OTC Pink Basic Disclosure Guidelines UNITED CONSORTIUM LTD. DATED: April 13, 2018

Transcription

1 OTC Pink Basic Disclosure Guidelines UNITED CONSORTIUM LTD. DATED: April 13, 2018 ALL INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM THE BOOKS AND RECORDS OF UNITED CONSORTIUM LTD ( COMPANY ) IN ACCORDANCE WITH RULE 15c2-11 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED HEREIN IN CONNECTION WITH THE COMPANY. ANY REPRESENTATIONS NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN MADE OR AUTHORIZED BY THE COMPANY. DELIVERY OF THIS INFORMATION DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS ISSUER INFORMATION AND DISCLOSURE STATEMENT. INFORMATION AND DISCLOSURE STATEMENT All information in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of Rule 15c2-11 promulgated under the Securities Exchange Act of 1934, as amended. The enumerated items and captions contained herein correspond to the format as set forth in that rule. 1 P a g e

2 OTC Pink Basic Disclosure Guidelines 1) Name of the issuer and its predecessors (if any) United Consortium Ltd. 2) Address of the issuer s principal executive offices Company Headquarters Address 1: PO Box , Tampa, Fl Phone: UnitedConsortiumLimited@gmail.com Website(s): IR Contact Scott Gallagher ) Security Information Trading Symbol: UCSO Exact title and class of securities outstanding: Common and Preferred CUSIP: Par or Stated Value: Common Total shares authorized: 275,000,000 Total shares outstanding: 83,729,344 as of: December 31,2017 Preferred Total shares authorized: 25,000,000 Total shares outstanding: 0 as of: December 31,2017 Transfer Agent Nevada Agency and Transfer Company 50 West Liberty Street, Suite 880 Reno, Nevada Is the Transfer Agent registered under the Exchange Act?* Yes: x No: *To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. 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 2 P a g e

3 4) Issuance History During the two years ended December 31, 2017, we have issued the following common stock: On January 27, 2017, we issued 4,166,667 shares in exchange for $25,000 of debt at $0.006 per share. The underlying note had an ending balance of $25,000 at December 31, ) Financial Statements United Consortium, LTD. Financial Statements (Unaudited) Table of Contents Balance Sheets as of December 31, 2017 and Income Statements for the years ended December 31, 2017 and Statements of Stockholders Equity/(Deficit) for the years ended December 31, 2017 and Statements of Cash Flows for the years ended December 31, 2017 and Notes to Financial Statements for the years ended December 31, 2017 and P a g e

4 Balance Sheets December 31, 2017 and 2016 (Unaudited) Assets Current assets Cash and cash equivalents $ - - Accounts receivable 10,943 7,191 Accrued Income 5,002 3,750 Total Current Assets 10,943 7,191 Property and Equipment, Net - - Other Assets Music Library 250, ,000 Movie Projects 25,000 25,000 Domain Note 358,421 - Total Other Assets 633, ,000 Total Assets $ 644, ,191 Liabilities and Stockholders' Equity (Deficit) Accounts payable and accrued expenses $ 128,952 16,440 Note Payable 801, , Total current Liabilites 930, ,440 Long-Term Debt-Net of Current portion - - Total liabilities 930, ,440 Stockholders' equity: Preferred stock, 25,000,000 share authorized, $.001 par value, no shares outstanding at December 31,2017 and ,370 7,956 Common stock 275,000,000 shares authorized, $.001 par value, 83,729,344 and 79,562,677 shares issued and outstanding at December 31, 2017 and Additional paid in capital 502, ,205 Accumulated deficit (788,980) (497,410) Total stockholders' equity (deficit) (286,189) (11,249) Total Liabilities and stockholders' equity (deficit) $ 644, ,191 The notes are an integral part of these financial statements. 4 P a g e

5 United Consortium, Ltd. Statements of Operations Twelve Months Ended December 31, 2017 and 2016 (Unaudited) REVENUES $ 4,752 $ 3,752 OPERATING EXPENSES: Cost of revenues - - Sales and marketing - - Consulting fees 75,568 - General and administrative 6,112 4,110 Research and development - - Amortization of intangibles - - Total operating expenses 81,680 4,110 Income (Loss) from operations (76,928) (358) Interest expense (15,000) - One Time Charge (200,000) - NET INCOME (LOSS) $ (291,928) $ (358) Basic weighted average number of shares outstanding 83,729,344 79,562,677 Basic Earnings per share $ - $ - Diluted weighted average number of shares outstanding 83,729,344 79,562,677 Diluted earnings per share $ $ - The notes are an integral part of these financial statements. 5 P a g e

6 United Consortium, Ltd. Statements of Cash Flows Twelve Months Ended December 31, 2017 and 2016 (Unaudited) Cash flows from operating activities: Net income (loss) $ (291,928) $ (358) Accounts Receivable 10,943 3,752 Note Payable 524,601 Accounts Payable and Accrued Expenses (128,952) (4,110) Total cash flows from operating activities 114,664 (716) Cash flows from investing activities: Purchse of domain names (360,000) - Purchase of office equipment - - Total cash flows from investing activities (360,000) - Cash flows from financing activities: Financing fees paid - Note Payable - Shareholders' Equity: Common $.0001 Par Value Shareholders' Equity: Paid in Capital 24,586 - Total cash flows from financing activities 25,000 - Increase (decrease in) cash and cash equivalents (251,168) (716) Cash and cash equivalents, beginning of period 2,052 2,768 Cash and cash equivalents, end of period $ (124,588) $ 2,052 The notes are an integral part of these financial statements. 6 P a g e

7 Statements of Stockholders' Equity Twelve Months Ended December 31, 2017 and 2016 (Unaudited) Preferred Stock Common Stock Additional Accumulated Shares Amount Shares Amount Paid-In Capital Deficit Total Balance December 31, $ - 79,562,677 $ 7,956 $ 478,205 $ (497,052) $ (10,891) Stock issued for Debt. 4,166, , Net loss for the year ended December 31, 2017 (291,928) (291,928) - - Balance December 31, $ - 83,728,844 $ 8,370 $ 502,791 $ (788,980) $ (302,819) The notes are an integral part of these financial statements. United Consortium, Ltd. Notes to the Financial Statements Note 1 - ORGANIZATION The Company United Consortium, Ltd. (the "Company"), a Nevada Corporation, its primary business address is 5281 Ehrlich Rd, Tampa, Florida The primary mailing address is PO Box , Tampa Florida The Company originally incorporated under the name Cascadia Capital Corporation in Nevada on October 29 th, On September 20, 2002 the Company changed its name to Storage Alliance, Inc. In November 2006 the Company changed its name to ReBuilder Medical, Inc. In January of 2007 the Company changed its name to Pizza International, Inc. In June of 2007 the Company changed it name to Look Entertainment, Inc. In August of 2007 the Company changed its name to VTEC, Inc. In April of 2008 the Company changed its name to United Consortium, Ltd. On December 30, 2009 the Company purchased certain assets relating to a music library for $250,000 from Hindsight Records, Inc. In 2012 the Company acquired Westor Capital Group, Inc. a FINRA registered broker-dealer and the shareholders of Westor became the majority shareholders in the Company. In 2013, the Company exited the Westor business and remained focused on monetizing and expanding its music industry related assets. Control By Principal Shareholder As of December 31, 2016, the former Chief Executive Officer and CFO of the Company owned, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the former Chief Executive Officer and CFO has the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business. 7 P a g e

8 Note 2 SUMMARY OF SIGNIFICANT ACCOUTNING POLICIES (A) Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. (B) Cash and Cash Equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. (C) Revenue Recognition The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements and No. 104, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. (D) Property and Equipment The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a three year life for software and five year life for computer equipment. As of December 31, 2017 and 2016, the Company s net property and equipment is $0. (E) Income Taxes The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes ( Statement 109 ). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (F) Income (Loss) Per Share Basic income (loss) per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, Earnings per Share. Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents. To the extent stock options, warrants, stock equivalents and warrants are anti-dilutive, they are excluded from the calculation of diluted income per share. For the twelve month periods ended December 31, 2017 and 2016 there were no shares issuable upon the exercise of stock options. (G) Going Concern 8 P a g e

9 The Company incurred net losses for the years ended December 31, 2017 and 2016 of $291,928 and $358 respectively. The Company had an accumulated deficit of $788,980 at December 31, 2017 and an accumulated deficit of $497,410 at December 31, 2016.The Company generated limited revenue from its operations relative to its operational expenses. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to take the following steps that it believes will be sufficient to provide the Company with the ability to continue in existence: seek to expand opportunities to monetize its music related assets raise funds through the issuance of its common stock, debt instruments or other means that it deems necessary; and acquire or develop business and business assets. Note 3 NOTES AND NOTES PAYABLE On December 30, 2009 the Company purchased certain assets relating to a music library for $250,000 from Hindsight Records, Inc. As of December 31, 2016 and 2015 the Company had an outstanding balance due of $200,000 on this note. On January 28, 2015 the Company extended a $25,000 Note to Hanover House, Inc. relating to a movie project the Company is involved in. This note carry s an internet rate of 15%. On January 28, 2015 the Company entered into a loan agreement with Falmouth Street Holdings, LLC relating to a $27,000 loan. This loan carries an interest rate of 15% and was due on August of We are in default of this Loan and are working on an amendment to cure the default. On April 1 st of 2017 the Company acquired a domain portfolio consisting of 118 top level Internet domain names in exchange for a $360,000 note. Note 4 COMMITMENTS AND CONTINGENCIES (A) Employment Agreements The Company has a two (2) year employment agreement with its CEO at an annual rate of $120,000 per year. (B) Consulting Agreements The Company has no consulting agreements in force. (C) Operating Lease Agreements The Company has a month to month lease agreement in force at a monthly rate of $875. (D) Unissued Conversions In September of 2014 the Company received and approved conversion requests for 23,794,610 shares of common stock to a group of former debt holders. While these shares have been approved to be issued, as of the date of this filing they have not been issued. 9 P a g e

10 (E) Litigation. To management s knowledge, the Company is not subject to any pending or threatened litigation. Note 5- PREPARATION OF FINANCIAL STATMENTS These financial statements included in this filing have not been reviewed by a public company oversight board certified accountant (PCAOB Auditor). On September 13, 2006 the Company filed a Form 15 to terminate its registration under Section 12g of the Securities and Exchange Act of 1934 or its suspension of its duty to file reports under Sections 13 and 15 of the Securities Exchange Act of The Company has applied to begin filing current reports on the OTC Markets public company reporting system and expects to begin filing reports immediately after approval is granted as per OTC Markets requirements. Code of Ethics The Company has not adopted a Code of Ethics that applies to our principal executive officer, principal accounting officer or controller or persons performing similar functions in that its sole officer and director serves in all of the above capacities 6) Describe the Issuer s Business, Products and Services The Company operates as an acquisition and development Company focused on creating shareholder value by identifying and monetizing opportunities in Technology, the Internet, New Media and Emerging Markets. The Company is currently focusing its growth efforts in three distinct areas: legal vertical digital services, the emerging legal cannabis market and developing new businesses leveraging block chain based technologies, specifically in the personal medical health records space (PHR). To that end the Company has formed three wholly owned subsidiary companies; LawyersNetwork.com, Inc., First Canna Corp. and Block Chain, Inc. The LawyersNetwork.com, Inc. Our subsidiary The Lawyers Network, Inc. is a diversified digital marketing and vertical search focused Company. The Company owns vertical search sites built on some of the best direct navigation, premium domain names, in the world. The Lawyers Network will derive revenue from two primary sources: Lawyers paying for access to our sites and advertising placed within our network of sites. Some of the Lawyers Network top brands include: ImmigrationAttorney.com, CriminalAttorneys.com, DUILawyers.com and PersonalInjuries.com and over 100 additional brands. The legal industry in America today is a massive market. A recent Forbes article estimated that 2015 lawyer advertising spending was over $890 million and growing. The article stated that some attorney related clicks were the most expensive on the web costing as much as $670 for a single click according to a survey by the U.S. Chamber s Institute for Legal Reform. The Lawyers Network currently offers lawyers exclusive listings on its vertical search sites and only works with a small number of lawyers in a single market. First Canna Corp. 10 P a g e

11 Our subsidiary First Canna Corp. is headquartered in Tampa Florida. The Company was formed to take advantage of the emerging opportunities in the newly legal medical marijuana market in Florida and elsewhere. On June 23 rd, 2017 the Governor of Florida signed legislation that legalized medical marijuana in the state of Florida after the amendment was approved by 71% of the voters in November of The implementation of the new law in Florida has been slow since taking effect in October of Though with major portions of the population in North America, over 80 million people including California and Canada scheduled for full legalization by July of 2018, we believe a major opportunity exists. We have identified a digital opportunity that we are pursuing but limiting what we disclose for competitive reasons. We expect this digital project to go live during the second half of Block Chain, Inc.-PHR Block Chain project The Company is designing and developing a Personal Health Records (PHR) Block Chain based business and launched a limited beta test in March of The Company plans to launch its PHR Blockchain platform for full open release during the second half of The initial version of the PHR Blockchain allows patients and doctors to communicate while storing actions and documents. The patient owns the records and can provide others with access as they see fit for an amount of time they see fit. Patients are also able to upload past records to their PHR account, providing a centralized, controlled location for them to store and access their personal health records. The goal of the project is to return control of a person s health records back to them, so they can decide who can see and use their personal health records. With access to the advanced security features of block chain technology, we believe we can launch the beta version of the platform without incurring a relatively high expense. The Company has begun accepting pre-launch registration of the network by launching PhysiciansBlockChain.com for Physicians and MyHealthBlockChain.com for patients to preregister for the platform. Entertainment Division The Company s entertainment division focuses on development of its digital music library as well as other opportunities in the music and film industry. The division has been involved in movie production and development and is focusing on developing an entertainment social platform to assist in the launch of indie movies. The Company was incorporated in 1999 in the state of Nevada The Company s primary and secondary SIC Code is 738 The Company s fiscal year end date is December 31 Principal products, services and markets: United Consortium operates in different business segments: 11 P a g e

12 The Lawyers Network offers digital products such as Internet listings on vertically targeted websites both owned and others, website design and hosting, call tracking, search engine optimization, search marketing, social media marketing and integration and content generation among others. First Canna Corp. is developing a digital media project for the cannabis space. The project is expected to go live in the summer of Due to the competitive nature of the industry right now the Company is not disclosing additional information until the project goes live. Currently FCC offers no products or services. Block Chain Inc. BCI does not currently offer any products or services but is designing and building a personal health records block chain based business scheduled to go live in March of Entertainment Division. The Company s entertainment division focuses on development of its digital music library as well as other opportunities in the music and film industry. The division has been involved in movie production and development and is focusing on developing an entertainment social platform to assist in the launch of indie movies. 7) Describe the Issuer s Facilities The business is based in Tampa, Florida and is operated from an office located at 3903 Northdale Blvd #100e, Tampa, FL The office is approximately 750 square feet. The Company shares space and pays $875 per month for the office on a month to month basis. 8) Officers, Directors, and Control Persons A. Names of Officers, Directors, and Control Persons. Scott Gallagher, Chief Executive Officer, Interim CFO and Chairman of the Board of Directors Mr. Gallagher has served as our Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Director since January 19, Mr. Gallagher has served as the Chief Executive Officer and Chairman of the Board of Directors of TheDirectory.com, Inc. since He has served as a director and officer of several public and private Companies prior to serving as our CEO and COB. Earlier in his career Mr. Gallagher held several positions within the financial industry holding securities licenses series 7, 63 and 24 all of which were retired in good standing. B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five 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; 12 P a g e

13 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 C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. Scott Gallagher PO Box , Tampa, Fl ,548,586 common shares 9) Third Party Providers Please provide the name, address, telephone number, and address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure: Legal Counsel Jackson Morris 3116 W North A Street Tampa, Florida Phone: (813) Accountant or Auditor None Investor Relations Consultant None 10) Issuer Certification I, Scott Gallagher certify that: 13 P a g e

14 April 13, I have reviewed this annual disclosure document of United Consortium, Ltd.; 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. /s/ Scott Gallagher, CEO /s/ Scott Gallagher, CFO 14 P a g e

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