SoTech 10-Q 2009 Q3 Quarterly report

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from

Commission File No.333-130649

SOTECH, INC.(Exact name of small business issuer as specified in its charter)

Georgia	20-0230416
(State or other jurisdiction of incorporation or formation)	(I.R.S. employer identification number)

136 East Genessee Street

Syracuse, New York  13202

(Address of principal executive offices)

Issuer's telephone number: (315) 451-9601
Issuer's facsimile number: (315) 453-7311

No change
(Former name, former address and former
fiscal year, if changed since last report)

Copies to:
Richard W. Jones
Jones & Haley, P.C.
115 Perimeter Center Place, Suite 170
Atlanta, Georgia  30346
(770) 804-0500
www.corplaw.net

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [  ]       No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  10,720,000 shares of $.0001 par value common stock outstanding as of September 30, 2009.

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

Large Accelerated Filer [  ]

Accelerated Filer [  ]

Non-Accelerated Filer [  ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)

2

SOTECH, INC.
(a corporation formerly in the development stage)

INTERIM AND UNAUDITED FINANCIAL STATEMENTS INDEX

PART I – FINANCIAL INFORMATION:

Page

Item 1.  Financial Statements

4

Balance Sheet – September 30, 2009 and December 31, 2008

4

Statement of Operations for the three months ended September 30, 2009 and 2008 and

For the nine months ended September 30, 2009 and 2008

5

Statement of Cash Flows for the nine months ended September 30, 2009 and 2008

6

Notes to Unaudited Financial Statements

7-17

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

18

Item 3.  Quantitative and Qualitative Disclosure About Market Risks

20

Item 4.T.  Controls and Procedures

20

PART II – OTHER INFORMATION:

Item 1.  Legal Proceedings

21

Item 1A.  Risk Factors

21

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3.  Defaults Upon Senior Securities

21

Item 4.  Submission of Matters to a Vote of Security Holders

21

Item 5.  Other Information

21

Item 6.  Exhibits

21

Signatures

22

3

SOTECH, INC.
(Formerly A Development Stage Company)
BALANCE SHEETS
	(Unaudited)
	September 30,	December 31,
	2009	2008
ASSETS
Current Assets:
Cash	$                              123	$                           7
Accounts Receivable	3,611	-
Total Current Assets	3,734	7
Property and Equipment:
Payphone Equipment	4,320	-
Less Accumulated Depreciation	(1,080)	-
Net Property and Equipment	3,240
Other Assets:
Goodwill - Intangible Asset	24,737	-
Payphone - Intangible Asset	9,150	-
Less Accumulated Amortization	(1,373)	-
Total Other Assets	32,514	-
Total Assets	$                         39,488	$                           7
LIABILITIES & EQUITY
Current Liabilities:
Accounts Payable	58,804	6,692
Related Party Payables	5,523	2,960
Interest Payable	1,719	677
Shareholder Loans	15,914	7,150
Total Current Liabilities	81,960	17,479
Total Liabilities	81,960	17,479
Stockholder's Equity
Preferred Stock, par value $.0001,
Authorized 10,000,000 shares, Issued 0 shares at
September 30, 2009 and  0 shares at December 31, 2008	-	-
Common Stock, par value $.0001,
Authorized 100,000,000 shares, Issued 10,720,000 shares at
September 30, 2009 and 10,720,000 shares at December 31, 2008	1,072	1,072
Additional Paid-In Capital	8,118	8,118
Retained Deficit	(51,662)	(26,662)
Total Stockholder's Equity	(42,472)	(17,472)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$                         39,488	$                           7
The accompanying notes are an integral part of these financial statements

4

SOTECH, INC.
(Formerly A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
Revenues:
Revenues	$         8,002	$                 -	$         21,333	$                  -
Less:  Cost of Services	(7,503)	-	(22,845)	-
Gross Profits (Loss)	499	-	(1,512)	-
Expenses:
Accounting Fees	12,155	-	15,298	4,080
Bookkeeping Fees	700	438	2,763	1,926
General and Administrative	598	183	4,375	237
Legal Fees	-	-	-	-
Total Operating Expenses	13,453	621	22,436	6,243
Operating Income (Loss)	(12,954)	(621)	(23,948)	(6,243)
Other (Income)Expense :
Interest Net	(403)	(177)	(1,042)	(483)
Net Loss Before Taxes	(13,357)	(798)	(24,990)	(6,726)
Income Tax	-	-	(10)	-
Net Income (Loss)	$      (13,357)	$           (798)	$       (25,000)	$         (6,726)
Basic & Diluted Loss per Share	$          (0.00)	$          (0.00)	$           (0.00)	$           (0.00)
Weighted Average Shares
Outstanding	10,720,000	10,720,000	10,720,000	10,720,000
The accompanying notes are an integral part of these financial statements

5

SOTECH, INC.
(Formerly A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
	For the Nine Months Ended
	September 30,
	2009	2008
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss for the Period	$     (25,000)	$       (6,726)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and Amortization	2,453	-
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Accounts Receivable	7,142	-
Increase (Decrease) in Accounts Payable	2,210	(2,694)
Increase (Decrease) in Related Party Payables	2,563	1,925
Increase (Decrease) in Accrued Interest	1,042	483
Net Cash Used in Operating Activities	(9,590)	(7,012)
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash from NB Telecom, Inc. Asset Assignment Agreement	942	-
Net Cash Provided by Investing Activities	942	-
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Shareholder Loans	8,764	7,000
Proceeds from Sale of Common Stock	-	-
Net Cash Provided by Financing Activities	8,764	7,000
Net (Decrease) Increase in Cash	116	(12)
Cash at Beginning of Period	7	14
Cash at End of Period	$           123	$               2
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$                -	$                -
Franchise Taxes	$                -	$                -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquired in NB Telecom, Inc. Asset Assignment Agreement
Accounts Receivable	10,753	-
Payphone Equipment	4,320	-
Intangible Assets	33,887	-
Accounts Payable	49,902	-
The accompanying notes are an integral part of these financial statements

6

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of accounting policies for SoTech, Inc. (formerly a development stage company) is presented to assist in understanding the Company's financial statements.  The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Interim Financial Statements

The unaudited financial statements as of September 30, 2009 and the nine months then ended, reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and results of the operations for all nine months.  Operating results for interim periods are not necessarily indicative of the results which can be expected for full years.

Nature of Operations and Going Concern

The accompanying financial statements have been prepared on the basis of accounting principles applicable to a “going concern”, which assume that Sotech, Inc. (hereto referred to as the “Company”) will continue in operation for at least one year and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several conditions and events cast doubt about the Company’s ability to continue as a “going concern.”  The Company has incurred net losses of approximately $(51,662) for the period from September 8, 2003 (inception) to September 30, 2009 has minimal revenues and requires additional financing in order to finance its business activities on an ongoing basis.  The Company’s future capital requirements will depend on numerous factors including, but not limited to, continued progress in finding a merger candidate and the pursuit of business opportunities. The Company is actively pursuing alternative financing and has had discussions with various third parties, although no firm commitments have been obtained.  In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.  Management believes that actions presently being taken to revise the Company’s operating and financial requir ements provide them with the opportunity to continue as a “going concern”

These financial statements do not reflect adjustments that would be necessary if the Company were unable to continue as a “going concern”.  While management believes that the actions already taken or planned, will mitigate the adverse conditions and events which raise doubt about the validity of the “going concern” assumption used in preparing these financial statements, there can be no assurance that these actions will be successful.  If the Company were unable to continue as a “going concern,” then substantial adjustments would be necessary to the carrying values of assets, the reported amounts of its liabilities, the reported revenues and expenses, and the balance sheet classifications used.

7

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Georgia on September 8, 2003 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business.  During the period September 8, 2003 to January 7, 2009, the Company was in the development stage, and had not commenced planned principal operations.  The Company entered into an asset assignment agreement (effective January 7, 2009) to acquire substantially all of the assets and assume substantially all of the liabilities of NB Telecom, Inc., a Nevada corporation.  See Note 7.  The Company has a December 31 year end.

Nature of Business

The Company was initially organized for the purpose of seeking a merger or acquisition candidate.  In January, 2009 the Company acquired certain assets consisting primarily of payphones.  See Note 7.  The Company is now in the business of providing the use of indoor and outdoor payphones, and providing telecommunication services.  

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Revenue Recognition

The Company derives its primary revenue from the sources described below. This would include; dial-around revenue, coin collection, and telephone service for payphone customers. Other revenue generated by the company includes commission from use of operator services.

Coin revenue is recorded in an equal amount to the coins collected.  Commission revenue from the use of Operator Services are realized on a monthly basis when received. Dial Around revenue is earned when a customer uses the Company’s payphone to gain access to a different long distance carrier than is already programmed into the phone. The Dial Around revenue is recognized when the billing and collection agent of the Company, APCC, calculates and compensates the Company for the use of the payphone on a quarterly basis by billing the actual party’s long distance carrier that received the calls.  The date of the Dial Around revenue recognition is determined when this compensation is collected and deposited into the Company’s bank account.

8

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

The Company recognizes revenues in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition."  SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions.  The Company recognizes revenue when the earnings process is complete.  That is, when the arrangements of the goods are documented, the pricing becomes final and collectibility is reasonably assured. An allowance for bad debt is provided based on estimated losses. For revenue received in advance for goods, the Company records a current liability classified as either deferred revenue or customer deposits. As of September 30, 2009, there was no deferred revenue.

Allowance for Doubtful Accounts

The Company recognizes an allowance for doubtful accounts to ensure accounts receivable are not overstated due to uncollectibility. Bad debt reserves are maintained for all customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. As of September 30, 2009, the Company has determined an allowance for doubtful accounts is not necessary.

Financial Instruments

The Company’s financial assets and liabilities consist of cash, accounts receivable, equipment, and accounts payable. Except as otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values due to the short-term maturities of these instruments.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.  The Company had cash and cash equivalents of $123 and $7 as of September 30, 2009 and December 31, 2008 respectively, all of which was fully covered by federal depository insurance.

9

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No.109, “Accounting for Income Taxes.”  SFAS No.109 requires recognition of deferred income tax assets and liabilities for the expected future income tax consequences, based on enacted tax laws, of temporary differences between the financial reporting and tax bases of assets and liabilities.

Accounts Receivable

Accounts Receivable consists of Local Service revenue and Commission Revenue. The Accounts Receivable was $3,611 as of September 30, 2009.

Fixed Assets and Other Assets

Fixed Assets are stated at cost. The Company acquired 96 payphones valued at $4,320 on January 7, 2009 in an Asset Assignment Agreement. Depreciation expense for the nine months ended September 30, 2009 and September 30, 2008 were $1,080 and $0 respectively for both periods. Depreciation and amortization are computed using the straight-line over the estimated economic useful lives of the related assets as follows:

Asset	Rate
Payphone Equipment	3 years

 Upon sale or other disposition of property and equipment, the cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the determination of income or loss. Expenditures for maintenance and repairs are charged to expense as incurred.  Major overhauls and betterments are capitalized and depreciated over their estimated economic useful lives.

Maintenance and repairs are charged to operations; betterments are capitalized.  The cost of property sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the property and related accumulated depreciation accounts, and any resulting gain or loss is credited or charged to income.

10

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

Pervasiveness of Estimates

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

Loss per Share

Basic loss per share has been computed by dividing the loss for the period applicable to the common stockholders by the weighted average number of common shares outstanding during the years.  There were no common equivalent shares outstanding during the years ended December 31, 2008 and the nine months ended September 30, 2009.

Intangible Assets

As part of the asset acquisition of NB Telecom, Inc. effective January 7, 2009, the company acquired intangible assets of $33,887.  Of that amount $9,150 has been assigned to the value of phone equipment locations, which are subject to amortization. The phone equipment location intangible asset has an estimated useful life of 5 years, with no salvage value, that is amortized on straight-line basis quarterly.  Goodwill of $24,737, which is not subject to amortization, arose in connection with the acquisition.

The following is a summary of non-goodwill intangibles as of September 30, 2009:

	September 30,
	2009
Intangibles subject to amortization:
Phone equipment locations	$     9,150
Amortization of non-goodwill intangible assets  as of September 30, 2009	(1,373)
Net non-goodwill intangible assets as of September 30, 2009	$     7,777

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable.  Assets not subject to amortization are tested for impairment at least annually.  During 2009, no impairment loss has been recognized.

11

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangible Assets (Continued)

Changes in the carrying amount of Goodwill during 2009 are as follows:

	September 30,
	2009
Balance, January 1, 2009
Goodwill	$          -
Accumulated impairment losses	-
	-
Goodwill acquired during year	24,737
Impairment losses	-
Gain (loss) on disposal of business unit	-
Balance, September 30, 2009
Goodwill	24,737
Accumulated impairment losses	-
	$    24,737

Goodwill is reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.  During 2009, no goodwill impairment loss has been recognized.

Recent Accounting Standards

In December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This Statement is effective for fiscal years beginning on or after December 15, 2008.  Early adoption is not permitted. This statement, would impact the presentation and disclosure of the noncontrolling interests of any non-wholly owned business acquired in the future.

12

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

In December 2007, the FASB issued No. 141(R),  “Business Combinations” (“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a business combination. SFAS 141(R) also requires certain disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141(R) is effective for business combinations occurring in fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter. Early adoption of SFAS 14 1(R) is not permitted.  

In March 2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS 161").  SFAS 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting.  This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  This statement did not have any impact on the Company’s financial statements.

NOTE 2 - INCOME TAXES

As of December 31, 2008, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $26,662 that may be offset against future taxable income through 2028.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.  No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry-forwards will expire unused.  Accordingly, the potential tax benefits of the loss carry-forwards are offset by a valuation allowance of the same amount.

	2008	2007
Net Operating Losses	$            4,000	$           2,550
Valuation Allowance	(4,000)	(2,550)
	$  -	$  -

13

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 2 - INCOME TAXES (Continued)

The provision for income taxes differs from the amount computed using the federal US statutory income tax rate as follows:

	2008	2007
Provision (Benefit) at US Statutory Rate	$            1,450	$           1,638
Increase (Decrease) in Valuation Allowance	(1,450)	(1,638)
	$  -  -	$  -

The Company evaluates its valuation allowance requirements based on projected future operations.  When circumstances change and causes a change in management's judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income.

NOTE 3 – UNCERTAIN TAX POSITIONS

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s condensed consolidated financial position and results of operations. At January 1, 2007, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.

Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying consolidated statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits for the year ended December 31, 2008.  In many cases the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities.

With few exceptions, the company is generally no longer subject to U.S. federal, state, local or non-U.S. income tax examinations by tax authorities for years before 2004. The following describes the open tax years, by major tax jurisdiction, as of January 1, 2009:

United States (a) 2004 – Present

(a) Includes federal as well as state or similar local jurisdictions, as applicable.

14

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 4 - COMMITMENTS

As of September 30, 2009, all activities of the Company have been conducted by corporate officers from either their homes or business offices.  Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.

NOTE 5 – RELATED PARTY TRANACTIONS

An officer and shareholder of the Company, Joseph Passalaqua, has advanced the Company $150 in order to open a bank account in the name of the Company by issuing two separate notes for $50 and $100 respectively.  The notes accrue simple interest at annual rates of 10% and 18%, respectively and are payable on demand.  As of September 30, 2009, the Company owed $150 related to these notes, and has accrued $39 in interest payable.

Oxford Financial Group has advanced the Company $15,764.  Joan Fortman, a shareholder of the Company, is president of Oxford Financial Group.  The note accrues simple interest at an annual rate of 10% and is payable upon demand.  As of September 30, 2009, the Company owed $15,764 related to these notes, and has accrued $1,680 in interest payable.

The Company has a related party payable of $250 due to Jones & Haley, P.C. as of September 30, 2009 for legal services. Richard W. Jones, a partner with Jones & Haley, P.C. is a beneficial owner of Probst Capital, LLC, a shareholder of the Company.

The Company has related party payables of $5,273 due to Lyboldt-Daly, Inc. as of September 30, 2009, for bookkeeping services.  Joseph Passalaqua, an officer and shareholder of the Company is President and sole director of Lyboldt-Daly, Inc.

15

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 6 – COMMON STOCK TRANSACTIONS

On May 11, 2005, the Company issued 50,000 shares of common stock for cash at .01 per share.

On May 27, 2005, the Company issued 900,000 shares of common stock for cash at .0001 per share.

On June 14, 2005, the Company issued 6,000,000 shares of common stock for cash at .0001 per share.

On June 22, 2005, the Company issued 450,000 shares of common stock for cash at .01 per share.

On June 23, 2005, the Company issued 100,000 shares of common stock for cash at .01 per share.

On July 11, 2005, the Company issued 2,800,000 shares of common stock for cash at .0001 per share.

On July 13, 2005, the Company issued 200,000 shares of common stock for cash at .0001 per share.

On July 27, 2005, the Company issued 220,000 shares of common stock for cash at .01 per share.

16

SOTECH, INC.

(Formerly A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Continued)

NOTE 7 – ACQUISITION

The Company entered into an asset assignment agreement (effective January 7, 2009) to acquire substantially all of the assets and assume substantially all of the liabilities of NB Telecom, Inc., a Nevada corporation.  This acquisition has been accounted for in accordance with SFAS 141(R).  In the acquisition the company acquired assets valued at $25,165 which included $9,150 assigned to the value of payphone location where payphones are currently in service.  The company also assumed liabilities in the amount of $49,902.  The difference between the fair value of the assets and liabilities of $24,737 has been assigned to goodwill.  The fair value of the assets acquired and the liabilities assumed as a result of the agreement are as follows:

Cash	$          942
Accounts Receivable	10,753
Phone Equipment	4,320
Intangible assets	9,150
Goodwill	24,737
Accounts Payable	$     49,902

Revenues of the acquired business for the nine months ended September 30, 2009 were $21,333, 100% of which has been recorded in the accompanying financial statements.

The following shows the revenues of the combined entity for the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, on a proforma basis as if the acquisition occurred on January 1, 2008.

	September 30,
	2009	2008
Revenues	$     21,333	$   42,666

17

Item 2.  Management Discussion And Analysis Of Financial Conditions And Results Of Operations.

COSTS RELATED TO OUR OPERATIONS

THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008

REVENUES

Our total sales revenue increased by $8,002 for the three months ended September 30, 2009, when compared to $0 in the three months ended September 30, 2008. There are no previous sales of services or merchandise to compare in 2008 for a percentage of increase/decrease. This increase was due to the acquisition of the assets of NB Telecom, Inc. effective January 7, 2009.

COSTS OF SALES  

Our overall cost of sales increased by $7,503 for the three months ended September 30, 2009, when compared to $0 in the three months ended September 30, 2008. There are no previous costs of services or merchandise to compare in 2008 for a percentage of increase/decrease and systematic manner.  This increase was due to the acquisition of the assets of NB Telecom, Inc. effective January 7, 2009.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased by $12,832 or approximately an increase of 2,066% when comparing $621 in the three months ended September 30, 2008 to $13,453 in the three months ended September 30, 2009.  Professional fees, which included; Accounting fees, Bookkeeping fees and Legal fees, increased by $12,417 when comparing $438 in the three months ended September 30, 2008 to $12,855 in the three months ended September 30, 2009. These are fees we pay to accountants and attorneys throughout the year for performing various tasks.  General and Administrative expenses (G&A) increased by $415, when comparing $183 in the three months ended September 30, 2008 to $598 in the three months ended September 30, 2009. G&A expenses include Finance charges & Penalty fees, Stock Transfer fees, Postage & Delivery expense and Travel expense.

THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2008

REVENUES

Our total sales revenue increased by $21,333 for the nine months ended September 30, 2009, when compared to $0 in the nine months ended September 30, 2008. There are no previous sales of services or merchandise to compare in 2008 for a percentage of increase/decrease. This increase was due to the acquisition of the assets of NB Telecom, Inc. effective January 7, 2009.

COSTS OF SALES  

Our overall cost of sales increased by $22,845 for the nine months ended September 30, 2009, when compared to $0 in the nine months ended September 30, 2008. There are no previous costs of services or merchandise to compare in 2008 for a percentage of increase/decrease and systematic manner.  This increase was due to the acquisition of the assets of NB Telecom, Inc. effective January 7, 2009.

OPERATION AND ADMINISTRATIVE EXPENSES

Operating expenses increased by $16,193 or approximately an increase of 259% when comparing $6,243 in the nine months ended September 30, 2008 to $22,436 in the nine months ended September 30, 2009.  Professional fees, which included; Accounting fees, Bookkeeping fees and Legal fees, increased by $12,055 when comparing $6,006

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in the nine months ended September 30, 2008 to $18,061 in the nine months ended September 30, 2009.  These are fees we pay to accountants and attorneys throughout the year for performing various tasks. General and Administrative expenses (G&A) increased by $4,138, when comparing $237 in the nine months ended September 30, 2008 to $4,375 in the nine months ended September 30, 2009.

G&A expenses include Finance charges & Penalty fees, Stock Transfer fees, Postage & Delivery expense and Travel expense.

GOING CONCERN QUALIFICATION

In their Independent Auditor's Report for the fiscal year ending December 31, 2008, Robison, Hill & Co. states that we have incurred annual losses since inception raising substantial doubt about our ability to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, the Company had assets consisting of cash in the amount of $7.  At December 31, 2008 the Company had total liabilities of $17,479.  This amount includes shareholder loans for $7,150 and $677 in interest on these loans.  The shareholder loans accrue simple interest at the rate 10% and 18% per annum.      

As of September 30, 2009, the Company had assets consisting of; $123 in cash, $3,611 in accounts receivable, $3,240 in property and equipment, and $32,514 in intangible assets, with total assets of $39,488. At September 30, 2009 the Company had total liabilities of $81,960.  This amount includes shareholder loans for $15,914 and $1,719 in interest on these loans.  The shareholder loans accrue simple interest at the rate 10% and 18% per annum.      

CASH FLOW

Our primary source of liquidity has been cash from shareholder loans.

WE MAY HAVE TO DISCONTINUE OPERATIONS.

If we are unable to achieve or sustain profitability, or if operating losses increase in the future, we may not be able to remain a viable company and may have to discontinue operations. Our expenses have historically exceeded our revenues and we have had losses in all fiscal years of operation, including those in the fiscal years ending 2007 and 2008, and the losses are projected to continue in 2009. Our net losses for year ended December 31, 2008 and the nine months ended September 30, 2009 were $(6,726) and $(25,000), respectively.  The company has a cumulative net loss of $(51,662) since September 8, 2003 (Date of Inception) to the period ended September 30, 2009.  We have been concentrating on the development of our products, services and business plan.

There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.

We have been concentrating on the development of our products, services and business plan. There is no assurance that we will be successful in implementing our business plan or that we will be profitable now or in the future.

COMMON STOCK

We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.0001. There are 10,720,000 shares of Common Stock issued and outstanding as of the date of this form 10-Q. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled

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to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.

PREFERRED STOCK

We are authorized to issue 10,000,000 shares of Preferred Stock, with a par value of $0.0001.  There are 0 shares of preferred stock issued and outstanding as of the date of this form 10-Q.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

Statements contained in this "Management's Discussion and Analysis or Plan of Operation" may contain information that includes or is based upon certain "forward-looking statements" relating to our business. These forward-looking statements represent managements current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as "anticipates," "plans," "believes," "expects," "projects," "intends," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to:

·

our ability to secure the additional financing adequate to execute our business plan;

·

our ability to identify, negotiate and complete the acquisition of an operating business, consistent with our business plan.

Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risks.

Not Applicable.

Item 4T.  Controls and Procedures.

(a)

Evaluation of disclosure controls and procedures.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company's principal executive officer and principal financial officer have evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation these officers have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission's rules and forms.  It is also important to point out that all internal control systems, no matter how well designed, have i nherent limitations and may not prevent or detect misstatements.  Therefore even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statements preparation and presentation.

 (b)

Changes in internal controls.

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There have been no changes in our internal controls or other factors that could significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

To the best knowledge of the Company's officers and directors, the Company is currently not a party to any pending legal proceedings.

Item 1A.  Risk Factors.

There have been no material changes to the risk factors previously disclosed under item 1 of the Company’s Registration Statement on Form 10-SB as filed with the United States Securities and Exchange Commission on February 9, 2007.

Item 2.  Unregistered sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

(a)

Exhibits:

*3.1

Certificate of Incorporation, as filed with the Georgia Secretary of State on September 8, 2003.

*3.2

By-Laws.

31.1

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

31.2

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

32.1

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.

32.2

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.

* Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 9, 2007, and incorporated herein by this reference.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated:  January 13, 2010

SOTECH, INC.

By:  /s/ William D. Harper

          William D. Harper

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