US Export, Inc. - FORM S-1 - August 17, 2015

Attached files

Year ending December31,

Thereafter

file	filename
EX-3.2 - US Export, Inc.	useps1081315ex3_2.htm
EX-3.1 - US Export, Inc.	useps1081315ex3_1.htm
EX-23.1 - US Export, Inc.	useps1081315ex23_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

US EXPORT, INC.

(Exact name of registrant as specified in its charter)

New York	6500	45-5138547
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation)	Classification Code Number)	Identification No.)

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:

Gregg Jaclin, Esq.

Szaferman, Lakind, Blumstein & Blader, PC

101 Grovers Mill Road

Second Floor

Lawrenceville, NJ 08648

(609) 275-0400

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. ¨

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 Each Class of Securities to be Registered

Amount to be

Registered

Proposed

Maximum

Offering Price

Per Share (2)

Proposed

Maximum

Aggregate

Offering Price (2)

Amount of

Registration Fee

Common stock, no par value per share (the “Common Stock”)(1)

4,338,500

1.00

4,338,500

504.13

Total

4,338,500

504.13

(1) 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.

(2) 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 a 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

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 August 14, 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 $0.25 per share 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 a 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.

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 4 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 August 14, 2015

TABLE OF CONTENTS

			PAGE
Prospectus Summary			1
Cautionary Statement Regarding Forward Looking Statements			3
Risk Factors			4
Use of Proceeds			8
Determination of Offering Price			8
Dilution			8
Selling Shareholders			8
Plan of Distribution			10
Description of Securities			11
Interests of Named Experts and Counsel			12
Description of Business			12
Description of Property			14
Legal Proceedings			14
Market for Common Equity and Related Shareholder Matters			14
Holders			15
Dividend Policy			15
Transfer Agent and Registrar			15
Management Discussion and Analysis of Financial Condition and Results of Operations			35
Directors, Executive Officers, Promoters and Control Persons			41
Executive Compensation			43
Security Ownership of Certain Beneficial Owners and Management			44
Transactions with Related Persons, Promoters, and Certain Control Persons			44
Disclosure of Commission Position on Indemnification of Securities Act Liabilities			45
Where You Can Find Additional Information			46
Index to Financial Statements			47
Signatures			49

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. 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.

PROSPECTUS SUMMARY

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 terms “US Export,” “Company,” “we,” “us” and “our” refer to US Export, Inc. or any of its subsidiaries.

Overview

US Export, Inc. (the “Company”) intends to develop approximately 100 industrial incubators throughout the United States. Dr.Wenyi Yu, the CEO of US Export, Inc. has designed a Regional Economic Engine (“REE” or “Engine”) model with the hope of incorporating features of Silicon Valley, Amazon, NASDAQ, Pixar Animation Studios and Goldman Sachs at each of these industrial incubators.

The Company’s vision is to “install” 100 REEs in the U.S. by 2020, with the goal of stimulating localized economic growth, employment and exports. The Company’s first “Engine,” the Buffalo New Technology and Art Industries Campus, is located at 160 Kerns Avenue, Buffalo, New York, 14211. The campus has a lot size of 299,600 square feet, with an 84,000 square foot building.

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 studios, factories and services;

•

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

•

exhibit local products, shows and services;

Each incubator will produce two revenue streams: (i) through the Company’s self-operating business; and (ii) through rent for open space available to multiple tenants.

The Self-Operating Business

The Company will establish a “5 in 1” self-operating businesses in each of the incubators. Each self-operating business contains five parts: (i) online intellectual property and arts products exchange platform; (ii) online family products and used goods exchange platform; (iii) online business equity exchange platform; (iv) robot film production and circulation; and (v) minority equity investment. This Company believes that the business model will be a new economic growth point for the community.

Company History

US Export, Inc. was incorporated as a New York corporation 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 November 18, 2013, the Company purchased the real estate located at 160 Kerns Avenue, Buffalo, NY 14211 (the “Buffalo Campus”). The City of Buffalo Planning Board approved the Buffalo Campus as a multiple us facility, including us as an: office, business school, live performance theater, social dance hall and fitness center, supermarket, restaurant and dormitory. On September 18, 2014, the company incorporated Buffalo New Technology and Art Industries Campus, Inc in the State of New York.

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One June 23, 2015, Intellectual Property Exchange, Inc. was incorporated in the State of Nevada. The purpose of this platform is online transaction of patents, trademarks; copyrights in painting and sculpture, music, film, television, radio, animation, game, drama, novel, software programming, design, photography, theme park; newspapers, periodicals and online publications, architecture and landscaping design, et al, which covers creative technology and arts in all aspects.

On August 1, 2015, the company launched its “family exchange” program and corresponding website “www.family-exchanges.com.” The purpose of this platform is online transaction of family products, copyrights (patent and trademark), creative ideas, culture and artistic works, used goods, properties, agriculture products, business equities, services and public relations. Every family can use this platform for exhibition and sale as well as organize events. This is a family based online shopping service.

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.

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:

•

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

•

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;

•

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

•

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 non-affiliates 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.”

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THE OFFERING

Securities Offered (1)		4,338,500 shares of Common Stock. This number represents 14.46% of our current outstanding Common Stock. (1) (2)

Common Stock Outstanding Before the Offering (2):		30,000,000

Common Stock Outstanding After the Offering (2):		30,000,000

Terms of the Offering: Termination of the Offering:		The selling shareholders will determine when and how they will sell the Common Stock offered in this prospectus. 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 a 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.
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 Factors” beginning on page 4.

(1) Based on 30,000,000 shares of Common Stock outstanding as of August 14, 2015

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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RISK FACTORS

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.

Risks Related to Our Company

Because of our limited history and the potential for competition, an investment in our Company is inherently risky.

Because we are a company with a limited history, our operations are subject to numerous risks similar to those of a start-up company. The achievements of REE are affected by multiple factors, for example: The REE location; the Company’s administration proficiency, service quality, investment ability and marketing; local resource, economic demography, community relation, social security; political events, culture adaptability; technique competition; transaction costs, economic cycle; and natural disasters. The output and success of any individual REE is hard to predict. We cannot assure you that we will have the necessary resources to grow up sustainably.

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. There is no guaranty that additional funds will be available when, and if, needed. If we are unable to obtain financing, or if its 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 shareholders' investment.

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, who are Dr. Wenyi Yu, Karen Zhao and Antoine Thompson. The loss of any or all of these individuals could have a material adverse impact on our operations. We have not obtained key man life insurance on the lives of any of these individuals. Our success depends 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, which we require now and will require in the future to conduct our ongoing operations, our business and our ability to successfully implement our business plan could be adversely affected.

We are subject to risks associated with investments in real estate.

The value of our proposed properties and our projected income therefrom may decline due to developments that adversely affect real estate generally and those that are specific to our proposed properties. General factors that may adversely affect our potential real estate holdings include:

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increases in interest rates;

•

a decline in prevailing rental rates for the properties we intend to own and lease;

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a general tightening of the availability of credit and project financing facilities;

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an increase in competition for customers or a decrease in demand by customers for the commercial properties we plan to develop and offer for sale;

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a decline in prevailing sales prices for the properties we intend to develop and offer for sale;

•

declines in consumer spending during an economic recession or recovery from an economic recession that adversely affect our revenue; and

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Additional factors may adversely affect the value of our proposed properties and our projected income therefrom, including:

•

adverse changes in the perceptions of prospective purchasers or users of the attractiveness of the properties proposed to be developed by us;

•

opposition from local community or political groups with respect to development or construction at a particular site;

•

a change in existing comprehensive zoning plans or zoning or environmental or business licensing regulations that impose additional restrictions on use or requirements with respect to the properties proposed to be developed by us;

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our inability to provide adequate management and maintenance or to obtain adequate insurance for the properties proposed to be developed by us;

•

an increase in operating costs;

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new development of a competitor's property in close proximity;

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earthquakes, floods or underinsured or uninsured natural disasters; and

•

terrorism, political instability or civil unrest.

The occurrence or existence of one or more of the events or circumstances described above could result in significant delays or unexpected expenses. If any of these events occur or circumstances come into existence, we may not achieve our projected returns and we could lose some or all of our investments.

We are subject to risks associated with real estate development.

Our projects are subject to significant risks relating to our ability to complete them on time and within budget. Factors that may result in the development projects we may undertake exceeding budget or being prevented from completion include:

•

an inability to obtain or delays in obtaining zoning, environmental, occupancy or other required governmental permits, approvals and authorizations;

•

an inability to secure sufficient financing on favorable terms, including an inability to obtain or refinance construction loans; an inability to solve environmental problems both inside and outside of the REE campus

•

a general tightening of the availability of credit and project financing facilities;

•

construction delays or cost overruns, either of which may increase project development costs; and

•

an increase in commodity costs.

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

Our 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 mortgage availability and changes in demographic conditions. Real estate markets have historically been subject to strong periodic cycles driven by numerous factors beyond the control of market participants.

Real estate investments often cannot easily be converted into cash and market values may be adversely affected by economic or political circumstances, market fundamentals, competition or demographic conditions. Because of the effect these factors may have on real estate values and because of the long length of the project development cycle, the future sales prices for our individual proposed properties or the future level of our sales revenue from the operation, sales and/or leasing of our various proposed properties, is impossible to predict with certainty and difficult to predict with accuracy.

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Our real estate operations will also be dependent upon the availability and cost of mortgage financing for our potential customers to the extent they finance the purchase of the residences or commercial properties we intend to develop and offer for sale.

Our operations are subject to natural risks.

Our performance may be adversely affected by weather conditions that delay development or damage property.

Risk Factors Related to Self-Operating Businesses

A REE faces a variety of risks; some risks can cause physical damage to the incubator and affect its operation and survival even with insurance and defensive measures in place.

We are subject to risks associated with investments in online intellectual property and art products exchange

The online intellectual property and art products exchange faces the same problems as in E-commerce in general. As a new market it needs time to grow up. We cannot assure you that we can solve all problems on time and with quality in hardware, software, information and finance security, IR protection, marketing, logistic, after service, public relation and business administration. The Company also faces the risk of lawsuits stemming from copyright issues.

We are subject to risks associated with investments in online family products and resource exchange

The online family products and resource exchange faces the same problems as in E-commerce in general. This market needs much investment to do promotion. A successful series of events is necessary for its sustainable development. We cannot assure you that we can solve all the problem on time and with quality in hardware, software, information and finance security, marketing, logistic, after service, public relation and business administration, et al. It is hard to satisfy all family clients even though we make best efforts. The Company has no ability to clarify illegal transaction even though it keeps close relation with government security departments and works with professional security services.

We are subject to risks associated with investments in robot film production

The are many risk associated with robot film production, including: malfunction of distribution; wrong market target; lower product quality; shortage of good literature scripts; technique problem; bad financial management; cast availability; other exceptional risks. Although we intend to make every effort to minimize these risks, there can be no assurance that unforeseeable risks will not have an adverse effect on our business.

Risk Factors 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.

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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 a 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, they 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.

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 $0.25 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 additional capital subsequent to this offering 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.

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USE OF PROCEEDS

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.

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.

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.

SELLING SHAREHOLDERS

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 August 14, 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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			Common Stock
			Prior to the offering					After the offering
Selling Security Holder	Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock (1)			Shares being Offered		Number of Shares of common Stock Beneficially Owned		Percentage of Common Stock (1)
Shuwei Jia		240,000		0.8	%		240,000		0		0.00	%
Zhiping Mao		80,000		0.3			80,000		0		0.00
Jianbin Yan		120,000		0.4			120,000		0		0.00
XiaoHong Feng		50,000		0.17			50,000		0		0.00
Kebao Zhang		50,000		0.17			50,000		0		0.00
Baoxia Yue		40,000		0.13			40,000		0		0.00
Juan Wang		10,000		0.034			10,000		0		0.00
Aiming Dong		30,000		0.1			30,000		0		0.00
Suzanne Montalalou		500		0.0016			500		0		0.00
Alexander Park		500		0.0016			500		0		0.00
Bruce Adams		500		0.0016			500		0		0.00
Donald Lott		500		0.0016			500		0		0.00
Edward Schneider III		500		0.0016			500		0		0.00
Jonathan Willard		500		0.0016			500		0		0.00
Michelle Eisenstein		500		0.0016			500		0		0.00
Mo Saladin		500		0.0016			500		0		0.00
William Kyle		500		0.0016			500		0		0.00
Hua Zhang		1,000		0.0033			1,000		0		0.00
Yuanben Yu		1,000		0.0033			1,000		0		0.00
Liangxia Wang		1,000		0.0033			1,000		0		0.00
Yuanben Yu		1,000		0.0033			1,000		0		0.00
Jianqiong Li		2,000		0.0067			2,000		0		0.00
Baoguo Wang		3,000		0.01			3,000		0		0.00
Jie Zhang		3,000		0.01			3,000		0		0.00
Shenghe Zhang		5,000		0.017			5,000		0		0.00
Shuhua Yu		5,000		0.017			5,000		0		0.00
Cheng Li		10,000		0.034			10,000		0		0.00
Yanan Zhao		10,000		0.034			10,000		0		0.00
Wei Tang		15,000		0.05			15,000		0		0.00
Kegang Zhao		50,000		0.17			50,000		0		0.00
Baozhu He		100,000		0.34			100,000		0		0.00
Chenlian Zhao		100,000		0.34			100,000		0		0.00
Xinhua Yu		100,000		0.34			100,000		0		0.00
Zizhao Yu		1,000,000		3.4			1,000,000		0		0.00
Pulin Yu		47,000		0.16			47,000		0		0.00
Buffalo New Tech/Art Industries Campus		1,010,000		3.4			1,010,000		0		0.00
Fang Li		1,250,000		4.5			1,250,000		0		0.00
Total		4,338,500		14.46			4,338,500		0		0.00

(1)

Based on 30,000,000 shares of Common Stock issued and outstanding as of August 14, 2015.

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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.

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; or

•

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.

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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.

DESCRIPTION OF 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 August 14, 2015, there were 30,000,000 shares of common stock outstanding.

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: 702-433-1979.

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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, 2014 and 2013 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 Szaferman Lakind Blumstein & Blader, PC, Lawrenceville, New Jersey.

DESCRIPTION OF BUSINESS

Overview

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 studios, factories and services;

•

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

•

exhibit local products, shows and services;

Each incubator will produce two revenue streams: (i) through the Company’s self-operating business; and (ii) through rent for open space available to multiple tenants.

The Self-Operating Business

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Company History

Corporate Strategy

The Company’s vision is to “install” 100 REEs in the U.S. by 2020, with the goal of stimulating the local economy, employment and exports.

The Company’s first “Engine,” the Buffalo New Technology and Art Industries Campus, is located at160 Kerns Avenue, Buffalo, New York, 14211 and has a campus lot size of 299,600 SF.

Inside each “Engine” will be a self-operating business that the Company believes has the potential to generate significant revenue in addition to the revenue generated by renting available space in within the Incubator. Each Incubator will contain a Robot Fil Studio (RFS), a film production company with robotic creation, robot casts, autonomous controlled editing, robot aid distribution, robotic box statistics and ROI analysis. The Company believes it will be able to generate revenue from selling commercial exhibition rights to films produced in RFS.

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 real estate investment activities, many of which have greater resources than we do. Specifically, there are numerous commercial developers, real estate companies, real estate investment trusts and U.S. institutional and foreign investors that operate in the markets in which we may operate, that will compete with us in acquiring residential, commercial, and other properties that will be seeking investments and tenants for these properties.

Government Regulation

The Company is not aware of any government regulations directly related to Regional Economic Engines (REEs).

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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 August 14, 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 and develop the business. These decisions will be made by our officers and directors, if and when appropriate.

DESCRIPTION OF PROPERTY

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

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 November 18, 2013, the Company paid $165,000 in cash to acquire a property located at 160 Kerns Avenue Buffalo, New York 14211.

On January 30, 2014, the Company paid $33,000 in cash to acquire a property located at 70 Floss Avenue Buffalo, New York 14211.

The components of property and equipment were as follows:

	March 31, 2015			December 31, 2014
Buildings	$	452,002		$	452,002
Accumulation depreciation		(22,566	)		(19,663	)
Property, plant and equipment - net	$	429,436		$	432,339

For the three months ended March 31, 2015 and 2014, depreciation of property, plant and equipment amounted $2,903 and $2,609, respectively.

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 of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

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Holders

As of August 14, 2015 we had 43 record holders of our common stock, holding 30,000,000 shares of common stock.

Dividends

Securities authorized for issuance under equity compensation plans

None.

TRANSFER AGENT AND REGISTRAR

The transfer agent of our common stock is Pacific Stock Transfer Company, 6725 Via Austi Pkwy, Suite 300, Vegas, NV 89119; Phone: 702-361-3033, Fax: 702-433-1979.

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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, 2014 and 2013 and the related statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013. 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, 2014 and 2013, and the result of its operations and its cash flows for the years ended December 31, 2014 and 2013 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

August 14, 2015

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US Export Inc.

Balance Sheets

Audited

	December 31,			December 31,
	2014			2013
ASSETS
Current Assets
Cash and cash equivalents	$	18,218		$	56,245
Total Current Assets		18,218			56,245

Property, plant and equipment, net		432,339			376,656
TOTAL ASSETS	$	450,558		$	432,901

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	6,929		$	362
Note payable		45,291			45,291
Total Current Liabilities		52,220			45,653

Non-current liabilities
Long-term note payable		70,850			109,285
Total Long-term Liabilities		70,850			109,285

TOTAL LIABILITIES		123,070			154,938

Stockholders’ Equity
Common Stock, $0.01 par value, 100 shares authorized, 0 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		—			—
Additional paid in capital		565,102			256,318
Shares to be issued		599,950			260,000
Accumulated deficit		(837,565	)		(238,355	)
Total Stockholders’Deficit		327,487			277,963

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	450,557		$	432,901

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

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US Export Inc.

Statement of Operations

Audited

	Years Ended
	December 31,
	2014			2013
COSTS AND EXPENSES
Payroll expenses	$	168,000		$	168,000
General & administrative		424,151			49,139
Total operating expenses		592,151			217,139

LOSS FROM OPERATIONS		(592,151	)		(217,139	)

Other Income (Expenses)		(7,059	)		(9,061	)

NET LOSS	$	(599,210	)	$	(226,201	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	—		$	—

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING- BASIC AND DILUTED		—			—

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

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US Export Inc.

STATEMENTS OF CASH FLOWS

Audited

	Years Ended
	December 31,
		2014			2013
OPERATING ACTIVITIES
Net loss	$	(599,210	)	$	(226,201	)
Add:
Depreciation expenses		11,319			5,994
Changes in operating assets and liabilities:
Accounts payable		6,568			361
NET CASH USED IN OPERATING ACTIVITIES		(581,324	)		(219,846	)

INVESTING ACTIVITIES
Acquisition of property, plant, and equipment		(67,002	)		(165,000	)
NET CASH USED IN INVESTING ACTIVITIES		(67,002	)		(165,000	)

FINANCING ACTIVITIES
Payments of note payable		(38,435	)		(76,613	)
Stock subscription received		339,950			260,000
Proceeds from contribution from related parties		308,784			236,647
NET CASH PROVIDED BY FINANCING ACTIVITIES		610,299			420,034

NET CHANGE IN CASH		(38,026	)		35,188
CASH AT BEGINNING OF PERIOD		56,245			21,057

CASH AT END OF PERIOD	$	18,218		$	56,245

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

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US Export Inc.

Statement of Stockholders' Equity

For the period from December 31, 2012 to December 31, 2014

Audited

					Additional		Shares					Total
	Common Stock				Paid-in		to be		Deficit			Stockholders’
	Shares		Amount		Capital		Issued		Accumulated			Equity
Balance, December 31, 2012		—		—	$	19,671		—	$	(12,154	)	$	7,517
Related parties contribution		—		—		236,647		—		236,647			—
Shares to be issued		—		—		—		260,000		—			260,000
Net Loss		—		—		—		—		(226,201	)		(226,201	)
Balance, December 31, 2013		—		—		256,318		260,000		(238,355	)		277,963
Related parties 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

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

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US Export, Inc.
Notes To The Financial Statements

NOTE 1. BASIS OF PRESENTATIONAND 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 POLICIES

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 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, 2014 and 2013, 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, 2014 and 2013, there were no cash equivalents.

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 statements of operation 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.

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.

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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, 2014 and 2013.

Long lived assets impairment

We assess the recoverability of the carrying value of long-lived assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We have the option of performing a qualitative assessment when assessing recoverability. We may also evaluate the recoverability of such assets based upon estimates of the undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. We did not recur any impairment charges during the periods presented.

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

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, 2014 and 2013.

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, 2014, 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”).

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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 the financial 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

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.

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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, 2014, the Company has not generated revenues and has accumulated losses of $837,565. 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 property 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 note was $200,000, the note bears a 5.0% interest rate and is matured in five years.

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.

The components of property, plant and equipment were as follows:

Year ended December 31,	2014			2013
Building	$	452,002		$	385,000
Accumulation depreciation		(19,663	)		(8,344	)
Property, plant and equipment - net	$	432,339		$	376,656

For the years ended December 31, 2014 and 2013, depreciation of property amounted $11,319 and $5,994, respectively.

NOTE 5. NOTE PAYABLE

On August 6, 2012, the Company acquired a property located at 25 Ford ham 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 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, 2014 and 2013, the amount of note payable was $116,141 and $154,576, respectively. Future obligations for the note payments are as below:

Interest expense of $6,856 and $8,727 was included in finance cost in the statements of operations for the years ended December 31, 2014 and 2013, respectively.

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NOTE 6. STOCKHOLDER’S EQUITY

The Company had 100 authorized shares and 0 outstanding shares with a par value of $0.01 as of December 31, 2014 and 2013.

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

During the years ended December 31, 2014 and 2013, the Company received contribution from officers and Director of the Company to fund for the Company’s operations. The amount funded were $308,784 and $236,647, during 2014 and 2013, respectively. The contributions were recorded under additional paid in capital and summarized as below.

	December 31, 2014		December 31, 2013
Cash contributed by Mr. Wenyi Yu	$	56,106	$	11,000
Cash contributed by Ms. Keren Zhao		98,000		—
Unpaid salary forgiven by Mr. Wenyi Yu		8,564		108,828
Unpaid salary forgiven by Ms. Keren Zhao		12,000		48,000
Expenses paid out of pocket by Mr. Wenyi Yu		134,114		68,819
Total	$	308,784	$	236,647

For the years ended December 31, 2014 and 2013, the Company received cash contribution of $56,106 and $11,000 from Mr. Wenyi Yu, respectively. For the years ended December 31, 2014 and 2013, the Company received cash contribution of $98,000 and $0 from Ms. Keren Zhao, respectively.

During the years ended December 31, 2014 and 2013, the Company received cash from accredited investors amounted 339,950 and 260,000 for the purchase of Company’s shares at $1 per shares. The money received was recorded as shares to be issued as stock certificates has not been issued at December 31, 2014, and 2013.

NOTE 7. INCOME TAXES

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

	December 31, 2014			December 31, 2013
Federal tax rate		34	%		34	%
State tax rate		7.1	%		7.1	%
Difference		0	%		0	%
Effective tax rate		34	%		34	%

As of December 31, 2014, the company has net accumulated operating losses of approximately $837,565 that begin expiring in 2031. 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.

	December 31, 2014			December 31, 2013
Deferred Tax Assets and Liabilities:
Net operating loss carryforwards	$	284,772		$	81,041
Valuation allowance		(284,772	)		(81,041	)
Net deferred tax assets	$	—		$	—

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Note 8. SUBSEQUENT EVENTS

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, 201, 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.

On July 31, 2015, the Company sold its property located at 70 Floss Avenue Buffalo, for $35,000.

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US Export Inc.

Balance Sheets

	March 31,			December 31,
	2015			2014
ASSETS		(Unaudited)

Current Assets
Cash and cash equivalents	$	8,190		$	18,218
Investment		17,244			—
Total Current Assets		25,434			18,218
Property, plant and equipment, net		429,436			432,339
TOTAL ASSETS	$	454,870		$	450,558

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	3,016		$	6,930
Note payable		45,291			45,291
Total Current Liabilities		48,307			52,221

Non-current liabilities
Long-term note payable		60,940			70,850
Total Long-term Liabilities		60,940			70,850

TOTAL LIABILITIES		109,247			123,071

Stockholders’ Equity
Common Stock, $0.00 par value, 30,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2015. $0.00 par value, 100 shares authorized, 0 shares issued and outstanding as of December 31, 2014		—			—
Additional paid in capital		673,908			565,102
Shares to be issued		627,450			599,950
Accumulated deficit		(955,735	)		(837,565	)
Total Stockholders’ Equity		345,623			327,487

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	454,870		$	450,558

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

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US Export Inc.

Statement of Operations

Unaudited

	Three Months Ended
	March 31,
	2015			2014
COSTS AND EXPENSES
Payroll expenses	$	50,505		$	40,380
General & administrative		63,419			28,907
Total operating expenses		113,924			69,287
LOSS FROM OPERATIONS		(113,924	)		(69,287	)
Other Income (Expenses)		(4,246	)		(1,893	)
NET LOSS	$	(118,170	)	$	(71,180	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	—		$	—

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING- BASIC AND DILUTED		—			—

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

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US Export Inc.

STATEMENTS OF CASH FLOWS

Unaudited

	Three Months Ended
	March 31,
	2015			2014

OPERATING ACTIVITIES
Net loss	$	(118,170	)	$	(71,180	)
Add:
Depreciation expenses		2,903			2,609
Unrealized loss on short term investment		2,756			—
Changes in operating assets and liabilities:
Accounts payable		(3,913	)		3,932
NET CASH USED IN OPERATING ACTIVITIES		(116,424	)		(64,640	)

INVESTING ACTIVITIES
Investment		(20,000	)		—
Acquisition of property, plant, and equipment		—			(33,000	)
NET CASH USED IN INVESTING ACTIVITIES		(20,000	)		(33,000	)

FINANCING ACTIVITIES
Payments of note payable		(9,910	)		(9,430	)
Stock subscription received		27,500			130,000
Proceeds from contribution from related parties		108,806			35,985
NET CASH PROVIDED BY FINANCING ACTIVITIES		126,397			156,555

NET CHANGE IN CASH		(10,028	)		58,916
CASH AT BEGINNING OF PERIOD		18,218			56,245

CASH AT END OF PERIOD	$	8,190		$	115,160

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

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US Export, Inc.
Notes To The Unaudited Financial Statements

NOTE 1. BASIS OF PRESENTATIONAND 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 POLICIES

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 three months ended March 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 March 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 $17,244 and $0 as of March 31, 2015 and December 31, 2014, respectively. The Company invested $20,000 and had unrealized loss of $2,756 as of March 31, 2015. The unrealized loss was recorded as other expense.

Property, Plant and equipment

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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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 three months ended March 31, 2015 and 2014.

Notes Payable

Income Taxes

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 three months ended March 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.

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 the financial 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.