SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended 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 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)
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 ☒
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 |
As of May 15, 2019, the Company had 4,470,418 shares of its common stock, par value $.0001 per share, issued and outstanding.
UNITED CAPITAL CONSULTANTS INC.
TABLE OF CONTENTS
UNITED CAPITAL CONSULTANTS INC.
BALANCE SHEETS
(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.
STATEMENTS OF OPERATIONS
(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.
STATEMENTS OF CASH FLOWS
(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 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 Corporation) (the “Company”) was incorporated on December 7, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception. 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 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 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.
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 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 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 three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019.
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 $131,219 in cash and $175,219 cash equivalents as of March 31, 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 March 31, 2019 or December 31, 2018.
UNITED CAPITAL CONSULTANTS INC.
Notes to Financial Statements
March 31, 2019
(Unaudited)
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 March 31, 2019, and December 31, 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 March 31, 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 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:
Concentration of Revenue by Country:
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
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.
UNITED CAPITAL CONSULTANTS INC.
Notes to Financial Statements
March 31, 2019
(Unaudited)
NOTE 2 - GOING CONCERN
The Company has generated limited revenue since inception to date and has sustained an operating loss of $19,000 for the three months ended March 31, 2019. The Company had working capital of $131,219 and an accumulated deficit of $44,995 as of March 31, 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 - STOCKHOLDERS’ DEFICIT
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 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 Events
The occurrence of subsequent events has been considered upon the filing of this Report and as of the filing date, there are no subsequent events to report.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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”) (“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 $.05 per share.
For the three months ended March 31, 2019, the Company generated net revenues of $1,000 and sustained a net loss of $19,000. As of March 31, 2019, the Company had an accumulated deficit of $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 year 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.
Revenues and Losses
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 net 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 three months ended March 31, 2018.
Liquidity and Capital Resources
The Company had a cash balance of $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 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.
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. 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 assets would generate revenue to cover overhead cost and general liabilities of the Company, and allow the Company to achieve overall sustainable profitability.
Discussion of the Three Months ended March 31, 2019 as compared to the 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 had a cash balance of $131,219 and $175,219 as of March 31, 2019 and December 31, 2018, respectively.
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.
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 be severely jeopardized.
Critical Accounting Policies
The financial statements of the Company have been prepared in accordance 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 readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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).
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.
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.
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 Prochongkij Kornchong(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
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 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, 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 |
