10-Q 1 f10q0619_unitedcapital.htm QUARTERLY REPORT

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

 

or

 

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. 000-55741

 

 

 

UNITED CAPITAL CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   81-4625084
(State or other jurisdiction of   (I.R.S. Employer
 incorporation or organization)   Identification No.)

 

3210 East Coralbell Avenue

Mesa, Arizona 85204

(Address of principal executive offices) (zip code)

 

480-666-4116
(Registrant’s telephone number, including area code)

 

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 ☒    No ☐

 

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

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller Reporting Company
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(1) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No ☒

 

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

  

As of August 12, 2019, the Company had 4,470,418 shares of its common stock, par value $.0001 per share, issued and outstanding.

   

 

 

 

 

UNITED CAPITAL CONSULTANTS, INC.
TABLE OF CONTENTS

  

PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements  
  Balance Sheets, June 30, 2019 and December 31, 2018 (unaudited) 1
  Statements of Operations, Three and Six Months Ended June 30, 2019 and 2018 (unaudited) 2
  Statements of Changes in Stockholders’ Equity, Three and Six Months Ended June 30, 2019 and 2018 (unaudited) 3
  Statements of Cash Flows, Six Months Ended June 30, 2019 and 2018 (unaudited) 4
  Notes to Financial Statements (unaudited) 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls and Procedures 11
     
PART II. OTHER INFORMATION  
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 5. Other Information 12
Item 6. Exhibits 12

  

i

 

 

UNITED CAPITAL CONSULTANTS, INC.

CONDENSED BALANCE SHEETS

As of June 30, 2019 and December 31, 2018

(Unaudited)

  

   June 30,   Dec 31, 
   2019   2018 
ASSETS        
Current Assets        
         
Cash  $41,219   $175,219 
           
Total Current Assets  $41,219   $175,219 
           
Deposits  $65,000   $- 
           
Total Assets  $106,219   $175,219 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
           
Total Liabilities  $-   $- 
           
Stockholders’ Equity          
           
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding at June 30, 2019 and December 31, 2018   -    - 
           
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,470,418 and 4,970,418 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively   447    497 
           
Additional paid-in capital   180,767    200,717 
           
Accumulated deficit   (74,995)   (25,995)
           
Total stockholders’ equity   106,219    175,219 
           
Total Liabilities and Stockholders’ Equity  $106,219   $175,219 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

  

1

 

 

UNITED CAPITAL CONSULTANTS, INC. 

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

   June 30   June 30   June 30   June 30 
   2019   2018   2019   2018 
   3 Months Ended   3 Months Ended   6 Months Ended   6 Months Ended 
                 
Revenue  $-   $-   $1,000   $- 
                     
Cost of revenue   -    -    -    - 
                     
Gross profit   -    -    1,000    - 
                     
Operating expenses   30,000    1,550    50,000    2,494 
                     
Loss before income taxes   (30,000)   (1,550)   (49,000)   (2,494)
                     
Income tax expense   -    -    -    - 
                     
Net loss  $(30,000)  $(1,550)  $(49,000)  $(2,494)
                     
Loss per share – basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average shares – basic and diluted   4,470,418    8,131,869    4,558,816    14,000,000 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

  

2

 

 

UNITED CAPITAL CONSULTANTS, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Six Months Ended June 30, 2019 and 2018(Unaudited)

  

       Additional       Total 
   Common Stock   Paid-in   Accumulated   Stockholders’ 
   Shares   Amount   Capital   Deficit   Equity 
                     
Balance, Dec. 31, 2017   20,000,000   $2,000   $1,851   $(4,851)  $(1,000)
                          
Net loss   -    -    -    (944)   (944)
                          
Stockholder contributions for Company expenses   -    -    694    -    694 
                          
Balance, March 31, 2018   20,000,001   $2,000   $2,545   $(5,795)  $(1,250)
                          
Stockholder contributions for Company expenses   -    -    2,800    -    2,800 
                          
Stock reacquired and cancelled   (19,500,000)   (1,950)   1,950    -    - 
                          
Common stock issued for cash   4,500,001    450    -    -    450 
                          
Net loss   -    -    -    (1,550)   (1,550)
                          
Balance, June 30, 2018   5,000,001   $500   $7,295   $(7,345)  $450 
                          
Balance, Dec. 31, 2018   4,970,418   $497   $200,717   $(25,995)  $175,219 
                          
Stock repurchased and cancelled   (500,000)   (50)   (24,950)   -    (25,000)
                          
Net loss   -    -    -   (19,000)   (19,000)
                          
Balance, March 31, 2019   4,470,418   $447   $175,767   $(44,995)  $131,219 
                          
Stockholder contributions for Company expenses   -    -    5,000    -    5,000 
                          
Net loss   -    -    -    (30,000)   (30,000)
                          
Balance, June 30, 2019   4,470,418   $447   $180,767   $(74,995)  $106,219 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

  

3

 

 

UNITED CAPITAL CONSULTANTS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

   June 30   June 30 
   2019   2018 
   6 Months Ended   6 Months Ended 
         
OPERATING ACTIVITIES        
         
Net loss  $(49,000)  $(2,494)
           
Adjustments to reconcile net loss to net cash (used in) operating activities:          
Expenses paid by Stockholder and contributed as capital   5,000    3,494 
           
Changes in operating assets and liabilities:          
Decrease in accrued liabilities   -    (1,000)
Increase in deposits   (65,000)   - 
           
Net Cash (used in) Operating Activities  $(109,000)  $- 
           
INVESTMENT ACTIVITIES          
           
Net Cash Provided by (used in)          
Investing Activities   -    - 
           
FINANCING ACTIVITIES          
           
Repurchase of common stock   (25,000)   - 
Proceeds from sale of common stock   -    450 
           
Net Cash Provided by (used in)          
Financing Activities   (25,000)   450 
           
Net Cash Increase (decrease) for Period   (134,000)   450 
           
Cash at Beginning of Period   175,219    - 
           
Cash at End of Period  $41,219   $450 
           
SUPPLEMENTAL DISCLOSURES          
           
Cash paid for:          
Interest  $-   $- 
Income taxes  $-   $- 
           
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES          
           
Common stock reacquired and cancelled  $-   $1,950 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

  

4

 

 

UNITED CAPITAL CONSULTANTS, INC.

Notes to Condensed Financial Statements

For the Three and Six Months Ended June 30, 2019 and 2018

(Unaudited)

  

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

United Capital Consultants, Inc. (the “Company”) was incorporated as Thicket Sound Acquisition Corporation on December 7, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. In April 2018, the Company implemented a change of control by issuing shares to a new shareholder, 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 in control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Thicket Sound Acquisition Corporation to United Capital Consultants, Inc.

 

Pursuant to the change in control and the Form 8-K filed on August 1, 2018, the Company intends to further develop as a business development and management company. The Company has entered into contracts with three foreign firms and intends to specialize in supporting the development and growth of its clients through counsel, training, and other support, and anticipates that it will accept clients in a variety of industries based on potential for growth and profitability. Per the Form 8-K filed on November 16, 2018, the Company has entered into an agreement with an additional third party to assist in providing such services. The Company intends to support its clients in evaluating and improving the client’s business plan, management methods, and capital raising structures and techniques. The Company anticipates that it will obtain an equity position in its clients and potentially engage in business activities to create business verticals synergistic in nature to its clients’ operations.

 

On May 7, 2019, in connection with its agreement with United Utilities Authority (“UUA”) and the Company’s goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations, the Company placed a deposit towards the purchase of STEEM Inc. Co. Ltd., a Special Project Vehicle Company that owns and operates a 2 Megawatt solar farm in Thailand (see Note 3).

 

In connection with the deposit placed on May 7, 2019 and pursuant to the Form 8-K filed on May 23, 2019 and subsequently on July 10, 2019, the Company has since entered into two amendments to its agreement with UUA, granting the Company an 18% equity stake in UUA in exchange for its services, and the right to invest in 60 Megawatts of solar farms in UUA’s pipeline. UUA will act as the operator of said solar assets. This development will allow the Company to further develop operations in according to its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such 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 financial statements. The Company chose December 31st as its fiscal year end.

 

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2018. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019.

  

5

 

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with U.S. 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company had $41,219 and $175,219 in cash and cash equivalents as of June 30, 2019, and December 31, 2018, respectively.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2019 or December 31, 2018.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred 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 June 30, 2019, and December 31, 2018, there were no deferred taxes due to the uncertainty of the realization of net operating losses or carry forwards prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution when anti-dilutive and is computed by dividing net loss by the weighted average number of common shares 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 June 30, 2019 and December 31, 2018, there were no outstanding potentially dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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 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:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

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.

 

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. As of June 30, 2019 and December 31, 2018, the Company does not have any such instruments.

  

6

 

 

REVENUE RECOGNITION

 

The Company currently generates revenue through rendering business development and management consulting services tailored to client needs. Consulting services are provided on an as-needed basis per the request of clients with whom the Company has Consultancy Agreements in place.

 

The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identify the contract, (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price, (v) recognize revenue as performance obligations are satisfied.

 

Concentration of Revenue by Customer 

 

The Company’s concentration of revenue for individual customers above 10% are as follows:

 

  VARS: 100%

 

Concentration of Revenue by Country:

 

  Thailand: 100%

 

The Company attributes revenue from external customers to individual countries based upon the responsibility of the Company to fulfill the sales obligation from which the actual service is provided.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

The Company has evaluated Recent Accounting Pronouncements and has determined that all such pronouncements either do not apply or their impact is insignificant to the financial statements.

 

NOTE 2 - GOING CONCERN

 

The Company has generated limited revenue since inception to date and has sustained an operating loss of $49,000 for the six months ended June 30, 2019. The Company had working capital of $41,219 and an accumulated deficit of $74,995 as of June 30, 2019, and working capital of $175,219 and an accumulated deficit of $25,995 as of December 31, 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from capital to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from capital or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

  

7

 

 

NOTE 3 - DEPOSITS

 

As of June 30, 2019 and December 31, 2018, the balance of deposits was $65,000 and $0, respectively, which related to the pending purchase of STEEM Inc. Co. Ltd., a Thai Limited Company operating as a Special Project Vehicle (SPV) for a 2 MW solar farm. The deposit secured the opportunity for the Company to purchase the SPV without competition and while allotting an unspecified period of time for the Company and its affiliates to conduct due diligence and prepare a purchase agreement. Should a purchase agreement not be entered, the deposit will be refunded in full. UUA is a related party of the Company (see Note 5).

 

NOTE 4 - STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2019 and December 31, 2018, there were 4,470,418 and 4,970,418 shares of common stock issued and outstanding, respectively. As of June 30, 2019 and December 31, 2018, no shares of preferred stock were issued and outstanding.

 

On December 7, 2016, the Company issued 20,000,000 founders shares of common stock at par to two directors and officers for legal services provided to the Company. On April 18, 2018, 19,500,000 of those shares were returned to the Company and cancelled concurrently with the issuance of 4,500,001 new shares at par for $450 to the Company’s newly-elected officers and directors, resulting in a change in control.

 

During August and September 2018, the Company sold to independent investors 90,417 shares of common stock ranging in price from $.0004 to $5.00 for total proceeds of $188,931.

 

In August 2018, the Company purchased and immediately cancelled 120,000 shares of its issued and outstanding common stock at par for $12 from three unrelated shareholders.

 

In February 2019, the Company purchased and immediately cancelled 500,000 shares of its issued and outstanding common stock at $.05 for $25,000.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

On July 18, 2018, the Company entered into a Consultancy Agreement with United Utilities Authority, Ltd., a company based in Thailand (“UUA”), to provide management consulting services (the “UUA Agreement”). UUA is a private utility located in Thailand that emphasizes renewable energy projects. The Company has been engaged by UUA to assist in management consulting and to prepare for expansion as UUA begins projects in developing countries. In exchange for the services to be rendered to UUA, the Company will be paid management consulting and training fees as well as fees based on capital raised for the benefit of UUA. The UUA Agreement will remain in effect for a term of ten (10) years unless otherwise terminated and shall then be renewed automatically for succeeding terms of three (3) years each until terminated. The UUA Agreement may be terminated upon 90 days’ written notice by either party, immediately upon notice of material breach, immediately upon the insolvency of either party, immediately in the event of force majeure or upon completion go the services to be rendered by the Company.

 

On May 7, 2019, in connection with the Company’s agreement with UUA and its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations, the Company placed a $65,000 deposit towards the purchase of STEEM Inc. Co. Ltd., a Special Project Vehicle Company that owns and operates a 2 Megawatt solar farm in Thailand (see Note 3).

 

In connection with the deposit placed on May 7, 2019 and pursuant to the Form 8-K filed on May 23, 2019 and subsequently on July 10, 2019, the Company has since entered into two amendments to its agreement with UUA, granting the Company the right to invest in 60 Megawatts of solar farms in UUA’s pipeline and the right to obtain an 18% equity stake in UUA in exchange for its services upon completing the acquisition of the first project in its pipeline. UUA will act as the operator of said solar assets. This development will allow the Company to further develop operations in according to its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations. Clayton Patterson and Harold Patterson, the officers and directors of the Company, are also employees of UUA.

  

NOTE 6 - Subsequent Events

 

The Company has evaluated subsequent events from the balance sheet date through the date these financial statements were issued, and has determined that the following event was required for disclosure in accordance with ASC 855 Subsequent Events. 

 

In connection with the deposit placed on May 7, 2019 and pursuant to the Form 8-K filed on July 10, 2019, the Company has entered into an amendment to its agreement with UUA, granting the Company an 18% equity stake in UUA in exchange for its services, and amending the right to invest in 60 Megawatts of solar farms in UUA’s pipeline to specify that per Thai law, said investment may not exceed 49% of outstanding shares in any project company. The equity shares granted in UUA will be transferred during the process of acquiring the first solar asset. UUA will act as the operator of said solar assets.

  

8

 

 

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

 

The following discussion should be read in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

 

Certain information included herein contains statements that may be considered forward-looking statements, such as statements 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 significantly affect anticipated 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 Company’s industry, the success of our business development, marketing and sales activities, vigorous competition in the Company’s 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 or the administration of such laws.

 

Overview

 

United Capital Consultants, Inc. (“UCC” or the “Company”) was incorporated as Thicket Sound Acquisition Corporation on December 7, 2016, under the laws of the state of Delaware. The business purpose of the Company is to provide business development and management consulting services.

 

The Company originated as a blank check company and qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012; provided, as of July 2018, the Company has commenced operations by entering into a series of agreements to provide management consulting services and has ceased to be a “shell company,” as that term is defined in Rule 12b-2 of the Securities Exchange Act.

 

On April 19, 2018, the Company effected a change in control by the redemption of 19,500,000 shares of the then outstanding 20,000,000 shares of common stock and the issuance of 4,500,001 shares of common stock to a group of investors, at a purchase price of $0.0001 per share. Messrs. James Cassidy and James McKillop, the then-officers and directors of the Company, resigned and Clayton Patterson and Harold Patterson were named as its officers and directors. Pursuant to the change in control, the Company changed its name to United Capital Consultants, Inc. The Company filed Current Reports on Form 8-K to disclose the change of control and the change of name. Furthermore, in the first quarter of 2019, the shares of common stock held by Messrs. James Cassidy and James McKillop, the former officers and directors of the Company, were repurchased a price per share of $0.05 per share.

 

For the six months ended June 30, 2019, the Company generated net revenues of $1,000 and sustained a net loss of $49,000. As of June 30, 2019, the Company had an accumulated deficit of $74,995.

 

For the period ended December 31, 2018, the Company’s independent auditors issued a report expressing substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability. 

  

9

 

 

Liquidity and Capital Resources

 

The Company had a cash balance of $41,219 and $175,219 as of June 30, 2019 and December 31, 2018, respectively.

 

Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff, and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company has generated minimal revenues since its inception and there is no assurance of future revenues.

 

The Company’s proposed activities will necessitate significant uses of capital beyond 2019.

 

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. The Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s continuing operating requirements. Management anticipates that the Company will require a minimum of $100,000 for the next 12 months to fund its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate the Company’s business of selling and distributing its services. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable profitability.

 

Discussion of the Three Months ended June 30, 2019 as compared to the Three Months ended June 30, 2018

 

Net revenues during the three months ended June 30, 2019 and June 30, 2018 were $0.

 

During the three months ended June 30, 2019, the Company recorded general and administrative expenses of $30,000, as compared to general and administrative expenses of $1,550 for the three months ended June 30, 2018. These increases in costs largely resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

 

During the three months ended June 30, 2019, the Company posted a net loss of $30,000 as compared to net loss of $1,550 for the three months ended June 30, 2018. The increase in net loss resulted from an increase in legal and other professional fees of the expansion of the Company’s business and the commercialization of its services.

 

Discussion of the Six Months ended June 30, 2019 as compared to the Six Months ended June 30, 2018

 

Net revenues during the six months ended June 30, 2019 were $1,000 as compared to net revenues for the six months ended June 30, 2018 of $0. The increase resulted from commencement of consulting activities in furtherance of its business plan.

 

During the six months ended June 30, 2019, the Company recorded general and administrative expenses of $50,000, as compared to general and administrative expenses of $2,494 for the six months ended June 30, 2018. These increases in costs largely resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

 

During the six months ended June 30, 2019, the Company posted a net loss of $49,000 as compared to net loss of $2,494 for the six months ended June 30, 2018. The increase in net loss resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

 

Liquidity and Capital Resources

 

For the six months ended June 30, 2019, the Company used cash in operating activities of $109,000. During such period, the Company also used cash in financing activities of $25,000. In comparison, for the six months ended June 30, 2018, the Company used cash in operating activities of $0 and generated cash from financing activities of $450.

  

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The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

 

Off-Balance Sheet Arrangements

 

The Company has 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.

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

  

Revenue

 

The Company generates revenue from selling its business development and management consulting services. During the six months ended June 30, 2019, the Company generated $1,000 in revenue from its consulting services.

  

Critical Accounting Policies

  

In presenting our interim condensed financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. However, the majority of our businesses operate in environments where we are paid a fee for services performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

  

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by a smaller reporting company.

 

ITEM 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report by the Company’s principal executive officer (who is also the principal financial officer) in consultation with an outside accounting advisor.

 

Based upon that evaluation, the Company’s principal executive officer has concluded that the Company’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

The Company intends to engage outside accounting advisors to assist the Company in implementing effective disclosure controls and procedures.

 

Changes in Internal Controls

 

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

  

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PART II -- OTHER INFORMATION

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There are no sales of unregistered securities to report that have not been previously included in the Company’s past Quarterly Reports on Form 10-Q.

 

ITEM 5. OTHER INFORMATION

 

No Changes in Nomination Procedures

 

During the quarter covered by this Report, there were not any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

Exhibit No.   Description
     
3.1   Certificate of Incorporation (filed as an exhibit to the Form 10-12G dated January 18, 2017)
3.2   Bylaws (filed as an exhibit to the Form 10-12G dated January 18, 2017)
3.3   Sample stock certificate (filed as exhibit to the Form 10-12G filed January 18, 2017)
10.1   Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd. (filed as an exhibit to the Form 8-K dated August 1, 2018)
10.2   Client Consulting Agreement between United Capital Consultants, Inc. and ProchongkijKornchong(filed as an exhibit to the Form 8-K dated August 1, 2018)
10.3   Client Consulting Agreement between United Capital Consultants, Inc. and VARS Co. Ltd.(filed as an exhibit to the Form 8-K dated August 1, 2018)
10.4   Teaming Agreement between United Capital Consultants and MAV Capital (filed as an exhibit to the Form 8-K dated November 16, 2018)
31.1*   Rule 15d-14(a) Certification by Principal Executive Officer
31.2*   Rule 15d-14(a) Certification by Principal Financial Officer
32.1*   Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith

  

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 12, 2019.

  

  UNITED CAPITAL CONSULTANTS, INC.
     
  By: /s/ Clayton Patterson
    Title: President
(Principal Executive Officer)
     
  By: /s/ Harold Patterson
   

Title: Chief Financial Officer

(Principal Financial Officer)

     
  By: /s/ Harold Patterson
    Title: Chief Financial Officer
(Principal Accounting Officer)

  

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, on August 12, 2019.

 

  By: /s/ Clayton Patterson
  Title:  Chief Executive Officer
(Principal Executive Officer)
     
  By: /s/ Harold Patterson
  Title:  Treasurer
(Principal Financial Officer)
     
  By: /s/ Harold Patterson
  Title:  Treasurer
(Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.

  

Signature   Capacity   Date
         
/s/ Clayton Patterson   Director   August 12, 2019
         
/s/ Harold Patterson   Director   August 12, 2019

  

   

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