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EX-32 - EXHIBIT 32 - UNITED CAPITAL CONSULTANTS INC.s113959_ex32.htm
EX-31 - EXHIBIT 31 - UNITED CAPITAL CONSULTANTS INC.s113959_ex31.htm

 

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 September 30, 2018

 

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 number 000-55741

  

UNITED CAPITAL CONSULTANTS, INC.

(Exact name of registrant as specified in its charter)

 

THICKET SOUND ACQUISITION CORPORATION

(Former name of registrant as specified in its charter)

 

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

  

3210 East Coralbell Avenue

Mesa, Arizona 85204

(Address of principal executive offices) (zip code)

 

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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company ☒
(do not check if a smaller reporting company)  

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.

 

Class Outstanding at
  November 14, 2018

  

Common Stock, par value $0.0001 4,970,418
   
Documents incorporated by reference: None

 

 

 

 

FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of September 30, 2018 and December 31, 2017(unaudited) 2
   
Condensed Statements of Operations for the Three Months and Nine Months Ended September 30, 2018 and 2017 (unaudited) 3
   
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited) 4
   
Notes to Condensed Financial Statements (unaudited) 5-8

 

 

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

CONDENSED BALANCE SHEETS (Unaudited)

 

ASSETS

         
   September 30, 2018   December 31, 2017 
         
         
         
Current assets          
           
Cash  $189,369   $ 
           
Total assets  $189,369   $ 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
           
Current liabilities           
Accrued liabilities  $0   $1,000 
           
Total liabilities  $0   $1,000 
           
Stockholders’ Equity (Deficit)           
Preferred stock, $0.0001 par value 20,000,000 shares authorized none issued and outstanding at September 30, 2018 and December 31, 2017,respectively        
           
Common Stock, $0.0001 par value,100,000,000 shares authorized;4,970,418 shares issued and outstanding at September 30, 2018 and 20,000,000 shares issued and outstanding at December 31, 2017,respectively   497    2,000 
           
Additional paid-in capital   199,217    1,851 
           
Accumulated deficit   (10,345)   (4,851)
           
Total stockholders’ equity (deficit)   189,369    (1,000)
           
Total liabilities and stockholders’ equity (deficit)  $189,369   $ 

 

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

 

2 

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three   For the Three   For the Nine   For the Nine 
   Months Ended   Months Ended   Months Ended   Months Ended 
   Sept 30, 2018   Sept 30, 2017   Sept 30, 2018   Sept 30, 2017 
                 
Revenue  $   $   $   $ 
Cost of revenues                
Gross profit                
Operating expenses  $3,000   $250   $5,494   $1,289 
Loss before income taxes  $(3,000)  $(250)  $(5,494)  $(1,289)
Income tax expense                
Net loss  $(3,000)  $(250)  $(5,494)  $(1,289)
Loss per share - basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
Weighted average shares - basic and diluted   4,985,682    20,000,000    10,874,296    20,000,000 

 

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

 

3 

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

 

   For the Nine   For the Nine 
   Months Ended   Months Ended 
   Sept 30, 2018   Sept 30, 2017 
         
OPERATING ACTIVITIES          
Net loss  $(5,494)  $(1,289)
           
Non-cash adjustments to reconcile net loss to net cash:          
Expenses paid for by stockholder and contributed as capital  $5,494   $1,289 
          
Changes in Operating Assets and Liabilities:          
Accrued liabilities  $(1,000)  $ 
Net cash provided by (used in) operating activities  $(1,000)  $ 
Net cash provided by (used in) sale of stock  $190,369   $ 
           
          
Net increase in cash Cash, beginning of period        
Cash, end of period  $189,369   $ 
SUPPLEMENTAL DISCLOSURES:          
Cash paid during the period for:          
Income tax  $   $ 
Interest  $   $ 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Cancelation of Common shares  $(1,962)  $ 

 

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

 

4 

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

Notes to Unaudited Condensed Financial Statements

September 30, 2018

 

NOTE 1NATURE 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.

 

Pursuant to the change in control and the 8-k filed on August 1, 2018, the Company intends to further develop as a business development and management company. The Company has entered 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. 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 unaudited condensed financial statements. Such unaudited condensed 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 (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

 

USE OF ESTIMATES

 

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

 

CASH

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company had $189,369 in cash and $nil cash equivalents as of September 30, 2018 and December 31, 2017, respectively.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2018 and December 31, 2017, respectively.

 

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UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

Notes to Unaudited Condensed Financial Statements

September 30, 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, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2018 and December 31, 2017, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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

 

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

 

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

 

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

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The amendments in this ASU clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Basically these amendments provide a screen to determine when a set is not a business. If the screen is not met, the amendments in this ASU first, require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and second, remove the evaluation of whether a market participant could replace missing elements. These amendments take effect for public businesses for fiscal years beginning after December 15, 2017 and interim periods within those periods, and all other entities should apply these amendments for fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.

 

 6

 

 

UNITED CAPITAL CONSULTANTS, INC. 

(formerly Thicket Sound Acquisition Corporation) 

Notes to Unaudited Condensed Financial Statements 

September 30, 2018

 

On January 1, 2018 the Company adopted guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. Previous practices were broadly consistent with this approach, and the company determined the amount of revenue based on the amounts customer paid or promised to pay.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. Management believes that the impact of this ASU to the Company’s condensed financial statements would be insignificant.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating loss of $5,494 for the nine months ended September 30, 2018. The Company had working capital of $189,369 and an accumulated deficit of $10,345 as of September 30, 2018 and an accumulated deficit of $4,851 as of December 31, 2017. 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 unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from 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 - ACCRUED LIABILITIES

 

As of September 30, 2018 and December 31, 2017, the Company had accrued professional fees of $nil and $1,000, respectively. 

 

 7

 

 

UNITED CAPITAL CONSULTANTS, INC. 

(formerly Thicket Sound Acquisition Corporation) 

Notes to Unaudited Condensed Financial Statements 

September 30, 2018

 

NOTE 4 - 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 September 30, 2018, and December 31, 2017, there were 4,970,418 and 20,000,000 shares of common stock. As of September 30, 2018, and December 31, 2017, no shares of preferred stock were issued and outstanding, respectively.

 

On December 7, 2016, the Company issued 20,000,000 founders common stock to two directors and officers for legal services provided to the Company. On April 18, 2018, 19,500,000 of those shares were cancelled and 4,500,001 new shares were issued at par for cash.

 

In August 2018, the Company sold 66,501 shares of common stock ranging in price from $.0004 to $5.00 for a total of $140,226 to 28 unrelated parties.

 

In August 2018, the company cancelled 120,000 shares of common stock at par for a total of $12 from 3 unrelated parties.

 

In September 2018, the Company sold 23,916 shares of common stock ranging in price from $.01 to $5.00 for a total of $48,705 to 11 unrelated parties.

 

ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 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 is 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.

 

Since inception the Company’s operations to date of the period covered by this report were limited to issuing shares of common stock to its original shareholders and filing a registration statement on Form 10 on January 18, 2017 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. On April 19, 2018, the Company effected a change in control.

 

Since the change in control, the Company has had no operations nor has it engaged in any business activities generating revenues.

 

Pursuant to the change in control and the 8-k filed on August 1, 2018, the Company intends to develop as a business development and management company. The Company intends to specialize in supporting the development and growth of its clients through counsel, training, and other support and anticipates that it will accept clients in a variety of industries based on potential for growth and profitability. The Company intends to support its clients in evaluating and improving the client’s business plan, management methods, and capital raising structures and techniques. The Company anticipates that it will obtain an equity position in its clients.

 

The Company has undertaken a private offering of its securities pursuant Section 506(b) of the Securities Act of 1933 as an exemption from registration of securities under such Act. The Company offered its shares of common stock to an unlimited number of accredited investors and no more than 35 non-accredited investors. The Company did not set a minimum nor maximum number of shares available for sale pursuant to such private placement of its securities. The private offering concluded at the end of the period covered by this report.

 

As of September 30, 2018 the Company had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained net loss of $5,494 and an accumulated deficit of $10,345 for the nine months ended and as of September 30, 2018, respectively.

 

 8

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

Notes to Unaudited Condensed Financial Statements

September 30, 2018

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with it.

 

ITEM 3.Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller Reporting Companies.

 

ITEM 4.Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company’s principal executive officer and the principal financial officer.

 

Management is responsible for maintaining a system of internal control over financial reporting (“ICFR”) that provides reasonable assurance regarding the reliability of such reporting and the accuracy and reliability of the preparation of financial statements of such. Management is responsible to maintain records accurately and fairly to reflect transactions and transactions are recorded as necessary. The controls should provide reasonable assurance regarding the prevention of unauthorized acquisition or use of assets.

 

In the present case of the Company, management at the period covered by this report, consisted solely of the president and treasurer. As such, management maintained sole control of all financial transactions and all assets. Since the president of the Company was in sole control of the financial transactions and assets management believes that its control reasonably and adequately addresses the risk of a misstatement in the financial reporting. Based upon that evaluation, the principal officer at that time believes that the Company’s disclosure controls and procedures were 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, summarized and processed timely. The principal executive officer was directly involved in the day-to-day operations of the Company. Since the change in control, management consists of two officers who also serve as the only directors and are in control of the day-to-day operations of the Company and its financial reporting.

 

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

 

Changes in Internal Control Over Financial Reporting

 

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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UNITED CAPITAL CONSULTANTS, INC. 

(formerly Thicket Sound Acquisition Corporation) 

Notes to Unaudited Condensed Financial Statements 

September 30, 2018

 

PART II -- OTHER INFORMATION

 

ITEM 1 LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(a)(2) of the Securities Act of 1933 at par as follows:

 

On December 7, 2016, the Company issued the following shares of its common stock at par for services rendered to the Company:

 

Name Number of Shares
   
James Cassidy 10,000,000
James McKillop 10,000,000

 

On April 18, 2018, 19,500,000 of those shares were cancelled by the two shareholders.

 

On April 19, 2018, the Company issued the following shares of common stock at par for cash and expenses:

  

Sompong Sooksanguan 50,000
Jadesadang Khunnathamsathapon 10,000
Chonnipa Sawangphakdee 100,000
Robert Buss 20,000
Thanate Phuenghua 30,000
Pholchai Jittivilailux 10,000
Zell Mills 10,000
John Agra 60,000
Elvin Hancock 10,000
Michael Axelrod 50,000
Patterson Consolidated, LLC (Arizona) 2,500,000
Patterson Holdings, Inc. (Wyoming) 1,650,001

 

The issuance of said shares constituted a change in control. Clayton Patterson and Harold Patterson were elected as directors and Clayton Patterson was appointed as the President and Secretary of the Company and Harold Patterson was appointed as the CFO. Clayton Patterson is the 100% owner of Patterson Consolidated, LLC and Harold Patterson is the 100% owner of Patterson Holdings.

 

During the quarter, the Company sold 90,417 shares of common stock ranging in price from $.0004 to $5.00 for a total of $188,931 to 39 unrelated parties and cancelled 120,000 shares of common stock at par for a total of $12 from 3 unrelated parties.

 

ITEM 3DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

 10

 

 

UNITED CAPITAL CONSULTANTS, INC.

(formerly Thicket Sound Acquisition Corporation)

Notes to Unaudited Condensed Financial Statements

September 30, 2018

 

ITEM 5OTHER INFORMATION

 

(a) Not applicable. 

(b) Item 407(c)(3) of Regulation S-K:

 

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

 

ITEM 6EXHIBITS

 

(a)Exhibits

 

31  Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32  Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

SIGNATURES

 

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

 

  UNITED CAPITAL CONSULTANTS INC.
       
    By: /s/ Clayton Patterson
      President
       
    By: /s/ Harold Patterson
   

 

Chief Financial Officer 

       
      Dated: November 15, 2018

 

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