Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-K. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed elsewhere in this Form 10-K. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

This discussion is intended to further the reader's understanding of the Company's financial condition and results of operations and should be read in conjunction with the Company's financial statements and related notes included elsewhere herein. This discussion also contains forward-looking statements. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risks and uncertainties set forth elsewhere in this Annual Report and in the Company's other SEC filings. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company is not party to any transactions that would be considered "off balance sheet" pursuant to disclosure requirements under Item 303(c) of Regulation S-K.

Overview

The Company is a non-operating holding company. Historically, the Company has been involved and invested in gaming and vending businesses, the focus of which was on the entertainment, travel and leisure industries. Current management acquired control of the Company through the purchase of preferred shares in July 2021 and is in the process of identifying operating businesses that are potential candidates for acquisition.

Critical Accounting Policies

The relevant accounting policies are listed below.

Basis of Accounting

The basis is United States generally accepted accounting principles.

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.

Use of Estimates

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

Comprehensive Income (Loss)

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

Income Taxes

H.R. 1 (the "Tax Reform Law"), effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulting in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduced the federal corporate tax rate from 34% to 21% effective January 1, 2018 for the Company.

At December 31, 2025 and 2024, the Company had net operating losses ("NOL") for income tax purposes. The Company has NOL carry-forwards for Federal income tax purposes of $2.72 million and $2.67 million at December 31, 2025 and 2024, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying financial statements because the Company believes the realization of the Company's deferred tax of approximately $0.57 million as of December 31, 2024, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.

Components of deferred tax assets as of December 31, 2025 and 2024 are as follows:

		2025				2024
Net deferred tax assets - Non-current:
Expected income tax benefit from NOL carry-forwards		$	572,770			$	561,538
Less: valuation allowance			(572,770	)			(561,538	)
Deferred tax assets, net of valuation allowance		$	-			$	-

Income Tax Provision in the Statements of Operations

A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the years ended December 31, 2025 and 2024 is as follows:

		2025				2024
Federal statutory income tax expense (benefit) rate			(21.00)%				(21.00)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (No state operations)			- %				- %
Change in valuation allowance on net operating loss carry-forwards			21.00 %				21.00 %
Effective income tax rate			0.00 %				0.00 %

A reconciliation of income tax expense (benefit) computed at the federal statutory rate to the reported income tax expense (benefit) for the years ended December 31, 2025 and 2024 is as follows:

		2025				2024
Federal statutory income tax expense (benefit)		$	(11,232	)		$	(11,024	)
State statutory income tax (benefit), net of effect of state income tax deductible to federal income tax (No state operations)			-				-
Change in valuation allowance on net operating loss carry-forwards			11,232				11,024
Effective income tax		$	0			$	0

Year end

The Company's fiscal year-end is December 31.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). The guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning with the year ending December 31, 2027 and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles: Goodwill and Other‒Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). The guidance modernizes the accounting for software costs and enhances the transparency about an entity's software costs. The guidance will be effective for the annual periods beginning with the year ending December 31, 2027 and for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively, retrospectively, or under a modified transition approach. We are evaluating the effect that this guidance and do not expect the adoption of this guidance to have a material impact on our financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), which clarifies interim disclosure requirements and the applicability of Topic 270. The guidance will be effective for interim periods beginning January 1, 2028. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (ASU 2025-10) to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance will be effective for the annual periods beginning with the year ending December 31, 2028 and for interim periods beginning January 1, 2029. Early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. We are evaluating the effect that this guidance and do not expect the adoption of this guidance to have a material impact on our financial statements. We do not expect the adoption of this guidance to have a material impact on our financial statements.

Recently adopted accounting pronouncements

Beginning in 2025 annual reporting, we adopted Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis. This standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures.

Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on the Company's present or near future financial statements.

Results of Operations

Capitalization

The following table sets forth, as of December 31, 2025 and 2024, the capitalization of TechCom, Inc. on an actual basis. This table should be read in conjunction with the more detailed financial statements and notes thereto included elsewhere herein.

December 31, 2025 Actual:
Preferred stock, $0.0001 par; 1,000,000 shares issued and outstanding at December 31, 2025		$	100
Common stock, $0.00001 par; 64,990,254 shares issued and outstanding on December 31, 2025			650
Additional paid-in capital			2,418,816
Deficit accumulated during development stage			(2,727,479)
Total stockholders' equity (deficit)		$	(307,913)

December 31, 2024 Actual:
Preferred stock, $0.0001 par; 1,000,000 shares issued and outstanding at December 31, 2024		$	100
Common stock, $0.00001 par; 64,990,254 shares issued and outstanding at December 31, 2024			650
Additional paid-in capital			2,418,816
Deficit accumulated during development stage			(2,673,991	)
Total stockholders' equity (deficit)		$	(254,425	)

Results of Operations for the years ended December 31, 2025 and December 31, 2024

For the year ended December 31, 2025 and 2024, we had no revenue.

Costs of revenue during these same periods were $0.

For the years ended December 31, 2025 and 2024, professional and administrative expenses were $53,488 and $52,494, respectively. These costs were primarily the costs for the daily operations and legal services.

For the years ended December 31, 2025 and 2024, professional expenses were $42,090 and $43,490 respectively The professional fee expenses in 2025 and 2024 were mainly due to accounting, compliance and SEC filing preparations.

For the years ended December 31, 2025 and December 31, 2024, general and administrative expenses were $11,398 and $9,004 respectively. Costs incurred were primarily SEC filings and stock records service fees.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has no operations and has a stockholders deficit of $307,913 with an accumulated deficit of $2,727,479. The Company intends to find a merger target in the form of an operating entity. The Company cannot be certain that it will be successful in this strategy.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of any product research and development that we will perform for the term of our plan of operation

The Company is a shell company with no operations and does not have specific products. Our research and development will depend on a future merger with an operational company or companies.

Expected purchase or sale of plant and significant equipment

We do not anticipate the purchase or sale of any plant or significant equipment; as such, items are not required by us at this time.

Significant changes in the number of employees

As of December 31, 2025, we did not have any paid employees. We are dependent upon our officers and directors for our future business development. In case our operations expand, we anticipate that we need to hire additional employees, consultants and professionals; however, the exact number is not certain at this time.

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $939.

A critical component of our operating plan impacting our continued existence is our ability to obtain additional capital through additional equity and/or debt financing.

We have limited financial resources available, which has had an adverse impact on our liquidity, activities and operations. These limitations have adversely affected our ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for us to continue as a going concern. In order for us to remain a going concern, we will need to obtain additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), from other funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to us, or at all. However, the shareholder is willing to provide necessary financial support minimum for the next 12 months.

In addition, the Company hired a consulting company which was owned by the former principal shareholders to manage the Company and the former principal shareholders served as Chief Executive Officer and Chief Financial Officer. The fees were $31,500 and $48,000 in 2023 and 2022, respectively. The services ended in November 2023, when the Company engaged a new Chief Executive Officer and Chief Financial Officer.

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect our business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all, and such financing, if available, might be dilutive.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates