Annual Statements Open main menu

RAYONT INC. - Quarter Report: 2015 June (Form 10-Q)

acug_10q.htm

 

 

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, 2015 

 

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)

 

Nevada

100

27-5159463

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

IRS I.D.

 

Oak Brook Pointe, Suite 500,

700 Commerce Drive, Oak Brook, Illinois

60523

(Address of principal executive offices)

(Zip Code)

 

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. 

 

Large accelerated filer 

o

Accelerated filer 

o

Non-accelerated filer 

o

Smaller Reporting Company 

x

 

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 11, 2015 there were 36,731,495 shares issued and outstanding of the registrant's common stock.

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

Item 1. 

Financial Statements.

3

Item 2. 

Management's Discussion and Analysis or Plan of Operation. 

19

Item 3. 

Quantitative and Qualitative Disclosure about Market Risk 

23

 

Item 4. 

Controls and Procedures. 

23

PART II - OTHER INFORMATION

Item 1. 

Legal Proceedings. 

24

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds. 

24

Item 3. 

Defaults Upon Senior Securities.

24

Item 4. 

Mine Safety Disclosures.

24

Item 5. 

Other Information.

24

Item 6. 

Exhibits. 

25

 

 
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, 2015

 

Table of Contents

 

Balance Sheet

 

 

4

 

  

Statement of Loss

 

 

5

 

   

Statement of Stockholders Equity

 

 

6

 

   

Statement of Cash Flows

 

 

7

 

   

Notes to Financial Statements

 

 

8

 

      
Exhibit A

 

 

18

 

 

 
3
 

 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)


BALANCE SHEET

 

 

 

June 30,
2015

 

 

September 30,
2014

 

ASSETS 

 

 

 

(audited)

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents 

 

$ 125,922

 

 

$ 69,501

 

Accounts receivable 

 

 

220,000

 

 

 

190,000

 

Inventory

 

 

143,769

 

 

 

245,525

 

Total Current Assets 

 

$ 489,691

 

 

$ 505,026

 

Other current assets: 

 

 

 

 

 

 

 

 

Prepaid expense

 

$ 309

 

 

$ 309

 

Advances to officer

 

 

-

 

 

 

25,645

 

Total Other Current Assets 

 

$ 309

 

 

$ 25,954

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net 

 

$ 13,603

 

 

$ 17,684

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

Deferred interest expense

 

 

63

 

 

 

158

 

Total Other Assets

 

$ 63

 

 

$ 158

 

TOTAL ASSETS

 

$ 503,666

 

 

$ 548,822

 

 

 

 

 

 

 

 

 

 

LIABILITIES & EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Account payable

 

$ 118,272

 

 

$ 86,000

 

Credit card payable

 

 

7,171

 

 

 

4,297

 

Total current liabilities

 

$ 125,443

 

 

$ 90,297

 

Other current liabilities:

 

 

 

 

 

 

 

 

Loan from shareholders

 

$ 38,170

 

 

$ 5,406

 

Accrued Expenses Liability

 

 

1,790

 

 

 

2,119

 

Total other current liabilities

 

$ 39,960

 

 

$ 7,525

 

Long term liabilities:

 

 

 

 

 

 

 

 

Car loan

 

 

4,597

 

 

 

11,494

 

Total long term liabilities 

 

$ 4,597

 

 

$ 11,494

 

 

 

 

 

 

 

 

 

 

Total liabilities 

 

$ 170,000

 

 

$ 109,316

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:  

 

 

 

 

 

 

 

 

Common stock, $0.001 par value; 500,000,000 shares authorized; 36,731,495 shares issued and outstanding.

 

$ 36,732

 

 

$ 36,612

 

Paid-in capital

 

 

885,718

 

 

 

873,838

 

Deficit accumulated during the development stage  

 

 

(587,692 )

 

 

(471,232 )

Accumulated other comprehensive income (loss) 

 

 

(1,092 )

 

 

288

 

Total stockholders' equity

 

$ 333,666

 

 

$ 439,506

 

TOTAL LIABILITIES & EQUITY

 

$ 503,666

 

 

$ 548,822

 

 

 
4
 

 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)


STATEMENT OF LOSS

 

 

 

Nine Months
Ended
June 30

 

 

Nine Months

Ended
June 30

 

 

Three Months
Ended

June 30

 

 

Three Months
Ended
June 30

 

 

Cumulative from February 7, 2011 (Date of Inception) Through
June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenues

 

$ 687,896

 

 

$ 361,870

 

 

$ 306,260

 

 

$ -

 

 

$ 2,445,493

 

Cost of Goods Sold

 

$ 611,052

 

 

$ 324,538

 

 

$ 269,296

 

 

$ -

 

 

$ 2,208,174

 

Gross Profit

 

$ 76,844

 

 

$ 37,332

 

 

$ 36,964

 

 

$ -

 

 

$ 237,319

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Selling, general and administrative expenses 

 

$ 189,223

 

 

$ 188,017

 

 

$ 57,923

 

 

$ 40,008

 

 

$ 811,400

 

Depreciation and amortization expenses

 

$ 4,081

 

 

$ 4,081

 

 

$ 1,360

 

 

$ 1,360

 

 

$ 13,603

 

Total Operating Expenses

 

$ 193,304

 

 

$ 192,098

 

 

$ 59,283

 

 

$ 41,368

 

 

$ 825,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

$ (116,460 )

 

$ (154,766 )

 

$ (22,319 )

 

$ (41,368 )

 

$ (587,684 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income, net 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Interest Expense, net 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ 8

 

Income (Loss) before income taxes 

 

$ (116,460 )

 

$ (154,766 )

 

$ (22,319 )

 

$ (41,368 )

 

$ (587,692 )

Income (Loss) tax expense 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Net Income (Loss) 

 

$ (116,460 )

 

$ (154,766 )

 

$ (22,319 )

 

$ (41,368 )

 

$ (587,692 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share- Basics 

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.02 )

Net income (loss) per common share- Diluted 

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

$ (1,380 )

 

$ (19 )

 

$ (1,380 )

 

$ -

 

 

$ (1,092 )

Other comprehensive income (loss)

 

$ (1,380 )

 

$ (19 )

 

$ (1,380 )

 

$ -

 

 

$ (1,092 )

Comprehensive Income (Loss) 

 

$ (117,840 )

 

$ (154,785 )

 

$ (23,699 )

 

$ (41,368 )

 

$ (588,784 )

 

 
5
 

 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)


STATEMENT OF STOCKHOLDERS EQUITY
The Period February 7, 2011 ( Date of Inception)
through June 30, 2015

   

 

Additional

 

 

Deficit

Accumulated

During the

 

 

Accumulated

Other

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Development

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stage

 

 

Income (Loss)

 

 

Equity

 

Issuance of common stocks to shareholders @0.001 per share on February 7, 2011 

 

 

30,000,000

 

 

$ 30,000

 

 

$ -

 

 

 

 

 

 

 

 

$ 30,000

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to shareholders @0.1 per share on May 31, 2011 

 

 

4,449,495

 

 

$ 4,450

 

 

$ 440,500

 

 

 

 

 

 

 

 

$ 444,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for Exchange rate changes 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 207

 

 

$ 207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended September 30, 2011 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (37,543 )

 

 

 

 

 

$ (37,543 )

Balance, September 30, 2011 

 

 

34,449,495

 

 

$ 34,450

 

 

$ 440,500

 

 

$ (37,543 )

 

$ 207

 

 

$ 437,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Michael Williams @0.2 per share on July 16, 2012 

 

 

150,000

 

 

$ 150

 

 

$ 29,850

 

 

 

 

 

 

 

 

 

 

$ 30,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Pivo Associates Inc @0.2 per share on July 20, 2012

 

 

25,000

 

 

$ 25

 

 

$ 4,975

 

 

 

 

 

 

 

 

 

 

$ 5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (117,317 )

 

 

 

 

 

$ (117,317 )

Balance, September 30, 2012 

 

 

34,624,495

 

 

$ 34,625

 

 

$ 475,325

 

 

$ (154,860 )

 

$ 207

 

 

$ 355,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Shareholders @ 0.2 per share on December 31, 2012

 

 

1,675,000

 

 

$ 1,675

 

 

$ 333,325

 

 

 

 

 

 

 

 

 

 

$ 335,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Shareholders @ 0.25 per share on March 12, 2013 

 

 

50,000

 

 

$ 50

 

 

$ 12,450

 

 

 

 

 

 

 

 

 

 

$ 12,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Blue Future @ 0.25 per share on April 29, 2013 

 

 

12,000

 

 

$ 12

 

 

$ 2,988

 

 

 

 

 

 

 

 

 

 

$ 3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ 100

 

 

$ 100

 

Net loss for the year ended September 30, 2013 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (133,046 )

 

 

 

 

 

$ (133,046 )

Balance, September 30, 2013 

 

 

36,361,495

 

 

$ 36,362

 

 

$ 824,088

 

 

$ (287,906 )

 

$ 307

 

 

$ 572,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Griffin Produce @ 0.2 per share on December 26, 2013

 

 

250,000

 

 

$ 250

 

 

$ 49,750

 

 

 

 

 

 

 

 

 

 

$ 50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (19 )

 

$ (19 )

Net loss for the year ended September 30, 2014 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (183,326 )

 

 

 

 

 

$ (183,326 )

Balance, September 30, 2014 

 

 

36,611,495

 

 

$ 36,612

 

 

$ 873,838

 

 

$ (471,232 )

 

$ 288

 

 

$ 439,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Michael Williams @0.1 per share on February 1, 2015 

 

 

60,000

 

 

$ 60

 

 

$ 5,940

 

 

 

 

 

 

 

 

 

 

$ 6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stocks to Globex Transfer LLC @0.1 per share on February 2, 2015

 

 

60,000

 

 

$ 60

 

 

$ 5,940

 

 

 

 

 

 

 

 

 

 

$ 6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (1,380 )

 

$ (1,380 )

Net loss for the period ended June 30, 2015 

 

 

 

 

 

 

 

 

 

 

 

 

 

$ (116,460 )

 

 

 

 

 

$ (116,460 )

Balance, June 30, 2015 

 

 

36,731,495

 

 

$ 36,732

 

 

$ 885,718

 

 

$ (587,692 )

 

$ (1,092 )

 

$ 333,666

 

 

 
6
 

 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS

 

 

 

Nine Months
Ended
June 30

 

 

Nine Months
Ended
June 30

 

 

Three Months
Ended
June 30

 

 

Three Months

Ended

June 30

 

 

Cumulative from February 7, 2011 (Date

of Inception) Through
June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2015

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

Operating Activities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) 

 

$ (116,460 )

 

$ (154,766 )

 

$ (22,319 )

 

$ (41,368 )

 

$ (587,692 )

Adjustments to reconcile net income to net cash provided by operating activities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash portion of share based legal fee expense

 

 

6,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

70,450

 

Non-cash portion of share based consulting fee expense

 

 

6,000

 

 

 

50,000

 

 

 

 

 

 

 

-

 

 

 

76,500

 

Depreciation expenses 

 

 

4,081

 

 

 

4,081

 

 

 

1,360

 

 

 

1,360

 

 

 

13,603

 

Deferred interest expense 

 

 

95

 

 

 

95

 

 

 

32

 

 

 

32

 

 

 

(63 )

Inventory 

 

 

101,756

 

 

 

(250,525 )

 

 

(19,765 )

 

 

(222,240 )

 

 

(143,769 )

Accounts Receivable 

 

 

(30,000 )

 

 

16,000

 

 

 

(70,000 )

 

 

139,262

 

 

 

(220,000 )

Prepaid expense 

 

 

-

 

 

 

(519 )

 

 

-

 

 

 

-

 

 

 

(309 )

Prepaid to supplier 

 

 

-

 

 

 

18,200

 

 

 

60,000

 

 

 

111,000

 

 

 

-

 

Payroll Liabilities 

 

 

(135 )

 

 

-

 

 

 

(11 )

 

 

-

 

 

 

1,790

 

Account payable 

 

 

32,272

 

 

 

10,000

 

 

 

91,806

 

 

 

(826 )

 

 

118,272

 

Credit card payable 

 

 

2,874

 

 

 

(1,105 )

 

 

2,012

 

 

 

1,369

 

 

 

7,171

 

Other Accrued Expenses 

 

 

(194 )

 

 

155

 

 

 

-

 

 

 

155

 

 

 

-

 

Unearned revenue 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net cash provided by operating activities 

 

$ 6,289

 

 

$ (308,384 )

 

$ 43,115

 

 

$ (11,256 )

 

$ (664,047 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,206 )

Net cash provided by investing activities 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ (27,206 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan from shareholders 

 

$ 32,764

 

 

$ 4,725

 

 

$ 24,924

 

 

$ 4,017

 

 

$ 38,170

 

Loan to shareholders 

 

 

25,645

 

 

 

5,660

 

 

$ -

 

 

$ 6,105

 

 

 

-

 

Long term Loans 

 

 

(6,897 )

 

 

(6,896 )

 

$ (2,299 )

 

$ (2,299 )

 

 

4,597

 

Proceeds from issuance of common stock 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

775,500

 

Net cash provided by financing activities 

 

$ 51,512

 

 

$ 3,489

 

 

$ 22,625

 

 

$ 7,823

 

 

$ 818,267

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate on Cash 

 

$ (1,380 )

 

$ (19 )

 

$ (1,380 )

 

$ -

 

 

$ (1,092 )

Net increase (decrease) in cash and cash equivalents 

 

$ 56,421

 

 

$ (304,914 )

 

$ 64,360

 

 

$ (3,433 )

 

$ 125,922

 

Cash and cash equivalents at beginning of the period 

 

$ 69,501

 

 

$ 384,675

 

 

$ 61,562

 

 

$ 83,194

 

 

$ -

 

Cash and cash equivalents at end of the period 

 

$ 125,922

 

 

$ 79,761

 

 

$ 125,922

 

 

$ 79,761

 

 

$ 125,922

 

 

 
7
 

 

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. 

 

In addition to the U.S. operation, the Company established a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2013, which is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden. 

 

Since the inception, the Company's long-term goal has been to solve some of the major challenges in China, such as pollution and food safety issues for the general public, as well as raising funds to grow the business. The Company believes that the best solution is to integrate and manage all links along the food production chain - seeds, farming, processing.  

 

The Company has been and will be putting more resources in the seed business as it is still the main source of the Company's revenue. However, the Company has also been and will be working to leverage the resources that could be obtained via strategic alliances in the future on both sides of the Pacific Ocean in order to expand the business scope. 

 

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.

 

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.

 

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.

 

 
8
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES 

 

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.

 

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, 2015, the company had cash and cash equivalents of $ 125,922. 

 

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. On December 5, 2012, the Company purchased a $ 27,206 passenger vehicle.

 

As of June 30, 2015, the company has property, plant, and equipment at a net cost of $ 13,603, and $ 13,603 of accumulated depreciation expense was recorded.

 

Account Receivable

 

As of June 30, 2015, the Company had account receivable of $ 220,000.  

 

Prepaid Expense

 

As of June 30, 2015, the Company had prepaid expense of $ 309 for rent and other expenses.

 

 
9
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Inventory

 

The inventory was valued at cost of purchase from suppliers. As of June 30, 2015, the Company has $ 143,769 inventories recorded, which included $ 143,705 various vegetable seeds in stock in USA and $ 64 tomato seeds in stock in Sweden. And the inventories purchase from USA were stored at the garage of Yidan Liu's house at no charges and written agreement; and the inventories purchase from Europe were stored at the garage of Jun Huang's house at Sweden at no charges and written agreement.  

 

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.

 

On December 26, 2013, 250,000 shares were issued to Griffin Produce Company, Inc @ $0.2 per share for consulting and advising service value $ 50,000.  

 

On February 1, 2015, 60,000 shares were issued to Michael Williams for legal services of $ 6,000 at $0.10 per share.

 

On February 2, 2015, 60,000 shares were issued to Globex Transfer LLC for DTC professional services of $6,000 at $0.10 per share.

 

 
10
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued) 

 

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.

 

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, 2015, the Company has a net car loan of $ 4,597.

 

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.

 

 
11
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

The Company had total revenue of $ 306,260 and $ 0 for the fiscal quarter ended June 30, 2015 and 2014 respectively and $ 2,445,493 for the period of February 7, 2011 to June 30, 2015. 

 

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 UnitedState 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.

 

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 $ 124,005 inventory as of March 31, 2015.  

 

From the period of April 1, 2015 to June 30, 2015, the Company purchase $ 286,200 vegetable seeds from US suppliers and Europe suppliers; and there are $ 143,769 inventories as of June 30, 2015. 

 

For the fiscal quarter ended June 30, 2015, the Company had related cost of goods sold expense and freight cost of $ 2,861. 

 

As a result, a total of $ 269,296 cost of goods sold was recorded for the fiscal quarter ended June 30, 2015; and $ 2,208,174 cost of goods sold was recorded for the period of February 7, 2011 to June 30, 2015. 

 

 
12
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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 March 1, 2015 through February 28, 2016 and requires a roughly $170 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.  

 

Operating Expense

 

Operation expense consists of selling, general and administrative expenses, and depreciation expense.  

 

For the fiscal quarter ended June 30, 2015 and 2014, there was a total of $ 59,283 and $ 41,368 operating expenses respectively. For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2015, there was a total of $ 825,003 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.

 

Started from September 2014, the Company hired an employee to taking care of the office operation in Sweden subsidiary at a cost of SEK 8,000 monthly.

 

The total payroll expense for the fiscal quarter ended June 30, 2015 and 2014 is $ 20,326 and $ 16,659 respectively, which included the payroll taxes to the government and the net salary to the officer and employee. 

 

Professional Fees

 

Professional fees are consist of accounting and auditing fee, legal fee, consulting expenses, SEC filing fee, and other professional expenses. The total professional fees were $ 1,922 and $ 8,060 for the fiscal quarter ended June 30, 2015 and 2014 respectively. 

 

 
13
 

 

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. 

 

 
14
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued) 

 

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. 

 

Foreign Currency Translation

 

The Company has determined the United States dollars (USD) to be its functional currency for A&C United Agriculture Developing Inc., U.S.A and Swedish Krona (SEK) to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders' equity.

 

As of June 30, 2015, the Company had foreign currency translation loss of $1,380. 

 

NOTE C - RELATED PARTY TRANSACTIONS

 

Common Shares Issued to Executive and Non-Executive Officers and Directors

 

As of June 30, 2015, 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

 

 

40.84 %

Yidan Liu 

 

President 

 

 

15,000,000

 

 

$ 15,000

 

 

2/7/2011

 

 

40.84 %

Ross Rispens 

 

Director 

 

 

75,000

 

 

$ 10,000

 

 

5/31/2011

 

 

0.20 %

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

 

 

0.27 %

Total

 

 

 

 

30,235,000

 

 

$ 56,000

 

 

 

 

 

82.31 %

 

*Based upon total outstanding shares 36,731,495 as of June 30, 2015.

 

 
15
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

Loans from Officers/Shareholders

 

As of June 30, 2015, the officers loaned $ 38,170 to the Company for purchases and operating, and marketing expenses. 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.

 

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. 

 

 
16
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

  

NOTE D - SHAREHOLDERS' EQUITY (Continued) 

 

On December 26, 2013, 250,000 shares were issued to Griffin Produce Company, Inc @ $0.2 per share for consulting and advising service value $ 50,000.  

 

On February 1, 2015, 60,000 shares were issued to Michael Williams for legal services of $ 6,000 at $0.10 per share.

 

On February 2, 2015, 60,000 shares were issued to Globex Transfer LLC for DTC professional services of $6,000 at $0.10 per share.

 

Therefore, as of June 30, 2015, there was total of 36,731,495 shares issued and outstanding.

 

NOTE E - GOING CONCERN 

 

The Company is currently in the development stage and their activities consist solely of 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, 2015 the cash and cash equivalent balance was $ 125,922 and there is cumulative net loss of $ 587,692 for the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2015.

 

 
17
 

 

Exhibit A

 

 

 

Three Months

Ended

 

 

Three Months

Ended

 

 

Cumulative from

February 7, 2011 (Date of Inception)Through

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

Expense 

 

 

 

 

 

 

 

 

 

Bank Service Charges 

 

 

145

 

 

 

25

 

 

 

1,399

 

Business Licenses and Permits 

 

 

571

 

 

 

307

 

 

 

8,550

 

Meals and Entertainment 

 

 

1,693

 

 

 

1,570

 

 

 

21,567

 

Membership fee 

 

 

95

 

 

 

-

 

 

 

600

 

Office Supplies 

 

 

388

 

 

 

-

 

 

 

11,590

 

Postage and Delivery 

 

 

18

 

 

 

75

 

 

 

955

 

Printing and Reproduction 

 

 

 

 

 

 

-

 

 

 

136

 

Auto and Truck Expenses 

 

 

991

 

 

 

97

 

 

 

2,990

 

Payroll Expenses 

 

 

20,326

 

 

 

16,659

 

 

 

176,578

 

Conference & Meeting 

 

 

 

 

 

 

-

 

 

 

4,538

 

Interest Expense 

 

 

32

 

 

 

32

 

 

 

316

 

Utilities 

 

 

 

 

 

 

-

 

 

 

41

 

Website Expense 

 

 

 

 

 

 

-

 

 

 

2,634

 

Telephone Expense 

 

 

86

 

 

 

320

 

 

 

485

 

Depreciation Expense 

 

 

1,360

 

 

 

1,360

 

 

 

13,603

 

Insurance Expense 

 

 

1,916

 

 

 

3,696

 

 

 

22,087

 

Marketing and Promotion Expense 

 

 

 

 

 

 

-

 

 

 

4,137

 

Medical Expenses 

 

 

425

 

 

 

778

 

 

 

4,546

 

Travel Expense 

 

 

19,388

 

 

 

6,438

 

 

 

121,000

 

Professional Fees 

 

 

 

 

 

 

 

 

 

 

 

 

Accounting 

 

 

298

 

 

 

310

 

 

 

90,578

 

Consulting Fees 

 

 

 

 

 

 

-

 

 

 

114,660

 

Legal Fee 

 

 

1,500

 

 

 

6,000

 

 

 

149,250

 

Transfer Agent fees 

 

 

200

 

 

 

445

 

 

 

16,295

 

SEC & EDGAR Filling Fee 

 

 

(76 )

 

 

1,305

 

 

 

16,393

 

Professional Fees 

 

 

1,922

 

 

 

8,060

 

 

 

387,176

 

Software 

 

 

 

 

 

 

-

 

 

 

501

 

Rent Expense 

 

 

9,532

 

 

 

507

 

 

 

35,447

 

Repairs and Maintenance 

 

 

395

 

 

 

963

 

 

 

2,555

 

Research and Survey expenses 

 

 

-

 

 

 

-

 

 

 

572

 

Registration Fees 

 

 

-

 

 

 

-

 

 

 

520

 

Training & Education Expense 

 

 

-

 

 

 

480

 

 

 

480

 

Total Expense 

 

 

59,283

 

 

 

41,368

 

 

 

825,003

 

 

 
18
 

 

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," directly and through its subsidiaries is focused on selling agricultural seeds in China. We plan to continue to focus on developing our core seed selling business in China. 

 

To increase our revenues, we are contemplating entering into agreements with other seed vendors in China pursuant to which they will agree to buy from us on an exclusive basis all or an agreed-upon portion of their seed needs or a will agree to a similar mechanism that produces the same economic result from us. We anticipate that we will have to pay some cash and some stock to the buyer to enter into this type of arrangements. We currently do not have a formal contract, agreement or commitment with any potential seed buyer in China to enter into this kind or arrangement with us. As the transaction, however structured, must be structured in a way which significantly increases our revenues, we believe our financial position will be much stronger if we are able to execute this strategy successfully. However, we believe we will need to raise significant capital from investors before any buyer will discuss these types of transactions with us. We currently have no offering structured or any contract, agreement or commitment from any investor to invest in any offering to raise this capital, and there is no assurance that we will ever be able to raise the capital necessary to be able to implement this strategy. 

 

Another strategy we are working on to further increase our revenues in the future in the long-term is to develop better seed varieties that we hope will be more desirable than seed varieties currently on the market in China under our agreement with CapGen, a Spanish breeder. Based on the agreement, we are working together to collect specification on varieties that are popular in the Chinese market and produce seeds using CapGen's existing R&D platform. This has the potential to increase revenues because we would have more desirable seed products than our competition and thus would have more customers in China buying our products. 

 

The Company's goal is to continue generating revenues from its core seed selling business and to increase revenues through the R&D activities with CapGen and through the types of agreements with seed vendors in China described above if we can secure the necessary financial resources. 

 

 
19
 

 

Results of Operations 

 

For the third quarter end ended June 30, 2015 vs. 2014

 

Revenue

 

There was $ 306,260 and $ 0.00 revenue generated for the third quarter ended June 30, 2015 and 2014 due to increased sales efforts. 

 

Cost of Revenue

 

There was $ 269,296 and $ 0.00 cost of goods sold incurred for the third quarter ended June 30, 2015 and 2014 respectively. The cost of goods sold increased due to the increasing of revenue. 

 

For the third quarter ended June 30, 2015 and 2014, there was a total of $ 59,283 and $ 41,368 operating expenses respectively.  

 

 For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2015, there was a total of $825,003 operating expenses. 

 

 

 

Three Months

Ended

 

 

Three Months

Ended

 

 

Cumulative from

February 7, 2011 (Date of Inception)

Through

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

Expense 

 

 

 

 

 

 

 

 

 

Bank Service Charges 

 

 

145

 

 

 

25

 

 

 

1,399

 

Business Licenses and Permits 

 

 

571

 

 

 

307

 

 

 

8,550

 

Meals and Entertainment 

 

 

1,693

 

 

 

1,570

 

 

 

21,567

 

Membership fee 

 

 

95

 

 

 

-

 

 

 

600

 

Office Supplies 

 

 

388

 

 

 

-

 

 

 

11,590

 

Postage and Delivery 

 

 

18

 

 

 

75

 

 

 

955

 

Printing and Reproduction 

 

 

 

 

 

 

-

 

 

 

136

 

Auto and Truck Expenses 

 

 

991

 

 

 

97

 

 

 

2,990

 

Payroll Expenses 

 

 

20,326

 

 

 

16,659

 

 

 

176,578

 

Conference & Meeting 

 

 

 

 

 

 

-

 

 

 

4,538

 

Interest Expense 

 

 

32

 

 

 

32

 

 

 

316

 

Utilities 

 

 

 

 

 

 

-

 

 

 

41

 

Website Expense 

 

 

 

 

 

 

-

 

 

 

2,634

 

Telephone Expense 

 

 

86

 

 

 

320

 

 

 

485

 

Depreciation Expense 

 

 

1,360

 

 

 

1,360

 

 

 

13,603

 

Insurance Expense 

 

 

1,916

 

 

 

3,696

 

 

 

22,087

 

Marketing and Promotion Expense 

 

 

 

 

 

 

-

 

 

 

4,137

 

Medical Expenses 

 

 

425

 

 

 

778

 

 

 

4,546

 

Travel Expense 

 

 

19,388

 

 

 

6,438

 

 

 

121,000

 

Professional Fees 

 

 

1,922

 

 

 

8,060

 

 

 

387,176

 

Software 

 

 

 

 

 

 

-

 

 

 

501

 

Rent Expense 

 

 

9,532

 

 

 

507

 

 

 

35,447

 

Repairs and Maintenance 

 

 

395

 

 

 

963

 

 

 

2,555

 

Research and Survey expenses 

 

 

-

 

 

 

-

 

 

 

572

 

Registration Fees 

 

 

-

 

 

 

-

 

 

 

520

 

Training & Education Expense 

 

 

-

 

 

 

480

 

 

 

480

 

Total Expense 

 

 

59,283

 

 

 

41,368

 

 

 

825,003

 

 

 
20
 

 

Income & Operation Taxes

 

We are subject to income taxes in the U.S. 

 

We paid no income taxes in USA for the third quarter ended June 30, 2015 due to the net operation loss in the USA.

 

For the nine months ended June 30, 2015 vs. 2014 

 

Revenue

 

There was $ 687,896 and $ 361,870 revenue generated for the nine months ended June 30, 2015 and 2014 due to increased sales efforts. 

 

Cost of Revenue

 

There was $ 611,052 and $ 324,538 cost of goods sold incurred for the nine months ended June 30, 2015 and 2014 respectively. The cost of goods sold increased due to the increasing of revenue. 

 

For the nine months ended June 30, 2015 and 2014, there was a total of $ 193,304 and $ 192,098 operating expenses respectively.  

 

For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2015, there was a total of $825,003 operating expenses. 

 

 

 

Nine Months

Ended

 

 

Nine Months

Ended

 

 

Cumulative from

February 7, 2011 (Date of Inception)

Through

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

Expense 

 

 

 

 

 

 

 

 

 

Bank Service Charges 

 

 

311

 

 

 

326

 

 

 

1,399

 

Business Licenses and Permits 

 

 

1,527

 

 

 

1,222

 

 

 

8,550

 

Meals and Entertainment 

 

 

5,157

 

 

 

8,243

 

 

 

21,567

 

Membership fee 

 

 

95

 

 

 

-

 

 

 

600

 

Office Supplies 

 

 

518

 

 

 

587

 

 

 

11,590

 

Postage and Delivery 

 

 

128

 

 

 

312

 

 

 

955

 

Printing and Reproduction 

 

 

 

 

 

 

-

 

 

 

136

 

Auto and Truck Expenses 

 

 

1,432

 

 

 

342

 

 

 

2,990

 

Payroll Expenses 

 

 

60,827

 

 

 

48,996

 

 

 

176,578

 

Conference & Meeting 

 

 

979

 

 

 

 

 

 

 

4,538

 

Interest Expense 

 

 

95

 

 

 

95

 

 

 

316

 

Utilities 

 

 

 

 

 

 

-

 

 

 

41

 

Website Expense 

 

 

453

 

 

 

96

 

 

 

2,634

 

Telephone Expense 

 

 

86

 

 

 

320

 

 

 

485

 

Depreciation Expense 

 

 

4,081

 

 

 

4,081

 

 

 

13,603

 

Insurance Expense 

 

 

8,450

 

 

 

7,622

 

 

 

22,087

 

Marketing and Promotion Expense 

 

 

136

 

 

 

1,798

 

 

 

4,137

 

Medical Expenses 

 

 

3,767

 

 

 

778

 

 

 

4,546

 

Travel Expense 

 

 

33,940

 

 

 

26,078

 

 

 

121,000

 

Professional Fees 

 

 

46,404

 

 

 

88,058

 

 

 

387,176

 

Software 

 

 

106

 

 

 

-

 

 

 

501

 

Rent Expense 

 

 

22,128

 

 

 

1,700

 

 

 

35,447

 

Repairs and Maintenance 

 

 

1,592

 

 

 

963

 

 

 

2,555

 

Research and Survey expenses 

 

 

572

 

 

 

-

 

 

 

572

 

Registration Fees 

 

 

520

 

 

 

-

 

 

 

520

 

Training & Education Expense 

 

 

-

 

 

 

480

 

 

 

480

 

Total Expense 

 

 

193,304

 

 

 

192,098

 

 

 

825,003

 

 

 
21
 

 

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, 2015 due to the net operation loss in the USA. 

 

Milestone Table

 

Event

 

Actions

 

Anticipated Time Frame

 

Total
estimated cost

 

 

 

 

 

 

 

 

 

Secure funds to implement planned business program as described in "Overview" 

 

Continue to explore all options for securing funds from investors 

 

By 12/31/2015 

 

$ 40,000

 

 

Management team to visit U.S. breeders, seed distributors, seed producers and potential investors. 

 

Marketing and sales promotion 

 

By 12/31/2015 

 

$ 5,000

 

 

Continue trials of carrots and other varieties obtained from Europe and America. 

 

Visit trial fields 

Collect feedbacks 

Evaluate results 

 

By 12/31/2015 

 

$ 10,000

 

 

Continue to work with the Chinese companies on a potential collaboration 

 

Ad hoc business trips 

 

By 12/31/2015 

 

$ 5,000

 

 

We currently have sufficient cash resources to fund all of our operations for the next 12 months, including the expenses set forth in the chart above. However, as noted in "Overview" above, we currently have no offering structured or any contract, agreement or commitment from any investor to invest in any offering to raise this capital, and there is no assurance that we will ever be able to raise the capital necessary to be able to implement this strategy. 

 

Liquidity and Capital Resources

 

 

 

At June 30,

 

 

At

September 30,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Current Ratio* 

 

 

2.96

 

 

 

5.43

 

Cash 

 

$ 125,922

 

 

$ 69,501

 

Working Capital*** 

 

$ 324,597

 

 

$ 433,158

 

Total Assets 

 

$ 503,666

 

 

$ 548,822

 

Total Liabilities 

 

$ 170,000

 

 

$ 109,316

 

 

 

 

 

 

 

 

 

 

Total Equity 

 

$ 333,666

 

 

$ 439,506

 

 

 

 

 

 

 

 

 

 

Total Debt/Equity** 

 

 

0.51

 

 

 

0.25

 

_________________ 

*Current Ratio = Current Assets /Current Liabilities. 

 

** Total Debt / Equity = Total Liabilities / Total Shareholders' Equity. 

 

*** Working Capital = Current Assets - Current Liabilities. 

 

 
22
 

 

The Company had cash and cash equivalents of $ 125,922 and $69,501 at first quarter ended June 30, 2015 and year ended September 30, 2014 and the working capital of $ 324,597 and $ 433,158 with liabilities of $ 170,000 and $ 109,316 for the same periods. 

 

As of June 30, 2015, we have $ 125,922 in cash and $ 220,000 in accounts receivable. As shown in the Milestone Table above, we need a minimum of approximately $60,000 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 set forth in the Milestone Table, including general operating costs, bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be approximately $300,000 annually. Accordingly, as we anticipate an average monthly burn rate of no more than $25,000 during the next 12 months, we believe we have sufficient cash available (assuming we collect all our existing and anticipated sales and receivables) to fund all of our operational and SEC filing needs during the next 12 months. 

 

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 December 31, 2015 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, 2015, 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. 

 

 
23
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None. 

 

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

 

None/Not Applicable 

 

Item 3. Defaults Upon Senior Securities.

 

None. 

 

Item 4. Mine Safety Disclosure.

 

Not applicable. 

 

Item 5. Other Information.

 

Not applicable. 

 

 
24
 

 

Item 6. Exhibits.

 

(a) 

Exhibits. 

 

Exhibit No.

Document Description

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. 

 

 
25
 

 

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 11, 2015 

/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, Principal Financial Officer and Principal Accounting Officer 

August 11, 2015 

 

 
26
 

 

EXHIBIT INDEX

 

Exhibit No.

Document Description

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. 

 

 

27