UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION☒Quarterly Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2011endedOctober 31, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION

☐Transition Report pursuant to 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the transition period from  ____________to _____________________ to __________

Commission File Number: 000-53432333-233674

TEC TECHNOLOGY, INC.
Telidyne, Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)

Xinqiao Industrial Park
Jingde County, Anhui Province
Shenzhen 242600
People’s Republic of China
(Address of principal executive offices, Zip Code)

(+86) 755 8323-2722
(Registrant’s telephone number, including area code)

     _____________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes[ x ] No[  ]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 (§ 232.405229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes[ x ] No[  ]Yes  ☒  No  ☐

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

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[  ]Yes  ☐  No  [ x ]☒

The

State the number of shares outstanding of each of the issuer’s classes of common stock, as of August 15, 2011 isthe latest practicable date: 5,000,264 common shares as follows:of December 9, 2019.

Securities registered pursuant to Section 12(b) of the Act: None.

TEC TECHNOLOGY, INC.

Quarterly Report on Form 10-Q

Three and Six Months Ended June 30, 2011

i

PART I
- FINANCIAL INFORMATION

1

TEC TECHNOLOGY, INC.Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

See accompanying notes of these consolidatedOur condensed financial statements

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TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

See accompanying notes of these consolidated financial statements included in this Form 10-Q are as follows:

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TEC TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes of these consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TELIDYNE, INC. 

BALANCE SHEETS

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

TELIDYNE, INC. 

STATEMENTS OF OPERATIONS

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

TELIDYNE, INC. 

STATEMENTS OF SHAREHOLDERS' DEFICIT, UNAUDITED

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

TELIDYNE, INC.

STATEMENTS OF CASH FLOWS

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

TELIDYNE, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For the Nine Months Ended OCTOBER 31, 2019

1.0       BUSINESS ORGANIZATION

Telidyne Inc. (formerly known as TEC technology, Inc.) was incorporated on December 5, 2011 in the State of Nevada (the “Company”).

On July 25, 2012, the Company divested all three of its wholly owned subsidiaries, which conducted 100% of the Company’s operations, which include the following: (i) TEC Technology Limited, Hong Kong, (ii) Anhui TEC Tower Co., Limited, PRC, and (iii) Zhejiang TEC Tower Co., Limited, PRC. Thus, subsequent to that date, the Company had no subsidiaries and no operations going forward.

On March 22, 2018 Company changed its name to Telidyne Inc. and carried out a reverse split of its common stock, par value $0.001, at a ratio of one-for-one thousand. This reverse stock split became effective on March 22, 2018 and, unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in this Report and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split of 1000: 1.

On March 24, 2018 the Company started developing software to provide technologies and platforms to a wide variety of companies to disrupt the ecommerce with blockchain technology. The Company has developed a mobileApp named ‘Telibit” that facilitates peer to peer payments and third party payments. The Company has started generating revenues through software development work for various clients.

Telidyne develops platforms for Global Smart Contracts. A Smart Contract utilizes blockchain technology and is essentially a digital agreement between two parties that automatically executes itself. Smart contracts can be of any variety between two or more parties such as (i) amounts to be paid, (ii) the transfer of documents (iii) the selling of a product and (iv) the consumption of a commodity such as power. In ecommerce, such smart contracts allow direct transactions between sellers and buyers without the need for a middle man.

The Company has offices located at 112 W 34 St, Ste 18006, New York, NY 10120.

On January 18, 2019, the Company re-domiciled from Nevada to Delaware through a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, the issuer, Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”) became a direct wholly owned subsidiary of a newly formed Delaware corporation, Telidyne Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity.

In accordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common stock of the Holding Company. Thus in accordance with section 251(g) of the CGCL Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

2.0       BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. The accounting policies confirm to the general accepted accounting principles in the United States of America and have been consistently applied in the preparation thereof. The Company has adopted January 31 as its fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  Estimates also affect that reported amounts of revenues and expenses during the reporting period.  Actual events and results could differ from those assumptions and estimates.

Cash & Cash Equivalents

Cash and cash equivalents include short-term liquid investments that are readily convertible to cash and have original maturities of nine months or less.

Fixed Assets

Furniture, Fixtures, Property and Equipment are stated at cost and are depreciated using the straight-line method over five years. Leasehold improvements are amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in operations. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Depreciation expense for nine months ended October 31, 2019 was $146 and $0.0 for nine months ended October 31, 2018.

Capitalized Cost of external use Software

The Company capitalizes certain costs incurred to purchase or create external-use software in accordance with FASB Accounting Standards Codification (ASC) Topic 985. To date, such costs have included external direct costs of materials and services incurred in the development of software for selling. We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached once a viable prototype is achieved that meets the criteria for capitalization. Once the capitalization criteria have been met, such costs are classified as software and are amortized on a straight-line basis over five years once the software has been put into use. Subsequent additions, modifications, or upgrades to software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred.

Revenue Recognition

Adoption of ASC 606

The Company adopted ASC 606 “Revenue from Contracts with Customers”, using the modified retrospective approach for all of its contracts. In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s contract with customers do not include significant financing component and any variable consideration.

The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation. The sales of software services are derived principally from developing custom software for customers, the Company recognizes revenue upon the delivery of products to the customers, which is when the goods delivered to the users’ designated address and it is probable that the Company will collect the payments. The Company plays the role of principal, according to ASC Topic 606 since Company is primarily responsible for fulfilling the obligation to provide the specified good and services and also controls the good s and services before they are transferred to the customer.

Cost of sales

The Company recognizes cost of sales as the accumulated total costs used to create a product or service, which has been sold. These costs included direct labor and salaries, direct materials and direct overhead involved in generating the sale. Presently, the Company issues contract to a related entity who carried out all the work for the required services under an order received from a customer by the Company.

Basic and Diluted Earnings per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock warrants and convertible notes. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to lack of dilutive items in the Company.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the current reporting periods.

Fair Value of Financial Instruments

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined as follows:

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.Stock-based compensation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company records compensation expense associated with stock options and other forms of employee and non-employee equity compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation”, formerly referenced as SFAS 123R, “Share-Based Payment”. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option-pricing formula and a single option approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

During the nine months ended October 31, 2019 and 2018, the Company incurred $-0- and $-0- in stock-based compensation expense.

Other

The Company is subject to substantial risks and uncertainties inherent in starting a new business. There are no assurances that the Company will be able to generate sufficient revenues or obtain sufficient funding necessary to continue in business.

3.0       INCOME TAXES

The Company did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because it has experienced operating losses. When it is more likely than not that a tax asset cannot be realized through future income, the Company must take a full valuation allowance for this future tax benefit. The Company provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2018, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns have been appropriately filed by the Company. 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Provision for income taxes is as follows:

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts receivable includes the amounts of $5,557,348 (12.31.2010: $3,151,959) that were factored to the Industrial and Commercial Bank, PRC and China Construction Bank, PRC for collection.

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Due from employees are the amounts advanced for business transactions on behalf of the Company and will be reconciled on the completion of the business transactions. Due from third parties are unsecured advances, interest free and without fixed terms of repayment and are for specific business purposes.

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense was $87,718 and $69,326 for the three months ended June 30, 2011 and 2010, respectively. Depreciation expense was $167,769 and $129,824 for the six months ended June 30, 2011 and 2010, respectively.

Land use rights are amortized on the straight line basis over their respective lease periods. The lease period of land use rights located in an industrial park zone is 50 years.

Amortization expense was $10,932 and $10,564 for the three months ended June 30, 2011 and 2010, respectively. Amortization expense was $10,932 and $10,564 for the six months ended June 30, 2011 and 2010, respectively

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TEC TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Due to former sole stockholder and his affiliates, due to third parties and employees are unsecured, interest free and without a fixed term of repayment and are for unspecific business purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

.Utilizing the Black Scholes option-pricing model, the share based compensation expense for the three months ended June 30, 2011 and 2010; the amounts were $39,628 and $0, respectively. The share based compensation expense for the six months ended June 30, 2011 and 2010; the amounts were $93,800 and $0, respectively.

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Net deferred tax assets consist of the following:

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A reconciliation of income taxes computed at the statutory rate is as follows:

The Company did not pay any income taxes during the nine months ended October 31, 2019 or 2018.

4.0       SHAREHOLDERS’ DEFICIT

The shareholders’ deficit of the Company was ($109,182) and $($62,075) on October 31, 2019 and October 31, 2018, respectively.

Common & Preferred Stock

Common Stock

The Company’s common stock trades on OTC market under the symbol “TLDN”. The Company is authorized to issue 60,000,000 shares of common stock, $0.0001 par value. The Company issued 500,000 shares of restricted common stock on February 22, 2019 to a third party. As of October 31, 2019, there were 5,000,264 shares issued and outstanding and at January 31, 2019, there were 4,500,264 shares issued and outstanding.

Special Note Regarding Forward Looking Statements

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred stock par value $0.0001 per share. Except as otherwise provided by law, the shares of the stock of the Corporation, regardless of the class, may be issued by the Corporation from time to time in such amounts and designations, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. As of October 31, 2019, there were 1,000,000 shares of Series A preferred shares, par value $0.0001 per share, issued and outstanding.

As per the designation of Series A Preferred stock, each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote multiplied by 1.1; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration, including the election of directors. Holders of Series A Preferred Shares shall vote together with the holders of Common Shares as a single class in all matters where holders of common stock will vote.

On January 24, 2019, the Company issued 1,000,000 shares of series A Preferred shares to its Chairman & CEO, Aron Govil, in consideration for his valuable services to the Company during the past fiscal year.

5.0       HOLDING COMPANY REORGANIZATION

On January 18, 2019, the Company completed a Holding Company Reorganization in accordance with section 251(g) of the Delaware general Corporation Law (“DGCL”). In accordance with Section 251(g) of the DGCL, Telidyne Inc. a newly incorporated Delaware corporation (the “Holding Company”) became the successor issuer of Telidyne Inc., the Nevada Company, as previously constituted (the “Predecessor”). In other words, the Holding Company is now the public entity.

In additionaccordance with section 251(g) of the DGCL, Telidyne Merger Corporation (“Merger Co”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was a wholly owned subsidiary of the Holding Company, merged with and into the Predecessor, with Merger Co surviving the Merger as a direct wholly owned subsidiary of the Holding Company and Predecessor losing its existence, (the “Merger”); however as of the effective time of the Merger, the designation, rights, powers and preferences of the Predecessor company’s common stock immediately before the Merger became the same as those of the common stock of the Holding Company. Thus in accordance with section 251(g) of the CGCL, after the Holding Company Reorganization all of the outstanding shares of common stock of the Predecessor were automatically converted into identical shares of the common stock of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization. The executive officers and the board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

6.0       RELATED PARTIES

The financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures include: a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

The Company rents its offices from its Chairman on a month to month basis at a rent of $250.00 per quarter. The Company can terminate this agreement at any time without prior notice or any liability.

The Company outsources software services on a project by project basis to Cemtrex Technologies Pvt Ltd, a subsidiary of Cemtrex Inc., an entity which is controlled by Aron Govil.

Aron Govil, the major shareholder of the Company has provided a loan of $111,747 to the Company as of October 31, 2019. This loan is non-interest bearing and is due upon demand by the shareholder.

7.0GOING CONCERN AND LIQUIDITY

The accompanying financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future and, thus, do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern. However, the Company's ability to continue as a going concern is dependent upon generating profitable operations in the future and obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company has incurred operating losses since Company has not had any sales. The Company has made investment in the development of a completely new mobile App Telibit, which expenses have caused the Company to incur operating losses. Cash losses over the past several years have been financed by funds provided by the shareholder.

Notwithstanding ongoing investment plans, the Company will likely require additional financing over the next twelve months to implement its planned business objectives and strategies. Accordingly, and in light of the Company's historic and continuing losses, there is substantial doubt about the Company's ability to continue as a going concern.

8.0SUBSEQUENT EVENTS

The Company will evaluate subsequent events through the date when the financial statements were issued. It is the Company’s policy to disclose subsequent information that it feels is important to the context of the financial statements. Company continues to market it mobile App Telibit and get more subscribers. There are no other subsequent events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, this report contains forward-lookingincluding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use1934.   These forward-looking statements generally are identified by the words such as “believe,” “expect,” “anticipate,“believes,” “project,” “target,“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “optimistic,“may,” “intend,“will,” “aim,“would,” “will” or“will be,” “will continue,” “will likely result,” and similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that anyexpressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are not guaranteesincluding this statement for purposes of future performancecomplying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and involveassumptions that are subject to risks and uncertainties including those identified in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2010, as well as assumptions, which if they were to ever materialize or prove incorrect, couldmay cause theactual results of the Company to differ materially from those expressedthe forward-looking statements. Our ability to predict results or implied bythe actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements.

Readers are urged to carefully reviewstatements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt

Overview

Telidyne Inc. ("Telidyne" or the "Company") is a technology platform company offering digital and mobile payments on behalf of consumers and merchants worldwide through its proprietary mobile App payment platform TELIBIT.

Telidyne’s mobile payment platform enables our users to advise interested partiessend and receive payments. We are also developing a two-sided network where both merchants and consumers can have Telibit accounts with a digital wallet balance functionality. Our payment service enables the completion of payments on our Payments Platform on behalf of our mobile App users. We offer our users the risksflexibility to use their digital wallet account to make payment to each other for goods and factors that may affectservices, as well as to transfer and withdraw funds. We enable consumers to add funds into their digital wallet safely using a variety of funding sources, including a bank account or a credit or debit card. Our Telibit platform also makes it easier for friends and family to transfer funds to each other for peer to peer transfers.

Our revenues are earned by charging fees for completing payment transactions for our users and other payment-related services. We do not charge users any fees to fund or withdraw from their digital Telibit account; however, we generate revenue from consumers on use of our credit card other value-added services which include peer to peer borrowing. We also plan to generate revenue from advertising on our mobile app.

Results of Operations for the Three and Nine Months Ended October 31, 2019 and 2018

Revenues

Our total revenue reported for the three months ended October 31, 2019 was $5,505.00 , an increase from $0 for the same period ended 2018. Our total revenue reported for the nine months ended October 31, 2019 was $10,094.00, an increase from $0 for the same period ended 2018.

The revenues we had for the nine months ended October 31, 2019 were predominantly from customers for software services.

We had a gross profit for the three months ended October 31, 2019 of $2,551, or approximately 46% of revenues. We had a gross profit for the nine months ended October 31, 2019 of $5,377, or approximately 53% of revenues. We hope to achieve increased revenues once we establish sales channels for our products and services and implement our business financial condition and resultsstrategies as described above. If we are unable to obtain financing, however, the implementation of operations and prospects. The forward-looking statements made in this report speak only as of the date hereofour business strategies will be frustrated and we disclaim any obligation, except as required by law,could go out of business.

Operating Expenses

Operating expenses increased to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Terms

Except where the context otherwise requires and$8,945 for the purposesthree months ended October 31, 2019 from $59,625 for the three months ended October 31, 2018. Operating expenses decreased to $14,718 for the nine months ended October 31, 2019 from $62,075 for the nine months ended October 31, 2018.

Our operating expenses for nine months ended October 31, 2019 mainly consisted of this report only:

• legal and accounting fees, as compared with 2018 for the “Company,” “we,” “us,”same period where we had software developments expenses for TELIBIT mobile App.

  We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and “our” refer tooperating costs associated with our business activities and the combined business of TEC Technology, Inc., a Delaware corporation, and its consolidated subsidiaries, TEC HK, TEC Tower, ZTEC and STT;

• “TEC HK” refers to TEC Technology Limited, a Hong Kong limited company;

• “TEC Tower” refers to Anhui TEC Tower Co., Ltd., a PRC limited company;

• “ZTEC” refers to Zhejiang TEC Tower Co., Ltd., a PRC limited company;

• “STT” refers to Shuncheng Taida Technology Co., Ltd., a PRC limited company;

• “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

• “PRC” and “China” refer to the People’s Republic of China;

• “SEC” refers to the Securities and Exchange Commission;

• “Exchange Act” refersprofessional fees associated with our reporting obligations under the Securities Exchange Act of 1934, as amended;1934.

• “Securities Act” refers to the Securities Act of 1933, as amended;

• “Renminbi” and “RMB” refer to the legal currency of China; andNet Loss

• “U.S. dollars,” “dollars” and “$” refer to the legal currency of the United States.

Overview of our Business

We are primarily engaged in the design, production and salehad a net loss of transmission towers and related products used in high voltage electric power transmission and wireless communications. We sell our tower products to prime contractors on large transmission projects for electric utility companies or telecommunications service providers, who are developing and constructing projects for end customers. Our electric transmission towers currently support 35kv, 110kv, 220kv, and 500kv transmission lines and we plan to build towers that support Ultra High Voltage (UHV) tower lines of 750+kv DC or 1000+kv AC transmission lines. Our wireless communication towers include single-tube towers, 4-strut towers and roof top towers$6,394 for the 2G, 3G,three months ended October 31, 2019, compared to a net loss of $59,625 for the three months ended October 31, 2018. We had a net loss of $9,341 for the nine months ended October 31, 2019, compared to a net loss of $62,075 for the nine months ended October 31, 2018.

Liquidity and microwave market.Capital Resources

As of October 31, 2019, we had total current assets of $3,341 and total current liabilities of $4,717. We planhad working deficit of ($1,376) as of October 31, 2019.

Operating activities used $24,478 in cash for the nine months ended October 31, 2019, as compared with $65,375 in cash for the same period ended 2018. Our negative operating cash flow for 2019 was mainly the result of low revenues , as compared with 2018 where we had expenses related to expand our businessmobile App development.

Financing activities provided $21,750 in cash for the near future to enternine months ended October 31, 2019, as compared with $72,875 in cash for the communication base station system integration market and to offer tower installation and maintenance services. Our towers are primarily made of steel, but some contain aluminum or other alloy materials.

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Our revenues currently are, and historically have been, generatedsame period ended 2018. In 2019, the positive financing cash flow was from the sale of our tower products. In the future,stock and in 2018 it resulted from shareholder loans.

Because of our limited operating history, it is difficult to predict our capital needs on a monthly, quarterly or annual basis. We will have no capital available to us if we expectare unable to offer installation and technical servicesraise money from this offering or find alternate forms of financing, which we do not have in place at this time.

There can be no assurance that we believe will generate anbe successful in raising additional revenue stream; however,funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Our plan specifies a minimum amount of $100,000 in additional operating capital to operate for the next twelve months. If we are unable to raise $100,000 from this offering, our business will continue to operate with no marketing and additional development work for at least 10 months before we could be forced to suspend our operations or go out of business. Our long term growth plan calls for a raise of $15,000,000 to fund our growth plans. If we are unable to raise this money, our growth plans will be frustrated. There can be no assurance that this offering will be successful. You may lose your entire investment.

Off-Balance Sheet Arrangements

As of October 31, 2019, there were no off-balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of our company as a going concern. However, our revenues for the period from inception to October 31, 2019 has not been able to support our operating expenses. We have not yet generated materialcompleted our efforts to establish a stabilized source of revenues from such services.sufficient to cover operating costs over an extended period of time.

Our headquarters

Management anticipates that we will be dependent, for the near future on additional investment capital to fund operating expenses. We intend to position the company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are locatedno assurances that we will be successful in Anhui Province in southeastern Chinathis or any of our endeavors or become financially viable and our international sales network is primarily operated from our branch officescontinue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Shenzhen Special Economic ZoneManagement Discussion and Beijing.

Second Quarter Financial Performance Highlights

Analysis. The following summarizes certain key financial information for the second quarter of 2011:

• Revenues: Revenues were $4.77 million for the three months ended June 30, 2011,SEC indicated that a decrease of $4.66 million, or 49.4%, from $9.43 million for the same period last year.

• Gross Profit and Margin: Gross profit was $1.40 million for the three months ended June 30, 2011, a decrease of $1.58 million, or 53.0%, from $2.98 million for the same period last year. Gross margin was 29.38% for the three months ended June 30, 2011, as compared to 31.65% for the same period last year.

• Net Income:Net income was $121,524 for the three months ended June 30, 2011, a decrease of $1.70 million, or 93%, from $1.82 million for the same period of last year.

• Fully diluted net income per share: Fully diluted net income per share for the three months ended June 30, 2011 was $0.01, as compared to $0.08 for the same period last year.

Results of Operations

Comparison of Three Months Ended June 30, 2011 and June 30, 2010

The following table shows key components of our results of operations during the three months ended June 30, 2011 and 2010, in“critical accounting policy” is one which is both dollars and as a percentage of our revenues.

Revenues. Our revenues are mainly generated from sales of our tower products. Our revenues decreased $4.66 million, or 49.4%, to $4.77 million for the three months ended June 30, 2011 from $9.43 million during the same period in 2010. For the three month period ended June 30, 2011, approximately 43.3% of our revenues were generated from sales to customers in the energy industry and approximately 56.7% were generated from sales to communications industry customers. The period-over-period decrease in revenues resulted mainly from a decrease of approximately 60.8% in sales revenue generated by sales of energy transmission towers comparedimportant to the same period in 2010,portrayal of a company’s financial condition and a decrease of approximately 35.0% in sales revenue generated by sales of communications towers. In the second quarter of 2011, the price of tower products in China markedly decreased due to the rising steel prices, competition, decreased demandresults, and other factors. We also reserved capacity and inventory for anticipated orders from overseas customers which may require immediate production and delivery. As overseas orders generally tend to offer higher prices, we made a strategic decision to forego some domestic orders with comparatively lower prices in the second quarter 2011 and redeployed personnel and resources to maintain our production lines, train new employees and prepare for the anticipated overseas orders. Because our targeted overseas customers decided to postpone the production and delivery of products, our sales and revenues decreased in the three months ended June 30, 2011 as compared to the same period last year. We expect to start generating revenues from our overseas orders in the third quarter of 2011.

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Cost of goods sold. Our cost of goods sold includes the direct costs of our raw materials, primarily steel, as well as the cost of labor and overhead. Our cost of goods sold decreased $3.07 million,requires management’s most difficult, subjective or 47.73%, to $3.37 million in the three months ended June 30, 2011, from $6.44 million during the same period in 2010. The decrease in cost of goods sold was mainly due to the decrease in sales volume and revenues. As a percentage of revenues, our cost of goods sold increased to 70.62% in the three months ended June 30, 2011 from 68.35% for the same period last year, mainly because of the continuing increase of the price of steel, which is our primary raw material. Some orders produced during this quarter were priced in the previous fiscal quarter prior to the increase in the cost of raw materials, so previously priced orders did not reflect the increased cost of raw materials, compressed our margins and resulted in an increased percentage of cost of goods sold. We are closely monitoring our pricing policy in an effort to reduce the risk of inflation and fluctuation of raw material prices.

Gross profit and gross margin. Our gross profit is equal to the difference between our revenue and our cost of goods sold. Our gross profit decreased $1.58 million, or 53.02%, to $1.4 million in the three months ended June 30, 2011, from $2.98 million during the same period in 2010. The decrease was mainly due to the decrease of sales and revenues. Gross profit as a percentage of revenue (gross margin) was 29.38% and 31.65% for three months ended June 30, 2011 and 2010, respectively. The decrease in gross margin was mainly due to the increased price of steel as discussed above.

Selling and marketing expenses. Our selling and marketing expenses consist primarily of compensation and benefits to our sales and marketing staff, sales commission, cost of advertising, promotion, business travel, after-sale support, transportation costs and other sales related costs. Our selling and marketing expenses decreased $67,805, or 13.94%, to $418,562 in the three months ended June 30, 2011, from $486,367 during the same period in 2010. Such decrease was largely attributable to reduced operations in our sales and marketing department.

General and administrative expenses. General and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional advisor fees, bad debts reserve and other expenses incurred in connection with general operations. Our general and administrative expenses increased $269,019, or 74.03%, to $632,421 in the three months ended June 30, 2011, from $363,402 during the same period in 2010. Such increase was mainly attributable to expenses associated with being a public company.

Interest expense.Interest expense increase $122,047, or 41.76%, to $414,264 for the three months ended June 30, 2011, from $292,217 during the same period in 2010. Such increase was mainly due to the increase in our outstanding short term loans and annual interest rate.

Income before income taxes. Our income before income taxes decreased $1.88 million, or 92.46%, to $153,326 in the three months ended June 30, 2011, from $2.03 million during the same period in 2010,complex judgments, often as a result of the factors described above.need to make estimates about the effect of matters that are inherently uncertain.

Provision for income taxes.

Our income tax provisions decreased $178,066, or 84.84%, to $31,802accounting policies are discussed in the three months ended June 30, 2011, from $209,868 duringfootnotes to our financial statements included in this report.

Recently Issued Accounting Pronouncements

We do not expect the same period in 2010, mainly dueadoption of recently issued accounting pronouncements to decrease in taxable income.

Net income. We generatedhave a net income of $121,524 in the three months ended June 30, 2011, a decrease of $1.70 million, or 93.33%, from $1.82 million during the same period in 2010, as a cumulative effect of all factors discussed above.

Comparison of Six Months Ended June 30, 2011 and June 30, 2010

The following table shows key components ofsignificant impact on our results of operations, during the six months ended June 30, 2011 and 2010, in both dollars and as a percentage of our revenues.financial position or cash flow.

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