UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2009
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 000-28843
Tech Power, Inc.
(Name of Small Business Issuer in its charter)
| | | |
| NEVADA | | 72-1530097 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
| 18031 Irvine Blvd | | |
| Suite 101 | | |
| Tustin, CA | | 92780 |
| (Address of principal executive offices) | | (Zip code) |
(714) 832-5386
(Issuer’s Telephone Number)
| |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed 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 filed such report(s), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
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” ion Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
| | |
Non-accelerated filer o | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
As of May 20, 2009, the Company had 2,114,625 shares of common stock issued and outstanding.
FORM 10-Q
TECH POWER, INC.
INDEX
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| PART I | | Financial Information | | |
| | | | | |
| | | Item 1. Financial Statements (Unaudited) | | |
| | | | | |
| | | Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008 | | 1 |
| | | | | |
| | | Statements of Operations for the Three Months Ended March 31, 2009 and 2008 and for the period from July 17, 2002 (inception) through March 31, 2009 (Unaudited) | | 2 |
| | | | | |
| | | | | |
| | | Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 and for the period from July 17, 2002 (inception) through March 31, 2009 (Unaudited) | | 3 |
| | | | | |
| | | Notes to Financial Statements as of March 31, 2009 (Unaudited) | | 4 |
| | | | | |
| | | Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operations | | 6 |
| | | | | |
| | | Item 3. Qualitative and Quantitative Disclosures About Market Risk | | 7 |
| | | | | |
| | | Item 4T. Controls and Procedures | | 7 |
| | | | | |
| PART II | | Other Information | | |
| | | | | |
| | | Item 1. Legal Proceedings | | 8 |
| | | | | |
| | | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | | 8 |
| | | | | |
| | | Item 3. Defaults Upon Senior Securities | | 8 |
| | | | | |
| | | Item 4. Submission of Matters to a Vote of Security Holders | | 8 |
| | | | | |
| | | Item 5. Other Information | | 8 |
| | | | | |
| | | Item 6. Exhibits | | 8 |
| | | | | |
| | | Signatures | | 9 |
TECH POWER, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As of March 31, 2009 and December 31, 2008
| | | March 31 2009 | | | December 31, 2008 | |
| | | (Unaudited) | | | (Audited) | |
| ASSETS | | | | | | |
| Current Assets | | | | | | |
| Cash and equivalents | | $ | 2,480 | | | $ | 48,598 | |
| | | | | | | | | |
| Other Assets | | | | | | | | |
| Note receivable – related party | | | 45,000 | | | | 0 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 47,480 | | | $ | 48,598 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | |
| | | | | | | | | |
| Liabilities | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accrued expenses – related party | | $ | 16,218 | | | $ | 16,393 | |
| Note payable – related party | | | 8,500 | | | | 8,500 | |
| Total liabilities | | | 24,718 | | | | 24,893 | |
| | | | | | | | | |
| Stockholders’ Deficit | | | | | | | | |
| Common Stock, $.001 par value, 25,000,000 shares authorized, 2,114,625 shares issued and outstanding | | | 2,115 | | | | 2,115 | |
| Additional paid-in capital | | | 7,901 | | | | 7,901 | |
| Net income during the development stage | | | 12,746 | | | | 13,689 | |
| Total stockholders’ deficit | | | 22,762 | | | | 23,705 | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | | $ | 47,480 | | | $ | 45,598 | |
See accompanying notes to financial statements.
TECH POWER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended March 31, 2009 and 2008
And the Period from July 17, 2002 (Inception) to March 31, 2009
| | | | | | | | | Period from | |
| | | Three Months Ended | | | Three Months Ended | | | July 17, 2002 (Inception) to | |
| | | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
| | | | | | | | | | |
| Revenues | | $ | - | | | $ | - | | | $ | 50,000 | |
| | | | | | | | | | | | | |
| General and administrative expenses | | | 1,170 | | | | 4,420 | | | | 35,267 | |
| | | | | | | | | | | | | |
| Net loss before other income (expense) | | | (1,170 | ) | | | (4,420 | ) | | | 14,733 | |
| | | | | | | | | | | | | |
| Other income (expense) | | | | | | | | | | | | |
| Dividend income | | | 52 | | | | 7 | | | | 122 | |
| Interest income | | | 216 | | | | | | | | 216 | |
| Interest expense | | | (41 | ) | | | | | | | (309 | ) |
| Escrow fees | | | - | | | | - | | | | (2,016 | ) |
| Total other income (expense) | | | 227 | | | | 7 | | | | (1,987 | ) |
| | | | | | | | | | | | | |
| Net income / (loss) | | $ | ( 943 | ) | | $ | (4,413 | ) | | $ | 12,746 | |
| | | | | | | | | | | | | |
| Net loss per share: | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | 0.01 | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding: | | | | | | | | | | | | |
| Basic and diluted | | | 2,114,625 | | | | 2,114,625 | | | | 2,114,625 | |
See accompanying notes to financial statements.
TECH POWER, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31, 2009 and 2008
And the Period from July 17, 2002 (Inception) to March 31, 2009
| | | | | | | | | Period from | |
| | | Three Months Ended | | | Three Months Ended | | | July 17, 2002, (Inception) to | |
| | | March 31, 2009 | | | March 31, 2008 | | | March 31, 2009 | |
| Cash Flows from Operating Activities | | | | | | | | | |
| Net income / (loss) | | $ | (943 | ) | | $ | (4,413 | ) | | $ | 12,746 | |
Adjustments to reconcile net loss to net cash Used in operating activities: | | | | | | | | | | | | |
| Imputed interest on shareholder loans | | | - | | | | - | | | | 268 | |
| Change in non-cash working capital items | | | | | | | | | | | | |
| (Increase) in prepaid expenses | | | - | | | | - | | | | - | |
| Increase in accrued expenses | | | - | | | | - | | | | - | |
| Increase / (decrease) in accrued expenses- related party | | | (175 | ) | | | 2,400 | | | | 16,218 | |
| Net cash provided by / (used in) operating activities | | | (1,118 | ) | | | (2,013 | ) | | | 29,232 | |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | | | | | | |
| Proceeds from sales of common stock | | | - | | | | - | | | | 9,748 | |
| Loan received from related party | | | - | | | | - | | | | 8,500 | |
| Loan to related party | | | (45,000 | ) | | | - | | | | (45,000 | ) |
| Net cash used in financing activities | | | (45,000 | ) | | | - | | | | (26,752 | ) |
| | | | | | | | | | | | | |
| Net increase (decrease) in cash | | | (46,118 | ) | | | (2,013 | ) | | | 2,480 | |
| | | | | | | | | | | | | |
| Cash – beginning of period | | | 48,598 | | | | 2,080 | | | | - | |
| Cash – end of period | | $ | 2,480 | | | $ | 67 | | | $ | 2,480 | |
| | | | | | | | | | | | | |
| Supplemental Cash Flow Disclosures: | | | | | | | | | | | | |
| Cash paid for interest | | $ | - | | | $ | - | | | $ | - | |
| Cash paid for income taxes | | $ | - | | | $ | - | | | $ | - | |
See accompanying notes to financial statements.
TECH POWER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (unaudited)
March 31, 2009
NOTE 1 - BASIS OF PRESENTATION
The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements, including the estimated useful lives of tangible and intangible assets. Management believes the estimates used in preparing the financial statements are reasonable and prudent. Actual results could differ from these estimates.
NOTE 2 - GOING CONCERN
Tech Power, Inc. has limited working capital and has received minor revenues so far from a one-time sale of services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Tech Power, Inc. to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its future capital requirements and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
NOTE 3 – NOTE RECEIVABLE – RELATED PARTY
The Company has a loan to a related party, the Company’s CEO, totaling $45,000 at March 31, 2009. The loan is unsecured. The Company does not anticipate repayment during 2009. Accordingly, the loan is classified as a non-current liability.
NOTE 4 – ACCRUED EXPENSES – RELATED PARTY
The Company has a payable due to a related party, the son of the Company’s CEO, totaling $16,218 at March 31, 2009, related to operating expenses of the Company that were paid for by the related party.
NOTE 5 – NOTE PAYABLE – RELATED PARTY
The Company received a loan of $2,500 from a related party, the daughter of the Company’s CEO, in June 2007, to be used for working capital. The loan is non-interest bearing and is secured by 50,000 shares of the Company’s common stock. The loan principal is due in full on July 1, 2009.
TECH POWER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS (unaudited)
March 31, 2009
NOTE 5 – NOTE PAYABLE – RELATED PARTY (continued)
The Company received a loan of $6,000 from a related party, the son of the Company’s CEO, in July 2008, to be used for working capital. The loan is non-interest bearing. The loan principal is due in full on July 1, 2009.
Prior years’ imputed interest on the above loans in the amount of $268 is included as an increase to additional paid in capital.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
We were formed on July 17, 2002 as a computer services business focused on providing broadband solutions to customers. Our initial plan was to use the contacts and connections of our officers to establish a relationship with telecommunication company, XO Communications. We planned to offer value added services to businesses and consumers by providing the hardware, software, and service to connect to the Internet through XO Communications’ broadband fiber optic network.
We are a technical support company that offers remote technical support to users of computers and their hardware and software. Our goal is to be a resource to companies who need technical support but are unwilling or unable to pay for a computer technical support specialist to visit their location and to tap into the small business market of southern California.
We face many challenges in meeting our goal. Technical support is offered by many companies including but not limited to computer manufacturers and retailers. In the short-term, we are focused on establishing ourselves as a company who can provide quality technical support over the telephone and internet at a reasonable cost and in a timely manner.
We believe that, if properly capitalized, we can develop our existing contacts and resources to compete in this field and within our market.
Plan of Operations
Our services are currently provided through the toll free hotline number only. We distribute our leads to regional technology support providers by phone, email, or fax to our client Technology Service providers.
By advertising and marketing our toll free number through print, direct mail, radio, television, and the internet we hope to generate new and repeat customers requiring computer technical support. We will maintain a database of current clients and prospects for follow-up targeted marketing campaigns.
If our advertising and marketing provides results that are better than projected by management and our call volume becomes overwhelming, our business model is very scalable and could be outsourced to third parties domestically or internationally. Many well-known software and hardware companies currently outsource their support phone lines to countries such as India, Malaysia, and others in the Asia region.
In the future we plan on developing a website to enable our Technology Service providers to have access to leads as they are developed. This will further streamline operations and reduce costs.
LIQUIDTY AND CAPITAL RESOURCES
Tech Power, Inc. has limited working capital and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of Tech Power, Inc. to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
Historically operations and short term financing have been sufficient to meet our cash needs. We believe that we will be able to generate revenues from sales and raise capital through private placement offerings of its equity securities to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by the availability of financing products and raising capital.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material legal proceeding pending against us.
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
Not applicable.
Item 6. Exhibits
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| | | | | |
| Exhibit No. | | SEC Ref. No. | | Title of Document |
| | | | | |
| 1 | | 31.1 | | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | | | |
| 2. | | 31.2 | | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | | | |
| 3 | | 32.1 | | Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | | | |
| 4 | | 32.2 | | Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
| | TECH POWER, INC. |
| | |
| Date: May 20, 2009 | |
| | /s/ Matthew J. Marcus |
| | Matthew J. Marcus |
| | Chief Executive Officer and Chief Financial Officer |
