RAYONT INC. - FORM 10-Q - August 7, 2012

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - RAYONT INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION - RAYONT INC.	acuad_ex321.htm
EX-31.1 - CERTIFICATION - RAYONT INC.	acuad_ex311.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, 2012

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 7, 2012 there were 34,449,495 shares issued and outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION		3

Item 2.	Management’s Discussion and Analysis or Plan of Operation.	16

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	21

Item 4.	Controls and Procedures.	21

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings.	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	(Removed and Reserved).	22

Item 5.	Other Information.	22

Item 6.	Exhibits.	23

PART I — FINANCIAL INFORMATION

A & C United Agriculture Developing Inc

(A Development Stage Enterprise)

Unaudited Financial Statements

As of June 30 2012

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			15

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

	June 30			September 30
	2012			2011
ASSETS	(Unaudited)			(Audited)

Current assets:
Cash and cash equivalents	$	346,572		$	435,437
Accounts receivable, net		-			-
Total Current Assets	$	346,572		$	435,437

Other current assets:
Prepaid expense		-			169
Loan to shareholder		7,000			-
Stock subscription receivable		-			5,000
Total Other Current Assets	$	7,000		$	5,169

TOTAL ASSETS	$	353,572		$	440,606

LIABILITIES & EQUITY
Current liabilities:
Account payable	$	-		$	-
Total current liabilities	$	-		$	-

Other current liabilities:
Loan from shareholders		3131			2,992
Total other current liabilities	$	3131		$	2,992

Total liabilities	$	3131		$	2,992

Stockholders' Equity:
Common stock, $0.001 par value;
500,000,000 shares authorized;
34,449,495 shares issued and outstanding.	$	440,500		$	440,500
Paid-in capital	$	34,450		$	34,450
Deficit accumulated during the development stage		(124,716	)		(37,543	)
Accumulated other comprehensive income (loss)		207			207

Total stockholders' equity	$	350,441		$	437,614
TOTAL LIABILITIES & EQUITY	$	353,572		$	440,606

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

				Period from									Cumulative from
	Nine Months Ended			February 7, 2011 (Date of			Three Months Ended			Three Months Ended			February 7, 2011 (Date of
	June 30			Inception) To			June 30			June 30			Inception) To
	2012			June 30, 2011			2012			2011			June 30, 2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	98,000		$	-		$	98,000		$	-		$	98,000
Cost of Goods Sold	$	92,131		$	-		$	92,131		$	-		$	92,131
Gross Profit	$	5,869		$	-		$	5,869		$	-		$	5,869
Operating expenses:
Research and development	$	-		$	-		$	-		$	-		$	-

Selling, general and administrative expenses	$	93,042		$	36,831		$	34,923		$	35,257		$	130,585

Depreciation and amortization expenses	$	-		$	-		$	-					$	-
Total Operating Expenses	$	93,042		$	36,831		$	34,923		$	35,257		$	130,585

Operating Loss	$	(87,173	)	$	(36,831	)	$	(29,054	)	$	(35,257	)	$	(124,716	)

Investment income, net	$	-		$	-		$	-		$	-		$	-
Interest Expense, net	$	-		$	-		$	-		$	-		$	-
Loss before income taxes	$	(87,173	)	$	(36,831	)	$	(29,054	)	$	(35,257	)	$	(124,716	)
Income (loss) tax expense	$	-					$	-		$	-		$	-
Net Loss	$	(87,173	)	$	(36,831	)	$	(29,054	)	$	(35,257	)	$	(124,716	)

Net loss per common share- Basics	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net 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	$	-		$	156		$	-		$	156		$	207
Other comprehensive income (loss)	$	-		$	156		$	-		$	156		$	207
Comprehensive Income (Loss)	$	(87,173	)	$	(36,675	)	$	(29,054	)	$	(35,101	)	$	(124,509	)

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, 2012

							Deficit
							Accumulated			Accumulated
					Additional		During the			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

Adjustment for currency rate exchange										$	-	$	-

Net loss for the period
ended June 30, 2012							$	(87,173	)			$	(87,173	)
Balance, June 30, 2012		34,449,495	$	34,450	$	440,500	$	(124,716	)	$	207	$	350,441

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

				Period from									Cumulative from
	Nine Months Ended			February 7, 2011 (Date of			Three Months Ended			Three Months Ended			February 7, 2011 (Date of
	June 30			Inception) To			June 30			June 30			Inception) To
	2012			June 30, 2011			2012			2011			June 30, 2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating Activities:
Net loss	$	(87,173	)	$	(36,675	)	$	(29,054	)	$	(35,257	)	$	(124,716	)
Adjustments to reconcile net income to net cash provided
by operating activities:
Non-cash portion of share based legal fee expense		-			34,450			-			34,450			34,450
Prepaid expense		169			(169	)		-			-			-
Account payable		-			-			-			-			-
Net cash provided by operating activities	$	(87,004	)	$	(2,394	)	$	(29,054	)	$	(807	)	$	(90,266	)

Investing Activities:
Net cash provided by investing activities	$	-		$	-					$	-		$	-

Financing Activities:
Loan from shareholders		139			17,455			(717	)		15,712			3,131
Loan to officer		(7,000	)		-			(7,000	)		-			(7,000	)
Proceeds from issuance of common stock		5,000			291,500			-			261,500			440,500
Net cash provided by financing activities	$	(1,861	)	$	308,955		$	(7,717	)	$	277,212		$	436,631

Effect of Exchange Rate on Cash	$	-		$	-		$	-		$	156		$	207
Net increase (decrease) in cash and cash equivalents	$	(88,865	)	$	306,561		$	(36,771	)	$	276,561		$	346,572
Cash and cash equivalents at beginning of the period	$	435,437		$	-		$	383,343		$	30,000		$	-
Cash and cash equivalents at end of the period	$	346,572		$	306,561		$	346,572		$	306,561		$	346,572

Supplemental schedule of non-cash investing and financing activities:
Common stock issued pursuant to stock
subscription receivable - shareholder	$	-		$	149,000		$	-		$	149,000		$	-

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.

The Company’s main business is the sales of vegetable seeds in all areas of the world, focusing initially on China. We have sold $98,000 of these products.

We will sell the following types of vegetable seeds: broccoli, squash, and cabbage. It was determined that these would be the initial varieties we would sell based upon the experience of America Brilliance Corp, an affiliate of Mr. Liu, our president, which he set up to test the business concept for our company and which sold various types of seeds in China in connection with such testing. These varieties were the most accepted by potential customers in China.

We will acquire these seeds from various suppliers in the United States.

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, but there has been no significant revenue there from. Due to the Company’s primary efforts was on the formation of new company, and there were no sales activities incurred, accordingly, the Company is considered as development stage entity.

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.

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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, 2012, the company had cash and cash equivalents of $ 346,572.

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. As of June 30, 2012, there were no fixed assets in the Company’s balance sheets.

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.

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.

Revenues

Revenues include sales of seeds in Asia, Europe, and North America.

Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.

The Company had total revenue of $98,000 in the quarter ended at June 30, 2012.

Operating Expense

Operation expense consists of selling, general and administrative expenses.

For the nine months ended June 30, 2012 and the period from February 7, 2011 to June 30, 2011, there was a total of $ 93,042 and $ 36,861 operating expenses.

For the three months ended June 30, 2012 and 2011, there was a total of $ 34,923 and $ 35,257 operating expenses respectively.

For the cumulative period from February 7, 2011 (Date of Inception) to June 30, 2012, there was a total of $ 130,585 operating expenses.

The Details were showed in Exhibit A.

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.

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.

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 February 24, 2011 through February 29, 2012 and requires a $169 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.

NOTE C – RELATED PARTY TRANSACTIONS

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

As of June 30, 2012, total 30,210,000 shares were issued to officers and directors as follows:

Name	Title	Share QTY	Amount	Purchase Date	% of Common Share
Yidan Liu	President	15,000,000	$ 15,000	2/7/2011	43.54%
Jun Huang	Secretary	15,000,000	$ 15,000	2/7/2011	43.54%
Ross Rispens	Diretor	50,000	$ 5,000	5/31/2011	0.15%
Xinyu Wang	Diretor	10,000	$ 1,000	5/31/2011	0.03%
Manying Chen	Diretor	50,000	$ 5,000	5/31/2011	0.15%
Minhang Wei	Diretor	100,000	$ 10,000	5/31/2011	0.29%
Total		30,210,000	$ 51,000		87.69%

*Based upon total outstanding shares 34,449,495 as of June 30, 2012.

Loans to Officers

On April 2012, the Company advanced $ 7,000 to the officer, Yidan Liu, for operating, marketing activity. As of June 30, 2012, there’s a $ 7,000 loans to the officer. The outstanding balance is due on demand and no agreement was signed.

Loans from Shareholders/Officers

As of June 30, 2012, the officers and directors Yidan Liu have advanced the amount of $ 3,131 to the Company for incorporating, operating, and setting up the Company. The outstanding balance is due on demand and no agreement was signed.

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE C – RELATED PARTY TRANSACTIONS (Continued)

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, 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 will 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.

For the seeds sales transactions of April, 2012, the Company purchased the products from a vendor in Texas for the total cost of $ 92,000. For exporting the seeds, $ 131 of certificate fee were expensed.

Therefore, for the three months ended June 30, 2012, a total of $ 92,131 Cost of Goods Sold was recorded.

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.

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

NOTE D – SHAREHOLDERS’ EQUITY (Continued)

There’s was no share issued at the period of October 2011 to June 2012.

Therefore, as of June 30, 2012, there was total of 34,449,495 shares issued and outstanding.

Stock Subscription Receivable - Shareholders

At June 30, 2011, the Company had receivable from its 113 shareholders aggregating $ 405,500 for the purchase of their Company common stock.

At September 30, 2011, the Company still had $ 5,000 stock subscription receivable from one shareholder, Ming Zhang.

In December 2011, the Company received the $ 5,000 from the shareholder, Ming Zhang.

All stock receivables were paid in full in December 2011.

Therefore, as of June 30, 2012, the Company had no outstanding balance for stock subscription receivable.

NOTE E – GOING CONCERN

The Company is currently in the development stage and has not earned any revenues from operations to date; and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate 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.

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.

Exhibit A

			Period from						Cumulative from
	Nine Months Ended		February 7, 2011 (Date		Three Months Ended		Three Months Ended		February 7, 2011 (Date
	June 30		of Inception) To		June 30		June 30		of Inception) To
	2012		June 30, 2011		2012		2011		June 30, 2012
Expense
Bank Service Charges		158		95		57		95		428
License & Registration		1,879		1,275		1,305		-		3,154
Meals and Entertainment		151		67		150		67		218
Membership fee		505		-		505		-		505
Office Supplies		263		-		263		-		263
Postage and Delivery		38		-		38		-		68
Printing and Reproduction		11		124		-		124		136
Auto and Truck Expenses		19		14		19		14		33
Professional Fees
Accounting		25,000		-		-		-		25,000
Legal Fee		45,000		34,450		15,000		34,450		79,450
Transfer Agent fees		9,000		-		9,000		-		9,000
SEC & EDGAR Filling Fee		3,010		-		1,603		-		3,010
Professional Fees		82,010		34,450		25,603		34,450		116,460
Travel Expense				-				-		-
Air Tickets		4,657		-		4,657		-		4,657
Car Rental		463		-		463		-		463
Gas		202		-		202		-		202
Hotel Expense		1,040		-		1,040		-		1,040
Transportation expense		110		-		110		-		110
Travel Expense		6,472		-		6,473		-		6,472

Rent Expense		1,536		805		510		507		2,848
Total Expense	$	93,042	$	36,831	$	34,923	$	35,257	$	130,585

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 and 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288- 2500.

We will become an international vertically integrated vegetable company from seed to table. We intend to develop our business to include farm land selection, selling of vegetable seed for plants such as broccoli, squash, and cabbage; planting, growing, harvesting, processing and final product selling.

Our goal is to vertically integrate the vegetable production chain in China by applying the latest technologies and advanced management systems, American standard quality control practices with scalability and mechanization. Our focus is to build and enhance the entire vegetable production chain that complies local and global food safety requirements, year round, with two-way traceability and recall capability. We are focused on providing fresh quality products that are easy to use, delicious and nutritious without compromising quality or harming the environment. We are also committed to investing in our planet’s future and the long-term health of our families and future generations.

During the fiscal quarter ended June 30, 2012, we continued the implementation of our business plan as follows:

●

Andy Liu, President, attended the 12th annual Overseas Chinese Pioneering and Developing Conference in Wuhan, Hubei province. This meeting was sponsored by Hubei Provincial government, Wuhan city government and Overseas Chinese Affairs Office of The State Council. During this conference, he had one-on-one discussion with eight local projects and visited one organic farm (about 100 acres) and one agriculture industrial park. He also met number of local government leads, experts and specialists of vegetable production.

●

We went to Fugou, Henan Province and met local government leaders. A&C and local government had signed agreement to rent 500 acre farmland for 15 years. The goal for this trip is to discuss what A&C's next steps are for this property, including discussing plans to build a crude processing plant (with cooling system and refrigerated storage unit) to provides raw materials for processing plants located in other places. We have no definitive plan, time frame budget or financing for this project as of the date of this report.

●	We met a potential lead for operation and visited his plant. A&C is developing plans to import American production lines into the plant. We have no definitive plan, time frame budget or financing for this project as of the date of this report.

During the next 12 months, we anticipate undertaking the following activities to continue the implementation of our business plan.

Event	Actions	Time	Total estimated cost
Set up Beijing office, Beijing, China	• Get all business documents (required by China government) certified and authenticated by Secretary of State (Illinois, Nevada) and Chinese Consulate (Chicago, San Francisco) • Register with Beijing Chaoyang Municipal Commission of Commerce • Register with Beijing Administration for Industry and Commerce • Register with Beijing Local Taxation Bureau • Register with State Administration of Foreign Exchange	By Dec 31st, 2012	$15,000
Set up Fugou office, Henan Province, China	• Get all business documents (required by China government) certified and authenticated by Secretary of State (Illinois, Nevada) and Chinese Consulate (Chicago, San Francisco) • Register with Zhoukou Municipal Commission of Commerce • Register with Zhoukou Administration for Industry and Commerce • Register with Zhoukou Local Taxation Bureau • Register with State Administration of Foreign Exchange	By Dec 31st, 2012	$15,000
Design Fugou Farm	Blue print of the plant and related infrastructures to be built in the field; Detailed Design and Budget;	By Oct 31st, 2012	$60,000
Seed sale to reach 400 kilograms accumulated total (or $400,000 revenue)	Continue China marketing; Continue trials at different locations in China;	By Dec 31st, 2012	$10,000
Seed sale to reach 800 kilograms accumulated total (or $800,000 revenue)	Continue China marketing; Continue trials at different locations in China;	By July 31st, 2013	$10,000

As described in “Liquidity and Capital Resources,” below, we currently have sufficient cash resources to fund all of these anticipated obligations.

As of June 30, 2012 we have generated $98,000 in revenue from the sale of vegetable seeds.

Results of Operations

For the fiscal quarter ended June 30, 2012 vs. June 30, 2011

Revenue

There was $ 98,000 seeds sales revenue for fiscal quarter ended June 30, 2012. And there was no sales revenue generated for fiscal quarter ended June 30, 2011.

Cost of Revenue

There was $ 92,131 cost of goods sold incurred for the fiscal quarter ended June 30, 2012, and there was no cost of good sold incurred for the fiscal quarter ended June 30, 2011.

Expense

Our expenses consist of selling, general and administrative expenses as follows:

For the fiscal quarter ended June 30, 2012 and 2011, there was a total of $ 34,923 and $ 35,257 operating expenses respectively; the detail operating expenses showed as follows:

	Three Months Ended		Three Months Ended
	June 30		June 30
	2012		2011
Expense
Bank Service Charges		57		95
License & Registration		1,305		-
Meals and Entertainment		150		67
Membership fee		505		-
Office Supplies		263		-
Postage and Delivery		38		-
Printing and Reproduction		-		124
Auto and Truck Expenses		19		14
Professional Fees
Accounting		-		-
Legal Fee		15,000		34,450
Transfer Agent fees		9,000		-
SEC & EDGAR Filling Fee		1,603		-
Professional Fees		25,603		34,450
Travel Expense				-
Air Tickets		4,657		-
Car Rental		463		-
Gas		202		-
Hotel Expense		1,040		-
Transportation expense		110		-
Travel Expense		6,473		-
Rent Expense		510		507
Total Expense	$	34,923	$	35,257

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, 2012 due to the net operation loss in the USA.

Net Loss

We incurred net losses of $ 29,054 and $ 32,257 for the fiscal quarter ended June 30, 2012 and 2011.

For the fiscal nine months ended June 30, 2012 vs. June 30, 2011

Revenue

There was $ 98,000 seeds sales revenue for nine months ended June 30, 2012.

There was no revenue generated for the nine months ended June 30, 2011.

Cost of Revenue

There was $ 92,131 cost of goods sold incurred for the nine months ended June 30, 2012,

There was no cost of goods sold incurred for the nine months ended June 30, 2011.

Expense

Our expenses consist of selling, general and administrative expenses as follows:

For the nine months ended June 30, 2012, there was a total of $93,042 operating expenses; for the period February7, 2011 (date of inception) through June30, 2011, there was a total of $36,831 operating expenses; and for the cumulative period of February 7, 2011 (date of inception) through June 30, 2012, there was a total of $130,585, details as follows:

			Period from		Cumulative from
	Nine Months Ended		February 7, 2011 (Date		February 7, 2011 (Date
	June 30		of Inception) To		of Inception) To
	2012		June 30, 2011		June 30, 2012
Expense
Bank Service Charges		158		95		428
License & Registration		1,879		1,275		3,154
Meals and Entertainment		151		67		218
Membership fee		505		-		505
Office Supplies		263		-		263
Postage and Delivery		38		-		68
Printing and Reproduction		11		124		136
Auto and Truck Expenses		19		14		33
Professional Fees
Accounting		25,000		-		25,000
Legal Fee		45,000		34,450		79,450
Transfer Agent fees		9,000		-		9,000
SEC & EDGAR Filling Fee		3,010		-		3,010
Professional Fees		82,010		34,450		116,460
Travel Expense				-		-
Air Tickets		4,657		-		4,657
Car Rental		463		-		463
Gas		202		-		202
Hotel Expense		1,040		-		1,040
Transportation expense		110		-		110
Travel Expense		6,472		-		6,472

Rent Expense		1,536		805		2,848
Total Expense	$	93,042	$	36,831	$	130,585

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, 2012 due to the net operation loss in the USA.

Net Loss

We incurred net losses of $87,173 for the nine months ended June 30, 2012; net losses of $36,831 for period from February 7 to June 30, 2011; and net losses of $124,716 for the cumulative period of February 7, 2011 (date of inception) through June 30, 2012.

Liquidity and Capital Resources

	At June 30		At June 30		At September 30
	2012		2011		2011

Current Ratio*		112.93		26.11		147.26
Cash	$	346,572	$	306,561	$	435,437
Working Capital***	$	350,441	$	438,275	$	437,614
Total Assets	$	353,572	$	455,730	$	440,606
Total Liabilities	$	3,131	$	17,455	$	2,992

Total Equity	$	350,441	$	438,275	$	437,614

Total Debt/Equity**		0.01		0.04		0.01

*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 $ 346,572 and $ 306,561 at June 30, 2012 and 2011 and the working capital of $ 350,441 and $ 438,275 with liabilities of $3,131 and $ 17,455.

As of July 1, 2012, we have $ 346,572 in cash. As shown in the Milestone Table above, we need a minimum of approximately $110,000 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 $185,000. Accordingly, as we anticipate an average monthly burn rate of no more than $15,416 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.

In order to become profitable we may still need to secure additional debt or equity funding. We are preparing for our second private placement and our goal is to raise no less than one million dollars. However, this offering may not occur, or if it occurs, may not raise the desired or required funding. We do not have any plans or specific agreements for new sources of funding except as set forth above or any planned material acquisitions.

Our auditor has indicated in its report that our lack of revenues raise substantial doubt about our 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 we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

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, 2012 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, 2012, 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.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

(a) Unregistered Sales of Equity Securities.

The Registrant did not sell any unregistered securities during the three months ended June 30, 2012.

(b) Use of Proceeds.

The Registrant did not sell any unregistered securities during the three months ended June 30, 2012.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

Not applicable.

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.

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 7, 2012	/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	August 7, 2012
		Officer and Principal Accounting Officer

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**

____________

Attached files

RAYONT INC. Reports

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