SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended SeptemberJune 30, 2017
2018
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| ☐ | 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
(Exact
| Commission file number | 000-55741 |
UNITED CAPITAL CONSULTANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 81-4625084
(State or other jurisdiction
THICKET SOUND ACQUISITION CORPORATION
(Former name of (I.R.S. Employer
incorporation or organization) Identification No.)
9454 Wilshire Blvd. #612
Beverly Hills, CA 90212
(Addressregistrant as specified in its charter)
| Delaware | 81-4625084 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3210 East Coralbell Avenue
Mesa, Arizona 85204
(Address of principal executive offices) (zip code)
310-888-1870
(Registrant's
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 X☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large“large accelerated filer,"
"accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company X
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
| Large accelerated filer | Accelerated Filer | |
| Non-accelerated filer | Smaller reporting company | ☒ |
| (do not check if a smaller reporting company) | ||
| Indicate by check mark whether the registrant is a shell company | ||
| (as defined in Rule 12b-2 of the Exchange Act). | ||
| Yes ☒ No |
Indicate the number of shares outstanding of each of the issuer'sissuer’s classes of 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
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CONDENSED
| Class | Outstanding at |
| August 20, 2018 |
| Common Stock, par value $0.0001 | 5,000,001 |
| Documents incorporated by reference: | None |
FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2017
(unaudited) and December 31, 2016 2
Condensed Statements of Operations for the Three Months and
Nine Months Ended September 30, 2017 (unaudited) 3
Condensed Statement of Cash Flows for the Nine Months
Ended September 30, 2017 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5-8
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THICKET SOUND ACQUISITION CORPORATION
UNITED CAPITAL CONSULTANTS, INC.
(formerly Thicket Sound Acquisition Corporation)
CONDENSED BALANCE SHEETS
| ASSETS | ||||||||
| June 30, 2018 | December 31, 2017 | |||||||
| Current assets | ||||||||
| Cash | $ | 450 | $ | — | ||||
| Total assets | $ | 450 | $ | — | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accrued liabilities | $ | 0 | $ | 1,000 | ||||
| Total liabilities | $ | 0 | $ | 1,000 | ||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred stock, $0.0001 par value 20,000,000 shares authorized none issued and outstanding at June 30, 2018 and December 31, 2017, respectively | — | — | ||||||
| Common Stock, $0.0001 par value, 100,000,000 shares authorized; 5,000,001 shares issued and outstanding at June 30, 2018 and 20,000,000 shares issued and outstanding at December 31, 2017, respectively | 500 | 2,000 | ||||||
| Additional paid-in capital | 7,295 | 1,851 | ||||||
| Accumulated deficit | (7,345 | ) | (4,851 | ) | ||||
| Total stockholders' equity (deficit) | 450 | (1,000 | ) | |||||
| Total liabilities and stockholders' equity (deficit) | $ | 450 | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS, INC.
(formerly Thicket Sound Acquisition Corporation)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three | For the Three | For the Six | For the Six | |||||||||||||
| Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
| June 30, 2018 | June 30, 2017 | June 30, 2018 | June 30, 2017 | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
| Cost of revenues | — | — | — | — | ||||||||||||
| Gross profit | — | — | — | — | ||||||||||||
| Operating expenses | $ | 1,550 | $ | 250 | $ | 2,494 | $ | 1,039 | ||||||||
| Loss before income taxes | $ | (1,550 | ) | $ | (250 | ) | $ | (2,494 | ) | $ | (1,039 | ) | ||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | $ | (250 | ) | $ | (250 | ) | $ | (2,494 | ) | $ | (1,039 | ) | ||||
| Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average shares - basic and diluted | 8,131,869 | 20,000,000 | 14,000,000 | 20,000,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS, INC.
(formerly Thicket Sound Acquisition Corporation)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six | For the Six | |||||||
| Months Ended | Months Ended | |||||||
| June 30, 2018 | June 30, 2017 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (2,494 | ) | $ | (1,039 | ) | ||
| Non-cash adjustments to reconcile net loss to net cash: | ||||||||
| Expenses paid for by stockholder and contributed as capital | $ | 3,494 | $ | 1,539 | ||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accrued liabilities | $ | (1,000 | ) | $ | 500 | |||
| Net cash provided by (used in)operating activities | $ | — | $ | — | ||||
| Net cash provided by (used in) sale of stock | $ | 450 | $ | — | ||||
| Net increase in cash | — | |||||||
| Cash, beginning of period | 0 | — | ||||||
| Cash, end of period | $ | 450 | $ | — | ||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid during the period for: | ||||||||
| Income tax | $ | — | $ | — | ||||
| Interest | $ | — | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS, INC.
(formerly Thicket Sound Acquisition Corporation)
Notes to Unaudited Condensed Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
United Capital Consultants, Inc. (formerly Thicket Sound Acquisition CorporationCorporation) (the "Company"“Company”) 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 developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders and filingeffecting a registration statement on Form 10.change in control. The Company will attempt to locate and negotiate withhas since begun operations as a business entity
fordevelopment/consulting company.
Subsequent to the combination of that target company withperiod covered by this report, and pursuant to the Company. The
combination will normally takechange in control and 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 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that8-k filed on August 1, 2018, the Company will be successful
in locating or negotiating with any targetintends to further develop as a business development and management company. The Company has been
formedentered contracts with three foreign firms and intends to providespecialize in supporting the development and growth of its clients through counsel, training, and other support and anticipates that it will accept clients in a methodvariety of industries based on potential for a foreign or domestic private companygrowth and profitability. The Company intends to become a reporting company with a class of securities registered undersupport its clients in evaluating and improving the Securities Exchange Act of 1934.
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.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company'sCompany’s unaudited condensed 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"(“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.
Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”) were omitted pursuant to such rules and regulations. The results for the threesix months ended SeptemberJune 30, 20172018 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.
2018.
USE OF ESTIMATES
The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 had $450 in cash and did not have cash equivalents as of SeptemberJune 30, 20172018 and December 31, 2016,2017, 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 SeptemberJune 30, 20172018 and December 31, 2016,2017, respectively.
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THICKET SOUND ACQUISITION CORPORATION
Notes to Unaudited Condensed Financial Statements
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 SeptemberJune 30, 20172018 and December 31, 2016,2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted 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 SeptemberJune 30, 20172018 and December 31, 2016,2017, there are no outstanding 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.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2016,January 2017, the FASB issued Accounting Standards UpdateASU No. 2016-18,
"Statement2017-01, “Business Combinations (Topic 805): Clarifying the Definition of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18")a Business”. The newamendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is intendednot a business. If the screen is not met, the amendments in this ASU first, require that to reduce diversity in practice by adding or
clarifying guidance on classificationbe considered a business, a set must include, at a minimum, an input and presentationa substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effectivewhether a market participant could replace missing elements. These amendments take effect for annualpublic businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented.2019. The Company is currently
evaluatingdoes not expect that the adoption of this guidance will have a material impact of adopting ASU 2016-18, which will only impacton its financial statements.
UNITED CAPITAL CONSULTANTS, INC.
(formerly Thicket Sound Acquisition Corporation)
Notes to Unaudited Condensed Financial Statements
On January 1, 2018 the Company if it has restricted cashadopted guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the future.
contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. Previous practices were broadly consistent with this approach, and the company determined the amount of revenue based on the amounts customer paid or promised to pay.
In August 2016, the FASB issued ASU 2016-15, "Statement“Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("Payments” (“ASU 2016-
15"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, 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
concern 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 measuring 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'sCompany’s condensed 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'sCompany’s present or future financial statements.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $1,289 during$2,494 for the ninesix months ended SeptemberJune 30, 2017.2018. The Company had a working capital deficit of $750$450 and an accumulated deficit of $4,601$7,345 as of SeptemberJune 30, 2017 and a working capital deficit of
$1,0002018 and an accumulated deficit of $3,312$4,851 as of December 31, 2016.2017. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its 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.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations 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 SeptemberJune 30, 20172018 and December 31, 2016,2017, the Company had paid off all liabilities and 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. On April 18, 2018, 19,500,000 of those shares were cancelled and 4,500,001 new shares were issued at par for cash. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of SeptemberJune 30, 2017,
20,000,0002018, 5,000,001 shares of common stock and no preferred stock were issued and outstanding.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated subsequent events through November 14, 2017,
the date which the financial statements were available to be issued.
All subsequent events requiring recognition have been incorporated
into these financial statements and there are no subsequent events
that require disclosure in accordance with FASB ASC Topic 855,
"Subsequent Events."
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ITEM 2. MANAGEMENT'S
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
United Capital Consultants Inc. (formerly Thicket Sound Acquisition Corporation (the "Company"Corporation)(the “Company”) 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 is a blank check company and qualifies as an "emerging“emerging growth company"company” as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.
Since inception the Company'sCompany’s operations to the date of the period covered by this report have beenwere limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 on January 18, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. TheOn April 19, 2018, the Company effected a change in control.
Since to the change in control, the Company has had no operations nor doeshas it currently engageengaged in any business activities generating revenues. The Company's principal
business objective is
Subsequent to achievethe period covered by this report, and pursuant to the change in control and the 8-k filed on August 1, 2018, the Company intends to develop as a business combination withdevelopment and management company. The Company 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 target
company.
A combinationvariety of industries based on potential for growth and profitability. 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 normally take the formobtain an equity position in its clients.
The Company is undertaking a private offering 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 underits securities pursuant Section 351 or Section 368506(b) of the Internal Revenue CodeSecurities Act of 1986,1933 as amended.an exemption from registration of securities under such Act. The most likely target companies are those seeking the perceived
benefitsCompany will offer its shares of common stock to an unlimited number of accredited investors and no more than 35 non-accredited investors. The Company has not set a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidityminimum nor maximum number of shares available for incentive stock options or similar
benefitssale pursuant 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 stagessuch private placement of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
its securities.
As of SeptemberJune 30, 20172018 the Company had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained net loss of $1,289$2,494 and an accumulated deficit of $4,601$7,345 for the the ninesix months ended and as of SeptemberJune 30, 2017,2018, respectively.
The Company'sCompany’s independent auditors have issued a report raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.
Management will pay all expenses incurred by the Company until a
change in control is effected. There is no expectation of repayment
for such expenses.
The president of the Company is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.
The Company is in discussion for a possible change in control, The
Company anticipates that such a change in control will result in new
management and directors of the Company. To date, such change in
control has not been finalize or effected. When, and if, such change
in control is effected, the Company will file a Form 8-K announcing it.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
Reporting Companies.
ITEM 4. Controls and Procedures.
Disclosures 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 under the supervision and with the participation of the Company'sCompany’s principal executive officer (who is
alsoand the principal financial officer).officer.
Management is responsible for maintaining a system of internal control over financial reporting (“ICFR”) that provides reasonable assurance regarding the reliability of such reporting and the accuracy and reliability of the preparation of financial statements of such. Management is responsible to maintain records accurately and fairly to reflect transactions and transactions are recorded as necessary. The controls should provide reasonable assurance regarding the prevention of unauthorized acquisition or use of assets.
In the present case of the Company, management at the period covered by this report, consisted solely of the president and treasurer. As such, management maintained sole control of all financial transactions and all assets. Since the president of the Company was in sole control of the financial transactions and assets management believes that its control reasonably and adequately addresses the risk of a misstatement in the financial reporting. Based upon that evaluation, hethe principal officer at that time believes that the Company'sCompany’s disclosure controls and procedures arewere 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
specifiedprocessed timely. The principal executive officer was directly involved in the Commission's rulesday-to-day operations of the Company. Since the change in control, management consists of two officers who also serve as the only directors and forms. Disclosure controlsare in control of the day-to-day operations of the Company 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.
reporting.
This Quarterly Report does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting. Management'sManagement’s report was not subject to attestation by the Company'sCompany’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management'smanagement’s report in this Quarterly Report.
Changes in Internal Controls
Control Over Financial Reporting
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 1.1 LEGAL PROCEEDINGS
There are no legal proceedings against 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 certain of its blank check companies.
Management has no independent knowledge or information as to the intent or
purpose of such subpoenas but believes the SEC is investigating whether the
change 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 2.2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2)4(a)(2) of the Securities Act of 1933 at par as follows:
On December 7, 2016, the Company issued the following shares of its common stock:
Name stock at par for services rendered to the Company:
| Name | Number of Shares |
| James Cassidy | 10,000,000 |
| James McKillop | 10,000,000 |
On April 18, 2018, 19,500,000 of Shares
James Cassidy 10,000,000
James McKillop 10,000,000
those shares were cancelled by the two shareholders.
On April 19, 2018, the Company issued the following shares of common stock at par for cash:
| Sompong Sooksanguan | 50,000 |
| Patterson Consolidated, LLC (Arizona) | 2,500,000 |
| Patterson Holdings, Inc. (Wyoming) | 1,650,001 |
| Jadesadang Khunnathamsathapon | 10,000 |
| Chonnipa Sawangphakdee | 100,000 |
| Robert Buss | 20,000 |
| Thanate Phuenghua | 30,000 |
| Pholchai Jittivilailux | 10,000 |
| Zell Mills | 10,000 |
| John Agra | 60,000 |
| Elvin Hancock | 10,000 |
| Michael Axelrod | 50,000 |
The issuance of said shares constituted a change in control. Clayton Patterson and Harold Patterson were elected as directors and Clayton Patterson was appointed as the President and Secretary of the Company and Harold Patterson was appointed as the CFO. Clayton Patterson is the 100% owner of Patterson Consolidated, LLC and Harold Patterson is the 100% owner of Patterson Holdings.
ITEM 3.3 DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5.5 OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
ITEM 6.6 EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
| (a) | Exhibits |
| 31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THICKET SOUND ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: November 20, 2017
| UNITED CAPITAL CONSULTANTS INC. | ||
| By: | /s/ Clayton Patterson | |
| President | ||
| By: | /s/ Harold Patterson | |
| Chief Financial Officer | ||
| Dated: August 20, 2018 | ||
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