OZVN 10-K
Oz Vision Inc. (OZVN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
OR
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| (State of incorporation) | (IRS Employer ID Number) |
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| None | None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act:
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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
☐
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the day of this form
was $
As of June 30,2022, there were shares of our common stock authorized for issue and outstanding.
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TABLE OF CONTENTS
| Page | |
| PART I | |
| Item 1 Business | 3 |
| Item 1A Risk Factors | 7 |
| Item 1B Unresolved Staff Comments | 13 |
| Item 2 Properties | 13 |
| Item 3 Legal Proceedings | 13 |
| Item 4 Mine Safety Disclosures | 14 |
| PART II | |
| Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 |
| Item 6 Selected Financial Data | 14 |
| Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation | 14 |
| Item 7A Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 8 Financial Statements and Supplementary Data | F-1 - F-12 |
| Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 29 |
| Item 9A Controls and Procedures | 29 |
| Item 9B Other Information | 29 |
| PART III | |
| Item 10 Directors, Executive Officers and Corporate Governance | 30 |
| Item 11 Executive Compensation | 31 |
| Item 12 Security Ownership of Certain Beneficial Owners and Management | 31 |
| Item 13 Certain Relationships and Related Transactions, and Director Independence | 32 |
| Item 14 Principal Accountant Fees and Services | 32 |
| PART IV | |
| Item 15 Exhibits and Financial Statement Schedules | 33 |
| Signatures | 34 |
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PART I
Forward-Looking Statements
The Securities and Exchange Commission (“SEC”) encourages us to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.
This Annual Report on Form 10-K contains forward-looking statements with Management Discussion. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The factors listed in the “Risk Factors” section in this report, as well as any cautionary language in this prospectus, provide examples of these risks and uncertainties. The safe harbor for forward-looking statements is not applicable to this offering pursuant to Section 27A of the Securities Act of 1933.
Item 1. Business
We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017 and have four years of business experience.
The United Express operates as a general company of transportation, dispatch service logistics, delivery merchandises and other items for companies and individuals across the United State. As such, it is difficult to determine the average customer of the Company as the business will have the freedom and the ability to effectively arrange for the transportation any type of merchandise. Management anticipates that the business will receive orders for service from companies seeking to move merchandise, as well as, people relocating to different areas of the target regional market areas. A primary concern for the Company is its ability to quickly respond to customer request, give affordable price for the services, and carry the full responsibility from pick up to drop off. Slight fluctuations in oil prices has caused the freight and logistic industries costs to be almost on a straight level during last 12 months. In the event of a significant increase the price of fuel, we will also reasonably increase prices (at a standardized rate of markup) to ensure the profitability of the business.
Our other activities are providing dispatch services for the other companies. We working with CVK Express and doing dispatch service for them. In this field 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.
Also, in this fiscal year we working with Royal Realty Enterprise, Inc to purchase from them used home
appliances and sell it to appliance companies for further installation.
During reported period our business activities have focused on the development of our business plan, locating producers of goods, despatchers, sell used appliances, researching for new customers, van supplies, development of optimal traffic routes.
Revenues
Our revenues from July 1, 2021 to June 30, 2022 was $1,069,004. We currently have many customers working with us. We generated revenue from dispatch, logistics services and activities for selling used appliances.
Marketing Program
We expect that the business will expand during the next five years of operation. Mr. Stoukan intends to implement marketing campaigns that will effectively target small businesses, medium sized businesses, product sellers, and distribution companies within the target market.
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Working in logistics industry we observe desire truck owner operators or drivers get paid right after Bill of lading signed and cargo unloaded, instead of waiting 30-40 days. Factoring service can be solutions in this situation. In the simplest terms, invoice factoring is how get paid fast in the trucking industry. It's a way to get consistent cash flow for unpaid invoices.
Drivers agree get pay 4% (factoring fees) less than original enrings. Based on:
1 driver generates earnings somewhere about $40,000 in a month and 4% is $1,600. We can operate with 100 drivers at the same time during a month. So, our expenses with 100 drivers will be $4,000,000 and 5% is $160,000.
Consistent cash flow is a key in being successful in the transportation industry. It's always good to have that safety net to know you will always get paid within 24-48 hours when you use a factoring service.
Another direction in which we are going to excel is directly working with Hyundai manufacturing located in Baja California, Tijuana, Mexico. It’s very close to US border and we see a great potential in this. They build over 150 containers per day and we want to delivery their Hyundai dry van containers to US customers. Base on our research they pay $700 per container and allowed to download cargo to deliver it to the final destination. The other dealers who already work with Hyundai can pay us only half of this price for the same route. In this activity we plan to generate extra $15,000-$20,000 in a month net income.
In addition, given the high demand for these containers, we can also buy them at the production price and resell them at a premium or even rent them out. For this activity we need at least $30,000 for one dry van. We can give trailer for rent $1000 in a month with full payback in 2.5 years. We are planning begin with 40-50 trailers and we need about 1,3-1,5 millions of attracted capital. Repairs and maintenance will be calculated additionally if necessary.
Base on the above we need around $5,5-6 millions for these new activities.
We expect the next business activities in our next 12 months plan of operation, summarized as follows:
| 1. | Start negotiations with investors about work with us in factoring sector. |
| 2. | Find the drivers, owner operators work with us to get fast payments. |
| 3. | Provide all necessary paperwork: (Registration, insurance, etc.) |
| 4. | Develop a network of referrals and agents working on our behalf. |
| 5. | Develop an email list to contact wholesalers and retailers who ship merchandise across the US. |
| 6. | Identify new customers and complete agreements with them. |
| 7. | Continue to provide dispatch business. |
| 8. | Hire skilled and experienced dispatchers. |
| 9. | Develop incentive programs for our customers such as discounts for the cargo shipments. |
| 10. | Organize uninterrupted circle logistic services: (pick up-delivery-unload-received payments) |
| 11. | Continue selling used appliances. |
| 12. | Sign agreement with Hyundai manufacturing about provide logistics for their trailers. |
| 13. | Sign agreement with Hyundai manufacturing about buying new trailers. |
| 14. | Subscribe agreement with freight brokers company to get more cargos for logistics. |
To maintain the company's performance during the next 12 months, we are required around $6,000,000 plus $30,000 to be a reporting company.
Additional financing is required for us to implement these planned activities. No assurance can be given that any financing, borrowing or sale of equity will be possible when needed or that we will be able to negotiate acceptable terms in a timely fashion or even available at all. In addition, our access to capital is affected from our ability to be profitable and generate enough revenue, as well as our own financial condition.
Below a breakdown of estimated investment for the next twelve months:
| Factoring service | $ | 4,000,000 | ||
| Purchase Hyundai driven trailers from Hyundai manufacturing | $ | 2,000,000 | ||
| Repairs and maintenance will be calculated additionally | $ | — | ||
| Total | $ | 6,000,000 |
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For the period from July 1, 2021 through June 30, 2022, our remaining capital was $7,737 in cash and for the period from July 1, 2020 through June 30, 2021 our remaining capital was $34,550 in cash and this is not enough to cover our monthly operating expenses.
Industry Background and Competition
Less demanded rail transport represents good growth opportunities for auto logistic, therefore the transportation and logistics services in US develops and grows. On the one hand it is very good but on the other hand in the transport industry is highly competitive. Our competitors consist of others small and medium nationwide transportation companies that operate their own paid off vans, with own body shops for van repair and stable customers.
Advertising
We do PR, browse the sites of companies who need transportation service, collect information directly from transportation brokers, manufacturers and cargo owners. We do not carry out any additional advertising and mostly provides personal meetings, calls and leads. We suppose these forms of advertising are the most effective for reaching potential clients in our target markets.
Business Strategy
Transportation and logistics service as a barometer of the U.S. economy, because it represents significate percent of tonnage carried by all modes of domestic freight transportation, including manufactured and retail goods, according to the American Trucking Associations. ATA expects transportation business continued growth and going forward.
We provide management service for long and short distance logistics for clients in the Company’s target market areas. The Company offers to our clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner. The prices are determined on a shipment basis to accommodate our customers’ needs based on our transportation capabilities, size and type of shipment, distance, route gas price, delivery time.
Our second business activity is a dispatch service to improve the efficiency of the clients’ supply chain management and delivery operations. These services are now heavily in demand among product distributors and retailers.
Our business strategy steps below:
| • | Search for cargo owners and private sellers who need transportation service; |
| • | Communicate with owner operators, truck drivers and cargo vans owners to use their vehicles and services in the short term; |
| • | Increase the number of wholly-owned cargo vans; |
| • | We plan to work with auto dealers to purchase our own fleet of vehicles; |
| • | Create a maintenance a repair shop for vehicle repairs; |
| • | Search for cargo sellers; |
| • | Search for fricers; |
| • | Purchase the initial cargo vans inventories for our business; |
| • | Create dispatch service department |
| • | Sign agreement with Hyundai manufacturing |
Revenue
As a Startup Business we expect increase gross revenue for the next 12 moths.
This information does not include the $40,000 cost of one dry van trailer. To be profitable, the van should work in a rent at least 3 years. If we find the financial source we are able to operate up to 100 vans simultaneously.
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Services
We offer a dispatch service and logistics services to our customers include parcel shipping services for single or multiple pallets of freight to the destination requested by the customers.
As of today, we perform transportation services for B2B costumers: Business to Business.
Below is an outline of our operational steps:
| 1. | We received the order from our customers about product, cost, weight and final destination. |
| 2. | After re-calculate profitability and time frame for the delivery we decide to take or not take this load. |
| 3. | If we agree to make a deal with our driver or an independent contractor with van which is suitable for the carriage of such cargo going for pick-up. We select independent contractor for transportation based on their ability to effectively serve our customers with respect to price, technology capabilities, geographic coverage and quality of service. |
| 4. | After that the driver sets out on the road to the final destination. |
| 5. | After delivery and unloading we give invoice to our customers and waiting for the payment. |
Our Partners
We currently working with our customers based on the contracts and without them. While increasing the number of own vans, we are able to provide additional logistics route for them.
As a result, our revenues are not concentrated to several customers and business providers, leading us to believe in the stability of our revenues going forward.
Employees
We have only one employee - our President and Chief Executive Officer, Andrei Stoukan, who works for the business. Mr. Stoukan is our only employee at the date of this report. We do not have an employment agreement with him. We anticipate hiring additional employees in a future.
Research and Development
In the course of the reported year, we have not conducted any Research and Development.
Available Information
Currently our common stock is listed on OTCQB marketplace. We file annual reports, quarterly reports, and other information with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended.
You can inspect and obtain a copy of our reports, proxy statements and other information filed with the SEC at the offices of the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549, or call the SEC at 1-800-732-0330 for further information. The SEC maintains an internet website at http://www.sec.gov where you can access copies of most of our SEC filings.
Fees
In dispatch and logistics, we charge depending on working time and distance. In selling process, we based on reasonable margin between wholesale price and retail price.
For the period from July 1, 2021 to June 30, 2022 we generated revenues from our customers based on the above principle.
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Governmental Regulation
We are subject to federal, state, local regulation and other regulations applicable to our transportation business.
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related to Our Financial Condition and Business Model
We are an emerging growth company with four years historical performance to base an investment decision upon, and we may never become profitable.
We were formed in June 23, 2017. From July 1, 2021 to June 30, 2022, we have had revenues of $1,069,004. Our operating expenses $35,228, Logisti, Dispatcher Service, Freight brokerage $690,270, Used Appliances $403,650 and our net loss $(67,813). We have 5 years historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by emerging grow companies such as us. To be successful and implement our planned activities we need additional financing which we may not be able to get.
Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage logistic company, and whether we will ever become profitable.
Risks associated with operating in a high-competition industry
We face substantial competition in the industry. Due to our small size, it can be assumed that many of our competitors have significantly greater financial, technical, marketing and other competitive resources. These competitors already have a fleet of vehicles for processing shipments. Accordingly, these competitors may have already begun to establish brand-recognition with consumers. We will attempt to compete against these competitors by developing features that exceed the features offered by competitors. However, we cannot assure you that our shipment services will outperform competing products or those competitors will not develop new products that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their services, then it may not be possible for us to market our services at prices that are economically viable.
There are a large number of logistic companies that operate in the US, big and small, with various services in search and delivery of goods. Their costs and the expenses are possible lower than ours, therefore we indicated this situation as a high competition area. Also, some companies prefer use 48 or 53 ft. semi-trucks with possible to load more pallets. The standard size for a pallet is 48x45. In a 53-foot truck they can fit 26 pallets in total, 13 on each side or 52 if double stacked. In a 48-foot truck its 24 pallets, 12 on each side or 48 if double stacked. This is when all pallets loaded sideways.
Cargo van (Mercedes Sprinter 2500) able to take only 4 pallets. In this case, the carrying capacity is our main drawback. Since we don’t use big semi-trucks and trailers, which we do not have, we may be not competitive and unsuccessful in generating sufficient revenue to compete in our business or to become profitable. Should we fail to effectively compete and differentiate ourselves from competitors by developing new business ideas and strategies that will differentiate us from our competition, we will not compete effectively, and our market share, revenues, and growth prospects may be adversely affected and we may be forced to reduce prices and/or limit price increases, which may result in materially reduced margins, net income or market share.
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As the small logistic company, we plan to buy and operate our own vans where the transportation expenses highly depend of fuel price, driver’s salary, maintenance, dispatch cost, insurance cost and others, therefore we can’t exactly predict the final expenses when we receive the order. There is a risk that our final expenses will be higher than others logistic companies and our customers can discontinue work with us. As a result, we have to be flexible and keep reasonable prices for our customers. Accordingly, because our revenue source is limited to those fees, we may be unsuccessful in generating sufficient revenue to compete in our business or to become profitable.
Risk relating the possibility of not achieving expected revenue
If we are unable to generate sufficient revenues for our operations, we will need financing, which we may be unable to obtain; should we fail to obtain sufficient financing, our potential revenues will be negatively impacted.
From July 1, 2021 to June 30, 2022 our revenue was $1,069,004. Because we are an Emerging growth company and have small revenues, our future revenues are unpredictable. After our S1 form was declared effective our expenses to be the reporting company may be around $30,000-$40,000 annually. As of June 30, 2022, we had only $7,737 in cash. If we fail to generate sufficient revenues to meet our monthly operating costs and can’t get alternative sources of income, then we will not be able to continue our business. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding.
Risk if we may not be able to generate sufficient revenues to run our business and maintain our reporting obligations with the SEC
Expenses required to operate a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.
Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, audit, transfer agent, EDGAR, market maker or other professionals that could be more expensive than expected. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will be approximately $30,000 per year. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTCQB, or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTCQB. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.
Risk relating when revenue comes from the several groups of customers
Our revenue is coming from companies and private clients and could be reduced if any of these decrease their orders or they cease using our services.
During reporting year, we provide dispatch service for our client CVK Express LLC and generated revenue $648,034. Also, selling home and commercial appliances to the installation companies and generated revenue 360,610. The rest income was generated from logistics business $60,369. Total revenue $1,069,004.
As a result, our revenues are mostly coming from dispatch service and from selling appliances. If we are unable to expend our customer base, our revenues and results of operations will be negatively impacted.
Risk of dilution
We may issue additional shares of our common stock to raise capital that will cause dilution to our existing shareholders.
The source of additional capital to conduct our business will be through the sale of our common stock. Any sales of our common stock will result in dilution to our existing shareholders. As a result, our net income per share, if any, could decrease in future periods, and the market price of our common stock could decline. Further, the perceived risk of dilution may cause our stockholders to sell their shares, which would contribute to a reduction in the selling price of our common stock.
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The risk in received payment later or not get it at all
After job is completed we have to wait up to 30 days to receive the payment. Therefore, our everyday expenses can be hire then our cash flow and delay in payments may force us to temporarily suspend the work.
Sometimes we are faced with situations where for various reasons, the broker does not want to make payment or partially withholds it. This happens if we figure out the driver’s fraud that cargo has been delivered or messed up.
The risk if our vehicles are damaged or break down, we may not be able to service our customers and we could lose them.
We plan to purchase new vans. However long-distance operations, insufficient experience of drivers, overload, engine overheating or others mechanical failure will increase the shipping time. Therefore, if we don't provide our services in a satisfactory manner, we can lose the customers.
Risks related to our management
Our management has control of our common stock and our shareholders will have limited or no input on any management decisions.
Our management provide their services on a part-time basis. They may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
We do not have an employment agreement with management, nor do we maintain key life insurance. Currently, we do not have any full or part-time employees. If the demands of our business require the full business time of our management, it is possible that they may not be able to devote sufficient time to the management of our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.
Our President, CEO and Director, Andrei Stoukan care the company. As our officer, he will manage our day-to-day operations. Even if matters are submitted to a shareholder vote, he will be able to control the outcome of that vote. Therefore, as a minority shareholder, you will have no or limited say in our company management. Unless you are willing to entrust all aspects of our business and operations to Andrei Stoukan, you should not invest in our shares of common stock.
The risk of losing the ability to use the services of our majority shareholder, our financial condition and proposed expansion may be negatively impacted
We depend upon the services of our key executives, Andrei Stoukan. We do not have employment contracts with him and he can discontinue his service in any time. We are unable to replace his services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.
The risk of incompetence and lack of experience of our management in managing day-to-day public company
Our management has a short-term experience in managing day-to-day public company; as a result, we may incur additional management related expenses pertaining to SEC reporting obligations and SEC compliance matters.
Our President and Chief Executive Officer, Andrei Stoukan, is responsible for managing us, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting.
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The risk working without audit committee
We do not have an audit committee, or Board of Directors that composed of independent directors. These functions are performed by the Board of Directors as a whole. Because no members of the Board of Directors are independent directors, there is a potential conflict between our director’s interests and our shareholders’ interests.
As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.
As a company with less than $1.0 billion in total annual gross revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the JOBS Act. For as long as we are deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:
| (a) | an exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal controls over financial reporting; |
| b) | an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; |
| c) | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; |
| d) | reduced disclosure about the emerging growth company's executive compensation arrangements; |
| e) | a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis included in an initial public offering registration statement; |
| f) | an exemption to provide less than five years of selected financial data in an initial public offering registration statement. |
As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
Also, we exempt from Section 404(b) of the Sarbanes-Oxley Act which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefit of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We would cease to be an emerging growth company upon the earliest of:
| i | the first fiscal year after our annual gross revenues are $1 billion or more; | |
| ii | the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; | |
| iii | as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. | |
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Risks Related to this Offering
We have arbitrarily determined the offering price and terms of the common stock shares being offered through our Prospectus.
The fifty cents ($0.50) offering price of the common stock shares has been arbitrarily determined and bears no relationship to our assets or book value, or other investment or valuation criteria. No independent appraiser has valued our common stock shares. Accordingly, there is no basis upon which to determine whether the offering price is indicative of any real underlying share value that our selling shareholders are offering. We urge all prospective investors to seek counsel with their legal, financial or tax advisor, or other trusted professional regarding the offering price, the offering terms, and the advisability of investing in the common stock shares, or not.
Risks related to the market for our common stock
Our common stock is currently quoted on OTCQB market. We have a public market for our stock. Our ticker symbol UNXP. Presently, we working with Glendale Securities market maker to set up market for our common stock that will be selling shareholders are offering. As of the day of this 10K report , our shares get value of 0.50. Even after obtain a bid price, there is no assurance that a sufficiently active market will develop to sell your shares. Accordingly, the purchaser of the common stock shares should consider that their shares may be illiquid and/or present difficulties in their sale or transferability.
Our financial and operating performance is adversely affected by the coronavirus pandemic
The outbreak of a strain of coronavirus (COVID-19) in the U.S. has had an impact on our business operations. Mandatory closures of businesses approved by the federal and state governments to control the spread of the virus is disrupting the operations of our business. In addition, the COVID-19 outbreak has adversely affected the U.S. economy and financial markets, which may result in a long-term economic downturn that could negatively affect future performance. The extent to which COVID-19 will impact our business and our consolidated financial results will depend on future developments which are highly uncertain and cannot be predicted at the time.
Climate-related risks
Statement about Climate change and the energy transition to a low-carbon economy pose a systemic risk in transportation business. Many risks are already taking effect, impacting the cost of goods, diesel price, logistics across multiple sectors. Our company recognize and appraise physical and transitional climate risks. We disclose these risks and the board’s approach to their management. We consider the Company’s current level of disclosure to be sufficient for investors to fully appraise its material climate-related risks and opportunities.
Climate change, climate change-related regulation and sustainability concerns could adversely affect our businesses and our operations, and any actions we take or fail to take in response to such matters could damage our reputation.
Also, risks related to climate-related business trends, and risks stemming from the physical impacts of climate change.
In this year we had on our balance sheet Mercedes Sprinter Van and in May 2022 this vehicle was sold.
This vehicle has been equipped the working catalytic converters; system programmed into the with BlueTEC II emission control system software. These devices emissions controls perform effectively – resulting in a decrease in NOx emissions above compliant levels with applicable emissions standards under the Clean Air Act.
Risks related with the difficulties of constant control and monitoring emissions systems in diesel vehicles Mercedes-Benz as well as scheduled repairs and maintenance consist of a software update and replacement of select hardware, which differs across models and model years.
Risks associated with the lack projects to mitigate excess ozone-creating nitrogen oxides (NOx) emitted from the vehicles and affecting the human body. (NOx)pollution contributes to the formation of harmful smog and soot, exposure to which is linked to a number of respiratory- and cardiovascular-related health effects. Children, older adults, people who are working or active outdoors, and people with heart or lung disease are particularly at risk for health effects related to smog or soot exposure. Nitrogen dioxide formed by (NOx) emissions can aggravate respiratory diseases, particularly asthma, and may also contribute to asthma development in children.
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The risk of reduce the price of our stock
Our common stock price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, results of operating, cash flows, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
Upon effectiveness of our registration statement, we are subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934.
Our registration statement was effective 03/5/2019 and now we are subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. As a Section 15(d) filer, we will be required to file quarterly and annual reports during the fiscal year in which our registration statement is declared effective; however, such duty to file reports shall be suspended as to any fiscal year, other than the fiscal year within which such registration statement became effective, if, at the beginning of such fiscal year the securities of each class are held of record by less than 300 persons. In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of our equity securities will not be required to report information about their ownership positions in the securities. As such, shareholders will not have access to certain material information which would otherwise be required if it was a fully reporting company pursuant to an Exchange Act registration.
We will be subject to penny stock regulations and restrictions and you may have difficulty selling your shares.
Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
| 12 |
Nevada Anti-Takeover Laws
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
Opt-in right for emerging growth company
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our office is approximately 500 square feet and is adequate for our needs. We don’t pay rent, phone or other expenses related use the office. Our CEO Andrei Stoukan share his private residence with us.
Item 3. Legal Proceedings
During the past 10 years, none of our current directors, nominees for directors or current executive officers has been
involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:
| 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; |
| 2. | Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, or banking activities, or to be associated with persons engaged in any such activity; |
| 13 |
| 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Markets for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
As of the day of this form, we had 54 non-affiliated shareholders in our record held 1,591,000 common shares with currently quotation $1.50. EMPIRE STOCK TRANSFER is our transfer agent. Located: 1859 WHITNEY MESA DR. HENDERSON, NV 89014. Telephone (702) 818-5898
Holders
For the 12 months period ended June 30, 2022 we have changes in our common stock. February 18, 2022, we issue 10,000 common stocks to Steve Nazemnikov in consideration of $25,000 in cash.
As of June 30, 2022, there were 15,592,000 shares of the Company’s common stock issued and outstanding.
14,001,000 were held by Arithmetic LLC., Delaware company and 1,591,000 were held by 54 non-affiliated shareholders.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, results of operating, cash flows, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.
| 14 |
Equity Compensation Plans
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities
For the 12 months period ended June 30, 2022 we have sold 10,000 common stocks for total amount $25,000.
Item 6. Selected Financial Data
"Emerging growth company” is not required to provide the information required by this Item 6.
Item 7. 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 30,2022 and the financial statements for the period from July 1,2021 to June 30, 2022 included herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.
This discussion contains forward-looking statements, based on current expectations with respect to future events and financial performance and operating results, which statements are subject to risks and uncertainties, including but not limited to those discussed below and elsewhere in this Prospectus that could cause actual results to differ from the results contemplated by this forward-looking statement. We urge you to carefully consider the information set forth in this Prospectus under the heading “Note Regarding Forward Looking Statements” and “Risk Factors”.
General discussion
We are an emerging growth company incorporated in the State of Nevada on June 23, 2017. The United Express Inc. was developed to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company will offer its clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner.
Overview
We are a company with constant revenue generating options. We are currently focused on expanding our network of new customers, dispatch service, shipping companies and independent transportation providers.
The United Express Inc. is aware of and monitoring climate-related risks. Climate-related risks could impact the United Express Inc. in the form of physical risks due to acute or chronic weather-related events that could disrupt our operations, or could impair the ability of clients to meet financial obligations. The United Express Inc. also faces transition risk resulting from economic transition towards a lower-carbon future which may negatively impact some clients or present credit, strategic or reputational risks to the United Express.
Results of operations
For the period from July 1, 2021 to June 30, 2022 we provided dispatch service, logistic business activities, sell home and commercial used appliances and receive $1,069,004 in revenue from our customers.
We received $648,034 for our dispatch service from CVK Express, from appliances companies we generated revenue $360,610. The remining revenue $60,360 we received from our logistic business activities.
Our expenses for this period compose $1,131,648 include General and administration expense $ 20,108, OTC Market $15,120, Logistic, Dispatcher service, freight brokerage $690,270, costs of appliances $403,650 and Equipment rent $2,500. Our total assets were $7,737.
| 15 |
For the period from July 1, 2020 to June 30, 2021 we provided dispatch service, logistic business activities, sell home and commercial used appliances and receive $1,000,775 in revenue from our customers.
We received $486,320 from our dispatch service from CVK EXPRESS, LLC, from appliances companies we generated revenue $412,685. The remining revenue $101,770 we received from our logistic business activities.
Our expenses for this period compose $972,951. General and administration expense $ 22,693, Transportation, Repair, Legal, Office Expenses $51,500. Also, we spent for Logistic and Dispatcher service $494,423. Our purchase costs of appliances $404,335. Our total assets were $50,500.
Based on compare information between two years we have increased our revenue from $1,000,775 to $1,069,004 however our expenses also increased from $972,951 to $1,131,648.
Our net profit $27,824 in last year was changed net loss $67,813 in this year. Our assets have decreased from $50,550
to $7,737. We have sold our van Mercedes for $12,000 this year.
Liquidity
For the period from July 1, 2021 to June 30, 2022, we had revenue $1,069,004.
At June 30, 2022, we had $7,737 in cash for our operations and it is also our total assets. We will attempt to fund from our future operations, which may be insufficient to fund such amounts and there is no assurance our estimates of these costs are accurate.
For the period from July 1, 2020 to June 30, 2021, we had revenue $1,000,775.
At June 30, 2021, we had $34,550 in cash for our operations and $50,550 total assets. We will attempt to fund from our future operations, which may be insufficient to fund such amounts and there is no assurance our estimates of these costs are accurate.
Plan of Operations
| 1. | Start negotiations with investors about work with us in factoring sector. |
| 2. | Find the drivers, owner operators work with us to get fast payments. |
| 3. | Provide all necessary paperwork: (Registration, insurance, etc.) |
| 4. | Develop a network of referrals and agents working on our behalf. |
| 5. | Develop an email list to contact wholesalers and retailers who ship merchandise across the US. |
| 6. | Identify new customers and complete agreements with them. |
| 7. | Continue to provide dispatch business. |
| 8. | Hire skilled and experienced dispatchers. |
| 9. | Develop incentive programs for our customers such as discounts for the cargo shipments. |
| 10. | Organize uninterrupted circle logistic services: (pick up-delivery-unload-received payments) |
| 11. | Continue selling used appliances. |
| 12. | Sign agreement with Hyundai manufacturing about provide logistics for their trailers. |
| 13. | Sign agreement with Hyundai manufacturing about buying new trailers. |
| 14. | Subscribe agreement with freight brokers company to get more cargos for logistics. |
| 16 |
We anticipate that the cost of the foregoing activities will be $5,5-6 millions plus $30,000 to be a reporting company.
Additional financing is required for us to implement these planned activities. We anticipate obtaining such financing by way of public offerings of equity securities. No assurance can be given that any financing, borrowing or sale of equity or debt will be possible when needed or that we will be able to negotiate acceptable terms in a timely fashion or even available at all. In addition, our access to capital is affected by prevailing conditions in the financial and equity capital markets, as well as our own financial condition.
Our CEO will provide the services above. Our Chief Executive Officer and director, Andrei Stoukan is responsible for the development of our incentive programs, creation of all advertisements and marketing materials, attending tradeshows and identifying and conducting due diligence on additional customers.
As of June 30, 2022, we had cash of $7,736 and as of June 30,2021, we had cash of $34,550 respectively. There is no assurance our estimates of our current and future costs are accurate or that our revenues will be sufficient to fund the cost of our existing operations or 12-month plan of operations. If our revenues are not sufficient to fund operations we will require additional debt or equity funding to continue our operations. Should this occur, we hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding. If we are unable to obtain required capital to fund our operations we will have to reduce 12-month plan of operations or discontinue our operations.
Off Balance Sheet Arrangements
We do not have any off-balance arrangements that would have any current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital recourses.
Item 7A. 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.
| 17 |
Item 8. Financial Statements
UNITED EXPRESS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2022 AND 2021
UNITED EXPRESS, INC.
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page No. | |
| Report of Independent Registered Public Accountant | F-1 |
| Audited Financial Statements | |
| Balance Sheets as of June 30, 2022 and June 30, 2021 | F-2 |
| Statements of Operations for the years ended of June 30, 2022 and 2021 | F-3 |
| Statements of Stockholders’ Equity for the years ended of June 30, 2022 and 2021 | F-4 |
| Statements of Cash Flows for years ended of June 30, 2022 and 2021 | F-5 |
| Notes to Financial Statements | F-6 - F-12 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of United Express, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of United Express, Inc. (a Nevada Corporation), as of June 30, 2022, and the related statements of operations, changes in stockholder’s equity and cash flows for the year ended June 30, 2022, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2022, and the results of its operations and its cash flows for the year ended June 30, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2020.
August 13, 2022
| F-2 |
UNITED EXPRESS INC.
BALANCE SHEETS (AUDITED)
JUNE 30, 2022 AND JUNE 30, 2021
| June 30, 2022 | June 30, 2021 | |||||||
| Audited | Audited | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| FIXED ASSETS | ||||||||
| Automobile and Capital auto repair | $ | $ | ||||||
| Accumulated Depreciation | $ | $ | ( | ) | ||||
| TOTAL FIXED ASSETS | $ | $ | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued Accounts Payable | $ | $ | ||||||
| Accrued Taxes | $ | |||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Common stock, $ par value; shares authorized shares issued and outstanding at June 30, 2022 and at June 30, 2021 respectively | $ | $ | ||||||
| Additional paid in capital | $ | $ | ||||||
| Net Profit (loss) accumulated during development stage | $ | ( | ) | $ | ||||
| TOTAL STOCKHOLDERS' EQUITY | $ | $ | ||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See notes to financial statements
| F-3 |
UNITED EXPRESS INC.
STATEMENTS OF OPERATIONS (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2022 AND 2021
| For
the year ended June 30, 2022 | For
the year ended June 30, 2021 | |||||||
| REVENUES | ||||||||
| Sales | $ | $ | ||||||
| TOTAL REVENUES | $ | $ | ||||||
| COST OF SALES | ||||||||
| Logistic, Dispatcher Service, Call center, Cargo brokerage | $ | $ | ||||||
| Used Appliances | $ | $ | ||||||
| Equipment Rental | $ | $ | ||||||
| TOTAL COST OF GOODS SOLD | $ | $ | ||||||
| GROSS PROFIT (LOSS) | $ | ( | ) | $ | ||||
| Operating expenses: | ||||||||
| OTC Market | $ | $ | ||||||
| General and administration expense | $ | $ | ||||||
| TOTAL OPERATING EXPENSES | $ | $ | ||||||
| EBITDA | $ | ( | ) | $ | ||||
| INCOME TAXES | $ | ( | ) | $ | ||||
| DEPRECIATION EXPENSE | ( | ) | $ | |||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ||||
| NET INCOME (LOSS) PER BASIC AND DILUTED SHARE | $ | $ | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||
See notes to financial statements
| F-4 |
UNITED EXPRESS INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2022 AND 2021
| Common Stock | ||||||||||||||||||||
| Shares | Par Value | APIC | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, June 23, 2017 (Inception) | $ | $ | $ | $ | ||||||||||||||||
| Capital | $ | $ | ||||||||||||||||||
| Stocks for Cash | $ | $ | $ | |||||||||||||||||
| Stocks for Invested Capital | $ | $ | $ | |||||||||||||||||
| Net Loss | $ | ( | $ | ( | ||||||||||||||||
| Balance, June 30, 2018 | $ | $ | $ | ( | $ | |||||||||||||||
| Net profit | $ | $ | ||||||||||||||||||
| Balance, June 30, 2019 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Income | $ | $ | ||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Purchased by non-affiliate investors | $ | $ | $ | $ | ||||||||||||||||
| Net loss | $ | $ | ( | ) | ( | ) | ||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See notes to financial statements
| F-5 |
UNITED EXPRESS INC.
STATEMENTS OF CASH FLOWS (AUDITED)
FOR THE YEARS ENDED JUNE 30, 2022 AND 2021
| For
the year ended June 30, 2022 | For
the year ended June 30, 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | ( | ) | $ | ||
| Depreciation | $ | $ | ||||
| Sale of asset | $ | $ | ||||
| Accrued Expenses | $ | $ | ||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | $ | ( | ) | $ | ||
| Cash flows from investing activities: | ||||||
| Purchase of Automobile Repair | $ | $ | ||||
| Net cash used in investing activities | $ | $ | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from sale of common stock | $ | |||||
| Net cash provided by financing activities | $ | $ | ||||
| NET INCREASE (DECREASE) IN CASH | $ | ( | ) | $ | ||
| CASH AND CASH EQ - BEGINNING OF PERIOD | $ | $ | ||||
| CASH AND CASH EQ - ENDING OF PERIOD | $ | $ | ||||
See notes to financial statements
| F-6 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
NOTE 1 — Description of Business
United Express, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in June 23, 2017. The company was developed to provide comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company will offer its clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner.
As part of logistics industry, we provide dispatch service to improve the efficiency of the clients’ supply chain management and delivery operations. As oil prices are currently significantly increase, we can’t predict our expenses in logistics industry. These services are now heavily in demand among product distributors and retailers.
Also, in this year we sold commercial and home used appliances.
We
have received $
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 June 30,2022 (audited) and June 30, 2021 (audited) pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC"). The Company has adopted June 30 fiscal year end.
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.
| F-7 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
NOTE 2 —Significant Accounting Policies and Recent Accounting Pronouncements - continued
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 June 30, 2022.
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.
| F-8 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
NOTE 2 —Significant Accounting Policies and Recent Accounting Pronouncements - continued
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).
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.
NOTE 3 — Property and Equipment
Property and equipment consist of:
| June 30, 2022 | ||||
| Automobile | $ | |||
| Accumulated Depreciation | $ | |||
| June 30, 2021 | ||||
| Automobile | $ | |||
| Accumulated Depreciation | $ | ( | ) | |
| F-9 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
NOTE 4 — Concentration of Credit Risk
The
Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed FDIC insurance
limits of $
NOTE 5 — Concentrations
We have a group of customers from whom we received the income and in the present time we try diversify in order to mitigate the risks.
NOTE 6 — Debt
The officer of the Company, has from time to time loaned the Company funds for the operational costs. In a present time, we have not any debt before officer of the Company.
NOTE 7 —Capital Stock
On June 30, 2021 the Company authorized shares of common shares with a par value of $ per share.
For
the 12 months period ended June 30, 2022 we have changes in our common stock. February 18, 2022, we issue common stocks to Steve
Nazemnikov in consideration of $
For
the 12 months period ended June 30,2021 we have changes in our common stock. January 28, 2021 Andrei Stoukan sold his -common
stock for $
As of June 30,2022, there were total common shares issued and outstanding. held by Arithmetic LLC, and common shares held by 54 non-affiliated shareholders.
As of June 30, 2022, and June 30, 2021, there were outstanding stock options or warrants.
NOTE 8 — 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.
| F-10 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
NOTE 8 — Income Taxes - continued
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.
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 had tax positions
for this reporting periods presented. Our Net loss for the period ended June 30,2022 $(
NOTE 9 — Related Party Transactions
For the 12 months period ended June 30, 2022, and 12 months period ended June 30, 2021 we didn’t have any Related Party Transactions.
NOTE 10 — Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For
the 12 months period ended June 30, 2022, the Company had a cash balance of $
The transition from profit to loss is a negative development dynamic, and raises substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company's capital requirements will depend on many factors including the success of our development efforts and our efforts to raise capital. Management also believes the Company needs to raise additional capital for working purposes. There is no assurance that such financing will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
| F-11 |
| UNITED EXPRESS, INC. |
| NOTES TO FINANCIAL STATEMENTS |
| FOR THE YEARS ENDED JUNE 30, 2022 AND 2021 |
NOTE 11 — 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 June 30, 2022 the date our fiscal year 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.
| F-12 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
As of the end of the period covered by this Report, our President and Chief Executive Officer, Andrei Stoukan, is responsible for managing us, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new for our management and will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures and to otherwise comply with other securities law provisions, our costs will increase and negatively affect our results of operations, cash flow and financial condition. Also, if we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities laws violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.
Item 9B. Other Information
None.
| 29 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our sole officer and director and his age and positions held since inception are as follows:
| Name | Age | Positions Held Since June 23, 2017 | ||
| Andrei Stoukan | 50 | Chief Executive Officer, and Director | ||
Andrei Stoukan has been our Chief Executive Officer and Director since our inception from June 23, 2017 to present time. Company registered address: 4345 w. Post Rd, Las Vegas, NV 89118
Term of Office
Our Director are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment agreements.
Significant Employees
We have no significant employees other than our officer and director.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officer.
Corporate Governance and Board Committees
Our Board of Directors has not established an audit, executive or director compensation committee, nominating or governance committees as standing committees or other board committee performing equivalent functions. Our Board of Directors does not have an executive committee or committees performing similar functions. The one member of our Board of Directors will participate in discussions concerning the matters that are performed by these committees.
No Director Independence
Our Board of Directors has determined that no members of the Board are “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, which is the definition that our Board of Directors has chosen to use for the purposes of the determining independence, as the OTCQB does not provide such a definition. Therefore, none of our current Board members are independent.
Other Directorships
None of our directors are officers and directors of other Securities and Exchange Commission reporting companies.
Conflicts of Interest
The Company currently has no conflicts of interest.
Involvement in Certain Legal Proceedings
There are no legal proceedings that have occurred for the period covered by this report concerning the company, our director, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.
| 30 |
Item 11. Executive Compensation
Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer, who occupied such position at the end of our latest fiscal year.
| Name | Title | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation | All Other Compensation | Total | |||||||||||||||||||
| Andrei Stoukan | CEO and Director | 2022/2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0/0 | 0/0 | |||||||||||||||||||
Our director did not receive salary compensation for his services as director for the year ended June 30, 2022. We have a plan for compensating our director for his services beginning from January 1st 2023. He will receive up to $3,000 monthly. He received $0 for 2021 as a salary compensation.
Summary Compensation
As of June 30, 2022, we had no health, hospitalization, or medical reimbursement or relocation plans in effect. Further, we had no pension plans or plans or agreements which provide compensation on the event of termination of employment or corporate change in control. We have no long-term equity incentive plans.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following tables set forth as of June 30, 2022. The ownership of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding voting securities, our directors, our executive officers, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.
Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has shared the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.
| 31 |
| Title of class | Ownership Holder: | Amount Beneficial Ownership | Direct Ownership | Indirect Ownership | Percent of class | |||||||||||||
| Common | Arithmetic LLC | 14,001,000 | 14,001,000 | 14,001,000 | 90 | % | ||||||||||||
| Total | 14,001,000 | 14,001,000 | 14,001,000 | 90 | % | |||||||||||||
This table is based upon information derived from our stock records. Applicable percentages are based upon 15,592,000 shares of common stock outstanding as of the date of this report.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
We have not a related party transaction for the 12 months period ended June 30, 2022.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
We did not grant any options or stock appreciation rights to our named executive officer or director from our inception to the date of this report. As of the date of this report, we did not have any stock option plans.
Employment Agreement
We have no employment agreement with our officer and director.
Pension, Retirement or Similar Benefit Plans
There are no agreements, arrangements or plans in which we provide pension, retirement or similar benefits to our director or executive officer. We have no material bonus or profit-sharing plans in which cash or non-cash compensation is or may be paid to our directors or executive officers.
Compensation Committee
We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions. The Board of Directors as a whole participates in the consideration of executive officer and director compensation.
Item 14. Principal Accounting Fees and Services
We paid to our auditor Yusufali & Associates, LLC for professional services rendered for the review and audit of our financial statements $10,100.
| 32 |
PART IV
Item 15. 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) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| 33 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
United Express Inc. |
||
| August 16, 2022 | By: | /s/ Andrei Stoukan |
| Andrei Stoukan | ||
| President, CEO and DIrector | ||
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. | ||
| August 16, 2022 | By: | /s/ Andrei Stoukan |
| Andrei Stoukan | ||
| Principal Executive Officer, Principal Accounting and Financial Officer and Director | ||
| 34 |