UNID RAIL : URAL RECORD PROFITS – Q2 PROFIT – 7TH Q STRAIGHT
QUARTERLY REPORT SEPTEMBER 30, 2021
GREEN VITALITY INVESTMENT HOLDINGS INC.
FORMERLY: United Rail, Inc.
A Nevada Corporation
304 S. Jones Bvd, Ste #6890 LAS VEGAS, NEVADA 89107
Phone: +1 281 826 6082
SIC code: 4011
For the Period Ending: September 30, 2021 (the “Reporting Period”)
As of October 31, 2021 the number of shares outstanding of our Common Stock was: 1,604,726
As of September 30, 2021, the number of shares outstanding of our common stock was: 1,604,726
As of March 31, 2021, the number of shares outstanding of our Common Stock was: 1,604,726
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):
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:
- Name and addresses of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Green Vitality Investment Holdings Inc, formerly known as United Rail Inc, changed its name with the Nevada Secretary of State on August 27, 2020, currently subject to proposed FINRA and OTCMarkets name change formalization processing. The registration and corporation is active in Nevada. The registered address is 304 S. Jones Bvd, Las Vegas, NV 89107
United Rail, Inc. formerly known as Las Vegas Railway Express, Inc. Las Vegas Railway Express, Inc. changed its name to United Rail, Inc. on January 26, 2018.
United Rail, Inc. incorporated in the State of Delaware on March 9, 2009. On June 2, 2017, the Company moved the corporation from the State of Delaware to Nevada.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None to the knowledge of the directors/ officers.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
On September 16, 2020, the Company entered a Memorandum of Understanding (“MOU”) with Zaja Investment Ltd from Serbia announcing the joint venture in relation to industrial hemp growing for green building and construction materials.
On September 26, 2020, Zaja Investment Ltd from Serbia (“Zaja”) entered a Memorandum of Understanding (“MOU”) with Elaxima Tech-Style Inc, from Irvine CA (“Elaxima”). The Company’s mission is to take advantage in the potential growth of value investments in the Western Balkans region bridging West and East Europe. Therefore, the Company’s joint venture with Zaja will undertake the Elaxima project.
Zaja already owns or leases land in a suitable location both for the production factory and hemp growing in Serbia and has equipment and other resources available to grow hemp for its own production. Serbia has a long history of industrial hemp growing dating back many decades and centuries, including for use in clothing and textiles and building materials. In general, the cost of production in Serbia is relatively low compared to many countries.
Elaxima’s mission is to revolutionize the textile industry. Elaxima manufactures, using its proprietary cost-efficient and high- yield enzymatic degumming process, hemp fiber and nanosized hemp powder,
commodity products with known uses in the textile and apparel industries, cosmetics, medicine, building and construction materials and more.
On September 28, 2020, the Company entered an MOU with Excavator Innovations Pty Ltd from Australia (“EIPL”) to develop the establishment of a joint venture company for licensing out the Excavator Bucket technology. EIPL is the
inventor of the expandable Excavator Bucket, which is covered by copyright in over 150 countries. The Bucket can be built to fit all machines from 1-55 tons.
On October 29, 2020 the Company rescinded its agreement with United Rail effectively transferring all the railway assets and associated liabilities out from the Company and effectively finally ending its total association with the United Rail businesses, including X Train and X Wine Train.
On December 14, 2020, The Company formed a 51% majority owned joint venture with its parent company Zaja Asset Management Services Ltd (“ZAMS”) from the UK holding 49% ownership in Skywalker Hi-Tec Ltd, a company incorporated in England (“Skywalker”).
On 30 April 2021 Skywalker completed and closed on the contract to acquire 100% of the issued and outstanding shares in Contec Precision Engineering Ltd, a company incorporated under the laws of England (“Contec”). Thus, the Company now holds a controlling and majority interest in Contec.
Skywalker will be developed as the high technology division of the Company. It is proposed to utilize Skywalker to contract the development and manufacture of the self-adjusting loading bucket as part of the joint venture between the Company and Excavator Innovations Pty Ltd from Australia (EIPL). Skywalker will use Contec to contract build the prototype of the loader bucket and to develop it for the building and construction market in due course.
Also, Skywalker will design, develop and construct the logistics self-loading and unloading systems for road and railway vehicles.
In addition, Skywalker will seek to incubate new technologies by networking with the local science and technology innovations, products and businesses both who are clients of Contec and from new business and market developments.
Contec was formed and incorporated on June 1, 2016 and it provides precision machining services to the Scientific, Alternative Power, General Engineering and Automotive Sectors. The location of the factory is in the Oxfordshire region of UK and it provides close proximity to Oxford University and the science and technology innovation centres of the UK.
Nearby at Chilton is located the Oxford Harwell Campus Science and Technology Centre including the location of
the Synchrotron and close by is the Culham Science Centre (including the Culham Centre for Fusion Energy). The Culham Science Centre is an 800,000 square metre scientific research site that includes two nuclear fusion experiments: JET and MAST. The START Nuclear Fusion Experimentwas also conducted on the site
until MASTsucceeded it in 1999.
The location provides exposure to several existing science and technology Contec clients including the Diamond Light Source (Synchrotron), Optek Group, Proxisense, Oxford Space Systems, Oxford Lasers, Claresys, Formtech Composites and potentially via networking other clients such as the Williams F1 Motorsports Team and McLaren Racing.
We believe the location and business networks will assist Contec, Skywalker and therefore the Company to benefit us to recruit highly qualified, experienced and innovative personnel in several of our own business development and growth areas.
Picture Courtesy: Diamond Light Source is the UK’s national synchrotron. Currently one of its projects is to assist researchers in Covid related
solutions. Website: https://www.diamond.ac.uk.
ANALYSIS OF CONTEC ACQUISITION – SUMMARY
Contec has a full 3 years trading history, wherein the prior 2019 year was very successful in its growth and development. Unfortunately, the Covid pandemic has affected part 2020 performance and also is affecting the current 2021-year operations. For this reason, it is seen as an opportunity acquisition. As part of Covid relief for business the UK government is providing assistance to affected businesses in the form of low interest loans with certain other benefits and Contec is currently a beneficiary of one of these and post the acquisition and integration further government assistance will be sought from the UK programmes. Also, as a company operating with a significant research and development expenditure further monetary assistance is available via R&D tax relief as cash payments.
Further, the EIPL and Skywalker business opportunities will be added to the already existing client base as further sources of income.
On September 7, 2021 Contec filed its 2020-21 annual accounts (period ended June 30, 2021). Despite the difficulty experienced in the past year due to covid, Contec was able to generate revenue £120,084 ($166,069) and book an EBITDA profit of £43,929, ($60,751) (fx exchange rate 1GBP = USD$1.38294) effective at 30 June 2021 and net shareholders equity of £31,846 ($44,041). Current Contec year end is June 30 and it will be amended to correspond the the Company’e year end March 31. For the Company’s reporting purposes the Contec figures since April 1, 2021 have been consolidated into the company’s accounts herein.
As of year to date (6 months) September, 2021 the Contec figures show a revenue of £37,872, ($52,218) (fx exchange rate 1GBP = USD$1.3788) and a EBITDA profit of £19,450, ($26,818).
Based on these recent trading figures, Contec full trading year revenue is budgeted at $200,000, with EBITDA at 25% revenue to achieve $50,000 profit pre tax.
Since the opening of the UK economy trading has increased significantly. Contec results will be accounted on a
fully consolidated basis.
Effective March 24, 2021, the Company completed on and closed the contract to acquire 100% of the issued and outstanding shares in Fusiontech21, Inc, a company incorporated under the laws of Indiana, USA (“Fusion”). Fusion will become is now a wholly owned subsidiary of the Company and its operations and financial transactions are incorporated on a consolidated basis. The Fusion acquisition was an opportunity to establish subsidiary operations for the Company in the USA and it brings a clean vehicle owning certain trademarks and intellectual property rights. Fusion has received US Federal aid under the Covid assistance programs and will apply for additional assistance to support its business operations and employment objectives as required subject to approval. The acquisition was funded by issue of Company common stock in the amount of 124,000 restricted shares on deal close.
As reported in news release dated June 15, 2021, Fusiontech21 was engaged in May 2021 to introduce the SKYWALKER MAGLEV technology owned and promoted by Mr Quinton Padayachee, the inventor and innovator behind the technology, to Mr Allen Brown and his group Railmark Holdings. The project entails a possible capital investment of $USD5+billion which Mr Padayachee had already sourced from his investors, separate to the Company. A working joint venture is to be established whereby in simple terms, Mr Brown and Railmark would provide technology solutions and initial development works; Fusiontech as the facilitator would receive a revenue stream from several sources and including if it was engaged to perform specific tasks, including utilising Contec down the line, for manufacturing selected specialist components for the maglev system. Accordingly, the arrangement did / does not require any significant cash investment outlay for an ongoing income stream generation for the Company.
Discussions, negotiations and planning is still progressing between Mr Padayachee (and including his role as a Director and VP of Fusiontech) and Mr Brown and Railmark and Mr Padayachee’s IP control company Skywalker Maglev Inc.
LEASOWE CASTLE HOTEL
As reported in news release dated March 18, 2021, the company established an 100% wholly owned subsidiary, Zams Hotels & Hospitality Ltd, a company incorporated in England (“ZamsH”). ZamsH undertook negotiations to acquire 100% of the issued capital in Lawton Hotels Limited (“LHL” or “Lawton”). A contract was finalised and completed and the transaction closed on August 18, 2021. LHL is the owner of freehold land and buildings including the historic and heritage protected Leasowe Castle, from which it operates the Leasowe Castle Hotel business located in Liverpool, United Kingdom. LHL accounts will be 100% consolidated into the company’s accounts. LHL annual account period corresponds with the company’s ending March 31. The LHL 2021 accounts and tax returns have been filed effective July 2021. The year to date figures since April 1, 2021 and including the trading operations since the UK covid lifting of restrictions and opening up of the economy has shown record figures for August and September compared to prior years and revenue of £1,066,440.00, ($1,470,493) (fx exchange rate 1GBP = USD$1.3788) for the 6 full months and surplus cash and profit of £326,777, ($450,587).
Based on these recent trading figures, Leasowe Castle Hotel full trading year revenue is budgeted at $2,500,000, with EBITDA at 30% revenue to achieve $750,000 profit pre tax.
Since the opening of the UK economy hotel and wedding trade has increased significantly. Lawton results will be accounted on a fully consolidated basis.
In this Quarter two ending 6 months September 30, 2021 only the September quarter figures are included and consolidated since the acquisition closed on August 18, 2021. Accordingly, in these accounts the report relates only to the trading period August 19 to September 30, 2021.
PROPOSED ISSUANCE & FUNDRASING
It is planned that the Company will issue a Private Placement Memorandum (PPM) under s506D to selected existing shareholders to achieve several aims. Effectively it will be a “kind of de-facto rights issue”.
- Recapitalize shareholders holding less than marketable quantities.
- Creating liquidity, market transparency and shareholder wealth
- Fundraise working capital funds for business development.
- Cleaning up and tidying the share register
- Allowing the affected shareholders holding non-marketable parcels to acquire shares at a discount to market in an attempt to recoup their losses caused by the harsh ratio of the reverse splits over the previous history of the company under and administered by the prior management.
Lawyers have been instructed and the subscription agreement has been drafted, pending finalization of the PPM.
The fundraising, if fully taken up, will raise up to USD$2m and add 600,000 (approx.) shares to the amount of outstanding shares. These shares will have rights of conversion to unrestricted registered shares and be included in the REG A plus which would follow on as a fully registered offering post the close of the PPM. Therefore, after a short holding period and consolidation, the PPM acquired shares will become free to trade as registered securities.
Funds to be raised by the PPM will be used for working capital, business cashflow sustainability, identifying acquisition opportunities to grow the business and to fund the investor relations and REG A plus fundraising and promotions of business operations.
The PPM is expected to be ready and sent to shareholders with relevant announcements to be made to the market before the end of December 2021 and no later than March 31, 2022.
SEC REG A plus
The REG A is planned to be filed and to become effective for the new fiscal year post April 1, 2022 and will be subject to the usual SEC and authority laws and approvals.
In the case of the REG A plus being fully subscribed at the proposed issue price, on that basis there will be issued total float shares registered and freely able to trade in the amount of 7,500,000 approximately, raising up to USD$20,000,000.00.
The aims of the REG A plus would be to:
- Raise capital for business expansion and acquisitions.
- Create liquidity in the number of shares trading by increasing the amount of common stock issued.
- Conversion of Notes and S506D subscriptions.
Funds raised under the Reg A plus will be used for commission payments, working capital, business acquisitions being earnings and profit positive, subject to the amount raised.
There are several expressions of interest for the Reg A Plus from independent third party non-current shareholders to be subscribers / investors for a full Reg A subscription or underwriting. This is only a preliminary plan and there is no guarantee that the investors will actually subscribe at the time of the Registration.
The address(es) of the issuer’s principal executive office:
Leasowe Castle Hotel
Leasowe Road, Moreton
United Kingdom CH46 3RF
The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ☐
Leasowe Castle Hotel Leasowe Road, Moreton United Kingdom CH46 3RF
Contec Precision Engineering Limited Unit 5, W&G Industrial Estate, Faringdon Road, Wantage
United Kingdom OX12 9TF
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United Rail Inc. published this content on 14 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 November 2021 21:19:01 UTC.