10-K 1 acug_10k.htm FORM 10-K acug_10k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2015

 

 

OR

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

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

27-5159463

(State or other jurisdiction of incorporation or organization)

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

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 (Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . 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. (Check one):

 

Large accelerated filer 

o

Accelerated filer 

o

Non-accelerated filer

o

Smaller reporting Company

x

(Do not check if a smaller reporting Company)

 

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act.) Yes o No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: The Registrant's common stock trade price on March 31, 2015 was $.25. Based upon that price of $.25 per share and 6,496,495 shares held by non-affiliates, this amount is $1,624,123.70.

 

We have 36,731,495 shares of common stock outstanding as of December 1, 2015.

 

 


TABLE OF CONTENTS

 

PART I

 

 

 

 

 

Item 1. 

Description of Business

 

4

 

 

 

 

 

 

Item 2. 

Description of Property

 

8

 

 

 

 

 

 

Item 3. 

Legal Proceedings

 

8

 

 

 

 

 

 

Item 4. 

Mine Safety Disclosures

 

8

 

 

 

 

 

 

Item 5. 

Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

 

9

 

 

 

 

 

 

Item 6.

Selected Consolidated Financial Data

 

9

 

 

 

 

 

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

 

10

 

 

 

 

 

 

Item 7A. 

Quantitative and Qualitative Disclosures About Market Risk

 

13

 

 

 

 

 

 

Item 8. 

Financial Statements

 

14

 

 

 

 

 

 

Item 9. 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

 

32

 

 

 

 

 

 

Item 9A. 

Controls and Procedures

 

32

 

 

 

 

 

 

Item 9B. 

Other Information

 

33

 

 

 

 

 

 

Item 10. 

Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

 

34

 

 

 

 

 

 

Item 11. 

Executive Compensation

 

37

 

 

 

 

 

 

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

37

 

 

 

 

 

 

Item 13. 

Certain Relationships and Related Transactions, and Director Independence.

 

38

 

 

 

 

 

 

Item 14. 

Principal Accountant Fees and Services

 

39

 

 

 

 

 

 

Item 15. 

Exhibits

 

39

 

 

 
2
 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

 

This Annual Report on Form 10-K , the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that A & C United Agriculture Developing, Inc. (hereinafter referred to as "we," "us," "our," "our Company" or "A&C") expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "will continue," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

 

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

 

The industry and market data contained in this report are based either on our management's own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

 

 
3
 

 

PART I

 

Item 1. Description of Business

 

Overview

 

A & C United Agriculture Developing Inc., or the "Company," is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.

 

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

 

Since the inception, the Company's long-term goals have been to solve some of the major agricultural challenges in China, such as food safety issue, soil health problem and outdated farming practices, as well as to raise funds via an IPO to grow our business and to become the leader in the agriculture area. As the Company's name has suggested, the management team believes by unifying the valuable resources the Company is able to access, the above goals can be realized.

 

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

 

Current Operational Activities

 

The Company has enhanced the seeds business by providing value-added services to some of the major buyers. The Company has organized meetings, seminars and trainings in Europe and China, in order for buyers to learn the most advanced technologies and farming practices. Another aspect of value-added service is that the Company is spending more time and resources to conduct variety trials, so that the Company can share more experience of growing the variety and can provide more accurate characteristics about the variety.

 

The revenue of the third quarter is lower than anticipated due to delayed shipments, however the revenue for the first fiscal quarter of 2016 is estimated to be higher than anticipated as it will include revenue for the delayed shipments. The management team will strive to maintain this momentum. On the other hand, the Company is focusing on increasing the profit margin by creating more value-added services.

 

The trials with CapGen are still progressing and the Company has identified a few varieties for test sales. We have invited the breeder to visit China again to better communicate the trend of the market. As of the reporting date, we have completed the meeting with CapGen. We have reviewed the trial results and communicated the popular varieties in both China market and Europe market. CapGen will provide us more varieties targeting the China market for us to trial.

 

Outside the seed business, the management team has also been working with potential investors on some of the major projects the Company has been working on. Currently, the Company is working with an investment group in Singapore on a project that is targeting overused farm lands. China central government just issued a new policy for zero increase of traditional fertilizer. It encourages organic, more eco-friendly solution for the soil health issue which we believe is serious in China. The Company believes this may create greater opportunities for the companies such as ours that have already put efforts in the field. There is no written agreement as of today and might never have one between the two parties however we have exchanged ideas and strategies of how the entire project should proceed. This project, according to the knowledge we have today, should be able to help us increase total revenue and build the foundation for what we hope one day could be an up-listing to the NASDAQ market.

 

During the next 12 months, we anticipate continuing our efforts to raise capital through follow up meetings with potential investors from Singapore, although there is no assurance we will raise capital from these or other investors as we have no contracts, agreements or commitments from this or other funding sources.

 

We believe we will 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.

  

 
4
 

  

Sales, Marketing and Distribution

 

Currently we have sold vegetable seeds to distributors that are located Beijing and Guangdong provinces who resell these seeds throughout China. We currently sell only to distributors and not to end users. We select and test various types of seeds for different weather types at different locations. We believe that higher germination rate, high yielding, stability, relatively shorter maturity are the main criteria for most of the customers and end users. We currently offer and sell and in the future will continue to offer and sell only seeds that have not been genetically modified. GMO stands for genetically modified organism and is an organism whose genetic material has been altered using genetic engineering techniques. GMO vegetable seeds are not allowed to be sold in China. We do not have written contracts with our current customers and end users.

 

We primarily sell our seed through our network of distributors and dealers and brokers in China. We do not currently have or expect to have in the future formal distribution agreements with our distributors, but instead, will operate on the basis of purchase orders and invoices. The price, terms of sale, trade credit and payment terms are negotiated on a customer-by-customer basis. Our arrangements with our distributors do not include a right of return. Typical terms for customers require payment in full within 60 days of the date of shipment. In certain cases such as supply shortage, sales to our dealers will be paid in advance. Our credit policies are determined based upon the long-term nature of the relationship with our customers and end users. Credit limits are now and will continue to be established for individual customers based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable.

 

We believe that selling through dealers and distributors will enable us to reach growers in areas where there are geographic or other constraints on direct sales efforts. We select dealers and distributors based on shared vision, technical expertise, local market knowledge and financial stability. We will limit the number of dealers with whom we have relationships in any particular area. In addition, we are building dealer/distributor loyalty through an emphasis on service, access to breeders, ongoing training and promotional material support.

 

Our best marketing tool has been and will continue to be the word of mouth. We have participated and plan to continue to participate in important national/international seed shows globally several times a year to networking and social marketing.

 

Supply and Trial Cycle

 

Based upon management's experience in the industry and our operating history to date, we believe there is an adequate supply in the United States of the types of vegetable seeds we intend to sell in China. We believe that with advanced technology and mature global seed accessibility, U.S seed companies have provided us with and will in the future continue to be able to provide us with the varieties Chinese end users are looking for. We continue to be focused on finding the right varieties. We first collect specifications from Chinese end users, then match them with the varieties available in the U.S. We ask suppliers for samples or sometimes purchase small amount of seeds. We then try them in various locations in China at different planting seasons.

 

We have identified most of the farms for potential trials from farms our management has worked with or are targeting for initial seed trials through the trial businesses run by our management. We have not encountered any significant obstacles in getting theses farms to test our seeds. These farms have their own trial areas side by side with their production farm land. We have sold and will continue to sell them our new varieties of seeds to plant in the trial areas next to the areas where they grow their vegetables with their existing seed varieties. We believe, and we have seen in operation, that this type of trial process do not significantly impact these farms current production, as it uses a small test area next to where they have traditionally grown their vegetables, and thus provides the best test results since our seeds will be used to grow vegetables in the same location and conditions as their existing vegetable production. The challenge we have is that not all the varieties we may initially select will prove to work as well as we believed in China. Some varieties we have trialed have worked and some have not. The trial cycle can be over a year in some cases.

 

We do not offering any material right of return on our product although we do reimburse buyers on a case-by-case basis if seeds we sell do not perform well for a particular grower through no fault of the grower.

 

 
5
 

  

Seasonality

 

Sale of vegetable seed is affected by seasonal planting patterns of farmers in the geographical areas in China which our seed varieties are currently will in the future be sold. We believe that our sales and earnings performance in North China typically will be the strongest in the autumn and South China in spring. We believe that our working capital requirements will be typically greatest in our second and third fiscal quarters since payments to growers are largely deferred until this time. We believe that our trade receivables will be at a low point in August and increase through the selling season to peak at the end of the second fiscal quarter.

 

Customers

 

We are currently selling our seeds only to wholesalers in China. We are continuing our efforts to ramp up our selling efforts in China in fiscal year 2016. Although we may source seeds and strategic agreement from the U.S. and Europe, we have not to date but might in the future plan on selling our seeds or conducting related aspects of our business other than in China.

 

Our Competition and Our Market Position

 

Competition in the vegetable seed industry in China and internationally is intense. We face direct competition by other seed companies, including small family-owned businesses, as well as subsidiaries or other affiliates of chemical, pharmaceutical and biotechnology companies, many of which have substantially greater resources than we do. We are a small competitor in the market.

 

Our principal larger competitors are Monsanto, Syngenta, Limagrain, Bejo, China National Seed Group Co., Ltd. We compete with these larger competitors by offering more flexibility and quicker turnaround time when potential customers or distributors are asking for new seed varieties. There are about 50-60 small to mid-size local Chinese companies that are also importing foreign seeds with which we also compete. We use our management research on the American seed supplier market and contacts we have made with the American supplier market in competing with these competitors, although this may not give us any competitive advantage over our competitors.

 

However, many of our existing and potential competitors have substantially greater research and product development capabilities and financial, marketing and human resources than we do. As a result, these competitors may:

 

 

·

succeed in developing products that are equal to or superior to our products or potential products or that achieve greater market acceptance than our products or potential products;

 

 

 

 

·

devote greater resources to developing, marketing or selling their products;

 

 

 

 

·

respond more quickly to new or emerging technologies or scientific advances which could render our products or potential products obsolete or less preferable;

 

 

 

 

·

obtain patents that block or otherwise inhibit our ability to develop and commercialize potential products we might otherwise develop;

 

 

 

 

·

withstand price competition more successfully than we can;

 

 

 

 

·

establish cooperative relationships among themselves or with third parties that enhance their ability to address the needs of our customers or prospective customers; and

 

 

 

 

·

take advantage of acquisition or other opportunities more readily than we can.

 

 

6

 

 

Environmental and Regulatory Matters

 

Our agricultural operations are subject to a broad range of evolving environmental laws and regulations. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive Environmental Response, Compensation and Liability Act. These environmental laws and regulations are intended to address concerns related to air quality, storm water discharge and management and disposal of agricultural chemicals relating to seed treatment both for domestic and overseas varieties.

 

Compliance with these laws and related regulations is an ongoing process that is not expected to have a material effect on our capital expenditures, earnings or competitive position. Environmental concerns are, however, inherent in most major agricultural operations, including those conducted by us, and there can be no assurance that the cost of compliance with environmental laws and regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased compliance costs.

 

We also are subject to the Federal Seed Act (the "FSA"), which regulates the interstate shipment of agricultural and vegetable seed. The FSA requires that seed shipped in interstate commerce be labeled with information that allows seed buyers to make informed choices and mandates that seed labeling information and advertisements pertaining to seed must be truthful. The FSA also helps promote uniformity among state laws and fair competition within the seed industry.

 

Internationally, we are subject to various government laws and regulations (including the U.S. Foreign Corrupt Practices Act and similar non-U.S. laws and regulations) and local government regulations. To help ensure compliance with these laws and regulations, we have adopted specific risk management and compliance practices and policies, including a specific policy addressing the U.S. Foreign Corrupt Practices Act.

 

We are also subject to numerous other laws and regulations applicable to businesses operating in China, including, without limitation, health and safety regulations. Specifically, vegetable seeds are allowed with to be imported from the U.S. into China with no Chinese taxes under an application process. For each import transaction, we need to submit the import/export application form that contains seed quantity and its Latin term to China Agriculture Department. If the seeds are not on a prohibited list, then the approval is granted. The procedure involves the following steps:

 

 

·

First, submit the import/export application form that contains seed quantity and its Latin term to China Agriculture Department. If the seeds are not on a prohibited list, then the approval is granted. We anticipate this will take approximately two weeks.

 

 

 

 

·

Second, Once we get the approval from the China Agriculture Department, we submit our request to a sub-department within China Agriculture Department to get the phytosanitary request, on which they will list all

 

 

 

 

·

the diseases China does not allow that might come with this variety we are importing. We anticipate this will take approximately two weeks.

 

 

 

 

·

Third, Once we get the list of diseases, we will send it to the seed supplier located in U.S., and the supplier will provide the phytosanitary certificate with the seed to indicate the seed does not contain any of the diseases listed in the phytosanitary request from China. We anticipate this will take approximately two weeks.

 

 

 

 

·

Finally, the original phytosanitary certificate will be sent with the seeds when we ship the seeds to the importer in China. An electronic copy will be sent to the importer as an advance notice.

  

The average total time it will take to secure all required permits for import of our seeds has been approximately five weeks, but in the future this period could be longer or shorter depending upon each particular seed variety we want to import. If we do not secure these required permits from the China Agriculture Department for each of our seed import transactions, we would not be able to import the seeds subject to that request or fill the related customers or distributors orders.

 

 
7
 

 

Research and Development

 

As of the date of filing this report, we have established an agreement with CapGen, a Spanish breeder. Based on the agreement, we will work together to collect specification on varieties that are popular in the Chinese market and produce seeds using CapGen's existing R&D platform.

 

Our Intellectual Property

 

We have no intellectual property.

 

Our Employees

 

Our only employees are our management.

 

Additional Information

 

We are a public Company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.

 

Item 2. Description of Property

 

Our business office address is Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.

 

 

·

Name of Landlord: Regus

 

 

 

 

·

Term of Lease: 2/24/2015 to 2/28/2016, automatically extended an additional year.

 

 

 

 

·

Monthly Rental: $169

 

The property is adequate for our current needs.

 

In Stockholm, we use the home of one of our officers and directors at no charge to us.

 

In China we may make one-time payments to land owners to use their land for our seed trials in China.

  

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

 

Item 3. Legal Proceedings

 

We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.

 

Item 4. Mine Safety Disclosures

 

None

 

 
8
 

 

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

 

Trading History

 

Our common stock is quoted on the Over-The-Counter Market under the symbol "ACUG"

 

Bid Information*

 

Financial Quarter Ended

 

High Bid

 

 

Low Bid

 

30-Sep-15

 

$0.25

 

 

$0.1

 

30-Jun-15

 

$0.35

 

 

$0.1

 

31-Mar-15

 

$0.25

 

 

$0.1

 

31-Dec-14

 

$0.51

 

 

$0.1

 

30-Sep-14

 

$0.51

 

 

$0.1

 

30-Jun-14

 

$0.51

 

 

$0.25

 

31-Mar-14

 

$0.51

 

 

$0.25

 

31-Dec-13

 

$0.51

 

 

$0.25

 

_________ 

* The quotation do not reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant.

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

 

·

we would not be able to pay our debts as they become due in the usual course of business; or

 

 

 

 

·

our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None

 

Item 6. Selected Consolidated Financial Data

 

Not required.

 

 
9
 

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results 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-K.

 

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

 

Since the inception, the Company's long-term goals have been to solve some of the major agricultural challenges in China, such as food safety issue, soil health problem and outdated farming practices, as well as to raise funds via an IPO to grow our business and to become the leader in the agriculture area. As the Company's name has suggested, the management team believes by unifying the valuable resources the Company is able to access, the above goals can be realized.

 

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

 

Current Operational Activities

 

The Company has enhanced the seeds business by providing value-added services to some of the major buyers. The Company has organized meetings, seminars and trainings in Europe and China, in order for buyers to learn the most advanced technologies and farming practices. Another aspect of value-added service is that the Company is spending more time and resources to conduct variety trials, so that the Company can share more experience of growing the variety and can provide more accurate characteristics about the variety.

 

The revenue of the third quarter is lower than anticipated due to delayed shipments, however the revenue for the first fiscal quarter of 2016 is estimated to be higher than anticipated as it will include revenue for the delayed shipments. The management team will strive to maintain this momentum. On the other hand, the Company is focusing on increasing the profit margin by creating more value-added services.

 

The trials with CapGen are still progressing and the Company has identified a few varieties for test sales. We have invited the breeder to visit China again to better communicate the trend of the market. As of the reporting date, we have completed the meeting with CapGen. We have reviewed the trial results and communicated the popular varieties in both China market and Europe market. CapGen will provide us more varieties targeting the China market for us to trial.

 

 
10
 

 

Outside the seed business, the management team has also been working with potential investors on some of the major projects the Company has been working on. Currently, the Company is working with an investment group in Singapore on a project that is targeting overused farm lands. China central government just issued a new policy for zero increase of traditional fertilizer. It encourages organic, more eco-friendly solution for the soil health issue which we believe is serious in China. The Company believes this may create greater opportunities for the companies such as ours that have already put efforts in the field. There is no written agreement as of today and might never have one between the two parties however we have exchanged ideas and strategies of how the entire project should proceed. According to the knowledge we have today, we hope that this project will be able to help us increase total revenue and build the foundation for what we hope one day could be an up-listing to the NASDAQ market.

 

During the next 12 months, we anticipate continuing our efforts to raise capital through follow up meetings with potential investors from Singapore, although there is no assurance we will raise capital from these or other investors as we have no contracts, agreements or commitments from this or other funding sources.

  

Results of Operations

 

For the fiscal year ended September 30, 2015 vs. 2014

 

Revenue

 

There was $ 731,815 and $ 613,368 revenue generated for the fiscal year ended September 30, 2015 and 2014, which was increased 19%.

 

Cost of Revenue

 

There was $ 645,415 and $ 552,031 cost of goods sold incurred for the fiscal year ended September 30, 2015 and 2014 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 fiscal year ended September 30, 2015 and 2014, there was a total of $ 242,473 and $ 244,663 operating expenses respectively. The decrease was primarily in the reduction of professional fees as follows: $ 50,262 out of the total $ 242,473 was professional service fee due to Company filling with the SEC, and $ 93,036 out of the total $ 244,663 was professional service fee due to Company listing and filling with the SEC. However, this decrease was offset by increases in medical expenses, payroll and rent.

 

 
11
 

 

For the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2015, there was a total of $874,172 operating expenses.

 

 

 

Year Ended

 

 

Year Ended

 

 

Cumulative from

February 7, 2011 (Date

of Inception) To

 

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

Operating Expense

 

 

 

 

 

 

 

 

 

Bank Service Charges

 

 

516

 

 

 

383

 

 

 

1,604

 

Auto and Truck Expenses

 

 

1,630

 

 

 

406

 

 

 

3,187

 

Depreciation Expense

 

 

5,441

 

 

 

5,441

 

 

 

14,963

 

License & Registration

 

 

2,050

 

 

 

1,107

 

 

 

9,073

 

Meals and Entertainment

 

 

9,056

 

 

 

9,509

 

 

 

25,466

 

Membership fee

 

 

95

 

 

 

-

 

 

 

600

 

Conference & Meeting

 

 

1,300

 

 

 

1,212

 

 

 

4,859

 

Marketing & Promotion Expense

 

 

136

 

 

 

2,198

 

 

 

4,138

 

Insurance Expense

 

 

10,367

 

 

 

12,392

 

 

 

24,004

 

Interest Expense

 

 

155

 

 

 

126

 

 

 

376

 

Office Supplies

 

 

1,461

 

 

 

5,621

 

 

 

12,533

 

Payroll Expenses

 

 

80,694

 

 

 

66,774

 

 

 

196,446

 

Telephone Expense

 

 

557

 

 

 

320

 

 

 

957

 

Utilities

 

 

-

 

 

 

-

 

 

 

41

 

Website Expense

 

 

574

 

 

 

96

 

 

 

2,755

 

Postage and Delivery

 

 

151

 

 

 

330

 

 

 

979

 

Repairs and Maintenance

 

 

1,592

 

 

 

963

 

 

 

2,555

 

Training & Education Expense

 

 

-

 

 

 

480

 

 

 

480

 

Medical Expenses

 

 

5,440

 

 

 

778

 

 

 

6,218

 

Printing and Reproduction

 

 

-

 

 

 

-

 

 

 

135

 

Research and Survey expenses

 

 

571

 

 

 

-

 

 

 

571

 

Software

 

 

106

 

 

 

-

 

 

 

500

 

Professional Fees

 

 

50,262

 

 

 

93,036

 

 

 

391,034

 

Travel Expense

 

 

47,684

 

 

 

41,452

 

 

 

134,744

 

Rent Expense

 

 

22,635

 

 

 

2,039

 

 

 

35,954

 

Total Operating Expense

 

 

242,473

 

 

$244,663

 

 

$874,172

 

 

Income & Operation Taxes

 

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

 

We paid no income taxes in USA for the fiscal year ended September 30, 2015 due to the net operation loss in the USA.

 

Net Loss

 

We incurred net losses of $ 156,073 and $ 183,326 for the fiscal year ended September 30, 2015 and 2014, and net losses of $ 627,305 for period from February 7, 2011 to September 30, 2015 for the reasons set forth above.

 

Liquidity and Capital Resources

 

 

 

At September 30,

 

 

At September 30,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Current Ratio

 

 

4.86

 

 

 

5.02

 

Cash

 

$32,745

 

 

$69,501

 

Working Capital

 

$281,653

 

 

$433,158

 

Total Assets

 

$366,870

 

 

$548,822

 

Total Liabilities

 

$72,974

 

 

$109,316

 

 

 

 

 

 

 

 

 

 

Total Equity

 

$293,896

 

 

$439,506

 

 

 

 

 

 

 

 

 

 

Total Debt/Equity

 

 

0.25

 

 

 

0.25

 

 

* Current Ratio = Current Assets /Current Liabilities.

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

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

 

 
12
 

 

The Company had cash and cash equivalents of $ 32,745 and $ 69,501 at fiscal year ended September 30, 2015 and 2014 and the working capital of $ 281,653 and $ 433,158 with liabilities of $ 72,974 and $ 109,316 for the same periods.

 

As of September 30, 2015, we have $ 32,745 in cash and $ 41,800 in account receivable. With general operating costs, bank service fees and those costs associated with SEC requirements associated with staying public, we anticipate an average monthly burn rate of no more than $25,000 during the next 12 months. We believe we will have sufficient cash available (assuming we collect all our existing and anticipated sales and receivables) to fund all of our operational and SEC filing needs during the next 12 months.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Not required.

 

 
13
 

 

Item 8. Financial Statements

 

A & C United Agriculture Developing Inc

 

(A Development Stage Enterprise)

  

Audited Financial Statements

 

As of September 30, 2015 and 2014

 

 
14
 

 

Table of Contents

 

Independent Auditor's Report on the Financial Statements

 

16
 

 

 

Balance Sheet

 

17
 

 

 

Statement of Loss

 

18
 

 

 

Statement of Stockholders Equity

 

19
 

 

 

Statement of Cash Flows

 

20
 

 

 

Notes to Financial Statements

 

21
 

 

 

Exhibit A

 

31

 

 
15
 

 

Independent Registered Public Accounting Firm's Auditor's Report on the Financial Statements

 

Board of Directors and Shareholders of A & C United Agriculture Developing Inc

 

We have audited the accompanying balance sheets of A & C United Agriculture Developing Inc as of September 30, 2015 and 2014, and the related statements of loss, shareholders' equity, and cash flows for the year ended September 30, 2015 and 2014, and for the cumulative period from February 7, 2011 (date of inception) through September 30, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of A & C United Agriculture Developing Inc. as of September 30, 2015 and 2014, and the results of its operations and their cash flows for the year ended September 30, 2015 and 2014, and for the cumulative period February 7, 2011 (date of inception) through September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note F to the financial statements, 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.

 

/s/ Enterprise CPAs, Ltd.

 

Enterprise CPAs, Ltd.

Chicago, IL

 

January 12, 2016

 

 
16
 

 

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

 

 

 

September 30,

 

 

September 30,

 

 

2015

 

 

2014

ASSETS

 

(audited)

 

 

(audited)

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$32,745

 

 

$69,501

 

Accounts receivable

 

 

41,800

 

 

 

190,000

 

Inventory

 

 

279,913

 

 

 

245,525

 

Total Current Assets

 

$354,458

 

 

$505,026

 

Other current assets:

 

 

 

 

 

 

 

 

Prepaid expense

 

$169

 

 

$309

 

Advances to officer

 

 

-

 

 

 

25,645

 

Total Other Current Assets

 

$169

 

 

$25,954

 

Property, plant and equipment, net

 

$12,243

 

 

$17,684

 

Other assets:

 

 

 

 

 

 

 

 

Deferred interest expense

 

 

-

 

 

 

158

 

Total Other Assets

 

$-

 

 

$158

 

TOTAL ASSETS

 

$366,870

 

 

$548,822

 

LIABILITIES & EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Account payable

 

$21,500

 

 

$86,000

 

Credit card payable

 

 

3,205

 

 

 

4,297

 

Total current liabilities

 

$24,705

 

 

$90,297

 

Other current liabilities:

 

 

 

 

 

 

 

 

Loan from shareholders

 

$46,474

 

 

$5,406

 

Accrued Expenses Liability

 

 

1,795

 

 

 

2,119

 

Total other current liabilities

 

$48,269

 

 

$7,525

 

Long term liabilities:

 

 

 

 

 

 

 

 

Car loan

 

 

-

 

 

 

11,494

 

Total long term liabilities

 

$-

 

 

$11,494

 

Total liabilities

 

$72,974

 

 

$109,316

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

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

 

$36,732

 

 

$36,612

 

Paid-in capital

 

 

885,718

 

 

 

873,838

 

Deficit accumulated during the development stage

 

 

(627,305)

 

 

(471,232)

Accumulated other comprehensive income (loss)

 

 

(1,249)

 

 

288

 

Total stockholders' equity

 

$293,896

 

 

$439,506

 

TOTAL LIABILITIES & EQUITY

 

$366,870

 

 

$548,822

 

 

 
17
 

 

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

  

 

 

Year Ended

September 30,
2015

 

 

Year Ended

September 30,

2014

 

 

Cumulative from

February 7, 2011 (Date of Inception) Through

September 30,
2015

 

 

 

(Audited)

 

 

(Audited)

 

 

(Audited)

 

Revenues

 

$731,815

 

 

$613,368

 

 

$2,489,412

 

Cost of Goods Sold

 

$645,415

 

 

$552,031

 

 

$2,242,537

 

Gross Profit

 

$86,400

 

 

$61,337

 

 

$246,875

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

$237,032

 

 

$239,222

 

 

$859,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expenses

 

$5,441

 

 

$5,441

 

 

$14,963

 

Total Operating Expenses

 

$242,473

 

 

$244,663

 

 

$874,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

$(156,073)

 

$(183,326)

 

$(627,297)
 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income, net

 

$-

 

 

$-

 

 

$-

 

Interest Expense, net

 

$-

 

 

$-

 

 

$8

 

Income (Loss) before income taxes

 

$(156,073)

 

$(183,326)

 

$(627,305)

Income (Loss) tax expense

 

$-

 

 

$-

 

 

$-

 

Net Income (Loss)

 

$(156,073)

 

$(183,326)

 

$(627,305)
 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share- Basics

 

$(0.00)

 

$(0.01)

 

$(0.02)

Net income (loss) per common share- Diluted

 

$(0.00)

 

$(0.01)

 

$(0.02)
 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

$(1,537)

 

$(19)

 

$(1,249)

Other comprehensive income (loss)

 

$(1,537)

 

$(19)

 

$(1,249)

Comprehensive Income (Loss)

 

$(157,610)

 

$(183,345)

 

$(628,554)
 

 
18
 

 

A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY
The Period February 7, 2011 ( Date of Inception)
through September 30, 2015

 

 

 

Common Stock

 

 

Additional

Paid-in

 

 

Deficit
Accumulated

During the

Development

 

 

Accumulated

Other

Comprehensive

Total

Stockholders'

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stage

 

 

Income (Loss)

 

 

Equity

 

Balance, September 30, 2011

 

 

34,449,495

 

 

$34,450

 

 

$440,500

 

 

$(37,543

 

$207

 

 

$437,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2012

 

 

34,624,495

 

 

$34,625

 

 

$475,325

 

 

$(154,860

)

 

$207

 

 

$355,297

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2013

 

 

36,361,495

 

 

$36,362

 

 

$824,088

 

 

$(287,906

)

 

$307

 

 

$572,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

250,000

 

 

$250

 

 

$49,750

 

 

 

 

 

 

 

 

 

 

$50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$(19)

 

$(19)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended September 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

$(183,326)

 

 

 

 

 

$(183,326)

Balance, September 30, 2014

 

 

36,611,495

 

 

$36,612

 

 

$873,838

 

 

$(471,232)

 

$288

 

 

$439,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

60,000

 

 

$60

 

 

$5,940

 

 

 

 

 

 

 

 

 

 

$6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

60,000

 

 

$60

 

 

$5,940

 

 

 

 

 

 

 

 

 

 

$6,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment for currency rate exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$(1,537)

 

$(1,537)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

$(156,073)

 

 

 

 

 

$(156,073)

Balance, September 30, 2015

 

 

36,731,495

 

 

$36,732

 

 

$885,718

 

 

$(627,305)

 

$(1,249)

 

$293,896

 

 

 
19
 

 

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

 

 

 

Year Ended
September 30,
2015

 

 

Year Ended
September 30,
2014

 

 

Cumulative from

February 7, 2011 (Date of Inception) Through

September 30,
2015

 

 

(Audited)

 

 

(Audited)

 

 

(Audited)

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(156,073)

 

$(183,326)

 

$(627,305)

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

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash portion of share based legal fee expense

 

 

6,000

 

 

 

-

 

 

 

70,450

 

Non-cash portion of share based consulting fee expense

 

 

6,000

 

 

 

50,000

 

 

 

76,500

 

Depreciation expenses

 

 

5,441

 

 

 

5,441

 

 

 

14,963

 

Deferred interest expense

 

 

158

 

 

 

126

 

 

 

-

 

Inventory

 

 

(34,388)

 

 

(243,309)

 

 

(279,913)

Accounts Receivable

 

 

148,200

 

 

 

(65,915)

 

 

(41,800)

Prepaid expense

 

 

140

 

 

 

(139)

 

 

(169)

Prepaid to supplier

 

 

-

 

 

 

18,200

 

 

 

-

 

Accrued Expenses

 

 

(323)

 

 

737

 

 

 

1,795

 

Account payable

 

 

(64,500)

 

 

86,000

 

 

 

21,500

 

Credit card payable

 

 

(1,092)

 

 

(420)

 

 

3,205

 

Net cash provided by operating activities

 

$(90,437)

 

$(332,605)

 

$(760,774)
 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

-

 

 

 

-

 

 

 

(27,206)

Net cash provided by investing activities

 

$-

 

 

$-

 

 

$(27,206)
 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Loan from shareholders

 

$41,067

 

 

$5,406

 

 

$46,474

 

Advance to shareholders

 

 

25,645

 

 

 

21,239

 

 

 

-

 

Long term Loans

 

 

(11,494)

 

 

(9,195)

 

 

-

 

Proceeds from issuance of common stock

 

 

-

 

 

 

-

 

 

 

775,500

 

Net cash provided by financing activities

 

$55,218

 

 

$17,450

 

 

$821,974

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of Exchange Rate on Cash

 

$(1,537)

 

$(19)

 

$(1,249)

Net increase (decrease) in cash and cash equivalents

 

$(36,756)

 

$(315,174)

 

$32,745

 

Cash and cash equivalents at beginning of the year

 

$69,501

 

 

$384,675

 

 

$-

 

Cash and cash equivalents at end of year

 

$32,745

 

 

$69,501

 

 

$32,745

 

   

 
20
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE A - BUSINESS DESCRIPTION

 

A & C United Agriculture Developing Inc., or the "Company," is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.

 

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

 

Since the inception, the Company's long-term goals have been to solve some of the major agricultural challenges in China, such as food safety issue, soil health problem and outdated farming practices, as well as to raise funds via an IPO to grow our business and to become the leader in the agriculture area. As the Company's name has suggested, the management team believes by unifying the valuable resources the Company is able to access, the above goals can be realized.

 

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

  

Development Stage Company

 

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, "Development Stage Entities". The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, and rising of capital and attempting to raise sales.

 

Basis of accounting

 

The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting. The Company's fiscal year end is the last day of September 30.

 

Concentration of credit risk

 

The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

 

 
21
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As September 30, 2015, the company had cash and cash equivalents of $ 32,745.

 

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 September 30, 2015, the company has property, plant, and equipment at a net cost of $ 12,243, and $ 14,963 of accumulated depreciation expense was recorded.

 

Account Receivable

 

As of September 30, 2015, the Company had account receivable of $ 41,800.

 

Inventory

 

The inventory was valued at cost of purchase from suppliers. As of September 30, 2015, the Company has $ 279,913 various vegetable seeds in stock in USA. 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.

 

 
22
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Prepaid Expense

 

As of September 30, 2015, the Company had prepaid rent expense of $ 169.

 

Stock-Based Compensation

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 
23
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Basics and Diluted Net Loss per Common Share

 

The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basis and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.

 

The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.

 

Long Term Liabilities

 

In December 5th, 2012, the Company purchased a vehicle at a financing amount of $ 27,585.36 with 36 monthly equal payments. As of September 30, 2015, the Company has zero car loans.

 

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.

 

 
24
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Revenue Recognition (Continued)

 

The Company had total revenue of $ 731,815 and $ 613,368 for the fiscal year September 30, 2015 and 2014 respectively and $ 2,489,412 for the period of February 7, 2011 to September 30, 2015.

 

Cost of Goods Sold

 

The Company's purchase cost is primarily from supplier, U.S seed companies. Based upon management's experience in the industry, we believe vegetable seeds supply in 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 01, 2014 to September 30, 2015, the Company purchase $ 669,189 vegetable seeds from US suppliers and Europe suppliers; and there are $ 279,913 inventories as of September 30, 2015.

 

For the fiscal year ended September 30, 2015, the Company had related cost of goods sold expense and freight cost of $ 10,614.

 

As a result, a total of $ 645,415 cost of goods sold was recorded for the fiscal year ended September 30, 2015; and $ 2,242,537 cost of goods sold was recorded for the period of February 7, 2011 to September 30, 2015.

 

 
25
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

 

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Operating Leases

 

The Company entered into a lease for its corporate offices in under terms of non-cancelable operating leases. The lease term is from March 1, 2015 through February 28, 2016 and requires a roughly $170 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.

 

Operating Expense

 

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

 

For the fiscal year September 30, 2015 and 2014, there was a total of $ 242,473 and $ 244,663 operating expenses respectively. For the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2015, there was a total of $ 874,172 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 year ended September 30, 2015 and 2014 is $ 80,694 and $ 66,774 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 $ 50,262 and $ 93,036 for the fiscal year ended September 30, 2015 and 2014 respectively.

 

 
26
 

 

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.

 

 
27
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

  

NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Comprehensive Income

 

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

 

Foreign Currency Translation

 

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

 

As of September 30, 2015, the Company had foreign currency translation loss of $1,537.

 

NOTE C - RELATED PARTY TRANSACTIONS

 

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

 

As of September 30, 2015, total 30,235,000 shares were issued to officers and directors as follows:

 

Name

 

Title

 

Share QTY

 

 

Amount

 

 

Purchase Date

 

% of Common Share

 

Jun Huang

 

Secretary

 

 

15,000,000

 

 

$15,000

 

 

2/7/2011

 

 

40.84%

Yidan Liu

 

President

 

 

15,000,000

 

 

$15,000

 

 

2/7/2011

 

 

40.84%

Ross Rispens

 

Director

 

 

75,000

 

 

$10,000

 

 

5/31/2011

 

 

0.20%

Xinyu Wang

 

Director

 

 

10,000

 

 

$1,000

 

 

5/31/2011

 

 

0.03%

Manying Chen

 

Director

 

 

50,000

 

 

$5,000

 

 

5/31/2011

 

 

0.14%

Minhang Wei

 

Director

 

 

100,000

 

 

$10,000

 

 

5/31/2011

 

 

0.27%

Total

 

 

 

 

30,235,000

 

 

$56,000

 

 

 

 

 

82.31%

 

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

 

Loans from Officers/Shareholders

 

As of September 30, 2015, the officers loaned $ 46,474 to the Company for purchases and operating, and marketing expenses. The outstanding balance is due on demand and no agreement was signed.

 

 
28
 

 

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.

 

 
29
 

 

A & C UNITED AGRICULTURE DEVELOPING INC

 

NOTES TO FINANCIAL STATEMENTS

  

NOTE D - SHAREHOLDERS' EQUITY (Continued)

 

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

 

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

 

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

 

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

 

NOTE E - SUBSEQUENT EVENT

 

For the period of October to December 2015, the Company have realized and recognized $ 547,852 sales revenue.

 

NOTE F - 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 September 30, 2015 the cash and cash equivalent balance was $ 32,745 and there is cumulative net loss of $ 627,305 for the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2015.

 

 
30
 

  

Exhibit A

 

 

 

Year Ended

 

 

Year Ended

 

 

Cumulative from

February 7, 2011 (Date

of Inception) To

 

 

 

September 30

 

 

September 30

 

 

September 30,

 

 

 

2015

 

 

2014

 

 

2015

 

Operating Expense

 

 

 

 

 

 

 

 

 

Bank Service Charges

 

 

516

 

 

 

383

 

 

 

1,604

 

Auto and Truck Expenses

 

 

1,630

 

 

 

406

 

 

 

3,187

 

Depreciation Expense

 

 

5,441

 

 

 

5,441

 

 

 

14,963

 

License & Registration

 

 

2,050

 

 

 

1,107

 

 

 

9,073

 

Meals and Entertainment

 

 

9,056

 

 

 

9,509

 

 

 

25,466

 

Membership fee

 

 

95

 

 

 

-

 

 

 

600

 

Conference & Meeting

 

 

1,300

 

 

 

1,212

 

 

 

4,859

 

Marketing & Promotion Expense

 

 

136

 

 

 

2,198

 

 

 

4,138

 

Insurance Expense

 

 

10,367

 

 

 

12,392

 

 

 

24,004

 

Interest Expense

 

 

155

 

 

 

126

 

 

 

376

 

Office Supplies

 

 

1,461

 

 

 

5,621

 

 

 

12,533

 

Payroll Expenses

 

 

80,694

 

 

 

66,774

 

 

 

196,446

 

Telephone Expense

 

 

557

 

 

 

320

 

 

 

957

 

Utilities

 

 

-

 

 

 

-

 

 

 

41

 

Website Expense

 

 

574

 

 

 

96

 

 

 

2,755

 

Postage and Delivery

 

 

151

 

 

 

330

 

 

 

979

 

Repairs and Maintenance

 

 

1,592

 

 

 

963

 

 

 

2,555

 

Training & Education Expense

 

 

-

 

 

 

480

 

 

 

480

 

Medical Expenses

 

 

5,440

 

 

 

778

 

 

 

6,218

 

Printing and Reproduction

 

 

-

 

 

 

-

 

 

 

135

 

Research and Survey expenses

 

 

571

 

 

 

-

 

 

 

571

 

Software

 

 

106

 

 

 

-

 

 

 

500

 

Professional Fees

 

 

50,262

 

 

 

93,036

 

 

 

391,034

 

Travel Expense

 

 

47,684

 

 

 

41,452

 

 

 

134,744

 

Rent Expense

 

 

22,635

 

 

 

2,039

 

 

 

35,954

 

Total Operating Expense

 

 

242,473

 

 

$244,663

 

 

$874,172

 

 

 
31
 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

 

None

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company's Chief Executive Officer/Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2015. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer has concluded that, as of September 30, 2015, the Company's disclosure controls and procedures were effective. This conclusion by the Company's Chief Executive Officer/Chief Financial Officer does not relate to reporting periods after September 30, 2015.

 

Management's Report on Internal Control over Financial Reporting

 

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2015 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on its evaluation as of September 30, 2015, our management concluded that our internal controls over financial reporting were not effective as of September 30, 2015 due to the material weaknesses set forth below. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

 
32
 

 

The material weaknesses relates to the following:

 

1. Accounting and Finance Personnel Weaknesses – Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public Company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.

 

This weakness also is due to our CEO and CFO being the same person.

 

2. Lack of Internal Audit Function – We lack sufficient resources to perform the internal audit function. This weakness also is due to our CEO and CFO being the same person.

 

In order to mitigate these material weaknesses to the fullest extent possible, all work of the CFO is reviewed by a Director of the Company. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented. The Company continues to study the implementation of additional internal controls over accounting and financial reporting. 

 

Changes in Internal Control Over Financial Reporting

 

No change in the Company's internal control over financial reporting occurred during the year ended September 30, 2015, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

 
33
 

 

PART III

 

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

 

Directors and Officers

 

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

 

Name

Age

Position

Yidan (Andy) Liu

46

Founder, Director and President/Treasurer

Jun (Charlie) Huang

48

Founder, Director and Secretary

Ross Rispens

57

Director

Manying Chen

51

Director

Minhang Wei

44

Director

Xinyu Wang

48

Director

 

Yidan (Andy) Liu, age 46, has been our Founder, Director and Secretary/Treasurer since inception and on June 20, 2012 became our President, resigning his position as Secretary. November 2006 to January 2012, he started as a SAP consultant and in 2010 got promoted to a Manager at Accenture, a Management consulting, technology services and outsourcing Company. He started his own Company, America Brilliance Corp, in 2008, initially focusing on the offer and sale of seeds in China to test the concept of our business plan, and later adding the sale of medical equipment in China. To avoid conflicts of interest, he terminated the part of this business involved in the offer and sale of seeds when our securities were qualified for quotation on the OTCBB, leaving America Brilliance Corp. solely involved in the medical products business which will be operated solely by his wife and closed entirely by the end of 2012. From May 1998 to November 2006, he was Software Engineer with Ryerson, a steel service Company. He has a Computer Science Master Degree, Loyola University Chicago, IL May, 1998 and a Mathematics Bachelor Degree, Capital Normal University, Beijing, China, May, 1991. Mr. Liu brings to the Board a deep solid understanding about both Chinese and American culture and value systems and a knowledge of the business of offering and selling seeds in China and the establishment of related import/export supply chain for these seed sales. This experience will provide the Company specific knowledge of the sale of our products and a comprehensive view and a bridge between West and East when making strategic plans or doing day-to-day business.

 

 
34
 

  

Jun (Charlie) Huang has been our Founder and President since inception and on June 20 became our Secretary, resigning his position as President. March 2002 to late 2013, he was owner/general manager and since then he only handles sales for Beijing Shenghuadefeng Seeds Company. His involvement in this Company has benefitted A&C's business so he does not believe his continued involvement constitutes any conflict and thus he plan to continue his involvement in this business so long as it continues to benefit A&C's business.

 

From January 1996 to March 2002, he has been department manager of Eastern Flower import/export Company in the seed business. From September 1991 to December 1995, he was CFO of Beijing Phosphate Company (renamed to Beijing Agricultural Material Supply Station). He obtained Certificate of Agronomist issued by China Agriculture Department at 1993. In August 1991, he obtained his bachelor degree of Agriculture Economy Management from Agriculture Economy department in Beijing Agricultural College. He brings to the Board his significant direct agriculture related experience as well as his network of contacts and relationships with customers and secondary dealers across China as well as U.S suppliers and growers.

 

Ross Rispens has been a Director since inception. He is vice president of Rispens Seeds Inc which he joined in June 1976 after he graduated from high school. He brings to the Board his over 38 years' experience in the industry and reputation from himself and his family owned Company as well as his network of contacts and knowledge of the U.S. side of our business.

 

Manying Chen has been a Director since inception. He is general manager of Xi'an SunnySeeds Co. Ltd, Xi'an China in charge of vegetable seed breeding projects from 2001 to date. He has been also working at Xi'an Agriculture Technology Promotion Center charged in promoting new technologies since 2009. From 1988 to 2001, as vice director of Xi'an Academy of Vegetable Sciences, he focused on research and development department. He received master degree from Horticulture Department, Northwestern University of Agriculture in 1988. He also studied in Japan International Cooperation Agency from March to August 1997. He also studied in College of Agriculture, University of Peradeniya, Sri Lanka. He has received numerous awards in China his major research achievements and involvement in vegetable seed breeding, cultivation and new technology promotion field, as follows:

 

1. Xi'an governmental project: "Chinese Cabbage Production Stability". Named Forerunner individual by Xi'an City Government.

 

2. Shaanxi Province Agriculture Extension Station funded project: "None-manual heated type green house construction and extension" which got the 3rd place quality prize of Xi'an government.

 

3. Took the charge of Shaanxi Province Department of Science and Technology funded project "Male Sterilization Utility in the Breeding of Pepper"

 

4. In charge of Xi'an bureau of Science and Technology funded project "New Variety Breeding and Extension of Green Eggplant". Got No. 3 quality prize of Xi'an government

 

5. In charge of Xi'an bureau of Science and Technology funded project "New Variety Breeding of Pink Mini Tomato with None-Heat-Sensitive Nematode Resistant"

 

6. Engaged in Xi'an bureau of Science and Technology funded project "High Efficiency Variety Introduction of Solanum"

 

He brings to the Board his significant expertise in our industry in China and will help us develop our China market and our brand name in China.

 

 
35
 

  

Minhang Wei has been a Director since inception. He graduated from College of Agriculture, University of Guangxi at July 1997. From July 1997 to August 1998, he was Manager of Wuming County, Taiping government. From September 1998 to October 2002, he was manager of Guangxi Seeds Company. In November 2002, he started Nanning Saifeng Seeds Company and worked there until November 2004. In November 2004, he started Guangxi Yahang Agriculture Technology Co. Ltd. and worked there until January 2011. In February 2011, he started Nanning Guishu Horticulture Technology Company and worked there until today. He had started multiple agriculture related companies and also involved in acquisitions. He brings to the Board his significant expertise in our industry in China and will help us develop our China market and our brand name in China.

 

Xinyu Wang has been a Director since inception. He has been China Marketing and Business Manager with Hazera Genetics LTD since October 2001. From August 1997 to October 2001, he was the chief representative of marketing team with United Beijing office of Hazera Genetics LTD and Haifa Chemicals LTD, both are Israel-based global companies. He brings to the Board his significant management expertise with global companies, in marketing and sales, technical support, project development, distribution management, business development and overall administration management roles in seed and chemicals industry.

 

Our secretary Jun (Charlie) Huang and president/treasurer Yidan (Andy) Liu are devoting all their time to our business in that Mr. Huang's involvement in Beijing Shenghuadefeng Seeds Company, which is not significant, is only in effect to the extent it benefits A&C's business.

 

There are no family relationships between or among our officers and directors.

 

Legal Proceedings

 

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

 

 

·

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

 

 

 

 

·

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

 

 

 

 

·

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

 

 

 

 

·

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

 

 

 

·

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

 

 

 

 

·

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

 

 

 

 

·

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

  

 
36
 

  

Code of Ethics

 

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

We are not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

Item 11. Executive Compensation

 

Management Compensation

 

Name and Fiscal Year Ended September 30, 2015 and 2014

 

Fees

earned

or paid

in cash

($)

 

 

Stock

awards

($)

 

 

Option

awards

($)

 

 

Non-equity

incentive plan

compensation

($)

 

 

Nonqualified

deferred

compensation

earnings

($)

 

 

All other

compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yidan (Andy) Liu in FY 2014

 

 

60,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

60,000

 

In FY 2015

 

 

60,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

60,000

 

 

 

Since January 1, 2013, we have paid Yidan (Andy) Liu, president and director, salary of $60,000 per year pursuant to an oral agreement. The term is for one year, and was renewed on January 1, 2016. It might be increased or decreased in subsequent periods based on Andy's time and effort and on Company's overall performance. We have no plan to pay any other member of management any salary yet. 

 

Name and Fiscal Year Ended September 30, 2015

 

Fees

earned

or paid

in cash

($)

 

 

Stock

awards

($)

 

 

Option

awards

($)

 

 

Non-equity

incentive plan

compensation

($)

 

 

Nonqualified

deferred

compensation

earnings

($)

 

 

All other

compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yidan (Andy) Liu

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Jun (Charlie) Huang

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Ross Rispens

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

MinHang Wei

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

ManYing Chen

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

XinYu Wang

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

  

We have no compensation arrangements (such as fees for retainer, committee service, service as founder and secretary/treasurer of the board or a committee, and meeting attendance) with directors, with all compensation paid to Yidan (Andy) Liu only as an officer and as such is not reflected in this Directors' Compensation Table.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

 

 
37
 

  

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523.

 

Name

 

Number of Shares of Common stock

 

 

Percentage

 

 

 

 

 

 

 

 

Yidan (Andy) Liu [1]

 

 

15,010,000

 

 

 

40.86%
 

 

 

 

 

 

 

 

 

Jiwen Zhang [1]

 

 

15,010,000

 

 

 

40.86%
 

 

 

 

 

 

 

 

 

Jun (Charlie) Huang

 

 

15,000,000

 

 

 

40.84%
 

 

 

 

 

 

 

 

 

Ross Rispens

 

 

75,000

 

 

 

0.20%
 

 

 

 

 

 

 

 

 

MinHang Wei

 

 

100,000

 

 

 

0.27%
 

 

 

 

 

 

 

 

 

ManYing Chen

 

 

50,000

 

 

 

0.14%
 

 

 

 

 

 

 

 

 

XinYu Wang

 

 

10,000

 

 

 

0.03%
 

 

 

 

 

 

 

 

 

All executive officers and directors as a group [6 persons]

 

 

30,245,000

 

 

 

82.34%

________________ 

[1]

Includes 10,000 shares owned by Jiwen Zhang, wife of Mr. Liu.

 

This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 36,731,495 shares of common stock outstanding as of December 1, 2015.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

Loans from Officers/Shareholders

 

As of September 30, 2015, the officer, Yidan Liu and Jun Huang, loaned $ 46,474 to the Company for purchases and operating expenses. The outstanding balance bears no interest, is due on demand and is not the subject of a written note or agreement.

 

 
38
 

  

Director Independence

 

Our board of directors has determined that we do not have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

 

Item 14. Principal Accountant Fees and Services

 

Enterprise CPA was our independent auditors for the fiscal years ended September 30, 2015 and 2014.

 

The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2015 and 2014.

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

Audit Fees

 

$13,500

 

 

$17,500

 

Audit-Related Fees

 

 

 

 

 

 

 

 

Tax Fees

 

 

 

 

 

 

 

 

All Other Fees

 

 

 

 

 

 

 

 

Total

 

$13,500

 

 

$17,500

 

 

As defined by the SEC, (i) "audit fees" are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) "audit-related fees" are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "audit fees;" (iii) "tax fees" are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) "all other fees" are fees for products and services provided by our principal accountant, other than the services reported under "audit fees," "audit-related fees," and "tax fees."

 

Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors' independence. The SEC's rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee's responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.

 

Consistent with the SEC's rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.

 

Item 15. 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

 

 

 

101

 

XBRL Interactive Data Files

___________ 

* 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.

 

 
39
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

A & C United Agriculture Developing, Inc., a Nevada corporation

 

 

A & C United Agriculture Developing Inc.

January 12, 2016

By:

/s/ Yidan (Andy) Liu

Yidan (Andy) Liu

Principal Executive Officer, Principal Accounting Officer and

Principal Financial Officer and Director

 

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on our behalf by the undersigned, thereunto duly authorized, in Oak Brook IL on January 12, 2016.

 

Signature

Title

Date

/s/ Yidan (Andy) Liu

Principal Executive Officer, Principal Accounting Officer and

January 12, 2016

Yidan (Andy) Liu

Principal Financial Officer and Director

/s/ Jun (Charlie) Huang

Director

January 12, 2016

Jun (Charlie) Huang

/s/ Ross Rispens

Director

January 12, 2016

Ross Rispens

/s/ Manying Chen

Director

January 12, 2016

Manying Chen

/s/ Minhang Wei

Director

January 12, 2016

Minhang Wei

/s/ Xinyu Wang

Director

January 12, 2016

Xinyu Wang

 

 
40
 

 

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

 

 

 

101

 

XBRL Interactive Data Files

_________ 

* 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 language in any filings.

 

 

41