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 goal has been to solve some of the major challenges in China, such as pollution and food safety issues for the general public, as well as raising funds to grow our business. The Company believes that the best solution is to integrate and manage all links along the food production chain - seeds, farming, processing.
The Company has been and will be putting more resources in the seed business as it is still the main source of the Company’s revenue. However, the Company has also been and will be working to leverage the resources that could be obtained via strategic alliances in the future on both sides of the Pacific Ocean in order to expand the business scope.
Current Operational Activities
We continue to meet vegetable seed breeders, producers, growers, freezers and processors in the U.S., Europe and in China and as previously reported, we have signed a 4-year agreement with CapGen, a Spanish breeder for which we have already trialed their varieties. We believe based upon our knowledge of our industry that CapGen is regarded by others in the industry as having a strong research and development platform and well-known breeders.
We are also working with a number of American breeders, including Dr. Ladd, Integra Hybrids, LLC, with experiment and trialing. We have reviewed the trial results with Dr. Ladd in person and received advices for the future trials. The Letter of Intent we signed in 2013 is still valid. However, we still currently have no binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates to develop the carrot market in China or undertake any other activities other than set forth in the letter of intent. There is no assurance that we will ever have a binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates or that we will develop the carrot market in China or undertake any other similar activities.
The Company has also met two, out of many, Chinese agriculture companies that have shown an interest in collaborating with A & C United Agriculture Developing Inc. in order to build/enhance a vegetable production chain. We have verbally agreed to work on with them on projects but have not yet progressed to a discussion of a formal agreement and the terms thereof. As such, there is no assurance that we will ever have a binding agreement, commitment or understanding with these companies.
In addition, our Stockholm subsidiary has commenced operations this quarter and generated positive net income in the amount of $ 2,332.
Due to the protests going on in Hong Kong, our U.S. shipment sent out on September 30, 2014 got pushed back for about 3 weeks, and therefore the sales could not be booked as revenue for this quarter. As of the date of filing this report, the sales have been complete and we anticipate that we will book revenue of $ 240,000 from these sales or if not collected have the uncollected amount in accounts receivable in the first quarter of fiscal year 2015.
During the next 12 months, we anticipate engaging in the following operational activities, although we may vary our plans depending upon operational conditions:
Milestone Table
We currently have sufficient cash resources to fund all of our operations for the next 12 months, including the expenses set forth in the chart above.
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.
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 2015. 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.
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.
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.
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: 2/24/2011 to 2/28/2015, 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.
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.
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.
Item 4. Mine Safety Disclosures
None
PART II
Item 5.
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*
____________
* 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.
Item 6. Selected Consolidated Financial Data
Not required.
Item 7.
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
A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. In addition to the U.S. operation, the Company established a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2013, which is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden.
Since the inception, the Company’s long-term goal has been to solve some of the major challenges in China, such as pollution and food safety issues for the general public, as well as raising funds to grow our business. The Company believes that the best solution is to integrate and manage all links along the food production chain - seeds, farming, processing.
The Company has been and will be putting more resources in the seed business as it is still the main source of the Company’s revenue. However, the Company has also been and will be working to leverage the resources that could be obtained via strategic alliances in the future on both sides of the Pacific Ocean in order to expand the business scope.
We continue to meet vegetable seed breeders, producers, growers, freezers and processors in the U.S., Europe and in China and as previously reported, we have signed a 4-year agreement with CapGen, a Spanish breeder for which we have already trialed their varieties. We believe based upon our knowledge of our industry that CapGen is regarded by others in the industry as having a strong research and development platform and well-known breeders.
We are also working with a number of American breeders, including Dr. Ladd, Integra Hybrids, LLC, with experiment and trialing. We have reviewed the trial results with Dr. Ladd in person and received advices for the future trials. The Letter of Intent we signed in 2013 is still valid. However, we still currently have no binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates to develop the carrot market in China or undertake any other activities other than set forth in the letter of intent. There is no assurance that we will ever have a binding agreement, commitment or understanding with Dr. Ladd, Integra Hybrids, LLC or any of their affiliates or that we will develop the carrot market in China or undertake any other similar activities.
The Company has also met two, out of many, Chinese agriculture companies that have shown an interest in collaborating with A & C United Agriculture Developing Inc. in order to build/enhance a vegetable production chain. We have verbally agreed to work on with them on projects but have not yet progressed to a discussion of a formal agreement and the terms thereof. As such, there is no assurance that we will ever have a binding agreement, commitment or understanding with these companies.
In addition, our Stockholm subsidiary has commenced operations this quarter and generated positive net income in the amount of $ 2,332.
Due to the protests going on in Hong Kong, our U.S. shipment sent out on September 30, 2014 got pushed back for about 3 weeks, and therefore the sales could not be booked as revenue for this quarter. As of the date of filing this report, the sales have been completed and we anticipate that we will book revenue of $ 240,000 (or record Accounts Receivable to the extent not collected) from these sales in the first quarter of fiscal year 2015.
Results of Operations
For the fiscal year end ended September 30, 2014 vs. 2013
Revenue
There was $ 613,368 and $ 966,229 revenue generated for the fiscal year end ended September 30, 2014 and 2013. The primary reason for this decrease was the following: Due to the protests going on in Hong Kong, our U.S. shipment sent out on September 30, 2014 got pushed back for about 3 weeks, and therefore the sales could not be booked as revenue for this quarter. As of the date of filing this report, the sales have been completed and we anticipate that we will book revenue of $ 240,000 (or record Accounts Receivable to the extent not collected) from these sales in the first quarter of fiscal year 2015. The remainder of the decrease was due to normal fluctuations in the seed market, with some seeds falling out of favor.
Cost of Revenue
There was $ 552,031 and $ 879,446 cost of goods sold incurred for the fiscal year end ended September 30, 2014 and 2013 respectively. The cost of goods sold decreased due to the decreasing of revenue.
Expense
Our expenses consist of selling, general and administrative expenses and depreciation expense as follows:
For the fiscal year end ended September 30, 2014 and 2013, there was a total of $ 244,663 and $219,829 operating expenses respectively. The decrease was primarily in the reduction of professional fees as follows: $ 93,036 out of the total $ 244,663 was professional service fee due to company filling with the SEC, and $101,823 out of the total $219,829 was professional service fee due to company listing and filling with the SEC.
For the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2014, there was a total of $631,699 operating expenses.
Income & Operation Taxes
We are subject to income taxes in the U.S.
We paid no income taxes in USA for the fiscal year end ended September 30, 2014 due to the net operation loss in the USA.
Net Loss
We incurred net losses of $ 183,326 and $ 133,046 for the fiscal year end ended September 30, 2014 and 2013, and net losses of $ 471,232 for period from February 7, 2011 to September 30, 2014 for the reasons set forth above.
Liquidity and Capital Resources
___________
* Current Ratio = Current Assets /Current Liabilities.
** Total Debt / Equity = Total Liabilities / Total Shareholders’ Equity.
*** Working Capital = Current Assets - Current Liabilities.
The Company had cash and cash equivalents of $ 69,501 and $384,675 at fiscal year ended September 30, 2014 and 2013 and the working capital of $ 433,158 and $570,131 with liabilities of $ 109,316 and $ 26,788 for the same periods.
As of September 30, 2014, we have $ 69,501 in cash and $ 190,000 in account receivable. In addition, we anticipate we will be able to book an additional $240,000 in revenue or if not collected have the uncollected amount in accounts receivable from products for which sales were not completed as of September 30, 2014 but for which we anticipate completing the sales in the first quarter of fiscal year 2015. As shown in the Milestone Table in “Business,” above, we need a minimum of approximately $30,000 in funds to finance our business in the next 12 months. This amount does not include all our costs which we will incur irrespective of our business development activities set forth in the Milestone Table, including general operating costs, bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be approximately $300,000 annually. Accordingly, as we anticipate an average monthly burn rate of no more than $25,000 during the next 12 months (excluding the $30,000 set forth in Milestone Table, which we also believe we will have sufficient funds to cover), we believe we have sufficient cash available (assuming we collect all our existing and anticipated sales and receivables) to fund all of our operational and SEC filing needs during the next 12 months.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 8.
Item 8. Financial Statements
A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
Audited Financial Statements
As of September 30 2014 and 2013
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, 2014 and 2013, and the related statements of loss, shareholders’ equity, and cash flows for the year ended September 30, 2014 and 2013, and for the cumulative period from February 7, 2011 (date of inception) through September 30, 2014. 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, 2014 and 2013, and the results of its operations and their cash flows for the year ended September 30, 2014 and 2013, and for the cumulative period February 7, 2011 (date of inception) through September 30, 2014 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
December 24, 2014
A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
BALANCE SHEET
A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF LOSS
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, 2014
A & C United Agriculture Developing Inc
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION
A & C United Agriculture Developing Inc., or the “Company,” is a Nevada corporation formed on February 7, 2011. Our principal executive office is located at Oak Brook Pointe, Suite 500, 700 Commerce Drive, Oak Brook IL 60523. Tel: 630-288-2500.
In addition to the U.S. operation, the Company established a subsidiary A & C Agriculture Developing (Europe) AB in Stockholm, Sweden in October 24, 2013, which is located at Gamla Sodertaljevagen 134A, 141 70 Segeltorp, Sweden.
Since the inception, the Company’s long-term goal has been to solve some of the major challenges in China, such as pollution and food safety issues for the general public, as well as raising funds to grow the business. The Company believes that the best solution is to integrate and manage all links along the food production chain - seeds, farming, processing.
The Company has been and will be putting more resources in the seed business as it is still the main source of the Company’s revenue. However, the Company has also been and will be working to leverage the resources that could be obtained via strategic alliances in the future on both sides of the Pacific Ocean in order to expand the business scope.
Development Stage Company
The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, and rising of capital and attempting to raise sales.
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting. The Company’s fiscal year end is the last day of September 30.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Concentration of credit risk
The Company maintains its cash in bank accounts which, at times, may exceed the federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2014, the company had cash and cash equivalents of $ 69,501.
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, 2014, the company has property, plant, and equipment at a net cost of $ 17,684, and $ 9,522 of accumulated depreciation expense was recorded.
Account Receivable
As of September 30, 2014, the Company had account receivable of $ 190,000.
Prepaid Expense
As of September 30, 2014, the Company had prepaid expense of $ 309 for rent and other expenses.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.
On July 16, 2012, 150,000 shares were issued to Michael Williams for legal services of $30,000 at $0.20 per share.
On June 20, 2012, 25,000 shares were issued to Pivo Associates for services of $5,000 at $0.20 per share.
On March 12, 2013, 50,000 shares were issued to three shareholders @ $ 0.25 per share for consulting service value $ 12,500.
On April 29, 2013, 12,000 shares were issued to Blue Future, Inc for consulting and advising services of $3,000 at $0.25 per share.
On December 26, 2013, 250,000 shares were issued to Griffin Produce Company, Inc @ $0.2 per share for consulting and advising service value $ 50,000.
Basics and Diluted Net Loss per Common Share
The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basis and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
The Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventory
The inventory was valued at cost of purchase from suppliers. As of September 30 2014, the Company has $ 245,525 inventories recorded, which included $ 245,461 various vegetable seeds in stock in USA and has $ 64 tomato seeds in stock in Sweden. And the inventories purchase from USA were stored at the garage of Yidan Liu’s house at no charges and written agreement; and the inventories purchase from Europe were stored at the garage of Jun Huang’s house at Sweden at no charges and written agreement.
Long Term Liabilities
In December 5th, 2012, the Company purchased a vehicle at a financing amount of $ 27,585.36 with 36 monthly equal payments. As of September 30, 2014, the Company has a net car loan of $ 11,494.
Revenue Recognition
In accordance with the FASB Accounting Standards Codification (ASC) 605-15-25 “Revenue Recognition for Sales of Product”, the Company recognizes revenue when it is realized or realizable and earned. The revenue from the product sales transaction shall be recognized at time of sale if the following conditions are met:
·
The seller’s price to the buyer is substantially fixed or determinable at the date of sale.
·
The buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product.
·
The buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product.
·
The buyer acquiring the product for resale has economic substance apart from that provided by the seller.
·
The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer.
·
The amount of future returns can be reasonably estimated.
Revenues include sales of seeds in Asia, Europe, and North America.
The Company had total revenue of $ 613,368 and $ 966,229 for the fiscal year ended September 30, 2014 and 2013 respectively and $ 1,757,597 for the period of February 7, 2011 to September 30, 2014.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cost of Goods Sold
The Company’s purchase cost is primarily from supplier, U.S seed companies. Based upon management’s experience in the industry, we believe vegetable seeds supply in United State for the varieties we intend to sell is plenty. We believe that with advanced technology and mature global seed accessibility, U.S seed companies can provide the varieties Chinese end users are looking for. We are focused on finding the right variety. We first will collect specifications from Chinese end users, and then we will match them with the variety here. We ask samples or sometimes we purchase small amount of seed. We will then try them in various locations in China at different planting season. The challenge we have is that not all the varieties we may initially select will prove to work in China. The trial cycle can be over a year in some cases.
We do not anticipate offering any material right of return on our product although we may reimburse buyers on a case-by-case basis if seed which passed our trials does not perform well for a particular grower through no fault of the grower.
The Company had $ 2,216 inventory as of September 30, 2013.
From the period of October 1, 2013 to September 30, 2014, the Company purchase $ 789,898 vegetable seeds from US suppliers and Europe suppliers; and there are $ 245,525 inventories as of September 30, 2014.
For the year ended September 30, 2014, the Company had related cost of goods sold expense and freight cost of $ 5,443.
As a result, a total of $ 552,031 and $ 879,446 cost of goods sold was recorded for the fiscal year ended September 30, 2014 and 2013; and $ 1,597,122 cost of goods sold was recorded for the period of February 7, 2011 to September 30, 2014.
Comprehensive Income
The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.
Operating Leases
The Company entered into a lease for its corporate offices in under terms of non-cancelable operating leases. The lease term is from March 1, 2014 through February 29, 2015 and requires a roughly $170 monthly lease payment, and this office is located at 700 Commerce Drive, STE 500, Oak Brook IL 60523, USA.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating Expense
Operation expense consists of selling, general and administrative expenses, and depreciation expense.
For the fiscal year ended September 30, 2014 and 2013, there was a total of $ 244,663 and $ 219,829 operating expenses respectively. For the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2014, there was a total of $ 631,699 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, 2014 and 2013 is $ 66,774 and $ 48,978 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 $ 93,036 and $ 101,823 for the fiscal year ended September 30, 2014 and 2013 respectively.
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:
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Translation
The Company has determined the United States dollars (USD) to be its functional currency for Flurida Group USA and Swedish Krona (SEK) to be its functional currency in European business. Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. Statement of operations amounts were translated to U.S. dollars using the first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
NOTE C - RELATED PARTY TRANSACTIONS
Common Shares Issued to Executive and Non-Executive Officers and Directors
As of September 30, 2014, total 30,235,000 shares were issued to officers and directors as follows:
Name
Title
Share QTY
Amount
Purchase Date
% of Common Share
Jun Huang
Secretary
15,000,000
$15,000
2/7/2011
40.97%
Yidan Liu
President
15,000,000
$15,000
2/7/2011
40.97%
Ross Rispens
Director
75,000
$10,000
5/31/2011
0.20%
Xinyu Wang
Director
10,000
$1,000
5/31/2011
0.03%
Manying Chen
Director
50,000
$5,000
5/31/2011
0.14%
Minhang Wei
Director
100,000
$10,000
5/31/2011
0.27%
Total
30,235,000
$56,000
82.58%
*Based upon total outstanding shares 36,611,495 as of September 30, 2014.
Advances for Company Expenses to Officers
As of September 30, 2014, the Company advanced $ 25,645 to the officer, Jun Huang, for operating and marketing activity of the corporation in Sweden and Asia. These expenses were paid by Mr. Huang on behalf of the Company and although recorded as a Loan on the financial statements for accounting purposes is not a loan as a matter of law in that this amount is not repayable by Mr. Huang as it was paid by Mr. Huang for Company expenses and not retained by him personally.
Loans from Officers/Shareholders
As of September 30, 2014, the officer, Yidan Liu, loaned $ 5,406 to the Company for purchases and operating expenses. The outstanding balance is due on demand and no agreement was signed.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE D - SHAREHOLDERS’ EQUITY
Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.001.
On February 7, 2011, the Company was incorporated in the State of Nevada.
On February 7, 2011, two founders of the Company, Jun Huang and Yidan Liu purchased 30,000,000 shares at $0.001 per share. The proceeds of $30,000 were received.
On May 31, 2011, additional 4,105,000 shares were issued to 113 shareholders at price of $0.1 per share or $ 410,500 common stock.
On June 30, 2011, 344,495 shares was issued to Michael Williams @ $0.1 per share for legal service value $ 34,450.
On July 16, 2012, 150,000 shares were issued to Michael Williams @ $0.2 per share for legal service value $ 30,000.
On July 20, 2012, 25,000 shares were issued to Pivo Associate Inc @ $0.2 per share for consulting service value $ 5,000.
On December 2012, additional 1,175,000 shares were issued to 12 shareholders and at price of $0.2 per share or $ 235,000 common stock.
On December 2012, 500,000 shares were issued to 7 new shareholders at price of $0.2 per share or $ 100,000 common stock.
On March 12, 2013, 50,000 shares were issued to three shareholders @ $0.25 per share for consulting service value $ 12,500.
On April 29, 2013, 12,000 shares were issued to Blue Future, Inc @ $0.25 per share for consulting and advising service value $ 3,000.
On December 26, 2013, 250,000 shares were issued to Griffin Produce Company, Inc @ $0.2 per share for consulting and advising service value $ 50,000.
Therefore, as of September 30, 2014, there was total of 36,611,495 shares issued and outstanding.
A & C UNITED AGRICULTURE DEVELOPING INC
NOTES TO FINANCIAL STATEMENTS
NOTE E- SUBSEQUENT EVENT
At September 29, NNR Global Logistics USA Inc picked up cargo from the Company’s storage and awaiting for its exporting shipment arrangement to customer. At October 22, 2014, the Company realized and recognized this sales revenue of $ 240,000.
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, 2014 the cash and cash equivalent balance was $ 69,501 and there is cumulative net loss of $ 471,232 for the cumulative period from February 7, 2011 (Date of Inception) to September 30, 2014.
Exhibit A
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures
None
Item 9A.
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, 2014. Based upon such evaluation, the Chief Executive Officer/Chief Financial Officer has concluded that, as of September 30, 2014, 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, 2014.
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, 2014 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, 2014, our management concluded that our internal controls over financial reporting were not effective as of September 30, 2014 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.
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 quarter ended September 30, 2014, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
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:
Yidan (Andy) Liu, age 45, 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.
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 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.
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.
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.
Item 11. Executive Compensation
Management Compensation
Since January 1, 2013, we have paid Yidan (Andy) Liu, president and director, salary of $60,000 per year pursuant to an oral agreement, although as our fiscal year ends September 30, he only received $45,000 for fiscal year 2013 which is reflected in the chart above. The term is for one year, and was renewed on January 1, 2014. 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.
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.
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.
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.
_______________
[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 36,611,495 shares of common stock outstanding as of November 1, 2014.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Loans from Officers/Shareholders
As of September 30, 2014, the officer, Yidan Liu, loaned $ 5,406 to the Company for purchases and operating expenses. The outstanding balance is due on demand and no agreement was signed.
Advances for Company Expenses to Officers
As of September 30, 2014, the Company advanced $ 25,645 to the officer, Jun Huang, for operating and marketing activity of the corporation in Sweden and Asia. These expenses were paid by Mr. Huang on behalf of the Company and although recorded as a Loan on the financial statements for accounting purposes is not a loan as a matter of law in that this amount is not repayable by Mr. Huang as it was paid by Mr. Huang for Company expenses and not retained by him personally.
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.
Item 14. Principal Accountant Fees and Services
Enterprise CPA was our independent auditors for the fiscal years ended September 30, 2014 and 2013.
The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2013 and 2014.
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.
Item 15. Exhibits
_______________
* 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.
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.
December 29, 2014
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 December 29, 2014.
Signature
Title
Date
/s/ Yidan (Andy) Liu
Principal Executive Officer, Principal Accounting Officer and
December 29, 2014
Yidan (Andy) Liu
Principal Financial Officer and Director
/s/ Jun (Charlie) Huang
Director
December 29, 2014
Jun (Charlie) Huang
/s/ Ross Rispens
Director
December 29, 2014
Ross Rispens
/s/ Manying Chen
Director
December 29, 2014
Manying Chen
/s/ Minhang Wei
Director
December 29, 2014
Minhang Wei
/s/ Xinyu Wang
Director
December 29, 2014
Xinyu Wang
EXHIBIT INDEX
_____________
* 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.