UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from _________ to _________
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| (State of incorporation) | (IRS Employer ID Number) |
| (Address of principal executive officers) | Zip Code |
(Registrant’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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.
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).
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 definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging Growth Company |
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
As of December 31, 2023, there were shares of our common stock authorized for issue and outstanding.
EXPLANATORY NOTE
| ● | Total Assets increased from $13,125,947 to the restated amount of $14,185,056 with the following amendments: |
| ○ | Reclassification of the acquisition of intangibles of $13,098,890 which was previously disclosed as an Investment in Subsidiary; and | |
| ○ | Acquisition of production and stage equipment of $1,058,209 from the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. |
| ● | Total Liabilities increased from $1 to the restated amount of $1,073,875 due to the accounts payable assumed as part of the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. | |
| ● | Accumulated Deficit increased from $2,062,865 to $2,077,630 | |
| ● | Based on the above, the TOTAL ASSETS and TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY were changed from $13,125,947 to $14,185,056 |
Statement of Operations
| ● | Net loss increased from $1,988,662 to the restated net loss of $2,003,427 due to the inclusion of operational expenses from the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. |
Statement of Stockholder’s Equity
| ● | Accumulated Deficit increased from $2,062,865 to $2,077,630 |
Statement of Cash Flows
| ● | Cash as at December 31, 2023 increased from $27,947 to the restated amount of $27,957 due to the inclusion of $10 cash held by Jebour Two Ltd. In addition, there were changes to movements in accounts payable due to the inclusion of operational expenses from the acquisition of Jebour Two Ltd. | |
| ● | We added the following Supplemental Cash Disclosures: |
| ○ | Number of shares issued to acquire Intangibles and Equipment was 12,380,951 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included in this Quarterly Report on Form 10-Q/A (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of United Express Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. You should read the matters described and incorporated by reference in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.
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UNITED EXPRESS, INC.
BALANCE SHEET
DECEMBER 31, 2023 AND JUNE 30, 2023
| December 31, 2023 | June 30, 2023 | |||||||
| Unaudited - Restated | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash at Bank | $ | $ | ||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Intangibles | $ | $ | ||||||
| Production and Stage Equipment | $ | $ | ||||||
| TOTAL NON-CURRENT ASSETS | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other Payable | $ | $ | ||||||
| Accounts Payable | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value; shares authorized shares issued and outstanding at December 31, 2023 and at June 30, 2023 respectively | $ | $ | ||||||
| Additional paid in capital | $ | $ | ||||||
| Accumulated Deficit | $ | ( | ) | $ | ( | ) | ||
| TOTAL STOCKHOLDERS’ EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See notes to financial statements
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UNITED EXPRESS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022
FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022
|
| For the three | For the three | For the six | For the Six | ||||||||||||
| months ended | months ended | months ended | months ended | |||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2023 - Restated | 2022 | 2023 - Restated | 2022 | |||||||||||||
| Revenue: | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
| COST OF SALES | ||||||||||||||||
| Cost of Goods | $ | $ | $ | $ | ||||||||||||
| TOTAL COST OF GOODS SOLD | $ | $ | $ | $ | ||||||||||||
| Gross Profit (Loss) | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Advisory and Consultancy Fees | $ | $ | $ | $ | ||||||||||||
| Transportation, OTC Market fees | $ | $ | $ | $ | ||||||||||||
| General and administration expenses | $ | $ | $ | $ | ||||||||||||
| Total operating expenses | $ | $ | $ | $ | ||||||||||||
| Income(loss) before income taxes | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Income tax | $ | $ | $ | $ | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net income per basic and diluted shares | $ | $ | $ | $ | ||||||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
See notes to financial statements
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UNITED EXPRESS INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2023
| Total | ||||||||||||||||||||
| Common Stock | Accumulated | Stockholders’ | ||||||||||||||||||
| Shares | Par Value | APIC | Deficit | Equity | ||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Shares to acquire Intangible and Equipment | $ | $ | $ | |||||||||||||||||
| Issuance for services pursuant to Advisory and Consultancy Fees | $ | $ | $ | |||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
UNITED EXPRESS INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2022
| Total | ||||||||||||||||||||
| Common Stock | Accumulated | Stockholders’ | ||||||||||||||||||
| Shares | Par Value | APIC | (Deficit) | Equity | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See notes to financial statements
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UNITED EXPRESS INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022
| For the six | For the six | |||||||
| months ended | months ended | |||||||
| December 31, | December 31, | |||||||
| 2023 - Restated | 2022 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Increase in accounts payables | $ | |||||||
| Share Based Payments | $ | $ | ||||||
| Net cash (used in) provided by operating activities | $ | $ | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of intangible assets, and production and stage | $ | ( | ) | |||||
| Net cash used in investing activities | $ | ( | ) | $ | ||||
| Cash flows from financing activities: | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | $ | ( | ) | ||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | $ | $ | ||||||
| CASH AND CASH EQUIVALENTS - ENDING OF PERIOD | $ | $ | ||||||
| Supplemental Cash Disclosures: | ||||||||
| Issuance of shares to acquire Intangibles and Equipment | ||||||||
See notes to financial statements
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UNITED EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022
NOTE 1 — Description of Business
We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017.
United Express operates as a general company of transportation and logistics - to deliver merchandises and other items for companies and individuals across the United States. As such, it is difficult to determine the average customer of the Company as the business has the freedom and the ability to effectively arrange for the transportation of any type of merchandise. The Company receives orders for service from companies seeking to move merchandise, as well as, people relocating to different areas. A primary concern for the Company is its ability to quickly respond to customer requests, provide affordable prices for the services, from pick up to drop off. Fluctuations in oil prices have caused the freight and logistic industries costs to increase during last six months. In the event of a significant increase in the price of fuel, we will also reasonably increase prices (at a standardized rate of markup) to ensure the profitability of the business. We also provide dispatch services. This involves the Company doing search for transportation providers and connect them to cargo owners based upon delivery requirements, transportation routes, type of shipment, equipment requirements, cargo size, delivery time and price.
On
September 21, 2023, the Company entered into an agreement with Jebour Two Limited and the shareholders of Jebour Two (collectively Jebour)
to issue
Jebour Two was a holding company, whose wholly owned subsidiary is Fighting Leagues LV (“Fighting Leagues”). Fighting Leagues owns assets that allows the company to promote combat sports events and selling related media rights internationally. The transaction includes the Nevada State Athletic Commission Professional Promoter license. The Professional Promoter license is unique, as it allows the Company the only license in the state of Nevada to produce live Kickboxing, Boxing, and MMA shows. Additionally, the transaction included Producers Lifetime rights for the 40 shows previously held by Fighting Leagues. These rights are the lifetime, encompassing broadcast TV and production rights, and for worldwide applicability. Furthermore, the acquisition of Fighting Leagues also included Production and Stage Equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time.
NOTE 2 — Significant Accounting Policies and Recent Accounting Pronouncements
Basis of Presentation
The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of December 31, 2023 (Unaudited) and December 31, 2022 (Unaudited) pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC”). The Company has adopted June 30 fiscal year end. The Company determined that a restatement of the December 31, 2023, financial statements was required. See Note 3, Restatement for additional information.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Intangible Assets
Intangible
assets include the Professional Promoter license and Producers Lifetime rights. The Company’s Professional Promoter license is
expected to generate cash flows indefinitely. Consequently, this asset is classified as an indefinite-lived intangible asset and accordingly
is not amortized but reviewed for impairment annually, or sooner under certain circumstances. The Company estimates the fair value of
its indefinite-lived intangible asset using an income approach, specifically, based on discounted cash flows. The carrying amount of
this asset at the date of acquisition is $
Production and Stage Equipment
Production
and stage equipment are stated at cost less accumulated depreciation. Production and stage equipment is depreciated over the straight-line
method using useful lives ranging from
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UNITED EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022
Fair Value of Financial Instruments
ASC 825, ‘Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Revenue Recognition
We base our judgment on guidance ASC 606.
The Company considered recognizes its revenue on the accrual basis, which considers revenue to be earned when the services have been performed. We considered gross revenue as a principal. Our revenue includes payments from the costumers for the logistic business.
We Estimating Gross Revenue as a Principal. We evaluate the nature of our promises under the contracts and use judgment to determine whether the contracts include services, which we would need to evaluate for a material right or a performance obligation with quantity of services to be delivered.
ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) amends revenue recognition guidance within ASC 606 for these types of transactions. To determine the nature of its promise to the customer, the entity should:
1. Identify the specified goods or services to be provided to the customer, and
2. Assess whether it controls each specified good or service before that good or service is transferred to the customer. We are primarily responsible for fulfilling the promise to provide the specified service.
We have the inventory risk before the specified service has been transferred to a customer, or after transfer of control to the customer (for example, if the customer has a right for cancel or return).
Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments.
The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures, but in the same time we don’t expect to have a significant impact on the Company’s results of operations, financial position or cash flow.
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UNITED EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022
NOTE 3 - Restatement
The
Company determined that the previously filed December 31, 2023, financial statements were misstated. The financial statements failed
to include all transactions that occurred within the period ended December 31, 2023, and determined that the December 31, 2023, financial
statements should be restated. The misstatement arose as the September 21, 2023, transaction to record the share issuance and acquisition
of the Professional Promoter license, Production Lifetime rights, and Production and Stage Equipment were not reflected in the September
30, 2023, financial statements. In addition, the Advisory and Consultancy Agreement was not properly disclosed in the footnotes as of
December 31, 2023. The cumulative impact of correcting this misstatement is that acquisition of the Professional Promoter License Intangible
for $
NOTE 4 – Production and Stage Equipment
As
of December 31, 2023, Production and Stage Equipment owned by the Company amounted to $
| As of | ||||
| December 31, 2023 | ||||
| Production Equipment | $ | |||
| Stage Equipment | $ | |||
NOTE 5 — Concentration of Credit Risk
The
Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed Federal Deposit
Insurance Corporation FDIC insurance limits of $
NOTE 6 — Concentrations
The Company has a limited group of customers from whom it has provided services to in the past and has not been able to diversify the customer base to mitigate this risk.
NOTE 7 — Debt
The Company officers, from time to time loaned the Company funds for the operational costs. In a present time, we have not any debt before them.
NOTE 8 —Capital Stock
During the quarter ended December 31, 2023, the Company issued shares to an unrelated entity in exchange for consultancy services.
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UNITED EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022
NOTE 9 — Income Taxes
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A full valuation allowance was recorded at December 31, 2023, due the operating history and uncertain future prospects of the Company.
ASC Subtopic 740.10. 30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Subtopic 740.10 provides guidance on recognition and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements. We pay TAX liability end of the fiscal year and we don’t have a tax obligation in this period.
NOTE 10 — Related Party Transactions
There
was
NOTE 11 — Advisory and Consultancy Fees
On
October 1, 2023, the Company entered into an Advisory and Consultancy agreement (“Agreement”) with Laing Advisory. In exchange
for providing the advisory and consulting services for 3 months, the Company issued
NOTE 12 — Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For
the six months period ended December 31, 2023, the Company had a cash balance of $
For
the six months period ended December 31, 2022, the Company had a Stockholders’ Equity of $
NOTE 13 — Subsequent Events and climate-related events impacts to financial statement
The rule would require company to disclose, in a footnote to the financial statements, the financial statement impacts of (i) climate-related events, including severe weather events and other natural conditions such as flooding, drought, wildfires, extreme temperatures, and sea level rise, and (ii) transition activities, including efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks.
The Company’s management reviewed all material events through December 31, 2023 the date our quarter ended. By this date we don’t have any assets that directly or indirectly influenced on environmental. We indicated risks, include climate related risks in Item 1A Risk Factors in our 10-K report.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the balance sheet as of June 30, 2023 and December 31, 2023 and the financial statements for the six months period ended December 31, 2023 included herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.
We are an emerging growth company incorporated in the State of Nevada on June 23, 2017. United Express Inc. was incorporated in the state of Nevada on June 23, 2017. Our business is to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area.
Acquisition of Fighting Leagues
The acquisition of the assets of Fighting Leagues, specifically including the promotor’s license, past media rights and production and staging equipment, will allow the Company to assess the viability of promoting such combat sports events in the State of Nevada. Whilst the assets acquired provides the Company the infrastructure and licenses to promote and hold such fights, the Company continues to assess the profitability and time and effort required to hold such events in the State of Nevada since to hold such events requires significant planning and capital and any potential earnings from such events may not be realized for up to 6-9 months. At present we lack the capital resources to plan and hold such events.
Cash Requirements, Liquidity and Capital Resources
We had $27,957 of cash on hand as of December 31, 2023 and $609 on hand as of December 31, 2022. We believe our cash on hand is unlikely to be sufficient to meet our current working capital and capital expenditure requirements in the absence of substantial additional revenue from our current operations or contributions of additional debt or equity capital. We do not have any commitments for additional capital and there can be no assurance that we will be successful in obtaining any capital we may need on acceptable terms or at all.
Results of Operations for the three months period ended December 31, 2023 and for the three months period ended December 31, 2022
For the three months ended December 31, 2023, the Company recorded revenue of $48,285 for logistics services. For the three months ended December 31, 2022, the Company recorded revenues of $114,342 for logistics services. The decrease in our revenue from the year earlier period was due to in ability to attract new customers.
Off Balance Sheet Arrangements
None
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable. We have no investments in market risk sensitive instruments or in any other type of securities.
Item 4. Controls and Procedures
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Disclosure controls and procedures
Management’s Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-Q/A, we have concluded that, based on such evaluation, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management concluded there was a material weakness in our internal control over financial reporting as of December 31, 2023. This conclusion is due to identified control deficiencies around the identification of errors during year end resulting in material adjusting journal entries as well as a lack of a formal policy for the approval, identification and authorization of related party transactions.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.
The Company is not currently a party to any material legal proceedings, nor are we aware of any other pending or threatened litigation that would have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.
Item 1A. Risk Factors
We are not required to include risk factors in this 10Q report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and the shareholders of Jebour Two (collectively Jebour) to issue 12,380,951 shares. The shares issued were to three non “U.S. persons” in an “offshore transaction” (as those terms are defined in Regulation S of the Securities Act of 1933) in reliance upon Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended.
We claim an exemption from registration for the issuances described above pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act, since the foregoing issuances did not involve a public offering, the recipients were (a) non “US Persons” as defined in Regulation S and (b) subject to the required resale restrictions. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
On October 1, 2023, the Company entered into an Advisory and Consultancy agreement (“Agreement”) with Laing Advisory. In exchange for providing the advisory and consulting services for 3 months, the Company issued 1,400,000 unrestricted shares to Laing Advisory. The services to be provided include but are not limited to; a) advice for acquisitions, b) general corporate advice and guidance on compliance matters (corporate governance, policies and procedures, board mix and composition, and stock exchange listing requirements), and other assistance as may be requested by the Company. This was disclosed in the filing of Form S-8 on November 24, 2023.
Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
We have no senior securities outstanding.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act (filed hereto) | |
| 32.1 | Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed hereto) | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
UNITED EXPRESS INC.
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| Date: September 16, 2024 | By: | /s/ Andrei Stoukan |
| Andrei Stoukan (CEO) | ||
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