UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2018

OR

[ ] 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: 333-220851

EDGAR EXPRESS, INC.

(Name of Small Business Issuer in Its Charter)

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 past 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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No []

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of May 14, 2018, the Company had outstanding 11,700,000 shares of common stock, par value $0.001 per share.

PART I

FINANCIAL INFORMATION

The Financial Statements of the Company are prepared as of March 31, 2018.

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

EDGAR EXPRESS, INC. AND SUBSIDIARIES

Notes to the Financial Statements

March 31, 2018

(Unaudited)

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

a. Organization and Description of Business

The Company was organized in the State of Utah on July 11, 2007 and reincorporated on March 20, 2014. The Company is a full XML, XBRL and HTML compliant EDGAR and XBRL filing company. The Company provides these filing services to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. The Company utilizes third-party software to render word-processed documents, spreadsheets, and other items in a format acceptable to the SEC’s EDGAR system. In addition, the Company is able to modify Securities Act filings and Exchange Act reports in XBRL format to assist its customers in complying with the SEC’s XBRL requirements applicable to certain filings and reports.

b. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.

c. Interim Financial Statements

The interim financial statements as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three months ended March 31, 2018 are not necessarily indicative of results that may be expected for the year ending December 31, 2018.

d. Cash and Cash Equivalents

Cash Equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

e. Estimates

The preparation of financial statements in conformity with accounting principles generally accepted 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.

f. Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer financial condition, collection history and the aging of the related accounts receivable. A significant number of the Company’s customers are affiliated entities with a history of operating losses and limited cash flow. In addition, certain individuals affiliated with the Company have a history of facilitating the sale of the ownership control in those affiliated customer entities, at which time proceeds from the sale of the ownership control in the entity provides funds for the Company to collect past due receivables from services (See Note 6).

g. Revenue Recognition

Revenue from services is recognized upon completion of respective customer filings with the SEC. Revenue is not recognized unless all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery of services has occurred.

h. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense for all periods presented was $-0-.

i. Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock issued and outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

j. Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

k. Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

l. Financial Instruments

The Company follows FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

- Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

- Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

- Level 3 inputs to valuation methodology are unobservable and significant to the fair value measurement.

The carrying amounts reported in the balance sheets for cash, accounts receivable, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Chene C. Gardner & Associates, Inc. is controlled by Chene Gardner, Founder and Chief Executive Officer of the Company from March 20, 2014 to June 1, 2015. Chene C. Gardner & Associates, Inc. has provided accounting services to the Company for accrued compensation of $1,250 per quarter commencing January 1, 2015 (reflected in the Statements of Operations within professional fees expense).

The rent is due Acadia Properties, LLC pursuant to a Sublease Agreement dated January 1, 2015. The term of the agreement is month to month and provides for rent of $500 per month. Acadia Properties, LLC is controlled by Kenneth I. Denos (See Notes 3, 4 and 6).

NOTE 3 - LOANS PAYABLE

The loans payable to Kenneth I. Denos P.C. and Acadia Group, Inc. are non-interest bearing and are due on demand. Kenneth I. Denos P.C. and Acadia Group, Inc. are controlled by Kenneth I. Denos (See notes 4 and 6).

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following: 

NOTE 5 - COMMON STOCK TRANSACTIONS

On March 20, 2014, the Company issued 10,100,000 restricted shares of common stock to Mary Foster, Chief Executive Officer of the Company (10,000,000 shares) and Chene Gardner, former Chief Executive Officer of the Company (100,000 shares) for services rendered. The shares were valued at $10,100 and charged to Company operations at that date.

On October 1, 2016, the Company issued 250,000 restricted shares of common stock for legal services rendered to the Company. The $5,000 fair value ($0.02 per share) of the 250,000 shares of common stock was expensed as professional fees in the three months ended December 31, 2016.

On July 1, 2017, the Company issued 100,000 shares of common stock to Brandon Pehrson for his services as an independent Director of the Company. The $2,000 fair value ($0.02 per share) of the 100,000 shares of common stock was expensed as other operating expenses in the three months ended September 30, 2017.

From July 13, 2017 to July 28, 2017, the Company sold a total of 1,250,000 restricted shares of common stock to 32 investors at $0.02 per share for total cash consideration of $25,000.

NOTE 6 - CONCENTRATIONS AND RELATED PARTY TRANSACTIONS

Accounts receivable, net, consists of:

Service revenues consist of:

The provisions for doubtful accounts consist of:

The compensation and payroll taxes expense in the Statements of Operations for the three months ended March 31, 2018 and 2017 were paid to the brother of Kenneth I. Denos.

NOTE 7 - INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10.  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At March 31, 2018 the Company had net operating loss carryforwards of approximately $415,000 that may be offset against future taxable income through 2038. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use in the future.

Net deferred tax assets consist of the following components:

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate (21% in 2018; 34% in 2017) to pretax income due to the following:

For all periods presented, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  For all periods presented, the Company had no accrued interest or penalties.

All tax years remain subject to examination by major taxing jurisdictions.

NOTE 8 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at March 31, 2018 of $433,660, has negative working capital, and negative cash flows from operations, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

The Company believes these conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan.

We expect to rely on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to increase and develop our business, but we cannot assure you that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of Edgar Express, Inc. (hereafter, the “Company,” “we,” “our,” or “us”) should be read in conjunction with the Unaudited Financial Statements and related Notes thereto included herein. This discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company’s expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language. Actual results could differ materially from those projected in the forward looking statements. Prospective investors should carefully consider the information set forth herein, and the Company cautions investors that its business and financial performance is subject to substantial risks and uncertainties.

Overview

We were organized in the State of Utah on March 20, 2014 as Acadia Technologies, Inc. The Company’s initial business model included outsourced tech support services in addition to its current suite of regulatory services comprising administrative support, merchant and regulatory filing services to include full service XML, XBRL and HTML compliant EDGAR and XBRL filings. The Company changed its name to Edgar Express, Inc. on September 15, 2016. Regulatory filing services, which comprise the bulk of our revenue at this time, are provided to a limited number of small public companies that are required to file reports with the SEC pursuant to the Securities Exchange Act of 1934 (“Exchange Act”), or file registration statements or other documents with the SEC pursuant to the Securities Act. Our business office and mailing address is 11650 South State Street, Suite 240, Draper, Utah 84020. Our telephone number is (801) 816-2524. You can find out more about our Company on our website located at www.edgarexpress.com.

General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the three month periods ended March 31, 2018 and 2017.

Revenues. The Company generated net revenues of $13,395 during the three months ended March 31, 2018 compared to $7,804 during the three months ended March 31, 2017. The increase is the result of increased services related to Edgar filings with the Securities and Exchange Commission.

Cost of Sales. Our cost of sales was $-0- during the three months ended March 31, 2018 and 2017.

Compensation and payroll taxes. Compensation and payroll taxes were $14,588 during the three months ended March 31, 2018 compared to $14,187 during the three months ended March 31, 2017.

Professional Fees. Professional fees were $3,938 during the three months ended March 31, 2018 compared to $1,250 during the three months ended March 31, 2017. Professional fees consist of audit and accounting fees associated with the Company filings with the Securities and Exchange Commission.

Rent. Rent expense for both the three months ended March 31, 2018 and 2017 was $1,500.

Provision for doubtful accounts. Provision for doubtful accounts was $711 for the three months ended March 31, 2018 compared to $-0- for the three months ended March 31, 2017.

Other Operating Expenses. Other operating expenses were $359 during the three months ended March 31, 2018 compared to $161 during the three months ended March 31, 2017.

Other Income (Expense). The Company had net other expenses of $6,110 during the three months ended March 31, 2018 compared to $6,209 during the three months ended March 31, 2017. Other expenses incurred were comprised of interest expenses related to promissory notes issued by the Company.

Net Loss. The Company had a net loss of $13,811 during the three months ended March 31, 2018 compared to $15,503 during the three months ended March 31, 2017.

Liquidity and Capital Resources

As of March 31, 2018, our primary source of liquidity consisted of $245 in cash and cash equivalents. We hold our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in a total stockholders’ deficit at March 31, 2018 of $391,560 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We anticipate a net loss for the year ending December 31, 2018 and with the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.

There is presently no agreement in place with any source of financing for the Company and we cannot assure you that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause us to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Critical accounting policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Our accounting policies are described in Note 2 to our audited financial statements for 2017 appearing in our Annual Report on Form 10-K for the year ended December 31, 2017.

Recent accounting pronouncements

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our future financial statements upon adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

As of March 31, 2018, the end of our first quarter, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our board of directors has only two members. We do not have a formal audit committee.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2018 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 20, 2014, the Company issued 100,000 shares of its common stock to Chene Gardner, our former Chief Executive Officer from March 20, 2014 to June 1, 2015, for services rendered to the Company.

On March 20, 2014, the Company issued 10,000,000 shares of its common stock to Mary Foster, our current Chief Executive Officer for services rendered the Company.

On October 1, 2016, the Company issued 250,000 shares of its common stock to John D. Thomas for legal services rendered to the Company valued at a price of $0.02 per share or $5,000.

On July 1, 2017, the Company issued 100,000 shares of its common stock to Brandon Pehrson for his services as an independent Director of the Company valued at a price of $0.02 per share or $2,000.

On July 13, 2017, the Company issued 50,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $1,000.

On July 14, 2017, the Company issued 375,000 shares of its common stock to 11 individuals at a price of $0.02 per share or an aggregate of $7,500.

On July 16, 2017, the Company issued 25,000 shares of its common stock to an individual at a price of $0.02 per share or $500.

On July 17, 2017, the Company issued 250,000 shares of its common stock to 5 individuals at a price of $0.02 per share or an aggregate of $5,000.

On July 18, 2017, the Company issued 150,000 shares of its common stock to 4 individuals at a price of $0.02 per share or an aggregate of $3,000.

On July 19, 2017, the Company issued 100,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $2,000.

On July 20, 2017, the Company issued 100,000 shares of its common stock to 2 individuals at a price of $0.02 per share or an aggregate of $2,000.

On July 26, 2017, the Company issued 50,000 shares of its common stock to an individual at a price of $0.02 per share or $1,000.

On July 27, 2017, the Company issued 50,000 shares of its common stock to an individual at a price of $0.02 per share or $1,000.

On July 28, 2017, the Company issued 100,000 shares of its common stock to 3 individuals at a price of $0.02 per share or an aggregate of $2,000.

With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this Form 10-Q:

(1) - filed with Form S-1 October 5, 2017

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.