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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the Quarterly Period ended March 31, 2024

 

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

 

For the transition period from __________________ to __________________

 

Commission File Number: 000-56041

 

TECHCOM, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   06-1701678

(State or other jurisdiction

of incorporation or

organization)

  

(I.R.S. Employer

Identification No.)

 

2901, 29th Floor, Boulevard Plaza Tower 2,

Burj Khalifa District, Downtown Dubai, UAE 000

(Address of principal executive offices)

 

+ 852 29803711

(Issuer’s telephone number)

___________________________

 

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 ☒ Smaller Reporting Company ☒
Emerging growth company ☐  

 

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

 

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

 

Number of shares outstanding of each of the issuer’s classes of common equity, as of May 10, 2024: 64,990,254 shares of Common Stock, par value US $0.00001.

 

 

 

   

 

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

 

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION
   
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 4
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders’ Deficit 6
Statements of Cash Flows 7
Notes to Financial Statements 8
   
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS 11
   
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15
   
ITEM 4. CONTROLS AND PROCEDURES 15
   
PART II. OTHER INFORMATION
   
ITEM 1. LEGAL PROCEEDINGS 16
   
ITEM 1A. RISK FACTORS 16
   
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
   
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 16
   
ITEM 4. MINE SAFETY DISCLOSURES 16
   
ITEM 5. OTHER INFORMATION 16
   
ITEM 6. EXHIBITS 16
   
SIGNATURES 17

 

 

 

 

 

 

 3 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

 

TechCom, Inc.

Balance Sheets

As of March 31, 2024 (Unaudited) and December 31, 2023

 

 

   March 31,
2024		   December 31,
2023		 
    (Unaudited)      
Assets          
Current assets          
Prepaid expenses  $2,250   $– 
Total current assets   2,250    – 
Total assets  $2,250   $– 
           
Liabilities and Stockholders’ Deficit          
Current liabilities          
Accounts payable and accrued expenses  $6,801   $10,326 
Due to shareholders   209,501    191,605 
Total current liabilities   216,302    201,931 
Total liabilities   216,302    201,931 
           
Stockholders’ deficit          
Convertible Preferred stock, $0.0001 par value, 5,000,000 share authorized, 1,000,000 shares issued and outstanding   100    100 
Common stock, $0.00001 par value; 9,888,000,000 shares authorized; 64,990,254 shares issued and outstanding as of March 31, 2024 and December 31, 2023 and outstanding   650    650 
Additional paid-in capital   2,418,816    2,418,816 
Accumulated deficit   (2,633,618)   (2,621,497)
Total stockholders’ deficit   (214,052)   (201,931)
Total liabilities and stockholders’ deficit  $2,250    – 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 4 

 

 

TechCom, Inc.

Statements of Operations

For the Three Months Ended March 31, 2024 and 2023

 

   Three Months Ended March 31, 2024   Three Months Ended March 31, 2023 
         
         
Revenue  $–   $– 
Cost of Sales   –    – 
Gross Profit   –    – 
           
Operating Expenses          
Professional fees   10,127    16,536 
General & administrative expenses   1,994    10,157 
Total operating expenses   12,121    26,693 
           
Loss from operations   (12,121)   (26,693)
           
Other income (expenses)          
Interest expenses   –    – 
Total other income (expenses)   –    – 
           
Net income (loss)  $(12,121)  $(26,693)
           
Weighted average shares outstanding   64,990,254    64,990,254 
           
Basic income (loss) per share  $–   $– 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 5 

 

 

TechCom, Inc.

Statements of Stockholders’ Deficit

For Three Months Ended March 31, 2024 and 2023

 

                                    
   Preferred Stock   Common Stock   Additional Paid in   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance December 31, 2023   1,000,000   $100    64,990,254   $650   $2,418,816   $(2,621,497)  $(201,931)
                                    
Net income (loss)   –    –    –    –    –    (12,121)   (12,121)
Balance March 31, 2024   1,000,000    100    64,990,254    650    2,418,816    (2,633,618)   (214,052)
                                    
                                    
                                    
Balance December 31, 2022   1,000,000    100    64,990,254    650    2,418,816    (2,544,174)   (124,608)
                                    
Net income (loss)   –    –    –    –    –    (26,693)   (26,693)
Balance March 31, 2023   1,000,000   $100    64,990,254   $650   $2,418,816   $(2,570,867)  $(151,301)

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 6 

 

 

TechCom, Inc.

Statements of Cash Flow

For the Three Months Ended March 31, 2024 and 2023

 

 

   2024   2023 
Cash flows from operating activities          
Net income (loss)  $(12,121)  $(26,693)
Debt forgiven   –    – 
Stock issuance   –    – 
Adjustments to reconcile net income to net cash provided by operating activities:          
Prepaid Expenses   (2,250)   (3,000)
Accounts payable and accrued expenses   (3,525)   (2,710)
Due to shareholders   17,896    32,403 
Net cash provided by (used in) operating activities   –    – 
           
Cash flows from financing activities          
Net cash provided by (used in) financing activities   –    – 
           
           
Cash flows from investing activities          
Purchase of fixed assets   –    – 
Net cash provided by (used in) investing activities   –    – 
           
Net change in cash and cash equivalents   –    – 
Cash and cash equivalents, beginning of period   –    – 
Cash and cash equivalents, end of period  $–   $– 
           
Supplemental disclosure of cash flow information          
Interest paid  $–   $– 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 7 

 

 

TechCom, Inc.

Notes to Financial Statements

 

NOTE 1 – NATURE OF BUSINESS ORGANIZATION

 

TechCom, Inc. (the “Company”) was originally formed on August 22, 2000 as a Nevada corporation. On June 30, 2017, the Company re-domiciled as a Delaware Corporation. Now a non-operating holding company, historically the company has been involved in investment in gaming and vending businesses, with a primary focus on the entertainment, travel and leisure industries. Current owner/management acquired control of the Company through purchase of preferred shares of the Company's majority of common stock in July 2021, which gives current management a majority of the voting power of the outstanding stock of the Company. The Company is in the process of identifying operating businesses that are potential candidates for acquisition.

 

NOTE 2 – BASIC PRESENTATION

 

Interim financial statements

 

The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company’s 10-K. The Company follows the same accounting policies it used in the Company’s 10-K in the preparation of this interim report. Results of operations for the interim period are not indicative of annual results.

 

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 $214,052 with an accumulated deficit of $2,633,618. 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. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Recent Accounting Pronouncements

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements or disclosures.

 

 

 

 8 

 

 

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

 

NOTE 3 – ACCRUED EXPENSES

 

The accrued expenses represent the professional fees incurred but not paid. As of March 31, 2024 and December 31, 2023, the balances were $6,801 and $10,326, respectively.

 

NOTE 4 – DUE TO RELATED PARTY

 

In the normal business operations, the major shareholder funds the Company’s operation expenses. For the three months ended March 31, 2024 and 2023, the major shareholder paid $17,896 and $32,403, respectively. As of March 31, 2024 and December 31, 2023, the balances of due to shareholder were $209,501 and $191,605, respectively.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Risks and Uncertainties

 

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

 

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

 

Legal and other matters

 

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

 

 

 9 

 

 

NOTE 6 – EQUITY

 

The Company is authorized to issue 5,000,000 shares of $0.0001 par value convertible preferred stock. As of March 31, 2024 and December 31, 2023, the preferred shares of Series A issued and outstanding were 1,000,000. The 1,000,000 shares of Series A preferred stock are convertible at the rate of 1:15,000, and each share of such convertible preferred stock has the voting power at the same rate that the preferred stock could be converted. The holders of Series A preferred stock have no preemptive rights to purchase, subscribe, for, or otherwise acquire stock of any class of the Company.

 

During 2017, the Company issued 120,000,000 shares of common stock, which were valued at $1,200, as compensation for the Company’s CEO at the time.

 

On January 28, 2019, the Board approved and filed the amendment for a reverse common stock split at a ratio of 1,000:1. The par value of the common shares remained at $0.00001 per share.

 

On October 31, 2019, the majority shareholder of the Company converted $55,070 due him into 55,070,000 shares of Common Stock at a price of $0.001 per share.

 

On September 29, 2020, the Company issued 3,000,000 shares of common stock to Global Asset Trustee (Malaysia) Berhad for $8,700 and 3,000,000 shares of common stock to Eurasia Trust A.G. for $8,700. On May 26, 2021, the Company paid $8,100 and $8,100 to purchase the 3,000,000 and 3,000,000 shares of the Company’s common stock back from Global Asset Trustee (Malaysia) Berhad and Eurasia Trust A.G, respectively.

 

On May 26, 2021, the Company’s controlling stockholder, Mr. Kok Seng Yeap (the “Seller”), signed a stock purchase agreement (the “SPA”) with AlphaBit, LLC, a Nevada limited liability company beneficially owned by Munaf Ali. According to the SPA, Seller sold 55,070,000 shares of Company’s common stock and 1,000,000 shares of Company’s Series A Preferred Stock to AlphaBit, LLC in exchange of $550,000. Such shares represent 87.60% of the Company’s voting power assuming conversion of all of the Company’s Series A Preferred Stock. The transaction was closed on July 27, 2021.

 

The Company is authorized to issue 9,888,000,000 shares of $0.00001 par value common stock. As of March 31, 2024 and December 31, 2023, the outstanding shares of common stock were 64,990,254, respectively.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that is reportable.

 

 

 

 

 

 

 

 

 

 

 

 10 

 

 

Item 2. 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 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.

 

Advertising

 

Advertising costs are expensed when incurred.  The Company incurred $0 of sales and marketing expenses, including advertising, for the three months ended March 31, 2024 and 2023.

 

Comprehensive Income (Loss)

 

Net income (loss) is equal to comprehensive income (loss). 

 

 

 11 

 

 

Income Taxes

 

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 three months ended March 31, 2024 and 2023. 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

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements or disclosures.

 

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

 

 

 

 12 

 

 

Results of Operations

 

Capitalization

 

The following table sets forth, as of March 31, 2024, 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 March 31, 2024  $650 
Additional paid-in capital   2,418,816 
Deficit accumulated during development stage   (2,633,618)
      
Total stockholders’ equity (deficit)  $(214,052)

 

Results of Operations for the three months ended March 31, 2024 and 2023

 

For the three months ended March 31, 2024 and 2023, we had no revenue.

 

Costs of revenue during these above same periods were $0.

 

For the three months ended March 31, 2024 and 2023, professional and administrative expenses were $12,121 and $26,693, respectively. These costs were primarily the costs for the daily operations and legal services. The decrease of $14,572 in operating expenses was due to $9,000 management fees and additional $6,000 legal fees that were settled in the first quarter of 2023.

  

For the three months ended March 31, 2024 and 2023, professional expenses were $10,127 and $16,536, respectively. The decrease of $6,409 in professional fees was due to the increase in legal fees.

 

For the three months ended March 31, 2024 and 2023, general and administrative expenses were $1,994 and $10,157 respectively. The decrease of $8,163 in general and administrative was due to the $9,000 management fees that were settled in the first quarter of 2023.

  

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 $214,052 with an accumulated deficit of $2,633,618. 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. 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.

 

 

 

 13 

 

 

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 March 31, 2024, we did not have any paid employees.  We are dependent upon our officers and directors for our future business development. As our operations expand, we anticipate that we need to hire additional employees.

 

Liquidity and Capital Resources

 

As of March 31 2024, we had cash of approximately $0.

 

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 cash status, no officer or director received cash compensation through March 31, 2024.

 

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

 

Revenue Recognition: We recognize revenue from product sales when all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured.

 

 

 

 14 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information to be reported under this Item is not required of smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods. Our President (principal executive officer) and our Treasurer (principal financial officer) (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

 

During the three months ended March 31, 2024, our Certifying Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

 

 

 

 

 

 

 

 15 

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

The information to be reported under this Item is not required for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit No.   Description
     
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101   The following materials from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2023 , formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at March 31, 2024  and December 31, 2023, (ii) Statement of Operations for the three months period ended March 31, 2024  and 2023, (iii) Statement of Cash Flows for the three  months period ended March 31, 2024  and 2023, (iv) Statement of Stockholders’ Deficit for the period ended  March 31, 2024  and (v) Notes to Financial Statements.
     
104   Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

 

 

 

 16 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TechCom, Inc.

 

 

    
Dated:       May 14, 2024 By:    /s/ Charles Faulkner
    Charles Faulkner
    Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 17 

EXHIBIT 31.1

 

RULE 13a-14(a)/ 15d-14(a) CERTIFICATION

For Form 10-Q for the Period Ended September 30, 2023

 

I, Charles Faulkner, certify that:

 

1 I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of TechCom, Inc. (the “registrant”);
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 14, 2024

 

 

/s/ Charles Faulkner
Charles Faulkner

Chief Executive Officer

 

 

EXHIBIT 31.2

 

RULE 13a-14(a)/ 15d-14(a) CERTIFICATION

For Form 10-Q for the Period Ended September 30, 2023

 

I, Simon Wajcenberge, certify that:

 

1 I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2024 of TechCom, Inc. (the “registrant”);
   
2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 14, 2024

 

 

/s/ Simon Wajcenberg
Simon Wajcenberg

Chief Financial Officer

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q of TechCom, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Faulkner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: May 14, 2024

 

 

/s/ Charles Faulkner
Charles Faulkner

Chief Executive Officer

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report on Form 10-Q of TechCom, Inc. (the “Company”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon Wajcenberg, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: May 14, 2024

 

 

/s/ Simon Wajcenberg

Simon Wajcenberg

Chief Financial Officer

 

 

v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 10, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 000-56041  
Entity Registrant Name TECHCOM, INC.  
Entity Central Index Key 0001481443  
Entity Tax Identification Number 06-1701678  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 2901, 29th Floor  
Entity Address, Address Line Two Boulevard Plaza Tower 2  
Entity Address, Address Line Three Burj Khalifa District  
Entity Address, City or Town Downtown Dubai  
Entity Address, Country AE  
Entity Address, Postal Zip Code 000  
City Area Code 852  
Local Phone Number 29803711  
Entity Current Reporting Status No  
Entity Interactive Data Current No  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   64,990,254
v3.24.1.1.u2
Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets    
Prepaid expenses $ 2,250 $ 0
Total current assets 2,250 0
Total assets 2,250 0
Current liabilities    
Accounts payable and accrued expenses 6,801 10,326
Due to shareholders 209,501 191,605
Total current liabilities 216,302 201,931
Total liabilities 216,302 201,931
Stockholders’ deficit    
Convertible Preferred stock, $0.0001 par value, 5,000,000 share authorized, 1,000,000 shares issued and outstanding 100 100
Common stock, $0.00001 par value; 9,888,000,000 shares authorized; 64,990,254 shares issued and outstanding as of March 31, 2024 and December 31, 2023 and outstanding 650 650
Additional paid-in capital 2,418,816 2,418,816
Accumulated deficit (2,633,618) (2,621,497)
Total stockholders’ deficit (214,052) (201,931)
Total liabilities and stockholders’ deficit $ 2,250 $ 0
v3.24.1.1.u2
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 5,000,000 5,000,000
Preferred Stock, Shares Issued 1,000,000 1,000,000
Preferred Stock, Shares Outstanding 1,000,000 1,000,000
Common Stock, Par or Stated Value Per Share $ 0.00001 $ 0.00001
Common Stock, Shares Authorized 9,888,000,000 9,888,000,000
Common Stock, Shares, Issued 64,990,254 64,990,254
Common Stock, Shares, Outstanding 64,990,254 64,990,254
v3.24.1.1.u2
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenue $ 0 $ 0
Cost of Sales 0 0
Gross Profit 0 0
Operating Expenses    
Professional fees 10,127 16,536
General & administrative expenses 1,994 10,157
Total operating expenses 12,121 26,693
Loss from operations (12,121) (26,693)
Other income (expenses)    
Interest expenses 0 0
Total other income (expenses) 0 0
Net income (loss) $ (12,121) $ (26,693)
v3.24.1.1.u2
Statements of Operations (Unaudited) (Parenthetical) - $ / shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Weighted Average Number of Shares Outstanding, Basic 64,990,254 64,990,254
Weighted Average Number of Shares Outstanding, Diluted 64,990,254 64,990,254
Earnings Per Share, Basic $ 0 $ 0
Earnings Per Share, Diluted $ 0 $ 0
v3.24.1.1.u2
Statements of Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 100 $ 650 $ 2,418,816 $ (2,544,174) $ (124,608)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 1,000,000 64,990,254      
Net income (loss) (26,693) (26,693)
Ending balance, value at Mar. 31, 2023 $ 100 $ 650 2,418,816 (2,570,867) (151,301)
Shares, Outstanding, Ending Balance at Mar. 31, 2023 1,000,000 64,990,254      
Beginning balance, value at Dec. 31, 2023 $ 100 $ 650 2,418,816 (2,621,497) (201,931)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 1,000,000 64,990,254      
Net income (loss) (12,121) (12,121)
Ending balance, value at Mar. 31, 2024 $ 100 $ 650 $ 2,418,816 $ (2,633,618) $ (214,052)
Shares, Outstanding, Ending Balance at Mar. 31, 2024 1,000,000 64,990,254      
v3.24.1.1.u2
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities    
Net income (loss) $ (12,121) $ (26,693)
Debt forgiven 0 0
Stock issuance 0 0
Adjustments to reconcile net income to net cash provided by operating activities:    
Prepaid Expenses (2,250) (3,000)
Accounts payable and accrued expenses (3,525) (2,710)
Due to shareholders 17,896 32,403
Net cash provided by (used in) operating activities 0 0
Cash flows from financing activities    
Net cash provided by (used in) financing activities 0 0
Cash flows from investing activities    
Purchase of fixed assets 0 0
Net cash provided by (used in) investing activities 0 0
Net change in cash and cash equivalents 0 0
Cash and cash equivalents, beginning of period 0 0
Cash and cash equivalents, end of period 0 0
Supplemental disclosure of cash flow information    
Interest paid $ 0 $ 0
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (12,121) $ (26,693)
v3.24.1.1.u2
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual [Table]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
NATURE OF BUSINESS ORGANIZATION
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF BUSINESS ORGANIZATION

NOTE 1 – NATURE OF BUSINESS ORGANIZATION

 

TechCom, Inc. (the “Company”) was originally formed on August 22, 2000 as a Nevada corporation. On June 30, 2017, the Company re-domiciled as a Delaware Corporation. Now a non-operating holding company, historically the company has been involved in investment in gaming and vending businesses, with a primary focus on the entertainment, travel and leisure industries. Current owner/management acquired control of the Company through purchase of preferred shares of the Company's majority of common stock in July 2021, which gives current management a majority of the voting power of the outstanding stock of the Company. The Company is in the process of identifying operating businesses that are potential candidates for acquisition.

 
v3.24.1.1.u2
BASIC PRESENTATION
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIC PRESENTATION

NOTE 2 – BASIC PRESENTATION

 

Interim financial statements

 

The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company’s 10-K. The Company follows the same accounting policies it used in the Company’s 10-K in the preparation of this interim report. Results of operations for the interim period are not indicative of annual results.

 

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 $214,052 with an accumulated deficit of $2,633,618. 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. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Recent Accounting Pronouncements

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements or disclosures.

 

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

 
v3.24.1.1.u2
ACCRUED EXPENSES
 3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
ACCRUED EXPENSES

NOTE 3 – ACCRUED EXPENSES

 

The accrued expenses represent the professional fees incurred but not paid. As of March 31, 2024 and December 31, 2023, the balances were $6,801 and $10,326, respectively.

 
v3.24.1.1.u2
DUE TO RELATED PARTY
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
DUE TO RELATED PARTY

NOTE 4 – DUE TO RELATED PARTY

 

In the normal business operations, the major shareholder funds the Company’s operation expenses. For the three months ended March 31, 2024 and 2023, the major shareholder paid $17,896 and $32,403, respectively. As of March 31, 2024 and December 31, 2023, the balances of due to shareholder were $209,501 and $191,605, respectively.

 
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Risks and Uncertainties

 

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

 

The Company does not have employment contracts with its key employees, including the controlling shareholders who are officers of the Company.

 

Legal and other matters

 

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations.
v3.24.1.1.u2
EQUITY
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
EQUITY

NOTE 6 – EQUITY

 

The Company is authorized to issue 5,000,000 shares of $0.0001 par value convertible preferred stock. As of March 31, 2024 and December 31, 2023, the preferred shares of Series A issued and outstanding were 1,000,000. The 1,000,000 shares of Series A preferred stock are convertible at the rate of 1:15,000, and each share of such convertible preferred stock has the voting power at the same rate that the preferred stock could be converted. The holders of Series A preferred stock have no preemptive rights to purchase, subscribe, for, or otherwise acquire stock of any class of the Company.

 

During 2017, the Company issued 120,000,000 shares of common stock, which were valued at $1,200, as compensation for the Company’s CEO at the time.

 

On January 28, 2019, the Board approved and filed the amendment for a reverse common stock split at a ratio of 1,000:1. The par value of the common shares remained at $0.00001 per share.

 

On October 31, 2019, the majority shareholder of the Company converted $55,070 due him into 55,070,000 shares of Common Stock at a price of $0.001 per share.

 

On September 29, 2020, the Company issued 3,000,000 shares of common stock to Global Asset Trustee (Malaysia) Berhad for $8,700 and 3,000,000 shares of common stock to Eurasia Trust A.G. for $8,700. On May 26, 2021, the Company paid $8,100 and $8,100 to purchase the 3,000,000 and 3,000,000 shares of the Company’s common stock back from Global Asset Trustee (Malaysia) Berhad and Eurasia Trust A.G, respectively.

 

On May 26, 2021, the Company’s controlling stockholder, Mr. Kok Seng Yeap (the “Seller”), signed a stock purchase agreement (the “SPA”) with AlphaBit, LLC, a Nevada limited liability company beneficially owned by Munaf Ali. According to the SPA, Seller sold 55,070,000 shares of Company’s common stock and 1,000,000 shares of Company’s Series A Preferred Stock to AlphaBit, LLC in exchange of $550,000. Such shares represent 87.60% of the Company’s voting power assuming conversion of all of the Company’s Series A Preferred Stock. The transaction was closed on July 27, 2021.

 

The Company is authorized to issue 9,888,000,000 shares of $0.00001 par value common stock. As of March 31, 2024 and December 31, 2023, the outstanding shares of common stock were 64,990,254, respectively.

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date of filing the financial statements with the Securities and Exchange Commission, the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that is reportable.

 
v3.24.1.1.u2
BASIC PRESENTATION (Policies)
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Interim financial statements

Interim financial statements

 

The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023 and notes thereto included in the Company’s 10-K. The Company follows the same accounting policies it used in the Company’s 10-K in the preparation of this interim report. Results of operations for the interim period are not indicative of annual results.

 
Going concern

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 $214,052 with an accumulated deficit of $2,633,618. 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. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements or disclosures.

 

In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.

 
v3.24.1.1.u2
BASIC PRESENTATION (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Equity, Attributable to Parent $ 214,052 $ 201,931 $ 151,301 $ 124,608
Retained Earnings (Accumulated Deficit) $ 2,633,618 $ 2,621,497    
v3.24.1.1.u2
ACCRUED EXPENSES (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Accrued Liabilities, Current $ 6,801 $ 10,326
v3.24.1.1.u2
DUE TO RELATED PARTY (Details Narrative) - Major Shareholder [Member] - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Related Party Transaction [Line Items]      
Proceeds from Related Party Debt $ 17,896 $ 32,403  
Due to Shareholder $ 209,501   $ 191,605
v3.24.1.1.u2
EQUITY (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
May 26, 2021
Sep. 29, 2020
Oct. 31, 2019
Jan. 28, 2019
May 26, 2021
Dec. 31, 2017
Mar. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]                
Preferred Stock, Shares Authorized             5,000,000 5,000,000
Preferred Stock, Par or Stated Value Per Share             $ 0.0001 $ 0.0001
Preferred Stock, Shares Issued             1,000,000 1,000,000
Preferred Stock, Shares Outstanding             1,000,000 1,000,000
Stockholders' Equity, Reverse Stock Split       reverse common stock split at a ratio of 1,000:1        
Common Stock, Shares Authorized             9,888,000,000 9,888,000,000
Common Stock, Par or Stated Value Per Share             $ 0.00001 $ 0.00001
Common Stock, Shares, Outstanding             64,990,254 64,990,254
Majority Shareholder [Member]                
Class of Stock [Line Items]                
Debt converted, amount converted     $ 55,070          
Debt converted, shares issued     55,070,000          
Company C E O [Member]                
Class of Stock [Line Items]                
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture           120,000,000    
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture           $ 1,200    
Global Asset Trustee [Member]                
Class of Stock [Line Items]                
Stock Issued During Period, Shares, Other   3,000,000            
Proceeds from Issuance of Common Stock   $ 8,700            
Payments for Repurchase of Common Stock $ 8,100              
Stock Repurchased During Period, Shares 3,000,000              
Eurasia Trust A G [Member]                
Class of Stock [Line Items]                
Stock Issued During Period, Shares, Other   3,000,000            
Proceeds from Issuance of Common Stock   $ 8,700            
Payments for Repurchase of Common Stock $ 8,100              
Alpha Bit LLC [Member]                
Class of Stock [Line Items]                
Stock Issued During Period, Shares, New Issues         55,070,000      
Stock Issued During Period, Value, New Issues         $ 550,000      
Series A Preferred Stock [Member]                
Class of Stock [Line Items]                
Preferred Stock, Shares Issued             1,000,000  
Preferred Stock, Shares Outstanding               1,000,000
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