United Capital Consultants 10-Q 2019 Q3 Quarterly report

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 September 30, 2019

or

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to ___

Commission File No. 000-55741

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

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

3210 East Coralbell Avenue

Mesa, Arizona 85204

(Address of principal executive offices) (zip code)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒   No   ☐

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

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

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

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

As of November 14, 2019, the Company had 4,473,418 shares of its common stock, par value $.0001 per share, issued and outstanding.

UNITED CAPITAL CONSULTANTS INC.
TABLE OF CONTENTS

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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED CAPITAL CONSULTANTS INC.

CONDENSED BALANCE SHEETS

As of September 30, 2019 and December 31, 2018

(Unaudited)

	Sept 30,			Dec 31,
	2019			2018
ASSETS
Current Assets
Cash	$	11,219		$	175,219
Total Current Assets	$	11,219		$	175,219
Deposits – related party	$	65,000		$	-
Total Assets	$	76,219		$	175,219
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total Liabilities	$	-		$	-
Stockholders’ Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,470,418 and 4,970,418 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		447			497
Additional paid-in capital		182,267			200,717
Accumulated deficit		(106,495	)		(25,995	)
Total stockholders’ equity		76,219			175,219
Total Liabilities and Stockholders’ Equity	$	76,219		$	175,219

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

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UNITED CAPITAL CONSULTANTS INC.

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Nine Months ended September 30, 2019 and 2018

(Unaudited)

	Sept 30			Sept 30			Sept 30			Sept 30
	2019			2018			2019			2018
	3 Months Ended			3 Months Ended			9 Months Ended			9 Months Ended
Revenue	$	-		$	-		$	1,000		$	-
Cost of revenue		-			-			-			-
Gross profit		-			-			1,000			-
Operating expenses		31,500			3,000			81,500			5,494
Loss before income taxes		(31,500	)		(3,000	)		(80,500	)		(5,494	)
Income tax expense		-			-			-			-
Net loss	$	(31,500	)	$	(3,000	)	$	(80,500	)	$	(5,494	)
Loss per share – basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Weighted average shares – basic and diluted		4,470,418			4,985,682			4,552,329			10,874,296

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

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UNITED CAPITAL CONSULTANTS INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended

September 30, 2019 and 2018

(Unaudited)

													Total
	Common Stock						Additional Paid-in			Accumulated			Stockholders’ Equity
	Shares			Amount			Capital			Deficit			(Deficit)
Balance, Dec. 31, 2017		20,000,000		$	2,000		$	1,851		$	(4,851	)	$	(1,000	)
Net Loss		-			-			-			(944	)		(944	)
Stockholder contributions for Company expenses		-			-			694			-			694
Balance, March 31, 2018		20,000,000		$	2,000		$	2,545		$	(5,795	)	$	(1,250	)
Stockholder contributions for Company expenses		-			-			2,800			-			2,800
Common stock acquired and cancelled		(19,500,000	)		(1,950	)		1,950			-			-
Common stock issued for cash		4,500,001			450			-			-			450
Net Loss		-			-			-			(1,550	)		(1,550	)
Balance, June 30, 2018		5,000,001		$	500		$	7,295		$	(7,345	)	$	450
Common stock acquired and cancelled		(120,000	)		(12	)		-			-			(12	)
Common stock issued for cash		90,417			9			190,360			-			190,369
Stockholder contributions for Company expenses		-			-			1,562			-			1,562
Net Loss		-			-			-			(3,000	)		(3,000	)
Balance, September 30, 2018		4,970,418			497			199,217			(10,345	)		189,369
Stockholder contributions for Company expenses		-			-			1,500			-			1,500
Net Loss		-			-			-			(15,650	)		(15,650	)
Balance, Dec. 31, 2018		4,970,418		$	497		$	200,717		$	(25,995	)	$	175,219
Common stock repurchased and cancelled		(500,000	)		(50	)		(24,950	)		-			(25,000	)
Net Loss		-			-			-			(19,000	)		(19,000	)
Balance, March 31, 2019		4,470,418		$	447		$	175,767		$	(44,995	)	$	131,219
Stockholder contributions for Company expenses		-			-			5,000			-			5,000
Net Loss		-			-			-			(30,000	)		(30,000	)
Balance, June 30, 2019		4,470,418		$	447		$	180,767		$	(74,995	)	$	106,219
Stockholder contributions for Company expenses		-			-			1,500			-			1,500
Net Loss		-			-			-			(31,500	)		(31,500	)
Balance, September 30, 2019		4,470,418		$	447		$	182,267		$	(106,495	)	$	76,219

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

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UNITED CAPITAL CONSULTANTS INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2019 and 2018

(Unaudited)

	Sept 30			Sept 30
	2019			2018
	9 Months Ended			9 Months Ended
OPERATING ACTIVITIES
Net loss	$	(80,500	)	$	(5,494	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Expenses paid by Stockholder and contributed as capital		6,500			5,494
Changes in operating assets and liabilities:
Decrease in accrued liabilities		-			(1,000	)
Increase in deposits		(65,000	)		-
Net Cash (Used in) Operating Activities	$	(139,000	)	$	(1,000	)
INVESTMENT ACTIVITIES
Net Cash Provided by (Used in)
Investing Activities		-			-
FINANCING ACTIVITIES
Repurchase of common stock		(25,000	)		-
Proceeds from sale of common stock		-			190,369
Net Cash Provided by (Used in)
Financing Activities		(25,000	)		189,369
Net Cash Increase (Decrease) for Period		(164,000	)		189,369
Cash at Beginning of Period		175,219			-
Cash at End of Period	$	11,219		$	189,369
SUPPLEMENTAL DISCLOSURES
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock reacquired and cancelled	$	-		$	1,962

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

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UNITED CAPITAL CONSULTANTS INC.

Notes to Condensed Financial Statements

For the Three and Nine Months Ended September 30, 2019

(Unaudited)

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

NATURE OF OPERATIONS

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

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

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

In connection with the deposit placed on May 7, 2019, 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 a potential equity stake in UUA in exchange for its services (which have not yet been issued and shall be conveyed upon completing the acquisition of the first project in UUA’s pipeline, which is still in the process of negotiations with a non-related party), 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 issued and outstanding shares in any project company. UUA will act as the operator of said solar assets. This development will allow the Company to further develop operations in according to its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company chose December 31^st as its fiscal year end.

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

5

USE OF ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company had $11,219 and $175,219 in cash and cash equivalents as of September 30, 2019 and December 31, 2018, respectively.

CONCENTRATION OF RISK

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

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2019 and December 31, 2018, there were no deferred taxes due to the uncertainty of the realization of net operating losses or carry forwards prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution when anti-dilutive and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2019 and December 31, 2018, there were no outstanding potentially dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

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

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. As of September 30, 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.

6

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

Concentration of Revenue by Customer 

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

● VARS: 100%

Concentration of Revenue by Country:

● Thailand: 100%

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 2 - GOING CONCERN

The Company has generated limited revenue since inception to date and has sustained an operating loss of $80,500 for the nine months ended September 30, 2019. The Company had working capital of $11,219 and an accumulated deficit of $106,495 as of September 30, 2019, and working capital of $175,219 and an accumulated deficit of $25,995 as of December 31, 2018. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from capital to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

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

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

NOTE 3 - DEPOSITS

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

NOTE 4 - STOCKHOLDERS’ EQUITY

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

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

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

7

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

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

NOTE 5 - RELATED PARTY TRANSACTIONS

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

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

In connection with the deposit placed on May 7, 2019 and pursuant to the Form 8-K filed on May 23, 2019 and subsequently on July 10, 2019, the Company has since entered into two amendments to its agreement with UUA (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 acquisition of the first project in UUA’s pipeline, which is still in the process of negotiations with a non-related party), 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. This development will allow the Company to further develop operations in according to its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations. Clayton Patterson and Harold Patterson, the officers and directors of the Company, are also employees of UUA.

NOTE 6 - Subsequent Events

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

On October 16, 2019, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 1,000 shares of its Common Stock to an entity controlled by an existing shareholder for total proceeds of $5, or $5 a share.

On November 4, 2019, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 1,000 shares of its Common Stock to an existing shareholder and another 1,000 shares to an entity controlled by the same shareholder for total proceeds of $10,000, or $5 a share.

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ITEM 2. MANAGEMENT’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. (formerly “Thicket Sound Acquisition Corporation”) (“UCC” or the “Company”) was incorporated on December 7, 2016, under the laws of the state of Delaware. The business purpose of the Company is to provide business development and management consulting services.

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

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

For the nine months ended September 30, 2019, the Company generated net revenues of $1,000 and sustained a net loss of $80,500. As of September 30, 2019, the Company had an accumulated deficit of $106,495.

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

Liquidity and Capital Resources

The Company had a cash balance of $11,219 and $175,219 as of September 30, 2019 and December 31, 2018, respectively. For the nine months ended September 30, 2019, the Company used cash in operating activities of $139,000. During such period, the Company also used cash in financing activities of $25,000 for repurchase and cancellation of common stock. In comparison, for nine months ended September 30, 2018, the Company used cash in operating activities of $1,000 and generated cash from financing activities of $189,369 for the issuance 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 development stage until it recently began formal operations. The Company generated no revenues since its inception and there is no assurance of future revenues.

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

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There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. The Company plans to rely on its primary 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, 2019 as compared to the Three Months ended September 30, 2018

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

During the three months ended September 30, 2019, the Company recorded general and administrative expenses of $31,500, as compared to general and administrative expenses of $3,000 for the three months ended September 30, 2018. These increases in costs largely resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

During the three months ended September 30, 2019, the Company posted a net loss of $31,500 as compared to net loss of $3,000 for the three months ended September 30, 2018. The increase in net loss resulted from an increase in legal and other professional fees of the expansion of the Company’s business and the commercialization of its services.

Discussion of the Nine Months ended September 30, 2019 as compared to the Nine Months ended September 30, 2018

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

During the nine months ended September 30, 2019, the Company recorded general and administrative expenses of $81,500, as compared to general and administrative expenses of $5,494 for the nine months ended September 30, 2018. These increases in costs largely resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

During the nine months ended September 30, 2019, the Company posted a net loss of $80,500 as compared to net loss of $5,494 for the nine months ended September 30, 2018. The increase in net loss resulted from an increase in legal and other professional fees as a result of the expansion of the Company’s business and the commercialization of its services.

For the nine months ended September 30, 2019, the Company used cash in operating activities of $139,000. During such period, the Company also used cash in financing activities of $25,000 for the repurchase of stock. In comparison, for the nine months ended September 30, 2018, the Company used cash in operating activities of $1,000 and generated cash from financing activities of $189,369 from the sale of common stock.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Equipment Financing

The Company has no existing equipment financing arrangements.

Revenue

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

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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

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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

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

ITEM 4. Controls and Procedures.

Disclosure Controls and Procedures

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

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

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

Changes in Internal Controls

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

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PART II — OTHER INFORMATION

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

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

On October 16, 2019, in relation to its registered offering pursuant to its Registration Statement on Form S-1 offering, the Company sold 1,000 shares of its Common Stock to an existing shareholder for total proceeds of $5,000. The Company has not yet used the proceeds of this sale, but intends to use the proceeds for administrative purposes in connection with the operation of its business.

On November 4, 2019, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 1,000 shares of its Common Stock to an existing shareholder and another 1,000 shares to an entity controlled by the same shareholder for total proceeds of $10,000 for $5 a share. The Company has not yet used the proceeds of this sale, but intends to use the proceeds for administrative purposes in connection with the operation of its business.

ITEM 5. OTHER INFORMATION

No Changes in Nomination Procedures

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

ITEM 6. EXHIBITS

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

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 14, 2019.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 14, 2019.

By:	/s/ Clayton Patterson
Title:	Chief Executive Officer (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 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 14, 2019
/s/ Harold Patterson	Director	November 14, 2019

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