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10-Q/A true 2023-12-31 false 333-227194 United Express Inc. NV 82-1965608 4345 W. Post Rd Las Vegas NV 89118 949 350-0123 Yes Yes Non-accelerated Filer true true false false 29372951 This Amendment No 1. to the Quarterly Report on Form 10-Q of United Express Inc. (the “Company”) for the quarter ended December 31, 2023 (this “Amendment”) is being filed to amend the original Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, filed by the Company with the Commission on November 3, 2023 (the “Original Report”). The material amendments are as follows:Balance Sheet ●Total Assets increased from $13,125,947 to the restated amount of $14,185,056 with the following amendments: ○Reclassification of the acquisition of intangibles of $13,098,890 which was previously disclosed as an Investment in Subsidiary; and ○Acquisition of production and stage equipment of $1,058,209 from the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. ●Total Liabilities increased from $1 to the restated amount of $1,073,875 due to the accounts payable assumed as part of the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. ●Accumulated Deficit increased from $2,062,865 to $2,077,630 ●Based on the above, the TOTAL ASSETS and TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY were changed from $13,125,947 to $14,185,056 Statement of Operations ●Net loss increased from $1,988,662 to the restated net loss of $2,003,427 due to the inclusion of operational expenses from the acquisition of Jebour Two Ltd as disclosed in Note 1 in this report. Statement of Stockholder’s Equity ●Accumulated Deficit increased from $2,062,865 to $2,077,630 Statement of Cash Flows ●Cash as at December 31, 2023 increased from $27,947 to the restated amount of $27,957 due to the inclusion of $10 cash held by Jebour Two Ltd. In addition, there were changes to movements in accounts payable due to the inclusion of operational expenses from the acquisition of Jebour Two Ltd. ●We added the following Supplemental Cash Disclosures: ○Number of shares issued to acquire Intangibles and Equipment was 12,380,951 Except for the foregoing (and updates to the exhibit table where necessary in connection therewith), this Amendment does not update or modify any of the information contained in the Original Report except as indicated. Other than as specifically set forth herein, this Amendment continues to speak as of the date of the Original Report and we have not updated or amended the disclosures contained therein to reflect events that have occurred since the date of the Original Filing. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time of the Original Report. Accordingly, this Amendment should be read in conjunction with our filings made with the Commission after the date of the Original Report.

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12380951

NOTE 1 — Description of Business We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017. United Express operates as a general company of transportation and logistics - to deliver merchandises and other items for companies and individuals across the United States. As such, it is difficult to determine the average customer of the Company as the business has the freedom and the ability to effectively arrange for the transportation of any type of merchandise. The Company receives orders for service from companies seeking to move merchandise, as well as, people relocating to different areas. A primary concern for the Company is its ability to quickly respond to customer requests, provide affordable prices for the services, from pick up to drop off. Fluctuations in oil prices have caused the freight and logistic industries costs to increase during last six months. In the event of a significant increase in the price of fuel, we will also reasonably increase prices (at a standardized rate of markup) to ensure the profitability of the business. We also provide dispatch services. This involves the Company doing search for transportation providers and connect them to cargo owners based upon delivery requirements, transportation routes, type of shipment, equipment requirements, cargo size, delivery time and price. On September 21, 2023, the Company entered into an agreement with Jebour Two Limited and the shareholders of Jebour Two (collectively Jebour) to issue 12,380,951 shares. The shares issued were to three non “U.S. persons” in an “offshore transaction (as those terms are defined in Regulation S of the Securities Act of 1933). Relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. Jebour Two was a holding company, whose wholly owned subsidiary is Fighting Leagues LV (“Fighting Leagues”). Fighting Leagues owns assets that allows the company to promote combat sports events and selling related media rights internationally. The transaction includes the Nevada State Athletic Commission Professional Promoter license. The Professional Promoter license is unique, as it allows the Company the only license in the state of Nevada to produce live Kickboxing, Boxing, and MMA shows. Additionally, the transaction included Producers Lifetime rights for the 40 shows previously held by Fighting Leagues. These rights are the lifetime, encompassing broadcast TV and production rights, and for worldwide applicability. Furthermore, the acquisition of Fighting Leagues also included Production and Stage Equipment. These assets allow the Company to have the necessary equipment for producing shows at any given time.

12380951

NOTE 2 — Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of December 31, 2023 (Unaudited) and December 31, 2022 (Unaudited) pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC”). The Company has adopted June 30 fiscal year end. The Company determined that a restatement of the December 31, 2023, financial statements was required. See Note 3, Restatement for additional information. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Intangible Assets Intangible assets include the Professional Promoter license and Producers Lifetime rights. The Company’s Professional Promoter license is expected to generate cash flows indefinitely. Consequently, this asset is classified as an indefinite-lived intangible asset and accordingly is not amortized but reviewed for impairment annually, or sooner under certain circumstances. The Company estimates the fair value of its indefinite-lived intangible asset using an income approach, specifically, based on discounted cash flows. The carrying amount of this asset at the date of acquisition is $<span id="xdx_909_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_c20230921__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProfessionalPromoterLicenseMember_zqi665HnypLk" title="Carrying amount of indefinite lived intangible assets">12,598,000. Intangible assets, such as Producers Lifetime rights which are expected to generate cash flows over a finite life are amortized using the straight-line method over the estimated economic life of the asset, which is <span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20230921__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProducersLifetimeRightsMember_zH6UqGaUCZm1" title="Estimated economic life of the asset">3 years. Intangible assets with finite lives are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The carrying amount of this asset at the date of acquisition is $<span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_c20230921__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProducersLifetimeRightsMember_zwEmSlH1fiLc" title="Carrying amount of finite lived intangible assets">500,000. The Producers Lifetime rights were not placed into service during the quarter ended December 31, 2023. Production and Stage Equipment Production and stage equipment are stated at cost less accumulated depreciation. Production and stage equipment is depreciated over the straight-line method using useful lives ranging from 5 to 10 years. UNITED EXPRESS, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022 Fair Value of Financial Instruments ASC 825, ‘Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value. Basic and Diluted Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal. Revenue Recognition We base our judgment on guidance ASC 606. The Company considered recognizes its revenue on the accrual basis, which considers revenue to be earned when the services have been performed. We considered gross revenue as a principal. Our revenue includes payments from the costumers for the logistic business. We Estimating Gross Revenue as a Principal. We evaluate the nature of our promises under the contracts and use judgment to determine whether the contracts include services, which we would need to evaluate for a material right or a performance obligation with quantity of services to be delivered. ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) amends revenue recognition guidance within ASC 606 for these types of transactions. To determine the nature of its promise to the customer, the entity should: 1. Identify the specified goods or services to be provided to the customer, and 2. Assess whether it controls each specified good or service before that good or service is transferred to the customer. We are primarily responsible for fulfilling the promise to provide the specified service. We have the inventory risk before the specified service has been transferred to a customer, or after transfer of control to the customer (for example, if the customer has a right for cancel or return). Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures, but in the same time we don’t expect to have a significant impact on the Company’s results of operations, financial position or cash flow. UNITED EXPRESS, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022

Basis of Presentation The Company uses the accrual basis of accounting and accounting principles. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of December 31, 2023 (Unaudited) and December 31, 2022 (Unaudited) pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC”). The Company has adopted June 30 fiscal year end. The Company determined that a restatement of the December 31, 2023, financial statements was required. See Note 3, Restatement for additional information.

Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Cash and Cash Equivalents The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Intangible Assets Intangible assets include the Professional Promoter license and Producers Lifetime rights. The Company’s Professional Promoter license is expected to generate cash flows indefinitely. Consequently, this asset is classified as an indefinite-lived intangible asset and accordingly is not amortized but reviewed for impairment annually, or sooner under certain circumstances. The Company estimates the fair value of its indefinite-lived intangible asset using an income approach, specifically, based on discounted cash flows. The carrying amount of this asset at the date of acquisition is $<span id="xdx_909_eus-gaap--IndefiniteLivedIntangibleAssetsExcludingGoodwill_iI_c20230921__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProfessionalPromoterLicenseMember_zqi665HnypLk" title="Carrying amount of indefinite lived intangible assets">12,598,000. Intangible assets, such as Producers Lifetime rights which are expected to generate cash flows over a finite life are amortized using the straight-line method over the estimated economic life of the asset, which is <span id="xdx_908_eus-gaap--FiniteLivedIntangibleAssetUsefulLife_iI_dtY_c20230921__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProducersLifetimeRightsMember_zH6UqGaUCZm1" title="Estimated economic life of the asset">3 years. Intangible assets with finite lives are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The carrying amount of this asset at the date of acquisition is $<span id="xdx_90C_eus-gaap--FiniteLivedIntangibleAssetsNet_iI_c20230921__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProducersLifetimeRightsMember_zwEmSlH1fiLc" title="Carrying amount of finite lived intangible assets">500,000. The Producers Lifetime rights were not placed into service during the quarter ended December 31, 2023.

12598000

P3Y

500000

Production and Stage Equipment Production and stage equipment are stated at cost less accumulated depreciation. Production and stage equipment is depreciated over the straight-line method using useful lives ranging from 5 to 10 years. UNITED EXPRESS, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022

P5Y

P10Y

Fair Value of Financial Instruments ASC 825, ‘Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023. The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss Per Share The Company computes earnings (loss) per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

Revenue Recognition We base our judgment on guidance ASC 606. The Company considered recognizes its revenue on the accrual basis, which considers revenue to be earned when the services have been performed. We considered gross revenue as a principal. Our revenue includes payments from the costumers for the logistic business. We Estimating Gross Revenue as a Principal. We evaluate the nature of our promises under the contracts and use judgment to determine whether the contracts include services, which we would need to evaluate for a material right or a performance obligation with quantity of services to be delivered. ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) amends revenue recognition guidance within ASC 606 for these types of transactions. To determine the nature of its promise to the customer, the entity should: 1. Identify the specified goods or services to be provided to the customer, and 2. Assess whether it controls each specified good or service before that good or service is transferred to the customer. We are primarily responsible for fulfilling the promise to provide the specified service. We have the inventory risk before the specified service has been transferred to a customer, or after transfer of control to the customer (for example, if the customer has a right for cancel or return).

Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures, but in the same time we don’t expect to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 - Restatement The Company determined that the previously filed December 31, 2023, financial statements were misstated. The financial statements failed to include all transactions that occurred within the period ended December 31, 2023, and determined that the December 31, 2023, financial statements should be restated. The misstatement arose as the September 21, 2023, transaction to record the share issuance and acquisition of the Professional Promoter license, Production Lifetime rights, and Production and Stage Equipment were not reflected in the September 30, 2023, financial statements. In addition, the Advisory and Consultancy Agreement was not properly disclosed in the footnotes as of December 31, 2023. The cumulative impact of correcting this misstatement is that acquisition of the Professional Promoter License Intangible for $<span id="xdx_903_eus-gaap--IntangibleAssetsNetExcludingGoodwill_iI_c20231231__us-gaap--IndefiniteLivedIntangibleAssetsByMajorClassAxis__custom--ProfessionalPromoterLicenseMember_zHA037Aj7Dn7" title="Intangibles assets">13,098,890 and Production and Stage Equipment $1,058,209 are recorded in Non-Current Assets.

13098890

1058209

NOTE 4 – Production and Stage Equipment As of December 31, 2023, Production and Stage Equipment owned by the Company amounted to $1,058,209. The Production and State Equipment was not placed into service during the period ended December 31, 2023. Prior to the acquisition of this equipment, the Company did not own or lease any equipment. Schedule of Production and Stage Equipment <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; border-collapse: collapse; width: 80%; margin-right: auto"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" id="xdx_49F_20231231_zrzl3C91vcug" style="text-align: center">As of</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center">December 31, 2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_zqLYdl5mpBP9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Production Equipment</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 20%; text-align: right">1,021,399</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--StageEquipmentMember_zFZLxXoV2Ehb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Stage Equipment</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">36,810</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--StageEquipmentMember_ziKSrn2OQ8Ng" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left">Production and stage equipment</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">36,810</td><td style="text-align: left"> </td></tr> </table>

1058209

Schedule of Production and Stage Equipment <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; border-collapse: collapse; width: 80%; margin-right: auto"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" id="xdx_49F_20231231_zrzl3C91vcug" style="text-align: center">As of</td><td> </td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1pt"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center">December 31, 2023</td><td style="padding-bottom: 1pt"> </td></tr> <tr id="xdx_404_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__us-gaap--EquipmentMember_zqLYdl5mpBP9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Production Equipment</td><td style="width: 2%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 20%; text-align: right">1,021,399</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--StageEquipmentMember_zFZLxXoV2Ehb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Stage Equipment</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">36,810</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--PropertyPlantAndEquipmentNet_iI_hus-gaap--PropertyPlantAndEquipmentByTypeAxis__custom--StageEquipmentMember_ziKSrn2OQ8Ng" style="display: none; vertical-align: bottom; background-color: White"> <td style="text-align: left">Production and stage equipment</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right">36,810</td><td style="text-align: left"> </td></tr> </table>

1021399

36810

NOTE 5 — Concentration of Credit Risk The Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed Federal Deposit Insurance Corporation FDIC insurance limits of $250,000 per institution. The Company’s cash balances at December 31, 2023 were within FDIC insured limits.

250000

NOTE 6 — Concentrations The Company has a limited group of customers from whom it has provided services to in the past and has not been able to diversify the customer base to mitigate this risk.

NOTE 7 — Debt The Company officers, from time to time loaned the Company funds for the operational costs. In a present time, we have not any debt before them.

NOTE 8 —Capital Stock During the quarter ended December 31, 2023, the Company issued 1,400,000 shares to an unrelated entity in exchange for consultancy services. UNITED EXPRESS, INC. NOTES TO FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2022

1400000

NOTE 9 — Income Taxes We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. A full valuation allowance was recorded at December 31, 2023, due the operating history and uncertain future prospects of the Company. ASC Subtopic 740.10. 30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Subtopic 740.10 provides guidance on recognition and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements. We pay TAX liability end of the fiscal year and we don’t have a tax obligation in this period.

NOTE 10 — Related Party Transactions There was no related party transaction for the three months period ended December 31, 2023.

NOTE 11 — Advisory and Consultancy Fees On October 1, 2023, the Company entered into an Advisory and Consultancy agreement (“Agreement”) with Laing Advisory. In exchange for providing the advisory and consulting services for 3 months, the Company issued <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20231001__20231231__us-gaap--TypeOfArrangementAxis__custom--AdvisoryAndConsultancyAgreementMember_zRNHa1PBmpBj" title="Shares issued for advisory and consulting services">1,400,000 unrestricted shares to Laing Advisory. The services to be provided include but are not limited to; a) advice for acquisitions, b) general corporate advice and guidance on compliance matters (corporate governance, policies and procedures, board mix and composition, and stock exchange listing requirements), and other assistance as may be requested by the Company.

1400000

NOTE 12 — Going Concern The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern. For the six months period ended December 31, 2023, the Company had a cash balance of $27,957 in total and net loss of $2,003,427. For the six months period ended December 31, 2022, the Company had a Stockholders’ Equity of $7,112 and net loss $624 from operations.

27957

-2003427

7112

-624

NOTE 13 — Subsequent Events and climate-related events impacts to financial statement The rule would require company to disclose, in a footnote to the financial statements, the financial statement impacts of (i) climate-related events, including severe weather events and other natural conditions such as flooding, drought, wildfires, extreme temperatures, and sea level rise, and (ii) transition activities, including efforts to reduce GHG emissions or otherwise mitigate exposure to transition risks. The Company’s management reviewed all material events through December 31, 2023 the date our quarter ended. By this date we don’t have any assets that directly or indirectly influenced on environmental. We indicated risks, include climate related risks in Item 1A Risk Factors in our 10-K report.