipt from the customer acceptance of all the work performed in accordance with its requirements at the time of invoicing. Because of this, the Company to date has never had a customer demand re-work performed that the customer did not accept further billing for.

 

Cost of revenue:

 

Costs of revenue include all direct materials, labor costs, equipment and those indirect costs, including depreciation of machinery and equipment, trucks and vehicles, and indirect labor, supplies, tools, repairs and miscellaneous job costs. Changes in job performance, job conditions and estimated profitability, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

3. ACCOUNTS RECEIVABLE

 

Accounts receivable consist of the following:

 

		June 30,				June 30,
		2017				2016
Contract receivables		$	350,562			$	190,008

 

Total contract receivables are expected to be collected within one year, and there is no provision for allowance for doubtful accounts.

 

 

POWERCOMM HOLDINGS INC.

Notes to Unaudited Financial Statements

June 30, 2017

 

4. FIXED ASSETS – PROPERTY, PLANT AND EQUIPMENT, NET

 

Fixed assets consist of the following:

 

		June 30,				June 30,
		2017				2016
Vehicles		$	1,732,054			$	1,532,355
Machinery and equipment			528,400				570,635
Office furniture and fixtures			103,686				103,686
Computer and software			25,201				25,201
		$	2,389,341			$	2,231,877
Less: Accumulated depreciation			(1,712,166	)			(1,475,430	)
Total property, plant and equipment, net		$	677,175			$	756,447

 

5. BANK LOANS

 

Short-term loan

 

Short-term loan represents borrowings from commercial banks due within one year. The short-term loan consists of the following:

 

		June 30,				June 30,
		2017				2016
$450,000 Line of Credit with Burke & Herbert Bank, interest rate at 4.5% annum, renewed annually, due on demand.		$	413,970			$	433,808
$200,000 Line of Credit with Suntrust Bank, interest rate at 9.5% annum, renewed annually, due on demand.			194,096				180,987
Total		$	608,066			$	614,795

 

Interest expense for the six months ended June 30, 2017 and June 30, 2016 amounted to $44,159 and $21,340 respectively.

 

Long-term debt

 

Long-term debt consists of the following:

 

		June 30,				June 30,
		2017				2016
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $666.			21,169				27,722
Note payable to Ally Financial Inc, maturing April 2021, monthly payments of $786.			36,143				—
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $528.			16,871				21,973
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $528.			16,871				21,973
Note payable to Ally Financial Inc, maturing April 2020, monthly payments of $529.			16,835				22,062
Note payable to Burke & Herbert Bank, maturing June 2019, monthly payments of $520.			11,349				16,030
Note payable to Toyota Financial Services, maturing September 2017, monthly payments of $400			1,266				5,463
Note payable to Burke & Herbert Bank, maturing June 2017, monthly payments of $320.			—				3,394
Note payable to Burke & Herbert Bank, maturing August 2016, monthly payments of $556.			—				881
Note payable to Ally Financial Inc, maturing March 2022, monthly payments of $809.63.			38,937				—
Note payable to Chrysler Capital, maturing February 2017, monthly payments of $250			—				1,005
Note payable to John Deere Financial, maturing January 2021, monthly payments of $2,789			117,928				152,892
Note payable to Ford Motor Credit, maturing April 2021, monthly payments of $1,431			57,370				70,740
Note payable to Ford Motor Credit, maturing April 2021, monthly payments of $1,431			57,370				70,740
Note payable to Ford Motor Credit, maturing May 2022, monthly payments of $928			46,347				—
Note payable to GMC Bucket Truck, maturing April 2020, monthly payments of $690			20,954
		$	459,410			$	414,875
Current portion			(121,738	)			(95,886	)
Total		$	337,672			$	318,989

 

All notes are secured by the Company’s vehicles. The obligation under long-term debt is as follows:

 

As of June 30,			Amount
2018			$	121,738
2019				125,234
2020				122,118
2021				75,239
2022				15,081
Thereafter				—
Total			$	459,410

 

 

POWERCOMM HOLDINGS INC.

Notes to Unaudited Financial Statements

June 30, 2017

 

6. STOCKHOLDER’S EQUITY

 

In the six months ended June 30, 2017, the Company designated 1,000 shares of preferred stock as Series A. The Series A Preferred Shares carry no dividend and no liquation rights, but so long as 1 share of Series A remains outstanding, the Series A class is provided with the right to vote as a class having the equivalent of 51% of the total vote outstanding. In addition, the Series A class is allowed to vote on all shareholder matters. Changes to provisions of the Series A Preferred Shares require an affirmative vote of at least 60% of the Series A shareholders.

 

In April 2017, the board of directors of the Company authorized the issuance of 1,000 shares of Series A Preferred Stock to its CEO. The Company valued these shares at a 20% control premium to its common shares (see valuation below)

 

As of December 31, 2016, and December 31, 2015, 20,700,000 and 20,500,000 shares of common stock and no preferred stock were issued and outstanding, respectively.

 

As of June 30, 2017, the Company has 1,000 shares of Series A Preferred Stock and 23,330,000 shares of its common stock outstanding.

 

In April 2017, the board of directors of the Company authorized the issuance of a private placement of the Company’s common stock in which the Company sold 160,000 shares of its common stock for gross proceeds of $160. The Company has accounted for this issuance at the price per share determined from its issuance of common shares (described below) to certain vendors for services provided of $0.05 per share, and has recorded total cost for this issuance of $8,000.

In April 2017, the board of directors of the Company authorized the issuance of 2,470,000 shares of its common stock to certain employees and non-employees. The Company determined the value of the common shares based on the non-employee shares issued at the cost of the services provided of $0.05 per common share. The Company recorded compensation cost of $123,500 for these issuances.

 

On November 15, 2016, the Company, entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the Company issued to PCC 200,000 shares of its common stock, valued at $0.001 per share, in exchange for all of the issued and outstanding stock of PCC to complete the share exchange and restructuring of entities under common control. Mr. David Kwasnik, who is the officer, director and majority shareholder of the Company, was the sole shareholder of PCC prior to the acquisition.

 

The Company has accounted for the acquisition of PowerComm Construction, Inc. by PowerComm Holdings, Inc. as a recapitalization and not as a business combination, in which PCC has re-domiciled itself to Delaware from Virginia. In certain circumstances, the ownership of both entities could trigger reporting under the consolidation provisions prior to the recapitalization under related party and variable interest entity requirements, however, in this instance, because PCH was truly a public shell, as defined by the Securities and Exchange Commission, management believes that recapitalization accounting presents the most accurate and appropriate accounting for this transaction.

 

In the prior Form 10-Q issued by the Company, the Company reported it had sold 20,000 shares of its common stock for $1 per share. That disclosure was in error. The $20,000 was an advance by an individual that the Company has determined is a related party and is included in the amount shown on the balance sheet as of June 30, 2017 under related party advances (see Note 7). The Company has chosen to not restate its prior quarterly filing as the Company believes the $20,000 liability and not equity is not material.

 

7. DUE TO RELATED PARTY

 

There are two related parties with amounts due from PCC. Mr. Kwasnik has advanced the Company operating capital totaling $85,004, and James Cooper has advanced the Company operating capital of $100,000. The total, $185,004, is unsecured. There is no written agreement, and funds are due on demand with no maturity date, and bearing no interest.

 

The Company has not imputed any interest on the amounts advanced by its related parties during the six months ended June 30, 2017 as it was not deemed material.

 

8. CONCENTRATION OF CREDIT RISK

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2017, and June 30, 2016, the Company does not have any amounts in excess of the FDIC insured limit.

 

For the six months ended June 30, 2017 and six months ended June 30, 2016, service revenue from Potomac Electric Power Co (“PEPCO”) accounted for 79% and 100% of the Company’s net revenue, respectively.

 

9. COMMITMENTS AND CONTINGENCIES

 

Litigation

 

In April 2014, Gregory Randolf, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland District Court. The lawsuit alleges that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company believes that Mr. Randolf’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company offered $100,000 to settle the case. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, the settlement agreement was approved by court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the company made payments to plaintiffs in the total amount of $100,000.

 

In May, 2015, the Company filed a complaint against Riverport Insurance Services (“Riverport”) in Circuit Court for Montgomery County, Maryland, for failing to defend a worker’s compensation claim previously filed against the Company. The Company is seeking a declaration from the Court that Riverport owned the Company a duty to defend the subject workers’ compensation claim. The Company seeks recovery of attorneys’ fees and costs incurred in defending against the claim, and attorneys’ fees and costs incurred in litigating the complaint. Trial for this litigation was scheduled for June 2, 2016. On September 14, 2016, a judgment of the litigation against Riverport was entered in favor of the Company in the amount of approximately $45,000. No contingent gain was recorded by the Company as of June 30, 2017.

 

 

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

 

The following discussion should be read in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

 

Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the software industry, the success of our product development, marketing and sales activities, vigorous competition in the construction industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.

 

Overview

 

PowerComm Holdings, Inc., through its wholly owned subsidiary PowerComm Construction, Inc., installs, connects and services the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC has provided for almost 20 years a diverse range of power services, telecommunications and fiber optic services and cellular services. PCC is a longstanding service provider that works on complex projects for industry leaders. PCC service crews perform electrical power line work on overhead and underground power distribution infrastructures as well as on transmission and sub-transmission lines.

 

The Company has expertise in a variety of electric utility, fiber optic, and telecommunications construction and maintenance services and is qualified also to do business in all 50 states, the District of Columbia and Puerto Rico The current business of the Company is in electric utility, fiber optic, and telecommunications construction and maintenance services. The Company installs, connects and services the energy and communications sectors. Experienced teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The Company has its headquarters in Northern Virginia, with offices in Southern Maryland, Nashville, Tennessee, and Washington, D.C.

 

The Company has filed a registration statement on Form S-1 to register the resales of common stock shares held by certain existing shareholders of the Company. As of the date of this Report, the registration statement was under review by the U.S. Securities and Exchange Commission.

 

For the six months ended June 30, 2017, the Company generated $2,632,978 in net revenues and had net income of $49,652. As of June 30, 2017, the Company had an accumulated deficit of $533,992.

 

Prior to the current quarter, the Company reported its results on a going concern basis. This reporting was required as up to that period, the Company had operated at a loss for the prior few years, with revenue decreasing from approximately $3.5 million on an annual basis in the year ended December 31, 2014 to approximately $2.9 million for the year ended December 31, 2016. In addition, the Company had a working capital deficit as of December 31, 2016 of approximately $0.8 million with a cash position of approximately $50,000.

During the current quarter, the Company has been able to increase its revenues with its primary customer to such an extent that the Company no longer believes it operates under a going concern. In the three months ended June 30, 2017, the Company was able to generate substantially increased revenues of approximately $1.6 million with profits from operations of approximately $258,000, which generated a net profit for the six months ended June 30, 2017 of approximately $50,000. As of June 30, 2017, the Company has reduced its working capital deficit to $.7 million and increased its cash position to approximately $212,000.

In addition, during the six months ended June 30, 2017, the Company was able to generate funds from operations in excess of its capital expenditures of approximately $123,000. In 2017, the Company’s primary customer completed its merger with Exelon, Inc. (survivor of the merger) and the Company has been notified that it is now a preferred vendor with Exelon, Inc. nationally. Given the additional contracts the Company has obtained and the additional contracts the Company is currently bidding upon with its primary customer, the Company believes that it will to continue to substantially increase its revenue base and its profitability in the upcoming quarters into 2018 and 2019 at a minimum.

 

Revenues and Losses

 

During the six months ended June 30, 2017, the Company posted net revenues of $2,632,978, total operating expenses of $1,000,571, consisting of salary and wage expenses of $216,359, stock based compensation of $131,560 and other general and administrative expenses of $652,652, and a net income of $49,652. During the six months ended June 30, 2016, the Company posted net revenues of $1,290,450, total operating expenses of $664,601, consisting of salary and wage expenses of $155,866 and other general and administrative expenses of $508,735, and net loss of $234,283.

 

During the six months ended June 30, 2017, the Company incurred cost of revenue of $1,538,596, compared to cost of revenue of $838,792 for the six months ended June 30, 2016. The increase in cost of revenue was a result of increased costs from customer contracts.

 

Based on past performance, the Company is dependent on revenues generated from Potomac Electric Power Co. For the six months ended June 30, 2017 and six months ended June 30, 2016, service revenue from Potomac Electric Power Co (“PEPCO”) accounted for 79% and 100% of the Company’s net revenue, respectively.

 

 

Liquidity and Capital Resources

 

As of June 30, 2017, the Company had improved its working capital position from a deficit of $0.8 million to $0.7 million as of December 31, 2016 and had also increased its cash position to approximately $212,000 from approximately $50,000 as of December 31, 2016. In addition, for the six months ended June 30, 2017, the Company’s cash flows from operations in excess of its capital expenditures increased to approximately $123,000. The Company has been notified that it is now a preferred vendor for all of Exelon Corp. and has begun receiving new contracts and has begun bidding on additional contracts. In 2017, the Company has significantly increased its revenue run rate and expects the increases to continue into 2018 and 2019. The increased revenue has allowed the Company to begin operating profitably and the Company expects that those conditions will not only continue but increase in the coming quarters as new contracts are received and executed upon. 

Discussion of the six months ended June 30, 2017 as compared to the six months ended June 30, 2016

 

For the six months ended June 30, 2017, the Company posted net income of $49,652. At June 30, 2017, it had an accumulated deficit of approximately $533,992. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.

 

Net revenues during the six months ended June 30, 2017 were $2,632,978 as compared to net revenues for the six months ended June 30, 2016 of $1,290,450. The increase resulted from the resolution of the Pepco-Exelon merger, which caused delays that negatively affected the Company’s business in 2016.

 

During the six months ended June 30, 2017, the Company posted a cost of revenue of $1,538,596, salary and wages of $216,359, stock based compensation of $131,560 and general and administrative expenses of $652,652, as compared to a cost of revenue of $838,792, salary and wages of $155,866, stock based compensation of $0 and general and administrative expenses of $508,735 for the six months ended June 30, 2016. These increases in costs largely resulted from increases in labor and administrative costs related to the expansion of the Company’s business. The increased gross profit percentage achieved in 2017 compared to 2016 was the direct result of the Company using its own employees in 2017 versus using outside contractor in 2016.

 

During the six months ended June 30, 2017, the Company posted net income of $49,652 as compared to net loss of $234,283 for the six months ended June 30, 2016. The decrease in net loss resulted from increases in gross profit related to the expansion of the Company’s business.

 

For the six months ended June 30, 2017, the Company generated cash from operating activities of $132,410. During such period, the Company also used cash in investing activities in the amount of $9,439 and generated cash from financing activities of $39,740. In comparison, for the six months ended June 30, 2016, the Company used cash in operating activities of $106,936, used cash in investing activities in the amount of $22,292 and generated cash from financing activities of $129,828.

 

Discussion of the three months ended June 30, 2017 as compared to the three months ended June 30, 2016

 

Net revenues during the three months ended June 30, 2017 were $1,624,631 as compared to net revenues for the three months ended June 30, 2016 of $748,120. The increase resulted from the resolution of the Pepco-Exelon merger, which caused delays that negatively affected the Company’s business in 2016.

 

During the three months ended June 30, 2017, the Company posted a cost of revenue of $866,065, salary and wages of $92,301, stock based compensation of $131,560 and general and administrative expenses of $276,759, as compared to a cost of revenue of $486,278, salary and wages of $80,351, stock based compensation of $0 and general and administrative expenses of $244,249 for the three months ended June 30, 2016. These increases in costs largely resulted from increases in labor and administrative costs related to the expansion of the Company’s business. The increased gross profit percentage achieved in 2017 compared to 2016 was the direct result of the Company using its own employees in 2017 versus using outside contractor in 2016.

 

During the three months ended June 30, 2017, the Company posted net income of $229,785 as compared to net loss of $76,998 for the three months ended June 30, 2016. The decrease in net loss resulted from increases in gross profit related to the expansion of the Company’s business. 

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Potential Revenue

 

The Company intends to earn revenue from executing its business plan and continuing to provide electric utility, fiber optic, and telecommunications construction and maintenance services through its wholly owned subsidiary, PowerComm Construction, Inc.

 

 

Critical Accounting Policies

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by a smaller reporting company.

 

ITEM 4. Controls and Procedures.

 

Disclosure 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 period covered by this report by the Company’s principal executive officer (who is also the principal financial officer) in consultation with an outside accounting advisor.

 

Based upon that evaluation, the Company’s principal executive officer has concluded that the Company’s disclosure controls and procedures are not 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.

 

The Company intends to engage outside accounting advisors to assist the Company in implementing effective disclosure controls and procedures.

 

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.

 

Since inception, the Company has issued shares of common stock which were not registered as follows:

 

The Company (as White Grotto Acquisition Corporation) issued an aggregate of 20,000,000 shares on formation in January 2015 pro rata (10,000,000 each) to James Cassidy and James McKillop, at a purchase price equal to $0.001 per share, of which all but an aggregate of 500,000 shares were redeemed pro rata at the purchase price.

 

On September 16, 2015, the Company issued 20,000,000 shares of its common stock to David Kwasnik, at a purchase price equal to $0.001 per share, as part of a change in control.

 

 

On November 15, 2016, pursuant to the Acquisition, the Company issued 200,000 shares of its common stock, valued at $0.001 per share, in exchange for all the outstanding shares of PCC then held by the sole shareholder, David Kwasnik.

 

On April 12, 2017, the Company issued 160,000 shares of its common stock to 16 shareholders, at a purchase price equal to $0.001 per share, as part of a private placement for total proceeds of $160.00, pursuant to executed subscription agreements under a Regulation D offering or other private placement of securities. Each of these transactions was issued as part of the private placement of securities by the Company in which no underwriting discounts or commissions applied to any of the transactions. The Company conducted such private placement offering in order to build a base of shareholders and establish relationships with a variety of shareholders.

 

On April 12, 2017, the Company issued 2,470,000 shares of its common stock to 28 employees and consultants, at a cost basis of $0.0001 per share, in exchange for services rendered to the Company.

 

On June 7, 2017, the Company issued 1,000 shares of its Series A Preferred Stock to David Kwasnik, the Company’s sole officer and director, at a purchase price of $0.0001 per share, for total proceeds of $0.10.

 

ITEM 5. OTHER INFORMATION

 

No Changes in Nomination Procedures

 

During the quarter covered by this Report, there were not any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

Exhibit No.		Description
2.1		Agreement and Plan of Reorganization between PowerComm Holdings, Inc. and PowerComm Construction, Inc. (filed as exhibit to the Form 8-K filed November 23, 2016)
3.1		Certificate of Incorporation (filed as exhibit to the Form 10-12G filed March 3, 2015)
3.2		By-laws (filed as exhibit to the Form 10-12G filed March 3, 2015)
3.3		Sample stock certificate (filed as exhibit to the Form 10-12G filed March 3, 2015)
10.1		Master Agreement for Services between Southern Company Services, Inc. and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
10.2		Master Services Agreement between RCN Telecom Services LLC and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
10.3		Construction Contract between PHI Service Company and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
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.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

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.

 

Dated: November 9, 2017

 

	POWERCOMM HOLDINGS, INC.
	By:	/s/ David Kwasnik
	Name:	David Kwasnik
	Title:	Chief Executive Officer, Chief Financial Officer