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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2021

☐ 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)

Delaware

81-4625084

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

3210 E. Coralbell Ave.

Mesa, AZ 85204

(Address of principal executive offices)

Issuer’s telephone number: 480-666-4116

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

Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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 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(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, there was no established public trading market for the common stock of the registrant and therefore, an aggregate market value of the registrant’s common stock is not determinable.

At March 30, 2022, there were 4,509,418 shares of the registrant’s common stock outstanding.

Auditor Firm ID:

6117

Auditor Name:

Heaton and Company

Auditor Location:

Farmington, Utah

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I	1
ITEM 1. BUSINESS.	1
ITEM 1A. RISK FACTORS.	9
ITEM 1B. UNRESOLVED STAFF COMMENTS.	9
ITEM 2. PROPERTIES.	10
ITEM 3. LEGAL PROCEEDINGS.	10
ITEM 4. MINE SAFETY DISCLOSURES.	10
PART II	11
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	11
ITEM 6. SELECTED FINANCIAL DATA.	12
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	16
ITEM 9A. CONTROLS AND PROCEDURES.	16
ITEM 9B. OTHER INFORMATION	17
PART III	18
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	18
ITEM 11. EXECUTIVE COMPENSATION	21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.	23
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	24
PART IV	25
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	25
SIGNATURES	26

iii

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company,” “our company” and “UCC” refer to United Capital Consultants, Inc. All amounts in this report are in U.S. Dollars, unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements.” The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identifies forward-looking statements. These forward-looking statements are based on our management’s expectations and assumptions about future events as of the date of this Annual Report on Form 10-K, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

PART I

ITEM 1. BUSINESS.

THE BUSINESS

Corporate History and General Information

United Capital Consultants, Inc. (“UCC” or the “Company”) was incorporated as Thicket Sound Acquisition Corporation on December 7, 2016 under the laws of the State of Delaware. 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.

The Company is located at 3210 E. Coralbell Ave., Mesa, AZ 85204. The Company’s main phone number is 480-666-4116. The Company’s fiscal year end is December 31. Neither the Company nor its predecessors have filed for bankruptcy, receivership or any similar proceedings nor are in the process of filing for bankruptcy, receivership or any similar proceedings.

The Business: Renewable Energy Project Development and Asset Management Services

Summary of the Business

United Capital Consultants, Inc. (“United Capital Consultants,” “UCC” or the “Company”) is a focused in the renewable energy sector with an emphasis in project development and asset management. UCC has engaged a Wall Street Investment Bank to establish a renewable energy fund, which UCC will manage. UCC will initially be focused on projects in Southeast Asia, where management has a number of strong relationships in business and government. Our team has identified a significant number of acquisition targets and has prepared strategic partnerships to manage the operations of each facility. The mission of United Capital Consultants is to create reliable, long term cash flow for its investors. United Capital Consultants ensures its success by targeting a large, niche market in which it has competitive advantages. We believe that we have uniquely talented team members and a position of access that sets us apart.

The founders of United Capital Consultants have substantial experience in the development and management of renewable energy assets as well as experience in comparable industries such as real estate and land development. The Company's unique relationships in Southeast Asia and access to US capital markets provides a unique opportunity to build a substantial portfolio of projects backed by governments or other credible counterparties. UCC's unique position in Southeast Asia positions it to facilitate consolidated of a fragmented space. UCC evaluates opportunities and selects the projects that provide a greater return than comparable alternatives. Through its local teams, as greater scale is achieved, UCC will be able to lower costs and provide greater value in each roll-up. These synergistic advantages create optimum value for UCC's clients and shareholders.

United Capital Consultants will manage and operate assets intended to provide a reliable return to its investors. UCC will be compensated via a management fee based on the performance of the assets it manages. We will also develop projects for sale into the fund. These projects will provide an opportunity for profit via a developer's premium (the difference between the sale price of the asset and the cost of development) and grow the asset management business by providing greater volume and diversity. The mission of United Capital Consultants is to achieve maximum returns for its clients and investors.

Keys to Success

United Capital Consultants intends to ensure its success by targeting a large, niche market in which it has specific competitive advantages. Due to geographical, cultural, and language barriers, very few Western firms successfully operate in the renewable energy space in Southeast Asia. We believe that United Capital Consultants is in a unique position to bridge these gaps through its diverse US and Southeast Asian teams with backgrounds in local languages and cultures. We believe that local competition lacks the capital for aggressive expansion and do not

have access to US or other international capital markets. We believe that this allows for significant growth in both established and emerging markets. The following are key aspects to UCC that we believe will allow it to secure opportunities that will build value for shareholders.

Industry Expertise

UCC has built a team of industry experts and strategic partners who have significant experience in real estate development, construction, and the renewable energy sector, including the development of thousands of MegaWatts in projects and managing operations of projects totaling billions of dollars in value. As growth is achieved and cash flows established, these and other individuals will move from a part-time consultant status to full-time team members.

The diversity and expertise of UCC’s team will allow it to effectively manage new project development and acquisition/management of existing assets.

Language and Culture

UCC’s team unites experts from multiple cultural backgrounds who speak local languages providing numerous benefits:

·Access to and ease in coordinating with clients in its target markets

·Ability to avoid hurdles and promote growth through understanding of cultural challenges in specific areas of different countries

·Ease in negotiating and coordinating with government agencies and State-Owned Enterprises

·Opportunity for continued expansion into new markets

·Ability to swiftly identify projects not typically available to foreign firms

Relationships with Business and Government Leaders

UCC’s team has invested time and resources into studying various markets in and developing relationships in those countries. As plans are made for expansion, said model can be repeated. United Capital Consultant’s management team has established rapport with government officials and business leaders in various countries in Southeast Asia, including:

·Heads of State

·Ministers, Vice Ministers, Director Generals, and Department Heads from various ministries

·Members of Parliament/Congress

·Governors and other state level leaders

·Members of Board of Governors and Board of Directors for various state-owned companies

·Provincial/county/city leaders, including executives, planners, and others

·Other relevant national and local leaders

·SME, SBA, and other similar business organizations

·National, state, and city Chambers of Commerce

·Various private business executives and owners

·Board members and officers of public companies

Quality of staff

United Capital Consultants has begun building a team of experts ready to develop and manage renewable energy assets. Skilled staff; including various consultants and specialists, from the United States and Asia are available to support our growth. Each team member is specifically chosen based on their location, culture, language, and needs related to the projects they will help manage. This strategy is designed to ensure the highest level of quality in building our asset base and providing returns for our shareholders. As we investigate projects in various countries, we will ensure that we have local personnel available to provide country-specific insight and expertise as

needed. In addition to quality personnel, UCC has begun to establish partnerships and relationships with a variety of firms to ensure quality and effectiveness. By carefully selecting quality firms as partners, we believe that UCC will increase its ability to successfully develop and operate its pipeline of projects. We believe that this method not only expands our reach and ability, but limits our liability and overhead.

Strategy and Implementation

United Capital Consultants plan of implementation is one of risk mitigation. UCC has also identified and adopted risk mitigation strategies as follows:

·Mitigation of Exchange Rate Fluctuations: Working internationally presents the risk of exchange rate fluctuation. Negotiations with off takers may in some cases allow for payment in US dollars. In some projects where the government is involved, UCC’s management team has previously negotiated contracts in US dollars and intends to replicate those models. UCC has met with Merrill Lynch and Bank of America representatives regarding an international cross-currency account that can provide an opportunity to utilize and profit on currency diversity as opposed to being threatened by it.

·Political Unrest Mitigation: Regime changes and other political unrest are detrimental to industry, commerce, and the overall economy of nations. It can also lead to concerns over enforcement of contracts. By dealing with entities with a strong history of stability and integrity, we are able to mitigate the risk of political unrest. Additionally, we intend to achieve significant geographic diversity to provide protection from any national or regional unrest or economic instability that may arise. To further mitigate risk, we plan on obtaining Political Risk Insurance from the Overseas Private Investment Corporation.

·Natural Disasters Risk Mitigation: Natural disasters can damage or destroy facilities and bring operations and entire economies to a halt, significantly harming cash flow. In addition to surveying and identifying the lowest risk opportunities available, UCC will mitigate risk with appropriate insurance when applicable.

With these strategies in place, UCC can execute its plan of implementation by beginning operations with existing opportunities. As UCC continues to work with its Investment Bank to establish the renewable energy fund, we will begin implementing smaller development opportunities that require only what capital we are able to reasonably raise on our own. This will add to the legitimacy of the fund while creating long term recurring revenues. As this business segment grows and as the renewable energy fund is established, we will be able to bring on additional staff and more actively pursue larger projects.

We believe that our team and model provide unique opportunities not typically available to competitors, consequently maximizing our returns. Our ultimate goal is to grow into a worldwide operation that receives and reviews new potential projects daily so as to maximize our influence in the renewable sector and create the best returns possible for our shareholders.

Potential Effect of the COVID-19 Global Pandemic on our Business Operations

In December 2019, an outbreak of COVID-19 was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and on March 13, 2020, the virus was declared as a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces, and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our clients’ ability to perform their missions and is in many cases disrupting their operations. It may also impact the ability of our strategic partners to operate and fulfill their contractual obligations, and result in an increase in their costs and cause delays in performance. These effects, and the direct effect of the virus and the disruption on our operations, may negatively impact both our ability to meet customer demand and our revenue and profit margins. Our employees, in some cases, are working remotely due either to safety concerns or to customer-imposed limitations and using various technologies to perform their functions. We could see delays or changes in customer demand. Additionally, the disruption and volatility in the global and domestic capital markets may increase the cost of capital

and limit our ability to access capital. Both the health and economic aspects of COVID-19 are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate any adverse effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022.

Products and Services

United Capital Consultants intends to perform several synergistic operations in the renewable sector. Each alone provides a unique opportunity for growth. Additionally, each portion of our operations will fuel the others. Below are examples of our planned operations:

Asset Management

UCC has engaged a Wall Street Investment Bank to establish a renewable energy fund, which UCC will manage. UCC will initially be focused on projects in Southeast Asia, where management has a number of strong relationships in business and government. Our team has identified a significant number of acquisition targets and has prepared prospective staff members and strategic partnerships to manage the operations of each facility. This business model will provide long-term recurring revenues as each project will have at least a 15-year lifespan.

Project Development

UCC will also leverage its network to provide opportunities for new project development either via obtaining Power Purchase Agreements from State Owned Electricity Companies or by dealing directly with commercial clients who use significant amounts of electricity. These commercial clients will see immediate savings from the use of a PV Solar System, making it an easy sale. UCC has entered into an MOU with a large Chinese EPC/Finance firm (CMEC) to assist in funding these projects. It is anticipated that they will provide 80-90% of the project cost in debt financing, lowering UCC's barrier to entry. Once projects are completed, they can be held for the long term cash flow, or sold into the renewable energy fund or to another interested buyer. This will feed our asset management business and provide additional capital to pursue other development opportunities.

Direct Investment

UCC is confident in its ability to select, acquire, manage, and develop projects. Therefore, we intend to hold equity positions in individual projects or the renewable energy fund as a whole. As we receive management fees or developer's premiums, we may invest a significant portion thereof into the fund. This practice allows us to “put our money where our mouths are” and provide confidence to our clients and returns to our shareholders.

Proxy Business Activities

When appropriate, UCC may engage in business activities through its client/subsidiaries or in related business activities that overlap those interests.

Plan of Operation and Locations

United Capital Consultants’ primary office is located at 3210 E. Coralbell Ave., Mesa, AZ 85204. Satellite offices and work sites will be maintained near or at each project site. Initially, nearly all of our projects will be located in Southeast Asia. Our team is prepared to expand into other parts of the world as positive cash flow is achieved in existing markets. Decisions to expand will be made based on the opportunities available in each market and how their returns compare to those available in existing markets. As expansion will not create significant overhead or operating expenses until projects begin (and projects will provide sufficient revenue as to be self-sustaining), the determining factor will simply be the opportunities available.

The Market

The Greater Mekong Sub-region countries (comprised of Cambodia, Lao PDR, Myanmar, Thailand, and Vietnam) have had significant population growth of 1.12% average annual growth since 2000, with an increase of 34.0 million people over the same period. Urbanization has steadily progressed in the area, with 36.7 million people moving into cities since 2000 - with an aggregate average annual urban growth rate of 1.9 percent. The region has been rapidly transforming as technological increases, production, consumption, and investment fuel economic expansion. Greater Mekong Sub-region (GMS) countries’ economies have a robust 7.1% average GDP growth since 2000, compared to the 2.9% average growth rate of the world economy at large over the same period.

Electricity consumption has steadily risen as the economies in the region expand. On average, aggregate electricity consumption has grown 7.7% annually since 2000. Consumption is predicted to continue to expand at a more moderate pace over the next 20 years. Since 1990, GMS has expanded electricity production by 7.47% annually on average. Continued economic growth, population changes, and technological advancement will require significant investment for additional electricity production. Beyond increasing the total capacity for electricity generation, significant reinvestment is necessary to repair and replace depreciated facilities. For example, in the period of 2015-2036 Thailand anticipates replacing 24.7 GW of installed capacity while installing an additional capacity of 32.8 GW.

Energy source makeup varies widely across the region. The region is deficient in fossil fuels relative to the world, but has abundant sources of hydropower generation. Governments in the GMS plan on increasing electricity production from fossil fuels in the medium term. However, growing public concern about the environment, international agreements to curb emissions, and lower costs for alternative methods of electricity production have all contributed to increasing electricity production from renewable sources. For instance, public protests in Thailand have tabled plans for new coal plants and forced officials to turn to natural gas, renewable sources, and additional imports to meet rising demand. Renewable energy has proved particularly popular in Thailand; between 2014 and 2017, the installed capacity for solar has doubled, and wind has tripled.

The significant size of this market and its continuing growth coupled with our extensive network in the region creates a unique opportunity for UCC. Additionally, each country has a State-Owned Electricity Company, often leading to investment grade counterparties on Power Purchase Agreements. UCC's focus is on growth and sustainability, both of which are key features of this market. Team members with backgrounds in this market allow us to overcome geographical, language, and cultural barriers.

Marketing Strategy

United Capital Consultants does not plan on utilizing any conventional advertising. Our work is predicated almost solely on direct relationships. We have utilized the network built by our founders to establish a pipeline of dozens of potential projects. By utilizing local relationships in the private and public sector, and because of the nature of our business, we will have no need for traditional advertising. Should ever there be a lull in potential projects, UCC will initiate an internet campaign via social media and other online sources to identify opportunities for commercial solar projects.

Competition

UCC is approaching a significant niche in world markets. We believe that there are few organizations with an approach that is similar to UCC. Most other companies operating in this space in the same geographical region are local companies who lack access to larger capital markets, or foreign firms who lack local access and cultural nuance that allow maximum growth potential.

Pricing

United Capital Consultants operates on a philosophy of sustainability. Therefore, we intend that pricing will be determined based on performance. With regards to asset management, we plan to be compensated based on the performance of the assets which we operate. We anticipate a standard fund management fee of 20% of profits beyond a benchmark mutually agreed upon by ourselves and other investors. For project development, our profit via developer's premiums will be contingent on the cost to develop a project and the price we are able to sell it for. The

sale price will likely be based on projected future cash flows. We believe that these pricing principles will allow UCC to adhere to its cash flow positive policy, ensure profitability, and provide quality services to its clients.

Legal Proceedings

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

THE COMPANY

Change of Control

Intellectual Property

At present, the Company does not possess any intellectual property or any intellectual property protection. The Company may decide in the future to pursue efforts to protect its intellectual property, trade secrets and proprietary methods and processes.

Research and Development

The Company has not to date undertaken, and does not currently plan to undertake, any material research and development activities.

Employees

Currently, the Company has 2 part-time employees, who have agreed to assist the Company without pay until the Company is more stable and has recurring cash flow from operations.

Subsidiaries

The Company has no subsidiaries.

Jumpstart Our Business Startups Act

In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things:

·Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;

·Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934;

·Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

·Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

·Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of:

(i)the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

(ii)the completion of the fiscal year of the fifth anniversary of the company’s IPO;

(iii)the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or

(iv)the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

(i)audited financial statements required for only two fiscal years;

(ii)selected financial data required for only the fiscal years that were audited;

(iii)executive compensation only needs to be presented in the limited format now required for smaller reporting companies.

(A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over

financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

Reports to Security Holders

In January 2017, the Company (as Thicket Sound Acquisition Corporation) filed a Form 10-12G general registration of securities pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001693696.

PLAN OF OPERATION

Business Plan and Potential Revenue

Our next 12 months of operations we plan to work with Westwood Capital, United Utilities Authority and Energy Zero Solutions LLC to further develop our operations. It is anticipated that UCC will acquire significant stakes in either UUA and its operating assets, creating recurring cash flows for UCC. Our initial milestones include having executing an agreement with a Chinese EPC/debt funding partner (CMEC), and finalizing agreements for construction of the first commercial solar rooftop lease systems (on May 7, 2019, in connection with our agreement with United Utilities Authority (“UUA”) and the Company’s goal to engage in business activities to create business verticals synergistic in nature to its clients’ operations, the Company placed a deposit towards the purchase of STEEM Inc. Co. Ltd., a Special Project Vehicle Company that owns and operates a 2 Megawatt solar farm in Thailand. 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. Furthermore, we 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.

However, as discussed earlier in this report, we expect that our operations will be adversely impacted by the Covid-19 pandemic. Even once the effects of the pandemic on our business subsides, it may take longer than expected for business in our target markets to resume normal operations. Accordingly, at this time we are unable to predict the overall impact in 2022 and beyond on our Company at this time.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company,” we have elected not to provide the disclosure required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

Our principal executive office is located at 3210 E. Coralbell Ave., Mesa, AZ 85204. Management permits the Company to use these premises at no cost to the Company. Currently, this space is sufficient to meet our needs, however, once we expand our business to a significant degree, we will have to find a larger space. We do not foresee any significant difficulties in obtaining any required additional space. We do not currently own any real property.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

There is currently no public market for the Company’s securities.

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTCQB Venture Capital Market. The OTCQB Venture Capital Market is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTCQB Venture Capital Market, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general, there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.

Stockholders

As of March 30, 2022, were approximately 53 stockholders.

Dividends

We have not paid, nor declared, any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2021, the Company did not have any compensation plans (including individual compensation arrangements) under which our Common Stock was authorized for issuance.

The Company’s management will review the adoption of an equity compensation plan in the future.

Recent sales of unregistered securities

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.

On January 19, 2021, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 1,000 shares of its Common Stock to an entity controlled by an existing shareholder for total proceeds of $5,000, or $5 a share. The Company has not yet used the proceeds of this sale, but intends to use the proceeds for administrative purposes in connection with the operation of its business.

From February to November 2021, in Private Placements, the Company sold 5,600 shares to existing shareholders or their entities for $5 per share for total proceeds of $28,000.

In February 2022, in Private Placements, the Company sold 1,500 shares of common stock to existing shareholders or their entities for $5 per share for total proceeds of $7,500.

In March 2022, in Private Placements, the Company sold 1,000 shares of common stock to existing shareholders or their entities for $5 per share for total proceeds of $5,000.

ITEM 6. SELECTED FINANCIAL DATA.

As a “smaller reporting company,” we have elected not to provide the disclosure required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited consolidated 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 industry of our Company’s business, the success of our operations, marketing and sales activities, vigorous competition in the industry of our Company’s business, 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.

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 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 (please see supra). Due to the current situation in Thailand as relating to COVID-19, these projects have been significantly delayed.

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.

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, 2021, services have consisted of introducing one client and performing preliminary site studies and inspections. Revenues will be achieved upon completion of solar installation at the client’s premises.

For the year ended December 31, 2021, the Company generated a total of $0. During the year ended December 31, 2021, the Company sustained a net loss of $48,907 and had an accumulated deficit of $349,453.

For the years ended December 31, 2021 and 2020, 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.

Revenues and Losses

During the year ended December 31, 2021, the Company posted no revenues and operating expenses of $48,907. The Company had $0 in interest and income tax expense, resulting in a net loss of $48,907.

Liquidity and Capital Resources

The Company had a cash balance of $761 as of December 31, 2021.

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 has 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 2022.

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 equity and debt financings as well as funding from its primary shareholders 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 Year Ended December 31, 2021 as compared to the Year Ended December 31, 2020

The Company generated $0 in revenues during the year ended December 31, 2021 as compared to $2,000 in other income during the year ended December 31, 2020. The other income recognized during the year ended December 31, 2020 are from an advance received as a part of the “Cares Act” through the Economic Injury Disaster Loan program in the amount of $2,000. The advance does not have to be paid back.

During the year ended December 31, 2021, the Company posted operating expenses of $48,907 and had a net loss of $48,907. In contrast, during the year ended December 31, 2020, the Company posted operating expenses of $161,051 and had a net loss of $159,051. The decrease in operating expenses and net loss is attributable to decreased costs related to the contraction of the operations of the Company resulting from the COVID-19 pandemic.

During the years ended December 31, 2021 and 2020, the Company used $33,907 and $124,051, respectively, in operating activities and $0 in investing activities. The Company generated $33,000 and $114,500, respectively, from financing activities, which consisted of proceeds received from the issuance of common stock.

The Company had a cash balance of $761 and $1,668 as of December 31, 2021 and 2020, respectively.

Equipment Financing

The Company has no existing equipment financing arrangements.

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

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.

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 $761 and $1,668 in cash and cash equivalents as of December 31, 2021 and 2020, 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 December 31, 2021 or 2020.

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 December 31, 2021 and 2020, 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 December 31, 2021 and 2020, 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 instruments such as cash and accrued liabilities approximate their fair values because of the short maturity of these instruments. As of December 31, 2021 and 2020, the Company does not have any such instruments.

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.

During the year ended December 31, 2021, the Company recognized no revenue. During the year ended December 31, 2020, the Company recognized $2,000 in other income in the form of a government grant.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,” we have elected not to provide the disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The required financial statements are included following the signature page of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls and procedures required by Rule 15d-15(b) of the Exchange Act) were ineffective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by the Report, we had failed to adequately invest in personnel and systems to accumulate, record and properly report on our results of operations.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of December 31, 2021, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was ineffective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

This annual 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 rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 15d-15(f) of the Exchange Act) that occurred during the year ended December 31, 2021, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Officers and Directors

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

Name	Position	Year Commenced
Clayton Patterson	President, Secretary & Director	2018
Harold Patterson	Chief Financial Officer & Director	2018

Clayton Patterson

President, Secretary & Director

Clayton Patterson serves as President, Secretary, and a director of the Company. Clayton has broad experience in commercial construction, development, and the energy sector. As Chief Financial Officer of Patterson Enterprises, a regional commercial construction, and development firm operating in the Southwestern United States, he was integrally involved in a range of projects. He was instrumental in obtaining and successfully completing a number of large scale projects such as the various phases of the Grant 55 housing projects with the San Carlos Apache Tribe for construction of 104 single-family homes and related infrastructure, including civil construction, roads, and utilities as well as the Tribe’s Tax Credit VII project for the rehabilitation of 50 housing units and other similar projects, including funding and construction of multiple commercial and residential real estate developments.

He has consulted on a large number of projects internationally including the development of over a dozen solar projects throughout Thailand, including solar farms and roof-mounted systems, the installation of underground and overhead electrical transmission systems in several cities, construction of electrical substations, and renovation of high voltage systems for government-owned airports.

He is fluent in several dialects of Thai and Laotian and has served as a volunteer interpreter and advisor to ASEAN government and business leaders. Through these activities, he developed deep relationships with throughout the region. He studied International Business at Arizona State University.

Harold Patterson

Chief Financial Officer & Director

Harold Patterson serves as Chief Financial Officer and a director of the Company. Since 2005, Mr. Harold Patterson has served as Chief Executive Officer of Patterson Enterprises, Inc. at which he manages all company personnel, sub-contractors, and all phases of the building process for multi-million-dollar projects. He has implemented the long- and short-term goals of the company and acted as a liaison on behalf of owners and clients in the acquisition of capital for project funding. He has successfully managed bidding numerous multi-million-dollar projects. Harold is experienced in projects that include the design and development of roads, electrical and communications lines, water, sewer, and structures.

At Patterson Enterprises, Harold manages and administers an annual top line in sales exceeding $40,000,000. As

a design/builder, Harold regularly procured project finance for developments ranging from $20,000,000 to $75,000,000 in value. Mr. Patterson is fluent in Spanish and Guarani.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Registrant’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Registrant, either directly or indirectly. Based on this review, the board currently has no independent directors.

Term of Office

Each director serves for a term of one year and until his successor is elected at the Annual Shareholders’ Meeting and is qualified, subject to removal by the shareholders. Each officer serves for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified. Each member of the Advisory Board serves at the discretion of the Board of Directors.

Family Relationships

Clayton Patterson, the President, Secretary and a Director of the Company, and Harold Patterson, the Chief Financial Officer and a Director of the Company, are brothers.

Indemnification of Officers, Directors, Employees and Agents

The Certificate of Incorporation and bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification.

Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (I) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s by-laws, any agreement, vote of shareholders or otherwise.

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Identification of Significant Employees

The Company currently has two part-time employees, not including independent sales consultants.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

·Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

·Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

·Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining,

barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

·Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

·Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

·Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any

·Registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Committees of the Board

Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Board of Directors can adequately perform the functions of such committees.

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, at the address appearing on the first page of this filing.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.

Code of Ethics

Our Board of Directors has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth all compensation paid by the Company for the fiscal years of 2021 and 2020.

Summary Executive Compensation Table:

Name and principal position (a)	Year ended December 31 (b)	Salary ($) I	Bonus ($) (d)	Stock Awards ($) I	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Clayton Patterson(1)	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0

Harold Patterson(2)	2021	0	0	0	0	0	0	0	0
	2020	0	0	0	0	0	0	0	0

To date, the Company has not paid compensation to any executive officer or director. The Company may choose to pay a salary or fees to its executive management. The table above does not include prerequisites and other personal benefits in amounts less than 10% of the total annual salary and other compensation. There have been no changes in the Company’s compensation policy since the end of the Company’s last fiscal year, December 31, 2021.

(1)Clayton Patterson is the Company’s President, Secretary and a Director.

(2)Harold Patterson is the Company’s Chief Financial Officer and a Director.

Narrative Disclosure to Summary Compensation Table

There are no current employment agreements between the Company and its executive officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.

Outstanding Equity Awards at Fiscal Year-End

There are no current outstanding equity awards to our executive officers as of December 31, 2021.

Employment Agreements

The Company shall enter into and maintain customary employment agreements with each of its officers and employees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act may require our executive officers and Directors, and persons who own more than ten percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading. Executive officers, Directors and more than ten percent (10%) stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended December 31, 2021, we believe that our executive officers, Directors and ten percent (10%) stockholders complied with all reporting requirements applicable to them.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with respect to ownership of issued and outstanding stock of the Company as of the date hereof by each executive officer and director of the Company and any person or group known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities:

Security Ownership of Officers, Directors and Certain Beneficial Holders

Name and Address of

Beneficial Owner

Title of class

Amount and Nature of

Beneficial Ownership

Percentage of Class(1)

Clayton Patterson (2) (3)

Common Stock

2,511,000

(4)

56%

Harold Patterson (2)(5)

Common Stock

1,655,601

(6)

37%

(1)Based upon 4,506,918 shares outstanding as of December 31, 2021.

(2)The address of the Company’s Officers and Directors is 3210 E. Coralbell Ave., Mesa, AZ 85204.

(3)Clayton Patterson is the Company’s President, Secretary and a Director.

(4)Clayton Patterson is the beneficial owner of 2,511,000 shares of the Company’s common stock, comprised of 2,509,000 shares held by Patterson Consolidated, LLC, which is a company that is controlled by Mr. Clayton Patterson, and 2,000 shares of the Company’s common stock held by Mr. Clayton Patterson as an individual.

(5)Harold Patterson is the Company’s Chief Financial Officer and a Director.

(6)Harold Patterson is the beneficial owner of 1,655,601 shares of the Company’s common stock, comprised of 1,650,001 shares held by Patterson Holdings, Inc., which is a company that is controlled by Mr. Harold Patterson, and 5,600 shares of the Company’s common stock held by Mr. Harold Patterson as an individual.

Transactions with Related Persons

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 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 farms in UUA’s pipeline in an amount which shall not exceed 49% of the issued and outstanding shares in any project company. UUA will act as the operator of said solar assets. 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. Due to the current situation in Thailand as relating to COVID-19, these projects have been significantly delayed.

Other than the foregoing, there were no transactions, or any currently proposed transactions, since the beginning of the Company's last fiscal year in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our Board of Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification

of our Board of Directors, or an appropriate committee thereof. With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

·Disclosing such transactions in reports where required;

·Disclosing in any and all filings with the SEC, where required;

·Obtaining disinterested directors consent; and

·Obtaining shareholder consent where required.

Director Independence

Quotations for the Company’s common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, the Company applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As a result, the Company does not have any independent directors. Our directors, Clayton Patterson and Harold Patterson, are also executive officers of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $9,528 during fiscal year ended December 31, 2021 and $9,008 during fiscal year ended December 31, 2020.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported above were $0 for the fiscal years ended December 31, 2021 and 2020.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $0 for fiscal years ended December 31, 2021 and 2020.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal years ended December 31, 2021 and 2020.

Audit Committee

As of the date of this Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements Index

The following financial statements are filed with this report:

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2021 and 2020

Statements of Operations for the years ended December 31, 2021 and December 31, 2021

Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020

Notes to Financial Statements

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)
10.5		Addendum No. 1 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd. (filed as an exhibit to the Form 8-K dated May 28, 2019)
10.6		Addendum No. 2 to Consultancy Agreement between United Capital Consultants, Inc. and United Utilities Authority, Ltd. (filed as an exhibit to the Form 8-K dated July 10, 2019)
10.7		Consulting Agreement between United Capital Consultants, Inc. and Energy Zero Solutions LLC (filed as an exhibit to the Form 8-K dated September 1, 2021)
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 March 31, 2022.

	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 March 31, 2022.

	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	March 31, 2022.

/s/ Harold Patterson	Director	March 31, 2022.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT

TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED

SECURITIES PURSUANT TO SECTION 12 OF THE ACT

We will furnish to the Securities and Exchange Commission, at the same time that it is sent to stockholders, any proxy or information statement that we send to our stockholders in connection with any annual stockholders’ meeting.

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets as of December 31, 2021 and 2020	F-2

Statements of Operations for the years ended December 31, 2021 and 2020	F-3

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020	F-4

Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-5

Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

United Capital Consultants, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of United Capital Consultants, Inc. (the Company) as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

March 31, 2022

F-1

UNITED CAPITAL CONSULTANTS, INC.

BALANCE SHEETS

As of December 31, 2021 and 2020

	December 31, 2021		December 31, 2020

ASSETS
Current assets
Cash	$	761	$	1,668
Total current assets		761		1,668

Deposits - related party		65,000		65,000

Total assets	$	65,761	$	66,668

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued liabilities		50,000		35,000
Total liabilities	$	50,000	$	35,000

Stockholders’ equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding		-		-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 4,506,918 and 4,500,318 shares issued and outstanding as of December 31, 2021 and 2020, respectively		451		450
Additional paid-in capital		364,763		331,764
Accumulated deficit		(349,453)		(300,546)
Total stockholders’ equity		15,761		31,668

Total liabilities and stockholders’ equity	$	65,761	$	66,668

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

F-2

UNITED CAPITAL CONSULTANTS, INC.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2021 and 2020

	For the year ended December 31, 2021		For the year ended December 31, 2020

REVENUES
Revenue	$	-	$	-
Total Revenues		-		-

COST OF GOODS SOLD		-		-

GROSS MARGIN		-		-

OPERATING EXPENSES
General and Administrative Expenses		48,907		161,051
Total Operating Expenses	$	48,907	$	161,051

Other Income (Expense)
Other Income		-		2,000
Total Other Income/(Expense)	$	-	$	2,000

NET LOSS BEFORE INCOME TAXES		(48,907)		(159,051)
Provision for Income Taxes		-		-
Net loss	$	(48,907)	$	(159,051)

Loss per share - basic and diluted	$	(0.01)	$	(0.04)

Weighted average shares - basic and diluted		4,503,573		4,491,989

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

F-3

UNITED CAPITAL CONSULTANTS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2021 and 2020

	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity

Balance, December 31, 2019	4,477,418		448		217,266		(141,495)		76,219

Common stock issued for cash	22,900		2		114,498		-		114,500
Net loss	-		-		-		(159,051)		(159,051)

Balance, December 31, 2020	4,500,318	$	450	$	331,764	$	(300,546)	$	31,668

Common stock issued for cash	6,600		1		32,999		-		33,000
Net loss	-		-		-		(48,907)		(48,907)

Balance, December 31, 2021	4,506,918	$	451	$	364,763	$	(349,453)	$	15,761

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

F-4

UNITED CAPITAL CONSULTANTS, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2021 and 2020

	For the year ended December 31, 2021		For the year ended December 31, 2020

OPERATING ACTIVITIES
Net loss	$	(48,907)	$	(159,051)
Adjustments to reconcile net loss to net cash used in operations:
Changes in operating assets and liabilities:
Increase in accrued expenses		15,000		35,000
Net cash used in operating activities		(33,907)		(124,051)

INVESTING ACTIVITIES		-		-

FINANCING ACTIVITIES
Issuance of common stock for cash		33,000		114,500
Net cash provided by financing activities		33,000		114,500

Net decrease in cash		(907)		(9,551)
Cash, beginning of period		1,668		11,219
Cash, end of period	$	761	$	1,668

SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income taxes	$	-	$	-
Interest	$	-	$	-

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

F-5

UNITED CAPITAL CONSULTANTS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

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

NATURE OF OPERATIONS

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.

F-6

UNITED CAPITAL CONSULTANTS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

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 December 31, 2021, services have consisted of introducing one client, performing preliminary site studies and inspections, and facilitating system design and price negotiations. Revenues will be achieved upon completion of solar installation at the client’s premises.

BASIS OF PRESENTATION

USE OF ESTIMATES

CASH

CONCENTRATION OF RISK

INCOME TAXES

F-7

UNITED CAPITAL CONSULTANTS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

LOSS PER COMMON SHARE

FAIR VALUE OF FINANCIAL INSTRUMENTS

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.

REVENUE

During the year ended December 31, 2021, the Company recognized no revenue. During the year ended December 31, 2020, the Company recognized $2,000 in other income in the form of a government grant.

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.

F-8

UNITED CAPITAL CONSULTANTS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

NOTE 2 - GOING CONCERN

The Company has not generated significant revenue since inception to date and has sustained operating loss of $48,907 for the year ended December 31, 2021. The Company had working capital of $761 and an accumulated deficit of $349,453 as of December 31, 2021 and an accumulated deficit of $300,546 as of December 31, 2020. 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 December 31, 2021 and 2020, there were 4,506,918 and 4,500,318 shares of common stock issued and outstanding, respectively. As of December 31, 2021 and 2020, no shares of preferred stock were issued and outstanding.

From February to November 2020, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 22,900 shares of common stock to existing shareholders or their entities for $5 per share for total proceeds of $114,500.

In January 2021, in relation to its registered offering pursuant to its Registration Statement on Form S-1, the Company sold 1,000 shares of common stock to an existing shareholder for their entity for $5 per share for total proceeds of $5,000.

From February to November 2021, in Private Placements, the Company sold 5,600 shares to existing shareholders or their entities for $5 per share for total proceeds of $28,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

F-9

UNITED CAPITAL CONSULTANTS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2021 and 2020

NOTE 5 - SUBSEQUENT EVENTS

In February 2022, in Private Placements, the Company sold 1,500 shares of common stock to existing shareholders or their entities for $5 per share for total proceeds of $7,500.

In March 2022, in Private Placements, the Company sold 1,000 shares of common stock to existing shareholders or their entities for $5 per share for total proceeds of $5,000.

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.

F-10

UNITED CAPITAL CONSULTANTS INC. 10-K