UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended MarchDecember 31, 20192021

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

For the transition period from _________ to _________

Commission File Number:333-227194

United Express Inc.

(Exact name of Registrant as specified in its charter)

4345 w. Post Rd, Las Vegas, Nevada 89118

(Address of principal executive offices) Zip Code

949-350-0123949-350-0123

(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

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

Yes ☒  No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No☒

As of MarchDecember 31, 2019,2021, there were 15,582,000shares of our common stock authorized for issue and outstanding.

TABLE OF CONTENTS

See notes to financial statements 

See notes to financial statements

See notes to financial statements

See notes to financial statements

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

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

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

NOTE 1 — Description of Business

We are an Emerging Growth Company with revenue generating operations. We were formed on June 23, 2017 and have four years of business experience.

The United Express Inc. (the “Company”) was incorporated underoperates as a general company of transportation, dispatch service logistics, delivery merchandises and other items for companies and individuals across the lawsUnited State. As such, it is difficult to determine the average customer of the State of Nevada in June 23, 2017. The company was developed to provide comprehensive management service for longCompany as the business will have the freedom and short distance logistics for clients in the Company’s target market area. The Company will offer its clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipmentseffectively arrange for the transportation any type of merchandise. Management anticipates that the business will receive orders for service from companies seeking to move merchandise, as well as, people relocating to different areas of the target regional market areas. A primary concern for the Company is its ability to quickly respond to customer request, give affordable price for the services, and carry the full responsibility from pick up to drop off. Fluctuations in oil prices has caused the freight and logistic industries costs to be to increase during last 3 months. In the event of a costsignificant increase the price of fuel, we will also reasonably increase prices (at a standardized rate of markup) to ensure the profitability of the business. In these 6 months period we signed agreement with ARI Logistics, an Alabama limited liability company and time effective manner.serve for them as freight agency.

After receivingOur other activities are providing dispatch services for the dispatcher license we are going to provideother companies. We working with CVK Express and doing dispatch service for them. In this field company doing search for transportation providers and connect them to improvecargo owners based upon delivery requirements, transportation routes, type of shipment, equipment requirements, cargo size, delivery time and price.

Also, in this quarter we continue working with Royal Realty Enterprise Inc. to purchase from them used home and commercial appliances and sell it to appliance companies for further installation.

During reported period our business activities have focused on the efficiencydevelopment of the clients’ supply chain management and delivery operations. As oil prices are currently remains stable we can mostly predict our expenses in logistics industry. These services are now heavily in demand among product distributors and retailers.business plan, locating producers of goods, dispatchers, sell used appliances, researching for new customers, van supplies, development of optimal traffic routes.

We have received $21,384 $300,564operating revenues for the ninethree months period ended March 31,2019December 31,2021 and 95,128 388,020 for the ninethree months period ended March 31,2018.December 31,2020. Recorded revenues were generated from customers’ payments.dispatch service, logistics and sell used appliances. The Company is currently devoting substantially all of its present efforts to securing and establishing the transportation business.business indicated above.

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 March 31,2019December 31,2021 (Unaudited) and June 30, 2018 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (`SEC"). The Company has adopted June 30 fiscal year end.

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

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

NOTE 2 —Significant Accounting Policies and Recent Accounting Pronouncements – continued

Fair Value of Financial Instruments

ASC 825, 'Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements" defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of MarchDecember 31, 2019.2021.

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

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 new 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.business, dispatch and marketing.

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:

We considerare primarily responsible for fulfilling the gross revenue is a principal because we identify and controlpromise to provide the deliveryspecified service.

We have the inventory risk before the specified service before this service ishas been transferred to a customer. If company does notcustomer, or after transfer of control the service before it is transferred to the customer (for example, if the entity is an agent in the transaction.customer has a right for cancel or return).

It is not always clear whether we obtain control of the specified service, therefore we provided the flowing indicators of control that we used to make this determination:

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

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.

NOTE 3 — Property and Equipment

Property and equipment consist of:

Property and equipment are stated at cost. The Company utilizes MERCEDES CARGO VAN — 5 years for automobile depreciation over the estimated useful lives of the assets.

NOTE 4 — Concentration of Credit Risk

The Company maintains cash balances at a Bank of America financial institution. The balance, at any given time, may exceed Federal Deposit Insurance Corporation FDIC insurance limits of $250,000 $250,000 per institution. The Company's cash balances at MarchDecember 31, 20192021 were within FDIC insured limits.

NOTE 5 — Concentrations

We have a small group of customers from whom we received the income butand in the present time we can'tcan diversify in order to mitigate the risks. 

NOTE 6 — Debt

Andrei Stoukan, an officer of the Company, has fromIn a present time, to time loaned the Company funds for the operational costs. The amount, $72 was returned to him in a reporting period.we have not any debt .

NOTE 7 —Capital—Capital Stock

On MarchDecember 31, 20192021 the Company authorized 75,000,000 shares of common shares with a par value of $0.001 $0.001 per share.

For the ninesix months period ended MarchDecember 31, 20192021 we have no 0issued any new of common shares.

For the ninesix months period ended MarchDecember 31, 2018,2020, we also have 0issued any new of common shares.

For the 3 months period ended December 31,2021 we have issued 15,582,000 ofno changes in our common shares: 14,001,000 shares were purchased by officerstock. January 28, 2021 Andrei Stoukan.Stoukan sold his 14,001,000-common stock for $14,001 in cash to Arithmetic LLC., Delaware company.

1,581,000 shares were purchased by non-affiliate investors.

As of March 31, 2019, and March 31, 2018,December 31,2021, there were no 15,582,000total common shares issued and outstanding. 14,001,000 held by Arithmetic LLC, and 1,581,000 common shares held by 53 non-affiliated shareholders.

As of December 31, 2021, and December 31, 2020, there were 0outstanding stock options or warrants.

NOTE 8 — Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, 'Income Taxes.’ Under this method, income tax expense is recognized for the amount of (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. 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.dates. 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.

NOTE 8 — Income Taxes - continued

ASC Subtopic 740.10. 30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Subtopic 740.10 provides guidance on recognition and measuring tax positions taken or expected to be taken in a tax return that directly or indirectly affect amounts reported in financial statements. We have no material uncertain tax positions for any of the reporting periods presented.

NOTE 9 — Related Party Transactions

We have not0t a related party transaction for the ninesix months period ended MarchDecember 31, 2019.2021.

ForAlso, we have 0t a related party transaction for the ninesix months period ended MarchDecember 31, 2018, the company paid to Mr. Stoukan $14,086 for office rental, storage rent and repairs expense.2020.

NOTE 10 — Going Concern

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

For the ninesix months period ended MarchDecember 31, 2019,2021, the Company had a cash balanceStockholders’ Equity of $3,296 $65,333 and net profit $1,867 $14,784 from operations. For the ninesix months period ended MarchDecember 31, 2018,2020, the Company had a cash balanceStockholders’ Equity of $4,017 $32,252 and net loss $25,794 profit $9,527 from operations.

The transition from lossWe continue to profit isbuild a profitable positive development dynamic,dynamic; however, it still raises substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company's capital requirements will depend on many factors including the success of our development efforts and our efforts to raise capital. Management also believes the Company needs to raise additional capital for working purposes. There is no assurance that such financing will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 11 — Subsequent Events

In accordance with ASC 855 the Company's management reviewed all material events through MarchDecember 31, 20192021 the date these financial statements were available to be issued, and there are no material subsequent events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the balance sheet as of June 30,201830,2021 and March 31,2019December 31,2021 and the financial statements for the ninesix months period ended MarchDecember 31, 20192021 included herein. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

This discussion contains forward-looking statements, based on current expectations with respect to future events and financial performance and operating results, which statements are subject to risks and uncertainties, including but not limited to those discussed below and elsewhere in this Prospectus that could cause actual results to differ from the results contemplated by this forward-looking statement. We urge you to carefully consider the information set forth in our S1form under the heading “Note Regarding Forward Looking Statements” and “Risk Factors”.

We are an emerging growth company incorporated in the State of Nevada on June 23, 2017. The United Express Inc. was developed to provide a comprehensive management service for long and short distance logistics for clients in the Company’s target market area. The Company will offer its clients the transportation ability to all of their hauling needs through one business which will provide them with the ability to manage their shipments in a cost and time effective manner. Also, we develop our dispatch service, logistics and selling used appliances.

We are a company with limited revenue generating options. We are currently focused on expanding our network of new customers, drivers, shipping companies and independent transportation providers

Forward-Looking Statements

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. Our registration statement contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The factors listed in the “Risk Factors” section in our S1 form, as well as any cautionary language in this prospectus, provide examples of these risks and uncertainties. The safe harbor for forward-looking statements is not applicable to this offering pursuant to Section 27A of the Securities Act of 1933.

Business Overview

We are an Emerging growth company with smallstrong revenue generating operations. We were formed on June 23, 2017 and around twohave more than four years of business experience.

The United Express intends to operate as a general company of transportation and delivery of merchandise, household goods, and other items for companies and individuals across the United State. As such, it is difficult to determine the average customer of the Company as the business will have the licensure and the ability to effectively arrange for the transportation any type of merchandise. Management anticipates that the business will receive orders for service from companies seeking to move merchandise, as well as, people relocating to different areas of the target regional market area. A primary concern for the Company is its ability to quickly respond to customer request, give affordable price for the services, and carry the full responsibility from pick up to drop off. In 2018,this quarter, the price of oil and its associated refined energy products has been within a reasonable, steady range. Lack of major volatile in oil prices has caused the freight and logistic industries costs to be on a straight level during last 93 months. In the event of an 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. The Company hires drivers from any state with CDL or class “B” driver license and at least one year of experience.

For the 93 months ended MarchDecember 31, 20192021 our business activities have focused on dispatch service, logistics and selling used appliances. As of December 31,2021, we had income $149,127 from CVK Express LLC., for dispatch, $14,577 from ARI Logistics for the logistic service, $136,860 we received from companies for appliances. Our three months revenues for the period ended December 31,2021 was $300,564.

As of December 31,2020, mostly onwe generated income from CVK Express LLC. $146,500 for dispatch, $22,150 from companies for logistic service and 219,370 from companies who bought from us used appliances.

Our three months revenues for the development of our business plan, locating producers of goods, despatchers, van repairs, researching for new customers, drivers, storages, van supplies, development of optimal traffic routes.period ended December 31,2020 was $388,020.

We currently have several customers who workingalso cooperate with us, which we have become dependent. We work with US Concierge Service LLC; Atlas Logistics; Sprinter Expressprivate people and some others.companies when they ask about transportation service, up in coming move, relocation, and other’s needs.

Working in logistics industry we observe desire truck owner operators or drivers get paid right after Bill of lading signed and cargo unloaded, instead of waiting 30-40 days. Factoring service can be solutions in this situation. In the simplest terms, invoice factoring is how get paid fast in the trucking industry. It's a way to get consistent cash flow for unpaid invoices.

Drivers agree get pay 4% (factoring fees) less than original earnings. Based on:

1 driver generates earnings somewhere about $40,000 in a month and 4% is $1,600. We can operate with 100 drivers at the same time during a month. So, our earnings with 100 drivers will be $4,000,000 and 4% is $160,000.

Consistent cash flow is a key in being successful in the transportation industry. It's always good to have business partnership agreementthat safety net to know you will always get paid within 24-48 hours when you use a factoring service.

Another direction in which we are going to excel is directly working with Sprinter Express LLC.,Hyundai manufacturing located in Baja California, Tijuana, Mexico. It’s very close to US border and agreement about dispatching servicewe see a great potential in this. They build over 150 containers per day and we want to delivery their Hyundai dry van containers to US customers. Based on our research they pay $700 per container and allowed to download cargo to deliver it to the final destination. The other dealers who already work with Vladyslav Khorenko, a private person.

We alsoHyundai can pay us only half of this price for the same route. In this activity we plan to deliver cargo through others transportation providersgenerate extra $15,000-$20,000 in a month net income.

In addition, given the high demand for these containers, we can also buy them at the production price and resell them at a premium or even rent them out. For this activity we need at least $30,000 for one dry van. We can give trailer for rent $800-$1000 in a month with full payback in 3 years. We are planning begin with 40-50 trailers and we need about 1,3-1,5 millions of attracted capital. Repairs and maintenance will be calculated additionally if necessary.

Base on the above we get more delivery orders than can afford. In this case here is our position as intermediary company.need around $5,5-6 millions for these new activities.

Our fees are count based on our expenses, spending time, shipments size and type of shipment, distance, route, gas price and other customer needs.

For ninethe three months period ended March 31,2019,December 31,2021, we

Our revenue for the 9 months 2019 was $21,384.

We generated $1,100 from US Concierge Service LLC; $6,364 from Atlas Logistics; $4,700 from Sprinter Express; $3,150 from AntechAppliancesand rest from other customers. As a result,Because our revenues are concentrated in a few customers. Shouldcustomers and if should one or more of them decrease their orders or cease to use our services, or if we are unable to expendexpand our customer base, our revenues and results of operations will be negatively impacted.

LiquidityOur revenue for the 3 months ended December 31, 2021 was $300,564. It is a little lower than in similar period year ago. Our three months revenues for the period ended December 31,2020 was $388,020.

On MarchLiquidity

At December 31, 2019,2021, we had $3,296$49,334 in cash for our operations and $20,000$16,000 in capital. For the period ended March 31,2018December 31,2020 we had $4,01712,252 in cash for our operations.

We will attempt to fund from our future operations, which may be insufficient to fund such amounts. There is no assurance our estimates of these costs are accurate.

Capital resources

We have the fixed assets on our balance Mercedes Sprinter as of MarchDecember 31, 2019.2021. Total stockholders' equity $23,296$65,334.

Results of Operations for the threesix months period ended MarchDecember 31, 20192021 and for the threesix months period ended MarchDecember 31, 20182020

As an emerging growth company, we have received $7,825$643,422 operating revenues for the threesix months period ended March 31,2019December 31,2021 and 47,471496,470 for the threesix months period ended March 31,2018.December 31,2020. Recorded revenues were generated from customers’ payments. The Company is currently devoting substantially all of its present efforts to securingcustomer network and establishing the dispatch, transportation and used appliances business.

For the threesix months period ended MarchDecember 31, 2019 we2021 our revenue was generated revenue $7,825.from our existing and new customers for the transportation, dispatch and used appliances service. Our cash balance was $3,296. $49,334.

For this period, we had $5,562 companyLogistic and Dispatcher Service Expenses $356,630 and used appliances expenses consist of $1,072$248,850.

Also, for this period, we had $13,152 general and administration expense, $890 office rental, storage rent and repairs expense, $3,600 logistic and dispatcher service.$7,500 Expenses related OTC Market requirements, $2,500 Equipment Rental Expenses. Our net income from operations was $2,263.   $ 14,784 in compare with our net income of $9,527 in similar period year ago.

For the threesix months period ended MarchDecember 31, 2018 we2020 our revenue was generated revenue $47,471.from our existing and new customers for the transportation, dispatch and used appliances service. Our cash balance was $4,017 Our expenses for this period was $58,540 and consist of $3,220 general and administration expense, $ 8,365 office rental, storage rent and repairs expense, $46,955 logistic and dispatcher service. Our loss from operations was $11,068.   Results of Operations for the nine months period ended March 31, 2019 and for the nine months period ended March 31, 2018   For the nine months period ended March 31, 2019 we generated $21,384 in revenues and our cash balance was $3,296. $12,252.

For this period, we had $19,517 company expenses consist ofLogistic and Dispatcher Service Expenses $253,723 and used appliances Expenses $205,800.

Also, for this period, we had $20,920 general and administration expense, $6,044, logistic and dispatcher service $12,583, office rental, storage rent and repairs expense $890.$6,500 Expenses related OTC Market requirements. Our net income from operations was $1,867.     For the nine months period ended March 31, 2018 we generated $95,128 in revenues and our cash balance was $4,017. For the nine months period ended March 31, 2018 we had $120,922 company expenses consist of general and administration expense $6,417, office rental, storage rent and repairs expense $13,014, logistic and dispatcher service $101,491. Our loss from operations was $25,794    $ 9,527.

Our cash balances were not sufficient to fund our limited levels of operations for any period of time without further revenue or proceeds. In order to implement our business plan of operations in the next twelve months we need to raise $881,000 based on the information in our S1 form page 7, where we provided breakdown of our estimated expenses. During start up period, our operations will be limited due to the limited amount of funds on hand.  At the present time, we are working to buyraise additional cargo vanscash, increase the activities and generate more revenue.

If we unable to raise additional cash, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Off Balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable. We have no investments in market risk sensitive instruments or in any other type of securities.

Item 4. Controls and Procedures

As of the end of the period covered by this Report, our President and Chief Executive Officer, Andrei Stoukan, is responsible for managing us, including compliance with SEC reporting obligations, and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new for our management and will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures and to otherwise comply with other securities law provisions, our costs will increase and negatively affect our results of operations, cash flow and financial condition. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities laws violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Changes in Internal Control Over Financial Reporting

There have been no changes in the internal controls over financial reporting during the quarter ended MarchDecember 31, 2019,2021, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not currently a party to any material legal proceedings, nor is we aware of any other pending or threatened litigation that would have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorable.

Item 1A. Risk Factors

We are not required to include risk factors in this 10Q report.

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

We did not sell unregistered securities during the quarter ended March 31,2019December 31, 2021

Purchases of equity securities by the issuer and affiliated purchasers

During the quarter ended March 31,2019,December 31,2021, there were no purchases of equity securities by us or affiliated purchasers.

Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

We have no senior securities outstanding.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.