UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
FORM 10-Q
 
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2019
 
[_] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________to ________________
 
Tech Central, Inc.
(Name of small business issuer in its charter)
  
Wyoming
(State or other jurisdiction of incorporation)
333-212438
(Commission File Number)
46-5642819
(IRS Employer Identification No.)
 
Tech Central Inc
Abundance Building
43537 Ridge Park Drive
Temecula CA 92590
855-998-4710
(Address and telephone number of registrant's principal executive offices and principal place of business)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] 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.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 
  ☒
Smaller reporting company
  ☒
Emerging growth company
  ☒
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    [_]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [  ]    No [X]

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
None
None
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
May 7, 2019
Common Stock, $0.001 par value per share
19,836,250
 
 
 
   

TABLE OF CONTENTS
INDEX
  
 
 
 
Part I.
Financial Information
 
 
 
 
Item 1.
Financial Statements
3
 
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
15
 
 
 
Item 4.
Controls and Procedures
15
 
 
 
Part II.
Other Information
 15
 
 
 
Item 1.
Legal Proceedings
15
     
Item 1A. Risk Factors 15
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15
 
 
 
Item 3.
Defaults upon Senior Securities
16
 
 
 
Item 4.
Mine Safety Disclosures
16
 
 
 
Item 5.
Other Information
16
 
 
 
Item 6.
Exhibits
 16
 
 
 
Signatures
 
165


2

FINANCIAL STATEMENTS
TECH CENTRAL, INC.
TABLE OF CONTENTS
 
 
Table of Contents to Financial Statements
 
Balance Sheets as of December 31, 2018(Audited) and March 31, 2019 (Unaudited)  
4
Statements of Operations for the Periods Ended March 31, 2019 and March 31, 2018  (Unaudited)  
5
Interim Equity Statement for Periods Ended March 31, 2019 and March 31, 2018
6
Statements of Cash Flows for the Periods Ended March 31, 2019 and March 31, 2018 (Unaudited)  
7
Notes to the Financial Statements
8-11
 

3

TECH CENTRAL, INC.
BALANCE SHEETS
March 31, 2019 and December 31, 2018

 
       
March 31, 2019
(Unaudited)
   
December 31, 2018
(Audited)
 
Assets
                 
Current Assets
                 
    Cash
     
S
   
24,177
   
$
30,085
 
     Accounts receivable
           
25,250
     
20,250
 
Total Current Assets 
           
49,427
     
50,335
 
Other Assets
                       
   Film Equipment net
           
6,726
     
7,870
 
   Script, net
           
44,167
     
46,667
 
Total Other Assets
           
50,893
     
54,537
 
                         
Total Assets
         
$
100,320
   
$
104,872
 
 
                       
Liabilities And Stockholders' Equity (Deficit)
                       
Current Liabilities
                       
    Accounts payable
         
$
8,850
   
$
5,800
 
Total Current Liabilities
           
8,850
     
5,800
 
Total Liabilities
           
8,850
     
5,800
 
 
                       
Commitments and Contingencies
           
-
     
-
 
 
                       
Stockholders' Equity (Deficit)
                       
Common stock $0.001 par value 75,000,000 shares authorized 19,836,250 shares issued and outstanding at March 31, 2019 and  18,836,250 shares authorized and outstanding December 31, 2018
           
19,837
     
18,837
 
Shares to be issued
           
123,950
     
173,950
 
Additional paid in capital
           
590,988
     
541,988
 
Accumulated Deficit
           
(643,305
)
   
(635,703
)
Total Stockholders' Equity (Deficit)
           
91,470
     
99,072
 
 
                       
Total Liabilities and Stockholders' Equity (Deficit)
         
$
100,320
   
$
104,872
 
See accompanying notes to financial statements   
4
TECH CENTRAL, INC.
Statements of Operations
For the Quarters Ended March 31, 2019 and March 31, 2018
(Unaudited)

 
 
March 31, 2019
   
March 31,2018
 
Revenue
           
Video Filming
 
$
5,000
   
$
5,200
 
Total Revenue
   
5,000
     
5,200
 
 
               
Cost of Goods Sold
   
-
     
-
 
 
               
Gross Profit
   
5,000
     
5,200
 
 
               
Operating Expenses
               
   Depreciation and amortization
   
3,644
     
1,144
 
   Professional Fees
   
8,097
     
10,097
 
   Advertising & Marketing Expense
   
-
     
599
 
   General & Administrative
   
861
     
1,656
 
 
               
Total Expenses
   
12,602
     
13,496
 
 
               
Net Operating Income Before Taxes
   
(7,602
)
   
(8,296
)
 
               
 Provision for Income taxes
   
-
     
-
 
 
               
   Net Income
 
$
(7,602
)
 
$
(8,296
)
 
               
Basic and Diluted Loss Per Common Share
 
$
(.00
)
 
$
(.00
)
 
               
Weighted Average Shares Basic and Diluted
   
19,672,315
     
8,836,250
 

 See accompanying notes to financial statements.




5



TECH CENTRAL, INC.
INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(Unaudited)


   
Common Stock Number of Shares
   
Amount
   
Additional Paid in Capital
   
Shares to be Issued
   
Retained Earnings
   
Total
 
January 1, 2018
   
18,836,250
   
$
8,837
   
$
51,988
   
$
-
   
$
(34,863
)
 
$
25,962
 
Net Income (Loss)
                                   
(8,295
)
   
(8,295
)
March 31, 2018
   
18,836,250
   
$
8,837
     
51,988
   
$
-
   
$
(43,158
)
 
$
17,667
 
                                                 
January 1, 2019
   
18,836,250
   
$
18,837
   
$
541,988
   
$
173,950
   
$
(635,703
)
 
$
99,072
 
Stock issued for Asset
           
1,000
     
49,000
     
(50,000
)
           
-
 
Net Income (Loss)
                                   
(7,602
)
   
(7602
)
March 31, 2019
   
19,836,250
   
$
19,837
     
590,988
   
$
123,950
   
$
(643,305
)
 
$
91,470
 

See accompanying notes to financial statements
 
 
6

TECH CENTRAL, INC.
Statements of Cash Flows
For the Quarters Ended March 31, 2019 and March 31, 2018
(Unaudited)

 
 
March 31,
   
March 31,
 
 
 
2019
   
2018
 
Cash Flows from Operating Activities
           
Net Income (Loss)
 
$
(7,602
)
 
$
(8,296
)
Adjustments to Reconcile Net Loss To Net Cash
               
    Change in Accounts receivable
   
(5,000
)
   
(5,200
)
    Change in Accounts payable
   
3,050
     
7,200
 
    Depreciation and Amortization
   
3,644
     
1,144
 
Net Cash Provided by (Used in) Operating Activities
   
(5,908
)
   
(5,152
)
                 
Increase (Decrease) in cash
   
(5,908
)
   
(5,152
)
 
               
Cash at Beginning of Period
   
30,085
     
5,617
 
 
               
Cash at End of Period
 
$
24,177
   
$
465
 
 
               
Supplemental Cash flow Information
               
  Cash paid for Interest
 
$
-
   
$
-
 
 
               
  Cash paid for income taxes
 
$
-
   
$
-
 
 
               

See accompanying notes to financial statements.
7

TECH CENTRAL, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS PERIODS ENDED MARCH 31, 2019 AND 2018

Note 1 – Summary of Significant Accounting Policies
 
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

BUSINESS AND BASIS OF PRESENTATION
Tech Central, Inc. ("TC") was incorporated under the laws of the State of Wyoming on April 28, 2014.
TC was formed as a Media Company engaging in online video and photography content development and distribution; and website and mobile app technology integration design and development.

BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of March 31, 2019 and December 31, 2018.

ESTIMATES
The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2019 and December 31, 2018.

PROPERTY AND EQUIPMENT
The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method over the estimated useful lives of the assets ranging from three to five years.

INVENTORY
  Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.  The company had no inventory as of March 31, 2019 and December 31, 2018.

ACCOUNTS RECEIVABLE AND REVENUE
Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606 we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer; We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer.
 
 
8

FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS
We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

FEDERAL INCOME TAXES
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

NET INCOME PER SHARE OF COMMON STOCK
We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

STOCK BASED COMPENSATION
The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We have adopted ASC 606, Revenue from Contracts with Customers, which provides accounting guidance related to revenue from contracts with customers. As of March 31, 2019, and December 31, 2018, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.
 
 
9
 
Note 2 - Uncertainty, going concern

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of March 31, 2019, the Company had accumulated deficit of $643,305. As of December 31, 2018, the Company had accumulated deficit of $635,703. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.

Note 3- Equipment and Other Assets

Equipment
 
March 31
2019
   
December 31,
2018
 
Equipment
 
$
22,884
   
$
22,884
 
Accumulated Depreciation
   
(16,158
)
   
(15,014
)
Net Equipment
 
$
6,726
   
$
7,870
 
 
 
           
   
March 31,
2019
   
December 31,
2018
 
Script Acquisition
 
$
50,000
   
$
50,000-
 
Accumulated Amortization
   
(5,833
)
   
3,333
 
Net Equipment
 
$
44,167
   
$
46,667
 

The Company purchased film equipment for $22,884, which is comprised of video, lighting and editing equipment. The depreciation expense for March 31, 2019 was $1,144 and for March 31, 2018, $1,144.

The Company acquired a film script on August 20, 2018 for $50,000 which was paid for with 829,000 shares of stock valued at $.05.  The amortization expense for March 31, 2019 was $2,500 and for March 31, 2018 was $0.

10

Note-4 - Commitments and Contingencies

We have an employment agreement with our President Joe Lewis whereby he has agreed to take a salary when he has determined the Company has enough capital to pay a salary. At the quarter ended June 30, 2018 Joe Lewis had a payable of $10,000 for his services. On July 2, 2018 he was issued 10,000,000 shares. As of March 31, 2019 and March 31, 2018 there was no accrual of salaries.

Note 5 – Common Stock

At the quarter ended March 31, 2019 the Company had 19,836,250 shares issued and outstanding.  At the quarter ended March 31, 2018 the Company had 8,836,250 shares issued and outstanding.  There were 10,000,000 common stock issuances during the year ended December 31, 2018 and 18,836,250 shares issued and outstanding.

Common Stock issued and shares to be issued at December 31, 2018.
 
There were 1,000,000 shares issued in the quarter ending March 31, 2019 that were included at year end in shares to be issued.

Name
 
Date Issued
   
Shares Issued and to be issued
   
Price per Share
   
Total $ Amount
 
Issued for
Joe Lewis
   
7-3-18
     
10,000,000
   
$
.05
   
$
500,000
 
Services
Rising Phoenix
   
7-25-18
     
1,000,000
   
$
.05
   
$
50,000
 
Consulting Services
Darlene Riede
   
8-2-18
     
100,000
   
$
.05
   
$
5,000
 
Services
MCR Enterprises
   
8-16-18
     
500,000
   
$
.05
   
$
25,000
 
Consulting Services
Tala Media Corp
   
8-20-18
     
829,000
   
$
.05
   
$
41,450
 
Script Asset Acquisition
Hannah Grabowski
   
11-12-18
     
250,000
   
$
.05
   
$
12,500
 
Marketing Services
Jeremy Woertnik
   
11-15-18
     
200,000
   
$
.05
   
$
10,000
 
Services
777 Capital
   
12-31-18
     
600,000
   
$
.05
   
$
30,000
 
Investment

Note 6 – Subsequent Events

Management has reviewed events between March 31, 2019 to the date that the financials were available to be issued, and there were no significant events identified for disclosure .
11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company's Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption "Forward-Looking Information and Factors That May Affect Future Results" and under Part I, Item 1A, of the Company's Annual Report on Form 10-K under the heading "Risk Factors."

 
GENERAL
 
We were incorporated in Wyoming on April 28, 2014 and we have elected, for the purpose of filing our Registration Statement with the SEC and preparing our audit, December 31 as our fiscal year end.
 
We are a full-service multi-media Company with a multi operational approach focusing on Online video and photography content development and distribution and Website and mobile app technology integration design and development. Websites are a unique mix of textual content, photos, sometimes video and often times apps, which are designed as plug-ins to websites or for mobile devices, aiding in the conveyance of a website's message whether it be business related or personal. We offer products and solutions to help our customers stand out in the ever-changing internet environment. We have been, initially, capitalized through the acquisition of Assets from our founding shareholder, cash flows from multi-media operations and the proceeds from a Private Placement offering.
 
For the three months ended March 31, 2019 we had gross revenues of $5,000 and total expenses of $12,602 and a net loss of $7,602 compared to the three months ended March 31, 2018 in which we had gross revenues of $5,200 derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $13,496 and a net loss of $8,296.

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We may also seek equity financing in the future for the California coastal project. At this time, we have no arrangements for any funding source.

In addition, we are seeking potential acquisitions that fit within our business model. At this time, we have not entered into any agreements with any entities.

Significant Accounting Policies and Estimates
 
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
 
12
 
Revenue Recognition
 
Revenue consists substantially of fees earned from movies and videos that we have interests in and commercial video work. In accordance with ASC 606 we recognize revenue when we satisfy each performance obligation by transferring control of the promised goods or services to our customers. We recognize revenue from a sale or licensing arrangement of a film when we have transferred control of the licensing right to our customer. We recognize revenue from commercial video services rendered when we have transferred control of the commercial video work completed to our customer.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
 
Results of Operations
 
For the Three Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018  

For the three months period ended March 31, 2019, we had gross revenues of $5,000, and total expenses of $12,602 consisting of professional fees of $8,097 which were attributable to expenses relating to our SEC filings and accounting costs, depreciation and amortization of $3,644, computer and internet expense of $0, consulting fees of $0, and general & administrative fees of $861 resulting in a loss of $7,602.

For the quarter ended March 31, 2018 we had gross revenues of $5,200, which were derived primarily from commercial video work and digital video and photo integration into website design, and total expenses of $13,496 consisting of advertising and marketing of $599, depreciation expense of $1,144, computer and internet expenses of $0, professional fees of $10,097, rent of $150 and general and administrative expense of $1,506, resulting in a loss of $8,296.

Liquidity and Capital Resources

For the three months ended March 31, 2019 compared to the three months ended March 31, 2018.

The change in shareholders' equity at the quarter ended March 31, 2019 and year ended December 31, 2018 was largely attributable to operating losses incurred in the period.

During the quarter ended March 31, 2019 we used $(5,908) in operating activities compared to the quarter ended March 31, 2018, we used $(5,152) in operating activities.

For the quarters ended March 31, 2019 and 2018 we did not use any funds in investing activities. 
 
 
13

 
For the quarters ended March 31, 2019 and 2018 we neither generated nor used any funds in financing activities.

The company has insufficient cash resources available to fund its primary operations. If we do not receive any additional revenue or receive additional funding we would not have the ability to implement our business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third party sources of liquidity.

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.
 
Plan of Operation

Our plans are to continue to market our multi-media services focusing on the integration of video with web site design and to continue with the development of our aerial footage for California coastal areas. We may also seek equity financing in the future for the California coastal project. At this time, we have no arrangements for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. At this time, we have not entered into any agreements with any entities.

Marketing and Sales efforts:

Our marketing efforts will primarily be related to marketing our multimedia services and upon completion, the marketing and sales of our California Coast video project.

We plan on optimizing Search Engine Optimization ("SEO") work and internet marketing, and subsequently believe sales will be initially supported through our website. We also plan on engaging a call center for developing interest in our products within the next fiscal year. Successful implementation of our business strategy depends on factors specific to the further development of our products, regulations regarding equities trading, additional financing through equity or debt sources and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

-  The ability to anticipate changes in consumer preferences and to meet customers' needs for trading products in a timely cost effective manner; and;

-  The ability to establish, maintain and eventually grow market share in a competitive environment.

Income Taxes

We had taxes payable of $0 at the quarter ended March 31, 2019 as compared to taxes payable of $0 at the year ended December 31, 2018.


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Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
Item 4. Controls and Procedures
   
Evaluation of Disclosure Controls and Procedures
 
An evaluation was performed under the supervision of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the design and operation of our 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 our Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of  March 31, 2019, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to material weaknesses in our internal controls as described in the December 31, 2018 annual report.
 
Changes in Internal Control Over Financial Reporting.
 
We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company was not subject to any legal proceedings during the three-month period ended March 31, 2019 or year ended 2018 and to the best of our knowledge and belief no proceedings are currently threatened or pending.
 
Item 1A. Risk Factors
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31 2019,  there were 1,000,000 equity securities were issued.   
 
During the three months ended March 31 2018, no unregistered equity securities were issued.   


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Item 3. Defaults upon Senior Securities
 
No senior securities were issued and outstanding during the three months ended March 31, 2019 and 2018.
 
Item 4. Mining Safety Disclosures
 
Not applicable to our Company.
 
Item 5. Other Information
 
None.

ITEM 6. EXHIBITS
 
Number
         Exhibit
101**
Interactive Data files
** Filed Herewith
 
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized

 
 Dated: May 10, 2019
TECH CENTRAL, INC.
 
 
 
 
By:
/s/ Joe Lewis
 
 
Joe Lewis,
 
 
Chief Executive Officer
 



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