$UNSS 10-K FILING DEC. 30 / 2020 Disclosure St
Post# of 22
(Total Views: 322)
Posted On: 12/30/2020 11:29:57 AM
$UNSS 10-K FILING DEC. 30 / 2020
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,
2019
(the "Reporting Period"
As of 12/31/2019 the number of shares outstanding
of our Common Stock was:
600,549,974
As of 12/31/2018 the number of shares outstanding
of our Common Stock was:
600,549,974
As of 12/31/2019 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: ? No: ?
Indicate by check mark whether the company's shell
status has changed since the previous reporting
period:
Yes: ? No: ?
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 issuer's 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: 12/31/19
Total shares outstanding:
600,549,974 as of date: 12/31/19
Number of shares in the Public Float :
52,579,974 as of date: 12/31/19
Total number of shareholders of record: 60 as of date: 12/31/19
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:
Transfer Agent
Name: V Stock Transfer, LLC
Phone: 212-828-8436
Email: info@vstocktransfer.com
Is the Transfer Agent registered under the Exchange Act? 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 issuer's 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 acquire 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 12/31/17
Common: 72,599,974
Preferred: N/A
*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.
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)
Shares Outstanding on Date of This Report:
Ending Balance
Ending Balance:
Date 12/31/2019
Common: 600,549,974
Preferred: N/A
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 issuer's 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 Maker's Common Stock (the "Conversion Price" The Arminda Group - Tamiko Plair Control Person Loan
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) :
Name: J. Anthony Barr,
CPA, Esq.
Title: CPA
Relationship to Issuer: Professional
Services Provider
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) Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
A. Summarize the issuer's 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 entity's 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) Issuer's 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 issuer's 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
200000000
Common
33.3%
These are the shares
associated with the
Note currently held by
The Arminda Group,
LLC
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 person's 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 person's 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:
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:
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 [CEO's Signature]
(Digital Signatures should appear as "/s/ [OFFICER NAME]"
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.
08/031/2020
/s/Paul D. Landrew [CFO's Signature]
(Digital Signatures should appear as "/s/ [OFFICER NAME]"
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 Company's 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 Company's 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 Company's 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 Company's 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
Company's 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 Company's
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 Company's 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 Company's 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 Company's 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:
L
e
a
s
e
E
x
p
e
n
s
e
(
u
n
a
u
d
i
t
e
d
)
%
C
h
a
n
g
e
$ (k) 2018 as Reported lease expense
2
6
,
2
0
0
0
(l) 2018 as prior period adjustment
8
,
7
4
0
3
3
(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).
A
c
c
r
u
e
d
L
e
a
s
e
L
i
a
b
il
i
t
y
(
u
n
a
u
d
i
t
e
d
)
%
C
h
a
n
g
e
$ (m) 2018 as Reported accrued lease liability
0
0
(n) 2018 as prior period adjustment
8
,
7
4
0
1
0
0
(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:
Esti
mat
ed
Use
ful
Life
Fixed
Assets
, net
(unau
dited)
y
e
ar
s
$
(o) 2018 as Reported fixed assets
2
7
,
8
7
1
(p) 2018 as prior period adjustment and restatement fixed assets
5 18,11
3
(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 "Owner's 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.
"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 Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's 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.
"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.
To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
https://www.otcmarkets.com/filing/html?id=145...a87g1sJHth
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,
2019
(the "Reporting Period"
As of 12/31/2019 the number of shares outstanding
of our Common Stock was:
600,549,974
As of 12/31/2018 the number of shares outstanding
of our Common Stock was:
600,549,974
As of 12/31/2019 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: ? No: ?
Indicate by check mark whether the company's shell
status has changed since the previous reporting
period:
Yes: ? No: ?
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 issuer's 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: 12/31/19
Total shares outstanding:
600,549,974 as of date: 12/31/19
Number of shares in the Public Float :
52,579,974 as of date: 12/31/19
Total number of shareholders of record: 60 as of date: 12/31/19
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:
Transfer Agent
Name: V Stock Transfer, LLC
Phone: 212-828-8436
Email: info@vstocktransfer.com
Is the Transfer Agent registered under the Exchange Act? 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 issuer's 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 acquire 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 12/31/17
Common: 72,599,974
Preferred: N/A
*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.
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)
Shares Outstanding on Date of This Report:
Ending Balance
Ending Balance:
Date 12/31/2019
Common: 600,549,974
Preferred: N/A
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 issuer's 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 Maker's Common Stock (the "Conversion Price"
The Arminda Group - Tamiko Plair Control Person Loan 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) :
Name: J. Anthony Barr,
CPA, Esq.
Title: CPA
Relationship to Issuer: Professional
Services Provider
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) Issuer's Business, Products and Services
The purpose of this section is to provide a clear description of the issuer's current operations. In answering this item, please include the following:
A. Summarize the issuer's 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 entity's 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) Issuer's 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 issuer's 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
200000000
Common
33.3%
These are the shares
associated with the
Note currently held by
The Arminda Group,
LLC
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 person's 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 person's 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:
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:
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 [CEO's Signature]
(Digital Signatures should appear as "/s/ [OFFICER NAME]"
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.
08/031/2020
/s/Paul D. Landrew [CFO's Signature]
(Digital Signatures should appear as "/s/ [OFFICER NAME]"
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 Company's 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 Company's 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 Company's 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 Company's 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
Company's 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 Company's
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 Company's 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 Company's 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 Company's 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:
L
e
a
s
e
E
x
p
e
n
s
e
(
u
n
a
u
d
i
t
e
d
)
%
C
h
a
n
g
e
$ (k) 2018 as Reported lease expense
2
6
,
2
0
0
0
(l) 2018 as prior period adjustment
8
,
7
4
0
3
3
(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).
A
c
c
r
u
e
d
L
e
a
s
e
L
i
a
b
il
i
t
y
(
u
n
a
u
d
i
t
e
d
)
%
C
h
a
n
g
e
$ (m) 2018 as Reported accrued lease liability
0
0
(n) 2018 as prior period adjustment
8
,
7
4
0
1
0
0
(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:
Esti
mat
ed
Use
ful
Life
Fixed
Assets
, net
(unau
dited)
y
e
ar
s
$
(o) 2018 as Reported fixed assets
2
7
,
8
7
1
(p) 2018 as prior period adjustment and restatement fixed assets
5 18,11
3
(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 "Owner's 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.
"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 Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's 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.
"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. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
https://www.otcmarkets.com/filing/html?id=145...a87g1sJHth
(0)
(0)Universal Solar Tech (UNSS) Stock Research Links
Scroll down for more posts ▼