United Capital Consultants 10-Q2022 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2022

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. 000-55740

UNITED CAPITAL CONSULTANTS INC.

(Exact name of registrant as specified in its charter)

3210 E. Coralbell Ave.

Mesa, AZ 85204

(Address of principal executive offices) (zip code)

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

Securities registered pursuant to Section 12(b) of the Act: None

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 ☒

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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.

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 March 8, 2023, the Company had 4,553,418 shares of its common stock, par value $.0001 per share, issued and outstanding.

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UNITED CAPITAL CONSULTANTS INC.

TABLE OF CONTENTS

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED CAPITAL CONSULTANTS INC.

CONDENSED BALANCE SHEETS

As of September 30, 2022 and December 31, 2021

(Unaudited)

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, 2022 and 2021

(Unaudited)

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, 2022 and 2021

(Unaudited)

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, 2022 and 2021

(Unaudited)

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, 2022 and 2021

(Unaudited)

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.

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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

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UNITED CAPITAL CONSULTANTS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

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

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UNITED CAPITAL CONSULTANTS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

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:

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.

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UNITED CAPITAL CONSULTANTS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

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.

NOTE 2 - GOING CONCERN

The Company has generated limited revenue since inception to date and has sustained an operating loss of $25,510 for the nine months ended September 30, 2022. The Company had a negative working capital of $34,749 and an accumulated deficit of $374,963 as of September 30, 2022, and a negative working capital of $49,239 and an accumulated deficit of $349,453 as of December 31, 2021. 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.

The Company’s management expects that COVID-19 will delay its plans for project development in Asia.

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 September 30, 2022 and December 31, 2021, there were 4,545,918 and 4,506,918 shares of common stock issued and outstanding, respectively. As of September 30, 2022 and December 31, 2021, no shares of preferred stock were issued and outstanding.

In February and March 2022, in Private Placements, the Company sold 2,500 shares to existing shareholders or their entities for $5 per share for total proceeds of $12,500. In April 2022, in Private Placements, the Company sold 2,500 shares to existing shareholders or their entities for $5 per share for total proceeds of $12,500. During the months of July, August, and September, the Company sold 15,000 shares to existing shareholder and their entities and relatives for $5 per share for total proceeds of $75,000.

As detailed in Note 5, during the month of August 2022, the Company issued 19,000 shares of common stock in exchange for investments (shares in other entities) for a total value of $95,000.

During the nine months ended September 30, 2021, in Private Placements, the Company sold 5,100 shares of common stock to existing shareholders for $5 per share for total proceeds of $25,500.

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UNITED CAPITAL CONSULTANTS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS

United Utilities Authority, Ltd. Consultancy Agreement

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. 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 of 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.

On May 7, 2019, in connection with the Company’s 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.

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 first acquisition of a project in UUA’s pipeline), and granting the Company the right to invest in 60 Megawatts of solar projects 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. The Company has identified a local attorney to structure ownership to protect voting and economic rights in the projects for investors. 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.

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 before the end of the year. On September 29, 2022, an additional $10,000 was applied to the deposit, resulting in $75,000 total deposits at September 30, 2022.

Stock Issuances

As detailed in Note 3, the Company issued 20,000 and 5,100 shares of its common stock to various related parties for cash of $100,000 and $25,500 during the nine months ended September 30, 2022 and 2021, respectively.

Acquisition of Investment

As detailed in Note 5, the Company acquired 4,500 shares of capital stock HD Commerce, Co. Ltd., a Thailand company, from Clayton Patterson, the Company’s CEO, in exchange for the issuance to Mr. Patterson of 4,200 shares of the Company’s common stock at $5 per share for total value of $21,000.

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UNITED CAPITAL CONSULTANTS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

NOTE 5 - INVESTMENTS

HD Commerce, Co. Ltd.

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 at $5 per share, or $35,000 total investment, 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.

Asian Solar Co. Ltd.

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 Asian Solar (“Asian Solar Seller”), pursuant to which UCC acquired 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 at $5 per share, or $60,000, for total investment value of $110,000. 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.

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. Upon exercise of such option to acquire such Additional Asian Solar Shares and conditioned upon compliance with applicable law, UCC shall pay to Seller $200,000, and shall issue to Seller 37,000 restricted shares of its common stock.

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. The option to purchase additional shares is non-binding and does not constitute a liability, nor will it provide additional shares or value until exercised and therefore is not accounted for in the Company’s financials. Since a significant payment is required to exercise the option, and since the Company will not own a significant interest until after exercising the option, the equity method of accounting under ASC 321 is not applicable. Further, since the shares are not tradable and no determinable fair market value exists, pursuant to ASC 321, the value of the shares are accounted for on a cost-basis.

NOTE 6 - SUBSEQUENT EVENTS

In October 2022, in a private placement, the Company sold 2,000 shares of common stock to its CEO for $5 per share for total proceeds of $10,000.

In December 2022, in private placement, the Company sold 5,500 shares of common stock to 6 shareholders for $5 per share for total proceeds of $27,500.

The Company has evaluated events occurring subsequent to the balance sheet date through the date these financial statements were issued and determined there are no additional events requiring disclosure.

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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.  (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, 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. 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 before the end of the year. On September 29, 2022, an additional $10,000 was applied to the deposit.

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

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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.

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, United Capital Consultants, Inc. (“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 Seven Thousand Five Hundred (7,500) shares of the capital stock of HD Commerce (the “HD Commerce Shares”), constituting a Fifteen Percent (15%) equity stake in HD Commerce. In exchange, UCC issued to the HD Commerce Sellers an aggregate amount of Seven Thousand (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, United Capital Consultants, Inc. (“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 One Million (1,000,000) shares of the capital stock of Asian Solar (the “Asian Solar Shares”) from the Asian Solar Seller, constituting a Ten Percent (10%) equity stake in Asian Solar as calculated on a post-transaction fully-diluted basis. In exchange, UCC paid to the Asian Solar Seller a cash payment in the amount of Fifty Thousand USD ($50,000) and issued to the Asian Solar Seller Twelve Thousand (12,000) restricted shares of its common stock. In addition, Asian Solar Seller granted to UCC an option to purchase an additional Three Million Five Hundred Thousand (3,500,000) shares of the capital stock of Asian Solar (the “Additional Asian Solar Shares”), constituting an additional Thirty Five Percent (35%) equity stake in Asian Solar as calculated on a post-transaction fully-diluted basis. 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 equal to Two Hundred Thousand USD ($200,000) and shall issue to Seller Thirty-Seven Thousand (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.

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For the nine months ended September 30, 2022, the Company generated no revenues and sustained a net loss of $25,510. As of September 30, 2022, the Company had an accumulated deficit of $374,963.

For the year ended December 31, 2021, the Company’s independent auditors issued a report expressing 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 $251 and $761 as of September 30, 2022 and December 31, 2021, respectively. For the nine months ended September 30, 2022, the Company used cash in operating activities of $50,510. During such period, the Company also used $50,000 in investing activities to acquire a minority equity investment and generated cash in financing activities of $100,000 from the sale of common stock. In comparison, for the nine months ended September 30, 2021, the Company used cash in operating activities of $24,953 and generated cash from financing activities of $25,500 from the sale 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 start-up stage until it recently began formal operations. The Company generated limited revenues since its inception and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2023.

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, 2022 as compared to the Three Months ended September 30, 2021

Revenues during the three months ended September 30, 2022 and 2021 were $0.

During the three months ended September 30, 2022, the Company incurred operating expenses of $10,370 as compared to operating expenses of $11,553 for the three months ended September 30, 2021. The decrease in operating expenses resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.

During the three months ended September 30, 2022, the Company incurred a net loss of $10,370 as compared to net loss of $11,553 for the three months ended September 30, 2021. The decrease in net loss is due to the factors discussed above.

Discussion of the Nine Months ended September 30, 2022 as compared to the Nine Months ended September 30, 2021

Revenues during the nine months ended September 30, 2022 and 2021 were $0.

During the nine months ended September 30, 2022, the Company incurred operating expenses of $25,510 as compared to operating expenses of $39,953 for the nine months ended September 30, 2021. The decrease in

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operating expenses resulted from a decrease in legal and other professional fees as a result of the Company’s limited activities due to COVID-19 and management’s efforts to reduce expenses.

During the nine months ended September 30, 2022, the Company incurred a net loss of $25,510 as compared to net loss of $39,953 for the nine months ended September 30, 2021. The decrease in net loss is due to the factors discussed above.

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 three and nine months ended September 30, 2022 and 2021, respectively, the Company generated no revenues.

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) 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

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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 other than the below issuances.

In the 3rd quarter of 2022, pursuant to a series of stock purchase agreements, the Company issued an aggregate total of 7,000 shares of its Common Stock with a cost basis $5.00 per share to two shareholders, including Clayton Patterson, who is an affiliate of the Company, in exchange for 7,500 shares of the capital stock of HD Commerce, Co. Ltd., a company organized under the laws of Thailand (“HD Commerce”), constituting an aggregate 15% equity stake in HD Commerce. These sales of common stock were exempt from registration under Section 4(a)(2) of the Securities Act.

In the 3rd quarter of 2022, pursuant to a stock purchase agreement, the Company issued an aggregate total of 12,000 shares of its Common Stock to one shareholder in exchange for 1,000,000 shares of the capital stock of Asian Solar Co. Ltd., a company organized under the laws of Thailand (“Asian Solar”), constituting an aggregate 10% equity stake in Asian Solar. This sale of common stock was exempt from registration under Section 4(a)(2) of the Securities Act.

In the 3rd quarter of 2022, the Company sold fifteen thousand (15,000) shares of its Common Stock to existing affiliated shareholders and related parties for total proceeds of $75,000, or $5 a share, in private placement transactions that are exempt from registration under Section 4(a)(2) of the Securities Act. The Company used a portion of the proceeds of these sales for administrative purposes in connection with the operation of its business.

In October 2022, the Company sold 2,000 shares of common stock to the CEO of the Company for $5 per share for total proceeds of $10,000 in private placement transactions that are exempt from registration under Section 4(a)(2) of the Securities Act. The Company used a portion of the proceeds of these sales for administrative purposes in connection with the operation of its business.

In December 2022, the Company sold 5,500 shares of common stock to 6 shareholders for $5 per share for total proceeds of $27,500 in private placement transactions that are exempt from registration under Section 4(a)(2) of the Securities Act. The Company used a portion of the proceeds of these sales 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.

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Item 6. Exhibits

* 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 March 8, 2023.

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 March 8, 2023.

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.

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