8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 10, 2019

Date of Report

(Date of Earliest Event Reported)

UNITED CAPITAL CONSULTANTS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-55741	81-4625084
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3210 East Coralbell Avenue

Mesa, Arizona 95204

(Address of principal executive offices) (zip code)

480-666-4116

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	N/A	N/A

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements are identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect the Company’s current views respecting future events and are based on assumptions and subject to risks and uncertainties.

Also, forward-looking statements represent the Company’s estimates and assumptions only as of the date of this report. You should read this report and the documents that the Company references and files as exhibits to this report in their entirety and with the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available or other events occur in the future.

ITEM 1.01 Entry into a Material Definitive Agreement

Addendum No. 2 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd.

On July 5, 2019, United Capital Consultants, Inc. (“UCC” or the “Company”) and United Utilities Authority, Ltd. (“UUA”) entered into the Addendum No. 2 to the Consultancy Agreement (the “Second Addendum”) to add to or amend the terms and conditions of that certain Consultancy Agreement entered into by and between UCC and UUA on July 18, 2018, which was disclosed as an exhibit to the Form 8-K filed on August 1, 2018 and is incorporated herein by reference (the “Consultancy Agreement”) and to amend the terms and conditions of that certain Addendum No. 1 to the Consultancy Agreement entered into by and between UCC and UUA on May 22, 2019, which was disclosed as an exhibit to the Form 8-K filed on May 23, 2019 and is incorporated herein by reference (the “First Addendum”).

UUA is a private utility specializing in renewable energy projects and has identified and begun due diligence and negotiations on potential acquisitions in the form of solar energy farms available for purchase in Thailand (the “Facility” or “Facilities”). Under the terms and conditions of the Second Addendum, in order to comply with Thai law, Section 1 of the First Addendum was amended such that UCC shall be granted an option to directly purchase up to a 49% equity interest in any Facility to be acquired by UUA. Furthermore, under the terms and conditions of the Second Addendum, Section 3 of the Consultancy Agreement was amended such that UCC shall be issued equity interests in UUA equal to 18% of the total issued and outstanding equity interests of UUA, as calculated on a post-issuance basis. Except as amended in the Second Addendum, the Consultancy Agreement and the First Addendum shall continue in full force and effect.

Related Parties

Clayton Patterson and Harold Patterson, who are officers and directors of the Company, are also affiliates of United Utilities Authority, Ltd.

ITEM 9.01 Financial Statements and Exhibits

Exhibits

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission.

10.6* Addendum No. 2 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd.

* Filed herewith

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SIGNATURES

Pursuant to the requirements 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.

	UNITED CAPITAL CONSULTANTS, INC.
Date: July 10, 2019	By:	/s/ Clayton Patterson
		Clayton Patterson
		President

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EX-10.6

Exhibit 10.6

ADDENDUM NO. 2 TO

CONSULTANCY AGREEMENT

This ADDENDUM NO. 2 TO CONSULTANCY AGREEMENT (the “Second Addendum”) is made and entered into July 5, 2019 (the “Effective Date”) by and between United Utilities Authority, Ltd., with its principal place of business located at 5/71 Soi Ramkhamheng 3 Soi 31 Intersection 5, Dokmai Subdistrict, Prawet District, Bangkok (“UUA”), and United Capital Consultants, Inc., with its principal place of business located at 3210 East Coralbell Avenue, Mesa, AZ 85204, USA (“UCC”). Each party is hereinafter referred to individually as a “Party” and collectively as the “Parties”).

RECITALS

WHEREAS, UUA is a private utility specializing in renewable energy projects and has identified and begun due diligence and negotiations on potential acquisitions in the form of solar energy farms available for purchase in Thailand (the “Facility” or “Facilities”);

WHEREAS, UCC has expertise in the area of project structure and finance and desires to finance acquisitions of solar energy farms or acquire solar energy farms;

WHEREAS, UUA had previously engaged UCC to provide consulting services and assist in financing projects under a Consultancy Agreement executed and between the parties on July 18, 2018, which is incorporated herein by reference (the “Consultancy Agreement”);

WHEREAS, UUA and UCC entered in an Addendum No. 1 to the Consultancy Agreement dated May 22, 2019 to add to and amend certain terms and conditions described in the Consultancy Agreement, which is incorporated herein by reference (the “First Addendum”) and

WHEREAS, the Parties have entered into this Second Addendum to amend the terms and conditions first described in the Consultancy Agreement and the First Addendum.

AGREEMENT

NOW, THEREFORE, the Parties hereby agree as follows:

1.     Amendment of Grant of Option to Purchase the Facilities. To comply with Thai law, Section 1 of the First Addendum relating to the “Grant of Option to Purchase the Facilities” shall be amended, restated and replaced in its entirety with the following provisions:

“1. Grant of Option to Purchase the Facilities.

a. Option. As per Exhibit A of the Consultancy Agreement, UCC may elect to invest its own capital into UUA’s projects. At UCC’s sole discretion, UUA shall grant to UCC an option to directly purchase up to a 49% equity interest in any Facility to be acquired by UUA (the “Option”). The terms and conditions of UCCs purchase of an equity interest in any Facility upon exercise of the Option shall be evidenced by a separate written agreement. Upon completion of the purchase of any such Facility, UCC and UUA shall enter into a separate agreement to manage and operate such Facilities.

b. Equity. As UCC anticipates obtaining direct equity in some of UUA’s other projects or may otherwise acquire an interest in UUA, UCC shall retain shareholder rights in connection with any shares of UUA or interests in any project companies owned by UUA subsequently acquired, which shall be independent of this Addendum or the Consultancy Agreement. Such rights may include, but are not limited to, the right to dividends, the right to vote, and the right to acquire additional shares.”

2.     Amendment of Consultancy Fee and Expenses. Section 3 of the Consultancy Agreement relating to “Consultancy Fee and Expenses” shall be amended, restated and replaced in its entirety with the following provisions:

“3. Consultancy Fee and Expenses

a. Consultancy Fee. In consideration of the Services to be rendered hereunder, UUA shall pay Consultant a Consultancy Fee at the rates and pursuant to the procedures set forth in Exhibit B (the “Consultancy Fee”).

b. Expenses. Consultant shall be entitled to reimbursement for all pre-approved expenses reasonably incurred in the performance of the Services, upon submission and approval of written statements and receipts in accordance with the then regular procedures of UUA.

c. Payment. The Consultant shall submit to UUA a monthly invoice detailing the Services performed and expenses incurred during the preceding month and the amount due. All such invoices shall be due and payable within thirty (30) calendar days after receipt thereof by UUA.

d. Hourly Fees Cap. UUA shall be entitled to set a monthly cap on hourly fees. Consultant may not bill UUA hourly fees for a total amount exceeding the current cap on hourly fees, forfeits the right to bill fees exceeding the current cap, and may not carry such fees over into future months. UUA may set, remove, or change the cap on hourly fees by notifying the Consultant in writing at least five (5) days prior to the start of the following month. Said cap will be effective the following month - unless Consultant gives written consent for the change to be effective immediately - and will remain in effect for subsequent months until changed or removed.

e. Equity. In consideration of the Services to be rendered hereunder, UUA shall issue to Consultant that certain amount of equity interests in UUA such that Consultant shall own 18% of the total issued and outstanding equity interests of UUA, as calculated on a post-issuance basis.”

3. Term

a. Term. This Second Addendum will remain in effect for the Term of the Consultancy Agreement, including any automatic renewals, unless otherwise terminated.

4. Miscellaneous

a. Effect of Second Addendum. Except as amended as set forth above, the Consultancy Agreement and the First Addendum shall continue in full force and effect.

b. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Consultancy Agreement.

*               *               *               *

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SIGNATURES

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by their authorized representatives as of the date first written above.

United Utilities Authority, Ltd.		United Capital Consultants, Inc.
By:	/s/ Robert A. Buss	By:	/s/ Clayton F. Patterson
Name:	Mr. Robert A. Buss	Name:	Mr. Clayton F. Patterson
Title:	Vice President	Title:	Chief Executive Officer

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