RAYONT INC. - Quarter Report: 2013 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to _________
SEC File No. 333-179082
A & C United Agriculture Developing Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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100
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27-5159463
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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IRS I.D.
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Oak Brook Pointe, Suite 500,
700 Commerce Drive, Oak Brook, Illinois
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60523
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number: 630-288-2500
N/A
(Former name, former address and former three months, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o
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 o
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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller Reporting Company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 12, 2013 there were 36,361,495 shares issued and outstanding of the registrant’s common stock.
TABLE OF CONTENTS
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PART I — FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3 | |||
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Item 2.
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Management’s Discussion and Analysis or Plan of Operation.
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4 | |||
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk
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11 | |||
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Item 4.
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Controls and Procedures.
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11 | |||
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PART II — OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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12 | |||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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12 | |||
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Item 3.
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Defaults Upon Senior Securities
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12 | |||
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Item 4.
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Mine Safety Disclosures
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12 | |||
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Item 5.
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Other Information
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12 | |||
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Item 6.
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Exhibits.
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13 | |||
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
Unaudited Financial Statements
As of June 30 2013
3
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Table of Contents
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||||
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Balance Sheet
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F-2 | |||
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Statement of Loss
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F-3 | |||
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Statement of Stockholders Equity
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F-4 | |||
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Statement of Cash Flows
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F-5 | |||
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Notes to Financial Statements
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F-6 | |||
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Exhibit A
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F-16 | |||
F-1
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A & C United Agriculture Developing Inc
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(A Development Stage Enterprise)
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BALANCE SHEET
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June 30
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September 30
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|||||||
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2013
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2012
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|||||||
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ASSETS
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(Unaudited)
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|||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 380,270 | $ | 181,879 | ||||
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Accounts receivable
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127,059 | - | ||||||
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Inventory
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3,083 | 239,000 | ||||||
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Total Current Assets
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$ | 510,412 | $ | 420,879 | ||||
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Other current assets:
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||||||||
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Prepaid expense
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318 | 16,000 | ||||||
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Loan to shareholder
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62,603 | - | ||||||
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Prepaid to Supplier
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18,200 | - | ||||||
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Total Other Current Assets
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$ | 81,121 | $ | 16,000 | ||||
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Property, plant and equipment, net
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$ | 24,485 | $ | - | ||||
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Other assets:
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||||||||
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Deferred interest expense
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316 | - | ||||||
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Total Other Assets
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$ | 316 | $ | - | ||||
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TOTAL ASSETS
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$ | 616,334 | $ | 436,879 | ||||
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LIABILITIES & EQUITY
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Current liabilities:
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||||||||
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Account payable
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$ | 1,422 | $ | 551 | ||||
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Credit card payable
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10,198 | 1,031 | ||||||
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Total current liabilities
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$ | 11,620 | $ | 1,582 | ||||
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Other current liabilities:
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||||||||
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Loan from shareholders
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- | - | ||||||
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Payroll liabilities
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1,382 | - | ||||||
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Unearned revenue
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- | 80,000 | ||||||
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Total other current liabilities
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$ | 1,382 | $ | 80,000 | ||||
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Long term liabilities:
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||||||||
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Car loan
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22,988 | - | ||||||
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Total long term liabilities
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$ | 22,988 | $ | - | ||||
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Total liabilities
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$ | 35,990 | $ | 81,582 | ||||
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Stockholders' Equity:
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||||||||
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Common stock, $0.001 par value;
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500,000,000 shares authorized;
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34,624,495 shares issued and outstanding.
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$ | 36,362 | $ | 34,625 | ||||
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Paid-in capital
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824,088 | 475,325 | ||||||
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Deficit accumulated during the development stage
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(280,413 | ) | (154,860 | ) | ||||
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Accumulated other comprehensive income (loss)
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307 | 207 | ||||||
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Total stockholders' equity
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$ | 580,344 | $ | 355,297 | ||||
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TOTAL LIABILITIES & EQUITY
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$ | 616,334 | $ | 436,879 | ||||
F-2
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A & C United Agriculture Developing Inc
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(A Development Stage Enterprise)
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STATEMENT OF LOSS
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Nine Months
Ended
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Nine Months
Ended
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Three Months
Ended
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Three Months
Ended
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Cumulative from
February 7, 2011 (Date of Inception)
Through
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||||||||||||||||
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June 30
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June 30
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June 30
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June 30
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June 30, | ||||||||||||||||
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2013
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2012
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2013
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2012
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2013
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||||||||||||||||
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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||||||||||||||||
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Revenues
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$ | 623,144 | $ | 98,000 | $ | 9,000 | $ | 98,000 | $ | 801,144 | ||||||||||
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Cost of Goods Sold
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$ | 573,563 | $ | 92,131 | $ | 5,834 | $ | 92,131 | $ | 739,208 | ||||||||||
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Gross Profit
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$ | 49,581 | $ | 5,869 | $ | 3,166 | $ | 5,869 | $ | 61,936 | ||||||||||
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Operating expenses:
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Research and development
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Selling, general and administrative expenses
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$ | 172,413 | $ | 93,042 | $ | 63,683 | $ | 34,923 | $ | 339,620 | ||||||||||
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Depreciation and amortization expenses
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$ | 2,721 | $ | - | $ | 1,360 |
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$ | 2,721 | |||||||||||
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Total Operating Expenses
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$ | 175,134 | $ | 93,042 | $ | 65,043 | $ | 34,923 | $ | 342,341 | ||||||||||
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Operating Loss
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$ | (125,553 | ) | $ | (87,173 | ) | $ | (61,877 | ) | $ | (29,054 | ) | $ | (280,405 | ) | |||||
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Investment income, net
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Interest Expense, net
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$ | - | $ | - | $ | - | $ | - | $ | 8 | ||||||||||
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Loss before income taxes
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$ | (125,553 | ) | $ | (87,173 | ) | $ | (61,877 | ) | $ | (29,054 | ) | $ | (280,413 | ) | |||||
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Income (loss) tax expense
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Net Loss
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$ | (125,553 | ) | $ | (87,173 | ) | $ | (61,877 | ) | $ | (29,054 | ) | $ | (280,413 | ) | |||||
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Net loss per common share- Basics
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
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Net loss per common share- Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
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Other comprehensive income (loss), net of tax:
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||||||||||||||||||||
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Foreign currency translation adjustments
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$ | 100 | $ | - | $ | - | $ | - | $ | 307 | ||||||||||
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Other comprehensive income (loss)
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$ | 100 | $ | - | $ | - | $ | - | $ | 307 | ||||||||||
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Comprehensive Income (Loss)
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$ | (125,453 | ) | $ | (87,173 | ) | $ | (61,877 | ) | $ | (29,054 | ) | $ | (280,106 | ) | |||||
F-3
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A & C United Agriculture Developing Inc
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(A Development Stage Enterprise)
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STATEMENT OF STOCKHOLDERS EQUITY
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The Period February 7, 2011 ( Date of Inception)
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through June 30, 2013
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Deficit
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||||||||||||||||||||||||
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Accumulated
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Accumulated
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|||||||||||||||||||||||
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Additional
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During the
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Other
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Total
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|||||||||||||||||||||
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Common Stock
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Paid-in
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Development
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Comprehensive
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Stockholders'
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||||||||||||||||||||
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Shares
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Amount
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Capital
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Stage
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Income (Loss)
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Equity
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|||||||||||||||||||
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Issuance of common stocks
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to shareholders @0.001 per
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||||||||||||||||||||||||
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share on February 7, 2011
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30,000,000 | $ | 30,000 | $ | - | $ | 30,000 | |||||||||||||||||
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Issuance of common stocks
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to shareholders @0.1 per
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||||||||||||||||||||||||
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share on May 31, 2011
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4,449,495 | $ | 4,450 | $ | 440,500 | $ | 444,950 | |||||||||||||||||
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Adjustment for Exchange
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||||||||||||||||||||||||
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rate changes
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$ | 207 | $ | 207 | ||||||||||||||||||||
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Net loss for the year
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||||||||||||||||||||||||
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ended September 30, 2011
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$ | (37,543 | ) | $ | (37,543 | ) | ||||||||||||||||||
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Balance, September 30, 2011
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34,449,495 | $ | 34,450 | $ | 440,500 | $ | (37,543 | ) | $ | 207 | $ | 437,614 | ||||||||||||
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Issuance of common stocks
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||||||||||||||||||||||||
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to Michael Williams @0.2
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per share on July 16, 2012
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150,000 | $ | 150 | $ | 29,850 | $ | 30,000 | |||||||||||||||||
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Issuance of common stocks
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||||||||||||||||||||||||
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to Pivo Associates Inc @0.2
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||||||||||||||||||||||||
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per share on July 20, 2012
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25,000 | $ | 25 | $ | 4,975 | $ | 5,000 | |||||||||||||||||
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Adjustment for currency rate exchange
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$ | - | $ | - | ||||||||||||||||||||
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Net loss for the year
|
||||||||||||||||||||||||
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ended September 30, 2012
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$ | (117,317 | ) | $ | (117,317 | ) | ||||||||||||||||||
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Balance, September 30, 2012
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34,624,495 | $ | 34,625 | $ | 475,325 | $ | (154,860 | ) | $ | 207 | $ | 355,297 | ||||||||||||
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Issuance of common stocks
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to Shareholders @ 0.2
|
||||||||||||||||||||||||
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per share on December 31,2012
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1,675,000 | $ | 1,675 | $ | 333,325 | $ | 335,000 | |||||||||||||||||
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Issuance of common stocks
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to Shareholders @ 0.25
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||||||||||||||||||||||||
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per share on March 12,2013
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50,000 | $ | 50 | $ | 12,450 | $ | 12,500 | |||||||||||||||||
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Issuance of common stocks
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||||||||||||||||||||||||
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to Blue Future @ 0.25
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per share on April 29,2013
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12,000 | $ | 12 | $ | 2,988 | $ | 3,000 | |||||||||||||||||
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Adjustment for currency rate exchange
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$ | 100 | $ | 100 | ||||||||||||||||||||
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Net loss for nine months
|
||||||||||||||||||||||||
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period ended June 30, 2013
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$ | (125,553 | ) | $ | (125,553 | ) | ||||||||||||||||||
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Balance, June 30, 2013
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36,361,495 | $ | 36,362 | $ | 824,088 | $ | (280,413 | ) | $ | 307 | $ | 580,344 | ||||||||||||
F-4
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A & C United Agriculture Developing Inc
|
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(A Development Stage Enterprise)
|
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Nine Months
Ended
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Nine Months
Ended
|
Three Months
Ended
|
Three Months
Ended
|
Cumulative from February 7, 2011 (Date of Inception) Through
|
||||||||||||||||
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June 30
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June 30
|
June 30
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June 30
|
June 30, | ||||||||||||||||
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2013
|
2012
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2013
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2012
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2013
|
||||||||||||||||
|
(Unaudited)
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(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
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Operating Activities:
|
||||||||||||||||||||
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Net loss
|
$ | (125,553 | ) | $ | (87,173 | ) | $ | (61,877 | ) | $ | (29,054 | ) | $ | (280,413 | ) | |||||
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Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||||||||||
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Non-cash portion of share based professional fee expense
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15,500 | - | 3,000 | - | 84,950 | |||||||||||||||
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Depreciation expenses
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2,721 | - | 1,360 | - | 2,721 | |||||||||||||||
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Deferred interest expense
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(316 | ) | - | 31 | - | (316 | ) | |||||||||||||
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Accounts Receivable
|
(127,059 | ) | - | (100,000 | ) | - | (127,059 | ) | ||||||||||||
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Inventory
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235,917 | - | (3,083 | ) | - | (3,083 | ) | |||||||||||||
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Prepaid expense
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15,682 | 169 | 394 | - | (318 | ) | ||||||||||||||
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Credit card payable
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9,167 | - | 9,915 | - | 10,198 | |||||||||||||||
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Prepaid to supplier
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(18,200 | ) | - | (18,200 | ) | - | (18,200 | ) | ||||||||||||
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Payroll Liabilities
|
1,382 | - | (535 | ) | - | 1,382 | ||||||||||||||
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Unearned Income
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(80,000 | ) | - | - | - | - | ||||||||||||||
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Account payable
|
871 | - | 1,422 | - | 1,422 | |||||||||||||||
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Net cash provided by operating activities
|
$ | (69,888 | ) | $ | (87,004 | ) | $ | 32,427 | $ | (29,504 | ) | $ | (328,716 | ) | ||||||
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Investing Activities:
|
||||||||||||||||||||
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Purchase of property, plant and equipment
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(27,206 | ) | - | - | - | (27,206 | ) | |||||||||||||
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Net cash provided by investing activities
|
$ | (27,206 | ) | $ | - | $ | - | $ | - | $ | (27,206 | ) | ||||||||
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Financing Activities:
|
||||||||||||||||||||
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Loan from shareholders
|
- | 139 | - | (717 | ) | - | ||||||||||||||
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Loan to shareholder
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(62,603 | ) | (7,000 | ) | 7,396 | (7,000 | ) | (62,603 | ) | |||||||||||
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Long Term Loans
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22,988 | - | (2,298 | ) | - | 22,988 | ||||||||||||||
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Proceeds from issuance of common stock
|
335,000 | 5,000 | - | - | 775,500 | |||||||||||||||
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Net cash provided by financing activities
|
$ | 295,385 | $ | (1,861 | ) | $ | (5,098 | ) | $ | (7,717 | ) | $ | 735,885 | |||||||
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Effect of Exchange Rate on Cash
|
$ | 100 | $ | - | $ | - | $ | - | $ | 307 | ||||||||||
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Net increase (decrease) in cash and cash equivalents
|
$ | 198,391 | $ | (88,865 | ) | $ | 37,525 | $ | (36,771 | ) | $ | 380,270 | ||||||||
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Cash and cash equivalents at beginning of the period
|
$ | 181,879 | $ | 435,437 | $ | 342,745 | $ | 383,343 | $ | - | ||||||||||
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Cash and cash equivalents at end of the period
|
$ | 380,270 | $ | 346,572 | $ | 380,270 | $ | 346,572 | $ | 380,270 | ||||||||||
F-5
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION
A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.
A & C United Agriculture Developing Inc., a vertically integrated "seed to table" agriculture company is engaged in standardized vegetable seed-selecting, planting, growing, harvesting, cool chain transportation, processing and final product selling.
Andy Liu and Charlie Huang, our two founders, driven by the sense of mission and duty to provide safe, high-quality and affordable vegetable products in China for her current and future generations, formed the company in state of Nevada, USA at 2011.
The Company, in addition to its existing seeds export from U.S to China, will continue leveraging the resources obtained via strategic alliances in the future on both sides of the Pacific Ocean, and applying America’s advanced agriculture technologies and quality control/ management practices to build and enhance the entire vegetable production chain in China that will also be utilizing large-scale, mechanization and standardization. As a food-safety oriented company, around the production chain, it will be building systems that support the two-way traceability and recall capability for its products to comply with and exceed local and global food safety requirements from field to supermarket, year round.
Development Stage Company
The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, and rising of capital and attempting to raise sales.
NOTE B – SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting. The Company’s fiscal year end is the last day of September 30.
F-6
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
Concentration of credit risk
The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2013, the company had cash and cash equivalents of $ 380,270.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. Expenditures for maintenance and repairs, which do not improve or extend the expected useful lives of the assets, are expensed to operations while major repairs are capitalized.
The vehicle was recorded as fixed asset to depreciate over 5 years with straight line method. In the nine months period ended June 30, 2013, the Company purchased a $ 27,206 passenger vehicle.
As of June 30, 2013, the company has property, plant, and equipment at a net cost of $ 24,485, and $ 2,721 of accumulated depreciation expense was recorded.
Prepaid Expense
The Company prepaid $ 318 other operating expense as of June 30, 2013.
F-7
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.
On July 16, 2012, 150,000 shares were issued to Michael Williams for legal services of $30,000 at $0.20 per share.
On June 20, 2012, 25,000 shares were issued to Pivo Associates for services of $5,000 at $0.20 per share.
On March 12, 2013, 50,000 shares were issued to three shareholders @ $ 0.25 per share for consulting service value $ 12,500.
On April 29, 2013, 12,000 shares were issued to Blue Future, Inc for consulting and advising services of $3,000 at $0.25 per share.
Basics and Diluted Net Loss per Common Share
The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basis and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.
Inventory
As of June 30 2013, the Company has $ 3,083 vegetable seeds in stock.
F-8
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Long Term Liabilities
In December 5th, 2012, the Company purchased a vehicle at a financing amount of $ 27,585.36 with 36 monthly equal payments. As of June 30, 2013, the Company has a net car loan of $ 22,988.
Revenue Recognition
In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 “Revenue Recognition for Sales of Product”, the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met:
|
·
|
The seller’s price to the buyer is substantially fixed or determinable at the date of sale.
|
|
·
|
The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.
|
|
·
|
The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.
|
|
·
|
The buyer acquiring the product for resale has economic substance apart from that provided by the seller.
|
|
·
|
The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.
|
|
·
|
The amount of future returns can be reasonably estimated.
|
Revenues include sales of seeds in Asia, Europe, and North America.
The Company had total revenue of $ 9,000 for the three months period of April 1, 2013 to June 30, 2013, and $ 623,144 for the nine months period of October 1, 2012 to June 30, 2013
Cost of Goods Sold
The Company’s purchase cost is primarily from supplier, U.S seed companies. Based upon management’s experience in the industry, we believe vegetable seeds supply in United State for the varieties we intend to sell is plenty. We believe that with advanced technology and mature global seed accessibility, U.S seed companies can provide the varieties Chinese end users are looking for. We are focused on finding the right variety. We first will collect specifications from Chinese end users, and then we will match them with the variety here. We ask samples or sometimes we purchase small amount of seed. We will then try them in various locations in China at different planting season. The challenge we have is that not all the varieties we may initially select will prove to work in China. The trial cycle can be over a year in some cases.
F-9
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cost of Goods Sold (Continued)
We do not anticipate offering any material right of return on our product although we may reimburse buyers on a case-by-case basis if seed which passed our trials does not perform well for a particular grower through no fault of the grower.
The Company had $ 239,000 inventory as of September 30, 2012.
From the period of October 1, 2012 to March 31, 2013, the Company purchase $ 324,160 vegetable seeds from US suppliers, and a cost amount of $ 563,160 have been sold to China; and there is no inventory on March 31, 2013.
From the period of April 1, 2013 to June 30, 2013, the Company purchase $ 6,319 vegetable seeds from Europe and US suppliers, and a cost amount of $ 3,236 have been sold to China; and there are 3,083 inventories as of June 30, 2013.
For the fiscal quarter ended June 30, 2013, the Company had related cost of goods sold expense and freight cost of $ 2598. For the nine months period ended June 30, 2013, the Company had related cost of goods sold expense and freight cost of $ 7,167.
As a result, a total of $ 5,834 cost of good sold was recorded for the period of April 1, 2013 to June 30, 2013; and $ 573,563 cost of good sold was recorded for the period of October 1, 2012 to June 30, 2013.
Comprehensive Income
The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.
F-10
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Expense
Operation expense consists of selling, general and administrative expenses, and depreciation expense.
For the three months ended June 30, 2013 and 2012, there was a total of $ 65,043 and $ 34,923 operating expenses respectively.
For the nine months ended June 30, 2013 and 2012, there was a total of $ 175,134 and $ 93,042 operating expenses respectively.
For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2013, there was a total of $ 342,341 operating expenses.
The Details were showed in Exhibit A.
Payroll Expense
Started from January 2013, the Company stayed the annually salary amount of Officer Yidan Liu for $ 60,000. The Social Security tax and Medicare tax were paid by both employer and employees in USA; employees also withheld portion of Federal and State tax calculate by each individual’s status. All of the tax was submitted to Internal Revenue Service and local government at a monthly basis.
The total payroll expense for the fiscal quarter ended June 30, 2013 is $16,148, which included the payroll taxes to the government and the net salary to the Officer.
Operating Leases
The Company entered into a lease for its corporate offices in under terms of non-cancelable operating leases. The lease term is from February 24, 2011 through February 29, 2013 and requires a $169 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.
F-11
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:
|
Pronouncement
|
Issued
|
Title
|
||
|
ASC 605
|
October 2009
|
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
|
||
|
ASC 860
|
December 2009
|
Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
|
||
|
ASC 505
|
January 2010
|
Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
|
||
|
ASC 810
|
January 2010
|
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
|
||
|
ASC 718
|
January 2010
|
Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
|
||
|
ASC 820
|
January 2010
|
Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
|
||
|
ASC 810
|
February 2010
|
Consolidation (Topic 810): Amendments for Certain Investment Funds
|
||
|
ASC 815
|
March 2010
|
Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
|
||
|
ASC-310 Receivables
|
July 2010
|
For public entities, the disclosure as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting period ending on or after December 15, 2011.
|
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
F-12
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE C – RELATED PARTY TRANSACTIONS
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of June 30, 2013, total 30,235,000 shares were issued to officers and directors as follows:
|
Name
|
Title
|
Share QTY
|
Amount
|
Purchase Date
|
% of Common Share
|
||||||||||
|
Jun Huang
|
Secretary
|
15,000,000 | $ | 15,000 |
2/7/2011
|
41.25 | % | ||||||||
|
Yidan Liu
|
President
|
15,000,000 | $ | 15,000 |
2/7/2011
|
41.25 | % | ||||||||
|
Ross Rispens
|
Director
|
75,000 | $ | 10,000 |
5/31/2011
|
0.21 | % | ||||||||
|
Xinyu Wang
|
Director
|
10,000 | $ | 1,000 |
5/31/2011
|
0.03 | % | ||||||||
|
Manying Chen
|
Director
|
50,000 | $ | 5,000 |
5/31/2011
|
0.14 | % | ||||||||
|
Minhang Wei
|
Director
|
100,000 | $ | 10,000 |
5/31/2011
|
0.28 | % | ||||||||
|
Total
|
30,235,000 | $ | 56,000 | 83.15 | % | ||||||||||
*Based upon total outstanding shares 36,361,495 as of June 30, 2013.
Loans to Officers
As of June 30, 2013, the Company advanced $ 62,603 to the officer, Jun Huang, for operating, and marketing activity. The outstanding balance is due on demand and no agreement was signed.
NOTE D – SHAREHOLDERS’ EQUITY
Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001.
On February 7, 2011, the Company was incorporated in the State of Nevada.
On February 7, 2011, two founders of the Company, Jun Huang and Yidan Liu purchased 30,000,000 shares at $0.001 per share. The proceeds of $30,000 were received.
On May 31, 2011, additional 4,105,000 shares were issued to 113 shareholders at price of $0.1 per share or $ 410,500 common stock.
F-13
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE D – SHAREHOLDERS’ EQUITY (Continued)
On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.
On July 16, 2012, 150,000 shares were issued to Michael Williams @ $0.2 per share for legal service value $ 30,000.
On July 20, 2012, 25,000 shares were issued to Pivo Associate Inc @ $0.2 per share for consulting service value $ 5,000.
On December 2012, additional 1,175,000 shares were issued to 12 shareholders and at price of $0.2 per share or $ 235,000 common stock.
On December 2012, 500,000 shares were issued to 7 new shareholders at price of $0.2 per share or $ 100,000 common stock.
On March 12, 2013, 50,000 shares were issued to three shareholders @ $0.25 per share for consulting service value $ 12,500.
On April 29, 2013, 12,000 shares were issued to Blue Future, Inc @ $0.25 per share for consulting and advising service value $ 3,000.
Therefore, as of June 30, 2013, there was total of 36,361,495 shares issued and outstanding.
F-14
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE E – GOING CONCERN
The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate and increase sales revenues.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
As of June 30, 2013 the cash and cash equivalent balance was $ 380,270 and there is cumulative net loss of $ 280,412 for the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2013.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
F-15
Exhibit A
|
Nine Months
Ended
|
Nine Months
Ended
|
Three Months
Ended
|
Three Months
Ended
|
Cumulative from
February 7, 2011 (Date of Inception)
Through
|
||||||||||||||||
|
June 30
|
June 30
|
June 30
|
June 30
|
June 30, | ||||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
|
Expense
|
||||||||||||||||||||
|
Bank Service Charges
|
104 | 158 | 17 | 57 | 606 | |||||||||||||||
|
Business Licenses and Permits
|
944 | 1,879 | 844 | 1,305 | 5,628 | |||||||||||||||
|
Meals and Entertainment
|
4,592 | 151 | 2,402 | 150 | 4,866 | |||||||||||||||
|
Membership fee
|
- | 505 | - | 505 | 505 | |||||||||||||||
|
Office Supplies
|
63 | 263 | 15 | 263 | 447 | |||||||||||||||
|
Postage and Delivery
|
347 | 38 | - | 38 | 497 | |||||||||||||||
|
Printing and Reproduction
|
- | 11 | - | - | 136 | |||||||||||||||
|
Auto and Truck Expenses
|
955 | 19 | 909 | 19 | 1,039 | |||||||||||||||
|
Payroll Expenses
|
32,943 | - | 16,148 | - | 32,830 | |||||||||||||||
|
Conference & Meeting
|
1,987 | - | - | - | 1,987 | |||||||||||||||
|
Interest Expense
|
- | - | 32 | - | 63 | |||||||||||||||
|
Utilities
|
41 | - | - | - | 41 | |||||||||||||||
|
Website Expense
|
2,085 | - | - | - | 2,085 | |||||||||||||||
|
Telephone Expense
|
80 | - | - | - | 80 | |||||||||||||||
|
Depreciation Expense
|
2,721 | - | 1,360 | - | 2,721 | |||||||||||||||
|
Insurance Expense
|
860 | - | 394 | - | 860 | |||||||||||||||
|
Marketing and Promotion Expense
|
1,804 | - | 1,804 | - | 1,804 | |||||||||||||||
|
Travel Expense
|
22,214 | 6,472 | 15,107 | 6,473 | 33,163 | |||||||||||||||
|
Professional Fees
|
||||||||||||||||||||
|
Accounting
|
25,000 | 25,000 | - | - | 50,000 | |||||||||||||||
|
Consulting Fees
|
38,160 | - | 13,000 | - | 60,660 | |||||||||||||||
|
Legal Fee
|
26,800 | 45,000 | 10,800 | 15,000 | 120,250 | |||||||||||||||
|
Transfer Agent fees
|
1,025 | 9,000 | - | 9,000 | 1,415 | |||||||||||||||
|
SEC & EDGAR Filling Fee
|
4,582 | 3,010 | 1,530 | 1,603 | 9,155 | |||||||||||||||
|
Professional Fees
|
95,567 | 82,010 | 25,330 | 25,603 | 241,480 | |||||||||||||||
|
Software
|
74 | - | - | - | 394 | |||||||||||||||
|
Rent Expense
|
7,753 | 1,536 | 681 | 510 | 11,109 | |||||||||||||||
|
Total Expense
|
175,134 | 93,042 | 65,043 | 34,923 | 342,341 | |||||||||||||||
F-16
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.
A & C United Agriculture Developing Inc., a vertically integrated "seed to table" agriculture company is engaged in standardized vegetable seed-selecting, planting, growing, harvesting, cool chain transportation, processing and final product selling.
Andy Liu and Charlie Huang, our two founders, driven by the sense of mission and duty to provide safe, high-quality and affordable vegetable products in China for her current and future generations, formed the company in state of Nevada, USA at 2011.
The Company, in addition to its existing seeds export from U.S to China, will continue leveraging the resources obtained via strategic alliances in the future on both sides of the Pacific Ocean, and applying America’s advanced agriculture technologies and quality control/management practices to build and enhance the entire vegetable production chain in China that will also be utilizing large-scale, mechanization and standardization. As a food-safety oriented company, around the production chain, it will be building systems that support the two-way traceability and recall capability for its products to comply with and exceed local and global food safety requirements from field to supermarket, year round.
While the Company is focusing on providing safe, fresh quality products that are easy to use, appetizing and nutritious, it commits not to compromise quality or harm the environment and ecosystems.
4
Current and Future Planned Operational Activities
In the fiscal quarter ended June 30, 2013, we have made $9,000 seed sales. Our revenue generation declined this quarter because we shifted our resources to focus on fundraising activities. Management has spent a considerable amount of time traveling and meeting potential investors.
The main focus of the management team during this fiscal quarter is to raise capital in order to acquire the Fugou project. We have met with a number of potential funding sources but as of the date of the filing of this report, we have no binding agreement, commitment or understanding with any third party to secure for us or provide us with funding.
A&C has signed a letter of intent with Dr. Krystyna M. Ladd, carrot breeder of Integra Hybrids, LLC. located in California. However, we have no binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates to develop the carrot market in China or undertake any other activities. There is no assurance that we will ever have a binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates or that we will develop the carrot market in China or undertake any other similar activities.
We continue to meet vegetable producers, growers, freezers and processors in California but as of the date of the filing of this report, we have no binding agreement, commitment or understanding with any of them and may never have any such binding agreement, commitment or understanding with any of them in the future.
Charlie attended the 13th annual “Conference on Overseas Chinese Pioneering and Developing in China” in Wuhan, Hubei (http://www.hch.org.cn/). Charlie attended vegetable conferences and shows in Guangxi and Hunan provinces.
During the next 12 months, we anticipate engaging in the following operational activities, although we may vary our plans depending upon operational conditions:
Milestone Table
|
Event
|
Actions
|
Anticipated Time Frame
|
Total estimated cost
|
|||||
|
Continue due diligence of the Fugou Project [1]
|
Conduct meetings with the local government and possible strategic partner
|
By September 30th, 2013
|
$
|
5,000
|
||||
|
Raise $2 million or more from institutional and/or retail investors [2]
|
Marketing, conduct meetings roadshows
|
By December 31st, 2013
|
$
|
20,000
|
||||
[1] The Fugou project is 400 acre farmland project already started by the local government and a potential strategic partner. The intention of the parties is to make this project a leading vegetable-production-chain demonstration project not only in the province but nationwide in China. The total investment was estimated to be $10 million in the next 3 years. This project, after all investments are in place and the project is completed, will include the entire “Seed to Table” nodes, i.e. refrigerated warehouse, vegetable processing plants, database and software system to support product traceability, equipment and machinery and management systems of fertilizer, pest control and quality control. We have no binding agreement with the local government, a potential strategic partner or any other party concerning this project and there is no assurance that we will ever proceed with this project.
5
[2] We have no contract, agreement or commitment with any party to raise these funds or invest in the Company. The estimated cost does not include any fees or commissions we may have to pay in connection with any fundraising activities. However, there is a written memorandum between the parties indicating that once we register our legal subsidiary in China, which is currently in process, and make the required investment, currently not set but anticipated to be at least $2 million, we will assume all the rights and obligations of the non-governmental party to the memorandum. We anticipate that we will enter into a formal binding agreement if and at such time as we make an investment and become a formal, legal party to project. As of June 30, 2013 all prerequisites are complete in order for A&C to start the registration process. A&C’s management team is going to start the company set up in August.
As described in “Liquidity and Capital Resources,” below, we currently have sufficient cash resources to fund all of the anticipated obligations in the chart but not the amounts set forth in footnotes one and two of the chart.
Results of Operations
For the fiscal quarter ended June 30, 2013 vs. 2012
Revenue
There was $ 9,000 and $ 98,000 revenue generated for the fiscal quarter ended June 30, 2013 and 2012. Our revenue generation declined this quarter because company has shifted focus to fundraising activities rather than product sales.
Cost of Revenue
There was $5,834 and $92,121 cost of goods sold incurred for the fiscal quarter ended June 30, 2013 and 2012 respectively. The cost of goods sold declined due to the decreasing of revenue.
Expense
Our expenses consist of selling, general and administrative expenses and depreciation expense as follows:
For the fiscal quarter ended June 30, 2013 and 2012, there was a total of $65,043 and $34,923 operating expenses respectively. $25,330 out of the total $65,043 was professional service fee due to company listing and filling, and $25,603 out of the total $34,923 was professional service fee due to company listing and filling.
For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2013, there was a total of $342,341 operating expenses.
6
|
Cumulative from
|
|||||||||||||
|
Three Months Ended
|
Three Months Ended
|
February 7, 2011 (Date of Inception)
|
|||||||||||
|
June 30
|
June 30
|
Through
|
|||||||||||
|
2013
|
2012
|
June 30, 2013
|
|||||||||||
| Expense | |||||||||||||
|
Bank Service Charges
|
17 | 57 | 606 | ||||||||||
|
Business Licenses and Permits
|
844 | 1,305 | 5,628 | ||||||||||
|
Meals and Entertainment
|
2,402 | 150 | 4,866 | ||||||||||
|
Membership fee
|
- | 505 | 505 | ||||||||||
|
Office Supplies
|
15 | 263 | 447 | ||||||||||
|
Postage and Delivery
|
- | 38 | 497 | ||||||||||
|
Printing and Reproduction
|
- | - | 136 | ||||||||||
|
Auto and Truck Expenses
|
909 | 19 | 1,039 | ||||||||||
|
Payroll Expenses
|
16,148 | - | 32,830 | ||||||||||
|
Conference & Meeting
|
- | - | 1,987 | ||||||||||
|
Interest Expense
|
32 | - | 63 | ||||||||||
|
Utilities
|
- | - | 41 | ||||||||||
|
Website Expense
|
- | - | 2,085 | ||||||||||
|
Telephone Expense
|
- | - | 80 | ||||||||||
|
Depreciation Expense
|
1,360 | - | 2,721 | ||||||||||
|
Insurance Expense
|
394 | - | 860 | ||||||||||
|
Marketing and Promotion Expense
|
1,804 | - | 1,804 | ||||||||||
|
Travel Expense
|
15,107 | 6,473 | 33,163 | ||||||||||
|
Professional Fees
|
|||||||||||||
|
Accounting
|
- | - | 50,000 | ||||||||||
|
Consulting Fees
|
13,000 | - | 60,660 | ||||||||||
|
Legal Fee
|
10,800 | 15,000 | 120,250 | ||||||||||
|
Transfer Agent fees
|
- | 9,000 | 1,415 | ||||||||||
|
SEC & EDGAR Filling Fee
|
1,530 | 1,603 | 9,155 | ||||||||||
| Professional Fees | 25,330 | 25,603 | 241,480 | ||||||||||
|
Software
|
- | - | 394 | ||||||||||
|
Rent Expense
|
681 | 510 | 11,109 | ||||||||||
|
Total Expense
|
65,043 | 34,923 | 342,341 | ||||||||||
7
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the fiscal quarter ended June 30, 2013 due to the net operation loss in the USA.
Net Loss
We incurred net losses of $ 61,877 and $29,054 for the fiscal quarter ended June 30, 2013 and 2012, and net losses of $280,412 for period from February 7, 2011 to June 30, 2013.
For the nine months ended June 30, 2013 vs. 2012
Revenue
There was $623,144 and $ 98,000 revenue generated for the nine months ended June 30, 2013 and 2012 as we commenced selling seeds in nine months ended June 30, 2013.
Cost of Revenue
There was $573,563 and $ 92,131 cost of goods sold incurred for the nine months ended June 30, 2013 and 2012 respectively as we commenced selling seeds in nine months ended June 30, 2013.
Expense
Our expenses consist of selling, general and administrative expenses and depreciation expense as follows:
For the nine months ended June 30, 2013 and 2012, there was a total of $175,134 and $93,042 operating expenses respectively. $95,567 out of the total $175,134 was professional service fee due to company listing and filling, and $82,010 out of the total $93,042 was professional service fee due to company listing and filling.
Started from January 2013, the Company started to pay annual salary to President Yidan Liu for $ 60,000. The total payroll expense for the nine months period ended June 30, 2013 is $ 32,943, which included the payroll taxes paid to government and net salary to Yidan Liu.
For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2013, there was a total of $342,341 operating expenses.
8
|
Cumulative from
|
|||||||||||||
|
Nine Months Ended
|
Nine Months Ended
|
February 7, 2011 (Date of Inception)
|
|||||||||||
|
June 30
|
June 30
|
Through
|
|||||||||||
|
2013
|
2012
|
June 30, 2013
|
|||||||||||
| Expense | |||||||||||||
|
Bank Service Charges
|
104 | 158 | 606 | ||||||||||
|
Business Licenses and Permits
|
944 | 1,879 | 5,628 | ||||||||||
|
Meals and Entertainment
|
4,592 | 151 | 4,866 | ||||||||||
|
Membership fee
|
- | 505 | 505 | ||||||||||
|
Office Supplies
|
63 | 263 | 447 | ||||||||||
|
Postage and Delivery
|
347 | 38 | 497 | ||||||||||
|
Printing and Reproduction
|
- | 11 | 136 | ||||||||||
|
Auto and Truck Expenses
|
955 | 19 | 1,039 | ||||||||||
|
Payroll Expenses
|
32,943 | - | 32,830 | ||||||||||
|
Conference & Meeting
|
1,987 | - | 1,987 | ||||||||||
|
Interest Expense
|
- | - | 63 | ||||||||||
|
Utilities
|
41 | - | 41 | ||||||||||
|
Website Expense
|
2,085 | - | 2,085 | ||||||||||
|
Telephone Expense
|
80 | - | 80 | ||||||||||
|
Depreciation Expense
|
2,721 | - | 2,721 | ||||||||||
|
Insurance Expense
|
860 | - | 860 | ||||||||||
|
Marketing and Promotion Expense
|
1,804 | - | 1,804 | ||||||||||
|
Travel Expense
|
22,214 | 6,472 | 33,163 | ||||||||||
|
Professional Fees
|
|||||||||||||
|
Accounting
|
25,000 | 25,000 | 50,000 | ||||||||||
|
Consulting Fees
|
38,160 | - | 60,660 | ||||||||||
|
Legal Fee
|
26,800 | 45,000 | 120,250 | ||||||||||
|
Transfer Agent fees
|
1,025 | 9,000 | 1,415 | ||||||||||
|
SEC & EDGAR Filling Fee
|
4,582 | 3,010 | 9,155 | ||||||||||
| Professional Fees | 95,567 | 82,010 | 241,480 | ||||||||||
|
Software
|
74 | - | 394 | ||||||||||
|
Rent Expense
|
7,753 | 1,536 | 11,109 | ||||||||||
|
Total Expense
|
175,134 | 93,042 | 342,341 | ||||||||||
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the nine months ended June 30, 2013 due to the net operation loss in the USA.
9
Net Loss
We incurred net losses of $125,553 and $ 87,173 for the nine months ended June 30, 2013 and 2012, and net losses of $280,412 for period from February 7, 2011 to June 30, 2013.
Liquidity and Capital Resources
|
At June 30
|
At June 30
|
At September 30
|
||||||||||
|
2013
|
2012
|
2012
|
||||||||||
|
Current Ratio*
|
17.13 | 112.93 | 5.36 | |||||||||
|
Cash
|
$ | 380,270 | $ | 346,572 | $ | 181,879 | ||||||
|
Working Capital***
|
$ | 578,531 | $ | 350,441 | $ | 355,297 | ||||||
|
Total Assets
|
$ | 616,334 | $ | 353,572 | $ | 436,879 | ||||||
|
Total Liabilities
|
$ | 35,990 | $ | 3,131 | $ | 81,582 | ||||||
|
Total Equity
|
$ | 580,344 | $ | 379,495 | $ | 355,297 | ||||||
|
Total Debt/Equity**
|
0.06 | 0.01 | 0.23 | |||||||||
*Current Ratio = Current Assets /Current Liabilities.
** Total Debt / Equity = Total Liabilities / Total Shareholders’ Equity.
*** Working Capital = Current Assets - Current Liabilities.
The Company had cash and cash equivalents of $380,270 and $346,572 at fiscal quarter ended June 30, 2013 and 2012 and the working capital of $578,531 and $350,441 with liabilities of $35,990 and $3,131.
As of June 30, 2013, we have $380,270 in cash. As shown in the Milestone Table above, we need a minimum of approximately $25,000 in funds to finance our business in the next 12 months. This amount does not include all our costs which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be approximately $75,000 annually. Accordingly, we estimate our total need for funds for operations in the next 12 months is $120,000. Accordingly, as we anticipate an average monthly burn rate of no more than $10,000 during the next 12 months, we believe we have sufficient cash available to fund all of our operational and SEC filing needs during the next 12 months.
10
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at June 30, 2013 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer/ Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, at June 30, 2013, our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
11
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceed
During the three months ended June 30, 2013, we issued total 12,000 shares valued at $.25/share to Blue Future Inc. for their public relations consulting services.
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents. We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.
We believed that Section 4(2) of the Securities Act of 1933 was available because:
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions.
|
|
·
|
Restrictive legends were and will be placed on all certificates issued as described above.
|
|
·
|
The distribution did not involve general solicitation or advertising.
|
|
·
|
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.
|
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
Not applicable.
12
Item 6. Exhibits.
|
(a)
|
Exhibits.
|
|
Exhibit No.
|
Document Description
|
|
|
10.1
|
Letter of intent with Dr. Krystyna M. Ladd, carrot breeder of Integra Hybrids, LLC
|
|
|
31.1
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
32.1 *
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
|
101.INS
|
XBRL Instance Document**
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
____________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
A & C United Agriculture Developing Inc.,
a Nevada corporation
|
Title
|
Name
|
Date
|
Signature
|
|||
|
Principal Executive Officer
|
Yidan (Andy) Liu
|
August 13, 2013
|
/s/ Yidan (Andy) Liu
|
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
|
/s/ Yidan (Andy) Liu
|
Yidan (Andy) Liu
|
Principal Executive Officer,
|
August 13, 2013
|
|||
|
Principal Financial Officer and
Principal Accounting Officer
|
14
EXHIBIT INDEX
|
Exhibit No.
|
Document Description
|
|
|
10.1
|
Letter of intent with Dr. Krystyna M. Ladd, carrot breeder of Integra Hybrids, LLC
|
|
|
31.1
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
|
|
|
32.1 *
|
CERTIFICATION of CEO/CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
|
|
Exhibit 101
|
Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
|
|
|
101.INS
|
XBRL Instance Document**
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document**
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document**
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document**
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document**
|
____________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
15