Utilicraft Aerospace Industries, Inc. - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File Number: 333-128758

(214) 418-6940

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if change since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ☐ Yes     ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files. ☐ Yes     ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes     ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Total shares outstanding: 378,396,652 as of date: August 24, 2021

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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).

Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include the Company’s limited operating history; its limited financial resources; the success of our fundraising efforts; our ability to meet our obligations, continue as a going concern or realize on our assets, if necessary to meet liabilities; international, national and local general economic and market conditions; demographic changes; our ability to achieve, sustain, manage or forecast growth; our failure to correctly anticipate market trends; our ability to successfully make and integrate acquisitions; risks related to new product development and introduction; competition including the activities of competitors and the presence of new or additional competition; the failure to gain and/or loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology and obtain and/or maintain key licensing arrangements, joint ventures and partnerships; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

Although the forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements are based on information available to management on the date hereof, and we assume no obligation to revise or publicly release any revision to any such forward-looking statement, except as may otherwise be required by law. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following business and financial discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this filing.

As used herein, “UITA,” “we,” “our,” and similar terms include Utilicraft Aerospace Industries, Inc., unless the context indicates otherwise.

This report may contain additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

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Utilicraft Aerospace Industries, Inc

Notes to de Condensed Financial Statements

for the period ended on June 30, 2021

(Unaudited)

NOTE 1: NATURE OF ORGANIZATION

Utilicraft Aerospace Industries, Inc., was chartered with the State of Nevada on December 10, 2004, under Entity Number C33482-2004, Nevada Business ID: NV20041679917.

On January 21, 2010, the Company underwent on certain Subsidiary Acquisition Agreement with United Aircraft Development Partners, Inc (“UADP”) and therefore there was a Change in Control of the Company, all documents related to this paragraph are gathered hereto as Exhibit IV (page 10), however such Acquisition Agreement was terminated on June 15, 2010, by mutual consent of the parties and filed with the SEC as Form 8-K on June 16, 2010

On March 2, 2016 the Company filed to the SEC Form SC 13E3, under which the Company a proposed “going private” transaction implemented by the consolidation of the outstanding Common and Preferred Stock of the Company, among other reasons the Board of Directors believes that the cost associated with being a public reporting company in the US are not justified by the benefits to the Company and its shareholders, notwithstanding the foregoing the Company filed a Form 8-K on June 16, 2017 desisting of the previous filing under From SC 13E3.

However, the Company filed to the State of Nevada on March 1, 2016 the Action by Written Consent of the Shareholders of Utilicraft Aerospace Industries, Inc., in Lieu of Shareholders Meeting Amendment of the Articles of Incorporation executed on February 19, 2016, and such amendment despite of the Company desisted of the transaction accordingly Form 8-K, filed as of June 16, 2017, such amendment was not revoked, therefore it is supposed still enforced, although no FINRA approvement was found, and also the approved 1=2,500 = 129,090 shares of common stock reverse split, it seems was never applied, because the shareholder list remains with the previous shares count.

On February 11, 2021, the current Board Member Mr. Edward Vakser was appointed as President, CEO, Chairman of the Board of Directors, Corporate Secretary and Treasurer, the Company filed the Form 8-K on February 12, 2021.

Based on statement from the current Board Member, the Company had no activity since 2012 to nowadays.

NOTE 2: GOING CONCERN

Based on FASB’s guidance for this topic ASC 205-40 and PCAOB AS 2415, management understands that despite of no liquidity exists, no liabilities exist too. As of June 30, 2021, and December 31, 2020, the Company has accumulated losses of $3,844,803 and $3,813,581 respectively since inception. This raises substantial doubt about the Company’s ability to continue as a going concern.

The extent of the impact of the coronavirus (“COVID‐19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions, and the impact of COVID‐19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially adversely affected.

Management’s plans include raising capital through the equity markets to fund operations and eventually generate revenue through its business; however, there can be no assurance that the Company will be successful in such activities. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNT POLICIES

Principles of Consolidation

The accompanying financial statements of Utilicraft Aerospace Industries, Inc., are limited to the Company due to there is no subsidiaries or controlled third companies.

Basis of Presentation

The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The Company as elsewhere stated in this Notes had no activity since the year 2012 to the period ended on June 30, 2021.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the financial statements.

Carrying Value, Recoverability, and Impairment of Long-Lived Assets

The Company has no fixed assets, including property, equipment, and intangible assets. When available they will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Cash and Cash Equivalents

The Company considers all investments with a maturity date of three months or less when purchased to be cash equivalents. The Company had cash of $6,769 and $0 as June 30, 2021, and December 31, 2020, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

The Company has no Account receivables. When available they will be recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company will perform on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customers at such time credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general economic conditions that may affect a client’s ability to pay.

Other Assets

The Company has no other assets as of June 30, 2021, and December 31, 2020, respectively.

Inventory

The Company has inventory of $6,364 and $ 0 as of June 30, 2021, and December 31, 2020, respectively. The inventory was recorded as cost and is composed of different materials used for pilot equipment.

Property and Equipment

The Company has no Property and equipment as of June 30, 2021, and December 31, 2020. When available they will be recorded at cost. Expenditures for major additions and betterments are capitalized.

Maintenance and repairs will be charged to operations as incurred. Depreciation of property and equipment will be computed by the straight-line method (after taking into account their respective estimated residual values shown in the table below) over the estimated useful lives of the respective assets. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in statements of operations.

Beneficial Conversion Feature

The Company has neither asset nor liabilities subject to conversion feature. When available the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF will be recorded by the Company as a debt discount pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 470-20 Debt with Conversion and Other Options. In those circumstances, the convertible debt will be recorded net of the discount related to the BCF, and the Company will amortize the discount to interest expense over the life of the debt using the effective interest method.

Embedded Conversion Features

The Company has no embedded conversion features. When available the Company will evaluate embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument will be evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

Derivative Financial Instruments

The Company has no derivative financial instruments. When available fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company will use the Black-Scholes option-pricing model in assessing the convertible debt instruments, and management will determine if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Once determined, derivative liabilities will be adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, will be also valued using the Black Scholes option-pricing model.

Fair Value of Financial Instruments

The Company has not financial instruments, however, when available will adopt the following criteria. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Financing Activities

The Company had no financing activities for the period ended on June 30, 2021, and December 31, 2020.

Accounts Payable

The Company had no accounts payable for the period ended on June 30, 2021, and December 31, 2020.

Loans Payable

The company received $12,500 from Linz Management, Inc., at the time of closing these financials, no arrangements were made between the Company and the lender, no interest and no due date have been established

Revenue Recognition

The Company had no revenues for the periods ended on June 30, 2021, and December 31, 2020. When available the Company will adopt the rules as follows.

Effective January 1, 2018, the Company adopted the Financial Accounting Standards Board (“FASB”) standard update ASU 2014-09, “Revenue from Contracts with Customers” (“Topic 606”), which provides a principles-based, five-step approach to measure and recognize revenue from contracts with customers. Revenue is recognized when the following criteria are met:

The adoption of this guidance did not have a material impact on the Company’s statement of operations, cash flows, and balance sheet as of the adoption date or for the period ended June 30, 2021.

For the period in the future the Company will meet the above criteria, thereby allowing for the recognition of revenue for the revenue on such transactions upon receipt.

The Company will periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and fees. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

The Company will recognize revenue on arrangements in accordance with ASC 606 Revenue Recognition. Revenue is recognized in the month the service (mostly hosting) is provided.

Income Taxes

The Company had no activity since 2012 then no taxes accrued. When available the Company will adopt the following procedure, to the period ended on Deferred tax assets and liabilities will be 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. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.

The Company files income tax returns in the United States, which are subject to examination by the tax authorities in these jurisdictions. Generally, the statute of limitations related to the Company’s federal and state income tax return is three years. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

Management will evaluate tax positions in accordance with ASC 740, Income Taxes. The Company is in the process to file tax returns for the years ended in 2018, 2019 and 2020 as soon as all financial statements are properly filed, therefore all of the Company’s tax years since inception remain subject to examination by Federal and State jurisdictions.

Earnings Per Share

Basic net income per common share (“Basic EPS’’) excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS’’) reflects the potential dilution that could occur if stock options or other contracts to issue shares of common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.

NOTE 4: EQUITY

Transactions for the six months ended June 30, 2021

On May 23, 2021, the Company issued 10,000,000 shares of common stock certificate 3140 (Rule 144) at par value of $0.0001 to Edward I Vakser, as reimbursement of $1,000 made since change of control.

On May 23, 2021, the Company issued 2,000,000 shares of common stock certificate 3141 (Rule 144) at par value of $0.0001 at $0.005 per share to Robert Clark, as reimbursement of $200 made since change of control.

On May 23, 2021, the Company issued 10,000,000 shares of common stock certificate 3142 (Rule 144) at par value of $0.0001 to Legacy Art Group, LLC, a company controlled by Mr. Edward Vakser, as reimbursement of $ 1,000 made since change of control.

On May 23, 2021, the Company issued 10,000,000 shares of common stock certificate 3143 (Rule 144) at par value of $0.0001 to Edward I Vakser, as reimbursement of $ 1,000 made since change of control.

On May 23, 2021, the Company issued 10,000,000 shares of common stock certificate 3144 (Rule 144) at par value of $0.0001 to NRG Inc., a company controlled by Mr. Edward I Vakser, as reimbursement of $ 1,000 made since change of control.

On May 23, 2021, the Company issued 1,000,000 shares of common stock certificate 3145 (Rule 144) at par value of $0.0001 at $ 0.005 per share to Earl Frederickson, as reimbursement of $ 100 made since change of control.

On May 23, 2021, the Company issued 1,000,000 shares of common stock certificate 3146 (Rule 144) at par value of $0.0001 at $ 0.005 per share to Stephen Hoffarth, as reimbursement of $ 100 made since change of control.

On May 23, 2021, the Company issued 1,000,000 shares of common stock certificate 3147 (Rule 144) at par value of $0.0001 at $ 0.005 per share to SAVM, Inc, as reimbursement of $ 100 made since change of control.

NOTE 5: COMMITMENTS AND CONTINGENCIES.

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of June 30, 2021, the Company is not aware of any additional contingent liabilities that should be reflected in the accompanying consolidated financial statements.

The company recorded $2,855 as Shareholder Loans under Commitments and Contingencies, due to is expected that such amount will be lately converted in shares of the Company’s common stock, accordingly to Management.

NOTE 6: SUBSEQUENT EVENTS AFTER JUNE 30, 2021

The Company has evaluated subsequent events that occurred through the date these financial statements were issued and has determined that no subsequent events have happened.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors.

As stated elsewhere in this report the company has no activity since 2012, and current management due to the pandemic situation was unable to start developing the Company business plan, and that actors that could cause subsequent delays in the Company goals and objectives.

Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Super 10-K, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations.

The company has no activity since 2012.

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally, the Company’s ability to complete its plans may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business plan in a timely manner. The Company’s ability to consummate an initial business plan may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2021.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized