| Nature of Operations and Summary of Significant Accounting Policies | NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS United Capital Consultants, Inc. (the “Company” or “UCC”) was incorporated on December 7, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the start-up stage since inception. In April 2018, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change in 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 began to develop as a business development and management company. The Company entered into contracts with three foreign firms to specialize in supporting the development and growth of its clients through counsel, training, and other support and anticipates that it will accept clients in a variety of industries based on potential for growth and profitability. Per the Form 8-K filed on November 16, 2018, the Company entered an agreement with an additional third party to assist in providing such services. The Company has since shifted its focus to emphasize cooperation with United Utilities Authority (“UUA”), a related party (Note 4), in the renewable energy sector. The Company anticipates that it will obtain an equity position in its clients and potentially engage in business activities to create business verticals synergistic in nature to its clients’ operations. On May 7, 2019, in connection with its agreement with UUA, the Company placed a $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 4). In connection with the deposit placed on May 7, 2019, the Company has since entered into two amendments to its agreement with UUA (as reported in the Company’s Current Reports on Form 8-K filed on May 23, 2019 and July 10, 2019), granting the Company a potential equity stake in UUA in exchange for its services (which have not yet been issued and shall be conveyed upon completing the first acquisition/development of a project in UUA’s pipeline) and granting the Company the right to invest in 60 Megawatts of solar farms in UUA’s pipeline in an amount which (as required by Thai law) shall not exceed 49% of the issued and outstanding shares in any project company. The Company has identified a local attorney to structure ownership to protect voting and economic rights in the projects for investors. UUA will act as the operator of said solar assets. This development will allow the Company to further develop operations in according to its goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations. On April 27, 2020, the Company entered into an agreement with Westwood Capital LLC (“Westwood”), a New York-based investment bank regulated by the United States Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The agreement engages Westwood to raise funds for the acquisition of operating renewable energy assets in Southeast Asia, which UCC intends to manage for investors in exchange for a management fee. Pursuant to this agreement, the Company’s business model has been adjusted to focus solely on the energy sector and development, acquisition, and management of renewable energy assets for the foreseeable future. In January 2021, it was determined that STEEM Inc. Co. Ltd. would not be acquired and the deposit has been applied to the development of a commercial roof top solar project in UUA's pipeline. UCC will act as asset manager while UUA will manage day to day technical operations. This and other projects are currently being evaluated and undergoing due diligence and negotiations in connection with the Agreement which the Company entered into with Westwood Capital on April 27, 2020. The first project, a 924 kilowatt system is being designed and negotiations finalized. It is anticipated that a Power Purchase Agreement will be executed shortly. On September 29, 2022, an additional $10,000 was applied to the deposit. 5 UNITED CAPITAL CONSULTANTS INC. NOTES TO CONDENSED FINANCIAL STATEMENTS For the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited) On August 31, 2021, the Company entered into a Consulting Agreement with Energy Zero Solutions LLC (“EZS”), a North Carolina limited liability company, pursuant to which UCC shall provide consulting services in connection with EZS’s performance under its contract with a reputable solar EPC firm regarding certain solar energy projects. As compensation for Services, EZS will pay UCC fifty percent (50%) of any payments received related to the projects. The initial term of the Agreement commenced starting August 18, 2021, and shall continue indefinitely until it is terminated by mutual agreement of the Parties as evidenced in a writing executed by both parties. As of September 30, 2022, services have consisted of introducing one client, performing preliminary site studies and inspections, and facilitating system design and price negotiations. It is uncertain whether the client will proceed. The Company is evaluating similar opportunities with other clients. Revenues will be achieved upon completion of solar installation at the client’s premises. On March 15, 2022, the Agreement with Westwood Capital LLC (“Westwood”) was mutually terminated as the Company’s primary contact was exiting Westwood due to a change in business strategy at the firm. It is anticipated that a new agreement will be entered with the new investment bank of said contact. On August 23, 2022, UCC entered into a series of Stock Purchase Agreements to purchase shares of the capital stock of HD Commerce, Co. Ltd., a company organized under the laws of Thailand (“HD Commerce”) from two existing shareholders of HD Commerce (the “HD Commerce Sellers”), pursuant to which UCC acquired an aggregate total of 7,500 shares of the capital stock of HD Commerce (the “HD Commerce Shares”), constituting a 15% equity stake in HD Commerce. In exchange, UCC issued to the HD Commerce Sellers an aggregate amount of 7,000 restricted shares of its common stock, to be distributed pro-rata to the HD Commerce Sellers. Clayton Patterson, an officer, director and shareholder of the Company, is one of the HD Commerce Sellers who took part in the above referenced transaction. As an international enterprise focusing on new energy business, HD Commerce is headquartered in Bangkok, Thailand and is mainly engaged in the investment and development of renewable energy projects, such as photovoltaic power generation, EPC general contracting and asset management. HD Commerce is the exclusive distributor of photovoltaic modules and other solar energy products for ReneSola, a Tier 1 solar panel manufacturer, in Southeast Asia. On August 31, 2022, UCC entered into a Stock Purchase Agreement with Asian Solar Co. Ltd., a company organized under the laws of Thailand (“Asian Solar”) and Pramual Buddha, an individual and affiliate of the Asian Solar (“Asian Solar Seller”), pursuant to which UCC acquired a total of 1,000,000 shares of the capital stock of Asian Solar (the “Asian Solar Shares”) from the Asian Solar Seller, constituting a 10% equity stake in Asian Solar. In exchange, UCC paid to the Asian Solar Seller a cash payment of $50,000 and issued to the Asian Solar Seller 12,000 restricted shares of its common stock. In addition, Asian Solar Seller granted to UCC an option to purchase an additional 3,500,000 shares of the capital stock of Asian Solar (the “Additional Asian Solar Shares”), constituting an additional 35% equity stake in Asian Solar. The terms and conditions for issuance of the Additional Asian Solar Shares are to be determined by mutual agreement of the parties at a later date. Upon exercise of such option to acquire such Additional Asian Solar Shares and conditioned upon compliance with applicable law, UCC shall pay to Seller a cash payment of $200,000 and shall issue to Seller 37,000 restricted shares of its common stock. Asian Solar is engaged in Solar Engineering, Procurement, and Construction (EPC) and the execution of Solar Power Purchase Agreements (PPA). Asian Solar currently has a 3 Megawatt (MW) solar farm under construction with a government university as an off-taker and has a pipeline of approximately 50 Megawatt (MW) of solar projects for government universities and hospitals as well as other investment grade off-takers throughout Thailand. 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 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, 2021. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022. 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 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 $251 and $761 in cash and cash equivalents as of September 30, 2022 and December 31, 2021, 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, 2022 or December 31, 2021. 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, 2022 and December 31, 2021, 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 reflects 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, the Company does not have any such instruments. The carrying amounts at September 30, 2022 and December 31, 2021 of current asset and liability financial instruments, such as cash and accrued liabilities, approximate their fair values because of the short maturity of these instruments. The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 Assets Private, unmarketable securities: Asian Solar Co. Ltd. Common Stock $ 110,000 $ - $ - $ 110,000 HD Commerce Co. Ltd. Common Stock $ 35,000 $ - $ - $ 35,000 December 31, 2021 Assets Private, unmarketable securities: Asian Solar Co. Ltd. Common Stock $ - $ - $ - $ - HD Commerce Co. Ltd. Common Stock $ - $ - $ - $ - REVENUE The Company recognizes revenue from its contracts with customers in accordance with ASC 606 - Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. When the Company enters into a contract, the Company analyzes the services required to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. EQUITY INVESTMENTS The Company recognizes the value of equity investments in accordance with ASC 321, utilizing the determinable fair market value of the investments. These securities are marked to market at each subsequent reporting period, with unrealized holding gains and losses recognized in earnings. When the Company directly or beneficially owns or controls in excess of 20% of outstanding equity, the Equity Method of valuation is utilized. When there is no determinable fair market value and the Company does not have substantial ownership or control (excess of 20%), the Company values equity investments on a cost basis, adjusting for any observable price changes in orderly transactions. There were no unrealized gains or losses during the periods presented. 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. |
