SEC Comment Letter 0000000000-24-003128 to United Express Inc. (UNXP) (CIK 0001751707) (UNXP)
United Express Inc. (UNXP) (CIK 0001751707)
Date: March 21, 2024 · CIK: 0001751707 · Accession: 0000000000-24-003128
AI Filing Summary & Sentiment
File numbers found in text: 333-227194
Letter
United States securities and exchange commission logo March 21, 2024 Andrei Stoukan Chief Executive Officer United Express Inc. 4345 W. Post Rd. Las Vegas, NV 89118 Re:United Express Inc. Amendment No. 1 to Form 10-Q for the Quarter Ended December 31, 2023 Filed March 7, 2024 File No. 333-227194 Dear Andrei Stoukan: We have reviewed your March 7, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our March 7, 2024 letter. Amendment No. 1 to Form 10-Q for the Quarter Ended December 31, 2023 Note 5 - Investment in Subsidiary - Fighting Leagues, page 10 1.We note you added footnote disclosure to address the acquisition of Jebour Two Ltd and its wholly owned subsidiary, Fighting Leagues LV Inc. Please provide the following:
•Clarify whether the acquisition was accounted for as a business combination or asset acquisition and provide us with a robust analysis, citing authoritative literature that supports your determination. Your analysis should explain whether Jebour Two is considered a business pursuant to ASC 805-10-55-3A through 55-9 and should specifically address ASC paragraphs 805-10-55-5 and 5A as it relates to the screen test given your representation that the license issued by the Nevada State Athletic Commission as the "key material asset of the acquisition."
FirstName LastNameAndrei Stoukan Comapany NameUnited Express Inc. March 21, 2024 Page 2 FirstName LastName Andrei Stoukan United Express Inc. March 21, 2024 Page 2 •Revise your disclosure as necessary, to provide the determination of the purchase price and consideration transferred, provide quantification of the individual assets acquired and liabilities assumed as well as information on how they were valued, and explain how you have allocated the purchase price to the identified assets and liabilities in accordance with ASC 805-10-50. Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551- 3650 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
March 21, 2024
Andrei Stoukan
Chief Executive Officer
United Express Inc.
4345 W. Post Rd.
Las Vegas, NV 89118
Re:United Express Inc.
Amendment No. 1 to Form 10-Q for the Quarter Ended December 31, 2023
Filed March 7, 2024
File No. 333-227194
Dear Andrei Stoukan:
We have reviewed your March 7, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 7,
2024 letter.
Amendment No. 1 to Form 10-Q for the Quarter Ended December 31, 2023
Note 5 - Investment in Subsidiary - Fighting Leagues, page 10
1.We note you added footnote disclosure to address the acquisition of Jebour Two Ltd and
its wholly owned subsidiary, Fighting Leagues LV Inc. Please provide the following:
•Clarify whether the acquisition was accounted for as a business combination or asset
acquisition and provide us with a robust analysis, citing authoritative literature that
supports your determination. Your analysis should explain whether Jebour Two is
considered a business pursuant to ASC 805-10-55-3A through 55-9 and
should specifically address ASC paragraphs 805-10-55-5 and 5A as it relates to the
screen test given your representation that the license issued by the Nevada State
Athletic Commission as the "key material asset of the acquisition."
FirstName LastNameAndrei Stoukan
Comapany NameUnited Express Inc.
March 21, 2024 Page 2
FirstName LastName
Andrei Stoukan
United Express Inc.
March 21, 2024
Page 2
•Revise your disclosure as necessary, to provide the determination of the purchase
price and consideration transferred, provide quantification of the individual assets
acquired and liabilities assumed as well as information on how they were valued, and
explain how you have allocated the purchase price to the identified assets and
liabilities in accordance with ASC 805-10-50.
Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at 202-551-
3650 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation