11/05/2025 | Press release | Distributed by Public on 11/05/2025 14:57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under "Risk Factors," and elsewhere in this Form 10. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.
This discussion is intended to further the reader's understanding of the Company's financial condition and results of operations and should be read in conjunction with the Company's financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company's other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered "off balance sheet" pursuant to disclosure requirements under Item 303(c) of Regulation S-K.
Overview
The Company is a non-operating holding company. Historically, the Company has been involved and invested in gaming and vending businesses, the focus of which was on the entertainment, travel and leisure industries. Current management acquired control of the Company through the purchase of preferred shares in July 2021 and is in the process of identifying operating businesses that are potential candidates for acquisition.
Critical Accounting Policies
The relevant accounting policies are listed below.
Basis of Accounting
The basis is United States generally accepted accounting principles.
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
Comprehensive Income (Loss)
Net income (loss) is equal to comprehensive income (loss).
Income Taxes
As of September 30, 2025, the Company has incurred net operating losses (NOLs) and has not generated taxable income for the three, six and nine-month periods then ended. The Company's deferred tax assets resulting from these NOLs and other temporary differences have been fully offset by a valuation allowance, as management believes it is not more likely than not that the deferred tax assets will be realized in the foreseeable future.
Accordingly, no current or deferred income tax provision has been recorded in the accompanying condensed financial statements.
The Company has also evaluated its tax positions and determined that no material uncertain tax positions exist as of September 30, 2025, in accordance with the guidance under ASC 740-10.
H.R. 1 (the "Tax Reform Law"), effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulting in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduced the federal corporate tax rate from 34% to 21% effective January 1, 2018 for the Company.
The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carry forwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses. Utilization of operating losses and credits may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.
Due to our lack of revenues, we have not incurred any tax obligations for the nine months ended September 30, 2025 and 2024. However, we would anticipate that income tax obligations will arise as we begin to generate significant revenue in the future.
The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.
The federal income tax returns of the Company are subject to examination by the IRS generally for three years after they file.
Year end
The Company's fiscal year-end is December 31.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. We are currently evaluating the provisions of this ASU.
Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024.
Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force,
the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact
on the Company's present or near future financial statements.
Results of Operations
Capitalization
The following table sets forth, as of September 30, 2025, the capitalization of TechCom, Inc. on an actual basis. This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.
| Common stock, $0.00001 par value; 64,990,254 shares issued and outstanding at September 30, 2025 | $ | 650 | ||
| Additional paid-in capital | 2,418,816 | |||
| Deficit accumulated during development stage | (2,709,716 | ) | ||
| Total stockholders' equity (deficit) | $ | (290,150 | ) |
Results of Operations for the three and nine months ended September 30, 2025 and 2024
For the three and nine months ended September 30, 2025 and 2024, we had no revenue.
Costs of revenue during these above same periods were $0.
For the nine months ended September 30, 2025 and 2024, professional and administrative expenses were $35,726 and $44,730, respectively. The decrease of $11,004 in professional and administrative expenses was due to the higher consultation fees in the previous period.
For the nine months ended September 30, 2025 and 2024, professional expenses were $27,445, and $35,190, respectively. The decrease of $7,745 in professional fees was due to the higher consultation fees in the previous period.
For the three months ended September 30, 2025 and 2024, professional and administrative expenses were $11,563 and $18,830, respectively. The decrease of $7,267 in professional fees was due to the higher consultation fees in the previous period.
For the three months ended September 30, 2025 and 2024, professional expenses were $9,645 and $ 17,335 respectively. The decrease of $7,690 in professional fees was due to the higher consultation fees in the previous period.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has no operations and has a stockholders deficit of $290,150 with an accumulated deficit of $2,709,716 at September 30, 2025. The Company intends to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. However, the shareholder is willing to provide necessary financial support minimum for the next 12 months. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Summary of any product research and development that we will perform for the term of our plan of operation
The Company is a shell company with no operations and does not have specific products. Our research and development will depend on future merger with an operational company or companies.
Expected purchase or sale of plant and significant equipment
We do not anticipate the purchase or sale of any plant or significant equipment; as such, items are not required by us at this time.
Significant changes in the number of employees
As of September 30, 2025, the Company's sole officer is Mr. Aziz Ali. He is serving as the Director, Chief Executive Officer and Chief Financial Officer.
Liquidity and Capital Resources
As of September 30, 2025, we had cash of approximately $1,931.
A critical component of our operating plan impacting our continued existence is our ability to obtain additional capital through additional equity and/or debt financing.
We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. These limitations have adversely affected our ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), from other funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all.
As a result of our current liquidity status, no officer or director received cash compensation through September 30, 2025.
Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all, and such financing, if available, might be dilutive.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Basis of Accounting
The basis is United States generally accepted accounting principles.
Cash and Cash Equivalents
The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.
Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.