UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~x ANNUAL~~☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2016~~ 2017

~~¨ TRANSITION~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________

Commission File No. ~~000~~333-~~55391~~218737

POWERCOMM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

47-3152668

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3429 Ramsgate Terrace~~, Alexandria, Virginia 22309~~

Alexandria, Virginia 22309

(Address of principal executive offices)

Issuer’s telephone number: 571-259-8773

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

Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o ☐ No x ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes x ☐ No o ☒

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 o ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x ☐ No o ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 definitions of “large accelerated filer,” “accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o☐ (Do not check if a smaller reporting company) Smaller reporting company x☒ Emerging growth company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o ☐ No x ☒

~~The~~As of ~~aggregate~~June ~~market~~30, ~~value~~2017, the last business day of the ~~voting and~~registrant’s ~~non-voting~~most ~~common~~recently ~~equity~~completed ~~held~~second byfiscal ~~non-affiliates~~quarter, ofthere ~~the~~was ~~registrant~~no established ~~was~~public ~~$6,000~~trading asmarket for the common stock of ~~June~~the ~~30,~~registrant ~~2016~~and therefore, ~~the~~an ~~last~~aggregate ~~business~~market ~~day~~value of the registrant’s common ~~most~~stock ~~recently~~is ~~completed~~not ~~second fiscal quarter~~determinable.

At June ~~May 15~~6, ~~2017~~2018, there were 23 24,330,000 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I		3
ITEM 1. BUSINESS.		3
ITEM 1A. RISK FACTORS.		10
ITEM 1B. UNRESOLVED STAFF COMMENTS.		14
ITEM 2. PROPERTIES.		14
ITEM 3. LEGAL PROCEEDINGS.		14
ITEM 4. MINE SAFETY DISCLOSURES.		15
PART II		15
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.		15
ITEM 6. SELECTED FINANCIAL DATA.		16
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.		16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.		22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.		22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.		22
ITEM 9A. CONTROLS AND PROCEDURES.		23
ITEM 9B. OTHER INFORMATION		24
PART III		24
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.		24
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.		27
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.		27
PART IV		28
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.		28

PART I	3
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	10
ITEM 1B. UNRESOLVED STAFF COMMENTS	10
ITEM 2. PROPERTIES	10
ITEM 3. LEGAL PROCEEDINGS	10
ITEM 4. MINE SAFETY DISCLOSURES	10
PART II	10
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6. SELECTED FINANCIAL DATA	12
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	18
ITEM 9A. CONTROLS AND PROCEDURES	18
ITEM 9B. OTHER INFORMATION	19
PART III	20
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	20
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	24
PART IV	25
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	25

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company,” ~~and~~ “our company” and “PowerComm” refer to PowerComm Holdings, Inc., ~~a Delaware corporation,~~ and its wholly owned subsidiary, PowerComm Construction, Inc., on a consolidated basis. All amounts in this report are in U.S. Dollars, unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements,.” ~~as that term is defined under the Private Securities Litigation Reform Act of 1995.~~ The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements are based on our management'’s expectations and assumptions about future events as of the date of this Annual Report on Form 10-K, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

PART I

ITEM 1. BUSINESS.

THE BUSINESS

Corporate History and General Information

~~The~~PowerComm Holdings, Inc. (the “Company”) was incorporated in the State of Delaware on January 12, 2015, and was formerly known as White Grotto Acquisition Corporation (“White Grotto” or “White Grotto Acquisition”). The Company is in the business of electric utility, fiber optic, and telecommunications construction and maintenance services.

On September 14, 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc.

On November 15, 2016, the “Company”, entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) ~~with~~ with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the Company issued to PCC 200,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding stock of PCC. Mr. David Kwasnik, who is the officer, director and majority shareholder of the Company, was the sole shareholder of PCC prior to the acquisition.

For the purposes of disclosures throughout this annual report, when the “Company” is used, it refers to PowerComm Holdings Inc. and its wholly owned subsidiary PCC.

The Company is located at 3429 Ramsgate Terrace, Alexandria, Virginia 22309. The Company’s main phone number is (571) 259-8773. The Company’s fiscal year end is December 31. Neither the Company nor its predecessors have filed for bankruptcy, receivership or any similar proceedings nor are in the process of filing for bankruptcy, receivership or any similar proceedings.

~~Background~~Overview

The ~~Company’s~~ ~~independent~~Company, ~~auditors~~through ~~have~~its ~~issued~~wholly aowned ~~report~~subsidiary ~~raising~~PCC, ~~substantial~~installs, ~~doubt~~connects ~~about~~and services the ~~Company~~energy and communications sectors. Experienced PCC teams also build and maintain America’s ~~ability~~infrastructure from fiber-optic lines to ~~continue~~high asvoltage lines to cellular communication towers. The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC has provided for almost 20 years a ~~going~~diverse ~~concern~~range of power services, telecommunications and fiber optic services and cellular services. PCC is a longstanding service provider that works on complex projects for industry leaders. PCC service crews perform electrical power line work on overhead and underground power distribution infrastructures as well as on transmission and sub-transmission lines.

~~Overview~~The Business

~~The~~On November ~~Company~~15, ~~through its~~2016, ~~wholly~~PowerComm ~~owned~~Holdings, ~~subsidiary PCC~~Inc., ~~installs~~a Delaware corporation, ~~connects~~entered ~~and~~into ~~services~~a merger agreement (the ~~energy~~“Acquisition”) with ~~and~~PowerComm ~~communications~~Construction, ~~sectors~~Inc., ~~Experienced~~a Virginia corporation (“PCC”). ~~teams~~PowerComm Construction is a construction company ~~also~~with ~~build~~expertise ~~and~~in ~~maintain~~a ~~America’s~~variety ~~infrastructure~~of ~~from~~electric utility, fiber- optic, ~~lines~~and totelecommunications ~~high~~construction ~~voltage~~and ~~lines~~maintenance services and is qualified also to ~~cellular~~do ~~communication towers.~~business in all 50 states, the District of Columbia and Puerto Rico The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC ~~has~~installs, ~~provided~~connects ~~for~~and ~~almost~~services the 20energy ~~years~~and acommunications ~~diverse~~sectors. ~~range~~Experienced ofPCC ~~power~~teams ~~services,~~also ~~telecommunications~~build and ~~fiber~~maintain America’s infrastructure from fiber-optic lines ~~services~~to ~~and~~high voltage lines to cellular ~~services~~ communication towers. PCC ishas aits ~~longstanding~~headquarters ~~service~~in ~~provider~~Northern ~~that~~Virginia, ~~works~~with onoffices ~~complex~~in ~~projects~~Southern Maryland, ~~for~~Nashville, ~~industry~~Tennessee, ~~leaders~~and Washington, D.C. ~~PCC~~Prior ~~service~~to ~~crews~~the ~~perform electrical~~Acquisition, ~~power~~the ~~line~~Company ~~work~~had onno ~~overhead~~business ~~and~~or ~~underground~~operations. ~~power~~Pursuant to ~~distribution~~the ~~infrastructures~~Acquisition, asthe ~~well~~Company ashas onacquired ~~transmission~~the business plan, operations and ~~sub~~contracts of its now wholly-~~transmission~~owned subsidiary, PowerComm ~~lines~~Construction, Inc. (“PCC” or “PowerComm Construction”).

The Company, ~~Business~~through its wholly owned subsidiary PCC, installs, connects and services the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC has provided for almost 20 years a diverse range of power services, telecommunications and fiber optic services and cellular services. PCC is a longstanding service provider that works on complex projects for industry leaders. PCC service crews perform electrical power line work on overhead and underground power distribution infrastructures as well as on transmission and sub-transmission lines.

On November 15, 2016, PowerComm Holdings, Inc., a Delaware corporation, entered into a merger agreement (the “Acquisition”) with PowerComm Construction, Inc., a Virginia corporation (“PCC”). PowerComm Construction is a construction company with expertise in a variety of electric utility, fiber optic, and telecommunications construction and maintenance services and is qualified also to do business in all 50 states, the District of Columbia and Puerto Rico The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC installs, connects and services the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. PCC has its headquarters in Northern Virginia, with offices in Southern Maryland, Nashville, Tennessee, and Washington, D.C. Prior to the Acquisition, the Company had no business or operations. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its now wholly-owned subsidiary, PowerComm Construction, Inc. (“PCC” or “PowerComm Construction”).3

3Among other notable achievements in its current business are the following:

~~The~~o ~~Company, through its wholly owned subsidiary~~ PCC, installs, connects and services the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The current business of PCC is ~~in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC has provided for almost 20 years~~ a ~~diverse~~Contractor ~~range~~ of ~~power~~Choice ~~services,~~(COC) ~~telecommunications~~for ~~and~~Pepco ~~fiber~~/Exelon ~~optic services~~ and ~~cellular services.~~was ~~PCC~~awarded is a ~~longstanding~~$56 ~~service~~million ~~provider~~contract ~~that~~to ~~works on complex projects for industry leaders. PCC service crews~~ perform ~~electrical~~ ~~power~~manhole ~~line~~and ~~work~~conduit oninstallation, ~~overhead~~repair and ~~underground~~paving ~~power~~within ~~distribution~~the ~~infrastructures~~National asCapitol ~~well as on transmission and sub-transmission lines~~region.

~~Among~~o ~~other~~PCC ~~notable~~holds ~~achievements~~a in$4 ~~its current~~million ~~business~~plus ~~are~~contract with Pepco Holdings Inc. to conduct manhole inspection and repair that includes the ~~following:~~installation of inner-duct, fiber optic cable as well as installation and repair of low voltage (1,000 volts or less) cable.

o PCC ishas a ~~Contractor~~$5 ofmillion ~~Choice~~plus ~~(COC)~~contract ~~for~~with Pepco ~~/Exelon~~Holdings ~~and~~Inc. ~~was awarded a $56 million contract~~ to ~~perform~~provide ~~manhole~~traffic ~~and~~control ~~conduit~~services ~~installation,~~throughout ~~repair and paving within~~ the ~~National~~Washington, ~~Capitol~~D.C. ~~region~~Metro area.

o PCC ~~holds~~obtained a ~~$4 million plus~~ contract with Pepco/Exelon ~~Holdings Inc.~~ to ~~conduct~~provide ~~manhole inspection and repair that includes the installation of inner~~high/low-~~duct,~~voltage ~~fiber~~cabling ~~optic cable as well as~~ installation and repair ofthroughout ~~low~~the ~~voltage~~Washington, ~~(1000~~D.C. ~~volts~~Metro ~~or less) cable~~area.

o PCC ~~has~~was ajust $5awarded ~~million~~a ~~plus~~ contract with ~~Pepco~~Southern ~~Holdings~~Company ~~Inc.~~ to provide ~~traffic~~electric ~~control~~overhead distribution, transmission installation and repair services ~~throughout~~to ~~the~~its ~~Washington,~~subsidiaries ~~D.C.~~Georgia ~~Metro~~Power ~~area~~and Gulf Power through 2020.

o PCC recently ~~negotiated~~obtained a ~~multi-million dollar plus~~ contract with ~~Pepco/Exelon~~RCN to provide ~~high/low~~fiber-~~voltage~~optic cabling installation and repair throughout the Washington, D.C. Metro area.

o PCC ~~was~~is ~~just awarded~~ a ~~multi-million~~certified ~~contract~~contractor with ~~Southern~~Entergy ~~Company~~and toits ~~provide~~affiliates ~~electric~~(Entergy ~~overhead~~Arkansas, ~~distribution~~Louisiana, ~~transmission~~Mississippi, ~~installation~~New Orleans and ~~repair~~Texas), ~~services~~Southern toCompany and its ~~subsidiaries~~affiliates (Georgia Power, Alabama Power, Mississippi Power and Gulf ~~Power~~power) ~~through~~and ~~2020~~Exelon and its affiliates (Pepco Holdings Inc. and Baltimore Gas & Electric), allowing PCC to provide power-related services across much of the United States.

o In its Cell Tower Division, PCC ~~recently~~is ~~negotiated~~recognized as a ~~multi-million~~Master ~~dollar~~Services ~~plus~~Provider ~~contract~~for ~~with~~Crown ~~RCN~~Castle toand ~~provide~~SBA ~~fiber-optic~~Communications, ~~cabling~~two ~~installation~~of ~~and~~the ~~repair~~largest ~~throughout~~telecommunications tower owners in the ~~Washington~~world. PCC manages small cell, ~~D.C.~~Distributed ~~Metro~~Antenna ~~area~~Systems (“DAS”) and cellular connections for new tower builds, as well as, the installation and repair for leading cell tower companies.

o PCC isrecently awon ~~certified~~inclusion ~~contractor~~as ~~with~~a ~~Entergy~~Google ~~and~~Fiber ~~its~~Contractor. ~~affiliates~~PCC ~~(Entergy~~expects ~~Arkansas,~~to ~~Louisiana,~~be ~~Mississippi,~~able ~~New~~to ~~Orleans~~provide ~~and~~underground ~~Texas), Southern Company~~ and ~~its~~overhead ~~affiliates (Georgia Power, Alabama Power, Mississippi Power and Gulf~~ power) ~~and~~construction ~~Exelon~~work ~~and~~for ~~its~~planned ~~affiliates (Pepco Holdings Inc. and Baltimore Gas & Electric)~~multi-city, ~~allowing~~fiber ~~PCC to provide power~~“roll-~~related services across much of the United States~~outs.”

o ~~In its Cell Tower Division,~~ PCC ishas ~~recognized~~been asproviding acontracting ~~Master~~work ~~Services~~over ~~Provider~~several ~~for~~years ~~Crown~~to ~~Castle~~many ~~and~~prominent ~~SBA~~Fortune ~~Communications,~~500 ~~two~~companies ofincluding ~~the~~well-known ~~largest~~companies ~~telecommunications~~such ~~tower~~as ~~owners~~AT&T ~~in the world. PCC manages small cell, Distributed Antenna Systems (“DAS”)~~ and ~~cellular~~Sprint ~~connections for new tower builds, as well as, the installation~~ and ~~repair for leading cell tower companies~~Exelon.

o PCC Received ~~recently~~National ~~won~~Minority ~~inclusion~~Supplier asDevelopment aCouncil ~~Google Fiber Contractor. PCC expects to be able to provide underground and overhead power construction work for planned multi-city, fiber “roll-outs.”~~Certification

oIn June, 2016, PCC ~~has~~received ~~been~~minority-owned ~~providing~~certification ~~contracting~~from ~~work~~the ~~over~~Capital ~~several~~Region ~~years~~of the National Minority Supplier Development Council (“NMSDC”). NMSDC is one of the country’s leading corporate membership organizations committed to helping supplier diversity by matching certified minority-owned businesses to its vast network corporate members who wish to purchase their products, services and solutions. Its corporate membership includes many ~~prominent~~of ~~Fortune~~the ~~500~~largest public and privately-owned companies, ~~including~~as well~~-known~~ healthcare companies, ~~such~~colleges asand ~~AT&T~~universities. NMSDC maintains rigorous certification standards and ~~Sprint~~PCC anticipates that such certification will provide a large base for growth and ~~Exelon~~potential new projects.

~~PCC Received National Minority Supplier~~Recent ~~Development Council Certification~~Developments

~~In June, 2016, PCC~~Letter ~~received minority-owned certification from the Capital Region~~ of ~~the~~Intent ~~National Minority Supplier Development Council (“NMSDC”). NMSDC is one of the country’s leading corporate membership organizations committed~~ to ~~helping~~Purchase ~~supplier~~Industrial ~~diversity~~Property byin matching certified minority-owned businesses to its vast network corporate members who wish to purchase their products, services and solutions. Its corporate membership includes many of the largest public and privately-owned companies, as well healthcare companies, colleges and universities. NMSDC maintains rigorous certification standards and PCC anticipates that such certification will provide a large base for growth and potential new projects.Maryland

4In 2018, the Company has signed a non-binding letter of intent to purchase an industrial property in Upper Marlboro, Prince George’s County, Maryland for the purchase price of $1.575 million plus closing costs. The industrial property is approximately 1.77 acres, fenced and paved, which will provide for the ability of the Company to significantly increase its truck fleet and has an office building and drive up warehouse of approximately 12,000 square feet. The Company is currently in negotiations with one of its existing lenders to provide financing of 85% of the purchase price of the building. While the Company believes closing to be likely, the Bank has yet to provide final commitment or closing documents and therefore funding is not yet fully assured.

~~The Company’s Presence in the~~Purchase ~~Market~~of Equipment

~~The Company, through~~In ~~its wholly owned subsidiary PCC~~2018, ~~has~~the aCompany ~~specialty~~purchased incertain ~~providing~~equipment ~~power related services, which include power transmission (overhead~~ and ~~underground)~~rolling asstock ~~well~~for asthe ~~distribution~~amount ~~(overhead~~of ~~and~~approximately ~~underground). PCC services include a vast range~~$201, ~~spanning pole and tower erection~~000, ~~ground testing, conductor installation, voltage conversion and splicing. PCC possesses all necessary equipment for new construction and maintenance~~ of ~~overhead~~which ~~transmission and distribution power lines and can purchase~~$126,000 ~~rent or lease any additional~~was ~~equipment required to complete a project~~financed.

~~PCC also provides both overhead and underground services in telecom and fiber optics, including splicing, inner duct, pole placement and mapping/planning.~~4

~~PCC cellular services~~The ~~span~~Company’s aPresence ~~range~~in ofthe tower services and maintenance. For tower services, PCC offers construction (such as tower inspection, installation, testing), civil (such as rooftop installations, shelter work, power plant installation) and additional customized services (such as laptop testing, troubleshooting and integration work). For maintenance services, PCC offers both antenna and line maintenance (such as RF testing, alarm troubleshooting and fiber testing) as well as tower structure maintenance (such as tower customization, inspection and tower decommissioning).Market

~~PCC~~The Company, ~~trains~~through its ~~employees in-house~~wholly owned subsidiary PCC, ~~providing~~has ~~instruction~~a specialty in ~~CPR~~providing power related services, ~~OSHA~~which 10include ~~and~~power 30transmission (overhead and ~~confined~~underground) ~~space~~as ~~training.~~well ~~Safety~~as isdistribution a(overhead ~~priority~~and atunderground). PCC, soservices ~~the~~include ~~company~~a vast range, spanning pole ~~uses~~and ~~ANSI-approved~~tower ~~multi-gas~~erection, ~~monitors~~ground intesting, ~~its~~conductor ~~underground~~installation, ~~work~~voltage ~~environment~~conversion and splicing. PCC ~~has~~possesses ~~annual~~all ~~pole-top~~necessary ~~rescue~~equipment for ~~training~~new construction and ~~other~~maintenance ~~bucket truck~~of ~~rescue~~overhead ~~training.~~transmission ~~PCC~~and ~~adheres~~distribution topower ~~the~~lines ~~APPA~~and ~~(American~~can ~~Public~~purchase, ~~Power~~rent ~~Association)~~or ~~safety~~lease ~~guideline~~any additional ~~and~~equipment ~~manual~~required into ~~its~~complete ~~business practices~~a ~~and operations~~project.

PCC is also ~~affiliated with~~provides ~~IBEW~~both ~~(International~~overhead ~~Brotherhood~~and ~~Electrical~~underground ~~Workers)~~services toin ~~provide~~telecom ~~the~~and ~~necessary~~fiber ~~manpower~~optics, ~~for~~including ~~all~~splicing, ~~its~~inner ~~power~~duct, ~~line~~pole ~~projects. The~~placement ~~Company~~and ~~currently has agreements in place with multiple IBEW local unions throughout the United States~~mapping/planning.

~~Intellectual~~PCC cellular ~~Property~~services ~~Assets~~span a range of tower services and maintenance. For tower services, PCC offers construction (such as tower inspection, installation, testing), civil (such as rooftop installations, shelter work, power plant installation) and additional customized services (such as laptop testing, troubleshooting and integration work). For maintenance services, PCC offers both antenna and line maintenance (such as RF testing, alarm troubleshooting and fiber testing) as well as tower structure maintenance (such as tower customization, inspection and tower decommissioning).

~~The~~PCC trains ~~Company~~its employees in-house, ~~through~~providing ~~its~~instruction ~~wholly owned~~in ~~subsidiary~~CPR, OSHA 10 and 30 and confined space training. Safety is a priority at PCC, so the company uses ANSI-approved multi-gas monitors in its underground work environment. PCC has annual pole-top rescue training and other bucket truck rescue training. PCC adheres to the ~~following~~APPA ~~intellectual~~(American ~~property~~Public ~~assets:~~Power Association) safety guideline and manual in its business practices and operations.

*TrademarkPCC works ~~for~~closely ~~“Get Connected~~with, and ~~Feel~~relies heavily on, IBEW (International Brotherhood Electrical Workers) to help provide the ~~Power”~~necessary ~~[Reg.~~manpower for Noall its power line and related projects. ~~3,273,692,~~The ~~registered~~Company currently has agreements in ~~2009~~place with multiple IBEW local unions throughout the ~~U.S.~~United ~~Patent~~States, ~~and~~although ~~Trademark~~is ~~Office]~~not subject to IBEW’s collective bargaining agreements.

*Trademark for PCCIntellectual ~~and~~Property ~~PowerComm Construction, Inc. (as shown in the mark) [Reg. No. 4,706,133, registered 2015 with the U.S. Patent and Trademark Office]~~Assets

*Trademark for PCCThe ~~PowerComm Construction~~Company, ~~Inc.~~through ~~[Reg.~~its ~~No.~~wholly ~~4,815,529,~~owned ~~registered~~subsidiary ~~2015~~PCC, ~~with~~has the ~~U.S.~~following ~~Patent~~intellectual ~~and~~property ~~Trademark Office]~~assets:

~~Competition~~o Trademark for “Get Connected and Feel the Power” [Reg. No. 3,273,692, registered in 2009 with the U.S. Patent and Trademark Office]

~~The~~o ~~Company~~Trademark ~~specializes in~~for ~~providing~~PCC ~~services related to overhead~~ and ~~underground~~PowerComm ~~electrical transmission distribution~~Construction, ~~construction and maintenance~~Inc. ~~Since~~ ~~the~~(as ~~Company’s~~shown ~~services are highly specialized, there are no other firms~~ in the ~~industry~~mark) ~~that~~[Reg. ~~offer the specific set of services offered by the Company~~No. ~~As a result~~4,706,133, ~~the~~registered ~~Company~~2015 ~~has~~with ~~a favorable competitive position in~~ the ~~market~~U.S. asPatent ~~the only supplier of its distinctly specialized services~~ and ~~does~~Trademark ~~not anticipate encountering any significant competition in the near future.~~Office]

~~Suppliers~~o Trademark for PCC PowerComm Construction, Inc. [Reg. No. 4,815,529, registered 2015 with the U.S. Patent and Trademark Office]

~~The Company obtains~~Competition ~~its equipment from John Deere, Altec Industries~~ and similar commercial equipment vendors. All other materials utilized by the Company in providing its services are supplied by its customers in accordance with their internal standards and specifications.Regulation

~~Other~~The infrastructure ~~than~~maintenance asand ~~provided~~construction business is highly competitive. We compete with other independent contractors, including inlarger ~~the~~regional ~~foregoing~~and national firms that may have financial, ~~currently~~operational, technical and marketing resources that exceed our own. Competitive factors include: level of technical expertise and experience, industry reputation, quality of work, price, geographic presence, dependability, availability of skilled personnel, worker safety and financial stability. Our management believes that we compete favorably with our competitors on the ~~Company~~basis ~~has~~of these factors. There can be no ~~other~~assurance ~~principal~~that ~~suppliers~~our competitors will not develop the expertise, experience and resources to provide services that are superior in both price and quality to our services, or ~~strategic~~that ~~partners~~we will be able to maintain or enhance our competitive position.

5We are subject to various federal, state and local statutes and rules regarding, among other things, contractor licensing, electrical codes, worker safety and environmental protection. We believe that we are in substantial compliance with all applicable regulatory requirements.

~~Customers~~Suppliers

~~PCC~~The Company ~~works~~obtains ~~with~~its aequipment ~~wide~~from ~~range of~~John ~~industry~~Deere, ~~leaders~~Altec Industries, ~~which~~Ford ~~include~~Motor Company and similar commercial equipment vendors. All other materials utilized by the ~~following~~Company ~~clients:~~in providing its services are supplied by its customers in accordance with their internal standards and specifications.

-Other than ~~Potomac~~as ~~Electric Power~~provided Coin the foregoing, currently, the Company has no other principal suppliers or strategic partners.

~~-Southern Company (and its affiliates Georgia Power and Gulf Power)~~5

~~-Pepco Holdings Inc.~~Customers

~~-Exelon~~PCC has a history of working with a wide range of industry leaders, which include the following clients:

~~-Entergy~~● Potomac Electric Power Co.

~~-AT&T~~● Southern Company (and its affiliates Georgia Power and Gulf Power)

~~-Sprint~~● Exelon

~~-Spectrum~~● ~~Wireless Solutions~~Entergy

~~-Crown~~● ~~Castle~~AT&T

~~-Ansco~~● ~~& Associates, LLC~~Sprint

~~-SBA~~● ~~Communications~~Spectrum Wireless Solutions

~~-Google~~● Crown Castle

~~-NES~~● Ansco & Associates, LLC

-● ~~RCN~~ SBA Communications ~~Inc.~~

~~Based~~● on past performance, the Company is dependent on revenues generated from Potomac Electric Power Co. (“PEPCO”). For the years ended December 31, 2016 and 2015, service revenue to PEPCO accounted for 98% and 95% of the Company’s net revenue, respectively. Accounts receivable due from PEPCO accounted for 100% of the Company accounts receivable balances as of both December 31, 2016 and 2015.NES

~~Employees~~● RCN Communications Inc.

~~PowerComm~~In the ~~Holdings~~years ended December 31, ~~Inc.~~ ~~only~~2017 ~~has~~and 12016 ~~employee~~we billed three and ~~PCC~~two ~~has~~customers, ~~approximately~~respectively, 45for ~~employees~~100% of our revenues.

~~Revenue~~Employees

~~The Company had total~~PowerComm ~~revenues of approximately $2~~Holdings,~~898,970~~ ~~for~~Inc. ~~the~~only ~~year~~has ~~ended~~1 ~~December~~employee ~~31,~~and ~~2016~~PCC ~~and~~has approximately ~~$3,063,319~~80 ~~for the year ended December 31, 2015~~employees.

~~Effect of Existing or Probable Governmental~~Legal ~~Regulation~~Matters

~~Not~~In ~~applicable~~April 2014, Gregory Randolph, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland Federal District Court. The lawsuit alleged that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company asserted that Mr. Randolph’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company has offered $100,000 to settle the case, which the Court subsequently approved after having conducted a fairness hearing. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, as stated, the settlement agreement was approved by the Court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the Company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the Court ordered that the plaintiffs’ revised petition for award of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and $86,449 was recorded in Other Liabilities.

~~Costs~~In 2017, the Company appealed the attorney fee award to the United States Court of Appeals for the Fourth Circuit (“4th Circuit”). On October 31, 2017 the 4th Circuit reversed and ~~Effects~~remanded the attorney fee award back to the trial court as excessive. As of ~~Compliance~~December ~~with~~31, 2017, the Company had paid approximately $86,000 and based on the remand from the ~~Environmental~~4th ~~Laws~~Circuit has reversed the accrual of the remaining prior amounts recorded and believes that its payments made through December 31, 2017 to be sufficient under the instructions provided in the remand back to the trial court by the 4th Circuit.

~~Not~~Recently, ~~applicable~~on June 1, 2018, and based on the 4th Circuit’s remand, the trial court issued a ruling which reduced the attorney fee award by approximately $6,000. The Company asserts that the trial court’s ruling is erroneous, as the reduction should have been far greater, and intends to appeal again to the 4th Circuit before June 30, 2018.

~~Legal Matters~~6

~~In April 2014, Gregory~~THE Randolf, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland District Court. The lawsuit alleges that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company believes that Mr. Randolf’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company has offered $100,000 to settle the case and is now waiting to hear if the Judge will accept the terms of the settlement. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, the settlement agreement was approved by court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the court ordered that the plaintiff’s revised petition for award of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and $86,449 was recorded in Other Liabilities.COMPANY

~~In May, 2015, the~~Change Company filed a complaint against Riverport Insurance Services (“Riverport”) in Circuit Court for Montgomery County, Maryland, for failing to defend a workers’ compensation claim previously filed against the Company. The Company is seeking a declaration from the Court that Riverport owned the Company a duty to defend the subject workers’ compensation claim. The Company seeks recovery of attorneys’ fees and costs incurred in defending against the claim, and attorneys’ fees and costs incurred in litigating the complaint. Trial for this litigation was scheduled for June 2, 2016. On September 14, 2016, a judgment of the litigation against Riverport was entered in favor of the Company in the amount of approximately $45,000. No contingent gain was recorded by the Company as of December 31, 2016.Control

6The Company was incorporated in the State of Delaware on January 12, 2015, and was formerly known as White Grotto Acquisition Corporation (“White Grotto” or “White Grotto Acquisition”).

~~THE~~On September ~~COMPANY~~14, 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing a new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc.

~~Change~~On November 15, 2016, the “Company”, entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of ~~Control~~the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the Company issued to PCC 200,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding stock of PCC. Mr. David Kwasnik, who is the officer, director and majority shareholder of the Company, was the sole shareholder of PCC prior to the acquisition.

~~The Company was incorporated~~Research ~~in the State of Delaware on January 12, 2015,~~ and ~~was formerly known as White Grotto Acquisition Corporation (“White Grotto” or “White Grotto Acquisition”).~~Development

~~On September 14, 2015,~~The ~~the~~ Company ~~implemented~~has anot ~~change of control by issuing shares~~ to ~~new~~date ~~shareholders~~undertaken, ~~redeeming shares of existing shareholders, electing new officers~~ and ~~directors~~does ~~and~~not ~~accepting~~currently ~~the~~plan ~~resignations~~to ~~of its then existing officers and directors. In connection with the change of control~~undertake, ~~the~~any ~~shareholders~~material ofresearch ~~the Company~~ and ~~its~~development ~~board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc~~activities.

On November 15, 2016, the “Company”, entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the Company issued to PCC 200,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding stock of PCC. Mr. David Kwasnik, who is the officer, director and majority shareholder of the Company, was the sole shareholder of PCC prior to the acquisition.Employees

~~Relationship~~David Kwasnik ~~with~~is ~~Tiber~~the ~~Creek~~sole ~~Corporation~~officer and director of the Company. Mr. Kwasnik has allocated time to the activities of the Company and receives compensation from PCC.

~~David Kwasnik, the~~There ~~sole~~are ~~officer~~no ~~and~~agreements ~~director~~or ofunderstandings the Company, previously entered into an engagement agreement with Tiber Creek Corporation, a Delaware corporation (“Tiber Creek”), whereby Tiber Creek would provide assistance to David Kwasnik in effecting transactions for ~~PCC~~the toofficer ~~combine~~or ~~with~~director ~~a public reporting company, including: transferring control of such reporting company~~ to ~~David~~resign ~~Kwasnik; preparing~~at the ~~business~~request ~~combination~~of ~~agreement;~~another ~~effecting~~person ~~the~~and ~~business combination; causing~~ the ~~preparation and filing of forms,~~above-named ~~including~~officer ~~a registration statement, with the Securities~~ and ~~Exchange~~director ~~Commission;~~is ~~assist~~not inacting ~~listing its securities~~ on abehalf ~~trading exchange;~~of ~~and~~nor ~~assist~~will inact ~~establishing~~at ~~and~~the ~~maintaining~~direction ~~relationships~~of ~~with~~any ~~market~~other ~~makers and broker-dealers~~person.

~~Under~~Set forth below are the ~~agreement,~~ names of the ~~Company’s~~director ~~then-current~~and ~~shareholders~~officer of the Company, ~~Tiber~~all ~~Creek~~positions and MBoffices ~~Americus,~~with ~~LLC~~the Company held, athe ~~California~~period during ~~limited~~which ~~liability~~they ~~company~~have ~~(“MB Americus”)~~served as such, ~~were~~and ~~permitted~~the tobusiness ~~retain~~experience ~~the~~during ~~aggregate~~at ~~total~~least ofthe ~~500,000~~last ~~shares.~~five years:

InDavid Kwasnik ~~general,~~serves ~~Tiber Creek~~as ~~holds~~the ~~interests~~President, inSecretary, ~~inactive~~Treasurer ~~Delaware~~and ~~corporations~~sole ~~which~~officer ~~may~~and bedirector ~~used~~of bythe ~~issuers~~Company, ~~(such~~positions asat the Company) tothat he ~~reincorporate~~has ~~their business~~held insince ~~the~~September ~~State~~2015. ofSince ~~Delaware~~1995, ~~and~~Mr. ~~capitalize~~Kwasnik ~~the~~has ~~issuer~~served atas athe ~~level~~president and inchief aexecutive ~~manner~~officer ~~(i.e.~~of ~~the~~PowerComm Construction, ~~number~~a ofprivately-held ~~authorized~~company ~~shares~~until ~~and rights~~the ~~and~~merger ~~preferences~~with ofPowercomm ~~shareholders)~~Holdings, ~~that~~Inc. isin ~~appropriate~~2016. ~~for~~He ahas ~~public~~managed ~~company.~~and ~~Otherwise,~~directed ~~these~~all aspects ~~corporations~~and ~~are~~technological ~~inactive~~operations, procurement and ~~Tiber~~project ~~Creek~~management ~~does~~activities ~~not~~for ~~conduct~~the ~~any~~company’s ~~business~~telecommunications, power intransmission ~~such~~and ~~corporations~~distribution construction projects.

James Cassidy and James McKillop (who is the sole owner of MB Americus, an affiliate of Tiber Creek) serve only as interim officers and directors of these corporations (such as White Grotto Acquisition Corporation) until such time as the changes of control in such corporations are effectuated to the ultimate registering issuers. As the role of Tiber Creek is essentially limited to preparing the corporate structure and organizing the Company for becoming a public company, the roles of Mr. Cassidy and Mr. McKillop are generally limited to facilitating such change of control and securities registration transactions.Property

~~Intellectual~~The Company ~~Property~~has administrative offices located at 3429 Ramsgate Terrace, Alexandria, Virginia 22309.

The Company entered into a lease agreement on January 31, ~~through~~2014 for approximately 22,000 square feet to rent a small office space and ~~its~~vehicle ~~wholly~~yard ~~owned~~located ~~subsidiary~~at ~~PCC~~6000 Walker Mill Road, ~~has~~Capitol ~~the~~Heights ~~following~~MD. ~~intellectual~~The ~~property~~Company ~~assets:~~pays $3,500 per month and term is month-to-month.

·The Company ~~Trademark~~entered ~~for~~into ~~“Get~~a ~~Connected~~lease ~~and~~agreement ~~Feel~~on ~~the~~July ~~Power”~~1, ~~[Reg.~~2016 ~~No.~~for ~~3,273,692,~~a ~~registered~~200 insquare ~~2009~~foot ~~with~~office ~~the~~space Ulocated at 110 Maryland Avenue Washington, DC.S. ~~Patent~~The Company pays $800 per month and ~~Trademark~~the ~~Office]~~term is month-to-month.

·In 2016, ~~Trademark~~The ~~for~~Company ~~PCC~~entered ~~and~~into ~~PowerComm~~a ~~Construction,~~lease ~~Inc.~~agreement ~~(as~~to ~~shown~~rent ina portion of the ~~mark)~~premises ~~[Reg.~~located ~~No.~~at 43429 Ramsgate Terrace,~~706~~ Alexandia,~~133~~ Virginia, ~~registered~~22309. ~~2015~~The ~~with~~Company ~~the~~agreed Uto a monthly rental rate of $2,600.S. ~~Patent~~On ~~and~~August ~~Trademark~~1, ~~Office]~~2017the Company entered into a new lease with a monthly rental rate of $3,600 per month.

~~· Trademark for PCC PowerComm Construction, Inc. [Reg. No. 4,815,529, registered 2015 with the U.S. Patent and Trademark Office]~~Subsidiaries

~~Research~~The Company ~~and~~has ~~Development~~one subsidiary, PowerComm Construction Inc., which it wholly owns,

~~The Company has not to date undertaken, and does not currently plan to undertake, any material research and development activities.~~7

7Jumpstart Our Business Startups Act

~~Employees~~In April, 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things:

~~PowerComm~~Exemptions ~~Holdings,~~for ~~Inc.~~emerging ~~only~~growth ~~has~~companies 1from ~~employee~~certain financial disclosure and ~~PCC~~governance ~~has~~requirements ~~approximately~~for 45up ~~employees.~~to five years and provides a new form of financing to small companies;

~~David~~Amendments ~~Kwasnik~~to iscertain provisions of the ~~sole~~federal ~~officer~~securities ~~and~~laws ~~director~~to ofsimplify the ~~Company.~~sale ~~Mr.~~of ~~Kwasnik~~securities ~~has~~and ~~allocated~~increase ~~time~~the threshold number of record holders required to trigger the ~~activities~~reporting requirements of the ~~Company~~Securities ~~and~~Exchange ~~receives compensation~~Act ~~from~~of ~~PCC.~~1934;

~~There~~Relaxation ~~are no agreements or understandings for the officer or director to resign at the request~~ of ~~another person and~~ the ~~above-~~general ~~named officer~~solicitation and ~~director~~general isadvertising ~~not~~prohibition ~~acting~~for onRule ~~behalf~~506 ~~of nor will act at the direction of any other person.~~offerings;

~~Set~~Adoption ~~forth~~of ~~below~~a ~~are~~new ~~the~~exemption ~~names~~for ofpublic ~~the~~offerings ~~director and officer~~ of ~~the~~securities ~~Company,~~in ~~all~~amounts ~~positions~~not ~~and~~exceeding ~~offices~~$50 ~~with~~million; ~~the Company held, the period during which they have served as such,~~ and ~~the business experience during at least the last five years:~~

~~David~~Exemption ~~Kwasnik~~from ~~serves~~registration asby ~~the~~a ~~President,~~non-reporting ~~Secretary,~~company ~~Treasurer~~of ~~and~~offers ~~sole officer~~ and ~~director~~sales of ~~the~~securities ~~Company,~~of ~~positions~~up atto ~~the~~$1,000,000 ~~Company~~ that he ~~has~~comply ~~held~~with ~~since~~rules ~~September~~to ~~2015.~~be adopted ~~Since~~by ~~1995, Mr. Kwasnik has served as~~ the ~~president~~SEC ~~and~~pursuant ~~chief~~to ~~executive~~Section ~~officer~~4(6) of ~~PowerComm Construction,~~the aSecurities ~~privately-held~~Act ~~company.~~and Heexemption ~~has~~of ~~managed~~such ~~and~~sales ~~directed~~from ~~all~~state ~~aspects~~law ~~and technological operations~~registration, ~~procurement and~~documentation ~~project~~or ~~management~~offering ~~activities for the company's telecommunications, power transmission and distribution construction projects~~requirements.

~~Property~~In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

~~The~~(i) the ~~Company~~completion of the fiscal year in which the company has ~~administrative offices~~total ~~located~~annual atgross ~~3429~~revenues ~~Ramsgate~~of ~~Terrace,~~$1 ~~Alexandria,~~billion ~~Virginia~~or ~~22309.~~more,

~~The~~(ii) ~~Company~~the ~~entered~~completion ~~into~~of athe ~~lease~~fiscal ~~agreement~~year onof ~~January~~the ~~31,~~fifth ~~2014~~anniversary ~~for~~of ~~approximately~~the ~~22,000~~company’s ~~square feet to rent office space located at 6000 Walker Mill Road, Capitol Heights MD. The Company pays $3,500 per month and term is month-to-month.~~IPO;

In(iii) ~~addition,~~ the ~~Company~~company’s ~~entered~~issuance ~~into~~of amore ~~lease~~than ~~agreement on July~~ $1, ~~2016~~billion ~~for~~in anonconvertible ~~200~~debt ~~square~~in ~~foot~~the ~~office~~prior ~~space~~three-year ~~located at 110 Maryland Avenue Washington~~period, ~~DC. The Company pays $800 per month and the term is month-to-month.~~or

~~Subsidiaries~~(iv) the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

The JOBS ~~Company~~Act ~~has~~provides ~~one subsidiary,~~additional ~~which~~new itguidelines ~~wholly~~and ~~owns:~~exemptions ~~PowerComm~~for ~~Construction~~non-reporting ~~Inc~~companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

~~Reports~~Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to ~~Security~~the ~~Holders~~Securities Act of 1933 will differ from registration statements filed by other companies as follows:

~~In March 2015, the Company~~ (~~as White Grotto Acquisition Corporation~~i) ~~filed a Form 10-12G general registration of securities pursuant to the Securities~~ Exchange Act of 1934 and is a reporting company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, torequired ~~any~~for ~~registered shareholder~~only ~~who~~two ~~requests~~fiscal ~~the same.~~years;

~~The Company’s~~(ii) ~~documents~~selected ~~filed~~financial ~~with~~data ~~the~~required Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for ~~further~~only ~~information on~~ the ~~operation~~fiscal ofyears ~~the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov~~ that ~~contains~~were ~~reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001634424.~~audited;

~~PLAN~~(iii) executive OFcompensation ~~OPERATION~~only needs to be presented in the limited format now required for smaller reporting companies.

~~Summary~~(A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

~~Background~~However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company’s ~~specializes~~independent inregistered ~~providing~~public ~~services~~accounting firm from complying with any rules adopted ~~related~~by tothe ~~overhead~~Public ~~and~~Company ~~underground~~Accounting ~~electrical~~Oversight ~~transmission~~Board ~~distribution~~(“PCAOB”) after the date of the JOBS Act’s enactment, ~~construction~~except as ~~and~~otherwise ~~maintenance~~required by SEC rule.

8The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

~~PowerComm~~Internal Control ~~Holdings Inc~~Attestation. ~~was~~The ~~originally named~~JOBS ~~White~~Act ~~Grotto~~also ~~Acquisition~~provides ~~Corporation~~an ~~("White~~exemption ~~Grotto")~~from ~~and~~the ~~incorporated~~requirement onof ~~January~~the ~~12,~~Company’s ~~2015~~independent ~~under~~registered public accounting firm to file a report on the ~~laws~~Company’s internal control over financial reporting, although management of the ~~State~~ ofCompany ~~Delaware~~is tostill ~~engage~~required into ~~any~~file ~~lawful~~its ~~corporate~~report ~~undertaking,~~on ~~including,~~the ~~but~~adequacy ~~not~~of ~~limited~~the ~~to,~~Company’s ~~selected~~internal ~~mergers~~control ~~and~~over ~~acquisitions~~financial reporting.

In March, 2015, White Grotto Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10-12g pursuant to Securities Exchange Act of 1934 and became a public reporting company.8

~~On September 14, 2015, PowerComm Holdings,~~Section ~~Inc. effected~~ 102(a) ~~change in control~~ of ~~White Grotto Acquisition Corporation. As part of that change in control,~~ the ~~then~~JOBS ~~officers and~~Act ~~directors~~exempts ofemerging ~~White~~growth ~~Grotto~~companies ~~resigned,~~from the ~~Company~~requirements ~~redeemed~~in ~~19,500,000~~§14A(e) ~~shares~~ of the ~~then~~Securities ~~20,000,000~~Exchange ~~shares~~ Act of ~~common~~1934 ~~stock~~for ~~outstanding. David~~companies L.with ~~Kwasnik,~~a ~~Sr.~~class ~~was appointed the sole officer and director~~ of ~~the~~securities ~~Company~~registered ~~and~~under the ~~Company~~1934 ~~issued~~Act ~~20,000,000 shares of common stock~~ to ~~Mr.~~hold ~~Kwasnik.~~shareholder Invotes ~~addition,~~for ~~the~~executive ~~Company~~compensation and ~~changed~~golden ~~its name to PowerComm Holdings Inc~~parachutes.

OnOther Items ~~November~~of ~~15,~~the ~~2016,~~JOBS ~~PowerComm Holdings Inc~~Act. ~~entered~~The ~~into~~JOBS aAct ~~stock-for-stock~~also ~~acquisition~~provides ~~agreement~~that ~~(the~~an ~~“Acquisition~~emerging ~~Agreement”)~~growth company can communicate with ~~PowerComm~~potential ~~Construction,~~investors ~~Inc.,~~that are qualified institutional buyers or institutions that are accredited to determine interest in a ~~private~~contemplated ~~company~~offering ~~organized~~either prior ~~under~~to or after the ~~laws~~date of filing the ~~Commonwealth~~respective ofregistration ~~Virginia (“PCC”)~~statement. ~~Under~~The ~~the~~Act ~~Acquisition~~also ~~Agreement, the~~permits ~~Company~~research ~~issued~~reports toby ~~PCC~~a ~~200,000~~broker or ~~shares~~dealer ofabout ~~its~~an ~~common~~emerging ~~stock,~~growth ~~valued~~company atregardless ~~$0.001~~if ~~per~~such ~~share,~~report inprovides ~~exchange~~sufficient information for ~~all~~an ofinvestment decision. In addition the ~~issued~~JOBS ~~and outstanding~~Act ~~stock~~precludes ofthe ~~PCC.~~SEC ~~Mr.~~and ~~David~~FINRA ~~Kwasnik,~~from ~~who~~adopting iscertain ~~the~~restrictive ~~officer,~~rules ~~director~~or ~~and~~regulations ~~majority~~regarding ~~shareholder~~brokers, dealers ofand ~~the~~potential ~~Company~~investors, ~~was~~communications ~~the~~with ~~sole shareholder~~management and distribution of ~~PCC~~a ~~prior~~research toreports on the ~~acquisition~~emerging growth company IPO.

~~The~~Section 106 ~~Company's~~of ~~corporate~~the ~~offices~~JOBS ~~are~~Act ~~located~~permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided atthat ~~3429~~the ~~Ramsgate~~registration ~~Terrace,~~statement ~~Alexandria,~~and ~~Virginia~~all ~~22309.~~amendments ~~The~~are ~~Company's~~publicly ~~email~~filed ~~address~~at isleast ~~dkwasnik@powercommconstruction~~21 days before the issuer conducts any road show.~~com,~~ ~~and~~This ~~its~~is ~~website~~intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is ~~www.PowerCommConstruction.com.~~seeking ~~The~~to ~~Company’s~~go ~~telephone~~public ~~number~~or disclosing the information contained in its registration statement until the company is ~~703-746-8980~~ready to conduct a roadshow.

~~The~~Election to ~~Company~~Opt ~~has~~Out ~~only~~of ~~recently~~Transition ~~emerged~~ Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from ~~its~~being ~~status~~required asto comply awith ~~development-stage~~new ~~company,~~or ~~and~~revised itfinancial ~~has~~accounting ~~limited~~standards ~~operating~~until ~~history~~private ~~and~~companies (that is, ~~expected~~those tothat ~~experience~~have ~~losses~~not inhad ~~the~~a 1933 Act ~~near~~registration ~~term.~~statement ~~The~~declared ~~Company’s~~effective ~~independent~~or ~~auditors~~do not have ~~issued~~ a ~~report~~class ~~raising~~of ~~substantial~~securities ~~doubt~~registered ~~about~~under the ~~Company’s~~1934 ~~ability~~ Act) are required to comply ~~continue~~with asthe anew ~~going~~or ~~concern~~revised financial accounting standard.

~~Business~~The JOBS ~~Summary~~Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

~~Overview~~Reports to Security Holders

~~The~~In March ~~Company~~2015, ~~through its~~the ~~wholly~~Company ~~owned~~(as ~~subsidiary~~White ~~PowerComm~~Grotto ~~Construction,~~Acquisition ~~Inc.,~~Corporation) ~~installs,~~filed ~~connects~~a ~~and~~Form ~~services~~10-12G ~~the~~general ~~energy~~registration ~~and~~of ~~communications~~securities ~~sectors.~~pursuant ~~Experienced~~to ~~PCC~~the ~~teams~~Securities ~~also~~Exchange ~~build~~Act ~~and~~of ~~maintain~~1934 ~~America’s~~and ~~infrastructure~~is ~~from~~a ~~fiber-optic~~reporting ~~lines~~company topursuant ~~high~~such ~~voltage~~Act ~~lines~~and tofiles ~~cellular communication~~with ~~towers.~~the ~~The~~Securities ~~current~~and ~~business~~Exchange Commission ofquarterly ~~PCC~~and isannual inreports ~~electric utility, fiber optic,~~ and ~~telecommunications~~management ~~construction~~shareholding ~~and maintenance services~~information. ~~PCC~~The ~~has~~Company ~~provided~~intends ~~for~~to ~~almost~~deliver ~~20 years~~ a ~~diverse~~copy ~~range~~ of ~~power~~its annual ~~services,~~report ~~telecommunications~~to ~~and~~its ~~fiber~~security ~~optic services~~holders, and ~~cellular~~will ~~services.~~voluntarily ~~PCC~~send is a ~~longstanding~~copy ~~service~~of ~~provider~~the ~~that~~annual ~~works~~report, onincluding ~~complex~~audited ~~projects~~financial ~~for industry leaders. PCC~~statements, ~~service~~to ~~crews~~any ~~perform~~registered ~~electrical~~shareholder ~~power~~who ~~line~~requests ~~work~~the ~~on overhead and underground power distribution infrastructures as well as on transmission and sub-transmission lines~~same.

~~Potential~~The Company’s ~~Revenue~~documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001634424.

~~The Company intends to earn revenue from~~PLAN ~~the~~OF ~~operations of its wholly owned subsidiary, PowerComm Construction, Inc., which provides services related to overhead and underground electrical transmission distribution, construction and maintenance.~~OPERATION

~~Developments in 2016~~Background

On November 15, 2016, PowerComm Holdings, Inc. a Delaware corporation (the “Company”), entered into a merger agreement (the “Acquisition”) with PowerComm Construction, Inc., a Virginia corporation (“PCC”). The ~~Acquisition was effected by the Company through~~ ~~the exchange of all the outstanding shares of common stock of PowerComm for 200,000 shares of common stock of the~~ Company. ~~At the time of the Acquisition, there was one shareholder of the Company who~~ is ~~also~~an aearly-stage shareholder and president of PowerComm Construction. PCC has become a wholly owned subsidiary of the Company and the Company has taken over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. PowerComm Construction is a construction company ~~with~~that ~~expertise~~ specializes in aproviding ~~variety of electric utility, fiber optic, and telecommunications construction and maintenance~~ services ~~and~~related ~~is qualified also~~ to dooverhead ~~business in all 50 states, the District of Columbia~~ and ~~Puerto~~underground ~~Rico~~electrical ~~The current business of PCC is in electric utility,~~transmission ~~fiber optic~~distribution, ~~and telecommunications~~ construction and maintenance ~~services~~. PCC installs, connects and services the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. PCC has its headquarters in Northern Virginia, with offices in Southern Maryland, Nashville, Tennessee, and Washington, D.C.

9PowerComm Holdings Inc. was originally named White Grotto Acquisition Corporation (“White Grotto”) and incorporated on January 12, 2015 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

OnIn ~~September~~March 142015, ~~2016,~~White ~~the~~Grotto ~~accounting~~Acquisition ~~firm,~~Corporation ~~Anton~~filed &a ~~Chia,~~registration ~~LLP,~~statement ~~(Anton & Chia), Newport Beach, California, determined not to continue~~ with the ~~Company.~~Securities ~~The~~and ~~firm~~Exchange ofCommission ~~Anton & Chia had no disagreement with the Company. Anton & Chia had not performed~~on ~~any~~Form ~~services~~10-12g ~~for~~pursuant ~~the Company since June 30, 2015 prior~~ to ~~its~~Securities ~~change~~Exchange inAct ~~control and change~~ of ~~name~~1934 ~~from~~and ~~White~~became ~~Grotto~~a ~~Acquisition Corporation. On October 16, 2015 (the "Engagement Date"), the Company engaged KCCW Accountancy Corp., PCAOB registered, Certified Public Accountants as its independent registered~~ public ~~accounting~~reporting ~~firm~~company. ~~The decision to engage KCCW as the Company's independent registered public accounting firm was approved by the Company's Board of Directors.~~

~~ITEM~~On September 1A14, 2015, PowerComm Holdings, Inc. ~~RISK~~effected ~~FACTORS~~a change in control of White Grotto Acquisition Corporation. As part of that change in control, the then officers and directors of White Grotto resigned, the Company redeemed 19,500,000 shares of the then 20,000,000 shares of common stock outstanding. David L. Kwasnik, Sr. was appointed the sole officer and director of the Company and the Company issued 20,000,000 shares of common stock to Mr. Kwasnik. In addition, the Company changed its name to PowerComm Holdings Inc.

~~The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.~~9

InOn November ~~their~~15, ~~audited financial report~~2016, PowerComm Holdings Inc. entered into a stock-for-stock acquisition agreement (the ~~Company’s~~“Acquisition ~~independent~~Agreement”) with ~~auditors~~PowerComm ~~have~~Construction, ~~issued~~Inc., a ~~comment~~private ~~that~~company ~~unless~~organized under the ~~Company~~laws isof ~~able~~the toCommonwealth ~~generate~~of ~~sufficient~~Virginia (“PCC”). ~~cash~~Under ~~flows~~the ~~from~~Acquisition ~~operations~~Agreement, ~~and/or~~the ~~obtain~~Company ~~additional~~issued ~~financing,~~to ~~there~~PCC is200,000 ashares ~~substantial~~of ~~doubt~~its ascommon tostock, ~~its~~valued ~~ability~~at to$0.0001 ~~continue~~per asshare, ain ~~going~~exchange ~~concern.~~for ~~The~~all ~~Company~~of ~~anticipates~~the ~~that~~issued itand ~~would~~outstanding ~~need~~stock ~~approximately~~of ~~$1,000,000~~PCC. ~~over~~Mr. ~~the~~David ~~next~~Kwasnik, 12who ~~months~~is tothe ~~continue~~officer, asdirector aand ~~going~~majority shareholder ~~concern~~of ~~expand~~the ~~its~~Company, ~~operations~~was inthe ~~accordance~~sole ~~with~~shareholder ~~its~~of ~~current~~PCC ~~business~~prior ~~plan.~~to the acquisition

~~As of December 31,~~The ~~2016,~~Company’s ~~the~~corporate ~~Company~~offices ~~has~~are ~~posted~~located aat ~~net~~3429 ~~loss~~Ramsgate ofTerrace, ~~$583~~Alexandria,~~644~~ ~~and~~Virginia ~~has an accumulated deficit of $583,644~~22309. ~~These~~The ~~matters raise substantial doubt about the~~ Company’s ~~ability~~email address tois ~~continue~~dkwasnik@powercommconstruction.com, asand aits ~~going~~website ~~concern~~is www.PowerCommConstruction.com. The Company’s telephone ~~continuation~~number ~~as a going concern~~ is ~~dependent~~ on703-746-8980. ~~its~~The ~~ability~~Company tohas ~~generate~~only ~~sufficient~~recently ~~cash~~emerged ~~flows~~ from ~~operations~~its tostatus ~~meet~~as ~~its~~a ~~obligations~~development-stage company, ~~which~~and it has ~~not~~limited ~~been~~operating ~~able to~~history ~~accomplish to date,~~ and ~~/or~~has ~~obtain~~achieved ~~additional~~profitability ~~financing~~only ~~from~~in ~~its~~the ~~stockholders~~current ~~and/or other third parties~~year.

~~The uncertain nature of the markets~~Business ~~for our services make the prediction of future results of operations extremely difficult.~~Summary

An investor will be required to make an investment decision based solely on the Company management’s history and its operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry. These risks include, but are not limited to:Overview

·The Company, ~~Whether~~through weits ~~can~~wholly ~~successfully~~owned ~~market~~subsidiary PowerComm Construction, Inc., installs, connects and ~~execute~~services ~~our~~the energy and communications sectors. Experienced PCC teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The current business ~~model;~~of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC has provided for almost 20 years a diverse range of power services, telecommunications and fiber optic services and cellular services. PCC is a longstanding service provider that works on complex projects for industry leaders. PCC service crews perform electrical power line work on overhead and underground power distribution infrastructures as well as on transmission and sub-transmission lines.

·Sources of ~~Whether the demand for our proposed services will grow to a level sufficient to support our operations;~~Revenue

·The Company ~~Whether~~earns ~~governing~~revenue ~~laws,~~from ~~regulations~~the oroperations ~~regulatory~~of ~~initiatives~~its ~~will~~wholly ~~force~~owned ussubsidiary, PowerComm Construction, Inc., which provides services related to ~~discontinue~~overhead orand ~~alter~~underground ~~certain~~electrical ~~business~~transmission ~~operations~~distribution, orconstruction ~~practices;~~and maintenance.

·ITEM 1A. ~~Whether~~RISK ~~our technology partners can respond effectively to market changes;~~FACTORS.

~~· Whether we and our strategic partners can develop and maintain products and services that are equal or superior to the services and products of competitors;~~Not applicable.

·ITEM 1B. ~~Whether~~UNRESOLVED weSTAFF ~~can maintain strong alliances with those to whom we outsource our data and technology needs; and~~COMMENTS.

~~· Whether we can generate the funds as needed to sell the services we intend to offer, and attract, retain, and motivate qualified personnel~~Not applicable.

~~There can be no assurance~~ITEM ~~that we can be successful in addressing these risks~~2. ~~The~~ ~~uncertain nature of the markets for our services make the prediction of future results of operations extremely difficult~~PROPERTIES. ~~As a result of the foregoing factors and the other factors identified herein, there can be no assurance that we will ever operate profitably on a quarterly or annual basis.~~

~~Being a public company may strain the~~The Company’s ~~resources,~~has ~~divert management’s attention and affect~~ its ~~ability~~headquarters toat ~~attract~~3429 ~~and~~Ramsgate ~~retain~~Terrace, ~~qualified~~Alexandria, ~~officers and~~Virginia ~~directors~~22309.

~~As a reporting company,~~ITEM ~~the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934~~3. ~~However,~~LEGAL the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scopePROCEEDINGS. ~~These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.~~

10In April 2014, Gregory Randolph, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland Federal District Court. The lawsuit alleged that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company asserted that Mr. Randolph’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company has offered $100,000 to settle the case, which the Court subsequently approved after having conducted a fairness hearing. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, as stated, the settlement agreement was approved by the Court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the Company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the Court ordered that the plaintiffs’ revised petition for award of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and $86,449 was recorded in Other Liabilities.

~~The~~In 2017, ~~Securities~~the ~~Exchange Act~~Company ~~requires,~~appealed ~~among~~the ~~other~~attorney ~~things,~~fee ~~that~~award ~~companies~~to ~~maintain~~the ~~effective~~United ~~disclosure~~States ~~controls~~Court ~~and~~of ~~procedures~~Appeals ~~and~~for ~~internal~~the ~~control~~Fourth ~~over financial~~Circuit ~~reporting~~(“4th Circuit”). On InOctober ~~order~~31, to2017 ~~maintain~~ the ~~requisite~~4th ~~disclosure~~Circuit ~~controls~~reversed and ~~procedures~~remanded ~~and~~the ~~internal~~attorney ~~control~~fee ~~over~~award ~~financial reporting,~~back ~~significant~~to ~~resources~~the ~~and~~trial ~~management~~court ~~oversight~~as ~~are required~~excessive. As aof ~~result~~December 31, ~~management’s~~2017, ~~attention~~the ~~may~~Company behad ~~diverted from~~paid ~~other~~approximately ~~business concerns~~$86,000 ~~which~~and ~~could~~based ~~have~~on athe ~~material~~remand ~~adverse~~from ~~effect~~the on4th Circuit has reversed the ~~development~~accrual of the remaining ~~Company’s~~prior ~~business~~amounts recorded and believes that its payments made through December 31, ~~financial~~2017 to be sufficient under the instructions ~~condition~~provided ~~and~~in ~~results~~the ofremand ~~operations~~back to the trial court by the 4th Circuit.

~~These~~Recently, ~~rules~~on ~~and~~June ~~regulations~~1, 2018, ~~may~~and ~~also~~based ~~make~~on itthe ~~difficult~~4th ~~and~~Circuit’s ~~expensive~~remand, ~~for~~ the ~~Company~~trial tocourt ~~obtain~~issued ~~director~~a ~~and~~ruling ~~officer~~which ~~liability~~reduced ~~insurance.~~the Ifattorney ~~the~~fee ~~Company~~award isby approximately ~~unable~~$6,000. toThe ~~obtain~~Company ~~adequate~~asserts ~~director~~that ~~and~~the ~~officer~~trial ~~insurance,~~court’s ~~its~~ruling ~~ability~~is toerroneous, ~~recruit~~as ~~and~~the ~~retain~~reduction ~~qualified~~should ~~officers~~have ~~and~~been ~~directors~~far greater, and ~~especially~~intends ~~those~~to ~~directors~~appeal ~~who~~again ~~may~~to bethe ~~deemed~~4th ~~independent,~~Circuit ~~will~~before beJune ~~significantly~~30, ~~curtailed~~2018.

~~The Company expects to incur additional~~ITEM ~~expenses~~4. ~~and~~MINE ~~may~~SAFETY ~~not be profitable~~DISCLOSURES.

~~The Company will need~~Not ~~to continue generating revenue to achieve and maintain profitability~~applicable. To become profitable, the Company must successfully develop and market its technologies and services. These processes involve many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues sufficient to cover operating expenses or achieve and maintain profitability.

~~If the Company is unable to generate~~PART ~~sufficient cash, it may find it necessary to curtail acquisition and operational activities.~~II

~~The Company’s~~ITEM ~~business plan hinges on its ability to acquire, develop, market and commercialize its services~~5. IfMARKET ~~the~~FOR ~~Company~~REGISTRANT’S isCOMMON ~~unable to acquire~~EQUITY, ~~develop,~~ ~~market~~RELATED ~~and/or~~STOCKHOLDER ~~commercialize~~MATTERS ~~its~~AND ~~services,~~ISSUER ~~then~~PURCHASES itOF ~~would~~EQUITY ~~not be able to proceed with its business plan or possibly to successfully develop its planned operations at all~~SECURITIES.

NoThere is ~~formal~~currently no public market ~~survey~~for ~~has~~the ~~been~~Company’s ~~conducted~~securities.

NoAt such ~~independent~~time ~~marketing survey~~as ~~has~~it ~~been~~qualifies, ~~performed~~the toCompany ~~determine~~may ~~the~~choose ~~potential~~to ~~demand~~apply for ~~the~~quotation ~~Company’s~~of ~~services.~~its ~~Nor~~securities ~~has~~on the ~~Company~~OTC ~~conducted~~Bulletin ~~marketing studies~~Board. ~~regarding~~The ~~whether~~OTC Bulletin ~~such~~Board ~~services~~is ~~would~~a ~~actually~~dealer-driven bequotation ~~marketable~~service. NoUnlike ~~assurances~~the ~~can~~Nasdaq beStock ~~given~~Market, ~~that~~companies ~~upon~~cannot ~~marketing,~~directly ~~the~~apply ~~Company will~~to be ~~able~~quoted on tothe ~~develop~~OTC aBulletin ~~sufficient~~Board, ~~customer~~only ~~base~~market makers can initiate quotes, and ~~business~~quoted ~~segment~~companies do not have to ~~sustain~~meet any quantitative financial requirements. Any equity security of a reporting company not listed on the ~~Company’s~~Nasdaq ~~operations~~Stock Market or on a ~~continued~~national securities exchange ~~basis~~is eligible.

~~No assurance of market acceptance.~~10

~~Even~~As such iftime as it qualifies, the Company ~~successfully~~ ~~commercializes~~may choose to apply for quotation of its ~~services,~~securities on the Nasdaq Capital Market. In general there ~~can~~is begreatest noliquidity ~~assurance~~for ~~that~~traded securities on the ~~market~~Nasdaq ~~reception~~Capital ~~will~~Market beand ~~positive~~less ~~for~~on the ~~Company~~OTC Bulletin Board. It is not possible orto ~~its~~predict ~~ventures~~where, if at all, the securities of the Company will be traded following a business combination.

~~The loss of any of the Company's largest customers could have a material adverse effect on its business.~~Stockholders

~~Based on past performance,~~As ~~the~~of ~~Company~~June ~~is dependent on revenues generated from Potomac Electric Power Co (“PEPCO”). For the years ended December 31~~6, ~~2016 and 2015~~2018, ~~service~~there ~~revenue~~were toapproximately ~~PEPCO~~47 ~~accounted for 98% and 95% of the Company’s net revenue, respectively~~stockholders. ~~Accounts receivable due from PEPCO accounted for 100% of the Company accounts receivable balances as of both December 31, 2016 and 2015.~~

If our largest customers terminate their relationships with the Company at any time or under certain circumstances cancel or delay orders, the Company's sales and its business condition may be adversely affected.Dividends

~~One~~We have ofnot ~~the~~paid, ~~Company’s~~nor ~~officers and~~declared, ~~directors~~any ~~beneficially~~cash ~~owns~~dividends asince ~~majority,~~our inception and ~~will~~do ~~continue~~not intend to ~~own~~declare aor ~~near-majority,~~pay ofany such dividends in the ~~Company’s~~foreseeable ~~common~~future. ~~stock~~Our ~~and, as~~ability ato ~~result,~~pay ~~can~~cash ~~exercise~~dividends ~~control~~is ~~over~~subject ~~stockholder~~to ~~and~~limitations ~~corporate~~imposed ~~actions~~by state law.

~~Mr. David Kwasnik,~~Securities anAuthorized ~~officer~~for ~~and~~Issuance ~~director~~Under ofEquity ~~the~~Compensation Company, is currently the beneficial owner of a majority of the Company’s outstanding common stock. As such, he will be able to control most matters requiring approval by stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their shares.Plans

11As of the year ended December 31, 2017, neither PowerComm Holdings, Inc. nor its wholly owned subsidiary, PowerComm Construction, Inc., had compensation plans (including individual compensation arrangements) under which our Common Stock was authorized for issuance.

The Company’s ~~depends~~management onwill ~~its~~review ~~management team~~the toadoption ~~manage~~of ~~its~~an ~~business~~equity ~~effectively~~compensation plan in the future.

~~The Company’s~~Recent ~~future~~sales success is dependent in large part upon its ability to understand and develop the business plan and to attract and retain highly skilled management, operational and executive personnel. In particular, due to the relatively early stage of ~~the~~unregistered Company’s business, its future success is highly dependent on its officers, to provide the necessary experience and background to execute the Company’s business plan. The loss of any officer’s services could impede, particularly initially as the Company builds a record and reputation, its ability to develop its objectives and as such would negatively impact the Company’s possible overall development.securities

WeThe Company ~~may~~has ~~become~~issued ~~subject~~the following securities in the last three (3) years. All such securities were issued pursuant to ~~government~~an exemption ~~regulation~~from ~~and~~registration ~~legal~~of ~~uncertainties~~the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which ~~may~~(i) no ~~adversely~~general ~~affect~~advertising ~~our~~or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.

~~We may become subject~~In tothe ~~new~~past ~~laws~~three ~~and regulations directly applicable to our business. If we are found to be in violation of any current or future regulations~~years, wethe ~~could~~Company behas ~~exposed~~sold tosecurities ~~financial liability, including substantial fines~~ which ~~could~~were benot ~~imposed~~registered onas ~~a per transaction basis; forced to change our business practices; or forced to cease doing business altogether or with the residents of one or more states or countries.~~follows:

~~There~~The Company ~~has~~(as ~~been~~White noGrotto ~~prior~~Acquisition ~~public~~Corporation) ~~market~~issued and aggregate of 20,000,000 common shares on formation in January 2015 ~~for~~pro ~~the~~rata ~~Company’s~~(10,000,000 ~~securities~~each) ~~and~~to ~~the~~James ~~lack~~Cassidy ofand ~~such~~James McKillop, at a ~~market~~purchase ~~may~~price ~~make~~equal ~~resale~~$0.0001 per share, of ~~the~~which ~~stock~~all ~~difficult~~but an aggregate of 500,000 shares were redeemed at a redemption price equal to $0.0001 per share.

~~No prior public market~~On ~~has~~September ~~existed~~16, ~~for~~2015, the Company’s ~~securities~~issued ~~and~~20,000,000 ~~the~~shares ~~Company cannot assure any investor that a market will develop subsequent to this offering. An investor must be fully aware~~ of ~~the long-term nature of an investment in the Company. The Company intends to apply for quotation of~~ its common stock on the OTC Bulletin Board as soon as possible, which may be while this offering is still in process. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to ~~list~~David ~~bid or sale quotations and to sponsor the company listing (currently~~Kwasnik, ~~the~~at ~~Company~~a ~~does not~~purchase ~~have~~price anequal ~~arrangement with any such market maker~~ to ~~qualify the Company’s securities for quotation on the OTC Bulletin Board)~~$0. ~~Moreover, the Company does not know if it will be successful in such application for quotation on the OTC bulletin board,~~0001 ~~how~~per ~~long~~share ~~such~~as ~~application~~part ~~will~~of ~~take, or, that if successful, that~~ a ~~market~~change ~~for~~in ~~the common stock will ever develop or continue on the OTC Bulletin Board~~control. IfConsideration for ~~any~~these ~~reason~~shares ~~the~~were ~~common~~paid ~~stock~~through ~~is not listed on~~ the ~~OTC~~forgiveness ~~Bulletin~~of ~~Board~~$2,000 orworth ~~a public trading market~~of ~~does~~debt ~~not~~owed ~~otherwise develop, investors in the offering may have difficulty selling their common stock should they desire~~ to ~~do so~~Mr. IfKwasnik ~~the Company is not successful in its application for quotation on the OTC Bulletin Board, it will apply to have its securities quoted~~ by the ~~Pink OTC Markets, Inc~~Company.~~, real-time quotation service for over-the-counter equities.~~

~~Shares~~On November 15, 2016, pursuant to the Acquisition, the Company issued 200,000 shares of its common stock, invalued ~~the~~at ~~Company are~~$0.0001 ~~subject~~per toshare, in ~~resale~~exchange ~~restrictions~~for ~~imposed~~all bythe ~~Rule~~outstanding ~~144~~shares of PCC then held by the ~~Securities~~sole ~~and~~shareholder, ~~Exchange~~David ~~Commission~~Kwasnik.

~~The~~On April 12, 2017, the Company issued 160,000 shares of its common stock ~~held~~to by16 ~~current~~ shareholders, ~~are~~at ~~“restricted~~a ~~securities”~~purchase ~~subject~~price equal to ~~the~~$0.0001 per ~~limitations~~share, as part of ~~Rule~~a ~~144~~private placement for total proceeds of $16.00, pursuant to executed subscription agreements under ~~the~~a ~~Securities~~Regulation D ~~Act~~offering or other private placement of securities. InEach ~~general,~~of these transactions was issued as part of the private placement of securities ~~can~~by bethe ~~sold~~Company ~~pursuant~~in which no underwriting discounts or commissions applied to ~~Rule~~any ~~144~~of ~~after~~the ~~being~~transactions. ~~fully-paid~~The Company conducted such private placement offering in order to build a base of shareholders and ~~held~~establish ~~for~~relationships ~~more~~with ~~than~~a 12variety ~~months~~of shareholders. Tiber ~~Shares~~Creek ofCorporation did not assist the Company~~’s common~~ ~~stock~~in ~~are~~conducting ~~subject~~the tooffering. ~~Rule~~The ~~144~~Company ~~resale~~treated ~~restrictions~~this, in essence, as an offering of shares for services and ~~accordingly~~has recorded compensation expense for the difference between the calculated fair value, ~~investors~~from ~~are~~the ~~subject~~independent valuation, toand ~~such~~the ~~resale~~cash ~~limitations~~price paid. The Company recorded compensation expense of $21,744.

~~The~~On April 12, 2017, the Company ~~does~~issued ~~not~~2,120,000 ~~intend~~shares of its common stock, at a cost basis of $0.136 per share, to ~~pay~~7 employees of ~~dividends~~PCC toin ~~its~~exchange ~~stockholders,~~for soservices ~~investors~~rendered. ~~will~~The ~~not~~Company ~~receive~~recorded ~~any~~compensation ~~return~~expense at a share price of $0.136 based on ~~investment~~an inindependent valuation of the Company. ~~prior~~The toCompany ~~selling~~recorded ~~their~~compensation ~~interest in~~expense itof $288,320.

~~The Company does not~~On ~~project~~April ~~paying~~12, ~~dividends~~2017, ~~but anticipates that it will retain future earnings for funding~~ the Company’s ~~growth~~issued ~~and development. Therefore~~350,000 ~~investors~~shares ~~should~~of ~~not~~its ~~expect~~common ~~the~~stock, ~~Company~~at toa ~~pay~~cost ~~dividends~~basis inof ~~the foreseeable future~~$0.136 Asper ~~a result~~share, ~~investors~~to ~~will~~21 ~~not~~independent ~~receive~~contractors ~~any~~unaffiliated ~~return~~with ~~on their investment prior to selling their shares in~~ the Company, ifin ~~and~~exchange ~~when a market~~ for ~~such~~services ~~shares develops~~rendered. ~~Furthermore,~~ ~~even~~The ~~if a market for the~~ Company’s ~~securities~~recorded ~~does~~compensation ~~develop,~~expense ~~there~~at isa ~~no guarantee that the market~~ share price ~~for the~~of ~~shares~~$0.136 ~~would~~based beon ~~equal~~an toindependent orvaluation ~~more~~of ~~than~~ the ~~initial per share investment price paid by any investor~~Company. ~~There~~The isCompany arecorded ~~possibility that~~compensation ~~the~~expense ~~shares could lose all or a significant portion~~ of ~~their value from the initial price paid in this offering~~$47,600.

~~The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.~~11

~~If the Company’s~~On ~~common~~June ~~stock~~7, ~~shares commence trading~~2017, the ~~trading price of the~~ Company’s ~~common~~issued ~~stock~~1,000 ~~may~~shares ~~be below $5.00 per share. If the price~~ of ~~the common stock is below such level, trading in~~ its ~~common~~Series ~~stock~~A ~~would~~Preferred beStock ~~subject~~ to ~~the~~David ~~requirements of certain rules promulgated under the Securities Exchange Act of 1934~~Kwasnik, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the ~~delivery,~~Company’s ~~before~~sole ~~any penny stock transaction, of a disclosure schedule~~officer ~~explaining the penny stock market~~ and ~~the risks associated therewith~~director, ~~and~~for ~~impose~~services ~~various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions)~~provided. ~~For~~The ~~these types~~Company ofvalued ~~transactions,~~ the ~~broker-dealer~~Series ~~must~~A ~~determine~~Preferred ~~the~~shares ~~suitability~~issued ofat ~~the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale~~$1,800. The ~~additional~~Company ~~burdens~~recorded ~~imposed upon broker-dealers by such requirements may discourage~~compensation ~~broker-dealers~~expense ~~from effecting transactions in the Company’s common stock which could impact the liquidity~~ of ~~the Company’s common stock~~$1,800.

12In October 2017, the Company sold 1 million shares of common stock to one investor at $0.10 per share for cash proceeds of $100,000.

~~The Company's election not to opt out~~ITEM of6. ~~JOBS~~SELECTED ~~Act~~FINANCIAL ~~extended accounting transition period may not make its financial statements easily comparable to other companies~~DATA.

~~Pursuant to the JOBS~~As ~~Act~~a of“smaller ~~2012,~~reporting ~~as an emerging growth~~ company,” ~~the~~we ~~Company~~have ~~can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has~~ elected not to ~~opt~~provide ~~out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,~~ the ~~Company,~~disclosure asrequired anby ~~emerging~~this ~~growth company, can adopt the standard for the private company~~item. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

~~The recently enacted JOBS Act will~~ITEM ~~also~~7. ~~allow~~MANAGEMENT’S ~~the~~DISCUSSION ~~Company~~AND toANALYSIS ~~postpone~~OF ~~the~~FINANCIAL ~~date~~CONDITION byAND ~~which~~RESULTS itOF ~~must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC~~OPERATIONS.

~~The recently enacted~~MANAGEMENT’S ~~JOBS~~DISCUSSION ~~Act~~AND isANALYSIS ~~intended~~OF toFINANCIAL reduce the regulatory burden on “emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:CONDITION

~~-be exempt from the~~AND ~~provisions~~RESULTS ofOF Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;OPERATIONS

~~-be~~The following ~~exempt~~discussion ~~from~~should ~~the “say~~be onread ~~pay”~~in ~~provisions~~conjunction ~~(requiring~~with aour ~~non-binding~~audited ~~shareholder~~consolidated ~~vote~~financial tostatements ~~approve~~and ~~compensation~~notes ofto ~~certain~~our ~~executive officers)~~financial ~~and~~statements ~~the~~included ~~“say~~elsewhere onin ~~golden~~this ~~parachute”~~report. ~~provisions~~This ~~(requiring~~discussion acontains ~~non~~forward-~~binding~~looking ~~shareholder~~statements ~~vote~~that toinvolve ~~approve~~risks ~~golden~~and ~~parachute~~uncertainties. ~~arrangements~~Actual ~~for~~results ~~certain~~could ~~executive~~differ ~~officers~~materially infrom ~~connection~~those ~~with~~anticipated ~~mergers~~in ~~and~~these ~~certain other business combinations) of the Dodd~~forward-~~Frank Act~~looking ~~and~~statements ~~certain~~as ~~disclosure~~a ~~requirements~~result of ~~the~~various ~~Dodd-~~factors discussed ~~Frank~~elsewhere ~~Act~~in ~~relating~~this ~~to compensation of its chief executive officer;~~report.

-Certain information included herein contains statements that may be ~~permitted~~considered forward-looking statements, such as statements relating to ~~omit~~our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, ~~the~~capital ~~detailed~~spending, ~~compensation~~sources ~~discussion~~of liquidity, and ~~analysis~~financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from ~~proxy~~those expressed in any forward-looking statements made herein. These risks and ~~reports~~uncertainties ~~filed~~include ~~under~~those relating to our liquidity requirements, the ~~Securities~~continued ~~Exchange~~growth ~~Act~~of the industry of our Company’s business, the success of our operations, marketing and sales activities, ~~1934~~vigorous competition in the industry of our Company’s business, dependence on existing management, leverage and ~~instead~~debt ~~provide~~service (including asensitivity ~~reduced~~to ~~level~~fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of ~~disclosure~~prolonged ~~concerning~~arbitration ~~executive~~or ~~compensation;~~litigation, and changes in federal or state tax laws or the administration of such laws.

-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.Overview

~~Although the Company~~PowerComm isHoldings, ~~still evaluating the JOBS Act~~Inc., itthrough ~~currently~~its ~~intends~~wholly toowned ~~take~~subsidiary ~~advantage~~PowerComm ofConstruction, ~~some~~Inc., orinstalls, ~~all~~connects ofand services the ~~reduced~~energy ~~regulatory~~ and ~~reporting~~ ~~requirements~~communications ~~that~~sectors. ~~will~~Experienced bePCC ~~available~~teams toalso itbuild soand ~~long~~maintain asAmerica’s itinfrastructure ~~qualifies~~from asfiber-optic anlines ~~“emerging growth company”. The Company has~~to ~~elected~~high ~~not~~voltage tolines ~~opt out of the extension of time~~ to ~~comply~~cellular ~~with~~communication ~~new~~towers. orThe ~~revised~~current ~~financial~~business ~~accounting standards available under Section 102(b)~~ of ~~the~~PCC ~~JOBS~~is ~~Act.~~in ~~Among~~electric ~~other things~~utility, ~~this~~fiber ~~means~~optic, ~~that~~and ~~the~~telecommunications construction ~~Company's~~and ~~independent~~maintenance ~~registered~~services. ~~public~~PCC ~~accounting~~has ~~firm~~provided ~~will~~for ~~not be~~almost ~~required~~20 toyears ~~provide~~a andiverse ~~attestation~~range ~~report on the effectiveness~~ of ~~the~~power ~~Company's~~services, ~~internal control over financial reporting so~~telecommunications ~~long~~and asfiber itoptic ~~qualifies~~services asand ancellular ~~emerging~~services. ~~growth~~PCC ~~company,~~is ~~which~~a ~~may~~longstanding ~~increase~~service ~~the~~provider ~~risk~~ that ~~weaknesses~~works oron ~~deficiencies~~complex inprojects ~~the~~for ~~internal~~industry ~~control over financial reporting go undetected~~leaders. ~~Likewise,~~PCC soservice ~~long~~crews asperform itelectrical ~~qualifies~~power asline anwork ~~emerging~~on ~~growth~~overhead ~~company, the Company may elect not to provide certain information, including certain financial information~~ and ~~certain~~underground ~~information~~power ~~regarding~~distribution ~~compensation of~~infrastructures ~~executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult~~as ~~for~~well ~~investors~~as ~~and~~on ~~securities~~transmission ~~analysts to evaluate the Company. As a result, investor confidence in the Company~~ and ~~the~~sub-transmission ~~market price of its common stock may be adversely affected~~lines.

The Company has expertise in a variety of electric utility, fiber optic, and telecommunications construction and maintenance services and is ~~subject~~qualified also to do business in all 50 states, the ~~potential factors~~District of ~~market~~Columbia and ~~customer~~Puerto ~~changes~~Rico The current business of the Company is in electric utility, fiber optic, and telecommunications construction and maintenance services. The Company installs, connects and services the energy and communications sectors. Experienced teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The Company has its headquarters in Northern Virginia, with offices in Southern Maryland, Nashville, Tennessee, and Washington, D.C.

~~The~~As of ~~business~~the date of ~~the Company~~this isreport, ~~susceptible~~the toCompany ~~rapidly~~has ~~changing~~signed ~~preferences~~a letter of ~~the~~intent ~~marketplace~~to ~~and~~purchase ~~its~~an ~~customers.~~industrial ~~The~~property ~~needs~~in ofUpper ~~customers~~Marlboro, ~~are subject~~Prince toGeorge’s ~~constant~~County, ~~change.~~Maryland ~~Although~~for the ~~Company~~purchase ~~intends~~price toof ~~carry~~$1.575 ~~out~~million ~~its~~plus ~~plan~~closing ofcosts. ~~offering~~The ~~online~~industrial ~~gaming~~property ~~technologies~~is ~~and services to~~approximately ~~satisfy~~1.77 ~~changing~~acres, ~~customer~~fenced ~~demands~~and inpaved, ~~the~~which ~~marketplace,~~will ~~there~~provide ~~can~~for bethe noability ~~assurance~~of ~~that~~the ~~funds~~Company ~~for~~to ~~such~~significantly ~~expenditures~~increase ~~will~~its betruck ~~available~~fleet and orhas ~~that~~an ~~the~~office ~~Company’s~~building ~~competition~~and ~~will~~drive ~~not~~up ~~develop~~warehouse ~~similar~~of orapproximately ~~superior~~12,000 ~~capabilities~~square orfeet. ~~that~~The ~~the~~ Company ~~will~~is becurrently ~~successful~~ in negotiations with one of its ~~internal~~existing ~~efforts.~~lenders ~~The~~to ~~future~~provide ~~success~~financing of 85% of the ~~Company~~purchase ~~will~~price ~~depend~~of inthe ~~part~~building. onWhile ~~its~~the ~~ability~~Company believes closing to ~~respond~~be ~~effectively~~likely, the Bank has yet to ~~rapidly changing~~provide ~~trends,~~final ~~industry~~commitment ~~standards~~or closing documents and ~~customer~~therefore ~~requirements~~funding is not yet fully assured.

13The Company has filed a registration statement on Form S-1 to register the resales of common stock shares held by certain existing shareholders of the Company. As of the date of this Report, the registration statement was under review by the U.S. Securities and Exchange Commission.

~~General economic factors may adversely affect the Company’s financial performance.~~12

~~Economic conditions~~For ~~beyond~~ the ~~Company’s~~year ~~control,~~ended ~~such~~December ~~as increased unemployment levels~~31, ~~inflation~~2017, ~~increases~~the inCompany ~~fuel,~~generated ~~other energy costs and interest rates~~$7, ~~lack of available credit~~399,730 ~~erosion~~ in ~~consumer~~revenues ~~confidence~~ and ~~other~~had ~~factors~~net ~~affecting disposable consumer~~ income ~~may~~ ~~adversely affect the Company’s business. Many~~ of ~~those factors~~$314,923. asAs ~~well as commodity rates, transportation costs, costs~~ of ~~labor~~December 31, ~~insurance and healthcare~~2017, ~~foreign exchange rate fluctuations, lease costs, changes in other laws and regulations and other economic factors, also affect~~ the Company’s ~~cost~~had ofan ~~goods~~accumulated ~~sold~~deficit asof ~~well as its general and administrative expenses~~$268, ~~which may adversely affect sales or profitability~~721.

~~The Company has authorized the issuance~~Revenues ofand ~~preferred stock with certain preferences.~~Losses

~~The board of directors~~During of the ~~Company~~year isended ~~authorized~~December to31, ~~issue up to 20~~2017,~~000,000~~ ~~shares~~the ofCompany ~~$0.0001~~posted ~~par~~revenues ~~value preferred stock. The board~~ of ~~directors has the power to establish the dividend rates~~$7, ~~liquidation preferences~~399,730 and ~~voting~~costs ~~rights~~ of ~~any~~revenues ~~series~~ of ~~preferred stock~~4,578,775 ~~and~~resulting ~~these~~in a ~~rights~~gross ~~may~~profit ~~be superior to the rights~~ of ~~holders of shares of the Company’s common stock~~$2,820,955. ~~The~~For ~~board~~that ofsame ~~directors~~year ~~may~~ended, ~~also establish~~total ~~redemption~~operating ~~and~~expenses ~~conversion~~were ~~terms~~$1,772,611, ~~and~~consisting ~~privileges with respect to any shares~~ of ~~preferred~~ stock. ~~Any~~based ~~such preferences may~~compensation ~~operate to the detriment~~ of ~~the~~$359,464, ~~rights~~depreciation ofexpense ~~the holders~~ of ~~the shares of the Company’s common stock~~$210,984 and ~~further,~~general ~~could~~and ~~be used~~administrative byexpenses ~~the board~~ of ~~directors~~$1,202,163. asInterest aand ~~device~~other toexpense totaled ~~prevent a change in control of the Company~~$92,221. NoIncome ~~such~~from ~~preferred~~operations ~~shares~~and orbefore ~~preferences have~~income ~~been~~taxes ~~issued~~totaled ~~to date~~$956,123. ~~but~~After ~~such~~income ~~shares~~tax orexpense ~~preferences~~of ~~may be issued at a later time~~$641,200 ~~subject to~~ the ~~sole~~Company generated ~~discretion~~net ofincome ~~the board~~ of ~~directors~~$314,923.

~~Intellectual~~Based on ~~property~~past performance, the Company is dependent on revenues generated from only a few customers including primarily Potomac Electric Power Co. (“PEPCO”) and~~/or~~ ~~trade~~RCN Telecom Services, LLC (“RCN”). For the years ended December 31, 2017 and 2016, ~~secret~~service ~~protection~~revenue ~~may~~from bethese ~~inadequate~~customers accounted for 98% and 100% of the Company’s revenue, respectively.

~~There~~In 2018, ~~can~~as bedescribed noelsewhere ~~assurance~~in this document, we have issued a letter of intent to purchase a new property in Upper Marlboro, ~~that~~Prince George’s County, Maryland. The purchase is our next step to increase the ~~Company~~pace ~~can~~of ~~obtain~~our ~~effective~~growth. ~~protection~~Currently ~~against~~we ~~unauthorized~~are ~~duplication~~limited due orto the ~~introduction~~nature of ~~substantially~~our ~~similar~~operations as critical infrastructure partners for the utilities we service. As part of the requirements ~~solutions~~we have under our contracts, we are required to maintain facilities with equipment within certain time limits/distance limits of the counties in which we provide service for the utilities we contract with. To date, one of the largest limiting factors we have encountered is the limited space we currently have available to house and ~~services~~maintain equipment used in our primary market, in and around Washington DC and surrounding counties. Should we be successful in our purchase of this property, we believe that we will be able to drive significant continued growth under our existing contracts and add potential new contracts for revenue in the coming years as this facility will allow us to add significant capacity to our existing infrastructure.

~~ITEM~~Liquidity and ~~1B.~~Capital ~~UNRESOLVED STAFF COMMENTS.~~Resources

~~Not~~As of ~~applicable~~December 31, 2017, the Company had improved its working capital position from a deficit of $0.8 million as of December 31, 2016 to a positive $0.122 million and had also increased its cash position to $715,000 from approximately $50,000 as of December 31, 2016. In addition, for the year ended December 31, 2017, the Company’s cash flows from operating activities increased to approximately $1.354 million from cash flows used in operations of $85,000 in 2016. The Company has been notified that it is now a preferred vendor for all of Exelon Corp. and has begun receiving new contracts and has begun bidding on additional contracts. In 2017, the Company has significantly increased its revenue run rate and expects the increases to continue into 2018 and 2019. The increased revenue has allowed the Company to begin operating profitably and the Company expects that those conditions will not only continue but increase in the coming quarters as new contracts are received and executed upon.

~~ITEM~~Results of ~~2. PROPERTIES.~~Operations

~~The~~Discussion of ~~Company~~the ~~has~~Year ~~administrative offices~~Ended ~~located~~December at31, ~~3429~~2017 ~~Ramsgate~~as ~~Terrace,~~compared ~~Alexandria,~~to ~~Virginia~~the ~~22309.~~Year Ended December 31, 2016

~~The~~Our ~~Company~~total ~~entered~~revenue ~~into~~was an$7,399,730 ~~agreement~~compared onto ~~January~~$2,898,970 for the years ended December 31, ~~2014~~2017 ~~for~~and 2016, respectively, representing an increase of $4,500,760, or approximately 22155%,~~000~~ ~~square~~in ~~feet~~2017. toThe ~~rent~~increase ~~office~~in ~~space~~our ~~located~~revenue atin ~~6000~~2017, as compared to 2016, can largely ~~Walker~~be ~~Mill~~attributed ~~Road~~to many positive events, ~~Capitol~~including ~~Heights~~being ~~MD.~~named ~~The~~a Contractor of Choice for PEPCO / Exelon, which led to the Company being ~~pays~~awarded contracts from PEPCO including one for $356 million and two others for $5 million and $4 million,~~500~~ ~~per~~respectively. ~~month~~Additionally, going forward into 2018, the Company has recently obtained contracts with companies such as Southern Company, Georgia Power, Gulf Power, Entergy and its affiliates, and Google, among others. In June, 2016, PCC received minority-owned certification status from the ~~term~~Capital Region of the National Minority Supplier Development Council (“NMSDC”). NMSDC is ~~month~~one of the country’s leading corporate membership organizations committed to helping supplier diversity by matching certified minority-owned businesses to its vast network corporate members who wish to purchase their products, services and solutions. Its corporate membership includes many of the largest public and privately-~~month~~owned companies, as well healthcare companies, colleges and universities. NMSDC maintains rigorous certification standards and PCC anticipates that such certification will provide a large base for growth and potential new projects.

InOur ~~addition~~cost of revenue was $4,578,775 compared to $2,263,602 for the ~~Company~~years ~~entered~~ended ~~into~~December 31, 2017 and 2016, respectively, representing an ~~agreement~~increase onof ~~July~~$2,315,173, 1or approximately 102%, in 2017 comparing that in 2016. ~~for~~The increase is the result of the 155% growth in revenues. Even though cost of revenues grew by 102%, the gross margin on revenue grew from 22% in 2016 to 38% in 2017. Our margin expansion in 2017 was primarily the result of a ~~200~~change ~~square~~we ~~foot~~implemented ~~office~~in ~~space~~2017 ~~located~~to atreduce ~~110~~reliance ~~Maryland~~on ~~Avenue~~outside contract work. ~~Washington~~In 2017, ~~DC.~~we ~~The~~increased ~~Company~~our ~~pays~~use ~~$800~~of ~~per~~agreements ~~month~~with local International Brotherhood of Electrical Workers Unions (“IBEW” locals) in which we contract with the local to provide skilled professionals to assist us with our contract jobs and we agree to compensate the ~~term~~IBEW islocal ~~month-~~for each professional for the time at their standard contract rates plus a fixed rate to~~-month~~ cover their vacation, health and sick pay and other benefits of the given IBEW local. We do not enter into and are not part of any collective bargaining agreement when we contract for the use of their local employees.

~~ITEM 3. LEGAL PROCEEDINGS.~~13

~~In April 2014, Gregory~~Although ~~Randolf, a former employee of~~ the ~~Company~~net ~~filed~~changes ~~a Class Action Labor Lawsuit against the Company in the Maryland District Court. The lawsuit alleges that he~~ and 48percent ~~other~~changes ~~flaggers~~for ofour ~~the~~revenues ~~Company were not paid overtime pay which in Maryland is time~~ and ~~½. The~~our ~~Company~~cost ~~believes that Mr. Randolf’s testimony as to the amount~~ of ~~hours~~revenue ~~he worked was completely false and that he was correctly paid~~ for ~~the~~years hours he worked per his time slips. As of December 2015, the Company has offered $100,000 to settle the case and is now waiting to hear if the Judge will accept the terms of the settlement. The Company accrued contingent loss of $100,000 during the year ended December 31, ~~2014.~~2017 ~~No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, the settlement agreement was approved by court~~ and ~~judgment for plaintiffs was entered in the amount of $100,000. On April 29,~~ 2016, ~~the~~are ~~company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the court ordered~~summarized ~~that the plaintiff’s revised petition for award of attorneys’ fees and costs was granted~~above, ~~and~~these ~~that~~trends ~~the~~should ~~Company~~not ~~is responsible~~necessarily ~~for~~be ~~payment~~viewed ofas ~~$188,616,~~a ~~payable~~definitive inindication ~~twenty-four (24) installments starting December 2, 2016. As~~ of ~~December~~our ~~31,~~future ~~2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and $86,449 was recorded in Other Liabilities~~results.

~~In May, 2015, the~~Gross ~~Company~~profit ~~filed~~was ~~a complaint against Riverport Insurance Services (“Riverport”) in Circuit Court for Montgomery County~~$2, ~~Maryland~~820,955 ~~for~~compared ~~failing~~ to ~~defend~~$635,368 afor ~~workers’ compensation claim previously filed against~~ the ~~Company.~~years ~~The~~ending ~~Company~~December is31, ~~seeking a~~2017 ~~declaration from the Court that Riverport owned the Company a duty to defend the subject workers’ compensation claim. The Company seeks recovery of attorneys’ fees~~ and ~~costs~~2016, ~~incurred in defending against the claim~~respectively, ~~and~~an ~~attorneys’~~increase ~~fees and~~of ~~costs incurred in litigating the complaint. Trial for this litigation was scheduled for June~~ $2, ~~2016. On September 14~~185, ~~2016~~587, aor ~~judgment~~344%, offrom ~~the~~2017 ~~litigation~~to ~~against~~2016. ~~Riverport~~The increase was ~~entered~~mainly indue ~~favor~~to of the ~~Company~~significant growth in ~~the amount of approximately $45~~revenue,~~000. No contingent~~ ~~gain was recorded by the Company~~ as ofnoted ~~December 31, 2016~~above.

14The operating expenses for the Company were $1,772,611 compared to $1,176,642 for the years ended December 31, 2017 and 2016, respectively, representing an increase of $595,969, or approximately 51%, in 2017 compared to 2016. The increase in our operating expenses in 2017, as compared to 2016, reflects additional costs related to the share based compensation in 2017 of $359,464. There were no such costs in 2016. In addition to stock based compensation, 2017 saw increases primarily in salary and wages in connection with the grow required as a growing public company. In 2017, salaries, wages and related costs increased to approximately $745,000 from 300,000 in 2016. In 2017, we were able to substantially reduce our professional fees incurred over those in 2016, reducing our costs from approximately $267,000 in 2016 to $111,000 in 2017. In 2016, our professional fees were greatly affected by becoming a public reporting company and also from our costs incurred to defend ourselves in class action lawsuits. In 2017, we recorded a substantial reversal of accrual made in 2016 as the result of the 4th US Circuit Court of Appeals rejecting the trial court award of attorney’s fees in our settlement of a class action lawsuit in October 2017.

~~ITEM~~Interest expense 4was $90,471 compared to $42,370 in the years ended December 31, 2017 and 2016, respectively, an increase of approximately 114%. ~~MINE~~The ~~SAFETY~~change ~~DISCLOSURES~~in interest expense for the year-end periods was due primarily to the fact that the Company borrowed approximately $600,000 from various lenders to purchase machinery and equipment, primarily vehicles.

~~Not~~Off-Balance Sheet ~~applicable.~~Arrangements

~~PART~~The Company IIhas no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~ITEM~~Critical Accounting ~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Policies

~~There~~The financial isstatements ~~currently~~of the Company have been prepared in accordance with accounting principles generally accepted in the United noStates. ~~public~~The ~~market~~preparation ~~for~~of these financial statements requires making estimates and judgments that affect the ~~Company's~~reported ~~securities~~amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

AtThe summary ~~such~~of ~~time~~significant asaccounting ~~it qualifies,~~policies ~~the~~presented ~~Company~~below ~~may~~is ~~choose~~designed to ~~apply~~assist ~~for~~in ~~quotation~~understanding ~~of its securities on~~ the ~~OTC~~Company’s ~~Bulletin~~consolidated financial ~~Board~~statements. ~~The~~Such ~~OTC~~consolidated ~~Bulletin~~financial ~~Board~~statements ~~is a~~and ~~dealer-driven~~accompanying ~~quotation~~notes ~~service.~~are ~~Unlike~~ the ~~Nasdaq~~representations ~~Stock~~of ~~Market, companies cannot directly apply to be quoted on~~ the ~~OTC Bulletin~~Company’s ~~Board~~management, ~~only~~who ~~market~~are ~~makers~~responsible ~~can~~for ~~initiate~~their ~~quotes,~~integrity and ~~quoted~~objectivity. ~~companies~~These doaccounting ~~not~~policies ~~have~~conform to ~~meet~~accounting ~~any~~principles generally ~~quantitative~~accepted ~~financial~~in ~~requirements. Any~~the ~~equity~~United ~~security~~States of aAmerica ~~reporting~~(“U.S. ~~company~~GAAP”) ~~not~~in ~~listed~~all onmaterial ~~the~~respects, ~~Nasdaq~~and ~~Stock~~have ~~Market~~been orconsistently applied onin apreparing ~~national~~the ~~securities~~accompanying ~~exchange~~consolidated isfinancial ~~eligible~~statements.

AsSince PowerComm ~~such~~Holdings, ~~time~~Inc. asand ~~it qualifies,~~PCC ~~the~~were ~~Company~~entities ~~may~~under ~~choose~~Mr. toKwasnik’s ~~apply~~common ~~for~~control ~~quotation~~prior ofto ~~its~~the ~~securities~~Acquisition on November 15, 2016, the ~~Nasdaq~~Acquisition ~~Capital~~was ~~Market.~~accounted Infor ~~general~~as ~~there~~a isrestructuring ~~greatest~~transaction in accordance with generally accepted accounting principles ~~liquidity~~(“GAAP”). ~~for~~PowerComm ~~traded~~Holdings ~~securities~~Inc. onhas ~~the~~recast ~~Nasdaq~~prior ~~Capital~~period ~~Market~~consolidated ~~and~~financial ~~less~~statements onto reflect the ~~OTC~~conveyance of ~~Bulletin~~PowerComm ~~Board~~Holdings Inc. Itto isPCC ~~not~~as ~~possible~~if tothe ~~predict where,~~restructuring iftransaction athad ~~all,~~occurred as of the ~~securities~~earliest date of the ~~Company~~consolidated financial ~~will~~statements. beAll ~~traded~~significant ~~following~~intercompany atransactions ~~business~~and ~~combination~~account balances have been eliminated.

~~Holders~~The accompanying consolidated financial statements include the accounts of PowerComm Holdings, Inc. and its wholly owned subsidiary, PowerComm Construction, Inc. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

~~As of May 15, 2017, there were approximately~~USE 40OF ~~stockholders.~~ESTIMATES

~~Dividends~~The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include, but are not limited to, assumptions used in the valuation of equity compensation and assumptions used in our impairment testing of long-lived assets.

We have not paid, nor declared, any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.14

~~Securities Authorized for Issuance~~CASH ~~Under~~AND ~~Equity~~CASH ~~Compensation Plans~~EQUIVALENTS

AsThe Company ofconsiders ~~the~~all ~~year~~cash ~~ended~~on ~~December~~hand ~~31,~~and ~~2016~~in banks, certificates of deposit and other highly-liquid investments with original maturities ~~neither~~of ~~PowerComm~~three ~~Holdings~~months or less, ~~Inc~~when purchased, to be cash and cash equivalents. ~~nor~~As ~~its~~of ~~wholly~~December ~~owned~~31, ~~subsidiary~~2016, ~~PCC~~the Company had ~~compensation~~no ~~plans~~uninsured deposits ~~(including~~in ~~individual~~banks. ~~compensation arrangements)~~As ~~under~~of ~~which~~December ~~our~~31, ~~Common~~2017, ~~Stock~~the ~~was~~Company ~~authorized~~has ~~for~~unsecured ~~issuance~~deposits of $480,360.

~~The Company’s management will review~~ACCOUNTS ~~the adoption of an equity compensation plan in the future.~~RECEIVABLE

~~Recent~~Accounts receivable ~~sales~~are recorded at net realizable value consisting of ~~unregistered~~the ~~securities~~carrying amount less allowance for doubtful accounts, as needed. We assess the collectability of accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. While management uses the best information available upon which to base estimates, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis. As of December 31, 2017 and 2016, the Company had no assessed allowance for doubtful accounts respectively.

~~The Company has issued~~FIXED the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.ASSETS

InFixed assets ~~the~~consist ~~past~~of ~~three~~computers, furniture and fixtures, machinery and equipment, and trucks and vehicles. They are stated at cost ~~years~~less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the ~~Company~~related ~~has~~cost ~~sold~~and ~~securities~~accumulated depreciation ~~which~~are ~~were~~removed ~~not~~from ~~registered~~the asrespective ~~follows:~~accounts, and any gain or loss is included in operations.

~~The Company (as White~~Depreciation ~~Grotto~~for ~~Acquisition~~financial ~~Corporation)~~reporting ~~issued~~purposes ~~and~~is ~~aggregate~~provided ofusing ~~20,000,000~~the ~~common~~straight-line ~~shares~~method onover ~~formation~~the inestimated ~~January~~useful ~~2015~~lives ~~pro rata (10,000,000 each) to James Cassidy and James McKillop, at a purchase price equal to $0.0001 per share,~~ of ~~which~~the ~~all~~assets ~~but~~or ~~an aggregate of 500,000~~lease ~~shares~~term ~~were~~as ~~redeemed pro rata at the purchase price.~~follows:

Category		Useful life (in years)

Computers		5

Office Furniture and Fixtures		7

Machinery and Equipment		5 - 7

Trucks and Vehicles		5 - 7

OnThe Company ~~September~~applies 16the provisions of FASB ASC Topic 360 (ASC 360), ~~2015~~“Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company ~~issued~~periodically ~~20,000,000~~evaluates ~~shares~~the carrying value of ~~its~~long-lived ~~common~~assets ~~stock~~ to ~~David~~be ~~Kwasnik~~held and used in accordance with ASC 360, at aleast ~~purchase~~on ~~price~~an ~~equal~~annual basis. ASC 360 requires the impairment losses to $0be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.~~0001~~ ~~per~~In ~~share~~that event, asa loss is recognized ~~part~~based on the amount by which the carrying amount exceeds the fair market value of athe ~~change~~long-lived assets. Loss on long-lived assets to be disposed of is determined in ~~control~~a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2017 and 2016, there was no impairment of long-lived assets recorded.

~~On November 15, 2016,~~REVENUE pursuant to the Acquisition, the Company issued 200,000 shares of its common stock, valued at $0.001 per share, in exchange for all the outstanding shares of PCC then held by the sole shareholder, David Kwasnik.RECOGNITION

OnThe Company ~~April~~performs ~~12,~~underground ~~2017,~~ and overhead utility services primarily in the ~~Company~~eastern ~~issued~~and ~~160,000~~southeastern ~~shares~~region of ~~its~~the ~~common~~United ~~stock~~States for toutility 16companies. ~~shareholders,~~The atCompany’s awork ~~purchase~~is ~~price~~performed ~~equal~~under tocost-plus-fee $0contracts.~~001~~ ~~per~~The ~~share,~~length asof ~~part~~the Company’s ofcontracts avaries, ~~private~~but ~~placement~~are ~~for~~typically ~~total~~two ~~proceeds~~to ofthree ~~$160.00~~years, ~~pursuant~~and toare ~~executed~~generally ~~subscription~~defined ~~agreements~~by ~~under~~geographic area within a ~~Regulation~~given Dutility ~~offering~~service orcoverage ~~other~~area. ~~private~~While ~~placement~~the ofCompany’s ~~securities.~~contracts ~~Each~~are ofgenerally ~~these~~long-term ~~transactions~~in ~~was~~nature, ~~issued~~the ascontracts ~~part~~call offor the ~~private~~Company ~~placement~~to ~~of securities~~bid byfor and invoice for work performed in much smaller units, generally at the ~~Company~~street level in ~~which~~terms noof ~~underwriting~~geographic ~~discounts~~coverage, and generally on a day-to-day basis or ~~commissions~~in ~~applied~~certain limited circumstances in periods up to ~~any~~a offew weeks at a time. Revenues are recognized on the accrual ~~transactions~~basis as services are performed. The Company ~~conducted~~recognizes ~~such~~service revenue in accordance with GAAP when the following overall ~~private~~fundamental ~~placement~~criteria ~~offering~~are inmet: ~~order~~(i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to ~~build~~the acustomer ~~base~~is offixed ~~shareholders~~or determinable, and ~~establish~~(iv) ~~relationships~~collection ~~with~~of athe ~~variety~~resulting accounts ofreceivable ~~shareholders~~is reasonably assured. ~~Tiber~~ ~~Creek~~During ~~Corporation~~the ~~did~~years ~~not~~ended ~~assist~~December 31, 2017 and 2016, the Company inrecognized ~~conducting~~revenue when the ~~offering~~above four criteria were met.

~~On April 12, 2017, the Company issued 2,470,000 shares of its common stock to 28 employees and consultants, at a cost basis of $0.001 per share, in exchange for services rendered to the Company.~~15

~~ITEM~~COST OF ~~6. SELECTED FINANCIAL DATA.~~REVENUE

AsCosts of arevenue ~~“smaller~~include ~~reporting~~all ~~company~~direct materials,” labor costs, equipment and those indirect costs, including depreciation of machinery weand ~~have~~equipment, ~~elected~~trucks ~~not~~and vehicles, and indirect labor, supplies, tools, repairs and miscellaneous job costs. Changes in job performance, job conditions and estimated profitability, may result in revisions to ~~provide~~costs and income and are recognized in the ~~disclosure~~period ~~required~~in bywhich the ~~this~~revisions ~~item~~are determined.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~INCOME TAXES

~~The~~Under ASC ~~following~~740, ~~discussion~~“Income ~~should~~Taxes,” ~~be read~~deferred intax ~~conjunction~~assets ~~with~~and ~~our~~liabilities ~~audited~~are ~~consolidated~~recognized ~~financial~~for ~~statements~~the ~~and~~future ~~notes~~tax consequences attributable to ~~our~~operating losses and tax credit carryforwards, as well as differences between the financial ~~statements~~statement ~~included~~carrying ~~elsewhere~~amounts of existing inassets ~~this~~and ~~report.~~liabilities ~~This~~and ~~discussion~~their ~~contains~~respective ~~forward-looking~~tax ~~statements~~bases. ~~that~~Deferred ~~involve~~tax ~~risks~~assets and ~~uncertainties.~~liabilities ~~Actual~~are ~~results~~measured ~~could~~using enacted tax rates ~~differ~~expected ~~materially~~to ~~from~~apply ~~those~~to ~~anticipated~~taxable income in ~~these~~the ~~forward-looking~~years ~~statements~~in aswhich athose ~~result~~temporary ofdifferences ~~various~~are ~~factors~~expected ~~discussed~~to ~~elsewhere~~be recovered or settled. The effect on deferred tax assets and liabilities of a change in ~~this~~tax ~~report~~rates is recognized in income in the period that includes the enactment date.

~~Certain information included herein~~A ~~contains~~valuation ~~statements~~allowance ~~that~~is ~~may~~established bewhen ~~considered~~it ~~forward-looking~~is ~~statements,~~more ~~such~~likely asthan ~~statements~~not relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that ~~could~~some ~~significantly affect~~or ~~anticipated~~all results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the ~~software~~deferred industry, the success of our product development, marketing and sales activities, vigorous competition in the software industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax ~~laws~~assets orwill ~~the~~not ~~administration~~be ~~of such laws~~realized.

~~Overview~~EARNINGS PER COMMON SHARE

~~The Company, through~~Basic ~~its~~earnings ~~wholly owned subsidiary PCC, installs, connects~~ and ~~services~~loss ~~the~~per ~~energy~~common ~~and~~share ~~communications~~excludes ~~sectors.~~dilution ~~Experienced PCC teams also build~~ and ~~maintain~~is ~~America’s~~computed ~~infrastructure~~by ~~from~~dividing ~~fiber-optic~~net ~~lines~~loss toby ~~high~~the ~~voltage~~weighted ~~lines~~average tonumber ~~cellular~~of ~~communication~~common ~~towers.~~shares ~~The~~outstanding ~~current~~during ~~business~~the ofperiod. ~~PCC~~Diluted isearnings inand ~~electric~~loss ~~utility,~~per ~~fiber~~common ~~optic,~~share ~~and~~reflect ~~telecommunications~~the ~~construction~~potential ~~and~~dilution ~~maintenance~~that ~~services.~~could occur ~~PCC~~if ~~has~~securities ~~provided~~or ~~for~~other ~~almost~~contracts 20to ~~years~~issue acommon ~~diverse~~stock ~~range~~were ofexercised ~~power~~or ~~services,~~converted ~~telecommunications~~into ~~and~~common ~~fiber~~stock ~~optic~~or ~~services~~resulted ~~and~~in ~~cellular~~the issuance ~~services.~~of ~~PCC~~common isstock ~~a longstanding service provider~~ that ~~works~~then onshared ~~complex~~in ~~projects~~the ~~for~~loss ~~industry~~of ~~leaders~~the entity. ~~PCC~~As ~~service~~of ~~crews~~December ~~perform electrical~~31, ~~power~~2017 ~~line work on overhead~~ and ~~underground~~2016, ~~power~~there ~~distribution~~are ~~infrastructures~~no asoutstanding ~~well as on transmission and sub-transmission~~dilutive ~~lines~~securities.

~~The Company has expertise~~FAIR inVALUE aOF ~~variety~~FINANCIAL of electric utility, fiber optic, and telecommunications construction and maintenance services and is qualified also to do business in all 50 states, the District of Columbia and Puerto Rico The current business of the Company is in electric utility, fiber optic, and telecommunications construction and maintenance services. The Company installs, connects and services the energy and communications sectors. Experienced teams also build and maintain America’s infrastructure from fiber-optic lines to high voltage lines to cellular communication towers. The Company has its headquarters in Northern Virginia, with offices in Southern Maryland, Nashville, Tennessee, and Washington, D.C.INSTRUMENTS

AsThe Company follows guidance for accounting for fair value measurements of ~~December~~financial ~~31,~~assets and financial liabilities and for fair ~~2016~~value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company ~~had~~adopted ~~shareholders'~~guidance ~~deficit~~for offair ~~$583,644,~~value measurement related to nonfinancial items that are recognized and adisclosed ~~cash~~at ~~balance~~fair ofvalue ~~$49,744~~in the financial statements on a nonrecurring basis. ~~During~~The guidance establishes a fair value hierarchy that prioritizes the ~~year~~inputs ~~ended~~to ~~December~~valuation ~~31,~~techniques ~~2016,~~used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the ~~Company~~lowest ~~incurred~~priority ato ~~net~~measurements involving ~~loss~~significant ofunobservable ~~$583,644~~inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

~~The Company anticipates~~Level ~~that it would need approximately $~~1~~,000,000~~ ~~over~~inputs ~~the~~are ~~next~~quoted 12prices ~~months~~(unadjusted) ~~to continue as a going concern, satisfy its capital commitments and continue its operations~~ in ~~accordance~~active ~~with~~markets ~~its~~for ~~current~~identical ~~business~~assets ~~plan.~~or ~~The~~liabilities ~~Chief~~that ~~Executive Officer and several shareholders plan to continue to fund~~ the Company’s ~~operations~~has ~~during~~ the ~~next 12 months or until the Company can generate an ongoing~~ability ~~source of capital sufficient~~ to ~~independently~~access ~~continue~~at ~~its~~the ~~operations~~measurement date.

16Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

~~As of December 31,~~Level ~~2016,~~3 ~~the~~inputs ~~Company~~are ~~had~~unobservable aninputs ~~accumulated~~for ~~deficit of $583,644. These matters raise substantial doubt about~~ the ~~Company’s~~asset ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or ~~obtain additional financing from its stockholders and/or other third parties~~liability.

The ~~Company’s~~ ~~independent~~carrying ~~auditors~~amounts ~~have expressed substantial doubt as to the ability~~ of ~~the~~financial ~~Company~~assets tosuch ~~continue~~ as ~~a going concern. Unless the Company is able to generate sufficient~~ cash ~~flow~~approximate ~~from~~their ~~operations~~fair ~~and/or~~values ~~obtain~~because ~~additional financing, there is a substantial doubt as to the ability~~ of the ~~company~~short tomaturity ~~continue~~of asthese ~~a going concern~~instruments.

~~Potential Revenue~~RECLASSIFICATIONS

~~The Company intends~~Certain toreclassifications ~~earn~~have ~~revenue~~been ~~from~~made ~~executing~~to ~~its~~the ~~business~~prior ~~plan~~consolidated ~~and~~financial ~~continuing~~statements to ~~provide~~conform ~~electric~~to ~~utility,~~the ~~fiber~~current ~~optic,~~year ~~and~~presentation. ~~telecommunications~~The ~~construction~~reclassifications ~~and~~had ~~maintenance~~no ~~services~~impact ~~through~~on ~~its~~previously ~~wholly~~reported ~~owned~~net ~~subsidiary,~~loss ~~PowerComm~~or ~~Construction,~~accumulated ~~Inc~~deficit.

~~Alternative~~RECENTLY ISSUED ~~Financial~~ACCOUNTING ~~Planning~~PRONOUNCEMENTS

~~The Company has no~~In ~~alternative~~February ~~financial~~2018, ~~plans at~~ the ~~moment.~~FASB Ifissued ~~the~~ASU ~~Company~~2018-02 is“Reclassification ~~not~~of ~~able~~Certain toTax ~~successfully~~Effects ~~raise~~from ~~monies~~Accumulated asOther ~~needed through a private~~Comprehensive ~~placement~~Income,” orwhich ~~other~~allow ~~securities~~a ~~offering~~reclassification ~~(including,~~from ~~but~~accumulated ~~not~~other ~~limited~~comprehensive income to, aretained ~~primary~~earnings ~~public~~for ~~offering~~stranded oftax effects ~~securities),~~resulting from the ~~Company’s ability~~Tax toCuts ~~survive~~and asJobs aAct ~~going~~(“Tax ~~concern~~Act”). ~~and~~The ~~implement~~new ~~any~~guidance ~~part~~is ofeffective ~~its~~for ~~business~~fiscal ~~plan~~years orbeginning after ~~strategy~~December ~~will~~15, be2018, ~~severely~~and ~~jeopardized.~~interim ~~If the~~periods ~~Company~~within isthose ~~unable~~fiscal toyears ~~raise~~and ~~funds~~can ~~through~~be ~~equity~~early ~~sales~~adopted. orThe ~~otherwise, the~~ Company ~~may~~is ~~also~~still ~~consider~~evaluating the ~~selling~~impacts ~~some~~ of ~~its~~this ~~silver holdings~~standard inshould ~~the~~it ~~future~~choose to ~~finance~~make ~~other~~this ~~operations~~reclassification.

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.16

~~The Company does not~~In ~~anticipate~~January ~~that~~2017, itthe ~~will~~FASB ~~generate~~issued ~~revenue~~ASU ~~sufficient~~2017-01 to“Clarifying ~~cover~~the ~~its~~Definition ~~planned~~of ~~operating~~a ~~expenses~~Business,” ~~and~~which clarifies the ~~Company~~definition of ~~must~~a ~~obtain~~business ~~additional financial~~with inthe ~~order~~objective of adding guidance to ~~develop~~assist ~~and~~entities ~~implement~~with ~~its~~evaluating ~~business~~whether ~~plan~~transactions ~~and~~should ~~proposed~~be ~~operations~~accounted for as acquisitions or disposals of assets or businesses. IfThe ~~the~~new ~~Company~~guidance is ~~not~~effective ~~successful~~for inannual ~~generating sufficient~~periods ~~revenues~~beginning ~~and/or~~after ~~obtaining~~December 15, ~~additional~~2017, ~~funding~~including tointerim ~~develop~~periods ~~its~~within ~~business~~those ~~plan~~periods. ~~and~~The ~~proposed~~impact ~~operations,~~to ~~this~~the ~~could~~Company’s ~~have a~~consolidated ~~material~~financial ~~adverse~~statements will ~~effect~~depend on ~~its~~the ~~business,~~facts ~~results~~and circumstances of ~~operations~~any ~~liquidity~~specific ~~and~~future ~~financial condition~~transactions.

~~Results~~In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of ~~Operations~~the guidance issued in ASU No. 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples.

~~Comparison~~In May of2016, ~~Years~~the ~~Ended~~FASB ~~December~~issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical 31Expedients, ~~2016~~which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and ~~2015~~the presentation of sales and other similar taxes collected from customers.

~~Revenues~~In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and ~~Costs~~Licensing, which clarifies certain aspects of ~~Revenue~~identifying performance obligations and licensing implementation guidance.

~~Our~~In February ~~total~~2016, ~~revenue~~the ~~was~~FASB ~~$2,898,970~~issued ~~and~~ASU $32016-02 “Leases,~~063,319 for~~” ~~the~~which ~~years~~requires ~~ended~~lessees ~~December~~to ~~31,~~recognize ~~2016~~a right-to-use asset and a ~~2015,~~lease ~~respectively,~~liability ~~representing~~for avirtually ~~decrease~~all ofleases ~~$164,349,~~(other orthan ~~approximately~~leases ~~5%,~~meeting inthe ~~2016~~definition of a short-term lease). The ~~decrease~~new inguidance is ~~our~~effective ~~revenue~~for infiscal ~~2016,~~years asbeginning ~~compared~~after toDecember ~~2015~~15, 2018 and interim periods beginning the following fiscal year. The Company is in the ~~result~~process of ~~changes~~evaluating inthe ~~general~~impact ~~economic~~of ~~conditions~~the ~~causing~~new ~~less~~guidance on the Company’s consolidated financial statements and anticipates ~~demand~~this ~~for~~impact ~~our~~will ~~services~~not be material to its consolidated balance sheets.

~~Our~~In May ~~cost~~2014, ofthe ~~revenue~~FASB ~~was~~issued $1ASU No. 2014-09,~~958~~ Revenue from Contracts with Customers (Topic 606),~~064~~ ~~and~~which supersedes all existing revenue $1recognition requirements,~~902,027~~ ~~for~~including ~~the~~most ~~years~~industry-specific ~~ended~~guidance. ~~December~~The ~~31,~~new ~~2016~~standard ~~and~~requires ~~2015,~~a ~~respectively,~~company ~~representing~~to anrecognize ~~increase~~revenue when ofit ~~$56,037,~~transfers goods or ~~approximately 3%,~~services to customers in ~~2016~~an ~~comparing~~amount that inreflects ~~2015~~the consideration that the company expects to receive for those goods or services. The ~~increase~~FASB ishas subsequently issued the ~~result~~following ofamendments ~~changes~~to inASU ~~general~~No. ~~economic~~2014-09, ~~conditions~~which ~~causing~~have ~~increases~~the insame ~~our~~effective ~~expenses.~~date and transition date of January 1, 2018:

~~Although~~In August 2015, the ~~net~~FASB ~~changes~~issued ~~and~~ASU ~~percent~~No. ~~changes for~~2015-14, ~~our~~Revenue ~~revenues~~from ~~and~~Contracts ~~our~~with ~~cost~~Customers of(Topic ~~revenue~~606): ~~for~~Deferral ~~years~~of ~~ended~~the ~~December~~Effective 31Date, which ~~2016~~delayed ~~and~~the ~~2015~~effective ~~are~~date ~~summarized~~of ~~above~~the new standard from January 1, ~~these~~2017 ~~trends~~to ~~should~~January 1, 2018. The FASB also agreed to allow entities ~~not~~to bechoose ~~viewed~~to asadopt athe ~~definitive~~standard ~~indication~~as of ~~our~~the ~~future~~original ~~results~~effective date.

~~Gross~~In March ~~profit~~2016, ~~analysis~~the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations.

~~Gross~~Management is ~~profit~~in ~~was~~the ~~$940,906~~process ~~and~~of ~~$1,161,292 for~~assessing the ~~years~~impact ~~ending December 2016 and 2015 respectively, resulting a decrease~~ of ~~$220 thousand from 2016 to 2015. The decrease was mainly due to~~ the ~~decrease~~above inASUs ~~revenue~~on ~~amounted to $164 thousand and~~ the ~~increase~~Company’s inconsolidated ~~cost~~financial ~~of revenue amounted to $56 thousand~~statements.

17All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

~~Operating~~ITEM 7A. ~~Expenses~~QUANTITATIVE ~~and~~AND ~~Other~~QUALITATIVE ~~Expenses~~DISCLOSURES ABOUT MARKET RISK.

~~General and administrative expenses for~~As ~~our~~a ~~operations~~“smaller ~~were~~reporting $1company”,~~482,180~~ ~~and~~we ~~$1,194,127~~have ~~for~~elected ~~the~~not years ended December 31, 2016 and 2015 respectively, representing an increase of $288,053, or approximately 24%, in 2016 comparing that in 2015. The increase in our general and administrative expenses in 2016, as compared to ~~2015,~~provide ~~reflects~~the ~~additional~~disclosure ~~costs~~required ~~related~~by tothis ~~corporate transactions, increased marketing efforts, and related matters~~item.

~~Interest expense was $42,370 and $32,022~~ITEM ~~in the years ended December 31, 2016 and 2015 respectively~~8. ~~The~~FINANCIAL ~~change~~STATEMENTS inAND ~~interest~~SUPPLEMENTARY ~~expense for the year-end periods was due to an increase in outstanding indebtedness~~DATA.

~~Liquidity~~The required ~~and~~financial ~~Capital~~statements ~~Resources~~are included following the signature page of this Annual Report on Form 10-K.

At December 31, 2016, our principal source of liquidity for our operations consisted of $49,744 of cash, as compared to $16,439 of cash at December 31, 2015. In addition, our stockholders’ deficit was $583,644 at December 31, 2016, as compared to our stockholders’ equity of $54,081 at December 31, 2015, an increase in the deficit of $645,283.17

~~Our operations used net cash of $85,354~~ITEM ~~during 2016, as compared to net cash provided amounting to $35,044 during the year ended December 31, 2015~~9. ~~The~~CHANGES ~~$120~~IN ~~thousand increase~~AND inDISAGREEMENTS ~~the~~WITH ~~net~~ACCOUNTANTS ~~cash~~ON ~~used~~ACCOUNTING inAND ~~our~~FINANCIAL operating activities during 2016 primarily resulted from increased net loss of $525 thousand; partially offset by increase of net cash provided from $64 thousand change in prepaid expenses, $5 thousand change in accrued expenses, $87 thousand change in other liabilities, increase in depreciation expenses of $71 thousand, and increase of $173 thousand in net cash provided by accounts receivableDISCLOSURE.

~~Investing activities used $351,855 and $168,103 net cash during the years ended December 31, 2016 and 2015, respectively~~None. ~~The increase in cash used in investing activities in 2016 results from increases in purchases of machine and equipment.~~

~~Financing activities provided net cash~~ITEM ~~of $470,514 and net cash of $69,202 during the years ended December 31, 2016 and 2015 respectively~~9A. ~~The~~CONTROLS ~~increase~~AND ~~in cash provided in financing activities in 2016 results from proceeds received in connection with loans~~PROCEDURES.

~~We have no significant contractual obligations~~Evaluation orof ~~commercial~~Disclosure ~~commitments~~Controls ~~not~~and ~~reflected on our balance sheet as of this date.~~Procedures

~~Critical~~Our management, ~~Accounting~~with ~~Policies~~the participation of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls and procedures required by Rule 15d-15(b) of the Exchange Act) were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by the Report, we had failed to adequately invest in personnel and systems to accumulate, record and properly report on our results of operations.

We ~~have identified the policies outlined~~ ~~below~~believe asthat ~~critical to our business operations and an understanding of our results of operations. The list is not intended to be~~ a ~~comprehensive~~control ~~list of all of our accounting policies. In many cases~~system, ~~the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with~~ no ~~need~~matter ~~for~~how ~~management’s~~well ~~judgment in~~designed ~~their application. The impact~~ and ~~any~~operated, ~~associated~~cannot ~~risks~~provide ~~related~~absolute toassurance ~~these~~that ~~policies~~the ~~on our business operations is discussed throughout~~objectives ~~Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on~~ the ~~application~~control ofsystem ~~these~~are ~~and other accounting policies~~met, ~~see~~and ~~the~~no ~~notes to~~evaluation ~~our December 31, 2016 consolidated financial statements. Note that our preparation~~ of ~~the~~controls ~~consolidated~~can ~~financial~~provide ~~statements requires~~absolute usassurance ~~to make estimates and assumptions~~ that ~~affect~~all ~~the~~control ~~reported~~issues ~~amount of assets~~ and ~~liabilities, disclosure of contingent~~instances ~~assets and liabilities at the date~~ of ~~our~~fraud, ~~consolidated~~if ~~financial statements~~any, ~~and~~within ~~the~~a ~~reported~~company ~~amounts~~have ofbeen ~~revenue and expenses during the reporting period~~detected. ~~We cannot assure that actual results will not differ from those estimates.~~

~~BASIS~~Management’s Annual OFReport ~~PRESENTATION~~on Internal Control over Financial Reporting

~~The~~Our management ~~summary~~is ofresponsible ~~significant~~for ~~accounting policies~~establishing ~~presented~~and ~~below~~maintaining isadequate ~~designed~~internal control over financial reporting to ~~assist~~provide inreasonable assurance ~~understanding~~regarding the ~~Company's~~reliability ~~consolidated~~of our financial reporting and the preparation of financial statements. ~~Such~~for ~~consolidated~~external purposes in accordance with generally accepted accounting principles. Internal control over financial ~~statements~~reporting includes those policies and ~~accompanying~~procedures ~~notes~~that ~~are~~(i) pertain to the ~~representations~~maintenance of records that in reasonable detail accurately and fairly reflect the ~~Company's~~transactions and ~~management,~~dispositions ~~who~~of the assets of our company; (ii) provide reasonable assurance that transactions are ~~responsible~~recorded ~~for~~as ~~their~~necessary to ~~integrity~~permit ~~and~~preparation ~~objectivity.~~of ~~These~~financial ~~accounting~~statements ~~policies~~in ~~conform~~accordance towith generally accepted accounting principles, ~~generally~~and ~~accepted~~that inreceipts and expenditures of the ~~United~~company ~~States~~ are being made only in accordance with authorizations of ~~America~~our management and directors; and (~~"GAAP"~~iii) inprovide reasonable ~~all~~assurance ~~material~~regarding ~~respects,~~prevention ~~and~~or ~~have~~timely ~~been~~detection ~~consistently~~of ~~applied~~unauthorized inacquisition, ~~preparing~~use ~~the~~or ~~accompanying~~disposition ~~consolidated~~of the Company’s assets that could have a material effect on the financial statements.

~~Since PowerComm Holdings, Inc. and PCC~~Management ~~were~~assessed ~~entities~~our ~~under~~internal ~~Mr. Kwasnik’s common~~ control ~~prior~~over tofinancial ~~the~~reporting ~~Acquisition~~as onof ~~November~~December 1531, ~~2016~~2017, the ~~Acquisition~~end ~~was~~of ~~accounted for~~our asfiscal ayear. ~~restructuring~~Management ~~transaction~~based inits assessment ~~accordance~~on ~~with~~criteria ~~generally~~established ~~accepted~~in ~~accounting~~Internal ~~principles~~Control—Integrated ~~(“GAAP”).~~Framework ~~PowerComm Holdings~~issued ~~Inc.~~by ~~has~~the ~~recast~~Committee ~~prior~~of ~~period~~Sponsoring ~~consolidated~~Organizations of ~~financial~~the ~~statements~~Treadway toCommission ~~reflect~~ (the ~~conveyance~~COSO of2013 ~~PowerComm Holdings Inc~~Criteria). ~~to PCC~~Management’s asassessment ifincluded ~~the~~evaluation ~~restructuring~~of ~~transaction~~such ~~had~~elements ~~occurred~~ as the ofdesign ~~the~~and ~~earliest~~operating ~~date~~effectiveness of ~~the~~key ~~consolidated~~ financial ~~statements.~~reporting ~~All~~controls, ~~significant intercompany~~process ~~transactions~~documentation, ~~and~~accounting ~~account~~policies, ~~balances~~and ~~have~~our overall ~~been~~control ~~eliminated~~environment.

18Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

~~USE~~This annual OFreport ~~ESTIMATES~~does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.18

~~CASH~~Inherent limitations ~~AND~~on ~~ACHS~~effectiveness ~~EQUIVALENTS~~of controls

~~The~~Internal control ~~Company~~over ~~considers~~financial ~~all~~reporting ~~cash~~has oninherent ~~hand~~limitations which include but is not limited to the use of independent professionals for advice and inguidance, ~~banks~~interpretation of existing and/or changing rules and principles, ~~certificates~~segregation of ~~deposit~~management duties, scale of organization, and ~~other~~personnel ~~highly-liquid~~factors. ~~investments~~Internal ~~with~~control ~~original~~over ~~maturities~~financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of ~~three~~its ~~months~~inherent limitations, internal control over financial reporting may not prevent or ~~less~~detect misstatements on a timely basis, ~~when~~however these inherent limitations ~~purchased~~are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be ~~cash~~effective ~~and~~can ~~cash~~provide ~~equivalents~~only reasonable assurance with respect to financial statement preparation and presentation. AsProjections of ~~December~~any ~~31,~~evaluation ~~2016~~of ~~and~~effectiveness ~~2015,~~to future periods are subject to the ~~Company~~risk ~~had~~that nocontrols ~~uninsured~~may ~~deposits~~become inadequate because of changes in ~~banks~~conditions, ~~respectively~~or that the degree of compliance with the policies or procedures may deteriorate.

~~ACCOUNTS~~Changes in ~~RECEIVABLE~~Internal Control Over Financial Reporting

~~Accounts~~There ~~receivable~~was ~~are~~no ~~recorded at net~~change ~~realizable~~in ~~value~~our ~~consisting~~internal ofcontrol ~~the~~over ~~carrying~~financial ~~amount~~reporting ~~less allowance for doubtful accounts,~~ (as ~~needed.~~defined Wein ~~assess~~Rule ~~the~~15d-15(f) ~~collectability~~ of ~~accounts receivable based primarily upon~~ the ~~creditworthiness~~Exchange ofAct) ~~the~~that ~~customer~~occurred asduring ~~determined by credit checks and analysis, as well as~~ the ~~customer’s payment history. Management reviews the composition of accounts receivable and analyzes historical~~year ~~bad~~ended ~~debts,~~December ~~customer concentrations~~31, ~~customer credit worthiness~~2017, ~~current~~that ~~economic~~materially ~~trends~~affected, ~~and~~or ~~changes~~is inreasonably ~~customer~~likely ~~payment patterns~~ to ~~evaluate~~materially ~~the adequacy of these reserves. While management uses the best information available upon which to base estimates~~affect, ~~future~~ ~~adjustments~~our tointernal ~~the~~control ~~allowance~~over ~~may be necessary if economic conditions differ substantially from the assumptions used for~~financial ~~the purposes of analysis~~reporting. ~~As of December 31, 2016 and 2015, the Company had no assessed allowance for doubtful accounts respectively.~~

~~FIXED~~ITEM 9B. ~~ASSETS:~~OTHER INFORMATION

~~Fixed assets consist of computers, furniture and fixtures, machinery and equipment, and trucks and vehicles~~None. They are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

~~Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets or lease term as follows:~~19

Category		Useful life (in years)
Computers		5
Office Furniture and Fixtures		7
Machinery and Equipment		7
Trucks and Vehicles		5

PART III

~~The Company applies the provisions of~~ITEM ~~FASB ASC Topic 360 (ASC 360), “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets~~10. ~~The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360~~DIRECTORS, atEXECUTIVE ~~least~~OFFICERS onAND anCORPORATE ~~annual basis~~GOVERNANCE. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2016 and 2015, there was no impairment of long-lived assets recorded.

~~REVENUE~~Officers and ~~RECOGNITION~~Directors

~~The Company performs underground and overhead~~David ~~utility~~Kwasnik ~~services~~serves ~~primarily~~as in the ~~southeastern~~sole ~~region~~officer ofand ~~the~~director ~~United States for utility companies. The Company’s work is performed under cost-plus-fee contracts. The length~~ of the Company’s. ~~contracts varies, but are typically two to three years~~Mr. ~~Revenues~~ ~~are~~Kwasnik ~~recognized~~also onserves ~~the accrual basis~~ as ~~services are performed. The Company recognizes service revenue in accordance with GAAP when~~ the ~~following~~sole ~~overall~~officer fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and ~~(iv)~~ ~~collection~~director of ~~the resulting accounts receivable is reasonably assured~~PCC. ~~During the years ended December 31, 2016 and 2015, the Company recognized revenue when the above four criteria were met.~~

19David Kwasnik, Sr., age 50, serves as the President, Secretary, Treasurer and sole officer and director of the Company, positions at the Company that he has held since September 2015. Since 1995, Mr. Kwasnik has served as the president and chief executive officer of PowerComm Construction, a privately-held company. He has managed and directed all aspects and technological operations, procurement and project management activities for the company’s telecommunications, power transmission and distribution construction projects.

~~COST OF REVENUE~~Director Independence

~~Costs~~Pursuant to ofRule ~~revenue~~4200 ~~include~~of ~~all~~The ~~direct~~NASDAQ ~~materials, labor~~Stock ~~costs,~~Market ~~equipment~~one ~~and~~of ~~those~~the ~~indirect~~definitions ~~costs,~~of ~~including~~an ~~depreciation~~independent ofdirector ~~machinery~~is ~~and~~a ~~equipment,~~person ~~trucks~~other ~~and~~than ~~vehicles,~~an ~~and indirect~~executive ~~labor,~~officer ~~supplies,~~or ~~tools,~~employee ~~repairs~~of ~~and~~a ~~miscellaneous~~company. ~~job~~The ~~costs.~~Registrant’s ~~Changes~~board inof ~~job~~directors ~~performance,~~has ~~job~~reviewed ~~conditions~~the ~~and~~materiality ~~estimated~~of ~~profitability,~~any relationship that ~~may~~each ~~result~~of inthe ~~revisions~~directors tohas ~~costs~~with ~~and~~the ~~income~~Registrant, ~~and~~either ~~are~~directly ~~recognized~~or inindirectly. ~~the~~Based ~~period~~on inthis ~~which~~review, the ~~revisions~~board ~~are~~currently ~~determined~~has no independent directors.

~~INCOME~~Committees and ~~TAXES~~Terms

~~Under ASC 740, "Income Taxes,"~~The ~~deferred~~Board ~~tax~~of ~~assets~~Directors ~~and~~has ~~liabilities~~not ~~are~~established ~~recognized~~any ~~for~~committees. ~~the~~The ~~future~~Company ~~tax~~will ~~consequences~~notify ~~attributable~~its toshareholders ~~temporary~~for ~~differences~~an ~~between the~~annual ~~financial~~shareholder ~~statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets~~meeting and ~~liabilities~~that ~~are~~they ~~measured~~may ~~using~~present ~~enacted~~proposals ~~tax~~for ~~rates~~inclusion ~~expected to apply to taxable income~~ in the ~~years~~Company in‘ ~~which~~s ~~those~~proxy ~~temporary differences~~statement ~~are expected~~ to be ~~recovered~~mailed orin ~~settled.~~connection ~~Valuation~~with ~~allowances~~any such ~~are~~annual ~~established~~meeting; ~~when~~such itproposals ismust ~~more~~be ~~likely~~received ~~than~~by ~~not~~the ~~that some~~Company orat ~~all~~least of90 ~~the~~days ~~deferred~~prior ~~tax~~to ~~assets~~the ~~will not be realized~~meeting. AsNo ofother ~~December~~specific ~~31,~~policy has ~~2016 and~~been ~~2015,~~adopted ~~there~~in ~~were~~regard ~~no deferred taxes due~~ to the ~~uncertainty~~inclusion of ~~the~~shareholder ~~realization~~nominations ofto ~~net~~the ~~operating~~Board ~~loss~~of ~~or carry forward prior to expiration~~Directors.

~~LOSS~~Indemnification of ~~PER~~Officers, ~~COMMON~~Directors, ~~SHARE~~Employees and Agents

~~Basic~~The Certificate ~~loss~~of ~~per~~Incorporation ~~common share excludes dilution~~ and isbylaws ~~computed~~of ~~by dividing net loss by~~ the ~~weighted~~Company ~~average~~provide ~~number~~that ~~of common shares outstanding during~~ the ~~period.~~Company ~~Diluted~~shall, ~~loss per~~to ~~common share reflect~~ the ~~potential~~fullest ~~dilution~~extent ~~that~~permitted ~~could~~by ~~occur~~applicable law, ifas ~~securities~~amended orfrom ~~other~~time ~~contracts~~ to ~~issue~~time, ~~common~~indemnify ~~stock~~all ~~were~~directors ~~exercised or~~of ~~converted into common stock or resulted in~~ the ~~issuance~~Company, ofas ~~common~~well ~~stock~~as ~~that~~any ~~then~~officers ~~shared~~or inemployees ~~the loss~~ of the ~~entity. As of December~~Company ~~31,~~to ~~2016~~whom ~~and~~the ~~2015,~~Company ~~there~~has ~~are~~agreed noto ~~outstanding~~grant ~~dilutive securities~~indemnification.

~~FAIR~~Section 145 ~~VALUE~~of OFthe ~~FINANCIAL~~Delaware ~~INSTRUMENTS~~General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (I) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

The ~~Company follows guidance for accounting~~ ~~for~~Delaware ~~fair~~General ~~value~~Corporation ~~measurements~~Law ofprovides ~~financial~~further ~~assets and financial liabilities and for fair value measurements of nonfinancial items~~ that ~~are recognized or disclosed at fair value in~~ the ~~financial~~indemnification ~~statements~~permitted onthereunder ashall ~~recurring~~not ~~basis.~~be ~~Additionally,~~deemed ~~the Company adopted~~exclusive ~~guidance~~of ~~for~~any ~~fair~~other ~~value~~rights ~~measurement related~~ to ~~nonfinancial~~which ~~items~~the ~~that~~directors ~~are recognized~~ and ~~disclosed~~officers atmay ~~fair~~be ~~value~~entitled inunder the ~~financial statements~~corporation’s onby-laws, aany ~~nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques~~agreement, ~~used~~vote toof ~~measure~~shareholders ~~fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets~~ or ~~liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements)~~otherwise. ~~The three levels of the fair value hierarchy are as follows:~~

~~Level~~The effect 1of ~~inputs~~the ~~are~~foregoing ~~quoted~~is ~~prices~~to ~~(unadjusted)~~require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in ~~active~~their ~~markets~~official ~~for~~capacities ~~identical~~if ~~assets~~such orperson ~~liabilities~~acted in good faith and in a manner that he reasonably believed to be in or not opposed to the ~~Company~~best ~~has~~interests of the ~~ability~~corporation, and, with respect to ~~access~~any atcriminal ~~the~~action ~~measurement~~or ~~date~~proceeding, had no reasonable cause to believe his conduct was unlawful.

~~Level~~INSOFAR AS 2INDEMNIFICATION ~~inputs~~FOR ~~are~~LIABILITIES ~~inputs~~ARISING ~~other~~UNDER ~~than~~THE ~~quoted prices~~SECURITIES ~~included~~ACT ~~within~~OF ~~Level~~1933, 1AS ~~that~~AMENDED, ~~are~~MAY ~~observable~~BE ~~for~~PERMITTED ~~the~~TO ~~asset~~DIRECTORS, orOFFICERS OR ~~liability~~PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, ~~either~~IT ~~directly~~IS orTHE ~~indirectly~~OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

~~Level 3 inputs are unobservable inputs~~Legal ~~for the asset or liability.~~Proceedings

In April 2014, Gregory Randolph, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland Federal District Court. The ~~carrying~~lawsuit ~~amounts~~alleged that he and 48 other flaggers of ~~financial~~the ~~assets~~Company were not paid overtime pay which in Maryland ~~such~~is time and ½. The Company asserted that Mr. Randolph’s testimony as ~~cash~~to ~~approximate~~the ~~their~~amount ~~fair~~of ~~values~~hours ~~because~~he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the ~~short~~Company ~~maturity~~has offered $100,000 to settle the case, which the Court subsequently approved after having conducted a fairness hearing. The Company accrued contingent loss of ~~these~~$100,000 ~~instruments~~during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, as stated, the settlement agreement was approved by the Court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the Company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the Court ordered that the plaintiffs’ revised petition for award of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and $86,449 was recorded in Other Liabilities.

~~RECLASSIFICATIONS~~In 2017, the Company appealed the attorney fee award to the United States Court of Appeals for the Fourth Circuit (“4th Circuit”). On October 31, 2017 the 4th Circuit reversed and remanded the attorney fee award back to the trial court as excessive. As of December 31, 2017, the Company had paid approximately $86,000 and based on the remand from the 4th Circuit has reversed the accrual of the remaining prior amounts recorded and believes that its payments made through December 31, 2017 to be sufficient under the instructions provided in the remand back to the trial court by the 4th Circuit.

~~Certain~~Recently, on ~~reclassifications~~June ~~have~~1, ~~been~~2018, ~~made to~~and based on the ~~prior~~4th ~~consolidated~~Circuit’s ~~financial~~remand, ~~statements~~the totrial ~~conform~~court toissued a ruling which reduced the ~~current~~attorney ~~year~~fee ~~presentation~~award by approximately $6,000. The ~~reclassifications~~Company ~~had~~asserts nothat ~~impact~~the trial court’s ruling is erroneous, as the reduction should have been onfar ~~previously~~greater, ~~reported~~and ~~net~~intends ~~loss~~to orappeal ~~accumulated~~again ~~deficit~~to the 4th Circuit before June 30, 2018.

~~RECENT ACCOUNTING PRONOUNCEMENTS~~20

~~In May 2014, the FASB issued ASU No. 2014-09,~~Code Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB has subsequently issued the following amendments to ASU No. 2014-09, which have the same effective date and transition date of ~~January 1, 2018:~~Ethics

~~In August 2015, the FASB issued ASU No.~~Our ~~2015-14,~~Board ~~Revenue from Contracts with Customers (Topic 606): Deferral~~ of ~~the~~Directors ~~Effective~~has ~~Date,~~not ~~which~~adopted ~~delayed~~a ~~the~~code ~~effective date~~ of ~~the~~ ~~new~~ethics. ~~standard~~We ~~from~~anticipate ~~January~~that 1,we ~~2017~~will toadopt ~~January~~a 1,code ~~2018.~~of ~~The~~ethics ~~FASB~~when ~~also~~we ~~agreed~~increase toeither the ~~allow~~number ~~entities~~of toour ~~choose~~Directors toor ~~adopt~~ the ~~standard as~~number of ~~the~~our ~~original effective date~~employees.

20Family Relationships

InThere are ~~March~~no ~~2016,~~family ~~the~~relationships ~~FASB~~between ~~issued~~any ~~ASU No. 2016-08~~director, ~~Revenue~~executive ~~from~~officer, ~~Contracts~~or ~~with~~person ~~Customers~~nominated ~~(Topic~~or ~~606):~~chosen ~~Principal~~by ~~versus~~the ~~Agent~~Company ~~Considerations,~~to ~~which~~become ~~clarifies the implementation~~a ~~guidance~~director onor ~~principal~~executive ~~versus agent considerations~~officer.

~~In April 2016, the FASB issued ASU No.~~ITEM ~~2016-10,~~11. ~~Revenue~~EXECUTIVE from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance.COMPENSATION

~~In May 2016, the FASB issued ASU No. 2016-12,~~Executive Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers.Compensation

InDavid Kwasnik ~~December~~has ~~2016,~~served as the ~~FASB~~only ~~issued~~officer ~~ASU No. 2016-20, Technical Corrections~~ and ~~Improvements~~director ~~to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects~~ of the ~~guidance~~Company. ~~issued in ASU No~~Mr. ~~2014-09~~Kwasnik ~~including~~has ~~guidance~~also ~~related~~served toas the ~~disclosure~~only ofofficer ~~remaining~~and ~~performance~~director ~~obligations~~of ~~and prior-period performance obligations~~PCC, asthe ~~well~~wholly asowned ~~other~~subsidiary. ~~amendments~~Mr. toKwasnik ~~the~~only ~~guidance~~received oncompensation ~~loan~~from ~~guarantee~~PCC ~~fees,~~for ~~contract costs,~~his ~~refund~~services ~~liabilities,~~as ~~advertising~~an ~~costs~~officer ~~and~~or ~~the clarification of certain examples~~director.

Management is in the process of assessing the impact of the above ASUs on the Company's consolidated financial statements.

Name and principle position	Year	Salary
David Kwasnik, President and CEO	2017	$	170,000
	2016	$	132,692

~~On April 30, 2015, the Financial Accounting~~The ~~Standards~~ Board ~~(FASB)~~of ~~issued~~Directors ~~Accounting~~may ~~Standards~~allocate ~~Update~~salaries ~~(ASU)~~and ~~No.~~benefits ~~2015-06~~to ~~Earnings~~the ~~Per~~officers ~~Share~~in ~~(Topic~~its ~~260):~~sole ~~Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions~~discretion. ~~Under~~No ~~Topic~~officer ~~260,~~is ~~Earnings~~subject ~~Per~~to ~~Share,~~a ~~master limited partnerships~~compensation ~~(MLPs)~~plan ~~apply~~or ~~the~~arrangement ~~two-class~~that ~~method~~results tofrom ~~calculate~~his ~~earnings~~or ~~per~~her ~~unit (EPU) because the general partner~~resignation, ~~limited partners~~retirement, ~~and~~or ~~incentive distribution~~any ~~rights~~other ~~holders~~termination ~~each~~of ~~participate~~employment ~~differently~~with in the ~~distribution of available cash. When a general partner transfers~~Company (or ~~"drops~~from ~~down") net assets to~~ a ~~master~~change ~~limited~~in ~~partnership and that transaction is accounted for as a transaction between entities under common~~ control, ~~the statements~~ of ~~operations of~~ the ~~master~~Company ~~limited~~or ~~partnership~~a ~~are~~change ~~adjusted~~in ~~retrospectively to~~his ~~reflect~~or ~~the~~her ~~dropdown~~responsibilities ~~transaction~~following asa ifchange itin ~~occurred on the earliest date during which the entities were under common~~ control. The ~~amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings~~members ~~(losses)~~ of ~~a transferred business before~~ the ~~date~~Board of aDirectors ~~dropdown~~may ~~transaction should be allocated entirely to the general partner interest~~receive, ~~and~~if ~~previously reported EPU of~~ the ~~limited~~Board ~~partners~~so ~~would~~decides, ~~not change as~~ a ~~result~~fixed offee ~~a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before~~ and ~~after~~reimbursement ~~the dropdown transaction occurs also are required. This Accounting Standards Update is the final version~~ of ~~Proposed~~expenses, ~~Accounting~~for ~~Standards~~attendance ~~Update~~at ~~EITF-14A Earnings Per Share Effects~~each onregular ~~Historical~~or ~~Earnings~~special ~~per~~meeting ~~Unit~~ of ~~Master~~the ~~Limited~~Board, ~~Partnership~~although ~~Dropdown~~no ~~Transactions~~such ~~(Topic~~program ~~260), which~~ has been ~~deleted.~~adopted ~~Effective for~~to ~~fiscal years beginning after December 15, 2015, and interim periods within those fiscal years~~date. ~~Earlier application is permitted.~~ The ~~amendments~~Company incurrently ~~this~~has ~~Update~~no ~~should be applied retrospectively for all financial statements presented. The adoption of this ASU~~retirement, ispension, ~~not~~or ~~expected~~profit-sharing toplan ~~have~~covering aits ~~material~~officers ~~impact on the Company’s consolidated financial position~~ and ~~results of operations~~directors.

~~In November 20, 2015, FASB issued ASU-2015-17-~~Narrative ~~Income~~Disclosure ~~Taxes. The Board is issuing this Update as part of its initiative~~ to ~~reduce~~Summary ~~complexity~~Compensation in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of this ASU does not have a material impact on the Company’s consolidated financial position and results of operations.Table

21There are no formal employment agreements between the Company and its executive officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

~~In February 25, 2016, FASB issued ASU-2016-02-Leases.The~~PCC ~~amendments~~has in this Update create Topic 842, Leases, and supersede the leases requirements in Topic 840, Leases. The objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The FASB is issuing this Update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease (as that term is defined in this Update)tax-qualified, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. All leases create an asset and a liability for the lessee in accordance with FASB Concepts Statement No. 6, Elements of Financial Statements, and, therefore, recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a rightdefined-~~of-use~~contribution ~~asset representing its right to use the underlying asset for the lease term. When measuring assets and liabilities arising from a lease, a lessee~~ 401(~~and a lessor~~k) ~~should~~pension ~~include~~plan ~~payments to be~~ made inavailable ~~optional periods only if the lessee is reasonably certain~~ to ~~exercise~~participating anemployees ~~option~~of ~~to extend~~ the ~~lease or not to exercise an option to terminate the lease~~Company. ~~Similarly, optional payments~~Other tothan ~~purchase~~ the ~~underlying~~foregoing, ~~asset~~there ~~should~~are beno ~~included~~other instock ~~the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase~~ option. ~~Reasonably certain is a high threshold that is consistent with and intended to be applied in the same way as the reasonably assured threshold in the previous leases guidance. In addition~~plans, ~~also consistent with the previous leases guidance~~retirement, ~~a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities~~pension, ~~other than those that depend on an index~~ or aprofit ~~rate~~sharing orplans ~~are~~for inthe ~~substance~~benefit ~~fixed payments. For leases with a term~~ of ~~12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize~~our ~~lease~~officers ~~assets~~ and ~~lease~~directors ~~liabilities.~~other Ifthan aas ~~lessee~~described ~~makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term~~herein. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still in progress of evaluating future impact of adopting this standard.

On August 26, 2016, the FASB issued Accounting Standard Update 2016-15, Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force. The Update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The amendments in this Update provide guidance on the following eight specific cash flow issues: Issue 1 Debt prepayment or debt extinguishment costs. Issue 2 - Settlement of zero-coupon debt instruments. . Issue 3 - Contingent consideration payments made after a business combination. Issue 4 - Proceeds from the settlement of insurance claims. Issue 5 - Proceeds from the settlement of corporate-owned life insurance (COLI) policies, including bank-owned life insurance (BOLI) policies. Issue 6 - Distributions received from equity method investments. 7 - Beneficial interests in securitization transactions. . Issue 8 - Separately identifiable cash flows and application of the predominance principle. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is still in progress of evaluating future impact of adopting this standard.21

~~All other newly issued accounting pronouncements,~~Outstanding ~~but~~Equity ~~not~~Awards ~~yet~~at ~~effective,~~Fiscal ~~have been deemed either immaterial or not applicable.~~Year-End

~~Off-Balance~~There are ~~Sheet~~no ~~Arrangements~~current outstanding equity awards to our executive officers as of December 31, 2017.

~~We do not have any off-balance sheet arrangements,~~Employment ~~financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”~~Agreements

~~ITEM~~The Company ~~7A.~~shall ~~QUANTITATIVE~~enter ~~AND~~into ~~QUALITATIVE~~and ~~DISCLOSURES~~maintain ~~ABOUT~~customary ~~MARKET~~employment ~~RISK~~agreements with each of its officers and employees.

~~As a “smaller reporting company”,~~Code weof ~~have elected not to provide the disclosure required by this item.~~Ethics

~~ITEM~~Our Board 8of Directors has not adopted a code of ethics. ~~FINANCIAL~~We ~~STATEMENTS~~anticipate ~~AND~~that ~~SUPPLEMENTARY~~we ~~DATA~~will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.

~~The required financial statements are~~Section ~~included~~16(a) ~~following~~Beneficial ~~the~~Ownership ~~signature~~Reporting ~~page of this Annual Report on Form 10-K.~~Compliance

~~ITEM~~Section 16(a) 9of the Exchange Act may require our executive officers and Directors, and persons who own more than ten percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading. ~~CHANGES~~Executive INofficers, ~~AND~~Directors ~~DISAGREEMENTS~~and ~~WITH~~more ~~ACCOUNTANTS~~than ONten ~~ACCOUNTING~~percent ~~AND~~(10%) ~~FINANCIAL~~stockholders ~~DISCLOSURE~~are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal years ended December 31, 2016, we believe that our executive officers, Directors and ten percent (10%) stockholders complied with all reporting requirements applicable to them.

~~On September 14, 2016,~~ITEM ~~the accounting firm, Anton & Chia, LLP, (Anton & Chia), Newport Beach, California, determined not to continue with the Company~~12. ~~The~~SECURITY ~~firm~~OWNERSHIP ofOF ~~Anton~~CERTAIN &BENEFICIAL ~~Chia~~OWNERS ~~had~~AND noMANAGEMENT ~~disagreement~~AND ~~with~~RELATED ~~the~~STOCKHOLDER ~~Company~~MATTERS. ~~Anton & Chia had not performed any services for the Company since June 30, 2015 prior to its change in control and change of name from White Grotto Acquisition Corporation.~~

22The following table sets forth information with respect to ownership of issued and outstanding stock of the Company as of the date hereof by each executive officer and director of the Company and any person or group known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities:

~~On October 16, 2015~~COMMON (the "Engagement Date"), the Company engaged KCCW Accountancy Corp., PCAOB registered, Certified Public Accountants as its independent registered public accounting firm. The decision to engage KCCW as the Company's independent registered public accounting firm was approved by the Company's Board of Directors.STOCK

ITEM 9A. CONTROLS AND PROCEDURES.

	Common Shares		Percentage
	Owned		Of Class(1)

David L. Kwasnik (2)(3) President and CEO		20,200,000		83.0	%
David L. Kwasnik (2)(3) President and CEO
Laura Kwasnik (3) >5 Shareholder		2,000,000		8.2	%

~~Evaluation~~(1) ofBased ~~Disclosure~~on ~~Controls~~24,330,000 ~~and Procedures~~common stock shares outstanding.

~~Our management, with the participation of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures~~ (~~as defined in Rule 15d-15(e~~2) ofConsists ~~the Securities Exchange Act~~ of ~~1934~~20, ~~as amended~~000,000 ~~the~~shares ~~Exchange~~initially ~~Act)~~owned asin of the ~~end~~Company ~~of the period covered by this report. Based on that evaluation, our Chief Executive Officer~~ and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls and procedures required by Rule 15d-15(b) of the Exchange Act) were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded200,000 ~~processed,~~shares ~~summarized~~received ~~and reported within the time periods specified~~ in ~~the~~exchange ~~Commission’s~~for ~~rules and forms, and (ii) is accumulated and communicated to~~ the ~~Company’s management~~10,000 ~~including~~shares ~~its~~of ~~principal~~PCC ~~executive~~owned ~~and~~by ~~principal~~him ~~financial~~pursuant ~~officers, or persons performing similar functions, as appropriate~~ to ~~allow timely decisions regarding required disclosure. As of~~ the ~~end of the period covered by the Report, we did not have a formal audit committee and there was a lack of segregation of duties~~Acquisition.

We(3) ~~believe~~Shareholder’s ~~that~~address ais ~~control~~3429 ~~system,~~Ramsgate ~~no matter how well designed and operated~~Terrace, ~~cannot provide absolute assurance that the objectives of the control system are met~~Alexandria, ~~and~~Virginia ~~no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected~~22309.

~~Management’s Annual Report on~~SERIES ~~Internal~~A ~~Control~~PREFERRED ~~over Financial Reporting~~STOCK

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

	Series A Preferred Shares		Percentage
	Owned		Of Class(1)

David L. Kwasnik (2)(3)		1,000		100	%
President and CEO

Management assessed our internal control over financial reporting as of December 31, 2016, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~the COSO 2013 Criteria~~1). ~~Management’s~~Based ~~assessment~~on ~~included evaluation of such elements as the design and operating effectiveness of key financial reporting controls~~1,000 ~~process~~Series ~~documentation,~~A ~~accounting~~Preferred ~~policies,~~Stock ~~and~~shares ~~our overall control environment~~outstanding.

~~Based~~(2) onConsists ~~our~~of ~~assessment~~1,000 ~~management~~shares ~~has concluded~~of ~~that~~Series ~~our~~A ~~internal~~Preferred ~~control~~Stock, ~~over~~purchased ~~financial~~at ~~reporting~~par ~~was~~value, which, voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not ~~effective~~adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the ~~end~~Series A Preferred Stock, or effect any reclassification of the ~~fiscal~~Series ~~year~~A Preferred Stock, towithout ~~provide~~the ~~reasonable assurance~~affirmative ~~regarding~~vote of at least 60% of the ~~reliability~~outstanding shares of ~~financial~~Series ~~reporting~~A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the ~~preparation~~holders of ~~financial~~shares ~~statements~~of ~~for~~Series ~~external~~A ~~reporting purposes~~Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in ~~accordance~~the ~~with~~aggregate, ~~generally~~adversely ~~accepted~~affect ~~accounting~~the ~~principles~~rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.22

~~Inherent~~(3) ~~limitations~~Mr. onKwasnik’s ~~effectiveness of~~address ~~controls~~is 3429 Ramsgate Terrace, Alexandria, Virginia 22309.

~~Internal control over financial reporting~~ITEM has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors13. ~~Internal~~ ~~control~~CERTAIN ~~over~~RELATIONSHIPS ~~financial~~AND ~~reporting~~RELATED is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitationsTRANSACTIONS, ~~internal~~DIRECTOR control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this riskINDEPENDENCE. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

23Certain Relationships and Related Transactions

~~Changes~~James Cassidy, a partner in ~~Internal~~the ~~Control~~law ~~Over~~firm ~~Financial~~which acts as counsel to the Company and a promoter of the Company, is the sole owner and director ~~Reporting~~of Tiber Creek Corporation which owns 250,000 shares of the Company’s common stock. Tiber Creek and its affiliate, MB Americus LLC, a California limited liability company, each currently hold 250,000 shares in the Company.

~~There~~James Cassidy ~~was~~and noJames ~~change~~McKillop, inwho ~~our~~is ~~internal~~the ~~control~~sole officer and owner of MB Americus, LLC, were both formerly officers and directors of ~~over~~the ~~financial~~Company ~~reporting~~and ~~(as~~are ~~defined~~deemed into ~~Rule~~be ~~15d-15(f)~~promoters of the ~~Exchange~~Company. ~~Act)~~As ~~that~~the ~~occurred~~organizers ~~during~~and ~~the~~developers ~~quarter~~of ~~ended~~White ~~December~~Grotto 31Acquisition Corporation, ~~2016,~~Mr. ~~that~~Cassidy ~~materially~~and ~~affected,~~Mr. orMcKillop iswere ~~reasonably~~involved ~~likely~~with the Company prior to ~~materially~~the ~~affect~~Acquisition. In particular, ~~our~~Mr. ~~internal~~Cassidy ~~control~~provided ~~over~~services to ~~financial~~the ~~reporting~~Company without charge, including preparation and filing of the charter corporate documents and preparation of the instant registration statement.

~~ITEM~~The Company 9B(as White Grotto Acquisition Corporation) issued and aggregate of 20,000,000 common shares on formation in January 2015 pro rata (10,000,000 each) to James Cassidy and James McKillop, at a purchase price equal $0.0001 ~~OTHER~~per ~~INFORMATION~~share, of which all but an aggregate of 500,000 shares were redeemed at a redemption price equal to $0.0001 per share.

~~None~~On September 16, 2015, the Company issued 20,000,000 shares of its common stock to David Kwasnik, at a purchase price equal to $0.0001 per share as part of a change in control. Consideration for these shares were paid through the forgiveness of $2,000 worth of debt owed to Mr. Kwasnik by the Company.

~~PART~~On November ~~III~~15, 2016, PowerComm Holdings Inc., a Delaware corporation (the “Company”), entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia. David Kwasnik, the Company’s sole officer and director, is also the sole officer and director of PowerComm Construction, Inc.

~~ITEM~~On November 109, 2016 and December 8, 2016, Mr. ~~DIRECTORS~~Kwasnik advanced cash amounts of $18,000 ~~EXECUTIVE~~and ~~OFFICERS~~$50,000, ~~AND~~respectively, ~~CORPORATE~~to ~~GOVERNANCE~~the Company for operating capital. The total advance of $68,000 was unsecured, due on demand and bears no rate of interest. As of December 31, 2017 and 2016, the balances due to related party amounted to $43,288 and $53,133, respectively.

~~Officers~~On April 12, 2017, the Company issued 110,000 shares of its common stock, at $.001 per share, to certain family members of David Kwasnik, an officer and ~~Directors~~director of the Company, in connection with a private placement offering, which includes the issuance of (1) 10,000 shares to Robert Bechta, who is the father-in-law of David Kwasnik, Sr., an officer and director of the Company; (2) 10,000 shares to Aleecia Bechta-Kwasnik, who is the daughter of David Kwasnik, Sr., an officer and director of the Company; (3) 10,000 shares to Deborah Leuthner, who is the sister-in-law of David Kwasnik, Sr., an officer and director of the Company; (4) 10,000 shares to Jordan Castillo, who is the son-in-law of David Kwasnik, Sr., an officer and director of the Company; (5) 10,000 shares to Lynda Walters, who is the sister-in-law of David Kwasnik, Sr., an officer and director of the Company; (6) 10,000 shares to Chad Walters, who is the nephew of David Kwasnik, Sr., an officer and director of the Company; (7) 10,000 shares to Amanda Quinlan, who is the daughter of David Kwasnik, Sr., an officer and director of the Company; (8) 10,000 shares to Jessica Bonilla, who is the niece of David Kwasnik, Sr., an officer and director of the Company; (9) 10,000 shares to Maria A. Bonilla, who is the sister-in-law of David Kwasnik, Sr., an officer and director of the Company; (10) 10,000 shares to Gerardo L. Perez, who is the uncle of David Kwasnik, Sr., an officer and director of the Company; and (11) 10,000 shares to Bruce Foote Jr., who is the nephew of David Kwasnik, Sr., an officer and director of the Company.

On April 12, 2017, the Company issued 2,120,000 shares of its common stock, at a cost basis of $0.136 per share, to 7 employees of the Company in exchange for services rendered, which includes the issuance of (1) 10,000 shares to David L. Kwasnik ~~serves as~~Jr., who is the ~~sole~~son of David Kwasnik, an officer and director of the Company.; ~~Mr.~~and ~~Kwasnik~~(2) ~~also~~2,000,000 ~~serves~~shares asto Laura Kwasnik, who is the ~~sole~~wife of David Kwasnik, an officer and director of ~~PCC~~the Company.

~~David~~On April ~~Kwasnik~~12, ~~Sr.,~~ ~~age 50~~2017, ~~serves~~the asCompany ~~the~~issued ~~President~~10,000 ~~Secretary,~~shares ~~Treasurer and sole officer and director~~ of ~~the~~its ~~Company~~common stock, ~~positions~~ at ~~the~~ ~~Company~~a ~~that~~cost hebasis ~~has~~of ~~held since September 2015~~$0.136 ~~Since~~per ~~1995~~share, ~~Mr.~~to Alan Kwasnik, ~~has~~who is ~~served~~an asindependent ~~the~~contractor ~~president~~unaffiliated ~~and~~with ~~chief~~the ~~executive officer of PowerComm Construction~~Company, ain ~~privately-held~~exchange ~~company.~~for Heservices ~~has~~rendered ~~managed~~to ~~and~~the ~~directed~~Company. ~~all~~Alan ~~aspects~~Kwasnik ~~and technological operations, procurement~~is ~~and~~the ~~project~~brother ~~management~~of ~~activities~~David ~~for the company's telecommunications~~Kwasnik, ~~power~~an ~~transmission~~officer and ~~distribution~~director ~~construction~~of ~~projects~~the Company.

~~Director Independence~~23

~~Pursuant to Rule 4200~~On ofApril ~~The~~12, ~~NASDAQ~~2017, ~~Stock~~the ~~Market~~Company ~~one~~issued of10,000 ~~the~~shares ~~definitions~~ of anits ~~independent~~common ~~director~~stock, isat a ~~person~~cost ~~other~~basis ~~than~~of an$0.136 ~~executive~~per ~~officer~~share, orto ~~employee~~Vilma Bonilla-Foote, ofwho ais ~~company.~~an ~~The~~independent ~~Registrant's~~contractor ~~board~~unaffiliated ofwith ~~directors has reviewed~~ the ~~materiality~~Company, ofin ~~any~~exchange ~~relationship~~for ~~that~~services ~~each~~rendered ofto the ~~directors has~~Company. ~~with~~Vilma Bonilla-Foote is the ~~Registrant,~~sister ~~either~~of ~~directly~~David orKwasnik, ~~indirectly.~~an ~~Based~~officer onand ~~this~~director ~~review,~~of the ~~board currently has no independent directors~~Company.

~~Committees~~On June 7, 2017, the Company issued 1,000 shares of its Series A Preferred Stock to David Kwasnik, the Company’s sole officer and ~~Terms~~director, for services provided. The Company valued the Series A Preferred shares issued at $1,800. The Company recorded compensation expense of $1,800.

~~The Board of Directors~~On ~~has~~August ~~not~~1, ~~established~~2017, ~~any committees.~~ The Company ~~will~~entered ~~notify~~into ~~its~~a ~~shareholders~~lease ~~for~~agreement ~~an annual shareholder meeting and that they may present proposals~~ for ~~inclusion~~a inportion of the ~~Company~~premises ’located sat ~~proxy~~3429 ~~statement~~Ramsgate toTerrace, beAlexandria, Virginia ~~mailed~~22309 ~~in connection~~ with ~~any~~David ~~such~~Kwasnik, ~~annual~~Sr., ~~meeting; such~~an ~~proposals~~officer ~~must~~and bedirector ~~received~~of by the Company ~~at least 90 days prior to the meeting~~. NoThe ~~other~~Company ~~specific~~pays ~~policy~~$3,600 ~~has~~per ~~been~~month ~~adopted in~~and ~~regard to~~ the ~~inclusion~~term is ~~of shareholder nominations~~ month-to ~~the Board of Directors~~-month.

~~Indemnification of Officers, Directors,~~Director ~~Employees and Agents~~Independence

~~The~~Our securities ~~Certificate~~are ~~of Incorporation~~not ~~and~~listed ~~bylaws~~on ofa ~~the~~national ~~Company~~securities ~~provide~~exchange or in an inter-dealer quotation system which has requirements that directors ~~the~~be ~~Company~~independent. ~~shall~~Therefore, towe have adopted the ~~fullest~~independence ~~extent~~standards ~~permitted~~of bythe ~~applicable~~American ~~law~~Stock Exchange, now known as the ~~amended~~NYSE ~~from~~MKT ~~time~~LLC, to ~~time,~~determine ~~indemnify~~the ~~all~~independence of our directors and those directors serving on our committees. These standards provide that a person will be considered an independent director if he or she is not an officer of the ~~Company~~company and is, asin ~~well~~the asview ~~any~~of the ~~officers~~company’s orboard ~~employees~~of directors, free of any relationship that would interfere with the ~~Company~~exercise toof ~~whom~~independent judgment. ~~the~~Our ~~Company~~board of directors has ~~agreed~~determined tothat ~~grant~~as ~~indemnification~~of the date of this Report, we had no independent directors.

~~Section 145 of the~~ITEM ~~Delaware~~14. ~~General~~PRINCIPAL ~~Corporation~~ACCOUNTING ~~Law~~FEES ~~empowers~~AND a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (I) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefitSERVICES.

~~The Delaware General~~Audit Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise.Fees

24The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $20,300 for fiscal year ended December 31, 2016, and $83,594 for fiscal year ended December 31, 2017.

~~The effect of the~~Audit-Related foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.Fees

~~INSOFAR~~The aggregate ASfees ~~INDEMNIFICATION~~billed ~~FOR~~in ~~LIABILITIES ARISING~~each ~~UNDER~~of ~~THE~~the ~~SECURITIES~~last ~~ACT~~two OFfiscal ~~1933,~~years ASfor ~~AMENDED,~~assurance ~~MAY~~and BErelated ~~PERMITTED~~services TOby ~~DIRECTORS,~~the ~~OFFICERS~~principal ORaccountant ~~PERSONS~~that are ~~CONTROLLING~~reasonably ~~THE~~related ~~COMPANY PURSUANT~~to TOthe ~~THE~~performance ~~FOREGOING~~of ~~PROVISIONS,~~the ITaudit ISor ~~THE~~review ~~OPINION~~of OFour ~~THE~~financial ~~SECURITIES~~statements ~~AND~~that ~~EXCHANGE~~are ~~COMMISSION~~not ~~THAT~~reported ~~SUCH~~above ~~INDEMNIFICATION IS~~were ~~AGAINST~~$22,600 ~~PUBLIC~~and ~~POLICY~~$20,940 ASfor ~~EXPRESSED~~fiscal INyears ~~THE~~ended ~~ACT~~December ~~AND~~31, IS2016 ~~THEREFORE~~and ~~UNENFORCEABLE~~2017, respectively.

~~Legal Proceedings~~Tax Fees

~~In April 2014,~~The ~~Gregory~~aggregate ~~Randolf,~~fees abilled ~~former employee of the Company filed a Class Action Labor Lawsuit against the Company~~ in ~~the~~each ~~Maryland District Court. The lawsuit alleges that he and 48 other flaggers~~ of the ~~Company~~last ~~were~~two ~~not~~fiscal ~~paid~~years ~~overtime pay which in Maryland is time and ½. The Company believes that Mr. Randolf’s testimony as to the amount of hours he worked was completely false and that he was correctly paid~~ for ~~the~~professional ~~hours~~services herendered ~~worked~~by ~~per his time slips. As of December 2015,~~ the ~~Company~~principal ~~has~~accountant offered $100,000 to settle the case and is now waiting to hear if the Judge will accept the terms of the settlement. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, the settlement agreement was approved by court and judgment for ~~plaintiffs was entered in~~ ~~the~~tax ~~amount of $100~~compliance,~~000.~~ Ontax ~~April 29~~advice, ~~2016, the company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the court ordered that the plaintiff’s revised petition for award of attorneys’ fees~~ and ~~costs~~tax ~~was~~planning ~~granted, and~~were ~~that~~nil ~~the Company is responsible~~ for ~~payment~~fiscal ofyears ~~$188,616,~~ended ~~payable in twenty-four (24) installments starting~~ December ~~2, 2016. As of December~~ 31, 2016, ~~the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expensse~~ and ~~$86,449was recorded in Other Liabilities~~2017.

~~In May, 2015, the~~All ~~Company~~Other filed a complaint against Riverport Insurance Services (“Riverport”) in Circuit Court for Montgomery County, Maryland, for failing to defend a workers’ compensation claim previously filed against the Company. The Company is seeking a declaration from the Court that Riverport owned the Company a duty to defend the subject workers’ compensation claim. The Company seeks recovery of attorneys’ fees and costs incurred in defending against the claim, and attorneys’ fees and costs incurred in litigating the complaint. Trial for this litigation was scheduled for June 2, 2016. On September 14, 2016, a judgment of the litigation against Riverport was entered in favor of the Company in the amount of approximately $45,000. No contingent gain was recorded by the Company as of December 31, 2016.Fees

~~Code~~The aggregate fees billed in each of ~~Ethics~~the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were nil for fiscal years ended December 31, 2016 and 2017.

~~Our Board of Directors~~Audit ~~has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.~~Committee

~~Family~~As of ~~Relationships~~the date of this Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

~~There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.~~24

~~ITEM 11. EXECUTIVE COMPENSATION~~PART IV

~~Executive~~ITEM 15. ~~Compensation~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~David~~(a) ~~Kwasnik~~Financial ~~has served~~Statements as the only officer and director of the Company. Mr. Kwasnik has also served as the only officer and director of PCC, the wholly owned subsidiary. Mr. Kwasnik only received compensation from PCC for his services as an officer or director.Index

Name and principle position	Year	Salary
David Kwasnik, President and CEO	2016	$	132,692
	2015	$	100,000

The following financial statements are filed with this report:

~~The Board of Directors~~Report may allocate salaries and benefits to the officers in its sole discretion. No officer is subject to a compensation plan or arrangement that results from his or her resignation, retirement, or any other termination of ~~employment~~Independent ~~with~~Registered ~~the~~Public ~~Company~~Accounting or from a change in control of the Company or a change in his or her responsibilities following a change in control. The members of the Board of Directors may receive, if the Board so decides, a fixed fee and reimbursement of expenses, for attendance at each regular or special meeting of the Board, although no such program has been adopted to date. The Company currently has no retirement, pension, or profit-sharing plan covering its officers and directors.Firm

25Consolidated Balance Sheets at December 31, 2017 and 2016

~~Narrative~~Consolidated Statements ~~Disclosure~~of toOperations ~~Summary~~for ~~Compensation Table~~the years ended December 31, 2017 and December 31, 2016

~~There~~Consolidated Statements ~~are~~of noCash ~~formal employment~~Flows ~~agreements~~for ~~between~~ the ~~Company~~years ~~and~~ended ~~its~~December ~~executive~~31, ~~officers.~~2017 ~~The~~and ~~compensation~~December ~~discussed herein addresses all compensation awarded to~~31, ~~earned by, or paid to our named executive officers.~~2016

~~PCC has a tax-qualified,~~Consolidated ~~defined-contribution~~Statements ~~401(k) pension plan made available to participating employees~~ of ~~the~~Changes ~~Company.~~in ~~Other~~Stockholders’ ~~than~~Equity ~~the~~(Deficit) ~~foregoing, there are no other stock option plans, retirement, pension, or profit sharing plans~~ for the ~~benefit~~years ofended ~~our~~December ~~officers~~31, 2017 and ~~directors other than as described herein.~~2016

~~Outstanding~~Notes to ~~Equity~~Consolidated ~~Awards~~Financial ~~at Fiscal Year-End~~Statements

~~There are no current outstanding equity awards to our executive officers as of December 31, 2016.~~EXHIBITS

Employment Agreements

Exhibit No.		Description

2.1		Agreement and Plan of Reorganization between PowerComm Holdings, Inc. and PowerComm Construction, Inc. (filed as exhibit to the Form 8-K filed November 23, 2016)
3.1		Certificate of Incorporation (filed as exhibit to the Form 10-12G filed March 3, 2015)
3.2		By-laws (filed as exhibit to the Form 10-12G filed March 3, 2015)
3.3		Sample stock certificate (filed as exhibit to the Form 10-12G filed March 3, 2015)
3.4		Series A Certificate of Designation of PowerComm Holdings Inc. filed with the Secretary of State of Delaware on June 6, 2017 (filed on Form 8-K on June 8, 2017 (File No.: 000-55391) as Exhibit 3.1)
10.1		Master Agreement for Services between Southern Company Services, Inc. and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
10.2		Master Services Agreement between RCN Telecom Services LLC and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
10.3		Construction Contract between PHI Service Company and PowerComm Construction Inc. (filed as an exhibit to the Form 8-K/A filed October 5, 2017)
10.4		District of Columbia Commercial Lease Agreement between Meltz Communications LLC and PowerComm Construction, Inc. (filed as an exhibit to the Form S-1/A filed November 13, 2017)
10.5		Lease Agreement between Roger Alson and PowerComm Construction, Inc. (filed as an exhibit to the Form S-1/A filed November 13, 2017)
21.1		List of Subsidiaries (filed as an exhibit to the Form S-1/A filed November 13, 2017)
31.1*		Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer
32.1*		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer

~~The Company shall~~* ~~enter~~Filed ~~into and maintain customary employment agreements with each of its officers and employees.~~herewith

~~Code of Ethics~~25

~~Our Board of Directors has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.~~SIGNATURES

Pursuant to the requirements of Section 1613 or 15(ad) ~~Beneficial~~of ~~Ownership~~the Securities Exchange Act of 1934, the registrant has duly caused this report ~~Reporting~~to ~~Compliance~~be signed on its behalf by the undersigned, thereunto duly authorized, on June 6, 2018.

~~Section~~POWERCOMM ~~16(a) of the Exchange Act may require our executive officers and Directors~~HOLDINGS, ~~and~~INC. ~~persons~~By: ~~who~~/s/ ~~own~~David ~~more~~Kwasnik ~~than~~Title: ~~ten~~Chief ~~percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading.~~ Executive ~~officers,~~Officer ~~Directors~~ and more than ten percent (10%) stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal years ended December 31, 2016, we believe that our executive officers, Directors and ten percent (10%) stockholders complied with all reporting requirements applicable to them.Treasurer

~~ITEM~~Pursuant to ~~12.~~the ~~SECURITY~~requirements ~~OWNERSHIP~~of OFthe ~~CERTAIN~~Securities ~~BENEFICIAL~~Exchange ~~OWNERS~~Act ~~AND~~of ~~MANAGEMENT~~1934, ~~AND~~the ~~RELATED~~registrant ~~STOCKHOLDER~~has ~~MATTERS~~duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 6, 2018.

~~The~~By: ~~following~~/s/ ~~table~~David ~~sets~~Kwasnik ~~forth~~Title: ~~information as~~Chief ofExecutive ~~the~~Officer ~~date~~(Principal ofExecutive ~~this~~Officer) ~~prospectus~~By: ~~regarding the beneficial ownership of the Company’~~/s/ ~~common~~David ~~stock~~Kwasnik byTitle: ~~each~~Treasurer of(Principal ~~its~~Financial ~~executive officers~~Officer) ~~and~~By: ~~directors,~~/s/ ~~individually~~David ~~and~~Kwasnik asTitle: aTreasurer ~~group~~(Principal ~~and~~Accounting ~~by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.~~Officer)

~~Security~~Pursuant to ~~Ownership~~the requirements of ~~Officers~~the Securities Act of 1933, this registration statement has been signed below by the following persons, ~~Directors~~constituting all of the members of the board of directors, in the capacities and ~~Certain~~on ~~Beneficial~~the ~~Holders~~dates indicated.

The following table sets forth information with respect to ownership of issued and outstanding stock of the Company as of the date hereof by each executive officer and director of the Company and any person or group known by the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities:

Signature	Capacity	Date

/s/ David Kwasnik	Director	June 6, 2018
David Kwasnik

	Shares		Percentage
	Owned		Of Class(1)
David L. Kwasnik (2)(3)		20,200,000		86.5	%
President and CEO

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT

TO SECTION 15(1d) ~~Based~~OF onTHE ~~23,330,000~~ACT ~~shares~~BY ~~outstanding.~~REGISTRANTS WHICH HAVE NOT REGISTERED

~~(2)~~SECURITIES PURSUANT ~~Consists~~TO ofSECTION ~~20,000,000~~12 ~~shares~~OF ~~initially~~THE ~~owned in the Company and 200,000 shares received in exchange for the 10,000 shares of PCC owned by him pursuant to the Acquisition.~~ACT

~~(3)~~We will ~~Mr.~~furnish ~~Kwasnik’s~~to ~~address~~the isSecurities ~~3429~~and ~~Ramsgate~~Exchange ~~Terrace~~Commission, ~~Alexandria~~at the same time that it is sent to stockholders, ~~Virginia~~any ~~22309~~proxy or information statement that we send to our stockholders in connection with any annual stockholders’ meeting.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.~~FINANCIAL STATEMENTS

Certain Relationships and Related Transactions

Report of Independent Registered Public Accounting Firm	F-1

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets as of December 31, 2017 and 2016	F-3

Consolidated Statements of Operations for the years ended December 31, 2017 and 2016	F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2017 and 2016	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016	F-6

Notes to Consolidated Financial Statements	F-7

~~James Cassidy, a partner~~REPORT inOF ~~the~~INDEPENDENT ~~law~~REGISTERED ~~firm~~PUBLIC ~~which~~ACCOUNTING acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000 shares of the Company’s common stock. Tiber Creek has received consulting fees of $75,000 to date from the Company and also holds shares in the Company. Tiber Creek and its affiliate, MB Americus LLC, a California limited liability company, each currently hold 250,000 shares in the Company.FIRM

~~James Cassidy and~~To ~~James McKillop, who is~~ the ~~sole~~Shareholders ~~officer~~ and ~~owner of MB Americus, LLC, were both formerly officers and directors of~~ the ~~Company. As~~Board ~~the organizers and developers~~ of Camping Ridge, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Acquisition. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and preparation of the instant registration statement.Directors

~~On September 15, 2015~~of ~~the~~PowerComm ~~Company issued 20~~Holdings,~~000,000~~ ~~shares of common stock to Mr~~Inc. ~~Kwasnik at a purchase price of par value per share.~~

~~On November 15, 2016,~~Opinion ~~PowerComm~~on ~~Holdings Inc., a Delaware corporation (~~the ~~“Company”),~~Financial entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia. David Kwasnik, the Company’s sole officer and director, is also the sole officer and director of PowerComm Construction, Inc.Statements

OnWe have ~~November~~audited 9,the ~~2016 and~~accompanying ~~December~~consolidated 8,balance ~~2016~~sheet of PowerComm Holdings, MrInc. ~~Kwasnik~~and ~~advanced~~subsidiary (the “Company”) as ~~for~~of ~~operating~~December ~~capital~~31, ~~with~~2017, ~~amounts~~the related consolidated statements of ~~$18~~operations,~~000~~ stockholders’ equity and ~~$50,000,~~cash ~~respectively.~~flows for the ~~The~~year ~~total~~ended ~~amount~~December of31, ~~$68~~2017,~~000~~ ofand ~~due~~the related notes (collectively referred to ~~related~~as ~~party~~the ~~was~~“financial ~~unsecured~~statements”). In our opinion, ~~had~~the nofinancial ~~written~~statements ~~agreement~~present fairly, ~~due~~in onall ~~demand~~material ~~with~~respects, nothe ~~maturity~~financial ~~date, and~~position ~~bearing~~of nothe ~~interest.~~Company Asas of December 31, ~~2016~~2017, and ~~2015,~~the ~~due~~results toof ~~related~~its ~~party~~operations ~~amounted~~and toits ~~$53,133~~cash ~~and~~flows ~~$0,~~for ~~respectively~~the years then ended in conformity with accounting principles generally accepted in the United States of America.

~~On April 12, 2017,~~Basis ~~the Company issued 2,470,000 shares of its common stock, at par value of $0.0001 per share, to certain employees and consultants in exchange~~ for ~~services rendered.~~Opinion

~~Director~~These financial ~~Independence~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Our securities are not listed on a national~~We ~~securities~~conducted ~~exchange~~our oraudits in anaccordance ~~inter-dealer~~with ~~quotation~~the ~~system~~standards ~~which~~of ~~has~~the ~~requirements~~PCAOB. ~~that~~Those ~~directors~~standards berequire ~~independent.~~that ~~Therefore,~~ we ~~have~~ ~~adopted~~plan ~~the~~and ~~independence~~perform ~~standards of~~ the ~~American~~audit to ~~Stock~~obtain ~~Exchange,~~reasonable ~~now~~assurance ~~known~~about aswhether the ~~NYSE~~financial ~~MKT~~statements ~~LLC,~~are tofree ~~determine~~of ~~the~~material ~~independence of~~misstatement, ~~our~~whether ~~directors~~due ~~and~~to ~~those~~error or ~~directors~~fraud. ~~serving~~The onCompany ~~our~~is ~~committees.~~not ~~These~~required ~~standards~~to ~~provide~~have, ~~that~~nor awere ~~person~~we ~~will~~engaged beto ~~considered~~perform, an ~~independent director~~audit ifof heits orinternal ~~she~~control isover ~~not~~financial reporting. anAs ~~officer~~part of ~~the~~our ~~company~~audits ~~and~~we ~~is,~~are inrequired ~~the~~to ~~view~~obtain ofan ~~the~~understanding ~~company’s board~~ of ~~directors,~~internal ~~free~~control ~~of any~~over ~~relationship~~financial ~~that~~reporting ~~would~~but ~~interfere~~not for ~~with~~ the ~~exercise~~purpose of ~~independent~~expressing ~~judgment.~~an ~~Our~~opinion ~~board~~on ofthe ~~directors~~effectiveness ~~has determined that as~~ of the ~~date~~Company’s ofinternal ~~this~~control ~~Report~~over financial reporting. Accordingly, we ~~had~~express 5no ~~independent~~such ~~directors~~opinion.

~~ITEM~~Our audit 14included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. ~~PRINCIPAL~~Such ~~ACCOUNTING~~procedures ~~FEES~~included ~~AND~~examining, ~~SERVICES~~on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Audit~~/s/ LJ ~~Fees~~Soldinger Associates, LLC

~~The aggregate fees billed for each of~~Deer the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $33Park,~~300~~ ~~for fiscal year ended December 31, 2016, and $33,300 for fiscal year ended December 31, 2015.~~IL

~~Audit-Related~~June 6, ~~Fees~~2018

~~The aggregate fees billed in each of the~~We ~~last~~have ~~two~~served ~~fiscal~~as ~~years for assurance and related services by~~ the ~~principal~~Company’s ~~accountant~~auditor ~~that~~since ~~are reasonably related to the performance of the audit or review of our financial statements that are not reported above were $0 for fiscal years ended December 31, 2016 and 2015~~2017.

27F-1

~~Tax~~REPORT OF ~~Fees~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To the ~~aggregate~~Board ~~fees~~of ~~billed~~Directors inand ~~each~~Stockholders of ~~the last~~Powercomm ~~two~~Holdings, ~~fiscal~~Inc ~~years~~and ~~for~~Subsidiary,

~~professional~~We have ~~services~~audited ~~rendered~~the byaccompanying consolidated balance sheets of PowerComm Holdings Inc. and Subsidiary (the “Company”) ~~principal~~as ~~accountant~~of ~~for~~December ~~tax compliance~~31, ~~tax~~2016 ~~advice~~and 2015, and ~~tax~~the ~~planning~~related ~~were~~consolidated $0statements of operations, changes in stockholders’ equity (deficit), and cash flows for ~~fiscal~~the years then ended. ~~December~~The ~~31,~~Company’s ~~2016~~management ~~and~~is ~~2015~~responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~All~~We conducted ~~Other~~our ~~Fees~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In our ~~aggregate~~opinion, ~~fees~~the ~~billed~~consolidated infinancial ~~each~~statements ofreferred ~~the last~~to ~~two~~above ~~fiscal~~present ~~years~~fairly, ~~for~~in ~~products~~all ~~and~~material ~~services~~respects, ~~provided~~the byconsolidated financial position of the ~~principal~~Company ~~accountant~~as of December 31, ~~other~~2016 ~~than~~and 2015, and the ~~services~~consolidated ~~reported~~results ~~above~~of ~~were~~its operations and its cash $0flows for ~~fiscal~~the years then ended, ~~December~~in ~~31,~~conformity ~~2016~~with ~~and~~accounting ~~2015~~principles generally accepted in the United States of America.

~~Audit~~The accompanying ~~Committee~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred continuing net losses and working capital deficits. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan concerning these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~As of the date of this Annual Report,~~/s/ ~~the~~KCCW ~~Company~~Accountancy ~~did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee~~Corp. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

~~PART IV~~Alhambra, California

~~ITEM 15. EXHIBITS~~May 5, ~~FINANCIAL STATEMENT SCHEDULES.~~2017

~~(a) Financial Statements Index~~F-2

~~The following financial statements are~~PowerComm ~~filed~~Holdings, ~~with~~Inc. ~~this~~& ~~report:~~Subsidiary

~~Report of Independent~~Consolidated ~~Registered~~Balance ~~Public Accounting Firm~~Sheets

~~Consolidated Balance Sheets at~~ December 31, ~~2016 and 2015~~

Consolidated Statements of Operations for the years ended December 31, 2016 and December 31, 2015


	2017			2016

ASSETS
Current assets
Cash	$	715,499		$	49,744
Accounts receivables, net		401,919			63,201
Prepaid expenses		126,162			108,942
Total current assets		1,243,580			221,887
Property and equipment, net		1,114,425			663,631
Total Assets	$	2,358,005		$	885,518

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	132,367		$	—
Accrued expenses		270,199			233,646
Income taxes payable		240,700			—
Line of credit		176,865			615,176
Short-term loans		38,145			—
Long-term debt, current portion		219,932			104,974
Due to related party		43,288			53,133
Other current liabilities		—			29,070
Total current liabilities		1,121,496			1,035,999
Long-term debt		641,692			300,156
Deferred tax liabilities, net		400,500			—
Other liabilities		—			86,449
Total liabilities		2,163,688			1,422,604
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 and 0 outstanding as of December 31, 2017 and 2016, respectively		—			—
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 24,330,000 and 20,700,000 shares issued, issuable and outstanding as of December 31, 2017 and 2016, respectively		2,433			2,070
Discount on Common Stock		(50	)		(2,050	)
Additional paid-in capital		460,655			1,538
Subscription received in advance		—			45,000
Retained earnings (accumulated deficit)		(268,721	)		(583,644	)
Total stockholders’ equity (deficit)		194,317			(537,086	)
Total liabilities and stockholders’ equity (deficit)	$	2,358,005		$	885,518

~~Consolidated Statements of Cash~~The ~~Flows~~accompanying ~~for~~notes ~~the~~are ~~years~~an ~~ended~~integral ~~December~~part ~~31,~~of ~~2016~~these ~~and~~financial ~~December 31, 2015~~statements.

~~Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2016 and 2015~~F-3

~~Notes~~PowerComm Holdings, toInc. ~~Consolidated~~& ~~Financial Statements~~Subsidiary

~~(b)~~Consolidated Statements ~~Exhibits~~of Operations

3.1+ Certificate of Incorporation

	For the Year Ended December, 31,
	2017		2016
Revenues, net	$	7,399,730	$	2,898,970
Costs of revenue		4,578,775		2,263,602
Gross profit		2,820,955		635,368

Operating expenses
General and administrative		1,202,163		937,289
Depreciation expense		210,984		239,353
Share based compensation		359,464		—
Operating income (loss)		1,048,344		(541,274	)

Other expense
Interest expense		90,471		42,370
Other		1,750		—
Total other expense		92,221		42,370

Income (loss) before income taxes		956,123		(583,644	)
Income tax provision		641,200		—
Net income (loss)	$	314,923	$	(583,644	)

Income (loss) per share - basic and diluted	$	0.01	$	(0.03	)
Weighted average common shares - basic and diluted		22,762,164		20,525,205

~~3.2+~~The accompanying ~~By-laws~~notes are an integral part of these financial statements.

~~31.1 Rule 15d~~F-~~14(a) Certification by Principal Executive Officer and Principal Financial Officer~~4

32PowerComm Holdings, Inc.1 ~~Section~~& ~~1350 Certification of Principal Executive Officer and Principal Financial Officer~~Subsidiary

+Statements of ~~Previously~~Stockholders’ ~~filed~~Equity ~~on Form 10-12G on March 3, 2015~~ (~~File No.: 000-55391~~Deficit) ~~as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.~~

	Series A Preferred Stock				Common Stock				Discount on Common Stock			Additional Paid-In Capital			Subscription Received in advance			Retained Earnings (Accumulated Deficit)			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount
Balance, December 31, 2015		—		—		20,500,000	$	2,050	$	(2,050	)	$	1,558		$	35,000		$	54,081		$	90,639
Effect of restructuring entities under common control						200,000		20					(20	)								—
Distribution to shareholder																			(54,081	)		(54,081	)
Subscription received in advance																10,000						10,000
Net loss																			(583,644	)		(583,644	)

Balance, December 31, 2016		—		—		20,700,000		2,070		(2,050	)		1,538			45,000			(583,644	)		(537,086	)

Issuance of preferred stock		1,000											1,800									1,800
Issuance of common stock in private offering						160,000		16					21,744									21,760
Issuance of common stock for services						2,470,000		247					335,673									335,920
Conversion of officer advance to common stock										2,000												2,000
Issuance of common stock for cash proceeds						1,000,000		100					99,900			(45,000	)					55,000
Net income																			314,923			314,923

Balance, December 31, 2017		1,000	$	—		24,330,000	$	2,433	$	(50	)	$	460,655		$	—		$	(268,721	)	$	194,317

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

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, on May 15, 2017.F-5

~~POWERCOMM HOLDINGS~~PowerComm Holdings, ~~INC~~Inc. ~~By:~~& ~~/s/ David Kwasnik Title: President~~Subsidiary

~~Pursuant to the requirements~~Statements of ~~the~~Cash ~~Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on May 15, 2017.~~Flows

By: /s/ David Kwasnik Title: President (Principal Executive Officer) By: /s/ David Kwasnik Title: Treasurer (Principal Financial Officer) By: /s/ David Kwasnik Title: Treasurer (Principal Accounting Officer)

	For the Year Ended December, 31,
	2017			2016
Operating Activities
Net income (loss)	$	314,923		$	(583,644	)
Adjustments to reconcile net income (loss) to net cash provided by (used) in operating activities:
Depreciation		210,984			239,353
Stock-based compensation expense		359,464			—
Changes in Operating Assets and Liabilities
(Increase) decrease in accounts receivable		(338,718	)		185,322
(Increase) decrease in prepaid expenses		83,893			(22,668	)
Increase in accounts payable		132,367			—
Increase in income taxes payable		641,200			—
Increase in accrued expenses		36,554			9,834
Increase (decrease) in other liabilities		(86,449	)		86,449
Net cash provided by (used in) operating activities		1,354,218			(85,354	)

Investing Activities
Capital expenditures		(65,552	)		(351,855	)
Net cash used in investing activities		(65,552	)		(351,855	)

Financing Activities
Proceeds from advances – related party		13,871			53,133
Repayment of related party advances		(21,716	)		—
Distributions to shareholder		—			(54,081	)
Proceeds from payable to unrelated party		40,000			29,070
Repayments of unrelated party advances		(69,070	)		—
Line of credit advance (repayment), net		(438,311	)		171,021
Proceeds from long-term borrowings, net		—			261,371
Note payable principal payments		(202,701	)		—
Proceeds from issuance of common stock		55,016			—
Proceeds from subscriptions received in advance		—			10,000
Net cash (used in) provided by financing activities		(622,911	)		470,514

Net increase in cash		665,755			33,305
Cash, beginning of period		49,744			16,439
Cash, end of period	$	715,499		$	49,744

Cash paid during the year for:
Taxes	$	—		$	—
Interest	$	90,471		$	42,370

Non-cash investing and financing activities:
Equipment purchases financed	$	596,226		$	—
Reclass between additional paid in capital and subscription received in advance	$	45,000		$	—
Financed insurance premiums	$	101,113		$	—
Conversion of related party note to discount	$	2,000		$	—

~~Pursuant to the requirements~~The ofaccompanying ~~the~~notes ~~Securities~~are ~~Act~~an ofintegral ~~1933,~~part ~~this registration statement has been signed below by the following persons, constituting all~~ of ~~the~~ ~~members~~these offinancial ~~the board of directors, in the capacities and on the dates indicated~~statements.

Signature		Capacity		Date
/s/ David Kwasnik		Director		May 15, 2017

F-6

~~SUPPLEMENTAL INFORMATION TO BE FURNISHED~~PowerComm ~~WITH~~Holdings, ~~REPORTS~~Inc. ~~FILED~~and ~~PURSUANT~~Subsidiary

~~TO SECTION 15(d) OF THE ACT BY REGISTRANTS~~Notes ~~WHICH~~to ~~HAVE~~Consolidated ~~NOT~~Financial ~~REGISTERED~~Statements

~~SECURITIES~~NOTE 1 ~~PURSUANT~~NATURE TOOF ~~SECTION~~OPERATIONS 12AND SUMMARY OF ~~THE~~ ~~ACT~~SIGNIFICANT ACCOUNTING POLICIES

~~We will furnish to the Securities and~~NATURE ~~Exchange~~OF ~~Commission, at the same time that it is sent to stockholders, any proxy or information statement that we send to our stockholders in connection with any annual stockholders’ meeting.~~OPERATIONS

29The Company was incorporated in the State of Delaware on January 12, 2015, and was formerly known as White Grotto Acquisition Corporation (“White Grotto” or “White Grotto Acquisition”). On September 14, 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing a new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc.

~~FINANCIAL~~On November ~~STATEMENTS~~15, 2016, the Company entered into a merger agreement (the “Acquisition”) with PowerComm Construction, Inc., a Virginia corporation (“PCC”). The current business of PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC installs, connects and services the energy and communications sectors. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its now wholly-owned subsidiary, PowerComm Construction, Inc. (“PCC” or “PowerComm Construction”).

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2016 and 2015		F-2
Consolidated Statements of Operations for the years ended December 31, 2016 and 2015		F-3
Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2016 and 2015		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015		F-5
Notes to Consolidated Financial Statements		F-6 - F-14

BASIS OF PRESENTATION AND CONSOLIDATION

30The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

~~REPORT~~Since PowerComm OFHoldings, ~~INDEPENDENT~~Inc. ~~REGISTERED~~and ~~PUBLIC~~PCC were entities under Mr. Kwasnik’s common control prior to the Acquisition on November 15, ~~ACCOUNTING~~2016, ~~FIRM~~the Acquisition was accounted for as a restructuring transaction in accordance with generally accepted accounting principles (“GAAP”). PowerComm Holdings Inc. has recast prior period consolidated financial statements to reflect the conveyance of PowerComm Holdings Inc. to PCC as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements. All significant intercompany transactions and account balances have been eliminated.

ToThe accompanying ~~the~~consolidated ~~Board~~financial ofstatements ~~Directors~~include ~~and~~the ~~Stockholders~~ accounts of ~~Powercomm~~PowerComm Holdings, Inc. and ~~Subsidiary~~its wholly owned subsidiary, PowerComm Construction, Inc. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

~~We have audited the accompanying consolidated~~USE ~~balance~~OF sheets of PowerComm Holdings Inc. and Subsidiary (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended. The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.ESTIMATES

~~We conducted our audits in accordance~~The ~~with~~preparation ~~the standards~~ of ~~the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the~~ consolidated financial statements ~~are~~in ~~free~~conformity ofwith ~~material~~GAAP ~~misstatement. The~~requires ~~Company~~management ~~is not required~~ to ~~have,~~make ~~nor~~estimates ~~were~~and weassumptions that ~~engaged~~affect tothe ~~perform,~~reported anamounts ~~audit~~ of ~~its~~assets ~~internal~~and ~~control~~liabilities ~~over~~and ~~financial~~disclosure ~~reporting. Our audits included consideration~~ of ~~internal~~contingent ~~control~~assets ~~over~~and ~~financial~~liabilities ~~reporting~~at asthe adate ~~basis for designing audit procedures that~~of ~~are~~the ~~appropriate~~consolidated infinancial ~~the circumstances~~statements, ~~but~~and ~~not for~~ the ~~purpose~~reported amounts of ~~expressing~~revenues anand ~~opinion~~expenses onduring the ~~effectiveness~~reporting ofperiods. ~~the Company's internal~~Actual ~~control~~results ~~over~~could ~~financial~~differ ~~reporting.~~from ~~Accordingly,~~those ~~we express no such opinion~~estimates. AnSignificant ~~audit~~estimates ~~also includes examining~~include, onbut aare ~~test~~not ~~basis,~~limited ~~evidence~~to, ~~supporting~~assumptions ~~the~~used ~~amounts and disclosures~~ in the ~~financial~~valuation ~~statements,~~of ~~assessing~~equity ~~the~~compensation ~~accounting~~and ~~principles~~assumptions used ~~and~~in ~~significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that~~ our ~~audits~~impairment ~~provide a~~testing ~~reasonable~~of ~~basis~~long-lived ~~for our opinion~~assets.

~~In our opinion, the consolidated financial~~CASH ~~statements~~AND ~~referred~~CASH to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.EQUIVALENTS

The ~~accompanying consolidated financial~~ ~~statements have been prepared assuming that the~~ Company ~~will~~considers ~~continue~~all ascash aon ~~going~~hand ~~concern.~~and ~~As discussed~~ in ~~Note 2 to the consolidated financial statements~~banks, ~~the~~certificates ~~Company~~of ~~has~~deposit ~~incurred continuing net losses~~ and ~~working~~other ~~capital~~highly-liquid ~~deficits.~~investments ~~The~~with ~~Company’s~~original ~~viability~~maturities isof ~~dependent~~three ~~upon~~months ~~its~~or ~~ability~~less, towhen ~~obtain~~purchased, ~~future~~to ~~financing~~be cash and ~~the~~cash ~~success of its future operations~~equivalents. ~~These~~As ~~matters~~of ~~raise~~December ~~substantial doubt~~31, ~~about~~2016, the Company's ~~ability~~had tono ~~continue~~uninsured deposits asin ~~a going concern~~banks. ~~Management's~~As ~~plan~~of ~~concerning~~December ~~these~~31, ~~matters~~2017, ~~are also described in Note 2 to~~ the ~~consolidated~~Company ~~financial~~has ~~statements.~~unsecured ~~The~~deposits ~~consolidated financial statements do not include any adjustments that might result from the outcome~~ of ~~this uncertainty~~$480,360.

~~/s/ KCCW Accountancy Corp. Alhambra, California May 5, 2017~~ACCOUNTS RECEIVABLE

~~F-1~~Accounts receivable are recorded at net realizable value consisting of the carrying amount less allowance for doubtful accounts, as needed. We assess the collectability of accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. While management uses the best information available upon which to base estimates, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used for the purposes of analysis. As of December 31, 2017 and 2016, the Company had no assessed allowance for doubtful accounts respectively.

~~POWERCOMM HOLDINGS INC.AND SUBSIDIARY~~F-7

~~CONSOLIDATED~~POWERCOMM HOLDINGS ~~BALANCE~~INC. ~~SHEETS~~AND SUBSIDIARY

	December 31, 2016			December 31, 2015
ASSETS
Current assets
Cash	$	49,744		$	16,439
Accounts receivables, net		63,201			248,523
Prepaid expenses		108,942			86,274
Total current assets		221,887			351,236
Property and equipment, net		663,631			551,128
Total Assets	$	885,518		$	902,364
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses	$	233,646		$	223,811
Short-term loan		615,176			444,155
Long-term debt, current		104,974			41,372
Due to related party		53,133			-
Other current liabilities		29,070			-
Total current liabilities		1,035,999			709,338
Long-term debt		300,156			102,387
Other liabilities		86,449			-
Total liabilities		1,422,604			811,725
Stockholders' equity (deficit)
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding as of December 31, 2016 and 2015, respectively		-			-
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 20,700,000 and 20,500,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively		2,070			2,050
Discount on Common Stock		(2,050	)		(2,050	)
Additional paid-in capital		1,538			1,558
Subscription received in advance		45,000			35,000
Retained earnings (accumulated deficit)		(583,644	)		54,081
Total stockholders' equity (deficit)		(537,086	)		90,639
Total liabilities and stockholders' equity (deficit)	$	885,518		$	902,364

Notes to Consolidated Financial Statements

~~The accompanying notes are an integral~~FIXED ~~part of these consolidated financial statements~~ASSETS

~~F-2~~Fixed assets consist of computers, furniture and fixtures, machinery and equipment, and trucks and vehicles. They are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.

~~POWERCOMM~~Depreciation for ~~HOLDINGS~~financial ~~INC.~~reporting ~~AND~~purposes ~~SUBSIDIARY~~is provided using the straight-line method over the estimated useful lives of the assets or lease term as follows:

CONSODLIDATED STATEMENTS OF OPERATIONS

Category		Useful life (in years)
Computers		5
Office Furniture and Fixtures		7
Machinery and Equipment		5 - 7
Trucks and Vehicles		5 - 7

	For the year ended December 31, 2016			For the year ended December 31, 2015
Revenue	$	2,898,970			3,063,319
Cost of revenue		(1,958,064	)		(1,902,027	)
Gross profit		940,906			1,161,292
General and administrative expenses		(1,482,180	)		(1,194,127	)
Operating loss		(541,274	)		(32,835	)
Interest expense		(42,370	)		(32,022	)
Loss from operations before income taxes		(583,644	)		(64,857	)
Income tax expense		-			-
Net loss	$	(583,644	)	$	(64,857	)
Loss per share - basic and diluted	$	(0.03	)		(0.00	)
Weighted average shares-basic and diluted		20,525,205			18,887,671

The Company applies the provisions of FASB ASC Topic 360 (ASC 360), “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2017 and 2016, there was no impairment of long-lived assets recorded.

~~The accompanying notes are an integral~~REVENUE ~~part of these consolidated financial statements~~RECOGNITION

FThe Company performs underground and overhead utility services primarily in the eastern and southeastern region of the United States for utility companies. The Company’s work is performed under cost-3plus-fee contracts. The length of the Company’s contracts varies, but are typically two to three years, and are generally defined by geographic area within a given utility service coverage area. While the Company’s contracts are generally long-term in nature, the contracts call for the Company to bid for and invoice for work performed in much smaller units, generally at the street level in terms of geographic coverage, and generally on a day-to-day basis or in certain limited circumstances in periods up to a few weeks at a time. Revenues are recognized on the accrual basis as services are performed. The Company recognizes service revenue in accordance with GAAP when the following overall fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and (iv) collection of the resulting accounts receivable is reasonably assured. During the years ended December 31, 2017 and 2016, the Company recognized revenue when the above four criteria were met.

~~POWERCOMM~~COST OF ~~HOLDINGS INC. AND SUBSIDIARY~~REVENUE

~~CONSOLIDATED~~Costs of ~~STATEMENT~~revenue OFinclude ~~CHANGES~~all INdirect ~~STOCKHOLDERS'~~materials, labor costs, equipment and those indirect costs, including depreciation of machinery ~~DEFICIT~~and equipment, trucks and vehicles, and indirect labor, supplies, tools, repairs and miscellaneous job costs. Changes in job performance, job conditions and estimated profitability, may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

							Discount								Retained			Total
							on			Additional			Subscription		Earnings			Stock-
	Common Stock						Common			Paid-In			Received in		(Accumulated			holders'
	Shares			Amount			Stock			Capital			advance		Deficit)			Equity (Deficit)
Balance at December 31, 2014		-		$	-		$	-		$	500		$	-	$	262,143		$	262,643
Issuance of common stock on January 22, 2015 to founders		20,000,000			2,000			(2,000	)		-			-		-			-
Redemption of common stock on September 14, 2015		(19,500,000	)		(1,950	)		1,950			-			-		-			-
Issuance of common stock on September 15, 2015 as a result of change of control		20,000,000			2,000			(2,000	)		-			-		-			-
Stockholders contributed company expenses		-			-			-			1,058			-		-			1,058
Distribution to shareholder		-			-			-			-			-		(143,205	)		(143,205	)
Subscription received in advance		-			-			-			-			35,000		-			35,000
Net loss for the year ended December 31,2015		-			-			-			-					(64,857	)		(64,857	)
Balance at December 31, 2015		20,500,000			2,050			(2,050	)		1,558			35,000		54,081			90,639
Effect of restructuring entities under common control		200,000			20			-			(20	)		-		-			-
Distribution to shareholder		-			-			-			-			-		(54,081	)		(54,081	)
Subscription received in advance		-			-			-			-			10,000		-			10,000
Net loss for the year ended December 31, 2016		-			-			-			-			-		(583,644	)		(583,644	)
Balance at December 31, 2016		20,700,000		$	2,070		$	(2,050	)	$	1,538		$	45,000	$	(583,644	)	$	(537,086	)

F-8

~~The accompanying notes are an integral~~POWERCOMM ~~part~~HOLDINGS ofINC. ~~these~~AND ~~consolidated financial statements~~SUBSIDIARY

~~F-4~~Notes to Consolidated Financial Statements

~~POWERCOMM HOLDINGS INC. AND SUBSIDIARY~~INCOME TAXES

~~CONSOLIDATED~~Under ASC ~~STATEMENTS~~740, OF“Income ~~CASH~~Taxes,” ~~FLOWS~~deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating losses and tax credit carryforwards, as well as differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

	For the year ended			For the year ended
	December 31, 2016			December 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(583,644	)	$	(64,857	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by stockholder and contributed as capital		-			1,058
Depreciation		239,353			168,684
Changes in Operating Assets and Liabilities
Decrease in accounts receivable		185,322			12,373
Increase in prepaid expenses		(22,668	)		(86,274	)
Increase in accrued expenses		9,834			4,572
Increase (decrease) in other liabilities		86,449			(512	)
Net cash provided by (used in) operating activities		(85,354	)		35,044
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of machine and equipment		(351,855	)		(168,103	)
Net cash used in investing activities		(351,855	)		(168,103	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term loans		171,021			94,605
Net proceeds from long-term loans		261,371			82,803
Distributions to shareholder		(54,081	)		(143,206	)
Net proceeds from payable to related party		53,133			-
Proceeds from payable to unrelated party		29,070			-
Proceeds from subscriptions received in advance		10,000			35,000
Net cash provided by financing activities		470,514			69,202
Net change in cash		33,305			(63,857	)
Cash, beginning of period		16,439			80,296
Cash, end of period	$	49,744		$	16,439
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income Tax	$	-		$	-
Interest	$	42,370		$	31,765
Non-cash investing and financing activities:
Common stock issued to officers for no consideration	$	-		$	2,050

A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized.

~~The accompanying notes are an integral~~EARNINGS ~~part~~PER ofCOMMON ~~these consolidated financial statements~~SHARE

~~F-5~~Basic earnings and loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings and loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2017 and 2016, there are no outstanding dilutive securities.

~~POWERCOMM~~FAIR VALUE ~~HOLDINGS~~OF ~~INC.~~FINANCIAL ~~AND SUBSIDIARY~~INSTRUMENTS

~~Notes~~The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to ~~Consolidated~~nonfinancial ~~Financial~~items ~~Statements~~that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

~~NOTE~~ Level 1 ~~NATURE~~ OFinputs ~~OPERATIONS~~are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability ~~AND~~to ~~SUMMARY~~access OFat ~~SIGNIFICANT~~the ~~ACCOUNTING~~measurement ~~POLICIES~~date.

~~NATURE~~Level 2 OFinputs ~~OPERATIONS~~are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

~~The Company was incorporated in the State~~Level of3 ~~Delaware~~inputs onare ~~January~~unobservable ~~12,~~inputs ~~2015,~~for ~~and~~the ~~was~~asset ~~formerly known as White Grotto Acquisition Corporation (“White Grotto”~~ or ~~“White~~ ~~Grotto Acquisition”)~~liability. On September 14, 2015, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from White Grotto Acquisition Corporation to PowerComm Holdings, Inc.

~~On November 15, 2016, the Company entered~~The ~~into~~carrying aamounts ~~merger~~of ~~agreement~~financial ~~(the~~assets ~~“Acquisition”)~~such ~~with~~as ~~PowerComm~~cash ~~Construction,~~approximate ~~Inc.,~~their afair ~~Virginia~~values ~~corporation~~because ~~(“PCC”). The current business~~ of ~~PCC is in electric utility, fiber optic, and telecommunications construction and maintenance services. PCC installs, connects and services~~ the ~~energy~~short ~~and~~maturity ~~communications sectors. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts~~ of ~~its~~these ~~now wholly-owned subsidiary, PowerComm Construction, Inc~~instruments. ~~(“PCC” or “PowerComm Construction”).~~

~~BASIS OF PRESENTATION~~RECLASSIFICATIONS

~~The summary of significant accounting~~Certain ~~policies~~reclassifications ~~presented~~have ~~below~~been ismade ~~designed~~ to ~~assist in understanding~~ the ~~Company's~~prior consolidated financial statements. ~~Such~~to ~~consolidated financial~~conform ~~statements~~to ~~and accompanying notes are~~ the ~~representations~~current ofyear ~~the Company's management, who are responsible for their integrity and objectivity~~presentation. ~~These accounting policies conform to accounting principles generally accepted in the United States~~The ofreclassifications ~~America~~had ~~("GAAP")~~no inimpact ~~all~~on ~~material~~previously ~~respects,~~reported ~~and~~net ~~have~~loss ~~been~~or ~~consistently~~accumulated ~~applied in preparing the accompanying consolidated financial statements~~deficit.

~~Since PowerComm Holdings, Inc. and PCC~~RECENTLY ~~were~~ISSUED ~~entities~~ACCOUNTING under Mr. Kwasnik’s common control prior to the Acquisition on November 15, 2016, the Acquisition was accounted for as a restructuring transaction in accordance with generally accepted accounting principles (“GAAP”). PowerComm Holdings Inc. has recast prior period consolidated financial statements to reflect the conveyance of PowerComm Holdings Inc. to PCC as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements. All significant intercompany transactions and account balances have been eliminated.PRONOUNCEMENTS

~~USE~~In February OF2018, ~~ESTIMATES~~the FASB issued ASU 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“Tax Act”). The new guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and can be early adopted. The Company is still evaluating the impacts of this standard should it choose to make this reclassification.

~~The~~In January ~~preparation~~2017, the FASB issued ASU 2017-01 “Clarifying the Definition of ~~consolidated~~a ~~financial~~Business,” which clarifies the definition ~~statements~~of ina ~~conformity~~business with ~~GAAP~~the ~~requires~~objective ~~management~~of toadding ~~make~~guidance ~~estimates~~to ~~and~~assist ~~assumptions~~entities ~~that~~with ~~affect~~evaluating ~~the~~whether ~~reported~~transactions ~~amounts~~should ofbe ~~assets~~accounted ~~and~~for ~~liabilities~~as ~~and~~acquisitions ~~disclosure~~or disposals of ~~contingent~~ assets ~~and~~or ~~liabilities~~businesses. atThe ~~the~~new ~~date~~guidance ofis ~~the~~effective ~~consolidated~~for ~~financial~~annual ~~statements,~~periods ~~and~~beginning after December ~~the~~15, ~~reported~~2017, ~~amounts~~including ofinterim ~~revenues~~periods ~~and~~within ~~expenses~~those ~~during~~periods. The impact to the ~~reporting~~Company’s ~~periods.~~consolidated ~~Actual~~financial ~~results~~statements will ~~could~~depend ~~differ~~on ~~from~~the ~~those~~facts ~~estimates~~and circumstances of any specific future transactions.

~~CASH~~In December ~~AND~~2016, ~~ACHS~~the ~~EQUIVALENTS~~FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of the guidance issued in ASU No. 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples.

~~The Company considers all cash on hand and in banks, certificates of deposit and other highly~~F-liquid investments with original maturities of three months or less, when purchased, to be cash and cash equivalents. As of December 31, 2016 and 2015, the Company had no uninsured deposits in banks respectively.9

~~ACCOUNTS~~In May ~~RECEIVABLE~~2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers.

~~Accounts receivable are recorded at net~~In ~~realizable~~April ~~value~~2016, ~~consisting of~~ the ~~carrying~~FASB ~~amount~~issued ~~less~~ASU ~~allowance for doubtful accounts, as needed~~No. ~~We assess the collectability of accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis~~2016-10, as ~~well~~Revenue asfrom ~~the~~Contracts ~~customer’s~~with ~~payment~~Customers ~~history.~~(Topic ~~Management~~606): ~~reviews~~Identifying ~~the~~Performance ~~composition of accounts receivable~~ Obligations and ~~analyzes historical bad debts~~Licensing, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves. While management uses the best information available upon which toclarifies ~~base~~certain ~~estimates, future~~aspects ~~adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used for the purposes~~ of ~~analysis. As~~identifying ofperformance ~~December~~obligations ~~31, 2016~~ and ~~2015,~~licensing ~~the~~implementation ~~Company had no assessed allowance for doubtful accounts respectively~~guidance.

FIn February 2016, the FASB issued ASU 2016-602 “Leases,” which requires lessees to recognize a right-to-use asset and a lease liability for virtually all leases (other than leases meeting the definition of a short-term lease). The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods beginning the following fiscal year. The Company is in the process of evaluating the impact of the new guidance on the Company’s consolidated financial statements and anticipates this impact will not be material to its consolidated balance sheets.

~~POWERCOMM~~In May ~~HOLDINGS~~2014, ~~INC~~the FASB issued ASU No. ~~AND~~2014-09, ~~SUBSIDIARY~~Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB has subsequently issued the following amendments to ASU No. 2014-09, which have the same effective date and transition date of January 1, 2018:

~~Notes~~In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to ~~Consolidated~~January ~~Financial~~1, ~~Statements~~2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date.

~~FIXED~~In March ~~ASSETS~~2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations.

~~Fixed assets consist of computers, furniture~~Management ~~and~~is ~~fixtures,~~in ~~machinery~~the ~~and~~process ~~equipment,~~of ~~and~~assessing ~~trucks~~the ~~and~~impact vehicles. They are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the ~~related~~above ~~cost~~ASUs ~~and~~on ~~accumulated depreciation are removed from~~ the ~~respective accounts,~~Company’s ~~and~~consolidated ~~any~~financial ~~gain or loss is included in operations~~statements.

~~Depreciation for financial reporting purposes~~All isother ~~provided~~newly ~~using~~issued ~~the~~accounting ~~straight-line~~pronouncements, ~~method~~but ~~over~~not ~~the~~yet ~~estimated~~effective, ~~useful~~have ~~lives~~been ofdeemed ~~the~~either ~~assets~~immaterial or ~~lease~~not ~~term as follows:~~applicable.

Category		Useful life (in years)
Computers		5
Office Furniture and Fixtures		7
Machinery and Equipment		7
Trucks and Vehicles		5

NOTE 2 - ACCOUNTS RECEIVABLE

The Company applies the provisions of FASB ASC Topic 360 (ASC 360), “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, at least on an annual basis. ASC 360 requires the impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. For the years ended December 31, 2016 and 2015, there was no impairment of long-lived assets recorded.

	2017		2016
Accounts receivable	$	401,919	$	63,201
Less: allowance for doubtful accounts		—		—
Accounts receivable, net	$	401,919	$	63,201

~~REVENUE~~Total contract ~~RECOGNITION~~receivables are expected to be collected within one year, and there is no provision for allowance for doubtful accounts.

~~The Company performs underground and overhead utility services primarily in the southeastern region of the United States for utility companies. The Company’s work is performed under cost~~F-plus-fee contracts. The length of the Company’s contracts varies, but are typically two to three years. Revenues are recognized on the accrual basis as services are performed. The Company recognizes service revenue in accordance with GAAP when the following overall fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and (iv) collection of the resulting accounts receivable is reasonably assured. During the years ended December 31, 2016 and 2015, the Company recognized revenue when the above four criteria were met.10

~~COST~~POWERCOMM HOLDINGS OFINC. ~~REVENUE~~AND SUBSIDIARY

~~Costs of revenue include all direct materials,~~Notes labor costs, equipment and those indirect costs, including depreciation of machinery and equipment, trucks and vehicles, and indirect labor, supplies, tools, repairs and miscellaneous job costs. Changes in job performance, job conditions and estimated profitability, may result in revisions to ~~costs~~Consolidated ~~and~~Financial ~~income and are recognized in the period in which the revisions are determined.~~Statements

~~F-7~~NOTE 3 – PROPERTY AND EQUIPMENT, NET

~~POWERCOMM~~Property and ~~HOLDINGS~~equipment ~~INC.~~consists ~~AND~~of ~~SUBSIDIARY~~the following:

Notes to Consolidated Financial Statements

	2017			2016
Vehicles & trucks	$	2,241,584		$	1,642,308
Equipment & machinery		560,723			498,666
Office furniture & fixtures		103,686			103,686
Computer & software		25,647			25,201
		2,931,640			2,269,861
Less: accumulated depreciation		(1,817,215	)		(1,606,230	)
Net property and equipment	$	1,114,425		$	663,631

~~INCOME~~Depreciation expense ~~TAXES~~was $210,984 and $239,353 for years ended December 31, 2017 and 2016, respectively.

~~Under ASC 740, "Income Taxes,"~~NOTE ~~deferred~~4 ~~tax~~– assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016 and 2015, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.DEBT

~~LOSS~~Lines of ~~PER COMMON SHARE~~Credit

~~Basic loss per common share excludes dilution~~Lines ~~and is computed by dividing net loss by the weighted average number~~ of ~~common~~credit ~~shares~~consist outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of ~~common stock that then shared in~~ the ~~loss of the entity. As of December 31, 2016 and 2015, there are no outstanding dilutive securities.~~following:

FAIR VALUE OF FINANCIAL INSTRUMENTS

	2017		2016
$450,000 Line of Credit with Burke & Herbert Bank, interest rate at 4.5% annum, renewed annually, due on demand.	$	—	$	418,080
$200,000 Line of Credit with SunTrust Bank, variable interest rate equal to the Prime Rate as published in the Wall Street Journal plus 6%, at 10.5% per annum as of December 31, 2017, renewed annually, due on demand, secured by all assets of the Company.		176,865		197,096
Total	$	176,865	$	615,176

~~The Company follows guidance for accounting~~Short ~~for~~Term fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:Debt

~~Level 1 inputs are quoted prices (unadjusted)~~Short interm ~~active~~debt ~~markets~~consists ~~for~~of ~~identical assets or liabilities that~~ the ~~Company has the ability to access at the measurement date.~~following:

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

	December 31,
	2017		2016
Note payable dated April 30, 2017, to an insurance premium finance company, bearing interest at a rate of 8.01% per annum, payable in 9 $3,807 monthly installments, secured by an insurance policy and all rights thereto.	$	3,781	$	—
Note payable dated April 30, 2017, to an insurance premium finance company, bearing interest at a rate of 8.16% per annum, payable in 9 $2,372 monthly installments, secured by an insurance policy and all rights thereto		2,356		—
Note payable dated July 10, 2017, to an insurance premium finance company, bearing interest at a rate of 8.6% per annum, payable in 9 $2,676 monthly installments, secured by an insurance policy and all rights thereto		10,516		—
Note payable dated November 18, 2017, to an insurance premium finance company, bearing interest at a rate of 8.6% per annum, payable in 9 $2,773 monthly installments, secured by an insurance policy and all rights thereto		21,492		—
Totals	$	38,145	$	—

~~Level 3 inputs are unobservable inputs for the asset or liability.~~F-11

~~The carrying amounts of financial assets~~Long-term ~~such as cash approximate their fair values because of the short maturity of these instruments.~~debt

~~RECLASSIFICATIONS~~Long-term debt consists of the following:

Certain reclassifications have been made to the prior consolidated financial statements to conform to the current year presentation. The reclassifications had no impact on previously reported net loss or accumulated deficit.

	December 31,
	2017		2016
Note payable to John Deere Financial, maturing February 2021, 60 monthly payments of $2,789, bearing interest at a rate of 0.90% per annum, secured by equipment	$	104,579	$	136,865
Note payable to Ford Motor Credit, maturing April 2021, 60 monthly payments of $1,431, bearing interest at a rate of 5.99% per annum, secured by a vehicle		50,341		64,122
Note payable to Ford Motor Credit, maturing April 2021, 60 monthly payments of $1,431, bearing interest at a rate of 5.99% per annum, secured by a vehicle		50,212		64,122
Note payable to Ally Financial Inc., maturing November 2021, 60 monthly payments of $786, bearing interest at a rate of 5.99% per annum, secured by a vehicle		32,267		40,550
Note payable to Ally Financial Inc., maturing May 2020, 60 monthly payments of $667, bearing interest at a rate of 6.19% per annum, secured by a vehicle		17,770		24,449
Note payable to Ally Financial Inc., maturing April 2020, 60 monthly payments of $528, bearing interest at a rate of 6.19% per annum, secured by a vehicle		14,191		19,471

RECENT ACCOUNTING PRONOUNCEMENTS

Note payable to Ally Financial Inc., maturing April 2020, 60 monthly payments of $529, bearing interest at a rate of 6.19% per annum, secured by a vehicle		14,190			19,471
Note payable to Ally Financial Inc., maturing May 2020, 60 monthly payments of $529, bearing interest at a rate of 6.19% per annum, secured by a vehicle		14,148			19,444
Note payable to Burke & Herbert Bank, maturing June 2019, monthly payments of $520.		8,570			14,036
Note payable to Burke & Herbert Bank, maturing June 2017, monthly payments of $320.		—			1,647
Note payable to Toyota Financial Services, maturing September 2017, monthly payments of $400		—			953
Note payable to Ally Financial Inc., maturing February 2022, 60 monthly payments of $810, bearing interest at a rate of 5.99% per annum, secured by a vehicle		35,314			—
Note payable to Ford Credit, maturing April 2022, 60 monthly payments of $928, bearing interest at a rate of 5.81% per annum, secured by a vehicle		42,029			—
Note payable to North Atlantic Financial, Inc., maturing April 2020, 36 monthly payments of $690, bearing interest at a rate of 7.92% per annum, secured by a vehicle		17,463			—
Note payable to Ford Credit, maturing June 2022, 60 monthly payments of $1,249, bearing interest at a rate of 5.79% per annum, secured by a vehicle		58,424			—
Note payable to Ford Credit, maturing July 2022, 60 monthly payments of $1,249, bearing interest at a rate of 5.79% per annum, secured by a vehicle		61,748			—
Note payable to Ford Credit, maturing July 2022, 60 monthly payments of $676, bearing interest at a rate of 5.99% per annum, secured by a vehicle		32,918			—
Note payable to Ally Financial Inc., maturing July 2022, 60 monthly payments of $703, bearing interest at a rate of 6.41% per annum, secured by a vehicle		32,133			—
Note payable to Ally Financial Inc., maturing July 2022, 60 monthly payments of $703, bearing interest at a rate of 6.41% per annum, secured by a vehicle		34,572			—
Note payable to Ally Financial Inc., maturing August 2022, 60 monthly payments of $648, bearing interest at a rate of 6.19% per annum, secured by a vehicle		31,347			—
Note payable to Ally Financial Inc., maturing October 2022, 60 monthly payments of $701, bearing interest at a rate of 6.19% per annum, secured by a vehicle		34,730			—
Note payable to Ally Financial Inc., maturing October 2022, 60 monthly payments of $909, bearing interest at a rate of 6.49% per annum, secured by a vehicle		45,045			—
Note payable to Ally Financial Inc., maturing October 2022, 60 monthly payments of $721, bearing interest at a rate of 6.49% per annum, secured by a vehicle		35,740			—
Note payable to Ally Financial Inc., maturing October 2022, 60 monthly payments of $742, bearing interest at a rate of 6.19% per annum, secured by a vehicle		36,742			—
* Note payable to John Deere Financial, maturing December 2021, 48 monthly payments of $1,191, bearing interest at a rate of 0% per annum, secured by equipment. Using an average market rate of interest, the Company recorded a finance premium of $6,545, which will be amortized over the life of the loan		57,151			—
	$	861,624		$	405,130
Less: Current Portion		(219,932	)		(104,974	)
Total Long Term Debt	$	641,692		$	300,156

In* The ~~May~~Company ~~2014,~~acquired the ~~FASB~~underlying ~~issued~~equipment ~~ASU No. 2014-09, Revenue~~ from ~~Contracts~~the ~~with~~dealer ~~Customers~~in ~~(Topic~~December ~~606),~~2017 ~~which~~and ~~supersedes~~applied ~~all~~for ~~existing~~financing ~~revenue~~with ~~recognition~~John ~~requirements,~~Deere ~~including most~~Financial ~~industry-specific~~at ~~guidance.~~the ~~The~~time ~~new~~the ~~standard~~Company ~~requires~~took apossession. ~~company~~In toJanuary ~~recognize~~2018, ~~revenue~~John ~~when~~Deere itFinancial ~~transfers~~approved ~~goods~~the orfinancing ~~services~~and toissued ~~customers in an amount that reflects~~ the ~~consideration~~note ~~that~~payable and ~~the~~attendant ~~company~~security ~~expects~~agreement toand ~~receive~~other ~~for those goods or services~~documentation. The ~~FASB~~Company has ~~subsequently issued~~treated the ~~following~~amount ~~amendments~~financed toas ~~ASU~~a ~~No. 2014~~long-~~09,~~term ~~which~~note ~~have~~payable as ~~the same effective date and transition date~~ of ~~January~~December 131, ~~2018:~~2017.

~~In August 2015, the FASB issued ASU No. 2015~~F-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard from January 1, 2017 to January 1, 2018. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date.12

InThe principal ~~March~~maturities ~~2016,~~of ~~the~~debt ~~FASB~~outstanding ~~issued~~with ~~ASU~~a ~~No. 2016-08,~~term ~~Revenue~~greater ~~from~~than ~~Contracts~~one ~~with~~year ~~Customers~~on ~~(Topic~~December ~~606): Principal versus Agent Considerations~~31, ~~which~~2017 ~~clarifies~~were ~~the~~as ~~implementation guidance on principal versus agent considerations.~~follows:

F-8

	Debt Maturities
2018	$	219,932
2019		217,010
2020		206,994
2021		147,541
2022		70,147
Thereafter		—
Total	$	861,624

~~POWERCOMM~~Interest expense ~~HOLDINGS~~for ~~INC.~~the ~~AND~~years ~~SUBSIDIARY~~ended December 31, 2017 and 2016 amounted to $90,471 and $42,370, respectively.

~~Notes to Consolidated Financial Statements~~F-13

~~In April 2016, the FASB issued ASU No.~~NOTE ~~2016~~6 -~~10,~~ ~~Revenue~~ACCRUED from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies certain aspects of identifying performance obligations and licensing implementation guidance.EXPENSES

~~In May 2016, the FASB issued ASU No. 2016-12,~~Accrued ~~Revenue~~expenses ~~from~~consisted ~~Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures~~ of ~~remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and~~ the ~~presentation~~ ~~of sales and other similar taxes collected from customers.~~following:

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends certain narrow aspects of the guidance issued in ASU No. 2014-09 including guidance related to the disclosure of remaining performance obligations and prior-period performance obligations, as well as other amendments to the guidance on loan guarantee fees, contract costs, refund liabilities, advertising costs and the clarification of certain examples.

	2017		2016
Accrued professional fees	$	55,000	$	115,822
Accrued legal settlement (see Note 10)		—		86,449
Accrued payroll expenses		118,774		—
Credit cards payable		58,335		—
Accrued interest expenses		256		256
Others		37,834		31,119
Totals	$	270,199	$	233,646

~~Management is in the process of assessing~~NOTE ~~the~~7 ~~impact~~- ofDUE ~~the~~TO ~~above~~RELATED ~~ASUs~~PARTY ~~on the Company's consolidated financial statements.~~

F-On November 9, 2016 and December 8, 2016, an officer, director and stockholder advanced cash amounts of $18,000 and $50,000, respectively, to the Company for operating capital. The total advance of $68,000 was unsecured, due on demand and bears no rate of interest. In 2017, the officer, director and stockholder agreed to convert $2,000 of his advances in satisfaction of the stock issued to him in 2016 upon the change of control transaction more fully described in Note 8. In addition, the officer, director and stockholder had the Company pay certain expenses on his behalf in the amount of $21,716. As of December 31, 2017 and 2016, the balances due to related party amounted to $43,288 and $53,133, respectively.

~~POWERCOMM~~NOTE 8 ~~HOLDINGS~~- ~~INC.~~STOCKHOLDERS’ ~~AND SUBSIDIARY~~EQUITY

~~Notes~~As of December 31, 2017, the Company was authorized to ~~Consolidated~~issue ~~Financial~~100,000,000 ~~Statements~~shares of common stock and 20,000,000 shares of preferred stock.

~~On April 30, 2015, the Financial Accounting~~Preferred Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or "drops down") net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial position and results of operations.Stock

~~In November 20, 2015, FASB issued ASU-2015-17-~~As ~~Income Taxes. The Board is issuing this Update as part~~ of ~~its~~December ~~initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify~~31, ~~evaluate~~2017, ~~and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving~~ the ~~usefulness~~Company ofhas the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes20, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities000, ~~the~~000 ~~amendments~~preferred inshares ~~this Update are effective for financial statements issued for annual periods beginning after December 15~~authorized, ~~2016, and~~have ~~interim~~a ~~periods~~par ~~within~~value ~~those annual periods. Earlier application is permitted for all entities as~~ of ~~the beginning of an interim or annual reporting period~~$0.0001 ~~The~~per ~~adoption of this ASU does not have a material impact on the Company’s consolidated financial position and results of operations~~share.

~~In February 25, 2016, FASB issued ASU-2016-02-Leases.The~~On ~~amendments~~June ~~in this Update create Topic 842~~6, ~~Leases~~2017, ~~and supersede~~ the ~~leases~~Company ~~requirements~~filed ina ~~Topic~~“Certificate ~~840, Leases. The objective~~ of ~~Topic~~Designation” ~~842~~with ~~is to establish~~ the ~~principles~~Delaware ~~that~~Secretary ~~lessees and lessors shall apply to report useful information to users~~ of ~~financial statements~~State, ~~about~~whereby ~~the amount~~1,000 shares ~~timing,~~have ~~and~~been ~~uncertainty~~designated ofas ~~cash~~Series ~~flows~~A ~~arising~~Preferred ~~from a lease~~shares. The ~~FASB~~rights ~~is issuing this Update to increase transparency~~ and ~~comparability~~privileges ~~among~~of ~~organizations~~the bySeries ~~recognizing~~A ~~lease~~shares ~~assets~~consist ~~and~~of ~~lease liabilities on~~ the ~~balance sheet and~~right ~~disclosing~~to ~~key~~vote ~~information~~on ~~about~~all ~~leasing~~shareholder ~~arrangements.~~matters ~~Topic~~equal ~~842~~to ~~affects~~fifty-one ~~any~~percent ~~entity that enters into a lease~~ (~~as that term is defined in this Update~~51%), ~~with~~of ~~some~~the ~~specified~~total ~~scope exemptions~~vote. ~~The guidance in this Update supersedes Topic 840~~Additionally, ~~Leases. The main difference between previous GAAP and Topic 842 is~~ the ~~recognition~~Company ofcannot ~~lease assets and lease liabilities by lessees for those leases~~alter ~~classified~~or aschange ~~operating~~the ~~leases~~provisions ~~under previous GAAP. The core principle~~ of ~~Topic 842 is that a lessee should recognize~~ the ~~assets and~~Certificate ~~liabilities~~of ~~that~~Incorporation ~~arise~~so ~~from~~as ~~leases.~~to ~~All~~adversely ~~leases~~affect ~~create an asset and a liability for~~ the ~~lessee~~voting inpowers, ~~accordance~~preferences ~~with~~or ~~FASB Concepts~~special ~~Statement~~rights ~~No. 6, Elements~~ of ~~Financial~~the ~~Statements,~~Series ~~and,~~A ~~therefore,~~Preferred ~~recognition of those lease assets and lease liabilities represents an improvement over previous GAAP~~Stock, ~~which~~or ~~did~~create ~~not~~or ~~require~~issue ~~lease~~additional ~~assets~~shares ~~and~~of ~~lease~~Series ~~liabilities to be recognized for most leases.~~ A ~~lessee~~Preferred ~~should~~Stock ~~recognize~~without in the ~~statement~~consent of ~~financial position~~ a ~~liability~~minimum toof ~~make~~sixty ~~lease~~percent ~~payments~~ (~~the lease liability~~60%) ~~and a right-~~of~~-use~~ ~~asset~~the ~~representing~~holders ~~its~~of ~~right to use~~ the ~~underlying~~Series ~~asset~~A ~~for~~Preferred ~~the lease term~~Stock. ~~When measuring assets and liabilities arising from a lease~~Additionally, ~~a lessee (and a lessor) should include payments to be made~~ in ~~optional periods only if~~ the ~~lessee~~event isof ~~reasonably~~any liquidation, ~~certain~~dissolution ~~to exercise an option to extend the lease~~ or ~~not~~winding toup ~~exercise~~of ~~an option to terminate~~ the ~~lease.~~Company ~~Similarly, optional payments to purchase~~ the ~~underlying~~holders ~~asset should be included in the measurement~~ of ~~lease assets and lease liabilities only if~~ the ~~lessee is~~Series ~~reasonably~~A ~~certain~~shares towill ~~exercise~~not ~~that~~be ~~purchase~~entitled ~~option. Reasonably certain is a high threshold that is consistent with and intended~~ to beparticipate ~~applied~~ in ~~the~~any ~~same~~distribution of ~~way~~assets asof the ~~reasonably assured threshold in the previous leases guidance~~Company. InThe ~~addition,~~Series ~~also~~A ~~consistent with~~Preferred ~~the~~shares ~~previous~~cannot ~~leases~~be ~~guidance,~~converted ainto ~~lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index~~ or aexchanged ~~rate~~for orshares ~~are in substance fixed payments. For leases with a term~~ of 12any ~~months~~other orseries ~~less, a lessee is permitted to make an accounting policy election by class~~ of ~~underlying asset not to recognize~~ ~~lease~~class assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still in progress of ~~evaluating~~capital ~~future~~stock ~~impact~~ of ~~adopting~~ ~~this~~the ~~standard~~Company.

~~F-10~~Common Stock

~~POWERCOMM~~As of ~~HOLDINGS~~December ~~INC~~31, 2017, the Company has 100,000,000 common shares authorized, have a par value of $0.0001 ~~AND~~per ~~SUBSIDIARY~~share.

~~Notes~~On September 1, 2017 (“Effective Date”), the Company entered into a “Debt Conversion Agreement” (“Conversion Agreement”) with Mr. David Kwasnik, an officer, shareholder and creditor (“Creditor”). As of the Effective Date the Company owed to ~~Consolidated~~Creditor ~~Financial~~a ~~Statements~~total amount of $85,004 (the “Debt”) for advances made by Creditor to the Company. Per the Conversion Agreement the Creditor agreed to convert $2,000 of the Debt in exchange for the Company agreeing to offset a previously recorded $2,000 discount against 20,000,000 shares of the common stock of the Company that were previously issued to the Creditor. These shares issued to Creditor are now deemed to be fully paid and non-assessable.

~~On August 26, 2016, the FASB issued Accounting~~In ~~Standard~~October ~~Update 2016-15~~2017, ~~Statement of Cash Flows (Topic 230), a consensus of~~ the ~~FASB’s~~Company ~~Emerging~~sold Issues Task Force. The Update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The amendments in this Update provide guidance on the following eight specific cash flow issues: Issue 1 ~~Debt~~million ~~prepayment~~shares ~~or debt extinguishment costs. Issue 2 - Settlement~~ of ~~zero-coupon~~common ~~debt~~stock ~~instruments.~~to .one ~~Issue~~investor 3at ~~- Contingent consideration payments made after a business combination~~$0.10 ~~Issue~~per 4share -for Proceeds from the settlement of insurance claims. Issue 5 - Proceeds from the settlement of corporate-owned life insurance (COLI) policies, including bank-owned life insurance (BOLI) policies. Issue 6 - Distributions received from equity method investments. 7 - Beneficial interests in securitization transactions. . Issue 8 - Separately identifiable cash ~~flows~~proceeds ~~and application~~ of ~~the predominance principle. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15~~$100, ~~2017, and interim periods within those fiscal years~~000. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is still in progress of evaluating future impact of adopting this standard.

~~All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.~~F-14

~~NOTE~~On November 215, 2016, the “Company”, entered into a stock-for-stock ~~GOING~~acquisition ~~CONCERN~~agreement (the “Acquisition Agreement”) with PowerComm Construction, Inc., a private company organized under the laws of the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the Company issued to PCC 200,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding stock of PCC to complete the share exchange and restructuring of entities under common control. Mr. David Kwasnik, who is the officer, director and majority shareholder of the Company, was the sole shareholder of PCC prior to the acquisition.

~~The Company has sustained net losses of~~Share ~~$583,644~~Based and $64,857 for the years ended December 31, 2016 and 2015, respectively. The Company had a working capital deficit of $814,112 and an accumulated deficit of $583,644 as of December 31, 2016, as compared to a working capital deficit of $358,102 and retained earnings of $54,081 as of December 31, 2015. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.Payments

~~The accompanying consolidated financial~~On ~~statements~~April ~~have~~12, ~~been~~2017, ~~prepared assuming that~~ the Company ~~will~~issued ~~continue as~~ a ~~going~~total ~~concern;~~of ~~however~~2,470,000 ~~the~~common ~~above~~shares ~~condition~~as ~~raises substantial~~compensation ~~doubt~~to ~~about~~28 ~~the~~employees ~~Company's~~and ~~ability~~consultants tofor ~~do so~~services performed. The ~~consolidated~~Company ~~financial~~recorded ~~statements~~compensation doexpense ~~not~~at ~~include~~a ~~any~~share ~~adjustments~~price ~~to reflect~~of ~~the~~$0.136 ~~possible~~based ~~future effects~~ on ~~the~~an ~~recoverability~~independent ~~and~~valuation ~~classification~~ of ~~assets or~~ the ~~amounts and classifications of liabilities~~Company. ~~that~~The ~~may result should the~~ Company berecorded ~~unable~~compensation toexpense ~~continue~~of ~~as a going concern~~$335,920.

InOn April ~~order~~12, to2017, ~~maintain~~the Company issued 160,000 shares of its ~~current~~common ~~level~~stock to 16 shareholders, at a purchase price equal to par value of ~~operations~~$0.0001 per share, ~~the~~as ~~Company~~part ~~will~~of ~~require~~a ~~additional~~private ~~working~~placement ~~capital~~for ~~from~~total ~~either~~proceeds ~~cash~~of ~~flow~~$16.00, ~~from~~pursuant ~~operations~~to executed subscription agreements under a Regulation D offering or ~~from~~other ~~the~~private ~~sale~~placement of ~~its equity~~securities. ~~However,~~Each of these transactions was issued as part of the private placement of securities by the Company ~~currently~~in ~~has~~which no ~~commitments~~underwriting ~~from~~discounts ~~any~~or ~~third~~commissions ~~parties~~applied ~~for~~to any of the ~~purchase~~transactions. The Company conducted such private placement offering in order to build a base of ~~its~~shareholders ~~equity.~~and Ifestablish ~~the~~relationships with a variety of shareholders. The Company treated this, in essence, as an offering of shares for services and has recorded compensation isexpense ~~unable~~for tothe ~~acquire~~difference ~~additional~~between ~~working~~the ~~capital~~calculated fair value, itfrom ~~will~~the beindependent ~~required~~valuation, toand ~~significantly~~the ~~reduce~~cash ~~its~~price ~~current~~paid. ~~level~~The Company recorded compensation expense of ~~operations~~$21,744.

~~NOTE~~In, 2017, 3the -Company ~~ACCOUNTS~~issued ~~RECEIVABLE~~1,000 shares of Series A Preferred Stock to an officer and director for services provided. The Company valued the Series A Preferred shares issued at $1,800. The Company recorded compensation expense of $1,800.

~~Accounts receivable consisted of the following:~~F-15

	December 31, 2016		December 31, 2015
Accounts receivable	$	63,201	$	248,523
Less: allowance for doubtful accounts		-		-
Accounts receivable, net	$	63,201	$	248,523

POWERCOMM HOLDINGS INC. AND SUBSIDIARY

~~Total contract receivables are expected~~Notes to beConsolidated ~~collected~~Financial ~~within one year, and there is no provision for allowance for doubtful accounts.~~Statements

FNOTE 9 -11 CONCENTRATION OF CREDIT RISK

~~POWERCOMM~~For the ~~HOLDINGS~~year ~~INC~~ended December 31, 2016, service revenue to Potomac Electric Power Co (“PEPCO”), which is now a wholly owned subsidiary of Exelon Corp, accounted for 98% of the Company’s total revenue. ~~AND~~Accounts ~~SUBSIDIARY~~receivable due from PEPCO accounted for 100% of the Company accounts receivable balances as of December 31, 2016. For the year ended December 31, 2017, three customers accounted for 100% of the Company’s revenues and two customers accounted for 100% of its accounts receivable balance.

~~Notes~~NOTE 10 to– ~~Consolidated~~RELATED ~~Financial~~PARTY ~~Statements~~TRANSACTIONS NOT DESCRIBED ELSEWHERE

~~NOTE~~On November 4-9, ~~PROPERTY~~2016 ~~AND~~and ~~EQUIPMENT~~December 8, ~~NET~~2016, an officer and stockholder advanced cash amounts of $18,000 and $50,000, respectively, to the Company for operating capital. The total advance of $68,000 was unsecured, due on demand and bears no rate of interest. As of December 31, 2017 and 2016, the balances due to related party amounted to $43,288 and $53,133, respectively.

~~Property~~NOTE 11 ~~and~~- ~~equipment~~COMMITMENTS ~~consist~~AND ~~of the following:~~CONTINGENCIES

	December 31, 2016			December 31, 2015
Computer & Software	$	25,201		$	25,201
Office furniture & fixtures		103,686			103,686
Equipment & Machinary		498,666			404,521
Vehicles & truck		1,642,308			1,384,597
		2,269,861			1,918,005
Less: depreciation		(1,606,230	)		(1,366,877	)
Net assets	$	663,631		$	551,128

Litigation

~~Depreciation~~In April ~~expenses~~2014, Gregory Randolph, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland Federal District Court. The lawsuit alleged that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company asserted that Mr. Randolph’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company has offered $~~239~~100,~~353~~000 to settle the case, which the Court subsequently approved after having conducted a fairness hearing. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, as stated, the settlement agreement was approved by the Court and judgment for plaintiffs was entered in the amount of $~~168~~100,~~684~~000. On April 29, 2016, the Company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the Court ordered that the plaintiffs’ revised petition for ~~years~~award ~~ended~~of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expense and ~~2015~~$86,449 ~~respectively~~was recorded in Other Liabilities.

~~NOTE~~In 2017, 5the –Company ~~BANK~~appealed ~~LOANS~~the attorney fee award to the United States Court of Appeals for the Fourth Circuit (“4th Circuit”). On October 31, 2017 the 4th Circuit reversed and remanded the attorney fee award back to the trial court as excessive. As of December 31, 2017, the Company had paid approximately $86,000 and based on the remand from the 4th Circuit has reversed the accrual of the remaining prior amounts recorded and believes that its payments made through December 31, 2017 to be sufficient under the instructions provided in the remand back to the trial court by the 4th Circuit.

~~Short-term~~Recently, on ~~loan~~June 1, 2018, and based on the 4th Circuit’s remand, the trial court issued a ruling which reduced the attorney fee award by approximately $6,000. The Company asserts that the trial court’s ruling is erroneous, as the reduction should have been far greater, and intends to appeal again to the 4th Circuit before June 30, 2018.

~~Short-term loan represents borrowings from commercial banks due within one year. The short-term loan consists of the following~~Commitments:

	December 31, 2016		December 31, 2015
$450,000 Line of Credit with Burke & Herbert Bank, interest rate at 4.5% annum, renewed annually, due on demand.	$	418,080	$	306,167
$200,000 Line of Credit with Suntrust Bank, interest rate at 9.5% annum, renewed annually, due on demand.		197,096		137,988
Total	$	615,176	$	444,155

Rental Payments under Month-to-Month Operating Leases

~~Interest~~The Company ~~expense~~entered ~~for~~into ~~the~~a ~~years~~lease ~~ended~~agreement ~~December~~ on January 31, ~~2016~~2014 ~~and~~for ~~2015~~approximately ~~amounted~~22,000 square feet to ~~$42,370~~ rent a small office space and vehicle yard located at 6000 Walker Mill Road, Capitol Heights MD. The Company pays $323,~~022~~500 ~~respectively~~per month and term is month-to-month.

~~Long-~~The Company entered into a lease agreement on July 1, 2016 for a 200 square foot office space located at 110 Maryland Avenue Washington, DC. The Company pays $800 per month and the term ~~debt~~is month-to-month.

~~Long~~F-~~term debt consists of the following:~~16

	December 31, 2016			December 31, 2015
Note payable to John Deere Financial, maturing January 2021, monthly payments of $2,789	$	136,865		$	-
Note payable to Ford Motor Credit, maturing April 2021, monthly payments of $1,431		64,122			-
Note payable to Ford Motor Credit, maturing April 2021, monthly payments of $1,431		64,122			-
Note payable to Ally Financial Inc, maturing April 2021, monthly payments of $786.		40,550			-
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $666.		24,449			30,803
Note payable to Ally Financial Inc, maturing April 2020, monthly payments of $528.		19,471			24,435
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $529.		19,471			24,435
Note payable to Ally Financial Inc, maturing May 2020, monthly payments of $529.		19,444			24,512
Note payable to Burke & Herbert Bank, maturing June 2019, monthly payments of $520.		14,036			19,151
Note payable to Burke & Herbert Bank, maturing June 2017, monthly payments of $320.		1,647			5,314
Note payable to Toyota Financial Services, maturing September 2017, monthly payments of $400		953			7,654
Note payable to Burke & Herbert Bank, maturing August 2016, monthly payments of $556.		-			4,220
Note payable to Chrysler Capital, maturing February 2017, monthly payments of $250		-			3,235
	$	405,130		$	143,759
Current Portion		(104,974	)		(41,372	)
Total	$	300,156		$	102,387

In 2016, The Company entered into a lease agreement to rent a portion of the premises located at 3429 Ramsgate Terrace, Alexandia, Virginia, 22309 with an officer, director and shareholder of the Company. The Company agreed to a monthly rental rate of $2,600. On August 1, 2017 the Company entered into a new lease for the space with a monthly rental rate of $3,600 per month. The lease can be terminated by mutual agreement of the two parties or after 30 days written notice.

~~F-12~~Rent costs totaled approximately $100,125 (consisting of $38,700 to related parties) and $54,650 for 2017 and 2016, respectively.

~~POWERCOMM~~NOTE 12 ~~HOLDINGS~~– ~~INC.~~INCOME ~~AND SUBSIDIARY~~TAXES

~~Notes~~PowerComm Construction, Inc. was a pass-through entity under the Internal Revenue Code of the United States and the states it performs business in, prior to ~~Consolidated~~its ~~Financial~~merger ~~Statements~~with PowerComm Holdings, Inc. Because of this, the income or losses of PowerComm Construction Inc. flowed directly to its shareholders and therefore no assets or liabilities were recorded for income taxes. As of January 1, 2017, the Company has recorded a liability and corresponding long-term deferred income tax expense in the amount of approximately $107,000, because as of the merger, PowerComm Construction, Inc. changed its tax status and is no longer a pass-through entity. The Company is now fully responsible for the tax assets and liabilities resulting from the consolidated operations of the Company.

~~All~~The following ~~notes~~table ~~are~~shows ~~secured~~a byreconciliation of income tax expense between the ~~Company’s~~amount reported and the amount under the statutory tax ~~vehicles.~~rates in effect for the year ended December 31, 2017:

The future obligations under bank loans are as follows:

Income tax expense from statutory rate of 40%	$	382,400
Effect of change in tax status		107,100
Effect of permanent timing differences		151,700

Income tax expense, as reported	$	641,200

	Amount
2017	$	96,833
2018		98,982
2019		99,544
2020		85,366
2021		24,435
Thereafter		-
Total	$	405,130

The current income tax provision represents the estimated amount of income taxes paid or payable for the year, as well as changes in estimates from prior years. The deferred income tax provision represents the change in deferred tax liabilities and assets. The following table presents the significant components of the provision for income taxes:

NOTE 6 - ACCRUED EXPENSES

	2017		2016
Current
Federal	$	198,500	$	—
State		42,200		—
Total current provision	$	240,700	$	—

Deferred
Federal	$	296,500	$	—
State		104,000		—
Total deferred provision	$	400,500	$	—

Income tax expense	$	641,200	$	—

~~Accrued~~On December 22, 2017, the Tax Act was signed into law and significantly reformed the Internal Revenue Code of 1986, as amended. The Tax Act will significantly impact the Company by reducing the federal corporate tax rate from 35% to 21%, effective January 1, 2018, and by allowing expensing of certain capital expenditures. However, the Tax Act limits the deductibility of meals, entertainment expenses ~~consisted~~and certain executive compensation, imposes limitations on the deductibility of interest expense and eliminates the ~~following:~~domestic production activities deduction.

	December 31, 2016		December 31, 2015
Accrued professional fees	$	115,822	$	76,664
Accrued legal settlement (see Note 10)		86,449		100,000
Accrued interest expenses		256		256
Others		31,119		46,891
	$	233,646	$	223,811

Shortly after the Tax Act was enacted, the Securities and Exchange Commission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) to address the application of GAAP and direct taxpayers to consider the impact of the Act as “provisional” when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for the change in tax law. In accordance with SAB 118, the Company has recognized the provisional tax impacts, outlined above, related to the re-measurement of its net deferred tax liability. The ultimate impact may differ from the provisional amounts, possibly materially, due to, among other things, the significant complexity of the Tax Act, anticipated additional regulatory guidance or related interpretations that may be issued by the Internal Revenue Service (the “IRS”), changes in accounting standards, legislative actions, future actions by states within the U.S. and changes in estimate, analysis, interpretations and assumptions the Company has made.

~~NOTE 7~~ F- ~~DUE TO RELATED PARTY~~17

OnDeferred income ~~November~~taxes 9,are ~~2016~~recorded ~~and~~based ~~December~~upon 8,temporary ~~2016, Mr.~~differences ~~Kwasnik~~between ~~advanced~~ the ~~Company~~financial ~~for~~statement ~~operating~~and ~~capital~~tax ~~with~~bases ~~amounts~~ of ~~$18,000~~assets and ~~$50,000, respectively. The total amount of~~liabilities ~~$68,000~~and ofavailable ~~due~~net tooperating ~~related~~loss ~~party was unsecured, had no written agreement, due on demand with no maturity date,~~ and ~~bearing~~tax nocredit ~~interest~~carryforwards. As ofTemporary ~~December~~differences ~~31, 2016~~ and ~~2015,~~carryforwards ~~due~~that tocomprised ~~related~~deferred income ~~party~~tax ~~amounted~~assets toand ~~$53,133~~liabilities ~~and~~were ~~$0,~~as ~~respectively.~~follows:

NOTE 8 - STOCKHOLDERS' EQUITY

	2017		2016
Deferred income tax assets
Investments	$	51,900	$	—

Deferred income tax liabilities
Depreciation		254,300		—
Cash basis tax adjustment		198,100		—
		452,400		—

Net deferred income tax liability	$	400,500	$	—

AsThe Company’s ofdeferred ~~December~~income ~~31,~~tax ~~2016~~assets and ~~December~~liabilities ~~31, 2015,~~are ~~20,700,000~~subject ~~shares~~to adjustment in future periods based on the Company’s ongoing evaluations of ~~common~~such ~~stock~~deferred assets and noliabilities ~~preferred~~and ~~stock~~new ~~were~~information ~~issued~~available ~~and~~to ~~outstanding,~~the ~~respectively~~Company.

OnValuation allowances ~~January~~are ~~22,~~recognized ~~2015,~~on deferred tax assets if the Company ~~issued 20,000,000~~believes ~~founders~~it ~~common~~is ~~stock~~more tolikely ~~two~~than ~~directors~~not ~~and~~that ~~officers.~~some Onor ~~September~~all ~~14,~~of ~~2015,~~ the deferred tax assets will not be realized. The Company ~~redeemed~~believes ~~19,500,000~~the majority of ~~then outstanding~~the ~~20,000,000~~deferred ~~shares~~tax atassets awill ~~redemption~~be ~~price~~realized due to the reversal of ~~$.0001~~certain ~~per~~significant ~~share~~temporary ~~for~~differences anand ~~aggregate~~anticipated ~~redemption~~future ~~price~~taxable ofincome $1from operations and,~~950~~ accordingly, has not recorded an allowance.

~~On September 15, 2015, the Company issued~~NOTE ~~20,000,000~~13 ~~shares~~- ofSUBSEQUENT ~~its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par, to David Kwasnik as a party of the change in control of the Company.~~EVENTS

~~On November 15, 2016, the “Company”,~~In ~~entered~~2018 ~~into~~through ~~a stock-for-stock acquisition agreement (~~the ~~“Acquisition~~date ~~Agreement”)~~of ~~with~~these ~~PowerComm~~financial ~~Construction~~statements, ~~Inc., a private company organized under~~ the ~~laws of the Commonwealth of Virginia (“PCC”). Under the Acquisition Agreement, the~~ Company ~~issued~~has tofinanced ~~PCC 200,000 shares of its common stock, valued at $0.001 per share, in exchange for all of~~ the ~~issued~~purchase ~~and outstanding stock~~ of ~~PCC~~certain toequipment ~~complete the share exchange~~ and ~~restructuring~~rolling ~~of entities under common control. Mr. David Kwasnik,~~stock ~~who~~in is the ~~officer,~~amount ~~director and majority shareholder~~ of ~~the~~approximately ~~Company~~$126, ~~was the sole shareholder of PCC prior to the acquisition~~000.

~~F-13~~As of the date of these financial statements, the Company has signed a letter of intent to purchase an industrial property in Upper Marlboro, Prince George’s County, Maryland for the purchase price of $1.575 million plus closing costs. The industrial property is approximately 1.77 acres, fenced and paved, which will provide for the ability of the Company to significantly increase its truck fleet and has an office building and drive up warehouse of approximately 12,000 square feet. The Company is currently in negotiations with one of its existing lenders to provide financing of 85% of the purchase price of the building. While the Company believes closing to be likely, the Bank has yet to provide final commitment or closing documents and therefore funding is not yet fully assured.

~~POWERCOMM HOLDINGS INC. AND SUBSIDIARY~~F-18

Notes to Consolidated Financial Statements

NOTE 9 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2016 and 2015, the Company does not have any amounts in excess of the FDIC insured limit.

For the years ended December 31, 2016 and 2015, service revenue to Potomac Electric Power Co (“PEPCO”) accounted for 98% and 95% of the Company’s net revenue, respectively. Accounts receivable due from PEPCO accounted for 100% of the Company accounts receivable balances as of both December 31, 2016 and 2015.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Litigation

In April 2014, Gregory Randolf, a former employee of the Company filed a Class Action Labor Lawsuit against the Company in the Maryland District Court. The lawsuit alleges that he and 48 other flaggers of the Company were not paid overtime pay which in Maryland is time and ½. The Company believes that Mr. Randolf’s testimony as to the amount of hours he worked was completely false and that he was correctly paid for the hours he worked per his time slips. As of December 2015, the Company has offered $100,000 to settle the case and is now waiting to hear if the Judge will accept the terms of the settlement. The Company accrued contingent loss of $100,000 during the year ended December 31, 2014. No additional contingent liability was accrued during the year ended December 31, 2015. On April 28, 2016, the settlement agreement was approved by court and judgment for plaintiffs was entered in the amount of $100,000. On April 29, 2016, the company made payments to plaintiffs in the total amount of $100,000. On November 21, 2016, the court ordered that the plaintiff’s revised petition for award of attorneys’ fees and costs was granted, and that the Company is responsible for payment of $188,616, payable in twenty-four (24) installments starting December 2, 2016. As of December 31, 2016, the unpaid balance amounted to $172,898, of which $86,449 was recorded in Accrued Expenses and $86,449 was recorded in Other Liabilities.

In May, 2015, the Company filed a complaint against Riverport Insurance Services (“Riverport”) in Circuit Court for Montgomery County, Maryland, for failing to defend a workers’ compensation claim previously filed against the Company. The Company is seeking a declaration from the Court that Riverport owned the Company a duty to defend the subject workers’ compensation claim. The Company seeks recovery of attorneys’ fees and costs incurred in defending against the claim, and attorneys’ fees and costs incurred in litigating the complaint. Trial for this litigation was scheduled for June 2, 2016. On September 14, 2016, a judgment of the litigation against Riverport was entered in favor of the Company in the amount of approximately $45,000. No contingent gain was recorded by the Company as of December 31, 2016.

NOTE 11 - SUBSEQUENT EVENT

On April 12, 2017, the Company issued 160,000 shares of its common stock to 16 shareholders, at a purchase price equal to $0.001 per share, as part of a private placement for total proceeds of $160.00, pursuant to executed subscription agreements under a Regulation D offering or other private placement of securities. Each of these transactions was issued as part of the private placement of securities by the Company in which no underwriting discounts or commissions applied to any of the transactions. The Company conducted such private placement offering in order to build a base of shareholders and establish relationships with a variety of shareholders. Tiber Creek Corporation did not assist the Company in conducting the offering.

On April 12, 2017, the Company issued 2,470,000 shares of its common stock to 28 employees and consultants, at par value of $0.001 per share, in exchange for services rendered to the Company.

Management has evaluated subsequent events through May 5, 2017, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2016 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, Subsequent Events.

F-14

Filing Compare · PowerComm Holdings Inc.