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 December 31, 2014

 

¨ 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 ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 ¨   No x

 

As of December 31, 2014 there were 36,611,495 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.			4
Item 3.	Quantitative and Qualitative Disclosure about Market Risk			9
Item 4.	Controls and Procedures.			9
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings.			10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			10
Item 3.	Defaults Upon Senior Securities			10
Item 4.	Mine Safety Disclosures			10
Item 5.	Other Information			10
Item 6.	Exhibits.			11

  

2

  

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements 

 

A & C United Agriculture Developing Inc.

 

 (A Development Stage Enterprise)

 

 

Unaudited Financial Statements

 

As of December 31, 2014

 

3

  

Table of Contents

 

Balance Sheet		F-2
Statement of Loss			F-3
Statement of Stockholders Equity			F-4
Statement of Cash Flows			F-5
Notes to Financial Statements			F-6
Exhibit A			F-16

  

F-1

 

A & C United Agriculture Developing Inc

(A Development Stage Enterprise)

BALANCE SHEET

  

				December 31,				September 30,
				2014				2014
								(audited)
ASSETS
Current assets:
	Cash and cash equivalents			$	154,387			$	69,501
	Accounts receivable				230,000				190,000
	Inventory				31,235				245,525
		Total Current Assets		$	415,622			$	505,026
Other current assets:
	Prepaid expense			$	309			$	309
	Advances to officer				15,142				25,645
		Total Other Current Assets		$	15,451			$	25,954
Property, plant and equipment, net				$	16,324			$	17,684
Other assets:
	Deferred interest expense				126				158
		Total Other Assets		$	126			$	158
		TOTAL ASSETS		$	447,523			$	548,822
LIABILITIES & EQUITY
Current liabilities:
	Account payable			$	11,572			$	86,000
	Credit card payable				4,462				4,297
		Total current liabilities		$	16,034			$	90,297
Other current liabilities:
	Loan from shareholders			$	3,902			$	5,406
	Accrued Expenses Liability				1,853				2,119
		Total other current liabilities		$	5,755			$	7,525
Long term liabilities:
	Car loan				8,429				11,494
		Total long term liabilities		$	8,429			$	11,494
		Total liabilities		$	30,218			$	109,316
Stockholders' Equity:
	Common stock, $0.001 par value; 500,000,000 shares authorized; 36,611,495 shares issued and outstanding.			$	36,612			$	36,612
	Paid-in capital				873,838				873,838
	Deficit accumulated during the development stage				(493,433	)			(471,232	)
	Accumulated other comprehensive income (loss)				288				288
		Total stockholders' equity		$	417,305			$	439,506
		TOTAL LIABILITIES & EQUITY		$	447,523			$	548,822

 

F-2

  

A & C United Agriculture Developing Inc

(A Development Stage Enterprise)

STATEMENT OF LOSS

  

												Cumulative from
				Three Months Ended				Three Months Ended				February 7, 2011 (Date of Inception) Through
				December 31,				December 31,				December 31,
				2014				2013				2014
				(Unaudited)				(Unaudited)				(Unaudited)
Revenues				$	240,000			$	212,843			$	1,997,597
Cost of Goods Sold				$	218,767			$	188,851			$	1,815,889
Gross Profit				$	21,233			$	23,992			$	181,708
Operating expenses:
	Research and development			$	-			$	-			$	-
	Selling, general and administrative expenses			$	42,074			$	94,754			$	664,251
	Depreciation and amortization expenses			$	1,360			$	1,360			$	10,882
		Total Operating Expenses		$	43,434			$	96,114			$	675,133
	Operating Income (Loss)			$	(22,201	)		$	(72,122	)		$	(493,425	)
Investment income, net				$	-			$	-			$	-
Interest Expense, net				$	-			$	-			$	8
Income (Loss) before income taxes				$	(22,201	)		$	(72,122	)		$	(493,433	)
Income (Loss) tax expense				$	-			$	-			$	-
Net Income (Loss)				$	(22,201	)		$	(72,122	)		$	(493,433	)
Net income (loss) per common share- Basics				$	(0.00	)		$	(0.00	)		$	(0.01	)
Net income (loss) per common share- Diluted				$	(0.00	)		$	(0.00	)		$	(0.01	)
Other comprehensive income (loss), net of tax:
	Foreign currency translation adjustments			$	-			$	-			$	288
		Other comprehensive income (loss)		$	-			$	-			$	288
Comprehensive Income (Loss)				$	(22,201	)		$	(72,122	)		$	(493,145	)

  

F-3

 

A & C United Agriculture Developing Inc

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS EQUITY

The Period February 7, 2011 ( Date of Inception)

through December 31, 2014

  

														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
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
Adjustment for currency rate exchange																		$	-			$	-
Net loss for the period ended December 31, 2014														$	(22,201	)			-			$	(22,201	)
Balance, December 31, 2014			36,611,495			$	36,612			$	873,838			$	(493,433	)		$	288			$	417,305

 

F-4

 

A & C United Agriculture Developing Inc

(A Development Stage Enterprise)

STATEMENT OF CASH FLOWS

  

											Cumulative from
			Three Months Ended				Three Months Ended				February 7, 2011 (Date of Inception) Through
			December 31,				December 31,				December 31,
			2014				2013				2014
			(Unaudited)				(Unaudited)				(Unaudited)
Operating Activities:
Net income (loss)			$	(22,201	)		$	(72,122	)		$	(493,433	)
Adjustments to reconcile net income to net cash provided by operating activities:
	Non-cash portion of share based legal fee expense			-				-				64,450
	Non-cash portion of share based consulting fee expense			-				50,000				70,500
	Depreciation expenses			1,360				1,360				10,882
	Deferred interest expense			31				31				(127	)
	Inventory			214,290				(138,390	)			(31,235	)
	Accounts Receivable			(40,000	)			(84,000	)			(230,000	)
	Prepaid expense			-				(1	)			(309	)
	Prepaid to supplier			-				18,200				-
	Accrued expenses liability			(266	)			1				1,853
	Account payable			(74,427	)			196				11,573
	Credit card payable			165				(2,834	)			4,462
	Net cash provided by operating activities		$	78,952			$	(227,559	)		$	(591,384	)
Investing Activities:
	Purchase of property, plant and equipment			-				-				(27,206	)
	Net cash provided by investing activities		$	-			$	-			$	(27,206	)
Financing Activities:
	Loan from shareholders		$	(1,504	)		$	2,796			$	3,902
	Advances to Officer			10,503				9,376				(15,142	)
	Long term Loans			(3,065	)			(2,299	)			8,429
	Proceeds from issuance of common stock			-				-				775,500
	Net cash provided by financing activities		$	5,934			$	9,873			$	772,689
	Effect of Exchange Rate on Cash		$	-			$	-			$	288
Net increase (decrease) in cash and cash equivalents			$	84,886			$	(217,686	)		$	154,387
Cash and cash equivalents at beginning of the period			$	69,501			$	384,675			$	-
Cash and cash equivalents at end of the period			$	154,387			$	166,989			$	154,387

 

F-5

 

A & C UNITED AGRICULTURE DEVELOPING INC

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE A – BUSINESS DESCRIPTION

 

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. In addition to the U.S. operation, the Company established a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2014, 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 to raise funds to grow our business and better serve our existing customers. In order to reach these goals, the Company believes that, the best solution is to integrate and manage all links along the food production chain – seeds, farming, processing.

 

The Company’s strategy of implementing the above solution has two tiers:

 

1.	Overall, we strive to leverage our existing seeds business as a foundation and a starting point for the entire production chain, and gradually involve the downstream links by engaging other projects simultaneously, such as fertilizer project on the farming side and carrot project that falls into the processing arena.
2.	Within the seeds sector, we will focus on the research and development. We believe that by developing our own intellectual property on our product, we can transform ourselves from a seed distributor to a more diversified seed company, and thus we hope to be able to obtain higher margins.

   

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.

 

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.

 

F-6

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

 

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 December 31, 2014, the company had cash and cash equivalents of $ 154,387.

 

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 December 31, 2014, the company has property, plant, and equipment at a net cost of $ 16,324, and $ 1,360 of accumulated depreciation expense was recorded.

 

Account Receivable

 

As of December 31, 2014, the Company had account receivable of $ 230,000.

 

Prepaid Expense

 

As of December 31, 2014, the Company had prepaid expense of $ 309 for rent and other expenses.

 

F-7

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Stock-Based Compensation

 

The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

 

On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.

 

On July 16, 2012, 150,000 shares were issued to Michael Williams for legal services of $30,000 at $0.20 per share.

 

On June 20, 2012, 25,000 shares were issued to Pivo Associates for services of $5,000 at $0.20 per share.

 

On March 12, 2013, 50,000 shares were issued to three shareholders @ $ 0.25 per share for consulting service value $ 12,500.

 

On April 29, 2013, 12,000 shares were issued to Blue Future, Inc for consulting and advising services of $3,000 at $0.25 per share.

 

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.

 

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.

 

F-8

  

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 December 31 2014, the Company has $ 31,235 inventories recorded, which included $ 31,171 various vegetable seeds in stock in USA and has $ 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.

 

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 December 31, 2014, the Company has a net car loan of $ 8,429.

 

Revenue Recognition

 

In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 “Revenue Recognition for Sales of Product”, the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met: 

 

·	The seller’s price to the buyer is substantially fixed or determinable at the date of sale.
·	The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.
·	The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.
·	The buyer acquiring the product for resale has economic substance apart from that provided by the seller.
·	The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.
·	The amount of future returns can be reasonably estimated.

  

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

 

The Company had total revenue of $ 240,000 and $ 212,843 for the fiscal quarter ended December 31, 2014 and 2013 respectively and $ 1,997,597 for the period of February 7, 2011 to December 31, 2014.

 

F-9

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (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, 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 $ 245,525 inventory as of September 30, 2014.

 

From the period of October 1, 2014 to December 31, 2014, the Company purchase $ 1,710 vegetable seeds from US suppliers and Europe suppliers; and there are $ 31,235 inventories as of December 31, 2014.

 

For the fiscal quarter ended December 31, 2014, the Company had related cost of goods sold expense and freight cost of $ 2,767.

 

As a result, a total of $ 218,767 and $ 188,851 cost of goods sold was recorded for the fiscal quarter ended December 31, 2014 and 2013; and $ 1,815,889 cost of goods sold was recorded for the period of February 7, 2011 to December 31, 2014.

 

Comprehensive Income

 

The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.

 

F-10

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Operating 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, 2014 through February 29, 2015 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 December 31, 2014 and 2013, there was a total of $ 43,434 and $ 96,114 operating expenses respectively. For the cumulative period from February 7, 2011 (Date of Inception) to December 31, 2014, there was a total of $ 675,133 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 December 31, 2014 and 2013 is $ 20,438 and $ 16,148 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 $ 2,623 and $ 57,700 for the fiscal quarter ended December 31, 2014 and 2013 respectively.

 

F-11

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements

 

The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:

 

Pronouncement		Issued		Title
ASC 605		October 2009		Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force
ASC 860		December 2009		Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets
ASC 505		January 2010		Accounting for Distributions to Shareholders with Components of Stock and Cash – a consensus of the FASB Emerging Issues Task Force
ASC 810		January 2010		Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification
ASC 718		January 2010		Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation
ASC 820		January 2010		Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements
ASC 810		February 2010		Consolidation (Topic 810): Amendments for Certain Investment Funds
ASC 815		March 2010		Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives
ASC-310 Receivables		July 2010		For public entities, the disclosure as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. For nonpublic entities, the disclosures are effective for annual reporting period ending on or after December 15, 2011.

 

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

 

F-12

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE B – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

NOTE C – RELATED PARTY TRANSACTIONS

 

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

  

As of December 31, 2014, 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	40.97%
Yidan Liu	President	15,000,000	$15,000	2/7/2011	40.97%
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		82.58%

________

*Based upon total outstanding shares 36,611,495 as of December 31, 2014.

 

Advance for Company Expense to Officers

 

As of December 31, 2014, the Company advanced $15,142 to the officer, Jun Huang, for operating and marketing activity of the corporation in Sweden and Asia. These expenses were paid by Mr. Huang on behalf of the Company; this amount is not repayable by Mr. Huang as it was paid for Company expenses and not retained by him personally.

 

Loans from Officers/Shareholders

 

As of December 31, 2014, the officer, Yidan Liu, loaned $ 3,902 to the Company for purchases and operating expenses. The outstanding balance is due on demand and no agreement was signed.

 

F-13

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

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.

 

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.

 

Therefore, as of December 31, 2014, there was total of 36,611,495 shares issued and outstanding.

 

F-14

  

A & C UNITED AGRICULTURE DEVELOPING INC 

NOTES TO FINANCIAL STATEMENTS

---

 

NOTE E – GOING CONCERN

 

The Company is currently in the development stage and their activities consist solely of 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 December 31, 2014 the cash and cash equivalent balance was $ 154,387 and there is cumulative net loss of $ 493,433 for the cumulative period from February 7, 2011 (Date of Inception) to December 31, 2014.

 

F-15

  

Exhibit A

 

											Cumulative from
			Three Months Ended				Three Months Ended				February 7, 2011 (Dateof Inception) To
			December 31,				December 31,				December 31,
			2014				2013				2014
Operating Expense
	Bank Service Charges			51				25				1,139
	Auto and Truck Expenses			228				239				1,785
	Depreciation Expense			1,360				1,360				10,882
	License & Registration			-				7,873				7,023
	Meals and Entertainment			2,168				3,025				18,578
	Membership fee			-				-				505
	Conference and Meeting			980				-				4,539
	Marketing and Promotion Expense			-				639				4,002
	Insurance Expense			5,256				-				18,893
	Interest Expense			31				31				252
	Office Supplies			-				587				11,072
	Payroll Expenses			20,438				16,148				136,190
	Telephone Expense			-				-				400
	Utilities			-				-				41
	Website Expense			-				-				2,181
	Postage and Delivery			4				217				832
	Repairs and Maintenance			528				-				1,491
	Training & Education Expense			-				-				480
	Medical Expenses			-				-				778
	Printing and Reproduction			-				-				135
	Research and Survey expenses			572				-				572
	Software			-				-				394
	Professional Fees			2,623				57,700				343,395
	Travel Expense			8,688				7,759				95,748
	Rent Expense			507				511				13,826
Total Operating Expense			$	43,434			$	96,114			$	675,133

  

F-16

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-Q.

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

Overview

 

A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. In addition to the U.S. operation, the Company established a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2014, 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 to raise funds to grow our business and better serve our existing customers. In order to reach these goals, the Company believes that, the best solution is to integrate and manage all links along the food production chain – seeds, farming, processing.

 

The Company’s strategy of implementing the above solution has two tiers:

 

1.	Overall, we strive to leverage our existing seeds business as a foundation and a starting point for the entire production chain, and gradually involve the downstream links by engaging other projects simultaneously, such as fertilizer project on the farming side and carrot project that falls into the processing arena.
2.	Within the seeds sector, we will focus on the research and development. We believe that by developing our own intellectual property on our product, we can transform ourselves from a seed distributor to a more diversified seed company, and thus we hope to be able to obtain higher margins.

 

4

  

We continue to meet vegetable seed breeders, producers, growers, freezers and processors in the U.S., Europe and in China and, as previously reported, we have signed a 4-year agreement with CapGen, a Spanish breeder for which we have already trialed their varieties. We believe based upon our knowledge of our industry that CapGen is regarded by others in the industry as having a strong research and development platform and well-known breeders.

 

Currently we are evaluating the trial involves over 300 varieties across 2 Chinese locations with CapGen. Some varieties performed well in 2014. However, it might take us another (or even more) full life cycle of test before we could finalize the selection.

  

We are also working with a number of American breeders, including Dr. Ladd, Integra Hybrids, LLC, with experiment and trialing. We have reviewed the trial results with Dr. Ladd in person and received advice for the future trials. The Letter of Intent we signed in 2014 is still valid. However, we still currently have no binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates to develop the carrot market in China or undertake any other activities other than set forth in the letter of intent. There is no assurance that we will ever have a binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates or that we will develop the carrot market in China or undertake any other similar activities.

 

The Company has also met two, out of many, Chinese agriculture companies that have shown an interest in collaborating with A & C United Agriculture Developing Inc. in order to build/enhance a vegetable production chain. We have verbally agreed to work on with them on projects but have not yet progressed to a discussion of a formal agreement and the terms thereof. As such, there is no assurance that we will ever have a binding agreement, commitment or understanding with these companies.

 

The Company is currently working on the business plan for our seed R&D project and plan to conduct fund raising campaign in the first quarter of 2015 for this project. There is no assurance that we will ever be able to implement this aspect of our future business plan. The Company believes the two crucial pieces, R&D capability and teams, for the project are in place for the company to move forward. We now have the breeders and their team on board. And over the past few years, we have established stable relationship with Chinese companies that are specialized in variety trialing, selection and commercializing across the seed industry. The proceedings we obtain from the campaign will be primarily used to integrate above resources.

 

The Company’s management team has kicked off the DTC Eligibility application process and we expect to have it cleared in the first quarter of 2015.

 

Results of Operations

 

For the first quarter end ended December 31, 2014 vs. 2013 

  

Revenue

 

There was $ 240,000 and $ 212,843 revenue generated for the first quarter end ended December 31, 2014 and 2013 due to increased sales efforts.

 

5

  

Cost of Revenue

 

There was $ 218,767 and $ 188,851 cost of goods sold incurred for the first quarter end ended December 31, 2014 and 2013 respectively. The cost of goods sold increased due to the increasing of revenue.

 

Expense

 

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

 

For the first quarter end ended December 31, 2014 and 2013, there was a total of $ 43,434 and $96,114 operating expenses respectively. The decrease was primarily in the reduction of professional fees as follows: $ 2,623 out of the total $ 43,434 was professional service fee due to company filling with the SEC, and $57,700 out of the total $96,114 was professional service fee due to company listing, consulting, and filling with the SEC.

 

 For the cumulative period from February 7, 2011 (Date of Inception) to December 31, 2014, there was a total of $675,133 operating expenses.

 

											Cumulative from
			Three Months Ended				Three Months Ended				February 7, 2011 (Dateof Inception) To
			December 31,				December 31,				December 31,
			2014				2013				2014
Operating Expense
	Bank Service Charges			51				25				1,139
	Auto and Truck Expenses			228				239				1,785
	Depreciation Expense			1,360				1,360				10,882
	License & Registration			-				7,873				7,023
	Meals and Entertainment			2,168				3,025				18,578
	Membership fee			-				-				505
	Conference and Meeting			980				-				4,539
	Marketing and Promotion Expense			-				639				4,002
	Insurance Expense			5,256				-				18,893
	Interest Expense			31				31				252
	Office Supplies			-				587				11,072
	Payroll Expenses			20,438				16,148				136,190
	Telephone Expense			-				-				400
	Utilities			-				-				41
	Website Expense			-				-				2,181
	Postage and Delivery			4				217				832
	Repairs and Maintenance			528				-				1,491
	Training & Education Expense			-				-				480
	Medical Expenses			-				-				778
	Printing and Reproduction			-				-				135
	Research and Survey expenses			572				-				572
	Software			-				-				394
	Professional Fees			2,623				57,700				343,395
	Travel Expense			8,688				7,759				95,748
	Rent Expense			507				511				13,826
Total Operating Expense			$	43,434			$	96,114			$	675,133

  

6

 

Income & Operation Taxes

 

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

 

We paid no income taxes in USA for the first quarter end ended December 31, 2014 due to the net operation loss in the USA.

  

Net Loss

 

We incurred net losses of $ 22,201 and $ 72,122 for the first quarter end ended December 31, 2014 and 2013, and net losses of $ 493,433 for period from February 7, 2011 to December 31, 2014 for the reasons set forth above.

 

Milestone Table

 

Event		Actions		Anticipated Time Frame		Total estimated cost
Obtain DTC Eligibility		Hire consulting firm  Prepare required documents File application		By 3/31/2015		$	15,000
Continue to work with the Chinese companies on a potential collaboration		Ad hoc business trips		By 12/31/2015		$	5,000
Continue trials of carrots and other varieties obtained from Europe companies.				By 6/30/2015		$	10,000
Seed R&D project fund raising campaign		Materials prep. Investor conference Road shows		By 8/31/2015		$	50,000

 

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.

 

7

  

Liquidity and Capital Resources

 

		At December 31,				At December 31,				At September 30,
		2014				2013				2014
Current Ratio*			14.81				23.34				5.02
Cash		$	154,387			$	166,989			$	69,501
Working Capital***		$	409,284			$	528,611			$	433,158
Total Assets		$	447,523			$	575,377			$	548,822
Total Liabilities		$	30,218			$	24,648			$	109,316
Total Equity		$	417,305			$	550,729			$	439,506
Total Debt/Equity**			0.07				0.04				0.25

_______________

*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 $ 154,387 and $166,989 at first quarter ended December 31, 2014 and 2013 and the working capital of $ 409,284 and $528,611 with liabilities of $ 30,218 and $ 24,648 for the same periods.

 

As of December 31, 2014, we have $ 154,387 in cash and $ 230,000 in accounts receivable. As shown in the Milestone Table above, we need a minimum of approximately $80,000 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.

 

8

  

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 December 31, 2014, 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.

 

9

  

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.

 

10

  

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.

 

11

  

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		February 4, 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		February 4, 2015
				Financial Officer andPrincipal Accounting Officer

  

12

 

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.

 

 

13

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