Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Universal Solar Technology, Inc.
11811 North Freeway, Suite 500
Houston, Texas 77060
1- 832-229-7046
www.universalsolartechnology,com
paul.landrew@universalsolartechnology.com
SIC: 3433
Annual Report
For the Period Ending: December 31, 2018
(the Reporting Period)
As of 12/31/2018 the number of shares outstanding of our Common Stock was:
600,549,974
As of 12/31/2017 the number of shares outstanding of our Common Stock was:
72,599,974
As of 12/31/2018 the number of shares outstanding of our Common Stock was:
600,549,974
Indicate by check mark whether the company is a shell company (as defined in
Rule 405 of the Securities Act of 1933 and
Rule 12b-2 of the Exchange Act of 1934):
Yes: X No: ?
Indicate by check mark whether the companys shell status has changed since the
previous reporting period:
Yes: ? No: X
Indicate by check mark whether a Change in Control of the company has occurred
over this reporting period:
Yes: ? No: ?
1) Name of the issuer and its predecessors (if any)
In answering this item, please also provide any names used by predecessor
entities and the dates of the name changes.
Universal Solar Technology, Inc.
Date and state (or jurisdiction) of incorporation (also describe any changes
to incorporation since inception, if applicable)
Please also include the issuers current standing in its state of incorporation
(e.g. active, default, inactive):
The company was incorporated in the State of Nevada on July 24, 2007 and is
currently active with the State.
Has the issuer or any of its predecessors been in bankruptcy, receivership,
or any similar proceeding in the past five years?
Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such
proceedings, please provide additional details in the
space below:
N/A
2) Security Information
Trading symbol: UNSS
Exact title and class of securities outstanding: Common
CUSIP: 913836102
Par or stated value: $.0001
Total shares authorized: 2,500,000,000 as of date: 12/31/18
Total shares outstanding: 600,549,974 as of date: 12/31/18
Number of shares in the Public Float2: 52,579,974 as of date: 12/31/18
Total number of shareholders of record: 60 as of date: 12/31/18
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All additional class(es) of publicly traded securities (if any):
Trading symbol: N/A
Exact title and class of securities outstanding:?????
CUSIP: ?????
Par or stated value: ?????
Total shares authorized: ????? as of date: ?????
Total shares outstanding: ????? as of date: ?????
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Transfer Agent
Name: V Stock Transfer, LLC
Phone: 212-828-8436
Email: info@vstocktransfer.com
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Is the Transfer Agent registered under the Exchange Act?3 Yes: ? No: ?
Describe any trading suspension orders issued by the SEC concerning the issuer
or its predecessors:
None
List any stock split, stock dividend, recapitalization, merger, acquisition,
spin-off, or reorganization either currently anticipated or that occurred
within the past 12 months:
None
3) Issuance History
The goal of this section is to provide disclosure with respect to each event
that resulted in any direct changes to the total shares outstanding of any
class of the issuers securities in the past two completed fiscal years and
any subsequent interim period.
Disclosure under this item shall include, in chronological order, all
offerings and issuances of securities, including debt convertible into
equity securities, whether private or public, and all shares, or any other
securities or options to a cquire such securities, issued for services.
Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of
outstanding shares within the past two completed fiscal years and
any subsequent periods: ?
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date 12/31/16
Common: 22,599,974
Preferred: N/A
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*Right-click the rows below and select Insert to add rows as needed.
Date of
Transaction
Transaction type (e.g. new issuance, cancellation, shares returned to
treasury)
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of
issuance?
(Yes/No)
Individual/ Entity Shares were issued to (entities must have individual
with
voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) -OR-
Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exemption or Registration Type.
08/18/2017
Issuance
50000000
Common
N/A
No
The Arminda Group, LLC
Tamiko Plair
Control Block
Restricted
Section 4(a)(2)
01/25/2018
Issuance
20000000
Common
N/A
No
Stephani L. Bankett
Officer
Restricted
Section 4(a)(2)
01/25/2018
Issuance
200000000
Common
N/A
No
Darrell A Calloway
Officer
Restricted
Section 4(a)(2)
01/25/2018
Issuance
20000000
Common
N/A
No
Elbert Hamilton
Officer
Restricted
Section 4(a)(2)
01/25/2018
Issuance
200000000
Common
N/A
No
Paul D Landrew
Officer
Restricted
Section 4(a)(2)
01/25/2018
Issuance
30000000
Common
N/A
No
Tracy Wilkerson
Officer
Restricted
Section 4(a)(2)
01/262018
Issuance
1195880
Common
N/A
No
Cede & CO
?????
Restricted
Section 4(a)(2)
04/25/2018
Cancellation
200000000
Common
N/A
No
Darrell A. Calloway
Officer
Restricted
Section 4(a)(2)
04/25/2018
Cancellation
200000000
Common
N/A
No
Paul D Landrew
Officer
Restricted
Section 4(a)(2)
04/27/2018
Issuance
5000000
Common
N/A
No
Marilyn R Haynes
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
25000000
Common
N/A
No
Caleb J Landrew
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
25000000
Common
N/A
No
Corbin J Landrew
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
25000000
Common
N/A
No
Kimberly R Landrew
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
50000000
Common
N/A
No
Paul D. Landrew
Officer
Restricted
Section 4(a)(2)
04/27/2018
Issuance
25000000
Common
N/A
No
LaTeisha J. Landrew
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
25000000
Common
N/A
No
Johnny Smith
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
10000000
Common
N/A
No
Wayne Nobles
Gift
Restricted
Section 4(a)(2)
04/27/2018
Issuance
10000000
Common
N/A
No
St Stephen Baptist Church
Ernest Schell Control Person
Gift
Restricted
Section 4(a)(2)
05/22/2018
Issuance
160000000
Common
N/A
No
Darrell A Calloway
Officer
Restricted
Section 4(a)(2)
05/22/2018
Issuance
20000000
Common
N/A
No
John Stokes
Gift
Restricted
Section 4(a)(2)
05/22/2018
Issuance
20000000
Common
N/A
No
Austin A Smith
Gift
Restricted
Section 4(a)(2)
08/03/2018
Cancellation
30000000
Common
N/A
No
Tracy Wilkerson
Officer
Restricted
Section 4(a)(2)
08/03/2018
Issuance
28800000
Common
N/A
No
Tracy Wilkerson
Officer
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Skyler Wilkerson
Gift
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Tanesia C Wilkerson
Gift
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Traci S Wilkerson
Gift
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Trenton S Wilkerson
Gift
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Tanesia C / C/F Tristyn S Wilkerson
Gift
Restricted
Section 4(a)(2)
08/03/2018
Issuance
200000
Common
N/A
No
Tanesia C / C/F Tia S Wilkerson
Gift
Restricted
Section 4(a)(2)
08/10/2018
Issuance
2000000
Common
N/A
No
Tamiko L Brock
Employee
Restricted
Section 4(a)(2)
08/10/2018
Issuance
85000
Common
N/A
No
Freddie Hackney III
Gift
Restricted
Section 4(a)(2)
08/10/2018
Issuance
85000
Common
N/A
No
Tyrone Hackney
Gift
Restricted
Section 4(a)(2)
08/10/2018
Issuance
85000
Common
N/A
No
Nicholas Jefferson
Gift
Restricted
Section 4(a)(2)
08/10/2018
Issuance
160000
Common
N/A
No
Ricky Plair
Gift
Restricted
Section 4(a)(2)
08/10/2018
Issuance
5450000
Common
N/A
No
Stock Vest
Art Brent Control Person
Services
Public Relations
Restricted
Section 4(a)(2)
?????
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?????
?????
Shares Outstanding on Date of This Report:
Ending Balance Ending Balance:
Date 12/31/2018
Common: 600,549,974
Preferred: N/A
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Example: A company with a fiscal year end of December 31st, in addressing
this item
for its quarter ended September 30, 2019, would include any events that
resulted in
changes to any class of its outstanding shares from the period beginning
on January 1,
2017 through September 30, 2019 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes
to the table
above:
?????
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding
promissory
notes, convertible notes, convertible debentures, or any other debt instruments
that may
be converted into a class of the issuers equity securities.
Check this box if there are no outstanding promissory, convertible notes or
debt
arrangements: ?
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of
instrument to
shares)
Name of Noteholder (entities must have individual with voting / investment
control
disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
12/03/2016
$20,000
$25,000
N/A
Stated in note relative to the dismissal of court case in Nevada A 16
74115 C
At any time before the Maturity Date, Maker shall have the right but not
the obligation,
to cause the Holder to convert this Note into Common Stock of the Maker
or any security
convertible into Common Stock of the Maker (the Conversion Shares), based
on a conversion
price equal to the lesser (1) the average price at which the Maker sells
its Common Stock
during the sixty (60) days prior to the conversion or (ii) the par value
of the Makers
Common Stock (the Conversion Price)
The Arminda Group
Tamiko Plair Control Person
Loan
?????
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?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
?????
Use the space below to provide any additional details, including footnotes
to the table above:
?????
4) Financial Statements
A. The following financial statements were prepared in accordance with:
? U.S. GAAP
? IFRS
B. The financial statements for this reporting period were prepared by (name
of individual)4:
Name: J. Anthony Barr, CPA, Esq.
Title: CPA
Relationship to Issuer: Professional Services Provider
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Provide the financial statements described below for the most recent fiscal
year or quarter.
For the initial disclosure statement (qualifying for Pink Current Information
for the first
time) please provide reports for the two previous fiscal years and any
subsequent interim periods.
C. Balance sheet;
D. Statement of income;
E. Statement of cash flows;
F. Statement of Changes in Shareholders Equity
G. Financial notes; and
H. Audit letter, if audited
You may either (i) attach/append the financial statements to this disclosure
statement or
(ii) file the financial statements through OTCIQ as a separate report using
the appropriate
report name for the applicable period end. (Annual Report, Quarterly
Report or Interim
Report).
If you choose to publish the financial statements in a separate report as
described above,
you must state in the accompanying disclosure statement that such financial
statements are
incorporated by reference. You may reference the document(s) containing the
required
financial statements by indicating the document name, period end date, and
the date that
it was posted to OTCIQ in the field below. Financial Statements must be
compiled in one document.
The 2018 Annual Financial Statements are included in this disclosure.
Financial statement information is considered current until the due date
for the
subsequent report (as set forth in the qualifications section above). To
remain
qualified for Current Information, a company must post its Annual Report
within
90 days from its fiscal year-end date and Quarterly Reports within 45 days
of each
fiscal quarter-end date.
5) Issuers Business, Products and Services
The purpose of this section is to provide a clear description of the
issuers current
operations. In answering this item, please include the following:
A. Summarize the issuers business operations (If the issuer does not
have current
operations, state no operations)
No Operations
B. Describe any subsidiaries, parents, or affiliated companies, if
applicable, and a
description of such entitys business, contact information for the
business, officers,
directors, managers or control persons. Subsidiary information may
be included by reference
The Arminda Group, LLC is the parent company of Universal Solar
Technology, Inc.
C. Describe the issuers principal products or services, and their markets
N/A
6) Issuers Facilities
The goal of this section is to provide a potential investor with a clear
understanding
of all assets, properties or facilities owned, used or leased by the issuer.
In responding to this item, please clearly describe the assets, properties
or facilities
of the issuer, give the location of the principal plants and other property
of the issuer
and describe the condition of the properties. If the issuer does not have
complete
ownership or control of the property (for example, if others also own the
property
or if there is a mortgage on the property), describe the limitations on the
ownership.
If the issuer leases any assets, properties or facilities, clearly describe
them as
above and the terms of their leases.
Office Space at 11811 North Freeway, Suite 500, Houston, Texas 77060. Six
month term
with option if needed.
7) Officers, Directors, and Control Persons
The goal of this section is to provide an investor with a clear understanding
of the identity of all the persons or entities that are involved in managing,
controlling or advising the operations, business development and disclosure of
the issuer, as well as the identity of any significant or beneficial
shareholders.
Using the tabular format below, please provide information, as of the period
end date of this report, regarding any person or entity owning 5% of more of
any class of the issuers securities, as well as any officer, and any director
of the company, regardless of the number of shares they own. If any listed
are corporate shareholders or entities, provide the name and address of the
person(s) beneficially owning or controlling such corporate shareholders,
or the name and contact information of an individual representing the
corporation or entity in the note section.
Name of Officer/Director or Control Person
Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
Paul D Landrew
Officer
Houston, Texas
50000000
Common
8%
Darrell A Calloway
Officer
Houston, Texas
160000000
Common
26.6%
The Arminda Group, LLC
Tamiko Plair Control Person
Parent Company
Houston, Texas
50000000
Common
8%
These are the control shares held by The Arminda Group, LLC
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?????
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8) Legal/Disciplinary History
A. Please identify whether any of the persons listed above have, in the past
10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
None
2. The entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently
or temporarily enjoined, barred, suspended or otherwise limited such
persons involvement in any type of business, securities, commodities, or
banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission, the Commodity Futures
Trading Commission, or a state securities regulator of a violation of
federal or state securities or commodities law, which finding or judgment
has not been reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that
permanently or temporarily barred, suspended, or otherwise limited such
persons involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the
issuer or any of its subsidiaries is a party or of which any of their
property is the subject. Include the name of the court or agency in
which the proceedings are pending, the date instituted, the principal
parties thereto, a description of the factual basis alleged to
underlie the proceeding and the relief sought. Include similar
information as to any such proceedings known to be contemplated by
governmental authorities.
None
9) Third Party Providers
Please provide the name, address, telephone number and email address
of each of the following outside providers:
Securities Counsel
Name: Andrew Coldicutt
Firm: The Law Offices of Andrew Coldicutt
Address 1: 1220 Rosecrans Street, PMB 258
Address 2: San Diego, CA 92106
Phone: 619-228-4970
Email: Andrew@ColdicuttLaw.com
Accountant or Auditor
Name: J. Anthony Barr, CPA, Esq.
Firm: Barr Law and CPA Firm
Address 1: 11811 North Freeway, Suite 500
Address 2: Houston, Texas 77060
Phone: 71-836-9601
Email: lawandcpa@outlook.com
Investor Relations
Name: ?????
Firm: ?????
Address 1: ?????
Address 2: ?????
Phone: ?????
Email: ?????
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Other Service Providers
Provide the name of any other service provider(s) that that assisted,
advised, prepared or provided information with respect to this
disclosure statement. This includes counsel, advisor(s) or
consultant(s) or provided assistance or services to the issuer
during the reporting period.
Name: ?????
Firm: ?????
Nature of Services: ?????
Address 1: ?????
Address 2: ?????
Phone: ?????
Email: ?????
Name: ?????
Firm: ?????
Nature of Services: ?????
Address 1: ?????
Address 2: ?????
Phone: ?????
Email: ?????
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10) Issuer Certification
Principal Executive Officer:
The issuer shall include certifications by the chief executive
officer and chief financial officer of the issuer (or any other
persons with different titles but having the same responsibilities).
The certifications shall follow the format below:
I, Paul D. Landrew certify that:
1. I have reviewed this Annual Disclosure Statement of Universal
Solar Technology, Inc.;
2. Based on my knowledge, this disclosure statement does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
disclosure statement; and
3. Based on my knowledge, the financial statements, and other
financial information included or incorporated by reference
in this disclosure statement, fairly present in all material
respects the financial condition, results of operations and
cash flows of the issuer as of, and for, the periods presented
in this disclosure statement.
08/031/2020
/s/Paul D. Landrew [CEOs Signature]
(Digital Signatures should appear as /s/ [OFFICER NAME])
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Principal Financial Officer:
I, Paul D. Landrew certify that:
1. I have reviewed this Annual Disclosure Statement of Universal
Solar Technology, Inc.
2. Based on my knowledge, this disclosure statement does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other
financial information included or incorporated by reference in
this disclosure statement, fairly present in all material
respects the financial condition, results of operations and
cash flows of the issuer as of, and for, the periods presented
in this disclosure statement.
08/31/2020
/s/Paul D. Landrew [CFOs Signature]
(Digital Signatures should appear as /s/ [OFFICER NAME])
Universal Solar Technology, Inc.
Comparative Balance Sheets (unaudited)
Amended and Restated for the Year Ending December 31, 2018
Assets
Notes
December 31, 2018
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As amended and restated
Current assets
Cash
$ 1,391
Accounts Receivables
2
$ -
Total Current Assets
$ 1,391
Fixed assets
4 and 5
$ 27,871
Accumulated Depreciation
4 and 5
$ (11,149)
Total assets
$ 18,113
Current Liabilities
Accrued Lease Liability
4
$ 8,740
Long Term Liability
Loan Payable
6 and 11
$ 19,050
Total Liabilities
$ 27,790
Stockholders Equity
Common Stock ($0.0001 Par Value) authorized 2,500,000,000 shares;
issued and outstanding 547,970,000 restricted, 52,579,974 non
restricted and 600,549,974 shares
8 and 10
$ 3,081
Additional Paid In Capital
$ 81,279
Retained Earnings
4
$ (263,152)
Opening Balance Equity
2
$ (155,500)
Owners Contributions
11
$ 589,411
Owners Equity
$ (2,260)
Net Income
3
$ (262,537)
Total Equity
$ (9,677)
Total Liabilities and Stockholders Equity
$ 18,113
The accompanying notes are an integral part of these unaudited
financial statements.
Universal Solar Technology, Inc.
Comparative Statements of Operations (unaudited)
Amended and Restated for the Year Ending December 31, 2018
Notes
December 31, 2018
As amended and restated
Revenues
$
Total Revenue
3
$
Cost of Goods Sold
$
Gross Profit
Operating Expenses
Advertising & Marketing
4
$ 3,091
Charitable Contributions
$ 1,200
Contractors
4
$ 70,689
Dues & subscriptions
4
$ 4,416
Legal & Professional Services
7
$ 9,726
Office Supplies & Software
$ 2,072
Other Business Expenses
4
$ 139,562
Rent & Lease
4
$ 26,200
Taxes & Licenses
$ 2,025
Travel
$ 3,556
Depreciation Expense
4
Total Expenses
$ 262,537
Net Operating Loss
$ (262,537)
Net loss
3
$ (262,537)
The accompanying notes are an integral part of these unaudited
financial statements.
Universal Solar Technology, Inc.
Comparative Statements of Cash Flows (unaudited)
Amended and Restated for the Year Ending December 31, 2018
Notes
December 31, 2018
As amended and restated
Operating Activities
Net loss
3
$ (262,536)
Depreciation
4
$ 11,149
Adjustments to Net Income:
Changes in Accounts Receivables
2
$ 22,352,877
Changes in Payables
4
$ 2,790
Total Adjustments to reconcile Net Income to Net Cash provided by
operations:
$ 22,366,816
Total Cash Flow from Operating Activities
$ 22,104,280
Investing Activities
$
Financing Activities
Additional Paid In Capital (Common Stock)
$ 81,279
Common Stock ($0.0001 Par Value)
$ 821
Opening Balance Equity
2
$ (22,352,877)
Owners Contributions
$ 187,331
Retained Earnings
4
$ (19,889)
Net cash provided by financing activities
$ (22,103,335)
Net cash increase for period
$ 945
Cash at beginning of period
$ 446
Cash at end of period
$ 1,391
The accompanying notes are an integral part of these unaudited
financial statements.
Notes to Universal Solar Technology, Inc.
Financial Statements (Unaudited)
Year Ending December 31, 2019 and amended and restated for December
31, 2018
Table of Contents
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS 2
Overview 2
Non Reliance on Previously Issued Financial Statements 2
Accounts Receivables and Equity Amended and Restated 2
Amended and Restated Effects on Common Shares 3
2019 Financial Statements 4
NOTE 3. GOING CONCERN UNCERTAINTY 4
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 5
Basis of Presentation 5
Basis of Measurement 5
Estimates and Assumptions 5
Advertising Expense 6
Contractors Expense 6
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Dues and Subscription Expenses 7
Other Business Expenses 7
Lease Expense & Accrued Lease Liability 7
NOTE 5. FIXED ASSETS 8
NOTE 6. LONGTERM DEBT 9
NOTE 7. COMMITMENTS AND CONTINGENCIES 9
Legal Matters 9
NOTE 8. STOCKHOLDERS EQUITY 10
Common Stock 10
NOTE 9. VARIABE INTEREST ENTITY 10
NOTE 10. EQUITYBASED COMPENSATION 10
Restricted Stock 10
NOTE 11. RELATED PARTY TRANSACTIONS 10
NOTE 12. SUBSEQUENT EVENTS 11
Notes to Universal Solar Technology, Inc.
Financial Statements (Unaudited)
Year Ending December 31, 2019 and amended and restated for
December 31, 2018
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS
Overview
Universal Solar Technology, Inc. (the Company) was
incorporated under the laws of the State of Nevada on July 24,
2007. The Companys common
shares trade on the OTC Exchange Market under the trading
symbol UNSS. The Companys principal and registered office
is located at 19547 Bold River
Road, Tomball, Texas 77375. Our telephone number is
(832)229 7046 and our web address is
www.universalsolartechnology.com. The information provided
on our website is not part of this Annual Report on the OTC
Disclosure Statement and is therefore not incorporated by
reference in this Annual Report
on the OTC Disclosure Statement.
The Companys business focus has moved in the direction
of a fintech renewable energy platform development as well as
the planned installation
of a closed loop waste to energy technology with a global
consequential impact.
NOTE 2. AMENDED AND RESTATED 2018 FINANCIAL STATEMENTS
Non Reliance on Previously Issued Financial Statements
On March 1, 2020, the Company reached a determination
to amend and restate the Companys financial statements and
related disclosure notes for
the year ended December 31, 2018 (2018 financial statements)
included in its Annual Reports on the OTC Disclosure Statement.
On the same date, the Company determined that the 2018 financial
statements should no longer be relied upon because of material
accounting and presentation errors that
resulted in a material misstatement on those financial statements.
Accounts Receivables and Equity Amended and Restated
On February 18, 2017, the Company recorded approximately
$22.4 million as a debit to Receivables (receivables) and a
credit to the Opening
Equity Account (equity). The Company did not create a
contra equity account to offset potential nonrealization,
and in October 2019, after failed attempts to collect, the
Company determined that the receivables of approximately
$22.4 million would not be realized.
Upon consultation, the Company determined that the
receivables were not recorded and presented in accordance
with Accounting Standards
Codification (ASC) 505 10-45-2. According to ASC 505-10-45-2
reporting a note as an asset is generally not appropriate,
except in very limited circumstances where there is substantial
evidence of intent and ability to pay in a reasonably short
period of time.
The Company did not have evidence that the other party
had the intent and the ability to pay in a reasonably short
period of time, the
receivables were not secured by a letter of credit nor other
liquid collateral, and the receivables were not collected
prior to the issuance of
the 2018 financial statements. Therefore, the receivables
should not have been recorded and presented as an asset.
Notes to Universal Solar Technology, Inc.
Financial Statements (Unaudited)
Year Ending December 31, 2019 and amended and restated for
December 31, 2018
To correct this material error the Company amended and
restated the receivables and equity as follows:
Receivables (unaudited)
% Change
$
(a) 2018 as Reported receivables
22,352,877
0
(b) 2018 as Amended and restated receivables
0
(100)
(a) For the year ended December 2018 receivables as reported
in the Companys Annual Report on the OTC Disclosure Statement
filed on April 23, 2019.
(b) Amended and restated receivables value to zero based on
non-realization.
Opening Equity (unaudited)
% Change
$
(c) 2018 as Reported opening equity
22,197,377
0
(d) 2018 as Amended and restated opening equity
(155,500)
101
(c) For the year ended December 2018 value as reported
in the Companys Annual Report on the OTC Disclosure
Statement filed on April 23, 2019.
(d) Amended and restated equity value to (155,500).
In sum, the Company reduced both the receivables and
equity by $22.4 million in
order to correct the material accounting error.
Amended and Restated Effects on Common Shares
The Company shows the effects on earnings (loss) per share
in the table that follows. According to ASC 250-10-50-7 when
financial statements are restated to correct an error, the
Company shall disclose the effect on each financial statement
line item, and any per-share amounts affect for each
prior period presented.
Loss Per Common Share (unaudited)
%
Change
$
(e) 2018 as Reported net loss
(262,537)
0
(f) 2018 as Amended and restated loss per share
(0.0004)
0
(e) For the year ended December 2018 net loss as reported
in the Companys Annual Report on the OTC Disclosure
Statement filed on April 23, 2019.
(f) Adjusted value based on amendment and restatement.
To calculate the loss per common share the Company
divided net loss (262,537) by 600,549,974 the average
weighted outstanding shares.
As a result of the amendment and restatement, the Companys
2018 receivables and equity accounts were materially impacted.
At the same time,
there was no impact to net loss and loss per common share.
2019 Financial Statements
The Company did not file its Annual Report on the OTC
Disclosure Statement for the calendar year ended December 31,
2019, (2019 financial
statements) by the due date. The delay was attributed to the
length of time taken to review, amend and restate the Companys
2018 financial
statements. The unaudited 2019 financial states are included
in this filing and presented in a comparative format.
NOTE 3. GOING CONCERN UNCERTAINTY
Our unaudited 2019 financial statements and unaudited
amended and restated 2018 financial statements have been
prepared as a going concern
basis in accordance with generally accepted accounting
principles in the United States. The going concern basis
assumes that we will continue in
operations for the next 12 months and will be able to
realize our assets and discharge our liabilities and
commitments in the normal course of
business.
Our lack of revenue, recurring losses, negative cash
flows from operating activities, stockholders deficit,
need for additional financing and
the uncertainties surrounding our ability to obtain such
financing raise substantial doubt about our ability to
continue as a going concern. The
Companys anticipated merger with Entrex will position the
Company to generate revenue from a more diverse strategic
investment approach. Likewise,
we are in the final stages of negotiations for a partnership
with a waste to energy company which will position us for
revenue generation within the
next 12 months.
The achievement of these goals is paramount to the
mitigation of the factors described. To fail in completing
these actions will cast
substantial doubt as to our ability to continue as a going
concern for a period of 12 months after the date our
financial statements included in this
Annual Report on OTC Disclosure Statement are issued. If
we become unable to continue as a going concern, we may
have to liquidate our assets, and potentially realize
significantly less than the values at which they are
carried on our financial statements, and the holders of
our securities could
lose all or part of their investment.
NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Companys unaudited 2019 financial statements
and unaudited amended and restated 2018 financial statements,
were approved by the Board of Directors on June 19, 2020 and
have been prepared in accordance and conformity with
generally accepted accounting principles as issued by
the Financial Accounting Standards Board (FASB) using
the accounting policies described herein.
Basis of Measurement
These financial statements are presented in US dollars
which is the functional and reporting currency. The
financial statements are prepared
on a historical cost basis. In addition, these financial
statements have been prepared using the accrual basis of
accounting.
Estimates and Assumptions
The preparation of the condensed financial statements
in conformity with generally accepted accounting principles,
United States, 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 financial statements and the
reported amounts of revenues and expenses during the
reporting period. The most
significant estimates in the Companys financial
statements relate to fixed assets. Actual results
could differ from those estimates.
Upon consultation, the Company recognized that
while fixed assets were presented at historical costs,
depreciation was not accumulated. As a
result the Company adopted the Straight-line Depreciation
Method for fixed assets with a useful life of five years.
The Company adjusted the
financial statements to reflect accumulated depreciation
for 2017 and 2018 combined as follows:
Accumulated Depreciation (unaudited)
$
(g) 2018 as Reported accumulated depreciation
0
(h) 2018 as prior period adjustment
(11,149)
(g) For the year ended December 2018 value as reported in
the Companys Annual Report on the OTC Disclosure Statement
filed on April 23, 2019.
(h) The Company recorded $27,871 in fixed assets for the
year ended December 31, 2018 and December 31, 2017.
Accumulated depreciation adjustment was calculated as:
$27,871 divided by 5 years equals $5,574. However, since
depreciation was not recorded
in 2017 and 2018 an adjustment in the amount of $11,149 was
recorded.
The adoption and adjustment for depreciation did not
have a material effect on net loss, the prior period
adjustment to the retained earnings
account was follows:
Retained Earnings (unaudited)
%
Change
$
(i) 2018 as Reported retained earnings
(243,263)
0
(j) 2018 as prior period adjustment
(254,412)
(5)
(i) Retained earnings as reported in 2018.
(j) Retained earnings prior period adjustment for accumulated
depreciation for the years ended December 31, 2018 and
December 31, 2017.
Advertising Expense
In accordance with ASC 720-35-05-1, the Company
expensed advertising costs as they were incurred.
Contractors Expense
The Company recorded administrative support and
third-party vendors in this account.
Dues and Subscription Expenses
The Company recorded fees associated with OTC Markets,
professional publications, software services in this account.
Other Business Expenses
The Company recorded non-capitalized equipment, office
supplies, reimbursements, bank charges, postage, printing
services and utilities in this account.
Lease Expense & Accrued Lease Liability
On January 1, 2019, we adopted Accounting Standards
Update ASU No. 2016 02,Leases, as amended by ASU 2018 10,
Codification Improvements to Topic 842, ASU 2018 11
Targeted Improvements, and 2019 01, Codification
Improvements. These ASUs required the
recognition of lease assets and
lease liabilities for virtually all leases and required
disclosure of key information about leasing arrangements.
We elected to adopt these new
standards prospectively.
The Company had a two-year sub-lease agreement with a
company that had surplus space. The lease began March 2017
and ended March 2019. The monthly payments were $3,200 per
month. Upon inquiry, the Company disclosed that while it
paid $58,460 for leasing,
there was an outstanding
balance of $18,340 (outstanding balance) which is payable
by December 31, 2020. Of the outstanding balance, $9,600 is
attributable to 2019,
and $8,740 is attributed to 2018.
In 2018, the Company did not properly expense and accrue
for the lease liability applicable to the period. With the
adoption of ASU 2018-10
and to correct this accounting error, the Company recorded
expenses and accrued lease liability for 2018 as follows:
Lease Expense (unaudited)
%
Change
$
(k) 2018 as Reported lease expense
26,200
0
(l) 2018 as prior period adjustment
8,740
33
(k) Rent and Lease Expense as reported in 2018.
(l) Retained earnings prior period adjustment for lease
expense $8,740 the amount incurred but not paid for the
year ended December 31, 2018. After
this adjustment retained earnings were (263,152).
Accrued Lease Liability (unaudited)
%
Change
$
(m) 2018 as Reported accrued lease liability
0
0
(n) 2018 as prior period adjustment
8,740
100
(m) Accrued lease liability as reported in 2018.
(n) Retained earnings prior period adjustment for
accrued lease liability $8,740 the amount incurred
but not paid as of December 31, 2018.
The landlord did not take legal action nor did the
landlord impose interest on the outstanding balance.
The Company has agreed to pay the
remaining balance of $18,340 by December 31, 2020.
For the avoidance of doubt, the landlord is not a
related party.
NOTE 5. FIXED ASSETS
Fixed Assets comprised of furniture, desktop
computers, fax machines, phone and security systems
at December 31:
Estimated Useful Life
Fixed Assets, net
(unaudited)
years
$
(o) 2018 as Reported fixed assets
27,871
(p) 2018 as prior period adjustment and restatement
fixed assets
5
18,113
(o) Fixed Assets were purchased in 2017, but the
Company did not record depreciation for the years
ended December 31, 2018 and December 31, 2017.
The Company presented the Fixed Assets at historical
costs as shown.
(p) The Company estimated Fixed Assets useful estimated
life as 5 years and using the straight-line method of
depreciation, the Company recognized 2
years of accumulated depreciation. As of December 31,
2018, the fixed assets book value was $18,113, the
Company Accumulated depreciation as stated
in Note 4.
NOTE 6. LONG TERM DEBT
Long term debt consisted of the following as of
December 31:
Loan Payable
(unaudited)
$
(q) Loan Payable
19,050
(r) Interest rate
0
(s) Years in repayment
Lump sum
(q) The Company currently has a loan payable in the
amount of $19,050.
(r) The interest rate on the loan is 0 percent.
(s) The original loan amount was $25,000. These funds
were used in securing the receivables. The balance
reflected as of December 31, 2018 was
$19,050. The lender, Darrell A. Calloway, serves as
President of the Company; this related Party Transaction
is also discussed in Note 11. Mr.
Calloway has agreed to defer monthly payments on the loan.
The loan is due in full by December 31, 2022.
NOTE 7. COMMITMENTS AND CONTINGENCIES
Legal Matters
The Company confirms that are no
legal matters or litigation pending.
NOTE 8. STOCKHOLDERS EQUITY
Common Stock
As of December 31, 2018, we are authorized to issue
2.5 billion shares of common stock with a par value of
$0.0001 per share. For the
years ended December 31, 2019, and December 31, 2018
there were 600,549,974 shares issued and outstanding.
Basic loss per common share is computed by dividing
net loss available to common stockholders by the weighted
average number of common
shares outstanding during each period. The computation of
basic loss per share is presented as follows for the years
ended December 31, 2019 and
December 31, 2018:
Loss Per Common Share (unaudited)
Loss Per Common Share (unaudited)
2019
2018
(t)Loss Per Common Share
Weighted average common shares outstanding (basic)
(0.0001)
(0.0004)
NOTE 9. VARIABE INTEREST ENTITY
A VIE is defined as an entity in which equity
investors do not have the characteristics of a
controlling financial interest or do not
have sufficient equity at risk for the entity to finance
its activities without additional subordinated financial
support from other parties.
The Company confirms that there are no VIE interests.
NOTE 10. EQUITY BASED COMPENSATION
Restricted Stock
In August 2017, the company issued Restricted
Stock Units for the original management team. The stock
was issued at par value and carried
a two year vesting period. The company has disclosed
all Restricted Stock Units which were issued and are
included in the current disclosure.
There are no additional entitlements or options planned
at this time. There have been no transactions of stock
being sold by the original
management team as the shares are still restricted since
no legal opinion has been attained.
All certificates still have a legend.
NOTE 11. RELATED PARTY TRANSACTIONS
As of December 31, 2018, Company has received loans
from Paul D. Landrew, Chairman and Chief Executive Officer
and Darrell A. Calloway,
President. Paul D. Landrew loaned the Company of $626,562
which was converted to Owners Equity. Presently, the
Company, has a loan payable
to Darrell A. Calloway in the amount of $19,050 as
described in Note 6.
NOTE 12. SUBSEQUENT EVENTS
The Company confirms that were no
subsequent events to report.
1 Change in Control shall mean any events resulting in:
(i) Any person (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) becoming the beneficial
owner (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent
(50%) or more of the total voting
power represented by the Companys then outstanding
voting securities;
(ii) The consummation of the sale or disposition by the
Company of all or substantially all of the Companys assets;
(iii) A change in the composition of the Board occurring
within a two (2)-year period, as a result of which fewer
than a majority of the directors
are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either
by remaining outstanding
or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent
(50%) of the total voting power
represented by the voting securities of the Company or
such surviving entity or its parent outstanding
immediately after such merger or consolidation.
2 Public Float shall mean the total number of unrestricted
shares not held directly or indirectly by an officer,
director, any person who
is the beneficial owner of more than 10 percent of the
total shares outstanding (a control person), or any
affiliates thereof, or any
immediate family members of officers, directors and
control persons.
3 To be included in the Pink Current Information tier,
the transfer agent must be registered under the Exchange Act.
4 The financial statements requested pursuant to this item
must be prepared in accordance with US GAAP or IFRS by
persons with sufficient
financial skills.
This regulatory filing also includes additional resources:
UNSS_2018_10K.pdf
Universal Solar Technology (CE) (USOTC:UNSS)
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