S-11/A 1 useps11032116.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-11

FOR REGISTRATION

Under

THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

US EXPORT, INC.

(Exact name of registrant as specified in Its Governing Instruments)

US Export, Inc.

c/o Dr. Wenyi Yu

160 Kerns Avenue

Buffalo, New York, 14211

Tel. No.: (716) 200 1162

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Copies to:

Law Offices of Scott D. Marchant, Esq.

5373 Transit Road

Williamsville, New York 14221

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

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. (Check one):

Large accelerated filer			[ ]			Accelerated filer			[ ]
Non-accelerated filer			[ ]			Smaller reporting company			[X]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, no par value per share (the “Common Stock”)		4,338,500	$	1.00	$	4,338,500	$	504.13
Total		4,338,500	$	1.00	$	4,338,500	$	504.13

•

This registration statement covers the resale by our selling shareholders of up to 4,338,500 shares of Common Stock previously issued to such selling shareholders.

•

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) of the Securities Act. Our shares of common stock are not traded on any national exchange and in accordance with Rule 457(o) the offering price was determined by the price of the shares that were sold to some of our shareholders in a private placement. We intend to apply to have our shares of Common Stock quoted on the OTCQB marketplace of OTC Link. The price of $1.00 is a fixed price at which the selling shareholders may sell their shares until our shares of common stock are quoted on the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Before our shares of Common Stock can be quoted on the OTCQB marketplace of OTC Link, the Financial Industry Regulatory Authority (“FINRA”) needs to approve a Form 211 Application filed by a market maker. There can be no assurance that: (a) a market maker will agree to file the Form 211 Application; (b) the FINRA will approve the Form 211 Application; or (c) that our application to be quoted on the OTCQB marketplace of OTC Link will be approved by OTC Markets Group Inc.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

PART I. INFORMATION REQUIRED IN PROSPECTUS

Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus

Item 2. Inside Front and Outside Back Cover Pages of Prospectus

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion, dated December 31, 2015

US EXPORT, INC.

PROSPECTUS

4,338,500 Shares of Common Stock

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is

shares of our common stock, no par value (NPV) per share (the “Common Stock”), that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the Common Stock covered by this prospectus.

Our Common Stock is presently not traded on any market or securities exchange. The selling shareholders have not engaged any underwriter in connection with the sale of their shares of Common Stock. We intend to apply to have our shares of Common Stock quoted on the OTCQB marketplace of OTC Link. Common Stock being registered in this registration statement may be sold by selling shareholders at a fixed price of $1.00 per share once our shares of Common Stock are quoted on the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. Before our shares of Common Stock can be quoted on the OTCQB marketplace of OTC Link, the Financial Industry Regulatory Authority (“FINRA”) needs to approve a Form 211 Application filed by a market maker. There can be no assurance that: (a) a market maker will agree to file the Form 211 Application; (b) the FINRA will approve the Form 211 Application; or (c) that our application to be quoted on the OTCQB marketplace of OTC Link will be approved by OTC Markets Group Inc. We have agreed to bear the expenses relating to the registration of the shares of the selling shareholders.

Although we are certain in the contents in this prospectus, including the the real property owned, the building conditions and inspections, our documentation, the market and industry data, such information is inherently imprecise.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Common Stock in “Risk Factors” beginning on page 12 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is December 31, 2015

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TABLE OF CONTENTS

PART I. INFORMATION REQUIRED IN PROSPECTUS	Page
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus	1
Item 2. Inside Front and Outside Back Cover Pages of Prospectus	1
Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges	3
Item 4. Determination of Offering Price	15
Item 5. Dilution	15
Item 6. Selling Security Holders	15
Item 7. Plan of Distribution	16
Item 8. Use of Proceeds and Compensation to Affiliated Persons	18
Item 9. Selected Financial Data	18
Item 10. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 11. General Information as to Registrant	20
Item 12. Policy with Respect to Certain Activities	22
Item 13. Investment Polices of Registrant	23
Item 14. Description of Real Estate	24
Item 15. Operating Data	27
Item 16. Tax Treatment of Registrant and Its Security Holders	28
Item 17. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	29
Item 18. Description of Registrant’s Securities	29
Item 19. Legal Proceedings	30
Item 20. Security Ownership of Certain Beneficial Owners and Management	30
Item 21. Directors and Executive Officers	31
Item 22. Executive Compensation	34
Item 23. Certain Relationships and Related Transactions and Director Independence	35
Item 24. Selection, Management and Custody of Registrant’s Investments	36
Item 25. Policies with Respect to Certain Transactions	36
Item 26. Limitations of Liability	37
Item 27. Financial Statement and Information	38
Item 28. Interests of Named Experts and Counsel	48
Item 28A. Material Changes	48
Item 29. Incorporation of Certain Information by Reference	48
29A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities	49
Item 30. Quantitative and Qualitative Disclosure About Market Risk	49
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	50
Other Expenses of Issuance and Distribution	50
Recent Sales of Unregistered Securities	50
Indemnification of Directors and Officers	50
Treatment of Proceeds from Stock Being Registered	50
Financial Statements Filed	51
Exhibits	51
Undertakings	51
Signatures	53

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US EXPORT, INC.

4,338,500 SHARES OF COMMON STOCK

_____________________

PROSPECTUS

_____________________

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is December 31, 2015

Please read this prospectus carefully. It describes our business, our financial condition and results of operation. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below together with the information contained in this prospectus, including our financial statements and the related notes appearing at the end of this prospectus. If any of the following occur, our business, financial condition, results of operations and future growth prospects could be materially adversely affected. In these circumstances, the price of our common stock could decline, and you may lose all of your investment.

Item 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the term “US Export”, “Company,” “we,” “us,” and “our” refer to US Export, Inc. or any of its subsidiaries.

Overview

Our principle business is to lease our commercial building to tenants.

US Export, Inc. (“the Company”) is developing an industrial incubator to function as a Regional Economic Engine (“REE”) at 160 Kerns Avenue, Buffalo, New York, 14211 ("160 Campus"; or "the Campus"). The REE has a building of 83,553 SF on a campus with a lot size of 205,666 SF in the City of Buffalo, NY. Clients can rent the space on the Campus to operate and develop business.

An REE is an industrial incubator that provides complex services:

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communication between local college students and teachers

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work space for community engineers, artists, professors, entrepreneurs

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rentable studio, factory and service space

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a location to host cultural, technical and sports events

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exhibit space local products and services

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office space for new business and individuals

The core asset of the Company is the 160 Campus which the Company purchased, is repairing and will lease in the near future. The Company's principal business will be as a Lessor/Landlord with its principal source revenue being rent.

Company History

US Export, Inc. was incorporated as a New York corporation with 100 common stock at $0.001 par value on April 5, 2012. On February 23, 2015, the Department of State of New York approved an amendment to the Company’s articles of incorporation to increase the Company’s authorized stock to 30,000,000 shares.

On August 6, 2012, the Company acquired a house located at 25 Fordham Drive Buffalo, New York 14216 for $220,000. On August 6, 2012, the Company entered into a note agreement with the seller of the property for the acquisition. The principal amount of the loan was $200,000 with a 5.0% interest rate to mature in five years. On September 15, 2015, the Company sold the house for $262,890. The gain on the sale of this property was $60,753.

On November 18, 2013, the Company purchased the real estate located at 160 Kerns Avenue, Buffalo, NY 14211 (the “160 Campus”, "160 Kerns Campus" ). On April 8, 2014, City of Buffalo Planning Board approved the Buffalo Campus as a multiple use facility, including use as an office, business school, live performance theater, social dance hall, fitness center,

supermarket, restaurant and dormitory.

On January 30, 2014, the Company acquired property located at 70 Floss Avenue, Buffalo, New York 14211 in cash for $33,000. On July 23, 2015, the Company sold the property for $35,000. The gain on the sale of this property was $3,199.

From November 18, 2012 to December 31, 2015, the 160 Campus was under major renovation. This commercial property is the core asset of the Company and its space will be leased to businesses and individuals.

Core Asset - 160 Campus

160 Campus is the Company's core asset. The telephone number of 160 Campus is (716) 200-1162.

The current address of 160 Campus was formerly known as 185 Lang Avenue, Buffalo, New York 14215. The campus was founded in 1959 becoming Turner--Carroll High School. 185 Lang Avenue was the school's main entrance (the north entrance of the teaching building). 160 Kerns Avenue is the south entrance to back of the building -the parking lot. The school was closed and acquired by the Bob Lanier Center for Educational, Physical & Cultural Development, Inc. Bob Lanier used the building for business training, basketball training, boxing training and mini-golf service. The property is on a R2 zoning area and surrounded by high--density residential. It is next to Catholic Charities of Buffalo NY, Kerns Bowling Center, Schiller Park, Schiller Park Community Center and Villa Maria College. The campus is located in the middle between the City Hall in Downtown Buffalo and Buffalo -Niagara International Airport, about 10 minutes drive to each. The steel- framed classroom--cultural & entertainment-sports building had some physical defects but in general was in good condition.

The Company purchased the property in cash on November 18, 2013. On January 16, 2014, the Buffalo Zoning Board of Appeals approved the Company's petition to convert and use the former high school as a trade school and dormitory with a restaurant, clinic, supermarket, fitness center and theater in the residential district. Since then, the 160 Campus has been transformed into a commercial property. The Company invited Tommaso Briatico Architects to prepare planning of the property and on April 8, 2014, City of Buffalo Planning Board approved the plan. A community hearing also supported the change. On June 25, 2014, City of Buffalo issued a Building Permit for the repair of the building. On September 17, 2014, New York State Energy Research and Development Authority (NYSERDA) informed the Company it was eligible for incentives for energy efficiency.

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From May 1, 2014, the Company started to clean up the outdoor grounds and improved the landscaping of the Campus. A yellow coated steel fence, CCTV and alarm system were installed in August 2014. Roof repairs were made in the summer and fall of 2014. The asbestos abatement was done in the first half of 2015. Negotiations with local physicians began in August of 2015 with a business plan to set up a clinic at the Campus for the community. There are diversified demands for the space: clinic; day care; performance, party, laser games, dance hall; basketball training and fitness; educational courses; community service; laser camera R&D; and medical laboratory.

Product and Service

The Company is establishing an industrial incubator with:

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classrooms

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laboratories

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gallery

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auditorium/theater

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gymnasium

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restaurant

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clinic

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dormitory

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chapel

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supermarket

Industrial Incubator

An REE is an industrial incubator that provides complex services:

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communication between local college students and teachers

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work space for community engineers, artists, professors, entrepreneurs

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rentable studio, factory and service space

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a location to host cultural, technical and sports events

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exhibit space for local products and services

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office space for new business and individuals

Customers

Our Lessees will be featured as “WNSRN”:

Western NY		Businesses from the Western New York region
Neighbor		Business and individual from zip codes 14215 and 14211
Service		School, clinic, artistic and fitness services
Race		Caucasian, African American, Chinese and others
New		Small to micro sized private business, some programs are subsidized by government or NGO

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Corporate Strategy

The Company will insist on BQPS Strategy:

Brand Strategy		Take “160” logo and “US Export, Inc.” trademark as core assets
QC Strategy		Implement comprehensive, quantitative or half quantitative quality control management
Price Strategy		Pursue profit satisfaction, not maximization
Sustainable Strategy		Collect resources as much as possible to support its long term development

Plan for 2014 to 2020

Our business plan for 2014-2020 is as follows:

From November 18, 2013 to the first half of the year 2016		Concentrate on the renovation of the 160 Campus.
For the second half of year 2016		Lease the space to tenants in need of classroom, laboratory, studio, gallery, office, clinic, cafeteria, or gym space. We also have available auditorium, outdoor sports field, and parking lot space for rent.
For the years of 2017-2020		Continue to rehab on the building and the campus to function as incubator space for educational, new technology and art sectors.

Plan in 2016

In the year 2016, the company will implement BCMS Plan:

Brand Plan		By 01/31/2016, to register "160" and "US Export, Inc." for brand protection
Construction Plan		By 12/31/2016, to complete the renovation of 160 Kerns building; and transform it into an informative incubator
Marketing Plan		By 01/31/2016, to find a property management and marketing team
Service QC Plan		By 06/30/2016, to develop a client survey system

Competition

Although the Company is not aware of any direct competitors focused on creating Regional Economic Engines, we compete with many other entities engaged in commercial property leasing, many of which have greater resources than we do. Specifically, there are numerous commercial building for lease in Buffalo and West New York, which will compete with us for potential clients.

Government Regulation

The Company will comply with regulations on commercial property leasing. New York State and City of Buffalo have strict requirements on planning, renovation, landscaping and commercial leasing. The City of Buffalo Office of Strategic Planning holds hearings and meetings on development plans and reviews layouts. The City of Buffalo Department of Permits and Inspection Services send inspectors to construction sites. Occupational Safety and Health Administration (OSHA) inspects the asbestos abatement and lead paint remediation. The City of Buffalo Fire Department checks the security of the building. The City of Buffalo Police Department patrols the Campus regularly. City officers, council members, senators, congressmen and government departments have paid much attention to development in the surrounding community and have sent invaluable advice and assistance to the renovation of the Campus. The local government and community have created an excellent development environment for the project.

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Other Regulations

We are also subject to numerous federal, state and local laws relating to such matters as safe working conditions, manufacturing practices, environmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances. We may incur significant costs to comply with such laws and regulations now or in the future.

Employees

As of December 31, 2015, we currently have two (2) full time employees and four (4) part--time employees. Over time, we may be required to hire employees or engage independent contractors in order to execute various projects necessary to grow the business. These decisions will be made by our officers and directors, if and when appropriate.

Marketing

To promote the leasing of the incubator, we will introduce PMNB method:

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Portal: develop a website

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MBO: manage marketing team by accomplishments

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Neighbor: motivate neighbors to bring clients into the building

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Building: always keep the campus clean, neat, informative, and inspiring

Where You Can Find Us

Our principal executive offices are located at 160 Kerns Avenue, Buffalo, New York, 14211. Our telephone number is (716) 200-1162.

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The Offering

Securities Offered: 4,338,500 shares of Common Stock. This number represents 14.46% of our current outstanding Common Stock. (1)

Common Stock Outstanding Before the Offering:		30,000,000
Common Stock Outstanding After the Offering:		30,000,000
Terms of the Offering:		The selling shareholders will determine when and how they will sell the Common Stock offered in this prospectus.
Termination of the Offering:		The offering will conclude upon the earliest of: (i) such time as all of the Common Stock has been sold pursuant to the registration statement of which this prospectus forms a part (the “Registration Statement”); or (ii) such time as all of the Common Stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
Market for Our Common Stock:		There is currently no market for our Common Stock and we cannot assure you that a market will develop. We intend to apply to have our shares of Common Stock quoted on the OTCQB marketplace of OTC Link. Before our shares of Common Stock can be quoted on the OTCQB marketplace of OTC Link, FINRA needs to approve a Form 211 Application filed by a market maker. There can be no assurance that: (a) a market maker will agree to file the Form 211Application; (b) the FINRA will approve the Form 211 Application; or (c) that our application to be quoted on the OTCQB marketplace of OTC Link will be approved by OTC Markets Group Inc.
Use of proceeds:		We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.
Risk Factors:		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factor” beginning on page 12.

(1)

Based on 30,000,000 shares of Common Stock outstanding as of December 31, 2015

Shares possessed by Directors

Name	Position	Beneficially Owned Number of Shares		Percent of Total Shares (%)
Dr. Wenyi Yu	Chief Executive Officer; Director; Chairman of the Board		24,653,500		82.18
Ms. Karen Zhao	Director, CFO		1,000,000		3.3
Mr. Antoine Thompson	Director		3,000		0.01
Total			25,656,500		85.49

Market for common stock

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Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

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A requirement to have only two years of audited financial statements and only two years of related MD&A;

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Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

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Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

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No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also 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 of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by nonaffiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

Risk Factors

Cautionary Statement Regarding Forward-Looking Statements

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward--looking statements.” Such forward--looking statements include, but are not limited to, statements regarding our Company and management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward--looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward--looking statements, but the absence of these words does not mean that a statement is not forward--looking.

The forward--looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward--looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward--looking statements.

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Risks Related to Our Property

The Company has only one property, 160 Kerns Campus, any physical damages to the Campus will hurt the Company's outcome.

Theoretically, a safe investment should be diversified. At this time the Company has only one asset--160 Kerns building and fields. The Campus covers 4.8 acres area in a high--density residential community. The building has 83,553 SF which is bigger than a football field. The property is surrounded by steel and wooden fences. Since it is in a residential area, any civil unrest, riot, terrorism, massive robbery, organized larceny, incendiary, juvenile delinquency or incited racial hatred will bring physical damages to the property and its operations; Any natural disasters caused by earthquakse and climate accidents will physically hurt the building, the campus and its business. If factitious or natural damages were to occur, an insurance company will make an investigation and provide an estimation. We are unable to predict how much will be compensated or when the compensation will come. An issue with the insurance company might take some time to solve or be defeated and the Company's resources might not support the Company until it can recover. It is unpredictable for any negative impacts to the property which is caused by exceptional sources or reasons out of control. The Company has no ability to protect the asset when either the negative human behavior or natural accidents occur.

Damages might caused by the aged building structure and facilities.

160 Kerns building was founded in 1959 and is 56 years old. It is a steel framed structure and in good condition, but there are four small roof leaks, four small window leaks, multiple pipeline leaks, broken fire alarm system, out of order HVAC, suspended boilers, and two small interior wall fissures. Not all the asbestos containing tiles and joints are removed. Existing physical damage needs to be repaired. All these problems will to be solved by professional contractors except some of the renovations have been completed. 160 Kerns building has the same risks that other older buildings confront and have to fight.

Building maintenance is a cost that affects the ROI and dividend.

The owner of the property might be involved in issues with employees, clients and visitors.

The Company as the owner of a building might be sued for any number of reason including accessibility to the building, slip and falls, or accidents. Asbestos problems are a more serious risk to people in the building and the Company may be sued if the abatement is not carried out successfully. The Federal government and NYS have extensive regulations on environment health, and any violation will bring about bad consequence

Risks Related to Building Renovation

The building renovation is subject to risks caused by contractors.

The renovation progress may be adversely affected by errors of contractors. Budget overrun, delays, low quality work and other issues might occur. Adequate construction supervision will limit those issues. The sources of risk exist in the following fields:

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Architect

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Roof repair contractor

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Asbestos abatement contractor

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Plumbing contractor

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Electric contractor

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Ventilation and A/C contractor

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Fire alarm and sprinkler system contractor

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Flooring contractor

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Window and wall repair contractor

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Painting contractor

Supervision of diversified contractors is difficult.

We are subject to risks associated with building renovation.

Our projects are subject to significant risks:

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a delay in obtaining governmental permits, approvals and authorizations

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inability find a qualified contractor

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a delayed abatement for asbestos contained materials

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problems with a contractor and the delay caused by the problem

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an increase in the cost of raw materials

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an increase in labor costs

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budget overruns and an inability to secure sufficient financing for the completion of renovation

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neighbor complaints and the suspension of the renovation

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violations and stop work orders by government inspectors

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labor issues not covered by the contractor

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bad weather

If any of the foregoing occurs or exists, we may not achieve our projected returns and we could lose some or all of our investments.

Risks Related to Property Operation

The results of operations and financial condition will be greatly affected by the performance of the real estate industry.

Our real estate activities are, and will continue to be, subject to numerous factors beyond our control, including local real estate market conditions in areas where our potential customers reside, substantial existing and potential competition, general economic conditions, fluctuations in interest rates and changes in demographic conditions. Commercial property markets have historically been subject to strong periodic cycles driven by numerous factors beyond our control. An economic climate change and regional economic stagnation will bring with:

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increases in interest rates, transactional costs, HR costs and tax rates

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a decline in prevailing rental rates

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a decline in demand for work space and facilities

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a decline in new business, NGO, community service, artistic and sports events

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a decline in creative activities and services, training courses

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a decline of population

Therefore, we can't guarantee our occupancy will be a satisfactory for the long term. The operation results may be negative even we make big efforts.

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Because of our limited history and immature organization, an investment in our Company is inherently risky.

We are a company with a limited history and our operations are subject to numerous risks similar to those of a start-up company. The achievements of an REE are affected by multiple factors, for example: the location of the Campus; the Company’s administration proficiency, service quality, investment ability and marketing; local resources, economic demographics, community relations, security; political events, culture adaptability; technique competition; transaction costs, economic cycles; and natural disasters. The output and success of our business is hard to predict. We cannot assure you that we will find the right persons and organize an excellent team in one to two year(s).

We may come across collectable debts and/or bad debts.

As a Lessor, we will ask all prospective tenants to fill out an application. We will make a very preliminary survey of the tenant’s credit and business background before signing a lease agreement. We are not authorized to do anything further. We have no right to ask the potential tenant for financial statements, business relationships or business plans. It is hard for a Lessor to control this business risk.

Our ultimate success will be dependent upon management.

Our success is dependent upon the skill and decision making ability of our directors and executive officers. The loss of any or all of these individuals could have a material adverse impact on our operations. We have not obtained life insurance for our key personnel. Our success is dependent in large part on our ability to attract and retain key people and consultants. If we are not able to retain and recruit qualified personnel, our ongoing operations, our business and our ability to successfully implement our business plan could be adversely affected.

Risks Related to Tenant Rights

A Lessor may be sued by a Lessee for tenant rights.

A tenant has many rights, some rights are “visible” i.e., governmental regulations and the lease contract. The Company may be involved in issues related to tenant security and privacy, environmental health, discrimination, parking space, utilities and structural maintenance i.e. rights that are “invisible” and unpredictable. You do not know where the problem or how to compensate the Lessee. The violation of a tenant rights might be made by administrators but it can also be committed by a temporary labor that provide daily services to client. We are not sure if the Company will be involved in tenant rights issues and the consequences.

Risks Related to Financing

To fully develop our business plan we will need additional financing.

We will have to obtain additional financing in order to conduct our business in a manner consistent with our proposed operations. The company needs $300,000 more for the completion of renovation. There is no guarantee that this amount of funds will be available when, and if, needed. If we are unable to obtain financing, or if the terms are too costly, we may be forced to curtail expansion of operations until such time as alternative financing may be arranged, which could have a materially adverse impact on our operations and our shareholder's interests.

There is a current net loss and substantial doubt regarding the Company’s ability to continue as a going concern.

As of December 31, 2015, the Company has not generated revenues and has accumulated losses of $1,220,376. The net loss for the year ended December 31, 2015 was $382,811. The continuation of the Company is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Bank loans are based on a company's history, proceeds and balance. It is difficult to get line of credit from bank when a company cannot meet the financial institution's requirements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

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Risks Related to Officer and HR Management

Any improper decision by the Chairman and CEO will result in negative impact.

Dr. Wenyi Yu exercises control over 82% of the Company's shares. He is the Chairman of Board of Directors and Chief Executive Officer of the Company. He will make decisions regarding, (i) whether to issue common stock and preferred stock, including decisions to issue common and preferred stock to himself; (ii) employment decisions, including his own compensation arrangements, and (iii) whether to enter into material transactions with related parties. It is inevitable to commit mistakes even when there is assistance by other directors, chief financial officer, chief compliance officer, lawyers and consultants.

We are subject to diversified uncertainty associated with the management of the property.

Our projected income may decline due to HR problems. We will introduce a professional team to manage the renovation schedule and supervise the progress. We have worked with one of the most experienced commercial real estate brokers in Buffalo in order to rent space out as early as possible. We are going to recruit a marketing manager to promote public relations and developing our business brand. We are looking for professional engineers to maintain the building. Since all of the preparation is at its preliminary stage, the outcome will be uncertain even though we have already made preparations of human resources for two years. It is the most difficult thing in the world to build a highly efficient and professional management team. If any negative events come into existence, we may not able to achieve our projected returns and even lose some or all of our investments.

The general and administrative expenses will increase steadily.

Compared with 2013, the general and administrative expenditures had increased significantly in 2014 and 2015. This change was mainly due to the maintenance of 160 Campus. In 2014, the Company began to repair the property. We did work on roof leaks, window repair, fence installation, CCTV installation, clean up, and landscaping. The Company has also been active in the community and donated to neighborhood groups. It is estimated the administrative expenses will grow steadily along with the operation of 160 Campus, which will be mainly used for hiring professional managers and promoting business relationships.

Risks Related to Our Common Stock

There is presently no trading market for our common stock and no assurance can be given that an active and liquid trading market will develop in the future. Accordingly, you may be unable to liquidate your shares quickly.

There is currently no market for our Common Stock and we cannot assure you that a market will develop. We intend to apply to have our shares of Common Stock quoted on the OTCQB marketplace of OTC Link. Before our shares of Common Stock can be quoted on the OTCQB marketplace of OTC Link, FINRA needs to approve a Form 211 Application filed by a market maker. There can be no assurance that: (a) a market maker will agree to file the Form 211 Application; (b) the FINRA will approve the Form 211 Application; or (c) that our application to be quoted on the OTCQB marketplace of OTC Link will be approved by OTC Markets Group Inc. Even if we are able to have our Common Stock become quoted in the over-the-counter market, an active trading market for our Common Stock may not develop in the future due to a number of other factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons. These investors tend to be risk--averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Once our Common Stock is listed or quoted on an active trading market, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales. We cannot give you any assurance that an active public trading market for our shares of Common Stock will develop or be sustained. You may not be able to liquidate your shares quickly or at the market price if trading in our Common Stock is not active.

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The offering price of the common stock was determined based on the price of the shares that were sold to some of our shareholders in a private placement, and therefore should not be used as an indicator of the future market price of the securities. Therefore, the offering price bears no relationship to our actual value, and may make our shares difficult to sell.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $1.00 per share for the shares of Common Stock was determined based on the price of the shares that were sold to some of our shareholders in a private placement. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

Future issuance of our common stock could dilute the interests of existing shareholders.

If we raise capital through the issuance of equity or convertible debt securities, the percentage ownership of our Company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

Our common stock is considered a penny stock, which may be subject to restrictions on marketability, so you may not be able to sell your shares.

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker -dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker -dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker -dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker dealer 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. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

Ratio of Earnings to Fixed Charges

The Company’s Ratio of Earnings to Fixed Charges as of December 31, 2015 was 103.51(1)

(1)

Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and net income attributable to non controlling interests.

Fixed charges are calculated as the sum of: (a) interest costs (both expensed and capitalized); (b) amortization of debt expense and discount or premium relating to any indebtedness; and (c) that portion of rental expense is representative of the interest factor.

Ratio of Earnings to Fixed Charges=(-382,811 net loss + 3,663 interest expenses)/3,663=103.51

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Item 4. Determination of Offering Price

Since our Common Stock is not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was determined by the price of the Common Stock that was sold to some of our shareholders pursuant in a private placement.

The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Item 5. Dilution

The shares Common Stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section are shares of Common Stock that are currently issued. Accordingly, there will be no dilution to our existing shareholders.

Item 6. Selling Security Holders

The shares of Common Stock being offered for resale by the selling shareholders consist of 4,338,500 shares of the Company’s common stock.

The following table sets forth the names of the selling shareholders, the number of shares of Common Stock beneficially owned by each of the selling shareholders as of December 31, 2015 and the number of shares of Common Stock being offered by the selling shareholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling shareholders may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.

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Selling Security Holder	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock (1)(%)		Shares being Offered
Shuwei Jia		240,000		0.8		240,000
Zhiping Mao		80,000		0.3		80,000
Jianbin Yan		120,000		0.4		120,000
XiaoHong Feng		50,000		0.17		50,000
Kebao Zhang		50,000		0.17		50,000
Baoxia Yue		40,000		0.13		40,000
Juan Wang		10,000		0.034		10,000
Aiming Dong		30,000		0.1		30,000
Suzanne Montalalou		500		0.0016		500
Alexander Park		500		0.0016		500
Bruce Adams		500		0.0016		500
Donald Lott		500		0.0016		500
Edward Schneider III		500		0.0016		500
Jonathan Willard		500		0.0016		500
Michelle Eisenstein		500		0.0016		500
Mo Saladin		500		0.0016		500
William Kyle		500		0.0016		500
Hua Zhang		1,000		0.0033		1,000
Yuanben Yu		1,000		0.0033		1,000
Liangxia Wang		1,000		0.0033		1,000
Yuanben Yu		1,000		0.0033		1,000
Jianqiong Li		2,000		0.0067		2,000
Baoguo Wang		3,000		0.01		3,000
Jie Zhang		3,000		0.01		3,000
Shenghe Zhang		5,000		0.017		5,000
Shuhua Yu		5,000		0.017		5,000
Cheng Li		10,000		0.034		10,000
Yanan Zhao		10,000		0.034		10,000
Wei Tang		15,000		0.05		15,000
Kegang Zhao		50,000		0.17		50,000
Baozhu He		100,000		0.34		100,000
Chenlian Zhao		100,000		0.34		100,000
Xinhua Yu		100,000		0.34		100,000
Zizhao Yu		1,000,000		3.4		1,000,000
Pulin Yu		47,000		0.16		47,000
Buffalo New Tech/ Art Industries Campus		1,010,000		3.4		1,010,000
Fang Li		1,250,000		4.5		1,250,000
Total		4,338,500		14.96		4,338,500

(1) Based on 30,000,000 shares of Common Stock issued and outstanding as of December 31, 2015.

Item 7. Plan of Distribution

The selling shareholders may sell some or all of their shares at a fixed price of $1.00 per share until our shares are quoted in the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.

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Once a market has developed for our Common Stock, the shares may be sold or distributed from time to time by the selling shareholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

settlement of short sales entered into after the effective date of the Registration Statement of which this prospectus is a part;

•

in transactions through broker-dealers that agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

a combination of any such methods of sale;

•

any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

In addition, the selling shareholders may enter into hedging transactions with broker- dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling shareholders. The selling shareholders may also enter into option or other transactions with broker -dealers that require the delivery by such broker- dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling shareholders are broker -dealers or affiliates of broker dealers. We will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act

The selling shareholders may indemnify any broker -dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker -dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker- dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $10,504.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

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Item 8. Use of Proceeds and Compensation to Affiliated Persons

We will not receive any proceeds from the sale of Common Stock by the selling shareholders. All of the net proceeds from the sale of our Common Stock will go to the selling shareholders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” We have agreed to bear the expenses relating to the registration of the Common Stock for the selling shareholders.

Item 9. Selected Financial Data

For the period as of December 31, 2015, the Company has maintained one property-160 Kerns Campus. The accumulated deficit was $1,220,376. Most of the expenditures were used for the purchase and maintenance of 160 Kerns and business administration. The Company sold two houses and received proceeds of $297,890 in the 3^rd quarter of 2015. The maintenance of 160 Campus has not yet been completed, although our activities have \ promoted the value of the property. To date, no rental has been produced. The following financial data may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had and will be.

Statement	Item	Amount
Balance sheet	Property and equipment, net($)		188,692
	Total assets($)		229,574
	Total Current Liabilities($)		91,154
	Total Long-Term Liabilities($)		0
	Total liabilities($)		91,154
	Common Stock shares issued and outstanding		30,000,000
	Additional paid in capital($)		1,362,065
	Accumulated deficit($)		(1,220,376	)
	Accumulated other comprehensive income($)		(3,269)
	Total Stockholders’ Equity($)		138,420
Statement of operations	Total operating expenses($)		442,905
	Gain from sale of property($)		63,952
	Net loss($)		(382,811	)
	Net loss per common share-basic and diluted($)		(0.00	)
Statement of cash flows	Depreciation expenses($)		9,709
	Gain of property and equipment disposal($)		(63,952	)
	Net cash used in operating activities($)		(344,971	)
	Proceeds from disposal of property, plant, and equipment($)		297,890
	Net cash provided by investing activities($)		267,890
	Net cash provided by financing activities($)		72,892
	Net change in cash($)		(4,189	)
	Cash at end of period($)		18,218
Statement of Stockholders' Equity (Deficit)	Shares issued to funders		29,372,000
	Shares issued to employees		8,000
	Shares issued for cash		620,000

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Item 10. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our discussion includes forward--looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward--looking statements as a result of a number of factors. See “Forward--looking Statements.”

Overview

US Export, Inc. (the “Company”) is developing an industrial incubator as a Regional Economic Engine (“REE” or “Engine”) at 160 Kerns Avenue, Buffalo, New York, 14211. The REE has a building of 83,553 SF on a campus with a lot size of 205,666 SF in the City of Buffalo, NY. Clients can rent the space to operate businesses.

Our core asset is the 160 Campus. The Company purchased it and is currently repairing it. The Company's principal business will be as a lessor with its principal source revenue as rent with its business model as maintenance of the property--marketing--leasing--collecting rent.

Comparison of the Years Ended December 31, 2015 and 2014

Revenue

As of December 31, 2015 and 2014, the Company has not generated revenues.

Accumulated deficit

Accumulated deficit was $1,220,376 for the year ended December 31, 2015 as compared with $837,565 for the year ended December 31, 2014. Payroll taxes amounted to $15,239 and $37,595 for the years ended December 31, 2015 and 2014, respectively. The changes are due to decreased payroll expenses paid by the Company and due to fewer employees were paid with higher payroll in 2014 compared to 2015.

General and Administration Expenses

General and administration expenses were $244,823 for the year ended December 31, 2015 as compared with $424,151 for the year ended December 31, 2014.

Net loss

Net loss was $382,811 for the year ended December 31, 2015 as compared with $599,210 for the year ended December 31, 2014.

Liquidity and Capital Resources

The following table sets forth the significant sources and uses of cash for the periods set forth below

	December 31, 2015			December 31, 2014
Net cash used in operating activities($)		(344,971	)		(581,324	)
Net cash provided by(used in) investing activities($)		267,890			(67,002	)
Net cash provided by financing activities($)		72,892			610,299
Net change in cash($)		(4,189	)		(38,027	)

Net cash used in operations was $344,971 for the year ended December 31, 2015 as compared with $581,324 for the year ended December 31, 2014.

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Net cash provided by investing activities was $267,890 for the year ended December 31, 2015 as compared with used in $67,002 for the year ended December 31, 2014.

Net cash provided by financing activities was $72,892 for the year ended December 31, 2015 as compared with $610,299 for the year ended December 31, 2014.

Net change in cash($) was $4,189 for the year ended December 31, 2015 as compared with $38,027 for the year ended December 31, 2014.

Related Party Transactions

The Company received contributions from Officers and Directors to fund the Company’s operations. During the years ended December 31, 2015 and 2014, the amount funded were $169,013 and $308,785, respectively. The contributions were recorded under additional paid in capital and summarized as below.

Related Party Transaction	December 31, 2015		December 31, 2014
Cash contributed by Mr. Wenyi Yu	$	117,695	$	56,106
Cash contributed by Ms. Keren Zhao	$	—	$	98,000
Unpaid salary forgiven by Mr. Wenyi Yu	$	20,000	$	8,564
Unpaid salary forgiven by Ms. Keren Zhao	$	8,000	$	12,000
Expenses paid out of pocket by Mr. Wenyi Yu	$	23,318	$	134,115
Total	$	169,013	$	308,785

For the years ended December 31, 2015 and 2014, the Company received cash contribution $117,695 and $56,106 from Mr. Wenyi Yu, respectively.

Accrued salary to related parties amounted to $73,838 and $0 as of December 31, 2015 and 2014, respectively. The accrued salaries as of December 31, 2015 includes salary payable of $48,588 to Wenyi Yu, $9,250 to Scott Marchant and $16,000 to Keren Zhao, respectively.

Related party receivable amounted to $5,000 and $0 as of December 31, 2015 and 2014, respectively. The related party receivable is advances to Wenyi Yu for business operation expenses purpose.

Off Balance Sheet Arrangements

We have no off -balance sheet arrangements

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

Item 11. General Information as to Registrant

Entity Name: US Export, Inc.

Exist Date: April 5, 2012

Entity Type: Domestic business corporation (C-corp)

Duration: perpetual

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Amendment: filed on February 23, 2015, 30,000,000 shares of common stock (NPV) authorized

Current Entity Status: Active

County: Erie

Jurisdiction: New York State

Promoters:

Start Time	Name	Position	Current Status
04-05-2012	Dr. Wenyi Yu	Chief Executive Officer	Keep the position and work for the Company
04-05-2012	Ms. Keren Zhao	Chief Financial Officer	Keep the position and work for the Company

Organization structure

The features of the company’s organization structure are:

The decision is made by the Board of Directors (BOD), their expertise covers economics and business administration, real estate broker, strategic planning and government management. BOD will introduce consultancy for special issues;

Risk control is a very important part of business administration. Chief Compliance Officer, financial manager, lawyer, auditor and CPA and Secretary of BOD assist the company to prevent potential risks and solve practical problems;

As for technical side, we have chief engineer for the maintenance of the building and campus. It is a key position for the renovation and normal operation of 160 building;

Marketing manager is also an key post, which keeps a strong relationship with the occupancy of the building and productivity of the campus;

We keep a precise and efficient team to promote productivity and cut costs in order to achieve stable growth and long term term development;

This organization is to keep the balance between satisfaction of shareholder’s interest and satisfaction of tenant’s interest;

7.The

smooth communication among staff keeps management information transparent and problem-solving efficient.

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Government Regulation

The Company will comply with regulations on commercial property leasing. New York State and City of Buffalo have strict requirements on planning, renovation, landscaping and commercial leasing. The City of Buffalo Office of Strategic Planning holds hearings and meetings on development plans and reviews layouts. The City of Buffalo Department of Permits and Inspection Services send inspectors to construction sites. Occupational Safety and Health Administration (OSHA) inspects the asbestos abatement and lead paint remediation. The City of Buffalo Fire Department checks the security of the building. The City of Buffalo Police Department patrols the Campus regularly. City officers, council members, senators, congressmen and government departments have paid much attention to development of the surrounding community and have sent invaluable advice and assistance. The local government and community have created an excellent development environment.

Other Regulations

Item 12. Policy with Respect to Certain Activities

To issue senior securities. Our investment focus is the renovation of 160 Campus. The cost for the maintenance and operation of 160 Campus is estimated to be less than $1,000,000. It is unnecessary to issue any senior securities.

To borrow money. The Company does not intend to engage in significant lending activities though we have no limitations on such activity.

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To make loans to other persons. The Company has not made any loan to third parties though we have no limitations on such activity.

To invest in the securities of other issuers for the purpose of exercising control. At present, the Company has no plan to control other stock.

To underwrite securities of other issuers. Operating the 160 Campus is our principal business. We have no intention to underwrite any other securities.

To engage in the purchase and sale(or turnover) of investments. To control investment risk and concentrate our resources on 160 Campus, we have no plan to be involved in the trade of any other investments or assets.

To offer securities in exchange for property. Using security to exchange property rights is a resource-saving behavior, but we will not introduce such plan until 160 Campus reaches its break-even point.

To repurchase or otherwise reacquire its shares or other securities. The Company is not going to repurchase its shares except the situation that existing investors lost patience to the moment when the stock is listed for public trading and those shareholders request and insist on to sale their stocks back to the Company. For such a case, the buy-back price is $1.00 per share and additional compensation in the form of common stock may be presented, and this policy is applicable only to those investors who invested in the Company’s before May 15, 2015.

To make financial statements to security holders. The Company will inform shareholders the way to find the financial statements that are audited by PCAOB and filed with SEC, which is exhibited on SEC website.

To trade the Company’s assets. Pursuant to the Company’s Bylaws, the Chairman shall be the only signatory for trading tangible and intangible assets of the Company as well as for financing and investment. However, the Chairman may designate another officer to assist him in asset transactions and financial activities.

Item 13. Investment Policies of Registrant

Investments in real estate or interests in real estate

The company has no plan to invest in other property until 160 Campus reaches its break-even point.

When our financial situation turns positive, as an industrial incubator developer and lessor, we will invest property with the following characteristics:

Floorage: ≧20,000 SF;

Located in high-density population area;

Building in good condition;

Reasonable price;

Environmental safe;

Value-added opportunity;

Multiple use potential;

Government support;

Community support.

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Investments in real estate mortgages

We have no plan or strategy to invest in real estate mortgages.

Investments in securities of or interests in persons primarily engaged in real estate activities

We have no plan or strategy to invest in securities of or interests in persons primarily engaged in real estate activities.

Investment in other securities

The company may invest in securities and options. This dynamic investment is for better understanding of financial market hence to promote the adaptation to macroscopic economy and security surroundings. The maximum loss in such investment is limited to $65,000. As an experimental activity, there are no specified requirements to the categories of stocks and options to be invested. At present, we have no plan to acquire a stock through a security market.

Item 14. Description of Real Estate

Depreciation of Property and Equipment

The components of property and equipment were as follows:

	December 31, 2015			December 31, 2014
Buildings($)		199,002	(1)		452,002
Accumulation depreciation($)		(10,310	)		(19,662	)
Property, plant and equipment - net($)		188,692			432,340

(1)$199,002 includes $165,000 of original price of 160 Kerns property (“The 160 Campus”) and $34,002 of improvements of the 160 Campus. The 160 campus has been renovated since November 18, 2013. Professional contractors were introduced for planning and design, fencing, alarm system and CCTV, electricity, plumbing, asbestos containing tiles and joints, exterior walls, windows, roof leakages, outdoor field, parking lot and landscaping.

For the years ended December 31, 2015 and 2014, depreciation of property, plant and equipment amounted to $9,709 and $11,319, respectively. But for 160 Kerns campus, its value is going up along with the renovation of the building and outside facilities. In addition, the cooking, baking and cooling machines in the kitchen are also in good condition, and the electrical powered minigolf course also works well. We didn't study the value of equipment in boiler room, power room, monitoring room, classroom, cafeteria, auditorium, gymnasium and chapel.

Our Core Asset - 160 Campus

Introduction to 160 Campus

160 Campus is the Company's core asset and the only existing property. The owner of the title is US Export, Inc. It was paid for in full by cash on November 18, 2013. It has no mortgage, no liens, and no any other issues against the Company’s right to the property. The telephone number of 160 Campus is (716) 200-1162.

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The current address of 160 Campus was formerly known as 185 Lang Avenue, Buffalo, New York 14215. The campus was founded in 1959 becoming Turner-Carroll High School. 185 Lang Avenue was the school's main entrance (the north entrance of the teaching building). 160 Kerns Avenue is the south entrance to back of the building-the parking lot. The school was closed and acquired by Bob Lanier Center for Educational, Physical & Cultural Development, Inc. Bob Lanier used the building for business training, basketball training, boxing training and mini-golf service. The property is on a R2 zoning area and surrounded by high-density residential. It is next to Catholic Charities of Buffalo NY, Kerns Bowling Center, Schiller Park, Schiller Park Community Center and Villa Maria College. The campus is located in the middle between the City Hall in Downtown Buffalo and Buffalo-Niagara International Airport, about 10 minutes drive to each end. The steel-framed classroom-cultural entertainment-sports building have some physical defects but in general are in good condition.

Renovation of 160 Campus

From May 1, 2014, the Company started to clean up the outdoor grounds and improved the landscaping of the Campus. A yellow coated steel fence, CCTV and alarm system were installed in August 2014. Roof repairs were made in the summer and fall of 2014. The asbestos abatement was done in the first half of 2015. Negotiations with local physicians began in August of 2015 with a business plan to set up a clinic for the community. There are diversified demands for the space: clinic, day care; performance, party, laser games, dance hall; basketball training and fitness; educational courses; community service; laser camera R&D; and medical laboratory

160 Campus in 2013-2015

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Time

Events

Government

Contractor

Cost($)

11/18/2013

US Export, Inc. purchased 185 Lang Avenue property

165,000.00

12/03/2013

Address change approved: 185 Lang Avenue has been changed to 160 Kerns Avenue

City of Buffalo

10.00

01/16/2014

Approved the Company's petition to convert the former high school as a trade school and dormitory with a restaurant, clinic, supermarket, fitness center and theater in the residential district.

The Zoning Board of Appeals, City of Buffalo

01/26/2014 - 04/30/2015

Environmental assessment for 160 building

UNYSE
Environmental
Consultants

8,717.00

01/30/2014

Architect for planning of 160 Kerns property

Tobias Westermann
Architect

4,200.00

03/24/2014

Architect for planning of 160 Kerns property

Tommaso Briatico
Architects

6,000.00

04/08/2014

Approved 160 Campus plan

City of Buffalo
Planning Board

1,000.00

04/22/2014

Fence, CCTV and alarm system installation

Life Safety Fire &
Security Solutions

47,674.00

05/23/2014

Property insurance

Essex Insurance

14,997.00

06/25/2014

Issued Building Permit for the repair
of the building.

City of Buffalo

07/15/2014

Planning of 160 Clinic

Tommaso Briatico
Architects

5,000.00

09/09/2014

Exterior wall repair, cleaning and painting

Franklins Interior
Exterior Concepts

20,000.00

09/17/2014

Informed the company to be eligible for incentives for energy efficiency.

New York State Energy Research and
Development Authority

12/01/2014

Registered “160” as trademark

US Patent and
Trademark Office

200.00

03/10/- 05/15/2015

Asbestos abatement

OHSA NYS

Burt’s Trucking Inc.

21,750.00

160 Campus as Industrial Incubator and Regional Economy Engine

From the beginning, the 160 Campus was planned to be an industrial incubator in Western New York to serve as a “regional economy engine” (REE). Dr. Wenyi Yu, Chairman of the Company is the designer of REE. An REE is an industrial incubator that serves as a space for all of the following:

•

communication between local university students and teachers

•

work space for community engineers, artists, professors, entrepreneurs

•

rentable studio, factory and service space

•

a location to host and organize cultural, technical and sporting events

•

exhibit space for local products, shows and services

•

office space for new business and individuals

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General Competetive Condition

There are no industrial incubator in a 3 mile radius of 160 Campus.

Although the Company is not aware of any direct competitors focused on creating Regional Economic Engines, we compete with many other entities engaged in commercial property lease, many of which have greater resources than we do. Specifically, there are numerous commercial buildings for lease in Buffalo and Western New York, which will compete with us for potential clients.

Item 15. Operating Data

House sold

There were three properties, one commercial (160 Campus) and two residential (25 Fordham and 70 Floss). We kept the commercial and sold the two residential.

The operating information of the two houses is listed as following:

	25 Fordham house			70 Floss house
Purpose	Original business office			Reception and temporary office
Date of purchase	08-06-2012			01-30-2014
Purchase cost	$	220,000.00		$	34,231.85
Date of sale		09-15-2015			07-23-2015
Sales price	$	262,890.00		$	35,000
Closing cost for sale	$	(28,629.06	)	$	5,143.21
EBIT	$	14,260.94		$	(4,375.06	)

Lease produced by 160 Campus

The property remains in a renovation status. No leases to date.

Annual real estate taxes of 160 Campus

160 Campus was previously a high school and non-profit education center. The County tax was zero at the end of 2014. The City tax were zero at the end of 2013. Since the transformation of the building to commercial property on January 16, 2014, the City of Buffalo began to collect tax from the property. The Department of Assessment and Taxation, City of Buffalo made a tentative value assessment for the property at the amount of $1,989,700 for 2013 and gave a final assessment at $165,000 which was the purchase price, a difference of $1,824,700 was exempted. The tax rates have been adjusting year by year.

For the year 2015, the tax rates for 160 Campus are as following:

Tax	Annual Rate($)
Erie County real property tax		1895.38
City of Buffalo real estate tax		4,727.95
City of Buffalo solid waste and recycling user fee		324.38

Lease expectation of 160 Campus

Based on the market environment and the function as an industrial incubator, the lease range for 160 Campus is expected to be $7.00-$15.00/SF/year. The floorage of 160 building is 83,553 SF, the annual lease is expected to be $584,871-$1,253,295 in full productivity (full occupancy). The indoor water vending and outdoor facilities (performance stage, sports fields, miniature golf service, parking) can also provide proceeds.

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Operating cost estimation of 160 Campus

The operating expenses are estimated as following when 160 Campus is in a full productivity year:

Item	Amount($)
Salary (office & overhead)		120,000
Payroll (taxes, etc.)		60,000
Outside services		500
Supplies (office & operation)		1,000
Repairs & Maintenance		30,000
Advertising		20,000
Car, Delivery & Travel		4,000
Accounting & Legal		3,000
Rent		0
Telephone		2,000
Utilities		65,000
Insurance		40,000
Taxes (real estate, sewage, sanitation)		10,000
Interest		24,000
Depreciation		20,000
Other expenses		5,000
Total expenses (year)		404,500

EBIT expectation of 160 Campus when the lease is $7.00/SF/year to $10.00/SF/year.

It is estimated in a full productivity year the earnings before tax has the range $180,370 (584,871-404,500) $848,795 (1,253,295-404,500).

The indoor vending and outdoor services can provide additional proceeds.

Item 16. Tax Treatment of Registrant and Its Security Holders

Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards Board of Financial Accounting Standard ASC 740, "Accounting for Income Taxes." Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There was no current or deferred income tax expense or benefits for the periods ending December 31, 2015 and 2014.

The Company is incorporated in United States, and is subject to corporate income tax rate of 34%.

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	December 31, 2015			December 31, 2014
Federal tax rate		34	%		34	%
State tax rate		7.1	%		7.1	%
Difference		0	%		0	%
Effective tax rate		34	%		34	%

As of December 31, 2015, the Company has net accumulated operating losses of approximately $1,220,376 that begin expiring in 2032. The potential benefit of the Company’s net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward.

Deferred Tax Assets and Liabilities

	December 31, 2015 ($)			December 31, 2014 ($)
Net operating loss carryforwards		414,928			284,772
Valuation allowance		(414,928	)		(284,772	)
Net deferred tax assets		—			—

Item 17. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Price

The price of $1.00 is a fixed price at which the selling shareholders may sell their shares until our shares of common stock are quoted on the OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any. Our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Securities authorized for issuance under equity compensation plans

None.

Holders

As of December 31, 2015 we had 43 record holders of our common stock, holding 30,000,000 shares of common stock.

Item 18. Description of Registrant’s Securities

Authorized Capital and Preferred Stock

Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.00 per share. As of December31, 2015, there were 30,000,000 shares of common stock outstanding.

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Common Stock

The following is a summary of the material rights and restrictions associated with our common stock.

Each share of Common Stock shall have one (1) vote per share for all purposes. Our Common Stock does not provide preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Holders of shares of Common Stock are not entitled cumulative voting for electing members of the Board. Please refer to the Company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of New York for a more complete description of the rights and liabilities of holders of the Company’s securities.

Preferred Stock

There are no shares of preferred stock authorized or outstanding.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

Pacific Stock Transfer Company, 6725 Via Austi Pkwy, Suite 300, Vegas, NV 89119; Phone: 702-361-3033, Fax: 702-4331979.

Item 19. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our Common Stock, any subsidiaries or our companies or subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 20. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of our voting stock beneficially owned, as of December 31, 2015 by (i) those persons known by the Company to be owners of more than 5% of US Export, Inc. common stock, (ii) each director, (iii) our Named Executive Officer, and (iv) all executive officers and directors as a group:

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Name	Position	Beneficially Owned Number of Shares		Percent of Class (%)
Dr. Wenyi Yu	Chief Executive Officer Chairman of the Board		24,653,500		82.18
Ms. Karen Zhao	Director, CFO		1,000,000		3.3
Mr. Antoine Thompson	Director		3,000		0.01
Total			25,656,500		85.49

The above Percent of Class is based on 30,000,000 shares outstanding, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

Item 21. Directors and Executive Officers

Directors, Secretary and Chief Compliance Officer

Our directors, executive officers and key employees are listed below. The number of directors are determined the Board of Directors. All directors hold office until the next annual meeting of the Board or until their successors have been duly elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board of Directors.

Name	Age		Principal Positions With Us
Wenyi Yu		52	Chairperson of BOD; Chief Executive Officer
Antoine Thompson		45	Director; Director of Strategic Department
Keren Zhao		48	Director, Chief Financial Officer
Josephine Zagarella-Behrens		35	Chief Compliance Officer
Scott Marchant		43	Corporate Secretary, General Counsel

Set forth below is a brief description of the background and business experience of our directors and executive officers for the past five years.

Wenyi Yu. Dr. Yu is the founder, Chairman of the Board and CEO of US Export, Inc. and the founder of Buffalo New Technology and Art Industrial Campus. He was a Surgeon, Master of Medicine (Ruiing Hospital, Shanghai, 19981991); Ph.D of Economics (Fudan University, Shanghai, 1991-1993); Lecturer of Management (Tsinghua University,Beijing, 1993-1998); Senior Economist (1999); General Manager (Xinghuo Investment LLC, Ministry of Geography and Minerals, PRC, 1998-1999); Senior Researcher (professor) and director of Culture Finance (Peking University, Beijing, 2004-present); visiting scholar (The University of Hong Kong, with Cambridge University, 1995); author of the creative book “The Study on Super Movie”, 2005, Hong Kong); visiting scholar (BS, SUNY, 2011-2013); member of Robotic Industries Association, USA (2013-2014); founder of the theory and subject Culture Finance in the World (2006). Dr. Yu is a Chinese National and United States Permanent Resident.

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Antoine Thompson. Mr. Thompson, a member of the Board of Directors of US Export, Inc. He was a Democratic New York State Senator who represented the state's 60th Senate district, which includes parts of Buffalo and Tonawanda, the City of Niagara Falls and the Town of Grand Island. Mr. Thompson previously served for six years as the Masten District councilman on the Buffalo Common Council. Mr. Thompson has been a lifelong Buffalonian and held political and politically related professional positions in Buffalo before his service in elective politics. Mr. Thompson was the Chairman of the Senate Environmental Conservation Committee. He was the former Ranking Minority Member of the Senate Cities Committee, which oversaw all legislation impacting the state's 62 incorporated cities and urban policy. Mr. Thompson served on the Finance; Commerce, Economic Development and Small Business; Tourism, Recreation and Sports Development and Veterans, Homeland Security and Military Affairs committees. During his time in office, Mr. Thompson worked to fight economic blight with economic revitalization plans, including a special focus on redevelopment of brownfield land. Antoine Thompson is a U.S. citizen.

Keren Zhao. Mrs. Karen Zhao is a director and CFO of US Export, Inc. Mrs. Zhao earned a Masters of Industrial Engineering from Tsinghua University, Beijing (1996), with a focus on small business administration. Mrs. Zhao formerly served as CEO of an OTC listed public company from 2012 through 2014. Mrs. Keren Zhao is a Chinese National and United States Permanent Resident.

Josephine Zagarella Behrens. Mrs. Behrens serves as the Chief Compliance Officer of U.S. Export, Inc. and is a lecturer in Leadership of Business Development at Buffalo State College. Ms. Behrens received her BS from the State University of New York. Josephine Zagarella Behrens is a U.S. citizen.

Scott D. Marchant, Esq. Mr. Marchant serves as the Secretary and General Counsel of US Export, Inc. Mr. Marchant has over twenty years of corporate and legal experience with a specialization in closely or privately held companies. Mr. Marchant’s legal practice is focused on real estate, business formation, international export compliance, contracts review and negotiation, employment and labor relations, and legal defense. Scott Marchant is a U.S. citizen.

Last Five Years Business Practice of CEO and CFO

Both Wenyi Yu and Keren Zhao helped DLD China purchased a shell company, EWRX Internet Systems, Inc. in August 2012 and helped its new owner, Mr. Fenglin Wang, change the name to DLD Group, Inc. They held the director and CEO positions of DLD Group, Inc. for the coordination of filing with SEC. Both Wenyi and Keren did not take wages from DLD Group, Inc. and they were not employees of DLD China. DLD Group, Inc. did not do any business in the U.S. Wenyi Yu has 3,000 common shares of DLD Group, Inc.

Regarding business practice for the past five years, the working experience is:

(1)Wenyi Yu: 2010-2011, founder, director and CEO of Zhongmingxin Investment Corp, China. The company was a developer of an industrial campus covering 7.5 square kilometers, located at Xuanhua, Hebei Province, 2 hours drive to downtown Beijing. He resigned from the position and transferred the company to Milin Cai in November, 2011 when his family moved to the USA;

2009-2011, founder, director and CEO of Yujiacun Culture Creative Industries Campus Corp, China. This campus covers 2 square kilometers, located at Jiangxi Province, southeast China. It is a historic heritage village with 40 old houses from Ming and Qing Dynasties. He resigned from the position in 2011 due to Dr. Yu’s family moved to the USA.

2012-2014, Director of EWRX Internet Systems, Inc. and DLD Group, Inc. He resigned from the position from May 6, 2014 when DLD Group, Inc. developed a team for filing with SEC.

On April 5, 2012, Wenyi Yu founded US Export, Inc., he has been the director and CEO to date.

Academically, Wenyi Yu has been senior researcher of Institute for Culture Industries, Peking University, Beijing, China since 2004, which is not a business organization.

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(2)Keren Zhao: 2009-2011, Chair of BOD, Beijing Hehetianyi Culture Investment Company, Ltd. She resigned from the position upon immigration to the USA.

2012-2014. CEO and Director of DLD Group, Inc. She resigned from DLD Group, Inc. on December 30, 2014 when the company had developed a team for filing with SEC.

From April 5, 2012 to date, Keren Zhao holds the CFO position of US Export, Inc.

Wenyi Yu is a Ph.D. of Economics and Keren Zhao is a MBA graduate of Tsinghua University. Both have rich experience in planning and developing industrial campuses. They have lived and worked in Buffalo for more than four years and got the help of local government and neighbors. They will continue to study advanced management skills and incorporate more resources to help 160 Campus and the Company.

Family Relationships

Director Karen Zhao is the wife of the Company’s CEO and Chairman, Dr. Wenyi Yu.

Dr. Wenyi Yu has also family relationships with following shareholders: Yuanben Yu, Liangxia Wang, Xinhua Yu, , Shuhua Yu, Shenghe Zhang, Zizhao Yu, Pulin Yu.

Director Keren Zhao has family relationships with the following shareholder: Chen lian Zhao, Baozhu He, Kegang Zhao and Yanan Zhao.

Dr. Wenyi Yu and his family have no any other relative relationship or economic relation with the other selling shareholders except this investment.

Antoine Thompson, Josephine Zagarella--Behrens and Scott Marchant have no any other relative relationship or economic relation with the other selling shareholders except this investment.

There are no family relationships among other shareholders.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of directors or officers, during the past ten years:

•

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

•

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

•

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

•

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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•

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any selfregulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Term of Office

Our Chairman, Dr. Wenyi Yu will hold office for his lifetime except his earlier resignation. Dr. Wenyi Yu serves as Chief Executive Office from April 8, 2012 to April 8, 2017.

Mr. Antoine Thompson serves as Director from March 10, 2015 to December 31, 2015.

Mrs. Keren Zhao serves as Director and Chief Executive Officer from April 8, 2012 to April 8, 2017.

Mrs. Josephine Zagarella-Behrens serves as Chief Compliance Officer from March 18, 2015 to March 18, 2016.

Mr. Scott Marchant serves as Secretary of Board of Directors from May 1, 2015 to April 30, 2016.

Board Committees

Our Board of Directors has no separate committees. The Board of Directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our Board of Directors.

Board Assessment of Risk

Our risk management function is overseen by the Board of Directors. Management keeps the Board of Directors apprised of material risks and provides our directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect the Company, and how management addresses those risks. Dr. Yu, as Chief Executive Officer works closely together with the Board of Directors once material risks are identified and on how to best address such risk. Dr. Yu makes case study on management when risks appear and prefers a quick response to solve problem. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment.

Item 22. Executive Compensation

Summary Compensation Table

The following table sets forth the annual compensation of our Chief Executive Officer, Chief Financial Officer and each of our other officers for the years ended December 31, 2015 and 2014.

Name and Principal Position(1)	Year		Salary($)		Other Compensation($)		Total
Dr. Wenyi Yu		2015		120,000		—		120,000
Chief Executive Officer		2014		120,000		—		120,000
Keren Zhao		2015		48,000		—		48,000
Chief Financial Officer		2014		48,000		—		48,000

Salary and bonus as of December 31, 2015

For the twelve months ended December 31, 2015 and 2014, the salary of business officers was stable. To promote the administration and set a foundation in the real estate market, the Company hired two part time officers (Mr. Antoine Thompson and Mrs. Josephine Zagallera-Behrens). Each received common shares of the Company denoted below as bonus. No other compensation was paid to these officers.The following table represents salary paid during the years ended December 31, 2015 and 2014, respectively.

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Name and Principal Position	December 31, 2015 ($)		December 31, 2014 ($)
Dr. Wenyi Yu Chief Executive Officer		50,000		90,000
Keren Zhao Chief Financial Officer		24,000		36,000
Antoine Thompson Director		5,024		Not employed
Josephine Zagallera-Behrens Chief Compliance Officer		425		Not employed

(1)See “Transactions with Related Persons, Promoters and Certain Control Persons” for information regarding earned but unpaid salaries forgiven by Dr. Yu and Mrs. Zhao.

Outstanding Equity Awards at Fiscal Year-End Table

None.

Compensation of Directors

Our directors do not receive stock bonus for services rendered, and are not accruing any stock bonus or other compensation pursuant to any agreement with us.

Item 23. Certain Relationships and Related Transactions and Director Independence

Directors and the Company

Since inception, US Export, Inc. has conducted transactions with directors and director related entities. These transactions included the following:

During the years ended December 31, 2015 and 2014, the Company received contribution from Officers and Directors of the Company to fund for the Company’s operations. The amount funded were $169,013 and $308,784, during 2015 and 2014, respectively. The contributions were recorded under additional paid in capital and summarized as below.

	December 31, 2015 ($)		December 31, 2014 ($)
Cash contributed by Mr. Wenyi Yu		117,695		56,106
Cash contributed by Ms. Keren Zhao		—		98,000
Unpaid salary forgiven by Mr. Wenyi Yu		20,000		8,564
Unpaid salary forgiven by Ms. Keren Zhao		8,000		12,000
Expenses paid out of pocket by Mr. Wenyi Yu		23,318		134,114
Total		169,013		308,784

For the years ended December 31, 2015 and 2014, the Company received cash contribution of $117,695 and $56,106 from Mr. Wenyi Yu, respectively. For the years ended December 31, 2015 and 2014, the Company received cash contribution of $0 and $98,000 from Ms. Keren Zhao, respectively.

During the years ended December 31, 2015 and 2014, the Company received cash from accredited investors amounting to $20,000 and $339,950 for the purchase of Company’s shares at $1.00 per share. The money received was recorded as shares to be issued at December 31, 2014.

Buffalo New Technology and Art Industries Campus, Inc. (BNTA) possesses 1,001,000 shares of common stock of the Company. Dr. Wenyi Yu is the only owner of BNTA. BNTA is going to sell all the shares to the Company at a total price $1.00 on March 1, 2016.

Related Party and Renovation of 160 Campus

No such transaction happened while the property was repaired.

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Item 24. Selection, Management and Custody of Registrant’s Investments

Existing experience

Here is a brief description of the company’s investment experience in property for the past five years.

	25 Fordham House	160 Kerns Property	70 Floss House
Purchase the property	Yes	Yes	Yes
Paid full in cash	No	Yes	Yes
Mortgage	Yes (seller’s mortgage at the amount $200,000)	No	No
Who bought the property for the company?	Wenyi Yu, CEO	Wenyi Yu, CEO	Wenyi Yu, CEO
When bought the property	08-06-2012	11-18-2013	01-30-2014
Property repaired	No	Yes	No
Who was responsible of the maintenance?	Wenyi Yu, CEO	Wenyi Yu, CEO	Wenyi Yu, CEO
When the property repaired?	No	11-18-2013 to date	No
Property rented	No	No	No
Property sold	Yes (and mortgage paid off)	No	Yes
Who was responsible of the closing?	Wenyi Yu, CEO Antoine M. Thomspon (1)	No	Wenyi Yu, CEO Antoine M Thompson
When the sale closed?	09-15-2015	No	07-23-2015
Compensation received for the service	Wenyi Yu: No commission Antoine: commission (2)	No commission	Wenyi Yu: No commission Antoine: commission

(1)

Antoine M Thompson is a licensed real estate broker of Realty USA. He is also a part time director of the Company.

(2)

As for the sale of 25 Fordham house, Antoine M. Thompson worked with Ms. Susan Lenahan, associate broker of MJ Peterson Real Estate to complete the deal.

Management of real estate investment in the future

The Company’s Board of Directors will make decision for future investment in real estate. Dr. Wenyi Yu will be the final decision maker for the investment.

But prior to the time point when 160 Campus achieves positive operative results, the Company may not input any more funds in the purchase of properties and related commodities.

Item 25. Policies with Respect to Certain Transactions

As a general rule, any related party transactions must be approved by a majority of the directors not otherwise interested in the transaction. In determining whether to approve or authorize a particular related party transaction, these persons will consider whether the transaction between us and the related party is fair and reasonable to us and has terms and conditions no less favorable to us than those available from unaffiliated third parties.

Our Director Antoine M. Thompson represented his company Realty USA as a broker to assist the Company in selling 25 Fordham and 70 Floss. The commission for the broker service for 25 Fordham was 7% ($16,551.30), for 70 Floss was $3,549. As for the sale of 25 Fordham, Antoine M. Thompson worked with Ms. Susan Lenahan, associate broker of MJ Peterson Real Estate to complete the deal.

In the future, we will minimize the trade relation between the company and its directors, officers and security holders. The disposal of Company’s assets will be done by professional independent third parties.

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Item 26. Limitations of Liability

First of all, the directors, managers and all other employees of the company should keep efforts to protect the Company and shareholder’s interests.

To the extent permitted by applicable law, in general, the officers and employees will not indemnify unwillful damages to the Company no matter whether the loss is to tangible or intangible assets. Employees following regular operating procedures will not be liable for losses in the Company’s production and service schedule. But for those with fraud, intentional harm or gross negligence, indemnification must be made for the willful misconduct and reckless or illegal behaviors. The Company and its administrators will not be responsible for losses to investors by the fluctuation of stock price. The Company has no ability to control stock price change. All investors are responsible for their own investment results.

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Item 27. Financial Statement and Information

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

US Export, Inc.

We have audited the accompanying balance sheets of US Export, Inc. as of December 31, 2015 and 2014 and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of US Export, Inc. as of December 31, 2015 and 2014, and the result of its operations and its cash flows for the years ended December 31, 2015 and 2014 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had no revenues and earnings since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3, which includes achieving profitable operations and raising additional funds through financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ TAAD, LLP

Walnut, CA

March 23, 2016

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US Export Inc.

Balance Sheets

	December 31,			December 31,
	2015			2014
ASSETS
Current Assets
Cash and cash equivalents	$	14,029		$	18,218
Related party receivable		5,000			0
Investment		21,853			0
Total Current Assets		40,882			18,218

Property, plant and equipment, net		188,692			432,340
TOTAL ASSETS	$	229,574		$	450,558

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	17,296		$	6,930
Accrued salary to related party		73,838			0
Loan payable		20			45,291
Total Current Liabilities		91,154			52,221

Non-current liabilities
Long-term loans		0			70,850
Total Long-term Liabilities		0			70,850

TOTAL LIABILITIES		91,154			123,071

Stockholders’ Equity
Common Stock, no par value, 30,000,000 shares authorized and issued and outstanding as of December 31, 2015; $0.01 par value, 100 shares authorized, and 0 shares issued and outstanding as of December 31, 2014		0			0
Additional paid in capital		1,362,065			565,102
Shares to be issued		0			599,950
Accumulated other comprehensive loss		(3,269	)		0
Accumulated deficit		(1,220,376	)		(837,565	)
Total Stockholders’ Equity		138,420			327,487

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	229,574		$	450,558

The accompanying notes are an integral part of the financial statements.

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US Export Inc.

Statement of Operations

	Years Ended
	December 31,
	2015			2014
COSTS AND EXPENSES

Payroll expenses	$	198,082		$	168,000
General & administrative		244,823			424,151
Total operating expenses		442,905			592,151

LOSS FROM OPERATIONS		(442,905	)		(592,151	)

OTHER INCOME (EXPENSES)

Gain from sale of property		63,952			—
Other income (expenses)		(3,858	)		(7,059	)
Other Income (Expenses)		60,094			(7,059	)

NET LOSS	$	(382,811	)	$	(599,210	)
Other comprehensive loss, before tax
Accumulated other comprehensive income		(3,269	)		—
Other comprehensive loss, net of tac		(386,080	)		(599,210	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0	)	$	(0	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC AND DILUTED	$	18,904,110		$	0

The accompanying notes are an integral part of the financial statements.

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US Export Inc.

STATEMENTS OF CASH FLOWS

	Years Ended
	December 31,
		2015			2014
OPERATING ACTIVITIES
Net loss	$	(382,811	)	$	(599,210	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses		9,709			11,319
Shares issued for compensation		8,000			—
(Gain) of property, plant, and equipment disposal		(63,952	)		—
Loss from disposal of investment		4,878			—
Related party receivable		(5,000	)		—
Accounts payable		10,367			6,567
Accrued salary to related party		73,838			—
NET CASH (USED IN) OPERATING ACTIVITIES		(344,971	)		(581,324	)

INVESTING ACTIVITIES
Investment		(30,000	)		0
Proceeds from disposal of property, plant, and equipment		297,890			0
Acquisition of property, plant, and equipment		—			(67,002	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		267,890			(67,002	)

FINANCING ACTIVITIES
Payments of loan payable		(116,121	)		(38,435	)
Shares issued for cash		20,000			339,950
Proceeds from contribution from related parties		169,013			308,784
NET CASH PROVIDED BY FINANCING ACTIVITIES		72,892			610,299

NET CHANGE IN CASH		(4,189	)		(38,027	)
CASH AT BEGINNING OF PERIOD		18,218			56,245

CASH AT END OF PERIOD	$	14,029		$	18,218

The accompanying notes are an integral part of the consolidated financial statements.

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US Export Inc.

Statement of Stockholders' Equity

For the period from December 31, 2013 to December 31, 2015

													Accumulated
							Shares						Other			Total
	Common Stock				Paid-in		to be			Deficit			Comprehensive			Stockholders'
	Shares		Amount		Capital		issued			Accumulated			Loss			Equity
Balance, December 31, 2013		—	$	—	$	256,318	$	260,000		$	(238,355	)	$	—		$	277,963

Shareholder contribution		—		—		308,784		—			—			—			308,784
Shares to be issued								339,950						—			339,950
Net loss		—		—		—		—			(599,210	)		—			(599,210	)

Balance December 31, 2014		—		—		565,102		599,950			(837,565	)		—			327,487

Shareholder contribution		—		—		169,013		—			—			—			169,013
Shares issued to funders		29,372,000		—		—		—			—			—			—
Shares issued to employees		8,000		—		8,000		—			—			—			8,000
Shares issued for cash		620,000		—		599,950		(619,950	)		—			—			20,00
Net loss		—		—		—		—			(382,811	)		—			(382,811	)
Unrealized Loss				—		—		—			—			(3,269	)		(3,269	)
Balance December 31, 2015		30,000,000	$	—	$	1,362,065	$	—		$	(1,220,376	)	$	(3,269	)	$	138,420

The accompanying notes are an integral part of the financial statements.

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US Export, Inc.

Notes To Financial Statements

Note 1. Basis of Presentation and Nature of Business

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. US Export, Inc. (“US Export” or the “Company” or “we” or “us”) was incorporated in the state of New York on April 5, 2012 for the purpose of developing industrial incubator and conducting international trade business. The Company is authorized to issue 100 shares of common stock with a par value of $0.01. On February 23, 2015, the Company’s authorized common stock increased from 100 to 30,000,000 shares without par value.

Note 2. Summary of Significant Accounting Polices

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Earnings (Loss) Per Share.

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2015 and 2014, there were no potentially dilutive securities outstanding.

Cash

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2015 and December 31, 2014, there were no cash equivalents.

Investment

Short-term investments are readily marketable securities (stocks and bonds) that are intended to be sold within the time period of current assets.

Investment amounted to $21,853 and $0 as of December 31, 2015 and December 31, 2014, respectively. The Company had realized loss of $4,878 and unrealized loss of $3,269 during the year ended December 31, 2015. The realized loss was recorded as other expense. Unrealized loss has been recorded as accumulated other comprehensive expenses.

Property, Plant and equipment

Property, plant and equipment is stated at the historical cost, less accumulated depreciation. Depreciation on property, plant and equipment is provided using the straight-line method over the estimated useful lives of the assets for both financial and income tax reporting purposes as follows:

Buildings

39 years

Expenditures for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset.

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Upon sale or disposal of an asset, the historical cost and related accumulated depreciation or amortization of such asset were removed from their respective accounts and any gain or loss is recorded in the statements of income.

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property, plant, and equipment was recorded in operating expenses during the years ended December 31, 2015 and 2014.

Notes Payable

The Company records the face amounts of issued promissory notes as notes payable. The amount due within one year of the balance sheet will be booked as short term liabilities and the amount due after one year of the balance date will be booked as long term liabilities.

Income Taxes

Fair Value Measurements

The fair value accounting guidance defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The definition is based on an exit price rather than an entry price, regardless of whether the entity plans to hold or sell the asset. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows:

•

Level 1: Observable inputs such as quoted prices in active markets;

•

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying value of the Company’s financial instruments at December 31, 2015 and 2014, is considered to approximate fair market value. The carrying value of accounts receivable, trade payables and accrued liabilities approximates the fair value due to their short-term maturities.

	Total		Level 1		Level 2		Level 3
ASSETS:
Investment	$	21,853		21,853		-		-

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Recently Issued Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will effective prospectively for annual reporting periods begin after December 15, 2014, and interim periods within those annual periods. However, early adoption is permitted. The Company adopted ASU 2014-10 during the year ended December 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that thefinancial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

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Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

Note 3. Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of December 31, 2015, the Company has not generated revenues and has accumulated losses of $1,220,376. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Note 4. Property, Plant and Equipment

On August 6, 2012, the Company acquired a building located at 25 Ford ham Drive Buffalo, New York 14216 for $220,000. On August 6, 2012, the Company entered into a note agreement (note 5) with the seller of the property for the acquisition. The principle amount of the loan was $200,000, the loan bears a 5.0% interest rate and is matured in five years. On September 15, 2015, the Company sold this building for $262,890, gain in sale of this property was $60,753.

On November 18, 2013, the Company acquired a property located at 160 Kerns Avenue Buffalo, New

York 14211 by cash for $165,000. On January 30, 2014, the Company acquired a property located at 70 Floss Avenue Buffalo, New York 14211 by cash for $33,000.On July 23, 2015, the Company sold its property located at 70 Floss Avenue Buffalo, for $35,000, gain in sale of this property was $3,199.

The components of property and equipment were as follows:

	December 31, 2015 ($)		December 31, 2014 ($)
Buildings		199,002		452,002
Accumulation depreciation		(10,310)		(19,662)
Property, plant and equipment - net		188,692		432,340

For the years ended December 31, 2015 and 2014, depreciation of property, plant and equipment amounted $9,709 and $11,319, respectively.

Note 5. Note Payable

On August 6, 2012, the Company acquired a property located at 25 Ford ham Drive Buffalo, New York for $220,000. On August 6, 2012, the Company entered into a note agreement with the seller of the property for the acquisition. The principle amount of the note was $200,000, the note bears a 5.0% interest rate and is matured in five years. As of December 31, 2015 and December 31, 2014, the amount of note payable was $0 and $116,141, respectively. On September 15, 2015, the Company had paid off this note.

Interest expense of $3,663 and $6,856 was included in finance cost in the statements of operations for the years ended December 31, 2015 and 2014, respectively.

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Note 6. Stockholder's Equity

The Company had 100 authorized shares and 0 outstanding shares as of December 31, 2014 and 30,000,000 authorized shares and 30,000,000 outstanding shares as of December 31, 2015. As approved by the state of New York, on February 23, 2015, the Company’s authorized common stock increased from 100 to 30,000,000 shares without par value.

On May 15 2015, the Company issued 620,000 shares of common stock at $1.00 per share.

On May 15 2015, the Company issued an aggregate of 25,653,500 shares of common stock to its Chief Executive Officer and Director as funder shares.

On May 15, 2015, the Company issued an aggregate of 3,718,500 shares of common stock to unrelated parties as funder shares.

On May 15, 2015, the Company issued an aggregate of 8,000 shares of common stock to its employees as employee shares. The share was valued at $1 per share.

Note 7. Related Parties

Name of related parties		Relationship with the Company
Mr. Wenyi Yu		Chief Executive Officer, and Chairman of the Board of the Company
Ms. Keren Zhao		Stockholder, Director of the Board of the Company
Scott Marchant		Secretary of board of directors

The Company received contribution from officer and Directors to fund for the Company’s operations. During the years ended December 31, 2015 and 2014, the amount funded were $169,013 and $308,785, respectively. The contributions were recorded under additional paid in capital and summarized as below.

	December 31, 2015 ($)		December 31, 2014 ($)
Cash contributed by Mr. Wenyi Yu		117,695		56,106
Cash contributed by Ms. Keren Zhao		—		98,000
Unpaid salary forgiven by Mr. Wenyi Yu		20,000		8,564
Unpaid salary forgiven by Ms. Keren Zhao		8,000		12,000
Expenses paid out of pocket by Mr. Wenyi Yu		23,318		134,115
Total		169,013		308,785

For the years ended December 31, 2015 and 2014, the Company received cash contribution $117,695 and $56,106 from Mr. Wenyi Yu, respectively.

Related party receivable amounted to $5,000 and $0 as of December 31, 2015 and 2014, respectively. The related party receivable is advances to Wenyi Yu for business operation expenses purpose.

Note 8. Subsequent Event

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 23, 2016, the date the financial statements were issued.

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Item 28. Interests of named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements as of December 31, 2015 and 2014 and each of the years then ended included in this prospectus and the registration statement have been audited by TAAD, LLP to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the Common Stock hereby will be passed upon for us by Law Offices of Scott D. Marchant, Esq., 5373 Transit Road, Williamsville, New York 14221.

Item 28A. Material Changes

The company’s equity is not controlled by a single person.

During the preceding thirty six calendar months and any subsequent period of days, there has not been any material default in the payment of principal, interest or any other material default not cured within thirty days.

The company’s information has no material changes

Item 29. Incorporation of Certain Information by Reference

Where You Can Find Additional Information?

We have filed with the SEC a registration statement on Form S-11 under the Securities Act with respect to the shares of our common stock offered by this prospectus. For purposes of this section, the term registration statement means the original registration statement and any and all amendments including the schedules and exhibits to the original registration statement or any amendment. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto as permitted by the rules and regulations of the SEC.

For further information about us and our common stock, you should refer to the registration statement, including the exhibits. This prospectus summarizes provisions that we consider materials of certain contracts and other documents to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F. Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1-202-551-8909. Copies of such materials are also available by mail from the Public Reference Branch of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a website at (http://www.sec.gov) from which interested persons can electronically access the registration statement, including the exhibits and schedules to the registration statement.

AS A RESULT OF THIS OFFERING, WE WILL BECOME SUBJECT TO THE INFORMATION AND REPORTING REQUIREMENTS OF THE EXCHANGE ACT, AND WILL FILE ANNUAL, QUARTERLY AND OTHER PERIODIC REPORTS AND PROXY STATEMENTS AND WILL MAKE AVAILABLE TO US EXPORT, INC.’S SHAREHOLDERS QUARTERLY REPORTS FOR THE FIRST THREE QUARTERS OF EACH FISCAL YEAR CONTAINING INTERM FINANCIAL INFORMATION.

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29A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Our directors and officers are indemnified as provided by the New York corporate law and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 30. Quantitative and Qualitative Disclosure About Market Risk

Market for common stock

market, an active trading market for our Common Stock may not develop in the future.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Other Expenses of Issuance and Distribution

The Company paid $27,706 for the preparation of S-1 for the year as of December 31, 2015.

Securities and Exchange Commission Registration Fee($)			625
Transfer Agent Fees($)			614
Accounting fees and expenses($)			3,000
Auditing fees and expenses($)			4,467
Legal fees and expenses($)			19,000
Blue Sky fees and expenses($)			0
Total($)			27,706

Sales to Special Parties

In the past year, the company delivered 8,000 shares of common stock as bonus to its administrators.

Name

Position

Way of Issue

Funds received

Antoine Maurice Thompson

Director

3,000

Bonus

None

Pharaoh Paige

Chief Engineer

1,500

Bonus

None

Josephine Zagarella-Behrens

Chief Compliance Officer

3,000

Bonus

None

Scott D Marchant

Secretary of BOD

500

Bonus

None

Sum

8,000

There is no plan to sell stocks to special parties during October 1, 2015 to June 30, 2016.

Recent Sales of Unregistered Securities

On May 15 2015, the Company issued 620,000 shares of common stock at $1.00 per share.

On May 15 2015, the Company issued an aggregate of 25,653,500 shares of common stock to its Chief Executive Officer and Director as founder shares.

On May 15, 201, the Company issued an aggregate of 3,718,500 shares of common stock to unrelated parties as founder shares.

On May 15 2015, the Company issued an aggregate of 8,000 shares of common stock to its employees as employee shares.

Indemnification of Directors and Officers

Our directors and officers are indemnified as provided by the New York corporate law and our Bylaws. We have agreed to

indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Treatment of Proceeds from Stock Being Registered

We will not receive any proceeds from the sale of Common Stock by the selling shareholders. All of the net proceeds from the sale of our Common Stock will go to the selling shareholders as described in the sections entitled “Selling Security Holders” and “Plan of Distribution” .

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Financial Statements Filed

The following financial statements have been filed as part of the registration statement including those in the prospectus:

Time	Description	Type	Auditing status
December 31, 2015 and 2014	Balance sheet	Annually	audited
December 31, 2015 and 2014	Statement of operation	Annually	audited
December 31, 2015 and 2014	Statement of cash flow	Annually	audited
December 31, 2015 and 2014	Statement of stockholder’s equity	Annually	audited

Exhibits

Exhibit Number		Description
	3.1	Articles of Incorporation
	3.2	By-Laws
	5.1	Opinion of Law Offices of Scott D. Marchant, Esq.
	23.1	Consent by TAAD LLP Accounting/Auditing Firm
	23.2	Consent of Counsel (to be filed as Exhibit 5.1)

Undertakings

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

ii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Buffalo, State of New York, December 31, 2015.

Date:

	US EXPORT, INC.

		By /s/ Wenyi Yu,
		Chief Executive Officer (Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 22, 2016.

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