UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended ended: September 30, 2017
OR
[ ]2021
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 number 000-55741
THICKET SOUND ACQUISITION CORPORATION
(ExactFile No. 000-55740
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.)
9454 Wilshire Blvd. #612
Beverly Hills, CA 90212
(Address
Delaware | 81-4625084 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3210 E. Coralbell Ave.
Mesa,AZ85204
(Address of principal executive offices) (zip code)
310-888-1870
(Registrant's
Registrant’s telephone number, including area code)
code: 480-666-4116
Securities registered pursuant to Section 12(b) of the Act: None
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.days). Yes X☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer,"
"accelerated filer"” “accelerated filer,” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, X
(do not check if a smaller reporting company)
Indicateindicate 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 X☐ No Indicate☒
As of November 19, 2021, the numberCompany had 4,505,418 shares of shares outstanding of each of the issuer's
classes ofits common stock, as of the latest practicable date.
Class Outstanding at
November 14, 2017
Common Stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
__________________________________________________________________________
$.0001 per share, issued and outstanding.
UNITED CAPITAL CONSULTANTS INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNITED CAPITAL CONSULTANTS INC.
CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets asBALANCE SHEETS
As of September 30, 2017
(unaudited)2021 and December 31, 2016 2
Condensed Statements2020
(Unaudited)
| September 30, 2021 |
| December 31, 2020 | |||
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash |
| $ | 2,215 |
| $ | 1,668 |
Total current assets |
|
| 2,215 |
|
| 1,668 |
|
|
|
|
|
|
|
Deposits - related party |
|
| 65,000 |
|
| 65,000 |
|
|
|
|
|
|
|
Total assets |
| $ | 67,215 |
| $ | 66,668 |
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
Accrued liabilities |
|
| 50,000 |
|
| 35,000 |
Total liabilities |
| $ | 50,000 |
| $ | 35,000 |
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding |
|
| - |
|
| - |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,505,418 and 4,500,318 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
|
| 451 |
|
| 450 |
Additional paid-in capital |
|
| 357,263 |
|
| 331,764 |
Accumulated deficit |
|
| (340,499) |
|
| (300,546) |
Total stockholders’ equity |
|
| 17,215 |
|
| 31,668 |
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ | 67,215 |
| $ | 66,668 |
The accompanying notes are an integral part of Operations forthese unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months and Nine Months Ended September 30, 2017 (unaudited) 3
Condensed Statement2021 and 2020
(Unaudited)
| Three Months Ended, September 30, |
| Nine Months Ended, September 30, | ||||||||
2021 |
| 2020 |
| 2021 |
| 2020 | |||||
|
|
|
|
|
|
|
|
|
| ||
Revenue | $ | - |
| $ | - |
| $ | - |
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
| 11,553 |
|
| 27,622 |
|
| 39,953 |
|
| 106,839 |
Total operating expenses |
| 11,553 |
|
| 27,622 |
|
| 39,953 |
|
| 106,839 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
| (11,553) |
|
| (27,622) |
|
| (39,953) |
|
| (106,839) |
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
EIDL advance |
| - |
|
| - |
|
| - |
|
| 2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes |
| (11,553) |
|
| (27,622) |
|
| (39,953) |
|
| (104,839) |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
| - |
|
| - |
|
| - |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss | $ | (11,553) |
| $ | (27,622) |
| $ | (39,953) |
| $ | (104,839) |
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share - basic and diluted | $ | (0.00) |
| $ | (0.01) |
| $ | (0.01) |
| $ | (0.02) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares - basic and diluted |
| 4,503,782 |
|
| 4,496,220 |
|
| 4,502,401 |
|
| 4,491,704 |
The accompanying notes are an integral part of Cash Flows forthese unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited)
| Common Stock |
|
|
| |||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | |||||
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 | 4,477,418 | $ | 448 | $ | 217,266 | $ | (141,495) | $ | 76,219 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 11,000 |
| 1 |
| 54,999 |
| - |
| 55,000 |
Net loss | - |
| - |
| - |
| (45,289) |
| (45,289) |
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2020 | 4,488,418 | $ | 449 | $ | 272,265 | $ | (186,784) | $ | 85,930 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 3,500 |
| - |
| 17,500 |
| - |
| 17,500 |
Net loss | - |
| - |
| - |
| (31,928) |
| (31,928) |
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2020 | 4,491,918 | $ | 449 | $ | 289,765 | $ | (218,712) | $ | 71,502 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 4,400 |
| 1 |
| 21,999 |
| - |
| 22,000 |
Net loss | - |
| - |
| - |
| (27,622) |
| (27,622) |
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2020 | 4,496,318 | $ | 450 | $ | 311,764 | $ | (246,334) | $ | 65,880 |
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 | 4,500,318 | $ | 450 | $ | 331,764 | $ | (300,546) | $ | 31,668 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 1,500 |
| - |
| 7,500 |
| - |
| 7,500 |
Net loss | - |
| - |
| - |
| (7,870) |
| (7,870) |
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021 | 4,501,818 | $ | 450 | $ | 339,264 | $ | (308,416) | $ | 31,298 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 1,000 |
| - |
| 5,000 |
| - |
| 5,000 |
Net loss | - |
| - |
| - |
| (20,530) |
| (20,530) |
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2021 | 4,502,818 | $ | 450 | $ | 344,264 | $ | (328,946) | $ | 15,768 |
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash | 2,600 |
| 1 |
| 12,999 |
| - |
| 13,000 |
Net loss | - |
| - |
| - |
| (11,553) |
| (11,553) |
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2021 | 4,505,418 | $ | 451 | $ | 357,263 | $ | (340,499) | $ | 17,215 |
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30, 2017 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5-8
______________________________________________________________________
THICKET SOUND ACQUISITION CORPORATION2021 and 2020
(Unaudited)
|
| Nine Months Ended September 30, | ||||
| 2021 |
| 2020 | |||
|
|
|
|
| ||
OPERATING ACTIVITIES |
|
|
|
|
|
|
Net loss |
| $ | (39,953) |
| $ | (104,839) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Increase in accrued liabilities |
|
| 15,000 |
|
| - |
Net cash used in operating activities |
|
| (24,953) |
|
| (104,839) |
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
| - |
|
| - |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from sale of common stock |
|
| 25,500 |
|
| 94,500 |
Net cash provided by financing activities |
|
| 25,500 |
|
| 94,500 |
|
|
|
|
|
|
|
Net cash increase (decrease) in period |
|
| 547 |
|
| (10,339) |
|
|
|
|
|
|
|
Cash, beginning of period |
|
| 1,668 |
|
| 11,219 |
|
|
|
|
|
|
|
Cash, end of period |
| $ | 2,215 |
| $ | 880 |
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures: |
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
Interest |
| $ | - |
| $ | - |
Income taxes |
| $ | - |
| $ | - |
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
NOTES TO CONDENSED BALANCE SHEETS
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Thicket Sound Acquisition Corporation
United Capital Consultants, Inc. (the "Company"“Company” or “UCC”) was incorporated 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 developmentalstart-up stage since inception and its operations to date have been
limited toinception. In April 2018, 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 originalthen existing officers and directors.
In connection with the change in control, the shareholders of the Company and filingits 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 began to develop as a registration statementbusiness development and management company. The Company entered into contracts with three foreign firms 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 entered an agreement with an additional third party to assist in providing such services. The Company has since shifted its focus to emphasize cooperation with United Utilities Authority (“UUA”), a related party (Note 4), in the renewable energy sector. 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 UUA, 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 4).
In connection with the deposit placed on May 7, 2019, the Company has since entered into two amendments to its agreement with UUA (as reported in the Company’s Current Reports on Form 10.
The8-K filed on May 23, 2019 and July 10, 2019), granting the Company will attempt to locatea potential equity stake in UUA in exchange for its services (which have not yet been issued and negotiate with a business entity
forshall be conveyed upon completing the combination of that target company with the Company. The
combination will normally take the formfirst acquisition/development of a merger, stock-for-stock
exchange or stock-for-assets exchange.
In most instancesproject in UUA’s pipeline) and granting the target company will wishCompany the right to structure the business
combination to be within the definitioninvest in 60 Megawatts of a tax-free reorganization under
Section 351 or Section 368solar farms in UUA’s pipeline in an amount which (as required by Thai law) shall not exceed 49% of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successfulissued and outstanding shares in locating or negotiating with any targetproject company. The Company has been
formedidentified a local attorney to providestructure ownership to protect voting and economic rights in the projects for investors. 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.
On April 27, 2020, the Company entered into an agreement with Westwood Capital LLC (“Westwood”), a methodNew York-based investment bank regulated by the United States Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The agreement engages Westwood to raise funds for the acquisition of operating renewable energy assets in Southeast Asia, which UCC intends to manage for investors in exchange for a foreign or domestic privatemanagement fee. Pursuant to this agreement, the Company’s business model has been adjusted to focus solely on the energy sector and development, acquisition, and management of renewable energy assets for the foreseeable future.
On August 31, 2021, the Company entered into a Consulting Agreement with Energy Zero Solutions LLC (“EZS”), a North Carolina limited liability company, pursuant to become a reporting companywhich UCC shall provide consulting services in connection with EZS’s performance under its contract with a classreputable solar EPC firm regarding certain solar energy projects. As compensation for Services, EZS will pay UCC fifty percent (50%) of securities registered underany payments received related to the Securities Exchange Actprojects. The initial term of 1934.
the Agreement commenced starting August 18, 2021, and shall continue indefinitely until it is terminated by mutual agreement of the Parties as evidenced in a writing executed by both parties. As of September 30, 2021, services have consisted of introducing one client and performing preliminary site studies and inspections. Revenues will be achieved upon completion of solar installation at the client’s premises.
UNITED CAPITAL CONSULTANTS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited)
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensedCompany’s financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company'sCompany’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 ("GAAP"(“U.S. GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements. The Company chose December 31 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 presentincluded in annual financial statements prepared in accordance with accounting principles
generally acceptedU.S. GAAP have been condensed or omitted in the United States of America ("U.S. GAAP") were
omitted pursuant toaccordance 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, 2020. Operating results for the three and nine months ended September 30, 20172021 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.
2021.
USE OF ESTIMATES
The preparation of unaudited condensed 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
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 did not havehad $2,215 in cash and $1,668 cash equivalents as of September 30, 20172021 and December 31, 2016,2020, 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 September 30, 2017 and2021 or December 31, 2016, respectively.
5
______________________________________________________________________
THICKET SOUND ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
2020.
INCOME TAXES
Under ASC 740, "Income“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 September 30, 20172021 and December 31, 2016,2020, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
UNITED CAPITAL CONSULTANTS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited)
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 reflectreflects 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 September 30, 20172021 and December 31, 2016,2020, there arewere 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 unaudited condensed 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 unaudited
condensed 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 September 30, 2021, and December 31, 2020, the Company does not have any such instruments.
REVENUE
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
When the Company enters into a contract, the Company analyzes the services required to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").
The new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented.
The Company has evaluated Recent Accounting Pronouncements and has determined that all such pronouncements either do not apply or their impact is currently
evaluatinginsignificant to the impact of adopting ASU 2016-18, which will only impact
the Company if it has restricted cash in the future.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic
230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-
15"). ASU 2016-15 will make eight targeted changes to how cash receipts and
cash payments are presented and classified in the statement of cash flows.
ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.
The new standard will require adoption on a retrospective basis unless it
is impracticable to apply, in which case it would be required to apply the
amendments prospectively as of the earliest date practicable. The Company
is currently in the process of evaluating the impact of ASU 2016-15 on its
condensed financial statements.
In August 2014,
UNITED CAPITAL CONSULTANTS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern". This standard is
intended to define management's responsibility to evaluate whether there is
substantial doubt about an organization's ability to continue as a going
concernThree and to provide related footnote disclosures. Under U.S. GAAP,
financial statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except in limited
circumstances. Financial reporting under this presumption is commonly
referred to as the going concern basis of accounting. The going concern
basis of accounting is critical to financial reporting because it
establishes the fundamental basis for measuringNine Months Ended September 30, 2021 and classifying assets and
liabilities. Currently, U.S. GAAP lacks guidance about management's
responsibility to evaluate whether there is substantial doubt about the
organization's ability to continue as a going concern or to provide related
footnote disclosures. This ASU provides guidance to an organization's
management, with principles and definitions that are intended to reduce
diversity in the timing and content of disclosures that are commonly
provided by organizations today in the financial statement footnotes.
The amendments are effective for annual periods ending after December 15,
2016, and interim periods within annual periods beginning after December 15,
2016. Early application is permitted for annual or interim reporting periods
for which the financial statements have not previously been issued.
Management believes that the impact of this ASU to the Company's financial
statements would be insignificant.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
2020
(Unaudited)
NOTE 2 - GOING CONCERN
The Company has not yet generated anylimited revenue since inception to date and has sustained an operating loss of $1,289 during$39,953 for the nine months ended September 30, 2017.2021. The Company had a negative working capital deficit of $750$48,785 and an accumulated deficit of $4,601$340,499 as of September 30, 20172021, and a negative working capital deficit of $1,000$33,332 and an accumulated deficit of $3,312$300,546 as of December 31, 2016.2020. The Company'sCompany’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operationscapital to meet its obligations and/or obtaining additional financing from its shareholdersmembers or other sources, as may be required.
The accompanying unaudited condensed 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'sCompany’s ability to do so. The
unaudited condensed 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.
The Company’s management expects that COVID-19 will delay its plans for project development in Asia.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operationscapital 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.
NOTE 3 - ACCRUED LIABILITIES
As of September 30, 2017 and December 31, 2016, the Company had accrued
professional fees of $750 and $1,000, respectively.
NOTE 4 - STOCKHOLDERS'STOCKHOLDERS’ DEFICIT
On December 7, 2016, the Company issued 20,000,000 founders common
stock to two directors and officers at par for legal services provided to the
Company.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2017,
20,000,0002021 and December 31, 2020, there were 4,505,418 and 4,500,318 shares of common stock issued and outstanding, respectively. As of September 30, 2021 and December 31, 2020, no shares of preferred stock were issued and outstanding.
During the nine months ended September 30, 2021, in Private Placements, the Company sold 5,100 shares of common stock to existing shareholders for $5 per share for total proceeds of $25,500.
During the nine months ended September 30, 2020, the Company sold 18,900 shares of common stock to existing shareholders for $5 per share for total proceeds of $94,500.
UNITED CAPITAL CONSULTANTS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
For the Three and Nine Months Ended September 30, 2021 and 2020
(Unaudited)
NOTE 4 - RELATED PARTY TRANSACTIONS
On July 18, 2018, United Capital Consultants, Inc. (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. UCC 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 of the services to be rendered by the Company. Clayton Patterson and Harold Patterson, the officers and directors of the Company, are also employees of UUA.
On May 7, 2019, in connection with the Company’s agreement with UUA, 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.
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 (as reported in the Company’s Current Reports on Form 8-K filed on May 23, 2019 and July 10, 2019, respectively), granting the Company an 18% equity stake in UUA in exchange for its services (which have not yet been issued and shall be conveyed upon completing the first acquisition of a project in UUA’s pipeline), and granting the Company the right to invest in 60 Megawatts of solar farms in UUA’s pipeline in an amount which shall not exceed 49% of the issued and outstanding shares in any project company. UUA will act as the operator of said solar assets. The Company has identified a local attorney to structure ownership to protect voting and economic rights in the projects for investors. 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.
In January 2021, it was determined that STEEM Inc. Co. Ltd. would not be acquired and the deposit has been applied to the development of a commercial roof top solar project in UUA's pipeline. UCC will act as asset manager while UUA will manage day to day technical operations. This and other projects are currently being evaluated and undergoing due diligence and negotiations in connection with the Agreement which the Company entered into with Westwood Capital on April 27, 2020. Due to the current situation in Thailand as relating to COVID-19, these projects have been significantly delayed.
NOTE 5 - SUBSEQUENT EVENT
ManagementEVENTS
The Company has evaluated subsequent events from the balance sheet date through November 14, 2017, the date which thethese financial statements were available to be issued.
All subsequent events requiring recognition have been incorporated
into these financial statementsissued, and has determined that there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855 "SubsequentSubsequent Events."
7
______________________________________________________________________
ITEM
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Thicket Sound Acquisition CorporationManagement’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our 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. (the "Company"“Company” or “UCC”) was incorporated on December 7, 2016 under the laws of the Statestate of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a blank check company
and qualifies as an "emerging growth company" as definedhas been in the Jumpstart
Our Business Startups Act which became lawstart-up stage since inception. In April 2018, 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 in April, 2012.
Since inceptioncontrol, the Company's operationsshareholders 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 datechange in control and the Form 8-K filed on August 1, 2018, the Company began to develop as a business development and management company. The Company entered into contracts with three foreign firms 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 entered an agreement with an additional third party to assist in providing such services. The Company has since shifted its focus to emphasize cooperation with United Utilities Authority (“UUA”), a related party (Note 4), in the renewable energy sector. 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 UUA, 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. In January 2021, it was determined that STEEM Inc. Co. Ltd. would not be acquired and the deposit has been applied to the development of a commercial roof top solar project in UUA's pipeline. UCC will act as asset manager while UUA will manage day to day technical operations. This and other projects are currently being evaluated and undergoing due diligence and negotiations in connection with the Agreement which the Company entered into with Westwood Capital on April 27, 2020 (please see supra). Due to the current situation in Thailand as relating to COVID-19, these projects have been significantly delayed.
In connection with the deposit placed on May 7, 2019, the Company has since entered into two amendments to its agreement with UUA (as reported in the Company’s Current Reports on Form 8-K filed on May 23, 2019 and July 10, 2019), granting the Company a potential equity stake in UUA in exchange for its services (which have not yet been issued and shall be conveyed upon completing the first acquisition/development of a project in UUA’s pipeline) and granting the Company the right to invest in 60 Megawatts of solar farms in UUA’s pipeline in an amount which (as required by Thai law) shall not exceed 49% of the period
covered by this report have been limitedissued and outstanding shares in any project company. The Company has identified a local attorney to issuing sharesstructure ownership to protect voting and economic rights in the projects for investors. UUA will act as the operator of common stocksaid solar assets. This development
will allow the Company to further develop operations in according to its original shareholders and filinggoal to engage in business activities to create business verticals synergistic in nature to its clients’ operations.
On April 27, 2020, the Company entered into an agreement with Westwood Capital LLC (“Westwood”), a registration statement on Form 10
on January 18, 2017 withNew York-based investment bank regulated by the United States Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The agreement engages Westwood to raise funds for the acquisition of operating renewable energy assets in Southeast Asia, which UCC intends to manage for investors in exchange for a management fee. Pursuant to this agreement, the Company’s business model has been adjusted to focus solely on the energy sector and development, acquisition, and management of renewable energy assets for the foreseeable future.
On August 31, 2021, the Company entered into a Consulting Agreement with Energy Zero Solutions LLC (“EZS”), a North Carolina limited liability company, pursuant to the
Securities Exchange Act of 1934 as amended to registerwhich UCC shall provide consulting services in connection with EZS’s performance under its class of common
stock.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combinationcontract with a target
company.
A combinationreputable solar EPC firm regarding certain solar energy projects. As compensation for Services, EZS will normally takepay UCC fifty percent (50%) of any payments received related to the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368projects. The initial term of the Internal Revenue CodeAgreement commenced starting August 18, 2021, and shall continue indefinitely until it is terminated by mutual agreement of 1986,the Parties as amended.
The most likely target companies are those seeking the perceived
benefits ofevidenced in a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.writing executed by both parties. As of September 30, 20172021, services have consisted of introducing one client and performing preliminary site studies and inspections. Revenues will be achieved upon completion of solar installation at the client’s premises.
For the nine months ended September 30, 2021, the Company had not generated no revenues and had
no income or cash flows from operations since inception. The Company had
sustained a net loss of $1,289 and$39,953. As of September 30, 2021, the Company had an accumulated deficit of $4,601 for$340,499.
For the year ended December 31, 2020, the nine months ended and as of September 30, 2017, respectively.
The Company'sCompany’s independent auditors have issued a report raisingexpressing substantial doubt about the Company'sCompany’s ability to continue as a going concern. At present, the Company has no operations and theThe 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 continue
operations and/orsell its services to successfully locategenerate consistent profitability.
Liquidity and negotiate withCapital Resources
The Company had a business
entitycash balance of $ 2,215 and $1,668 as of September 30, 2021 and December 31, 2020, respectively. For the nine months ended September 30, 2021, the Company used cash in operating activities of $24,953. During such period, the Company also generated cash in financing activities of $25,500 from the sale of common stock. In comparison, for the combination of that target company with the Company.
Management will pay all expenses incurred bynine months ended September 30, 2020, the Company used cash in operating activities of $104,839 and generated cash from financing activities of $94,500 from the sale of common stock.
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 start-up stage until a
change in controlit recently began formal operations. The Company generated limited revenues since its inception and there is effected. no assurance of future revenues.
The Company’s proposed activities will necessitate significant uses of capital beyond 2021.
There is no expectationassurance 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 repaymentdebt or equity, obtain loan financing or develop and consummate other alternative financial plans. The Company plans to rely on its primary shareholders to continue their 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, and allow the Company to achieve overall sustainable profitability.
Discussion of the Three Months ended September 30, 2021 as compared to the Three Months ended September 30, 2020
Revenues during the three months ended September 30, 2021 and 2020 were $0.
During the three months ended September 30, 2021, the Company posted operating expenses of $11,553 as compared to operating expenses of $27,622 for the three months ended September 30, 2020. The decrease in operating expenses resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.
During the three months ended September 30, 2021, the Company posted a net loss of $11,553 as compared to net loss of $27,622 for the three months ended September 30, 2020. The decrease in net loss resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.
Discussion of the Nine Months Ended September 30, 2021 as compared to the Nine Months Ended September 30, 2020
Revenues during the nine months ended September 30, 2021 and 2020 were $0.
During the nine months ended September 30, 2021, the Company posted operating expenses of $39,953 as compared to operating expenses of $106,839 for the nine months ended September 30, 2020. The decrease in net loss resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.
During the nine months ended September 30, 2020, the Company recognized other income from an advance apart of the “Cares Act” through the Economic Injury Disaster Loan program in the amount of $2,000. The advance does not have to be paid back. The Company did not receive this advance during the nine months ended September 30, 2021.
During the nine months ended September 30, 2021, the Company posted a net loss of $39,953 as compared to net loss of $104,839 for the nine months ended September 30, 2020. The decrease in net loss resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.
For the nine months ended September 30, 2021, the Company used cash in operating activities of $24,953. During such expenses.
period, the Company did not use or generate any cash in investing activities and generated cash from financing activities of $25,500 from the sale of stock. In comparison, for the nine months ended September 30, 2020, the Company used cash in operating activities of $104,839. During such period, the Company did not use or generate any cash in investing activities and generated cash from financing activities of $94,500 from the sale of stock.
Off-Balance Sheet Arrangements
The presidentCompany 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 nine months ended September 30, 2021 and 2020, respectively, the Company generated no revenues.
Alternative Financial Planning
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.
Critical Accounting Policies
The financial statements of the Company ishave been prepared in accordance with accounting principles generally accepted in the president, directorUnited States. The preparation of these financial statements requires making estimates and shareholderjudgments that affect the reported amounts of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companiesassets, liabilities, revenues and with introductionsexpenses, 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 financial community.
The Company is in discussion for a possible change in control, The
Company anticipatescircumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that such a change in control will result in new
management and directors of the Company. To date, such change in
control hasare not been finalizereadily apparent from other sources. Actual results may differ from these estimates under different assumptions or effected. When, and if, such change
in control is effected, the Company will file a Form 8-K announcing it.
ITEMconditions.
Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk.
Information not required to be filed by Smallera smaller reporting companies.
ITEMcompany.
Item 4. Controls and Procedures.
Disclosures
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 underby the supervision and with the
participation of the Company'sCompany’s principal executive officer (who is also the principal financial officer).
in consultation with an outside accounting advisor.
Based upon that evaluation, he believesthe Company’s principal executive officer has concluded that the Company'sCompany’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'sCommission’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'sissuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public
The Company intends to engage outside accounting firm regarding internal
control over financial reporting. Management's report was not subjectadvisors to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permitassist the Company to provide only management's
report in this Quarterly Report.
implementing effective disclosure controls and procedures.
Changes in Internal Controls
There was no change in the Company'sCompany’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'sCompany’s internal control over financial reporting.
PART II --- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There are no legal proceedings againstsales of unregistered securities to report that have not been previously included in the Company’s past Quarterly Reports on Form 10-Q other than the below issuances.
In the 3rd quarter of 2021, the Company and the Company
is unaware of such proceedings contemplated against it.
Management is aware that certain current and prior blank check
companies of which Messrs. Cassidy and McKillop, the Company's current
officers and directors, were the officers and directors have received
subpoenas for documents in regard to a formal investigation by the
Securities and Exchange Commission requesting documentation regarding
the share ownership of those companies. Management has no independent
knowledge or information regarding these subpoenas but believes it is part
of a wider review by the SEC.
Management of the Company has also received subpoenas from the
Securities and Exchange Commission in regard to certain of the transactions
and filings for the past five years of certainsold 2,600 shares of its blank check companies.
Management has no independent knowledgeCommon Stock to existing affiliated shareholders for total proceeds of $13,000, or information as to the intent or
purpose of such subpoenas but believes the SEC is investigating whether the
change$5 a share, in control transaction is considered a sale of a security and if so
whether a broker needs to be used to effect the transaction.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000
common shares pursuant toprivate placement transactions that are exempt from registration under Section 4(2)4(a)(2) of the Securities ActAct. The Company used a portion of 1933
at par as follows:
On December 7, the Company issuedproceeds of these sales for administrative purposes in connection with the following sharesoperation of its common stock:
Name Number of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEMbusiness.
Item 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
Other Information
No Changes in Nomination Procedures
During the quarter covered by this Report, there havewere not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM
Item 6. EXHIBITS
(a) Exhibits
31
Exhibit No. | Description | |
Certificate of Incorporation (filed as an exhibit to the Form 10-12G dated January 18, 2017) | ||
Bylaws (filed as an exhibit to the Form 10-12G dated January 18, 2017) | ||
Sample stock certificate (filed as exhibit to the Form 10-12G filed January 18, 2017) | ||
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) | ||
Client Consulting Agreement between United Capital Consultants, Inc. and Prochongkij Kornchong (filed as an exhibit to the Form 8-K dated August 1, 2018) | ||
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) | ||
Teaming Agreement between United Capital Consultants and MAV Capital (filed as an exhibit to the Form 8-K dated November 16, 2018) | ||
Addendum No. 1 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd. (filed as an exhibit to the Form 8-K dated May 28, 2019) | ||
Addendum No. 2 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd. (filed as an exhibit to the Form 8-K dated July 10, 2019) | ||
Engagement Agreement between United Capital Consultants, Inc. and Westwood Capital LLC (filed as an exhibit to the Form 8-K dated May 7, 2020) | ||
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.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-OxleySecurities Exchange Act of 2002
32 Certification of1934, the Chief Executive Officer and Chief
Financial Officer pursuantregistrant has duly caused this report to Section 906 ofbe signed on its behalf by the Sarbanes-Oxley Act of 2002
SIGNATURES
undersigned, thereunto duly authorized, on November 19, 2021.
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.
THICKET SOUND ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated:authorized, on November 20, 2017
19, 2021.
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 | November 19, 2021 | ||
/s/ Harold Patterson | Director | November 19, 2021 |
16