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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 333-227194

United Express Inc.

(Exact name of Registrant as specified in its charter)

Nevada		82-1965608
(State of incorporation)		(IRS Employer ID Number)

4345 W. Post Rd., Las Vegas, Nevada		89118
(Address of principal executive officers)		Zip Code

949-350-0123

(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.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 ☐
Non-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, 2024, there were 29,372,951 shares of our common stock authorized for issue and outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Quarterly Report on Form 10-Q (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.

TABLE OF CONTENTS

	Page
PART I
Financial Statements	4
Item 1.	4
Balance Sheets as of December 31, 2024 and June 30, 2024	4
Statements of Operations for the six months ended December 31, 2024 and December 31, 2023	5
Statements of Stockholders’ Equity for the six months ended December 31, 2024 and December 31, 2023	6
Statements of Cash Flows for the six months ended December 31, 2024 and December 31, 2023	7
Notes to Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II Other Information	14
Item 1. Legal Proceedings	14
Item IA. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	15
Signatures	16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UNITED EXPRESS, INC.
BALANCE SHEET

DECEMBER 31, 2024 AND JUNE 30, 2024

	December 31, 2024			June 30, 2024
	Unaudited -			Audited
ASSETS
CURRENT ASSETS:
Cash	$	2,000		$	15,602
TOTAL CURRENT ASSETS	$	2,000		$	15,602
NON-CURRENT ASSETS:
Intangibles	$	13,098,890		$	13,098,890
production and stage equipment	$	610,417		$	610,417
TOTAL NON-CURRENT ASSETS	$	13,709,307		$	13,709,307
TOTAL ASSETS	$	13,711,307		$	13,724,909

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other Payables	$	-		$	1
Accrued Accounts Payable	$	1,100,422		$	1,091,458
TOTAL CURRENT LIABILITIES	$	1,100,422		$	1,091,459

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value; 75,000,000 shares authorized 29,372,951 shares issued and outstanding at June 30, 2024 and 29,372,951shares issued and outstanding at December 31, 2024, respectively	$	29,372		$	29,372
Additional paid in capital	$	15,159,439		$	15,159,439
Accumulated Deficit	$	(2,577,926	)	$	(2,555,361	)
TOTAL STOCKHOLDERS’ EQUITY	$	12,610,885		$	12,633,450
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,711,307		$	13,724,909

See notes to financial statements

UNITED EXPRESS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

	For the three months ended December 31, 2024			For the three months ended December 31, 2023			For the six months ended December 31, 2024			For the six months ended December 31, 2023
REVENUES
Sales	$	10,120		$	48,285		$	39,232		$	163,635
TOTAL REVENUES	$	10,120		$	48,285		$	39,232		$	163,635

COST OF SALES
TOTAL COST OF GOODS SOLD	$	6,000		$	17,100		$	22,700		$	17,100
GROSS PROFIT (LOSS)	$	4,120		$	31,185		$	16,532		$	146,535

Operating expenses:
Consultancy Fees	$	0		$	2,114,000		$	0		$	2,115,000
General and administration expenses	$	5,670		$	17,832		$	35,947		$	26,707
OTC Market fees	$	2,115		$	2,255		$	3,150		$	8,255
TOTAL OPERATING EXPENSES	$	7,785		$	2,134,087		$	39,097		$	2,149,962

INCOME (LOSS) BEFORE INCOME TAXES	$	(3,665	)	$	(2,102,902	)	$	(22,565	)	$	(2,003,427	)
INCOME TAXES	$	0		$	0		$	0		$	0
NET INCOME (LOSS)	$	(3,665	)	$	(2,102,902	)	$	(22,565	)	$	(2,003,427	)
NET INCOME (LOSS) PER BASIC AND DILUTED SHARE	$	0		$	0		$	0		$	0
WEIGHTED AVERAGE OF COMMON SHARES OUTSTANDING		29,372,951			29,372,951			29,372,951			23,101,523

See notes to financial statements

UNITED EXPRESS INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024

	Shares		Par Value		APIC		(Deficit)			Equity
	Common Stock						Accumulated Earnings /			Total Stockholders’
	Shares		Par Value		APIC		(Deficit)			Equity
Balance, June 30, 2024		29,372,951	$	29,372	$	15,159,439	$	(2,555,361	)	$	12,633,450
Net loss for the September period ended		-		—		—	$	(18,901	)	$	(18,901	)
Balance, September 30, 2024		29,372,951	$	29,372	$	15,159,439	$	(2,574,262	)	$	12,614,549
Net loss for the December 31, period ended		-		-		-	$	(3,665	)	$	(3,665	)
Balance, December 31, 2024		29,372,951	$	29,372	$	15,159,439	$	(2,577,926	)	$	12,610,885

STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

	Shares		Par Value		APIC		(Deficit)			Equity
	Common Stock						Accumulated Earnings /			Total Stockholders’
	Shares		Par Value		APIC		(Deficit)			Equity
Balance, June 30, 2023		15,592,000	$	15,592	$	59,219	$	(74,203	)	$	608
Balance		15,592,000	$	15,592	$	59,219	$	(74,203	)	$	608
Shares issued to acquire Intangibles and Equipment		12,380,951	$	12,380	$	12,987,620	$	0		$	13,000,000
Issuance of services pursuant for advisory and consultancy fees		1,400,000	$	1,400	$	2,112,600	$	0		$	2,114,00
Net profit							$	(2,003,427	)	$	(2,003,427	)
Net profit (loss)							$	(2,003,427	)	$	(2,003,427	)
Balance, December 31, 2023 – Restated		29,372,951	$	29,372	$	15,159,439	$	(2,077,630	)	$	13,111,181
Balance		29,372,951	$	29,372	$	15,159,439	$	(2,077,630	)	$	13,111,181

See notes to financial statements

UNITED EXPRESS INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

	For the six months ended December 31,			For the six months ended December 31,
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	(22,565	)	$	(2,003,427	)
Share based payments	$	-		$	2,114,000
Increase / (decrease) in trade and other payables	$	8,963		$	14,765
Net cash (used in) provided by operating activities	$	(13,602	)	$	125,338
Cash flows from investing activities:
Net cash used in investing activities	$	-		$	(97,990	)
Cash flows from financing activities:
Net cash provided by financing activities	$	-		$	-
NET INCREASE (DECREASE) IN CASH	$	(13,602	)	$	27,348
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	$	15,602		$	609
CASH AND CASH EQUIVALENTS - ENDING OF PERIOD	$	2,000		$	27,957

Supplemental non cash disclosures:
Issuance of shares to acquire Intangibles and Equipment					12,380,951

See notes to financial statements

UNITED EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

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 3 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.

We also own assets acquired from Jebour Two Limited and its wholly owned subsidiary, Fighting Leagues TV (“Fighting Leagues”), on September 21, 2023, in exchange for 12,380,951 shares of our common stock issued to shareholders of Jebour Two Limited. The acquired assets include a Nevada State Athletic Commission Professional Promoter license, which will allow us to produce live kickboxing, boxing, and mixed martial arts events in the State of Nevada, perpetual and worldwide media rights for 40 previously produced shows, and certain production and staging equipment to be used in producing similar events going forward.

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.

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, 2024 (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.

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.

UNITED EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

NOTE 2 - Significant Accounting Policies and Recent Accounting Pronouncements - continued

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 State of Nevada promoter license and media rights to the 40 shows previously produced by Fighting Leagues.

The 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 $12,598,000.

Intangible assets, such as the media rights to the 40 shows previously produced by Fighting Leagues, which are expected to generate cash flows over a finite life are amortized using the straight-line method over the estimated economic life of the asset, which is 3 years. Intangible assets with finite lives are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The carrying amount of this asset at the date of acquisition is $500,000

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 5 to 10 years.

UNITED EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

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 December 31, 2024. 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.

Basic and Diluted Loss Per Share

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 all 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 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 customers for the logistic business. We utilize 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.

UNITED EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

NOTE 3 - Production and Stage Equipment

As of December 31, 2024, production and stage equipment owned by the Company amounted to $610,417. The Production and State Equipment was not placed into service during the period ended December 31, 2024. Prior to the acquisition of this equipment, the Company did not own or lease any equipment.

	As of December 31, 2024

Production Equipment	$	573,607
Stage Equipment	$	36,810
Production and stage equipment	$	36,810

NOTE 4 - Concentration of Credit Risk

The Company maintains cash balances at Bank of America. The balance, at any given time, may exceed Federal Deposit Insurance Corporation FDIC insurance limits of $250,000 per institution. The Company’s cash balances at December 31, 2024 were within FDIC insured limits.

NOTE 5 - 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 6 - 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 7 - Capital Stock

During the six months ended December 31, 2024, no shares were issued.

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. 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, 2024, due the operating history and uncertain future prospects of the Company.

UNITED EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

NOTE 8 - Income Taxes - continued

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 9 - Related Party Transactions

The Company did not enter into any related party transactions for the six-month periods ended December 31, 2024, or December 31, 2023

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 six months period ended December 31, 2024, the Company had a cash balance of $2,000 and net loss of $22,565 from operations.

For the six months period ended December 31, 2023, the Company had a cash balance of $27,957 in total and net loss of $2,003,427.

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 December 31, 2024, the date our quarter ended. By this date we don’t have any assets that directly or indirectly influenced on environmental matters. We indicated risks, include climate related risks in Item 1A Risk Factors in our 10K report.

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, 2024 and December 31, 2023 and the financial statements for the six months period ended December 31, 2024, 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. 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

Cash Requirements, Liquidity and Capital Resources

We had $2,000 of cash on hand as of December 31, 2024 and $27,957 on hand as of December 31, 2023. Our current cash on hand is likely insufficient to meet working capital and capital expenditure needs unless we generate substantial additional revenue or secure additional debt or equity financing. 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 six months ended December 31, 2024 and for the six months ended December 31, 2023

For the six months ended December 31, 2024, the Company recorded revenue of $39,232 primarily from logistics services. For the six months ended December 31, 2023, the Company recorded revenue of $163,635 primarily from logistics services.

Consulting fees for three months ended December 31, 2024 is nil compared to $2,114,000 for the three months ended December 31, 2023. The prior period consulting fees was a result of the Company entering 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.

Off Balance Sheet Arrangements

None

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, we have concluded that, based on such evaluation, our disclosure controls and procedures were effective 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.

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 unfavorable.

Item lA. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “Form 10-K”), under the heading “Risk Factors”, and investors should review the risks provided in the Form 10-K prior to making an investment in the Company. Risk Factors, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable. The Company is not subject to mine safety regulations under the Federal Mine Safety and Health Act of 1977.

Item 5. Other Information.

None.

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 of2002 (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 (formatted as Inline XBRL and contained in Exhibit 101).

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.

Date: February 10, 2025	By:	/s/ Andrei Stoukhan
		Andrei Stoukhan
		Director

United Express Inc. 10-Q