SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 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 September 30, 2017
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 31, 2019
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __ to ___
Commission file numberFile No. 000-55741
THICKET SOUND ACQUISITION CORPORATION
(Exact
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 | (I.R.S. Employer | |
| incorporation or organization) | 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.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 Smaller reporting
| 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 the number of shares outstanding of each☒
Securities registered pursuant to Section 12(b) of the issuer's
classesAct:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | N/A | N/A |
As of stock, asMay 15, 2019, the Company had 4,470,418 shares of the latest practicable date.
Class Outstanding at
November 14, 2017
Common Stock,its common stock, par value $0.0001 20,000,000
Documents incorporated by reference: None
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CONDENSED FINANCIAL STATEMENTS
Condensed Balance Sheets as of September 30, 2017
(unaudited)$.0001 per share, issued 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
CONDENSED BALANCE SHEETS
outstanding.
UNITED CAPITAL CONSULTANTS INC.
TABLE OF CONTENTS
UNITED CAPITAL CONSULTANTS INC.
(Unaudited)
| March 31, 2019 | December 31, 2018 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 131,219 | $ | 175,219 | ||||
| Total assets | $ | 131,219 | $ | 175,219 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Total liabilities | $ | — | $ | — | ||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding at March 31, 2019 and December 31, 2018, respectively | — | — | ||||||
| Common Stock, $0.0001 par value, 100,000,000 shares authorized; 4,470,418 and 4,970,418 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 447 | 497 | ||||||
| Additional paid-in capital | 175,767 | 200,717 | ||||||
| Accumulated deficit | (44,995 | ) | (25,995 | ) | ||||
| Total stockholders’ equity (deficit) | 131,219 | 175,219 | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 131,219 | $ | 175,219 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
(Unaudited)
| For the Three Months Ended March 31, 2019 | For the Three Months Ended March 31, 2018 | |||||||
| Revenue | $ | 1,000 | $ | — | ||||
| Cost of revenues | — | — | ||||||
| Gross profit | 1,000 | — | ||||||
| Operating expenses | 20,000 | 944 | ||||||
| Loss before income taxes | (19,000 | ) | (944 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (19,000 | ) | $ | (944 | ) | ||
| Loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares - basic and diluted | 4,648,196 | 20,000,000 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(DEFICIT)
(Unaudited)
| Common Stock Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||
Balance, Dec. 31, 2017 | 20,000,000 | $ | 2,000 | $ | 1,851 | $ | (4,851 | ) | $ | (1,000 | ) | |||||||||
| Stockholder contributions for Company expenses | 694 | 694 | ||||||||||||||||||
| Net loss | (944 | ) | (944 | ) | ||||||||||||||||
Balance, March 31, 2018 | 20,000,000 | $ | 2,000 | $ | 2,545 | $ | (5,795 | ) | $ | (1,250 | ) | |||||||||
| Balance, Dec. 31, 2018 | 4,970,418 | $ | 497 | $ | 200,717 | $ | (25,995 | ) | $ | 175,219 | ||||||||||
| Stock repurchased and cancelled | (500,000 | ) | (50 | ) | (24,950 | ) | — | (25,000 | ) | |||||||||||
| Net loss | — | — | — | (19,000 | ) | (19,000 | ) | |||||||||||||
| Balance, March 31, 2019 | 4,470,418 | $ | 447 | $ | 175,767 | $ | (44,995 | ) | $ | 131,219 | ||||||||||
UNITED CAPITAL CONSULTANTS INC.
(Unaudited)
| For the Three Months Ended March 31, 2019 | For the Three Months Ended March 31, 2018 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (19,000 | ) | $ | (944 | ) | ||
| Non-cash adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Expenses paid for by stockholder and contributed as capital | — | 694 | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accrued liabilities | — | 250 | ||||||
| Net cash (used in) operating activities | (19,000 | ) | — | |||||
| Investment Activities | — | — | ||||||
| Financing Activities | ||||||||
| Repurchase of common stock | (25,000 | ) | — | |||||
| Net cash (used in) financing activities | (25,000 | ) | — | |||||
| Net increase (decrease) in cash | (44,000 | ) | — | |||||
| Cash, beginning of period | 175,219 | — | ||||||
| Cash, end of period | $ | 131,219 | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
UNITED CAPITAL CONSULTANTS INC.
Notes to Unaudited Condensed Financial Statements
March 31, 2019
(Unaudited)
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 toinception. In April 2018, the Company implemented a change of control by issuing shares to a new shareholder, redeeming shares of existing shareholders, electing a new officer and director and accepting the resignations of its originalthen existing officers and directors.
In connection with the change in control, the shareholders of the Company and filing a
registration statementits 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 Form 10.
TheAugust 1, 2018, the Company will attemptintends to locate and negotiate withfurther develop as a business entity
for the combination of that target company with the Company. The
combination will normally take 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 that the Company will be successful
in locating or negotiating with any targetdevelopment and management company. The Company has been
formedentered into 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. Per the Form 8-K filed on November 16, 2018, the Company has entered an agreement with an additional third party to become a reporting company with a class of securities registered underassist in providing such services. The Company intends to support 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'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 31st as its fiscal year end.
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally 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, 2018. Operating results for the three months ended September 30, 2017March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.
2019.
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 $131,219 in cash and $175,219 cash equivalents as of September 30, 2017March 31, 2019, and December 31, 2016,2018, respectively.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2017 andMarch 31, 2019 or December 31, 2016, respectively.
5
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THICKET SOUND ACQUISITION CORPORATION
2018.
UNITED CAPITAL CONSULTANTS INC.
Notes to Unaudited Condensed Financial Statements
March 31, 2019
(Unaudited)
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, 2017March 31, 2019, and December 31, 2016,2018, 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 when anti-dilutive and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2017March 31, 2019, and December 31, 2016,2018, 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 March 31, 2019, and December 31, 2018, the company does not have any such instruments.
REVENUE RECOGNITION
The Company currently generates revenue through rendering business development and management consulting services tailored to client needs. Consulting services are provided on an as-needed basis per the request of clients with whom the Company has Consultancy Agreements in place.
The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identify the contract, (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price, (v) recognize revenue as performance obligations are satisfied.
Concentration of Revenue by Customer
The Company’s concentration of revenue for individual customers above 10% are as follows:
| ● | VARS: 100%, |
Concentration of Revenue by Country:
| ● | Thailand: 100% |
The Company attributes revenue from external customers to individual countries based upon the responsibility of the Company to fulfil the sales obligation from which the actual service is provided.
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, the FASB issued ASU No. 2014-15, "Presentation of
UNITED CAPITAL CONSULTANTS INC.
Notes to 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'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.
March 31, 2019
(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$19,000 for the ninethree months ended September
30, 2017.March 31, 2019. The Company had a working capital deficit of $750$131,219 and an accumulated deficit of $4,601$44,995 as of September 30, 2017March 31, 2019, and a working capital deficit of $1,000$175,219 and an accumulated deficit of $3,312$25,995 as of December 31, 2016.2018. 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.
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,
20,000,000March 31, 2019 and December 31, 2018, there were 4,470,418 and 4,970,418 shares of common stock issued and outstanding, respectively. As of March 31, 2019 and December 31, 2018, no shares of preferred stock were issued and outstanding.
On December 7, 2016, the Company issued 20,000,000 founders shares of common stock at par to two directors and officers for legal services provided to the Company. On April 18, 2018, 19,500,000 of those shares were returned to the Company and cancelled concurrently with the issuance of 4,500,001 new shares at par for $450 to the Company’s newly-elected officer and director, resulting in a change in control.
During August and September 2018, the Company sold to independent investors 90,417 shares of common stock ranging in price from $.0004 to $5.00 for total proceeds of $188,931.
In August 2018, the Company purchased and immediately cancelled 120,000 shares of its issued and outstanding common stock at par for $12 from three unrelated shareholders.
In February 2019, the Company purchased and immediately cancelled 500,000 shares of its issued and outstanding common stock at $.05 for $25,000 from James Cassidy and James McKillop.
UNITED CAPITAL CONSULTANTS INC.
Notes to Financial Statements
March 31, 2019
(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 go 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.
NOTE 5 - SUBSEQUENT EVENT
Management has evaluated– Subsequent Events
The occurrence of subsequent events through November 14, 2017,has been considered upon the date whichfiling of this Report and as of the financial statements were available to be issued.
All subsequent events requiring recognition have been incorporated
into these financial statements andfiling date, there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855,
"Subsequent Events."
7
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to report.
ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Thicket
The following discussion should be read in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.
Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the Company’s industry, the success of our business development, marketing and sales activities, vigorous competition in the Company’s industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.
Overview
United Capital Consultants, Inc. (formerly “Thicket Sound Acquisition Corporation (the "Company"Corporation”) (“UCC” or the “Company”) was incorporated on December 7, 2016, under the laws of the Statestate of DelawareDelaware. The business purpose of the Company is to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergersprovide business development and acquisitions. management consulting services.
The Company isoriginated as 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 inception2012; provided, as of July 2018, the Company'sCompany has commenced operations by entering into a series of agreements to the dateprovide management consulting services and has ceased to be a “shell company,” as that term is defined in Rule 12b-2 of the period
coveredSecurities Exchange Act.
On April 19, 2018, the Company effected a change in control by this report have been limited to issuingthe redemption of 19,500,000 shares of the then outstanding 20,000,000 shares of common stock and the issuance of 4,500,001 shares of common stock to a group of investors, at a purchase price of $0.0001 per share. Messrs. James Cassidy and James McKillop, the then officers and directors of the Company, resigned and Clayton Patterson and Harold Patterson were named as its original shareholdersofficers and filing a registration statementdirectors. Pursuant to the change in control, the Company changed its name to United Capital Consultants, Inc. The Company filed Current Reports on Form 10
on January 18, 2017 with8-K to disclose the Securitieschange of control and Exchange Commission pursuant to the Securities Exchange Actchange of 1934 as amended to register its classname. Furthermore, in the first quarter of 2019, the shares of common stock.
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
A combination will normally takestock held by Messrs. James Cassidy and James McKillop, the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368former officers and directors of the Internal Revenue CodeCompany, were repurchased a price per share of 1986, as amended.
The most likely target companies are those seeking$.05 per share.
For the perceived
benefits of 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.
As of September 30, 2017three months ended March 31, 2019, the Company had not generated net revenues of $1,000 and had
no income or cash flows from operations since inception. The Company had
sustained a net loss of $1,289 and$19,000. As of March 31, 2019, the Company had an accumulated deficit of $4,601 for$44,995. However, the Company has entered into agreements with several customers to provide management consulting services in furtherance of its business model.
For the nine monthsyear ended and as of September 30, 2017, respectively.
The Company'sDecember 31, 2018, the Company’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 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.
Revenues and negotiate withLosses
During the three months ended March 31, 2019, the Company posted net revenues of $1,000, total operating expenses of $20,000, consisting of general and administrative expenses of $20,000, and a business
entitynet loss of $19,000. During the three months ended March 31, 2018, the Company posted net revenues of $0, total operating expenses of $944, consisting of general and administrative expenses of $944, and net loss of $944.
During the three months ended March 31, 2019, the Company incurred cost of revenue of $0, compared to cost of revenue of $0 for the combinationthree months ended March 31, 2018.
Liquidity and Capital Resources
The Company had a cash balance of that target company with the Company.
Management will pay all expenses incurred by$131,219 and $175,219 as of March 31, 2019 and December 31, 2018, respectively.
Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until a
change in controlit recently began formal operations. The Company generated no 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 2019.
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. Until such time that the Company’s registration statement becomes effective with the SEC, the Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s continuing operating requirements. Management anticipates a total capital raise between $5-10M USD over the course of the following four consecutive quarters; provided, however, that the Company will require a minimum of $100,000 for the next 12 months to fund its operations, which will be used to fund expenses related to operations, office supplies, travel, salaries and other incidental expenses. Management believes that this capital would allow the Company to meet its operating cash requirements, and would facilitate the Company’s business of selling and distributing its products. Management also believes that the acquisition of such expenses.
The presidentassets would generate revenue to cover overhead cost and general liabilities of the Company, isand allow the president, director and
shareholderCompany to achieve overall sustainable profitability.
Discussion of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductionsthe Three Months ended March 31, 2019 as compared to the financial community.
Three Months ended March 31, 2018
Net revenues during the three months ended March 31, 2019 were $1,000 as compared to net revenues for the three months ended March 31, 2018 of $0. The increase resulted from commencement of consulting activities in furtherance of its business plan.
During the three months ended March 31, 2019, the Company posted a cost of revenue of $0 and operating expenses of $20,000, consisting of general and administrative expenses of $20,000, as compared to a cost of revenue of $0 and operating expenses of $944, consisting of general and administrative expenses of $944 for the three months ended March 31, 2018. These increases in costs largely resulted from legal and accounting fees as the Company has expanded and commercialized its operations.
During the three months ended March 31, 2019, the Company posted a net loss of $19,000 as compared to net loss of $944 for the three months ended March 31, 2018. The increase in net loss resulted from increased legal and accounting fees as the Company expanded and commercialized its operations and began preparations for its public offering of its securities.
For the three months ended March 31, 2019, the Company used cash in operating activities of $19,000. During such period, the Company also used cash in investing activities in the amount of $0 and used cash in financing activities of $25,000. In comparison, for the three months ended March 31, 2018, the Company did not use or generate any cash in operating activities, investing activities or financing activities of $0.
The Company is in discussion forhad a possible change in control, cash balance of $131,219 and $175,219 as of March 31, 2019 and December 31, 2018, respectively.
Off-Balance Sheet Arrangements
The Company anticipateshas no off-balance sheet arrangements that suchhave or are reasonably likely to have a changecurrent or future effect on its financial condition, changes in controlfinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Equipment Financing
The Company has no existing equipment financing arrangements.
Potential Revenue
The Company expects to generate revenue from selling its business development and management consulting services.
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 result in new
management and directorsbe severely jeopardized.
Critical Accounting Policies
The financial statements of the Company. To date, such changeCompany have been prepared in control hasaccordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not 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.
conditions.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smallera smaller reporting companies.
company.
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).
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
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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During
There are no sales of unregistered securities to report that have not been previously included in the Company’s past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
at par as follows:
On December 7, the Company issued the following shares 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.
Quarterly Reports on Form 10-Q.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
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 6. EXHIBITS
(a) Exhibits
31
* 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 May 15, 2019.
| UNITED CAPITAL CONSULTANTS, INC. | ||
| By: | /s/Clayton Patterson | |
| Title: President (Principal Executive Officer) | ||
| By: | /s/Harold Patterson | |
| Title: Chief Financial Officer (Principal Financial Officer) | ||
| By: | /s/Harold Patterson | |
| Title: Chief Financial Officer (Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THICKET SOUND ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: November 20, 2017
authorized, on May 15, 2019.
| By: | /s/ Clayton Patterson | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| By: | /s/ Harold Patterson | |
| Title: | Treasurer (Principal Financial Officer) | |
| By: | /s/ Harold Patterson | |
| Title: | Treasurer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.
| Signature | Capacity | Date | ||
| /s/ Clayton Patterson | Director | May 15, 2019 | ||
| /s/ Harold Patterson | Director | May 15, 2019 |
16